AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 2006
REGISTRATION NO. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MONY LIFE INSURANCE COMPANY
OF AMERICA
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ARIZONA
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
6311
(PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER)
86-0222062
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
1290 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10104
(212) 554-1234
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------
DODIE KENT
VICE PRESIDENT AND COUNSEL
AXA EQUITABLE LIFE INSURANCE COMPANY
1290 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10104
(212) 554-1234
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
--------------
PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
CHRISTOPHER E. PALMER, ESQ.
GOODWIN PROCTER LLP
901 NEW YORK AVENUE, N.W.
WASHINGTON, D.C. 20001
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: May 1, 2006
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
2
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus contained
herein also relates to Registration Statement No. 333-105089, as most recently
amended on April 22, 2005.
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------- --------------- -------------- --------------- ---------------
Title of Each Class of Security to Amount to Proposed Proposed Amount of
be Registered be Maximum Maximum Registration
Registered Offering Aggregate Fee
Price Per Offering
Unit Price
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Interests in Guaranteed Interest $ (1)(3) (2) $ (1)(3) $ (3)
Account with Market Value
Adjustment
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(1) Estimated solely for the purpose of determining the registration statement
fee.
(2) The proposed maximum offering price per unit is not applicable since these
securities are not issued in specified units.
(3) Pursuant to Rule 429(b) under the Securities Act of 1933, unsold securities
previously registered on Form S-2 (Reg. No. 333-105089, originally filed on
February 12, 2004) are being carried forward to this Registration Statement. As
of March 28, 2006, the amount of such unsold securities was $156,068,139. No
additional Interests in Guaranteed Interest Account with Market Value Adjustment
are being registered at this time. Accordingly, no additional registration fees
are being paid at this time.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
3
EXPLANATORY NOTE
Registrant is filing this registration statement for the purpose of updating the
prospectus for certain market value adjustment interests under certain annuity
contracts and switching the registration statement from Form S-2 to S-1.
--------------------------
4
Guaranteed Interest Account
with Market Value Adjustment under
Flexible Payment Variable Annuity Contracts
PROSPECTUS DATED MAY 1, 2006
Issued By
MONY Life Insurance
Company of America
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MONY Life Insurance Company of America (the "Company") issues the Guaranteed
Interest Account with Market Value Adjustment described in this prospectus. The
Guaranteed Interest Account with Market Value Adjustment is available only
under certain variable annuity contracts that we offer.
Although this prospectus is primarily designed for potential purchasers of the
contract, you may have previously purchased a contract and be receiving this
prospectus as a current contract owner. If you are a current contract owner,
you should note that the features and charges of the contract may have varied
over time. For more information about the particular options, features and
charges applicable to you, please contact your financial professional and/or
refer to your contract.
Among the many terms of the Guaranteed Interest Account with Market Value
Adjustment are:
o Guaranteed interest to be credited for specific periods (referred to as
"Accumulation Periods").
o Three (3), five (5), seven (7), and ten (10) year Accumulation Periods are
available.
o Interest will be credited for the entire Accumulation Period on a daily basis.
Different rates apply to each Accumulation Period and are determined by the
Company from time to time at its sole discretion.
o A market value adjustment may be charged if part or all of the Guaranteed
Interest Account with Market Value Adjustment is surrendered or transferred
before the end of the Accumulation Period.
o Potential purchasers should carefully consider the factors described in "Risk
Factors" (pages 2-3) as well as the other information contained in this
prospectus before allocating Purchase Payments or Fund Values to the
Guaranteed Interest Account with Market Value Adjustment offered herein.
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These are only some of the terms of the Guaranteed Interest Account with Market
Value Adjustment. Please read this prospectus and the prospectus for the
variable annuity contract carefully for more complete details of the contract.
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The Securities and Exchange Commission has not approved of these securities or
passed upon the accuracy or adequacy of this prospectus. Any representation to
the contrary is a criminal offense. This prospectus comes with prospectuses for
the variable annuity contract. You should read this prospectus, the variable
annuity contract prospectus and the prospectuses for the applicable underlying
funds carefully and keep them for future reference.
MONY Life Insurance Company of America
1290 Avenue of the Americas
New York, New York 10104
1-800-487-6669
GIA w/MVA
333-105089 x01274
Table of contents
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1. DEFINITIONS 1
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2. SUMMARY 2
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Purpose of the Guaranteed Interest Account
with Market Value Adjustment 2
Purchase Payments 2
The accumulation periods 2
Crediting of interest 2
The Market Value Adjustment 2
Other provisions of the contract 2
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3. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 3
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4. RISK FACTORS 4
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5. DESCRIPTION OF THE GUARANTEED INTEREST ACCOUNT
WITH MARKET VALUE ADJUSTMENT 5
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General 5
Allocations to the Guaranteed Interest Account
with Market Value Adjustment 5
Specified interest rates and the accumulation periods 5
End of accumulation periods 6
The Market Value Adjustment 6
Contract charges 7
Guaranteed Interest Account at annuitization 7
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6. FEDERAL TAX STATUS 8
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Introduction 8
Taxation of annuities in general 8
Retirement plans 9
Tax treatment of the company 9
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7. INVESTMENTS 10
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8. CONTRACTS AND THE DISTRIBUTION OF THE GUARANTEED INTEREST ACCOUNT WITH
MARKET VALUE ADJUSTMENT 11
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i Table of contents
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9. MONY LIFE INSURANCE COMPANY OF AMERICA 13
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10. EXPERTS 14
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11. AVAILABLE INFORMATION 15
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12. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 16
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Table of contents ii
1. Definitions
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ANNUITANT - The person upon whose continuation of any life annuity payment
depends.
ANNUITY STARTING DATE - Attainment of age 95, or at the discretion of the Owner
of the Contract, a date that is at least ten years from the Effective Date of
the Contract.
BUSINESS DAY - Each day that the New York Stock Exchange is open for regular
trading.
CASH VALUE - The Contract's Fund Value, (1) minus any applicable Surrender
Charge, (2) minus any outstanding loan, and (3) plus or minus any applicable
market value adjustment.
CODE - The Internal Revenue Code of 1986, as amended.
COMPANY - MONY Life Insurance Company of America, the issuer of the Contract.
CONTRACT - Individual Flexible Payment Variable Annuity Contract.
EFFECTIVE DATE - The date the contract begins as shown in the Contract.
FUND VALUE - The aggregate dollar value as of any Business Day of all amounts
accumulated under each of the Subaccounts, the Guaranteed Interest Account, and
the Loan Account of the Contract.
GENERAL ACCOUNT - The General Account of the Company which consists of all of
the Company's assets other than those assets allocated to the Company's
separate accounts.
GUARANTEED INTEREST ACCOUNT - An account which is part of the General Account.
LOAN - Available under a Contract issued under Section 401(k) of the Code;
subject to availability. To be considered a Loan: (1) the term must be no more
than five years, (2) repayments must be at least quarterly and substantially
level, and (3) the amount is limited to dollar amounts specified by the Code,
not to exceed 50% of the Fund Value.
LOAN ACCOUNT - A part of the General Account where Fund Value is held as
collateral for a loan. An Owner may transfer Fund Value in the Subaccounts,
and/or Guaranteed Interest Account with Market Value Adjustment to the Loan
Account.
MONTHLY CONTRACT ANNIVERSARY - The date of each month corresponding to the
Effective Date of the Contract. For example, for a Contract with a June 15
Effective Date, the Monthly Contract Anniversary is the 15th of each month. If
a Contract's Effective Date falls on the 29th, 30th or 31st day of a month, the
Monthly Contract Anniversary will be the earlier of that day or the last day of
the particular month in question.
OWNER - The person designated as Owner or Contractholder in the application to
whom all rights, benefits, options, and privileges apply while the Annuitant is
living. A collateral assignee is not an Owner.
PURCHASE PAYMENT - An amount paid to the Company by the Owner or on the Owner's
behalf as consideration for the benefits provided by the Contract.
SUBACCOUNT - A division of MONY America Variable Account A.
SURRENDER CHARGE - A deferred sales load, expressed as a percentage of Fund
Value surrendered.
1 Definitions
2. Summary
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This summary provides you with a brief overview of the more important aspects
of the Contract's Guaranteed Interest Account with Market Value Adjustment. It
is not intended to be complete. More detailed information is contained in this
prospectus on the pages following this Summary and in the Contract. This
summary and the entire prospectus will describe only the Guaranteed Interest
Account with Market Value Adjustment. Other parts of the Contract are described
in the Contract and in the prospectus for that Contract. BEFORE PURCHASING THE
CONTRACT AND ALLOCATING YOUR PURCHASE PAYMENTS TO THE GUARANTEED INTEREST
ACCOUNT WITH MARKET VALUE ADJUSTMENT, WE URGE YOU TO READ BOTH PROSPECTUSES
CAREFULLY.
PURPOSE OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT
The Guaranteed Interest Account with Market Value Adjustment is designed to
provide you with an opportunity to receive a guaranteed fixed rate of interest.
You can choose the period of time over which the guaranteed fixed rate of
interest will be paid. That period of time is known as the Accumulation Period.
The Guaranteed Interest Account with Market Value Adjustment is also designed
to provide you with the opportunity to transfer part or all of the Guaranteed
Interest Account with Market Value Adjustment to the Subaccounts available to
you under the Contract. It is also designed to provide you with the opportunity
to surrender part or all of the Guaranteed Interest Account with Market Value
Adjustment before the end of the Accumulation Period. If you ask us to transfer
or surrender part or all of the Guaranteed Interest Account, we may apply a
market value adjustment ("MVA"). This adjustment may be positive, negative, or
zero.
PURCHASE PAYMENTS
The Purchase Payments you make for the Contract are received by the Company.
Currently earnings on those Purchase Payments are not subject to taxes imposed
by the U.S. Government or any state or local government.
You may allocate all or part of your Purchase Payments to the Guaranteed
Interest Account with Market Value Adjustment.
THE ACCUMULATION PERIODS
There are 4 different Accumulation Periods currently available: a 3-year
Accumulation Period, a 5-year Accumulation Period, a 7-year Accumulation
Period, and a 10-year Accumulation Period. You may allocate initial or
additional Purchase Payments made under the Contract to one or more
Accumulation Periods. You may also ask us to transfer Fund Values from the
Subaccounts available under the Contract to one or more of the Accumulation
Periods subject to any applicable MVA. There is no minimum amount required for
allocation or transfer to an Accumulation Period. (See "Allocations to the
Guaranteed Interest Account with Market Value Adjustment.")
Each Accumulation Period starts on the Business Day that falls on, or next
follows, the date on which allocations are made and Purchase Payments are
received or Fund Values are transferred. Each Accumulation Period ends on the
Monthly Contract Anniversary immediately prior to the 3, 5, 7 or 10 year
anniversary of the start of the Accumulation Period (the "Maturity Date"). This
means that the Accumulation Period for a 3, 5, 7 or 10 year Accumulation Period
may be up to 31 days shorter than 3, 5, 7 or 10 years, respectively. (See
"Specified interest rates and the accumulation periods.")
CREDITING OF INTEREST
The Company will credit amounts allocated to an Accumulation Period with
interest at an annual rate not less than 3.50%. This interest rate is referred
to as the Specified Interest Rate. It will be credited for the duration of the
Accumulation Period. Specified Interest Rates for each Accumulation Period are
declared periodically at the sole discretion of the Company. (See "Specified
interest rates and the accumulation periods.")
At least 15 days and at most 45 days prior to the Maturity Date of an
Accumulation Period, Owners having Fund Values allocated to such Accumulation
Periods will be notified of the impending Maturity Date. Owners will then have
the option of directing the surrender or transfer (including transfers for the
purpose of obtaining a Loan) of the Fund Value within 30 days before the end of
the Accumulation Period without application of any MVA.
The Specified Interest Rate will be credited to amounts allocated to an
Accumulation Period, so long as such allocations are neither surrendered nor
transferred prior to the Maturity Date for the Allocation Period. The Specified
Interest Rate is credited daily, providing an annual effective yield. (See
"Specified interest rates and the accumulation periods.")
THE MARKET VALUE ADJUSTMENT
Amounts that are surrendered or transferred (including transfers for the
purpose of obtaining a Loan) from an Accumulation Period more than 30 days
before the Maturity Date will be subject to an MVA. The MVA is determined
through the use of a factor, which is known as the MVA Factor. This factor is
discussed in detail in the section entitled "The Market Value Adjustment." The
MVA could cause an increase or decrease or no change at all in the amount of
the distribution from an Accumulation Period.
OTHER PROVISIONS OF THE CONTRACT
This summary and this prospectus do not describe the other provisions of the
Contract. Please refer to the prospectus for MONY America Variable Account A
and to the Contract for the details of these provisions.
Summary 2
3. Special note regarding forward-looking statements
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This prospectus contains forward-looking statements that involve risks and
uncertainties. Discussions containing such forward-looking statements may be
found in the material set forth under "Summary" and "Risk factors" of this
prospectus, as well as the sections entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business" of
the annual report on Form 10-K which is incorporated by reference herein.
Actual events or results could differ materially from those discussed herein.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed under "Risk factors" as well as those discussed in
the sections entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business" of the annual report on
Form 10-K which is incorporated by reference herein and described under
"Available information."
3 Special note regarding forward-looking statements
4. Risk factors
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Potential purchasers should carefully consider the factors described in this
section as well as the other information contained in this prospectus before
allocating Purchase Payments or Fund Values to the Guaranteed Interest Account
with Market Value Adjustment offered herein. Such Risk factors include:
(i) the risk of losses on real estate and commercial mortgage loans,
(ii) other risks relating to the Company's investment portfolio that could
affect the profitability of the Company,
(iii) the risk that interest rate changes could make certain of the Com pany's
products less profitable to the Company or less attractive to customers,
(iv) risks with respect to certain sales practice litigation that could
result in substantial judgments against the Company,
(v) the risk of increased surrenders of certain annuities as the Surren der
Charges with respect to such annuities expire that could eliminate
sources of revenues (charges under the annuities) and/or exhaust the
Company's liquid assets and force the Company to liquidate other assets,
perhaps on unfavorable terms,
(vi) risks associated with certain economic and market factors,
(vii) the risk of variations in claims experience that could be different than
the assumptions management used in pricing the Company's products,
(viii) risks related to certain insurance regulatory matters -- i.e., that
certain issues raised during examinations of the Company could have a
material impact on the Company,
(ix) risks of competition,
(x) risks with respect to claims paying ability ratings and financial
strength ratings that could adversely affect the Company's ability to
compete, and
(xi) risks of potential adoption of new Federal income tax legislation that
could adversely affect the Company and its ability to compete with
non-insurance products and the demand for certain insurance products.
Risk factors 4
5. Description of the Guaranteed Interest Account with Market Value Adjustment
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GENERAL
The Guaranteed Interest Account with Market Value Adjustment is an allocation
option available under certain variable annuity contracts issued by the
Company. Not all of the variable annuity contracts issued by the Company offer
the Guaranteed Interest Account with Market Value Adjustment, nor is the
Guaranteed Interest Account with Market Value Adjustment available in every
state jurisdiction. The variable annuity contract that offers the Guaranteed
Interest Account with Market Value Adjustment clearly discloses whether the
Guaranteed Interest Account with Market Value Adjustment is available as an
allocation choice to the Owner. If the Guaranteed Interest Account with Market
Value Adjustment is available under a variable annuity issued by the Company,
the prospectus for the variable annuity contract and this prospectus must be
read carefully together in the same manner that prospectuses for underlying
mutual funds must be read with the prospectus for the contracts.
The guarantees associated with the Guaranteed Interest Account with Market
Value Adjustment are borne exclusively by the Company. The guarantees
associated with the Guaranteed Interest Account with Market Value Adjustment
are legal obligations of the Company. Fund Values allocated to the Guaranteed
Interest Account with Market Value Adjustment are held in the General Account
of the Company. Amounts allocated to the General Account of the Company are
subject to the liabilities arising from the business the Company conducts. The
Company has sole investment discretion over the investment of the assets of its
General Account. Owners having allocated amounts to a particular Accumulation
Period of the Guaranteed Interest Account with Market Value Adjustment,
however, will have no claim against any particular assets of the Company.
The Guaranteed Interest Account with Market Value Adjustment provides for a
Specified Interest Rate, which is a guaranteed interest rate that will be
credited as long as any amount allocated to the Guaranteed Interest Account
with Market Value Adjustment is not distributed for any reason prior to the to
the Maturity Date of the particular Accumulation Period chosen by the Owner.
Generally, a 3-year Accumulation Period offers guaranteed interest at a
Specified Interest Rate over three years, a 5-year Accumulation Period offers
guaranteed interest at a Specified Interest Rate over five years, and so on.
Because the Maturity Date is the Monthly Contract Anniversary immediately prior
to the 3, 5, 7 or 10 year anniversary of the start of the Accumulation Period,
the Accumulation Period may be up to 31 days shorter than the 3, 5, 7 or 10
years, respectively.
Although the Specified Interest Rate will continue to be credited as long as
Fund Value remains in an Accumulation Period of the Guaranteed Interest Account
with Market Value Adjustment prior to the Maturity Date of that Accumulation
Period, surrenders or transfers (including transfers to the Loan Account as a
result of a request by the Owner for a Loan) will be subject to a Market Value
Adjustment, as described below. Market Value Adjustments do not apply upon the
death of the Annuitant.
ALLOCATIONS TO THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT
There are three sources from which allocations to the Guaranteed Interest
Account with Market Value Adjustment may be made:
(1) an initial Purchase Payment made under a Contract may be wholly or
partially allocated to the Guaranteed Interest Account with Market Value
Adjustment;
(2) a subsequent or additional Purchase Payment made under a Con tract may be
partially or wholly allocated to the Guaranteed Interest Account with
Market Value Adjustment; and
(3) amounts transferred from Subaccounts available under the Con tract may be
wholly or partially allocated to the Guaranteed Interest Account with
Market Value Adjustment.
There is no minimum amount of any allocation of either Purchase Payments or
transfers of Fund Value to the Guaranteed Interest Account with Market Value
Adjustment. The Contract provides that the prior approval of the Company is
required before it will accept a Purchase Payment where, with that Purchase
Payment, cumulative Purchase Payments made under the Contract held by the
Owner, less the amount of any prior partial surrenders and their Surrender
Charges, the MVA, and any debt, exceed $1,500,000. This limit applies to the
aggregate of Fund Values in the Guaranteed Interest Account with Market Value
Adjustment, the Subaccounts and the Loan Account of the Contract.
SPECIFIED INTEREST RATES AND THE ACCUMULATION PERIODS
SPECIFIED INTEREST RATES
The Specified Interest Rate, at any given time, is the rate of interest
guaranteed by the Company to be credited to allocations made to the
Accumulation Period for the Guaranteed Interest Account with Market Value
Adjustment chosen by the Owner, so long as no portion of the allocation is
distributed for any reason prior to the Maturity Date of the Accumulation
Period. Different Specified Interest Rates may be established for the four
different Accumulation Periods which are currently available (3, 5, 7 and 10
years).
The Company declares Specified Interest Rates for each of the available
Accumulation Periods from time to time. Normally, new Specified Interest Rates
will be declared monthly; however, depending on interest rate fluctuations,
declarations of new Specified Interest Rates may occur more or less frequently.
The Company observes no specific method in the establishment of the Specified
Interest Rates, but generally will attempt to declare Specified Interest Rates
which are related to interest rates associated with fixed-income investments
available at the time and having durations and cash flow attributes compatible
with the Accumulation Periods then available for the Guaranteed Interest
Account with Market Value Adjustment. In addition, the
5 Description of the Guaranteed Interest Account with Market Value Adjustment
establishment of Specified Interest Rates may be influenced by other factors,
including competitive considerations, administrative costs and general economic
trends. The Company has no way of predicting what Specified Interest Rates may
be declared in the future and there is no guarantee that the Specified Interest
Rate for any of the Accumulation Periods will exceed the guaranteed minimum
effective annual interest rate of 3.50%. Owners bear the risk that the
Specified Interest Rate will not exceed the guaranteed minimum rate.
The period of time during which a particular Specified Interest Rate is in
effect for new allocations to the then available Accumulation Periods is
referred to as the Investment Period. All allocations made to an Accumulation
Period during an Investment Period are credited with the Specified Interest
Rate in effect. An Investment Period ends only when a new Specified Interest
Rate relative to the Accumulation Period in question is declared. Subsequent
declarations of new Specified Interest Rates have no effect on allocations made
to Accumulation Periods during prior Investment Periods. All such prior
allocations will be credited with the Specified Interest Rate in effect when
the allocation was made for the duration of the Accumulation Period selected.
Information concerning the Specified Interest Rates in effect for the various
Accumulation Periods can be obtained by contacting an agent of the Company who
is also a registered representative of AXA Advisors, LLC or by calling the
following toll free telephone number: (800) 487-6669.
The Specified Interest Rate is credited on a daily basis to allocations made to
an Accumulation Period elected by the Owner, resulting in an annual effective
yield which is guaranteed by the Company, unless amounts are surrendered,
transferred or paid out on death of Annuitant from that Accumulation Period for
any reason prior to the Maturity Date for that Accumulation Period. The
Specified Interest Rate will be credited for the entire Accumulation Period. If
amounts are surrendered or transferred from the Accumulation Period for any
reason prior to the Maturity Date, a Market Value Adjustment will be applied to
the amount surrendered or transferred.
ACCUMULATION PERIODS
For each Accumulation Period, the Specified Interest Rate in effect at the time
of the allocation to that Accumulation Period is guaranteed. An Accumulation
Period always ends on a Maturity Date, which is the Monthly Contract
Anniversary immediately prior to the 3, 5, 7 or 10 year anniversary of the
start of the Accumulation Period. Therefore, the Specified Interest Rate may be
credited for up to 31 days less than the full 3, 5, 7 or 10 years.
For example, if the Effective Date of a Contract is August 10, 2000 and an
allocation is made to a 10 year Accumulation Period on August 15, 2000 and the
funds for a new Purchase Payment are received on that day, the Accumulation
Period will begin on August 15, 2000 and end on August 10, 2010, during which
period the Specified Interest Rate will be credited.
All Accumulation Periods for the 3, 5, 7, and 10 year Accumulation Periods,
respectively, will be determined in a manner consistent with the foregoing
example.
END OF ACCUMULATION PERIODS
At least fifteen days and at most forty-five days prior to the end of an
Accumulation Period, the Company will send notice to the Owner of the impending
Maturity Date. The notice will include the projected Fund Value held in the
Accumulation Period on the Maturity Date and will specify the various options
Owners may exercise with respect to the Accumulation Period:
(1) During the thirty-day period before the Maturity Date, the Owner may wholly
or partially surrender the Fund Value held in that Accumulation Period
without a Market Value Adjustment; however, Surrender Charges under the
Contract, if applicable, will be assessed.
(2) During the thirty-day period before the Maturity Date, the Owner may wholly
or partially transfer the Fund Value held in that Accumulation Period,
without a Market Value Adjustment, to any Subaccount then available under
the Contract or may elect that the Fund Value held in that Accumulation
Period be held for an additional Accumulation Period of the same number of
years or for another Accumulation Period of a different number of years
which may at the time be available. A confirmation of any such transfer or
election will be sent immediately after the transfer or election is
processed.
(3) If the Owner does not make an election within thirty days follow ing the
Maturity Date, the entire Fund Value held in the maturing Accumulation
Period will be transferred to an Accumulation Period of the same number of
years as the Accumulation Period which matured. The start of the new
Accumulation Period is the ending date of the previous Accumulation Period.
However, if that period would extend beyond the Annuity Starting Date of
the Contract or if that period is not then made available by the Company,
the Fund Value held in the maturing Accumulation Period will be
automatically transferred to the Money Market Subaccount at the end of the
Maturity Period. A confirmation will be sent immediately after the
automatic transfer is executed.
During the thirty day period following the Maturity Date, and prior to any of
the transactions set forth in (1), (2), or (3) above, the Specified Value held
in the maturing Accumulation Period will continue to be credited with the
Specified Interest Rate in effect before the Maturity Date.
THE MARKET VALUE ADJUSTMENT
GENERAL INFORMATION REGARDING THE MVA
A surrender or transfer (including a transfer to the Loan Account as a result
of a request by the Owner for a Loan) from the Guaranteed Interest Account with
Market Value Adjustment prior to the Maturity Date of that particular
Accumulation Period, will be subject to a Market Value Adjustment. The Market
Value Adjustment is determined by the multiplication of an MVA Factor by the
Specified Value, or the portion of the Specified Value being surrendered or
transferred (including transfers for the purpose of obtaining a Loan). The
Specified Value is the amount of the allocation of Purchase Payments and
transfers of Fund Value to an Accumulation Period of the Guaranteed Interest
Description of the Guaranteed Interest Account with Market Value Adjustment 6
Account with Market Value Adjustment, plus interest accrued at the Specified
Interest Rate minus prior distributions. The Market Value Adjustment may either
increase or decrease the amount of the distribution. It will not apply to
requests for transfer or full or partial surrenders received at our
administrative office within 30 days before the end of the applicable
Accumulation Period.
The Market Value Adjustment is intended to approximate, without duplicating,
the experience of the Company when it liquidates assets in order to satisfy
contractual obligations. Such obligations arise when Owners request surrenders
or transfers (including transfers for the purpose of obtaining a Loan). When
liquidating assets, the Company may realize either a gain or a loss.
If prevailing interest rates are higher at the time of a surrender or transfer
(including transfers for the purpose of obtaining a Loan) than the Specified
Interest Rate in effect at the time the Accumulation Period commences, the
Company will realize a loss when it liquidates assets in order to process a
surrender or transfer (including transfers for the purpose of obtaining a
Loan); therefore, application of the Market Value Adjustment under such
circumstances will decrease the amount of the surrender or transfer (including
transfers for the purpose of obtaining a Loan).
Generally, if prevailing interest rates are lower than the Specified Interest
Rate in effect at the time the Accumulation Period commences, the Company will
realize a gain when it liquidates assets in order to process a surrender or
transfer (including transfers for the purpose of obtaining a Loan); therefore,
application of the MVA under such circumstances will generally increase the
amount of the surrender or transfer (including transfers for the purpose of
obtaining a Loan) .
The Company measures the relationship between prevailing interest rates and the
Specified Interest Rates it declares through the MVA Factor. The MVA Factor is
described more fully below.
THE MVA FACTOR
The formula for determining the MVA Factor is:
((n-t)/12)
[(1+a)/(1+b)] - 1
Where:
a = the Specified Interest Rate for the Accumulation Period from which
the surrender, transfer or loan is to be taken;
b = the Specified Interest Rate declared at the time a surrender or
transfer is requested for an Accumulation Period equal to the time
remaining in the Accumulation Period from which the surrender or
transfer (including transfer to the Loan Account as a result of a
request by the Owner for a Loan) is requested, plus 0.25%;
n = the Accumulation Period from which the surrender or trans= fer
occurs in months; and
t = the number of elapsed months (or portion thereof) in the =
Accumulation Period from which the surrender or transfer occurs.
If an Accumulation Period equal to the time remaining is not issued by the
Company, the rate will be an interpolation between two available Accumulation
Periods. If two such Accumulation Periods are not available, we will use the
rate for the next closer available Accumulation Period.
If the Company is no longer declaring rates on new payments, we will use
Treasury yields adjusted for investment risk as the basis for the Market Value
Adjustment.
The MVA Factor shown above also accounts for some of the administrative and
processing expenses incurred when fixed-interest investments are liquidated.
This is represented in the addition of 0.25% in the MVA Factor.
The MVA Factor will be multiplied by that portion of the Fund Value being
surrendered, transferred, or distributed for any other reason. If the result is
greater than 0, a gain will be realized by the Owner; if less than 0, a loss
will be realized. If the MVA Factor is exactly 0, no gain or loss will be
realized by the Owner.
CONTRACT CHARGES
The Contracts under which the Guaranteed Interest Account with Market Value
Adjustment are made available have various fees and charges, some of which may
be assessed against allocations made to the Guaranteed Interest Account with
Market Value Adjustment.
Surrender Charges, if applicable, will be assessed against full or partial
surrenders from the Guaranteed Interest Account with Market Value Adjustment.
If any such surrender occurs prior to the Maturity Date for any particular
Accumulation Period elected by the Owner, the amount surrendered will be
subject to a Market Value Adjustment in addition to Surrender Charges. The
variable annuity prospectus fully describes the Surrender Charges. Please refer
to the variable annuity prospectus for complete details regarding the Surrender
Charges under the Contracts.
Mortality and expense risk charges which may be assessed under Contracts will
not be assessed against any allocation to the Guaranteed Interest Account with
Market Value Adjustment. Such charges apply only to the Fund Value allocated to
the Subaccounts.
GUARANTEED INTEREST ACCOUNT AT ANNUITIZATION
On the Annuity Starting Date, the Contract's Cash Value, including the
Specified Value of all Accumulation Periods of the Guaranteed Interest Account
with Market Value Adjustment, will be applied to provide an annuity or any
other option previously chosen by the Owner and permitted by the Company. If
the Owner elected Settlement Option 3 (Single Life Income) or 3A (Joint Life
Income) the Fund Value of the Contract will be applied. Therefore, if
Settlement Options 3 or 3A were to be elected by the Owner, no Surrender Charge
or a Market Value Adjustment would be applied to the Specified Value. However,
if any other settlement option is elected, a lump sum payment will be deemed to
have been elected and a Market Value Adjustment will apply. Also, depending
upon when you purchased your Contract, if no election is in effect on the
Annuity Starting Date, either Settlement Option 3 with a 10-year certain or a
lump sum payment will be deemed to have been elected.
7 Description of the Guaranteed Interest Account with Market Value Adjustment
6. Federal tax status
- --------------------------------------------------------------------------------
INTRODUCTION
The Contract described in this prospectus is designed for use in connection
with certain types of Qualified Plans and on a nonqualified basis. The ultimate
effect of federal income taxes on
o the value of the Contract's Fund Value,
o annuity payments,
o death benefit, and
o economic benefit to the Owner, Annuitant, and the Beneficiary may depend upon
o the type of retirement plan for which the Contract is purchased, and
o the tax and employment status of the individual concerned.
The following discussion of the treatment of the Contract and of the Company
under the federal income tax laws is general in nature. The discussion is based
on the Company's understanding of current federal income tax laws, and is not
intended as tax advice. These federal income tax laws may change without
notice. We cannot predict whether, when, or how these rules could change. Any
change could affect contracts purchased before the change. Congress may also
consider proposals in the future to comprehensively reform or overhaul the
United States tax and retirement systems, which if enacted, could affect the
tax benefits of a Contract. For example, the President's Advisory Panel on
Federal Tax Reform recently announced its tax reform options, which could make
sweeping changes to many longstanding tax rules. Among the proposed options are
new tax-favored savings accounts which would replace many existing qualified
plan arrangements and would eliminate certain tax benefits currently available
to nonqualified deferred annuity contracts by annually taxing any withdrawable
cash value build-up in such contracts. We cannot predict what, if any,
legislation will actually be proposed or enacted based on these options. Any
person considering the purchase of a Contract should consult a qualified tax
adviser. The Company does not make any guarantee regarding any tax status,
federal, state, or local, of any Contract or any transaction involving the
Contract.
TAXATION OF ANNUITIES IN GENERAL
The Contract described in this prospectus is designed for use in connection
with certain types of Qualified Plans and on a nonqualified basis. All or a
portion of the contributions to such Qualified Plans will be used to make
Purchase Payments under the Contract. In general, contributions to Qualified
Plans and income earned on contributions to all plans are tax-deferred until
distributed to plan participants or their beneficiaries. Such tax deferral of
interest earned on contributions is not, however, available for Non-Qualified
Contracts if the Owner is other than a natural person unless the Contract is
held as an agent for a natural person. Annuity payments made under a Contract
are generally taxable to the Annuitant as ordinary income except to the extent
of:
o Participant after-tax contributions (in the case of Qualified Plans), or
o Owner contributions (in the case of Non-Qualified Contracts).
Owners, Annuitants, and beneficiaries should seek advice from their own tax
advisers about the tax consequences of distributions, withdrawals and payments
under Non-qualified Contracts and under any Qualified Plan in connection with
which the Contract is purchased. For Qualified Contracts, among other things
individuals should discuss with their tax advisers are the "required minimum
distribution rules" which generally require distributions to be made after age
70-1/2 and after death, including requirements applicable to the calculation of
such required distributions from annuity contracts funding Qualified Plans.
Federal tax law imposes requirements for determining the amount includable in
gross income with respect to amounts not received as an annuity. Amounts
include, but are not limited to, distributions, transfers, including gratuitous
transfers, and pledges of the Contract. Amounts from all annuity contracts
issued during any calendar year by the same company or an affiliate (other than
those under certain qualified retirement plans) in the same year will be
treated as distributed from one annuity contract. The Internal Revenue Service
is given power to prescribe additional rules to prevent avoidance of this rule
through serial purchases of contracts or otherwise. These rules do not apply to
Qualified Plans.
The Company will withhold and remit to the U.S. Government and, where
applicable to state and local governments, part of the taxable portion of each
distribution made under a Contract unless the Owner or Annuitant:
(1) provides his or her taxpayer identification number to the Company, and
(2) notifies the Company that he or she chooses not to have amounts withheld.
Distributions of plan benefits from qualified retirement plans, other than
traditional individual retirement arrangements ("traditional IRAs"), generally
will be subject to mandatory federal income tax withholding unless they are:
(1) Part of a series of substantially equal periodic payments (at least
annually) for
(a) the participant's life or life expectancy,
(b) the joint lives or life expectancies of the participant and his/ her
beneficiary,
(c) or a period certain of not less than 10 years;
(2) Required minimum distributions; or
Federal tax status 8
(3) Qualifying hardship distributions.
The withholding can be avoided if the participant's interest in the plan is
directly rolled over by the old plan to another eligible retirement plan,
including a traditional IRA. A direct rollover to the new plan can be made only
in accordance with the terms of the old plan.
Under the generation skipping transfer tax, the Company may be liable for
payment of this tax under certain circumstances. In the event that the Company
determines that such liability exists, an amount necessary to pay the
generation skipping transfer tax may be subtracted from the death benefit
proceeds.
RETIREMENT PLANS
Aside from Contracts purchased on a nonqualified basis the Contract described
in this prospectus currently is designed for use with the following types of
retirement plans:
(1) Pension and Profit Sharing Plans established by eligible employ ers, as
permitted by Sections 401(a) and 401(k) of the Code, including those
purchasers who would have been covered under the rules governing H.R. 10
(Keogh) Plans;
(2) Individual Retirement Annuities permitted by Section 408(b) of the Code,
including Simplified Employee Pensions established by employers pursuant to
Section 408(k);
(3) Roth IRAs permitted by Section 408A of the Code; and
(4) Deferred compensation plans provided by certain governmental entities and
tax-exempt organizations under Section 457.
The tax rules applicable to participants in such retirement plans vary
according to the type of plan and its terms and conditions. Therefore, no
attempt is made here to provide more than general information about the use of
the Contract with the various types of retirement plans. Participants in such
plans as well as Owners, Annuitants, and Beneficiaries are cautioned that the
rights of any person to any benefits under these plans are subject to the terms
and conditions of the plans themselves, regardless of the terms and conditions
of the Contract. The Company will provide purchasers of Contracts used in
connection with Individual Retirement Annuities with such supplementary
information as may be required by the Internal Revenue Service or other
appropriate agency. Any person contemplating the purchase of a Contract should
consult a qualified tax adviser.
TAX TREATMENT OF THE COMPANY
Under existing federal income tax laws, the income of the Guaranteed Interest
Account with Market Value Adjustment, to the extent it exceeds amounts applied
to increase reserves under the Contract, excess interest credited to the
Contract and the Guaranteed Interest Account with Market Value Adjustment's
allocable share of ordinary and necessary business expenses and other business
deductions, is taxable to the Company.
9 Federal tax status
7. Investments
- --------------------------------------------------------------------------------
Amounts allocated to the Guaranteed Interest Account with Market Value
Adjustment are transferred to the General Account of the Company. Amounts
allocated to the General Account of the Company are subject to the liabilities
arising from the business the Company conducts. This is unlike amounts
allocated to the Subaccounts of the Variable Account A, which are not subject
to the liabilities arising from the business the Company conducts.
The Company has sole investment discretion over the investment of the assets of
the General Account. We will invest these amounts primarily in investment-grade
fixed income securities including: securities issued by the U.S. Government or
its agencies or instrumentalities, which issues may or may not be guaranteed by
the U.S. Government; debt securities that have an investment grade, at the time
of purchase, within the four highest grades assigned by Moody's Investor
Services, Inc., Standard & Poor's Corporation, or any other nationally
recognized rating service; mortgage-backed securities collateralized by real
estate mortgage loans or securities collateralized by other assets, that are
insured or guaranteed by the Federal Home Loan Mortgage Association, the
Federal National Home Mortgage Association, or the Government National Mortgage
Association, or that have an investment grade at the time of purchase within
the four highest grades described above; commercial and agricultural mortgage
loans; other debt instruments; commercial paper; cash or cash equivalents.
Variable annuity Owners having allocated amounts to a particular Accumulation
Period of the Guaranteed Interest Account with Market Value Adjustment will not
have a direct or indirect interest in these investments, nor will they have a
claim against any particular assets of the Company. The overall investment
performance of the General Account will not increase or decrease their claim
against the Company.
There is no specific formula for establishing Specified Interest Rates. The
Specified Interest Rates declared by the Company for the various Accumulation
Periods will not necessarily correspond to the performance of any group of
assets of the General Account. We will consider certain factors in determining
these rates, such as regulatory and tax environment, sales commissions,
administrative expenses borne by us, and competitive factors. The Company's
management will make the final determination of these rates. However, the
Specified Interest Rate will never be less than 3.50%.
Investments 10
8. Contracts and the distribution of the Guaranteed Interest Account with
Market Value Adjustment
- --------------------------------------------------------------------------------
Interests in the Guaranteed Interest Account with Market Value Adjustment are
only available through certain Contracts issued by the Company. The appropriate
variable annuity prospectus and statement of additional information also
contain information regarding the distribution of the Contracts.
The Contracts are distributed by both AXA Advisors, LLC ("AXA Advisors") and
AXA Distributors, LLC ("AXA Distributors") (together, the "Distributors"). The
Distributors serve as principal underwriters of the securities issued with
respect to the MONY America Variable Account A.+ The offering of the Contracts
is intended to be continuous.
AXA Advisors (the successor to EQ Financial Consultants, Inc.) and AXA
Distributors are affiliates of the Company and are registered with the SEC as
broker-dealers and are members of the National Association of Securities
Dealers, Inc. ("NASD"). Their principal business address is 1290 Avenue of the
Americas, New York, NY 10104. Both broker-dealers also act as distributors for
other of the Company's annuity products. AXA Distributors is a successor by
merger to all of the functions, rights and obligations of Equitable
Distributors, Inc. ("EDI"). Like AXA Distributors, EDI was owned by Equitable
Holdings, LLC. As of June 6, 2005, registered representatives of MONY
Securities Corporation became registered representatives of AXA Advisors.
The Contracts are sold by financial professionals of AXA Advisors and its
affiliates and by financial professionals of both affiliated and unaffiliated
broker-dealers that have entered into selling agreements with the Distributors
("Selling broker-dealers"). The Distributors are under the common control of
AXA Financial, Inc.
The Company pays sales compensation to both Distributors. In general, the
Distributors will pay all or a portion of the sales compensation they receive
from the Company to individual financial representatives of Selling
broker-dealers. Selling broker-dealers will, in turn, pay all or a portion of
the compensation they receive from the Distributors to individual financial
representatives as commissions related to the sale of the Contracts.
Sales compensation paid to the Distributors will generally not exceed 6.50% of
the total Purchase Payments made under the Contracts, plus, starting in the
second Contract Year, up to 0.25% of the account value of the Contracts. The
Distributors, in turn, may pay their financial professionals (or Selling
broker-dealers) either all or a portion of the sales compensation that they
receive.
The Distributors may also pay certain affiliated and/or unaffiliated Selling
broker-dealers and other financial intermediaries additional compensation for
certain services and/or in recognition of certain expenses that may be incurred
by them or on their behalf (commonly referred to as "marketing allowances").
Services for which such payments are made may include, but are not limited to,
the preferred placement of the Company and/or its products on a company and/or
product list; sales personnel training; due diligence and related costs;
marketing and related services; conferences; and/or other support services,
including some that may benefit the Contract owner. Payments may be based on
the amount of assets or Purchase Payments attributable to Contracts sold
through a Selling broker-dealer or, in the case of conference support, such
payments may be a fixed amount. The Distributors may also make fixed payments
to Selling broker-dealers in connection with the initiation of a new
relationship or the introduction of a new product. These payments may serve as
an incentive for Selling broker-dealers to promote the sale of the Company's
products. Additionally, as an incentive for financial professionals of Selling
broker-dealers to promote the sale of particular products, the Distributors may
increase the sales compensation paid to the Selling broker-dealer for a period
of time (commonly referred to as "compensation enhancements"). Marketing
allowances and sales incentives are made out of the Distributors' assets. Not
all Selling broker-dealers receive these kinds of payments. For more
information about any such arrangements, ask your financial professional.
The Distributors receive 12b-1 fees from certain portfolios for providing
certain distribution and/or shareholder support services. The Distributors or
their affiliates may also receive payments from the advisers of the portfolios
or their affiliates to help defray expenses for sales meetings or seminar
sponsorships that may relate to the Contracts and/or the advisers' respective
portfolios. In connection with portfolios offered through unaffiliated
insurance trusts, the Distributors or their affiliates may also receive other
payments from the advisers of the portfolios or their affiliates for providing
distribution, administrative and/or shareholder support services.
In an effort to promote the sale of the Company's products, AXA Advisors may
provide its financial professionals and managerial personnel with a higher
percentage of sales commissions and/or compensation for the sale of an
affiliated variable product than it would the sale of an unaffiliated product.
Such practice is known as providing "differential compensation." AXA Advisors
may provide other forms of compensation to its financial professionals
including health and retirement benefits. In addition, managerial personnel may
receive expense reimbursements, marketing allowances and commission-based
payments known as "overrides." For tax reasons, AXA Advisors financial
professionals qualify for health and retirement benefits based solely on their
sales of our affiliated products.
These payments and differential compensation (together, the "payments") can
vary in amount based on the applicable product and/or entity or individual
involved. As with any incentive, such payments may cause the financial
professional to show preference in recommending the purchase or sale of the
Company's products. However, under applicable rules of the NASD, AXA Advisors
may only recommend to you products that they reasonably believe are suitable
for you based on
- ----------------------
+ Prior to June 6, 2005, MONY Securities Corporation served as both the
distributor and principal underwriter of the Contracts.
11 Contracts and the distribution of the Guaranteed Interest Account with
Market Value Adjustment
facts that you have disclosed as to your other security holdings, financial
situation and needs. In making any recommendation, financial professionals of
AXA Advisors may nonetheless face conflicts of interest because of the
differences in compensation from one product category to another, and because
of differences in compensation between products in the same category.
In addition, AXA Advisors may offer sales incentive programs to financial
professionals who meet specified production levels for the sale of both
affiliated and unaffiliated products which provide non-cash compensation such
as stock options awards and/or stock appreciation rights, expense-paid trips,
expense-paid educational seminars and merchandise.
Although the Company takes all of its costs into account in establishing the
level of fees and expenses in its products, any compensation paid will not
result in any separate charge to you under your Contract. All payments made
will be in compliance with all applicable NASD rules and other laws and
regulations.
Contracts and the distribution of the Guaranteed Interest Account with Market
Value Adjustment 12
9. MONY Life Insurance Company of America
- --------------------------------------------------------------------------------
The Guaranteed Interest Account with Market Value Adjustment is issued by MONY
Life Insurance Company of America (the "Company"). The Company is an Arizona
stock life insurance corporation organized in 1969. The Company is an indirect,
wholly-owned subsidiary of AXA Financial, Inc., a holding company, which is
itself an indirect, wholly-owned subsidiary of AXA. AXA is a French holding
company for an international group of insurance and related financial services
companies. As the ultimate sole shareholder of the Company, and under its other
arrangements with the Company and parent, AXA exercises significant influence
over the operations and capital structure of the Company and its parent. AXA
holds its interest in the Company through a number of other intermediate
holding companies, including Oudinot Participations, AXA America Holdings Inc.
and MONY Holdings, LLC, and MONY Life Insurance Company, a life insurance
company. The Company is obligated to pay all amounts that are promised to be
paid under the Contracts. No company other than the Company, however, has any
legal responsibility to pay amounts that the Company owes under the Contracts.
The Company is obligated to pay all amounts promised under the Guaranteed
Interest Account with Market Value Adjustment.
AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$643.4 billion in assets as of December 31, 2005. The Company is licensed to
sell life insurance and annuities in forty-nine states (not including New
York), the District of Columbia, and Puerto Rico. Our home office is located at
1290 Avenue of the Americas, New York, NY 10104
13 MONY Life Insurance Company of America
10. Experts
- --------------------------------------------------------------------------------
We have incorporated by reference into the Registration Statement of which this
prospectus is a part and/or into this prospectus the financial statements of
MONY Life Insurance Company of America as of December 31, 2005 and 2004, and
for each of the years in the three-year period ended December 31, 2005, which
have been audited by PricewaterhouseCoopers LLP, an independent registered
public accounting firm, as set forth in its report thereon appearing in the
Company's annual report on Form 10-K for the year ended December 31, 2005. Such
financial statements are included and incorporated herein by reference, in
reliance on the report of that firm given upon the authority of said firm as
experts in accounting and auditing. PricewaterhouseCoopers LLP also provides
certain other non-audit services to the Company as permitted by the applicable
SEC independence rules, and as disclosed in the Company's Form 10-K.
Experts 14
11. Available information
- --------------------------------------------------------------------------------
The Company files reports and other information with the Securities and
Exchange Commission ("SEC"), as required by law. You may read and copy this
information at the SEC's public reference facilities at Room 1580, 100 F
Street, NE, Washington, DC 20549, or by accessing the SEC's website at
http://www.sec.gov. The public may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the
Securities Act of 1933, the Company has filed with the SEC a registration
statement relating to the Guaranteed Interest Account with Market Value
Adjustment (the "Registration Statement"). This prospectus has been filed as
part of the Registration Statement and does not contain all of the information
set forth in the Registration Statement. Please see the Registration Statement
for additional information concerning the Guaranteed Interest Account with
Market Value Adjustment.
The Company's annual report on Form 10-K for the year ended December 31, 2005
is hereby incorporated into this prospectus by reference. Please refer to Form
10-K for a description of the Company and its business, including financial
statements. The Company intends to send Owners account statements and other
such legally-required reports. The Company does not anticipate such reports
will include periodic financial statements or information concerning the
Company.
15 Available information
12. Incorporation of certain documents by reference
- --------------------------------------------------------------------------------
The Company's Annual Report on Form 10-K for the year ended December 31, 2005
is considered to be a part of this prospectus because it is incorporated by
reference.
Any statement contained in a document that is, or becomes part of this
prospectus, will be considered changed or replaced for purposes of this
prospectus if a statement contained in this prospectus changes or is replaced.
Any statement that is considered to be a part of this prospectus because of its
incorporation will be considered changed or replaced for the purpose of this
prospectus if a statement contained in any other subsequently filed document
that is considered to be part of this prospectus changes or replaces that
statement. After that, only the statement that is changed or replaced will be
considered to be part of this prospectus.
We file our Exchange Act documents and reports, including our Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q, electronically according to EDGAR
under CIK No. 0000835357. The SEC maintains a Web site that contains reports,
proxy and information statements, and other information regarding registrants
that file electronically with the SEC. The address of the site is
http://www.sec.gov.
Upon written or oral request, we will provide, free of charge, to each person
to whom this prospectus is delivered, a copy of any or all of the documents
considered to be part of this prospectus because they are incorporated herein.
This does not include exhibits not specifically incorporated by reference into
the text of such documents. Requests for documents should be directed to MONY
Life Insurance Company of America, 1290 Avenue of the Americas, New York, New
York 10104, Attention: Corporate Secretary (telephone: (212) 554-1234). You can
also find our annual report on Form 10-K on our website at
www.axa-financial.com.
Incorporation of certain documents by reference 16
PART II
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
ESTIMATED
ITEM OF EXPENSE EXPENSE
- --------------------------------------------------------------- ---------
Registration fees $ 0
Federal taxes N/A
State taxes and fees (based on 50 state average) N/A
Trustees' fees N/A
Transfer agents' fees N/A
Printing and filing fees $50,000*
Legal fees N/A
Accounting fees N/A
Audit fees $20,000*
Engineering fees N/A
Directors and officers insurance premium paid by Registrant N/A
- -------------
* Estimated expense.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The By-Laws of MONY Life Insurance Company of America provide, in Article
VI as follows:
ARTICLE VI
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
SECTION 1. NATURE OF INDEMNITY. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that he or she
is or was or has agreed to become a director or officer of the Corporation, or
is or was serving or has agreed to serve at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, and may indemnify any person who was or is a party or
is threatened to be made a party to such an action, suit or proceeding by reason
of the fact that he or she is or was or has agreed to become an employee or
agent of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her or on his or her behalf in
connection with such action, suit or proceeding and any appeal therefrom, if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding had no reasonable cause to believe his or her
conduct was unlawful; except that in the case of an action or suit by or in the
right of the Corporation to procure a judgment in its favor (1) such
indemnification shall be limited to expenses (including attorneys' fees)
actually and reasonably incurred by such person in the defense or settlement of
such action or suit, and (2) no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the court in which
such action or suit was brought or other court of competent jurisdiction shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of no contest or its equivalent, shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which he or she reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his or her conduct was
unlawful.
SECTION 6. SURVIVAL; PRESERVATION OF OTHER RIGHTS. The foregoing
indemnification provisions shall be deemed to be a contract between the
Corporation and each director, officer, employee and agent who serves in any
such capacity at any time while these provisions as well as the relevant
provisions of Title 10, Arizona Revised Statutes are in effect and any repeal or
modification thereof shall not affect any right or obligation then existing with
respect to any state of facts then or previously existing or any action, suit or
proceeding previously or thereafter brought or threatened based in whole or in
part upon any such state of facts. Such a "contract right" may not be modified
retroactively without the consent of such director, officer, employee or agent.
The indemnification provided by this Article shall not be deemed
exclusive of any other right to which those indemnified may be entitled under
any by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
SECTION 7. INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity or arising out of his or
her status as such, whether or not the Corporation would have the power to
indemnify such person against such liability under the provisions of this
By-Law.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
None
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1) Form of Underwriting Agreement. Distribution Agreement among
MONY Life Insurance Company of America, MONY Securities Corp., and AXA
Distributors, LLC, incorporated herein by reference to Post Effective
Amendment No. 7 to the registration statement on Form N-4 (File No.
333-72632) filed on April 22, 2005.
(4) Form of Policy.
(a) Proposed form of flexible payment variable annuity contract,
incorporated herein by reference to Exhibit 4 to Registration
Statement (File No. 333-59717) on Form N-4, filed on July 23, 1998.
(b) Proposed form of flexible payment variable annuity contract,
incorporated herein by reference to Exhibit 4 to Registration
Statement (File No. 333-72632) on Form N-4, filed on January 9,
2002.
(5) Opinion and consent of counsel regarding legality
(a) Opinion and consent of David S. Waldman as to the legality
of the securities being registered, incorporated herein by reference
to Post-Effective Amendment No. 1 to Form S-1 on Form S-2 (File
No. 333-105089) filed on August 4, 2004.
(b) Opinion and consent of Dodie Kent as to the legality of the
securities being registered.
(8) Opinion and consent of Robert Levy as to tax matters,
incorporated herein by reference to Post-Effective Amendment No. 1
to Form S-1 on Form S-2 (File No. 333-105089) filed on August 4,
2004.
5
(10) Material Contracts.
(a) Services Agreement between The Mutual Life Insurance
Company of New York and MONY Life Insurance Company of America,
incorporated herein by reference to Post-Effective Amendment No. 22
to the registration statement on Form N-6 (File No. 333-06071) filed
on April 30, 2003.
(b) Amended and Restated Services Agreement between MONY Life
Insurance Company of America and AXA Equitable Life Insurance
Company dated as of February 1, 2005, incorporated herein by
reference to Exhibit 10.2 to Annual Report (File No. 333-65423) on
Form 10-K, filed on March 31, 2005.
(13) Reports to Security Holders.
(a) Form 10-K for the fiscal year ended December 31, 2005 is
incorporated herein by reference to Form 10-K (File No. 333-65423)
filed on March 17, 2006 (accession nbr. 0000771726-06-000124).
(23) Consents of Experts and Counsel.
(a) Consent of PricewaterhouseCoopers LLP, independent
registered public accounting firm (to be filed by amendment).
(b) See Item (5) above.
(24) Powers of Attorney.
(a) Power of Attorney for Christopher M. Condron, incorporated
herein by reference to Post-Effective Amendment No. 1 to Form S-1 on
Form S-2 (File No. 333-105089) filed on August 4, 2004.
(b) Power of Attorney for Stanley B. Tulin, incorporated
herein by reference to Post-Effective Amendment No. 1 to Form S-1 on
Form S-2 (File No. 333-105089) filed on August 4, 2004.
(c) Power of Attorney for Alvin H. Fenichel, incorporated
herein by reference to Post-Effective Amendment No. 1 to Form S-1 on
Form S-2 (File No. 333-105089) filed on August 4, 2004.
(d) Power of Attorney for Bruce W. Calvert, incorporated
herein by reference to Post-Effective Amendment No. 1 to Form S-1 on
Form S-2 (File No. 333-105089) filed on August 4, 2004.
(e) Power of Attorney for Henri de Castries, incorporated
herein by reference to Post-Effective Amendment No. 1 to Form S-1 on
Form S-2 (File No. 333-105089) filed on August 4, 2004.
(f) Power of Attorney for Denis Duverne, incorporated herein
by reference to Post-Effective Amendment No. 1 to Form S-1 on Form
S-2 (File No. 333-105089) filed on August 4, 2004.
(g) Power of Attorney for Mary R. Henderson, incorporated
herein by reference to Post-Effective Amendment No. 1 to Form S-1 on
Form S-2 (File No. 333-105089) filed on August 4, 2004.
(h) Power of Attorney for James F. Higgins, incorporated
herein by reference to Post-Effective Amendment No. 1 to Form S-1 on
Form S-2 (File No. 333-105089) filed on August 4, 2004.
(i) Power of Attorney for W. Edwin Jarmain, incorporated
herein by reference to Post-Effective Amendment No. 1 to Form S-1 on
Form S-2 (File No. 333-105089) filed on August 4, 2004.
(j) Power of Attorney for Christina Johnson Wolff,
incorporated herein by reference to Post-Effective Amendment No. 1
to Form S-1 on Form S-2 (File No. 333-105089) filed on August 4,
2004.
(k) Power of Attorney for Scott D. Miller, incorporated herein
by reference to Post-Effective Amendment No. 1 to Form S-1 on Form
S-2 (File No. 333-105089) filed on August 4, 2004.
(l) Power of Attorney for Joseph H. Moglia, incorporated
herein by reference to Post-Effective Amendment No. 1 to Form S-1 on
Form S-2 (File No. 333-105089) filed on August 4, 2004.
(m) Power of Attorney for Peter J. Tobin, incorporated herein
by reference to Post-Effective Amendment No. 1 to Form S-1 on Form
S-2 (File No. 333-105089) filed on August 4, 2004.
ITEM 17. UNDERTAKINGS
(a) Rule 415 offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease
6
in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) Not applicable.
(5) That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser each prospectus filed pursuant to
Rule 424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of
and included in the registration statement as of the date it is first used
after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time of contract
of sale prior to such first use, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to
such date of first use.
(6) That, for the purpose of determining liability of the registrant
under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant undertakes that
in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used
to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications,
the undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be filed
pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used or
referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about the
undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
(iv) Any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
(i) Not applicable.
(j) Not applicable.
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City and State of
New York, on this 29th day of March, 2006.
MONY Life Insurance Company of America
(Registrant)
By: /s/ Dodie Kent
---------------------------------
Dodie Kent
Vice President and Counsel
MONY Life Insurance Company of America
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
PRINCIPAL EXECUTIVE OFFICERS:
*Christopher M. Condron Chairman of the Board, President and
Chief Executive Officer, Director
PRINCIPAL FINANCIAL OFFICER:
*Stanley B. Tulin Vice Chairman of the Board and
Chief Financial Officer, Director
PRINCIPAL ACCOUNTING OFFICER:
*Alvin H. Fenichel Senior Vice President and Controller
*DIRECTORS:
Bruce W. Calvert Mary R. (Nina) Henderson Joseph H. Moglia
Christopher M. Condron James F. Higgins Peter J. Tobin
Henri de Castries W. Edwin Jarmain Stanley B. Tulin
Denis Duverne Scott D. Miller Christina Johnson Wolff
*By: /s/ Dodie Kent
------------------------
Dodie Kent
Attorney-in-Fact
March 29, 2006
8
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION TAG VALUE
- ----------- --------------------------------------------------- -----------
(5)(b) Opinion and Consent of Dodie Kent 99.5b
9