REGISTRATION NO. 333-180068
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
PRE-EFFECTIVE AMENDMENT NO. 1 TO
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)
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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 REGISTRAT'S PRINCIPAL EXECUTIVE OFFICES)
-----------------
DODIE KENT
VICE PRESIDENT AND ASSOCIATE GENERAL 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)
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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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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 (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. [_]
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. [_]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [_] Accelerated filer [_]
Non-accelerated filer [X] (Do not check if a smaller reporting company) Smaller reporting company [_]
================================================================================
Market Stabilizer Option(R) Available Under Certain Variable Life Insurance
Policies Issued by MONY Life Insurance Company of America
PROSPECTUS DATED MAY 1, 2012
Please read and keep this Prospectus for future reference. It contains
important information that you should know before purchasing or taking any
other action under your policy. Also, this Prospectus must be read along with
the appropriate variable life insurance policy prospectus. This Prospectus is
in addition to the appropriate variable life insurance policy prospectus and
all information in the appropriate variable life insurance policy prospectus
continues to apply unless addressed by this Prospectus.
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MONY Life Insurance Company of America (the "Company" or "MONY America") issues
the Market Stabilizer Option(R) described in this Prospectus. The Market
Stabilizer Option(R) is available only under certain variable life insurance
policies that we offer and may not be available through your financial
professional.
Among the many terms associated with the Market Stabilizer Option(R) are:
.. Index-Linked Return for approximately a one year period tied to the
performance of the S&P 500 Price Return index, which excludes dividends as
described below.
.. Index-Linked Return will be applied at the end of the period (your Segment
Term) on the Segment Maturity Date and only to amounts remaining within the
segment until the Segment Maturity Date. The Index-Linked Return will not
be applied before the Segment Maturity Date.
.. The Index-Linked Return could be positive, zero or in certain circumstances
negative as described below. In the event that the S&P 500 Price Return
index sustains a 100% loss, the maximum loss of principal would be 75%.
THEREFORE, THERE IS THE POSSIBILITY OF A NEGATIVE RETURN ON THIS INVESTMENT
AT THE END OF YOUR SEGMENT TERM, WHICH COULD RESULT IN A SIGNIFICANT LOSS
OF PRINCIPAL.
.. An Early Distribution Adjustment will be made for distributions (including
deductions) from the Segment Account Value before the Segment Maturity
Date. ANY EARLY DISTRIBUTION ADJUSTMENT THAT IS MADE WILL CAUSE YOU TO LOSE
PRINCIPAL THROUGH THE APPLICATION OF A PUT OPTION FACTOR, AS EXPLAINED
LATER IN THIS PROSPECTUS, AND THAT LOSS COULD POTENTIALLY BE SUBSTANTIAL.
Therefore you should carefully consider whether to make such distributions
and/or maintain enough value in your Unloaned Guaranteed Interest Option
("Unloaned GIO") and/or variable investment options to cover your monthly
deductions. The Unloaned GIO is the portion of the Guaranteed Interest
Option ("GIO") that is not being held to secure policy loans you have
taken. As described later in this Prospectus, we will attempt to maintain a
reserve (Charge Reserve Amount) to cover your monthly deductions, but it is
possible that the Charge Reserve Amount will be insufficient to cover your
monthly deductions.
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These are only some of the terms associated with the Market Stabilizer
Option(R). Please read this Prospectus for more details about the Market
Stabilizer Option(R). Also, this Prospectus must be read along with the
appropriate variable life insurance policy prospectus as well as the
appropriate variable life insurance policy and policy rider for this option.
Please refer to page 4 of this Prospectus for a Definitions section that
discusses these and other terms associated with the Market Stabilizer
Option(R). PLEASE REFER TO PAGE 7 OF THIS PROSPECTUS FOR A DISCUSSION OF RISK
FACTORS.
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OTHER MONY AMERICA POLICIES. We offer a variety of fixed and variable life
insurance policies which offer policy features, including investment options,
that are different from those offered by this Prospectus. Not every policy or
feature is offered through your financial professional. You can contact us to
find out more about any other MONY America insurance policy.
WHAT IS THE MARKET STABILIZER OPTION(R)?
The Market Stabilizer Option(R) ("MSO") is an investment option available under
certain MONY America variable life insurance policies. The option provides for
participation in the performance of the S&P 500 Price Return index, which
excludes dividends (the "Index") up to the Growth Cap Rate that we set on the
Segment Start Date. While the Growth Cap Rate is set at the Company's sole
discretion, the Growth Cap Rate will not change during a Segment Term and the
Growth Cap Rate will always be at least 6%. On the Segment Maturity Date, we
will apply the Index-Linked Rate of Return to the Segment Account Value based
on the performance of the Index. If the performance of the Index has been
positive for the Segment Term and equal to or below the Growth Cap Rate, we
will apply to the Segment Account Value an Index-Linked Rate of Return equal to
the full Index performance. If the performance of the Index has been positive
for the Segment Term and above the Growth Cap Rate, we will apply an
Index-Linked Rate of Return equal to the Growth Cap Rate. If the Index has
negative performance, the Index-Linked Rate of Return will be 0% unless the
Index performance goes below -25% for the Segment Term. In that case only the
negative performance in excess of -25% will be applied to the Segment Account
Value and you bear the entire risk of loss of principal for the portion of
negative performance that exceeds -25%. Please see "Index-Linked Return" in
"Description of the Market Stabilizer Option(R)" later in this prospectus.
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PLEASE NOTE THAT YOU WILL NOT BE CREDITED WITH ANY POSITIVE INDEX PERFORMANCE
WITH RESPECT TO AMOUNTS THAT ARE REMOVED FROM A SEGMENT PRIOR TO THE SEGMENT
MATURITY DATE. EVEN WHEN THE INDEX PERFORMANCE HAS BEEN POSITIVE, SUCH EARLY
REMOVALS WILL CAUSE YOU TO LOSE SOME PRINCIPAL. PLEASE SEE "EARLY DISTRIBUTION
ADJUSTMENT" LATER IN THIS PROSPECTUS.
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Although under the appropriate variable life insurance policy, we reserve the
right to apply a transfer charge up to $25 for each transfer among your
investment options, there are no transfer charges for transfers into or out of
the MSO Holding Account. Please note that once policy account value has been
swept from the MSO Holding Account into a Segment, transfers into or out of
that Segment before its Segment Maturity Date will not be permitted.
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The Market Stabilizer Option(R) is not sponsored, endorsed, sold or promoted by
Standard & Poor's ("S&P") or its third party licensors. Neither S&P nor its
third party licensors makes any representation or warranty, express or implied,
to the owners of the Market Stabilizer Option(R) or any member of the public
regarding the advisability of investing in securities generally or in the
Market Stabilizer Option(R) particularly or the ability of the S&P 500 Price
Return index (the "Index") to track general stock market performance. S&P's and
its third party licensor's only relationship to MONY America is the licensing
of certain trademarks and trade names of S&P and the third party licensors and
of the Index which is determined, composed and calculated by S&P or its third
party licensors without regard to MONY America or the Market Stabilizer
Option(R). S&P and its third party licensors have no obligation to take the
needs of MONY America or the owners of the Market Stabilizer Option(R) into
consideration in determining, composing or calculating the Index. Neither S&P
nor its third party licensors is responsible for and has not participated in
the determination of the prices and amount of the Market Stabilizer Option(R)
or the timing of the issuance or sale of the Market Stabilizer Option(R) or in
the determination or calculation of the equation by which the Market Stabilizer
Option(R) is to be converted into cash. S&P has no obligation or liability in
connection with the administration, marketing or trading of the Market
Stabilizer Option(R).
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THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. THE CONTRACTS ARE NOT INSURED BY THE FDIC OR ANY OTHER
AGENCY. THEY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK AND ARE NOT BANK
GUARANTEED. THEY ARE SUBJECT TO INVESTMENT RISKS AND POSSIBLE LOSS OF PRINCIPAL.
EVM-109 (11/10) X03210
NB Cat # 235457
Contents of this Prospectus
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"We," "our," and "us" refer to MONY America.
When we address the reader of this Prospectus with words such as "you" and
"your," we mean the person who has the right or responsibility that the
Prospectus is discussing at that point. This is usually the policy owner.
MARKET STABILIZER OPTION(R)
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Who is MONY Life Insurance Company of America? 3
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1. DEFINITIONS 4
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2. FEE TABLE SUMMARY 6
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3. RISK FACTORS 7
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4. DESCRIPTION OF THE MARKET STABILIZER OPTION(R) 8
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5. DISTRIBUTION OF THE POLICIES 17
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6. INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE 18
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APPENDICES
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I -- Early Distribution Adjustment Examples A-1
2 CONTENTS OF THIS PROSPECTUS
Who is MONY Life Insurance Company of America?
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We are MONY Life Insurance Company of America ("MONY America"), an Arizona
stock life insurance corporation organized in 1969. MONY America is an
indirect, wholly-owned subsidiary of AXA Financial, Inc., (the "parent") a
holding company, which is itself an indirect, wholly-owned subsidiary of AXA SA
("AXA"). AXA is a French holding company for an international group of
insurance and related financial services companies. As the ultimate sole
shareholder of MONY America, and under its other arrangements with MONY America
and its parent, AXA exercises significant influence over the operations and
capital structure of MONY America and its parent. AXA holds its interest in
MONY America through a number of other intermediate holding companies,
including Oudinot Participations, AXA America Holdings, Inc., AXA Equitable
Financial Services, LLC and MONY Life Insurance Company, a life insurance
company. MONY America is obligated to pay all amounts that are promised to be
paid under the policies. No company other than MONY America, however, has any
legal responsibility to pay amounts that MONY America owes under the policies.
AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$508 billion in assets as of December 31, 2011. MONY America is licensed to
sell life insurance and annuities in forty-nine states (not including New
York), the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our
home office is located at 1290 Avenue of the Americas, New York, NY 10104.
HOW TO REACH US
Please refer to the "How to reach us" section of the appropriate variable life
insurance policy prospectus for more information regarding contacting us and
communicating your instructions. We also have specific forms that we recommend
you use for electing the MSO and any MSO transactions.
WHO IS MONY LIFE INSURANCE COMPANY OF AMERICA? 3
1. Definitions
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CHARGE RESERVE AMOUNT -- A minimum amount of policy account value in the
Unloaned GIO (the portion of the Guaranteed Interest Option ("GIO") that is not
being held to secure policy loans you have taken.) that you are required to
maintain in order to approximately cover all of the estimated monthly charges
for the policy (including, but not limited to, the policy's monthly cost of
insurance charge, the policy's monthly administrative charge, the policy's
monthly mortality and expense risk charge, the MSO's monthly Variable Index
Segment Account Charge (the monthly charge deducted from the policy account)
and any monthly optional rider charges, (please see "Charges" later in this
Prospectus for more information) during the Segment Term. The Charge Reserve
Amount will be determined on each Segment Start Date as an amount projected to
be sufficient to cover all of the policy's monthly deductions during the
Segment Term, assuming at the time such calculation is made that no interest or
investment performance is credited to or charged against the policy account and
that no policy changes or additional premium payments are made. The Charge
Reserve Amount will be reduced by each subsequent monthly deduction (but not to
less than zero). THERE IS NO REQUIREMENT TO MAINTAIN A CHARGE RESERVE AMOUNT,
WHICH WOULD COVER APPROXIMATELY ALL ESTIMATED MONTHLY POLICY CHARGES, IF YOU
ARE NOT IN A SEGMENT. Please see "Segments" later in this Prospectus for more
information about the investment options from which account value could be
transferred to the Unloaned GIO on a Segment Start Date in order to meet this
requirement.
DOWNSIDE PROTECTION (ALSO REFERRED TO IN YOUR POLICY AS THE "SEGMENT LOSS
ABSORPTION THRESHOLD RATE") -- This is your protection against negative
performance of the S&P 500 Price Return index for a Segment held until its
Segment Maturity Date. It is currently -25%. THE DOWNSIDE PROTECTION IS SET ON
THE SEGMENT START DATE AND ANY DOWNSIDE PROTECTION IN EXCESS OF -25% WILL BE
SET AT THE COMPANY'S SOLE DISCRETION. However, the Downside Protection will not
change during a Segment Term and at least -25% of Downside Protection will
always be provided when a Segment is held until the Segment Maturity Date.
EARLY DISTRIBUTION ADJUSTMENT ("EDA," MAY ALSO BE REFERRED TO IN YOUR POLICY AS
THE "MARKET VALUE ADJUSTMENT") -- The EDA is an adjustment that we make to your
Segment Account Value, before a Segment matures, in the event you surrender
your policy, take a loan from a Segment or if we should find it necessary to
make deductions for monthly charges or any other distribution from a Segment.
(Such other distributions would include any distributions from the policy that
we deem necessary to continue to qualify the policy as life insurance under
applicable tax law, any unpaid loan interest, or any distribution in connection
with the exercise of a rider available under your policy.) AN EDA THAT IS MADE
WILL CAUSE YOU TO LOSE PRINCIPAL THROUGH THE APPLICATION OF A PUT OPTION
FACTOR, WHICH ESTIMATES THE MARKET VALUE, AT THE TIME OF AN EARLY DISTRIBUTION,
OF THE RISK THAT YOU WOULD SUFFER A LOSS IF YOUR SEGMENT WERE CONTINUED
(WITHOUT TAKING THE EARLY DISTRIBUTION) UNTIL ITS SEGMENT MATURITY DATE AND
THAT LOSS COULD BE SUBSTANTIAL. However, because of a pro rata refund of
certain charges already paid that is included in the EDA , the net effect of
the EDA will not always result in the reduction of principal. The EDA will
usually result in a reduction in your Segment Account Value and your other
policy values. Therefore, you should give careful consideration before taking
any early loan or surrender, or allowing the value in your other investment
options to fall so low that we must make any monthly deduction from a Segment.
Please see "Early Distribution Adjustment" later in this Prospectus for more
information.
GROWTH CAP RATE -- The maximum rate of return that will be applied to a Segment
Account Value. THE GROWTH CAP RATE IS SET FOR EACH SEGMENT ON THE SEGMENT START
DATE. WHILE THE GROWTH CAP RATE IS SET AT THE COMPANY'S SOLE DISCRETION, the
Growth Cap Rate will not change during a Segment Term and the Growth Cap Rate
will always be at least 6%.
INDEX -- The S&P 500 Price Return index, which is the S&P 500 index excluding
dividends. This index includes 500 leading companies in leading industries in
the U.S. economy.
INDEX PERFORMANCE RATE -- The Index Performance Rate measures the percentage
change in the Index during a Segment Term for each Segment. If the Index is
discontinued or if the calculation of the Index is substantially changed, we
reserve the right to substitute an alternative index. We also reserve the right
to choose an alternative index at our discretion. Please see "Change in Index"
for more information.
The Index Performance Rate is calculated by ((b) divided by (a)) minus one,
where:
(a)is the value of the Index at the close of business on the Segment Start
Date, and
(b)is the value of the Index at the close of business on the Segment Maturity
Date.
We determine the value of the Index at the close of business, which is the end
of a business day. Generally, a business day is any day the New York Stock
Exchange is open for trading. If the New York Stock Exchange is not open for
trading or if the Index value is, for any other reason, not published on the
Segment Start Date or a Segment Maturity Date, the value of the Index will be
determined as of the end of the most recent preceding business day for which
the Index value is published.
INDEX-LINKED RATE OF RETURN -- The rate of return we apply to calculate the
Index-Linked Return which is based on the Index Performance Rate adjusted to
reflect the Growth Cap Rate and protection against negative performance.
Therefore, if the performance of the Index is zero or positive, we will apply
that performance up to the Growth Cap Rate. If the performance of the Index is
negative, we
4 DEFINITIONS
will apply performance of zero unless the decline in the performance of the
Index is below -25% in which case negative performance in excess of -25% will
apply. Please see the chart under "Index-Linked Return" for more information.
INDEX-LINKED RETURN -- The amount that is applied to the Segment Account Value
on the Segment Maturity Date that is equal to that Segment's Index-Linked Rate
of Return multiplied by the Segment Account Value on the Segment Maturity Date.
The Index-Linked Return may be positive, negative or zero. The Indexed-Linked
Return is only applied to amounts that remain in a Segment Account Value until
the Segment Maturity Date. For example, a surrender of your policy before
Segment maturity will eliminate any Index-Linked Return and be subject to an
Early Distribution Adjustment.
INITIAL SEGMENT ACCOUNT -- The amount initially transferred to a Segment from
the MSO Holding Account on its Segment Start Date, net of:
(a)the Variable Index Benefit Charge (see "Charges" later in this Prospectus)
and
(b)the amount, if any, that may have been transferred from the MSO Holding
Account to the Unloaned GIO to cover the Charge Reserve Amount (see "Charge
Reserve Amount" later in this Prospectus). Such a transfer would be made
from the MSO Holding Account to cover the Charge Reserve Amount only (1) if
you have given us instructions to make such a transfer or (2) in the other
limited circumstances described under "Segments" later in this Prospectus.
MSO HOLDING ACCOUNT -- This is a portion of the EQ/Money Market variable
investment option that holds amounts designated by the policy owner for
investment in the MSO prior to any transfer into the next available new Segment.
SEGMENT -- The portion of your total investment in the MSO that is associated
with a specific Segment Start Date. You create a new Segment each time an
amount is transferred from the MSO Holding Account into a Segment Account.
SEGMENT ACCOUNT VALUE (ALSO REFERRED TO IN YOUR POLICY AS THE "SEGMENT
ACCOUNT") -- The amount of an Initial Segment Account subsequently reduced by
any monthly deductions, policy loans and unpaid loan interest, and
distributions from the policy that we deem necessary to continue to qualify the
policy as life insurance under applicable tax law, which are allocated to the
Segment. Any such reduction in the Segment Account Value prior to its Segment
Maturity Date will result in a corresponding Early Distribution Adjustment,
which will cause you to lose principal, and that loss could be substantial. The
Segment Account Value is used in determining policy account values, death
benefits, and the net amount at risk for monthly cost of insurance calculations
of the policy and the new base policy face amount associated with a requested
change in death benefit option.
For example, if you put $1,000 into the MSO Holding Account, $992.50 would go
into a Segment. This amount represents the Initial Segment Account. The Segment
Account Value represents the value in the Segment which gets reduced by any
deductions allocated to the Segment, with corresponding EDAs, through the
course of the Segment Term. The Segment Distribution Value represents what you
would receive upon surrendering the policy and reflects the EDA upon surrender.
SEGMENT DISTRIBUTION VALUE (ALSO REFERRED TO IN YOUR POLICY AS THE "SEGMENT
VALUE") -- This is the Segment Account Value minus the Early Distribution
Adjustment that would apply on a full surrender of that Segment at any time
prior to the Segment Maturity Date. Segment Distribution Values will be used in
determining policy value available to cover monthly deductions, proportionate
surrender charges for requested face amount reductions, and other
distributions; cash surrender values and maximum loan values subject to any
applicable base policy surrender charge. They will also be used in determining
whether any outstanding policy loan and accrued loan interest exceeds the
policy account value.
SEGMENT MATURITY DATE -- The date on which a Segment Term is completed and the
Index-Linked Return for that Segment is applied to a Segment Account Value.
SEGMENT MATURITY VALUE -- This is the Segment Account Value adjusted by the
Index-Linked Return for that Segment.
SEGMENT START DATE -- The Segment Start Date is the day on which a Segment is
created.
SEGMENT TERM -- The duration of a Segment. The Segment Term for each Segment
begins on its Segment Start Date and ends on its Segment Maturity Date one year
later. We are currently only offering Segment Terms of approximately one year.
We may offer different durations in the future.
DEFINITIONS 5
2. Fee Table Summary
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WHEN
CHARGE IS CURRENT NON- GUARANTEED
MSO CHARGES DEDUCTED GUARANTEED MAXIMUM
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Variable Index Benefit On 0.75% 0.75%
Charge/(1)/ Segment
Start Date
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Variable Index Segment At the 0.65% 1.65%
Account Charge/(1)/ beginning
of each
policy
month
during the
Segment
Term
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Total 1.40% 2.40%
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MAXIMUM SPREAD
WHEN CHARGE IS PERCENTAGE THAT MAY
OTHER DEDUCTED BE DEDUCTED
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Loan Interest Spread/(2)/ On each policy Oregon policies: 2%
for Amounts of Policy anniversary (or on All other policies: 5%
Loans Allocated to loan termination, if
MSO Segment earlier)
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MAXIMUM AMOUNT
WHEN CHARGE IS THAT MAY BE
OTHER DEDUCTED DEDUCTED
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Early Distribution On surrender or 75% of Segment
Adjustment other distribution Account Value/(3)/
(including loan) from
an MSO Segment
prior to its Segment
Maturity Date
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(1)These charges represent annual rates.
(2)We charge interest on policy loans but credit you with interest on the
amount of the policy account value we hold as collateral for the loan. The
"spread" is the difference between the interest rate we charge you on a
policy loan and the interest rate we credit to you on the amount of your
policy account value that we hold as collateral for the loan.
(3)The actual amount of an Early Distribution Adjustment is determined by a
formula that depends on, among other things, how the Index has performed
since the Segment Start Date, as discussed in detail under "Early
Distribution Adjustment" later in this Prospectus. The maximum amount of the
adjustment would occur if there is a total distribution at a time when the
Index has declined to zero.
This fee table applies specifically to the MSO and should be read in
conjunction with the fee table in the appropriate variable life insurance
policy prospectus.
The base variable life insurance policy's mortality and expense risk charge
will also apply to a Segment Account Value or any amounts held in the MSO
Holding Account. The mortality and expense risk charge is part of the policy
monthly charges. Please see "How we deduct policy monthly charges during a
Segment Term" for more information. Please refer to the appropriate variable
life insurance policy prospectus for more information.
6 FEE TABLE SUMMARY
3. Risk Factors
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There are risks associated with some features of the Market Stabilizer
Option(R):
.. There is a risk of a substantial loss of your principal because you agree
to absorb all losses from the portion of any negative Index performance
that exceeds -25%.
.. Your Index-Linked Return is also limited by the Growth Cap Rate, which
could cause your Index-Linked Return to be lower than it would otherwise be
if you participated in the full performance of the S&P 500 Price Return
index.
.. You will not know what the Growth Cap Rate is before the Segment starts.
Therefore, you will not know in advance the upper limit on the return that
may be credited to your investment in a Segment.
.. Negative consequences apply if, for any reason, amounts you have invested
in a Segment are removed before the Segment Maturity Date. Specifically,
with respect to the amounts removed early, you would (1) forfeit any
positive Index performance and (2) be subject to an Early Distribution
Adjustment that exposes you to a risk of potentially substantial loss of
principal. This exposure is designed to be consistent with the treatment of
losses on amounts held to the Segment Maturity Date. EVEN WHEN THE INDEX
PERFORMANCE HAS BEEN POSITIVE, THE EDA WILL CAUSE YOU TO LOSE SOME
PRINCIPAL ON AN EARLY REMOVAL.
.. The following types of removals of account value from a Segment will
result in the above-mentioned penalties to you, if the removals occur
prior to the Segment Maturity Date: (a) a surrender of your policy; (b) a
loan from your policy; (c) a distribution in order to enable your policy
to continue to qualify as life insurance under the federal tax laws;
(d) certain distributions in connection with the exercise of a rider
available under your policy; and (e) a charge or unpaid policy loan
interest that we deduct from your Segment Account Value because the Charge
Reserve Amount and other funds are insufficient to cover them in their
entirety. The Charge Reserve Amount may become insufficient because of
policy changes that you request, additional premium payments, investment
performance, policy loans, policy partial withdrawals from other
investment options besides the MSO, and any increases we make in current
charges for the policy (including for the MSO and optional riders).
.. Certain of the above types of early removals can occur (and thus result in
penalties to you) without any action on your part. Examples include
(i) certain distributions we might make from your Segment Account Value to
enable your policy to continue to qualify as life insurance and
(ii) deductions we might make from your Segment Account Value to pay
charges if the Charge Reserve Amount becomes insufficient.
.. Any applicable EDA will generally be affected by changes in both the
volatility and level of the S&P 500 Price Return Index. Any EDA applied to
any Segment Account Value is linked to the estimated value of a put option
on the S&P 500 Price Return index as described later in this Prospectus.
The estimated value of the put option and, consequently, the amount of the
EDA will generally be higher after increases in market volatility or after
the Index experiences a negative return following the Segment Start Date.
.. Once policy account value is in a Segment, you cannot transfer out of a
Segment and you can only make withdrawals out of a Segment if you surrender
your policy. This would result in the imposition of any applicable
surrender charges and EDA.
.. We may not offer new Segments so there is also the possibility that a
Segment may not be available for a Segment Renewal at the end of your
Segment Term(s).
.. We also reserve the right to substitute an alternative index for the S&P
500 Price Return index, which could reduce the Growth Cap Rates we can
offer.
.. No company other than MONY America has any legal responsibility to pay
amounts that MONY America owes under the policies. An owner should look to
the financial strength of MONY America for its claims-paying ability.
.. You do not have any rights in the securities underlying the index,
including, but not limited to, (i) interest payments, (ii) dividend
payments or (iii) voting rights.
.. Your Segment Maturity Value is dependent on the performance of the index on
the Segment Maturity Date.
.. Past performance of the index is no indication of future performance.
.. The amounts required to be maintained in the Unloaned GIO for the Charge
Reserve Amount during the Segment Term may earn a return that is less than
the return you might have earned on those amounts in another investment
option had you not invested in a Segment.
.. You must forgo the additional no lapse guarantee benefit provided by the
Extended No Lapse Guarantee Rider if you want to allocate to the MSO.
Please see "Extended No Lapse Guarantee Rider" later in this Prospectus for
more information.
.. If you do not specify a minimum Growth Cap Rate acceptable to you, your
account value could transfer into a Segment with a Growth Cap Rate that may
be lower than what you would have chosen.
.. The MSO is not available while the Paid Up Death Benefit Guarantee is in
effect. Please see "Paid Up Death Benefit Guarantee" later in this
Prospectus for more information.
RISK FACTORS 7
4. Description of the Market Stabilizer Option(R)
--------------------------------------------------------------------------------
We offer a Market Stabilizer Option(R) that provides a rate of return tied to
the performance of the Index.
MSO HOLDING ACCOUNT
The amount of each transfer or loan repayment you make to the MSO, and the
balance of each premium payment you make to the MSO after any premium charge
under your base policy has been deducted, will first be placed in the MSO
Holding Account. The MSO Holding Account is a portion of the regular EQ/Money
Market variable investment option that will hold amounts allocated to the MSO
until the next available Segment Start Date. The MSO Holding Account has the
same rate of return as the EQ/Money Market variable investment option and is
subject to the same underlying portfolio operating expenses as that variable
investment option. Please refer to "Risk/benefit summary: charges and expenses
you will pay" of the appropriate variable life insurance policy prospectus for
more information regarding such expenses. We currently plan on offering new
Segments on a monthly basis but reserve the right to offer them less frequently
or to stop offering them or to suspend offering them temporarily.
Before any account value is transferred into a Segment, you can transfer
amounts from the MSO Holding Account into other investment options available
under your policy at any time subject to any transfer restrictions within your
policy. You can transfer into and out of the MSO Holding Account at any time up
to and including the Segment Start Date provided your transfer request is
received at our administrative office by such date. For example, you can
transfer policy account value into the MSO Holding Account on the 3rd Friday of
June, 2012. That policy account value would transfer into the Segment starting
on that date, subject to the conditions mentioned earlier. You can also
transfer policy account value out of the MSO Holding Account before the end of
the business day on the Segment Start Date and that account value would not be
swept into the Segment starting on that date. Please refer to the "How to reach
us" section of the appropriate variable life insurance policy prospectus for
more information regarding contacting us and communicating your instructions.
We also have specific forms that we recommend you use for electing the MSO and
any MSO transactions.
On the Segment Start Date, account value in the MSO Holding Account, excluding
charges and any account value transferred to cover the Charge Reserve Amount,
will be transferred into a Segment if all requirements and limitations are met
that are discussed under "Segments" immediately below.
SEGMENTS
Each Segment will have a Segment Start Date of the 3rd Friday of each calendar
month and will have a Segment Maturity Date on the 3rd Fri-day of the same
calendar month in the succeeding calendar year.
In order for any amount to be transferred from the MSO Holding Account into a
new Segment on a Segment Start Date, all of the following conditions must be
met on that date:
(1)The Growth Cap Rate for that Segment must be equal to or greater than your
minimum Growth Cap Rate (Please see "Growth Cap Rate" later in this
Prospectus).
(2)There must be sufficient account value available within the Unloaned GIO and
the variable investment options including the MSO Holding Account to cover
the Charge Reserve Amount as determined by us on such date (Please see
"Charge Reserve Amount" later in this Prospectus).
(3)The Growth Cap Rate must be greater than the sum of the annual interest rate
we are currently crediting on the Unloaned GIO ("A"), the Variable Index
Benefit Charge rate ("B"), the annualized monthly Variable Index Segment
Account Charge rate ("C") and the current annualized monthly mortality and
expense risk charge rate ("D"). The Growth Cap Rate must be greater than
(A+B+C+D). This is to ensure that the highest possible rate of return that
could be received in a Segment after these charges (B+C+D) have been
considered exceeds the interest crediting rate currently being offered in
the Unloaned GIO.
(4)It must not be necessary, as determined by us on that date, for us to make a
distribution from the policy during the Segment Term in order for the policy
to continue to qualify as life insurance under applicable tax law.
(5)The total amount allocated to your Segments under your policy on that date
must be less than any limit we may have established.
If there is sufficient policy account value in the Unloaned GIO to cover the
Charge Reserve Amount, then no transfers from other investment options to the
Unloaned GIO will need to be made. If there is insufficient value in the
Unloaned GIO to cover the Charge Reserve Amount and we do not receive
instructions from you specifying the investment options from which we should
transfer the account value to the Unloaned GIO to meet Charge Reserve Amount
requirements at the Segment Start Date, or the transfer instructions are not
possible due to insufficient funds, then the required amount will be
transferred proportionately from your variable investment options including the
MSO Holding Account.
If after any transfers there would be an insufficient amount in the Unloaned
GIO to cover the Charge Reserve Amount or the Growth Cap Rate for the next
available Segment does not qualify per your minimum Growth Cap Rate
instructions and the conditions listed above, then your amount in the MSO
Holding Account will remain there until we receive further instruction from
you. We will mail you a
8 DESCRIPTION OF THE MARKET STABILIZER OPTION(R)
notice informing you that your account value did or did not transfer from the
MSO Holding Account into a Segment. These notices are mailed on or about the
next business day after the applicable Segment Start Date. Please see
"Requested Face Amount Increases" later in this Prospectus for more information
about the investment options from which account value could be transferred to
the Unloaned GIO on the effective date of a requested face amount increase.
SEGMENT MATURITY
Near the end of the Segment Term, we will notify you between 15 and 45 days
before the Segment Maturity Date that a Segment is about to mature. At that
time, you may choose to have all or a part of:
(a)the Segment Maturity Value rolled over into the MSO Holding Account
(b)the Segment Maturity Value transferred to the variable investment options
available under your policy
(c)the Segment Maturity Value transferred to the Unloaned GIO.
If we do not receive your transfer instructions before the Segment Maturity
Date, your Segment Maturity Value will automatically be rolled over into the
MSO Holding Account for investment in the next available Segment, subject to
the conditions listed under "Segments" above.
However, if we are not offering the MSO at that time, we will transfer the
Segment Maturity Value to the investment options available under your policy
per your instructions or to the EQ/Money Market investment option if no
instructions are received. Please see "Right to Discontinue and Limit Amounts
Allocated to the MSO" for more information. Although, under the appropriate
variable life insurance policy, we reserve the right to apply a transfer charge
up to $25 for each transfer among your investment options there will be no
transfer charges for any of the transfers discussed in this section.
GROWTH CAP RATE
By allocating your account value to the MSO, you can participate in the
performance of the Index up to the applicable Growth Cap Rate that we declare
on the Segment Start Date.
Please note that this means you will not know the Growth Cap Rate for a new
Segment until after the account value has been transferred from the MSO Holding
Account into the Segment and you are not allowed to transfer the account value
out of a Segment before the Segment Maturity Date. Please see "Transfers" below.
Each Segment is likely to have a different Growth Cap Rate. However, the Growth
Cap Rate will never be less than 6%.
Your protection against negative performance for a Segment held until its
Segment Maturity Date is currently -25% ("Downside Protection" also referred to
in your policy as the "Segment Loss Absorption Threshold Rate"). We reserve the
right, for new Segments, to increase your Downside Protection against negative
performance. For example, if we were to adjust the Downside Protection for a
Segment to -100%, the Index-Linked Rate of Return for that Segment would not go
below 0%. Please note that any increase in the protection against negative
performance would likely result in a lower Growth Cap Rate than would otherwise
apply. We will provide notice between 15 and 45 days before any change in the
Downside Protection is effective. Any change would only apply to new Segments
started after the effective date of the change, which (coupled with the 15-45
day notice we will give) will afford you the opportunity to decline to
participate in any Segment that reflects a change in the Downside Protection.
ANY INCREASES IN THE GROWTH CAP RATE ABOVE THE MINIMUM 6% AND INCREASES IN
DOWNSIDE PROTECTION FROM THE MINIMUM -25% ARE SET AT THE COMPANY'S SOLE
DISCRETION. However, the Growth Cap Rate can never be less than 6% and we may
only increase your Downside Protection from the current -25%.
As part of your initial instructions in selecting the MSO, you will specify
what your minimum acceptable Growth Cap Rate is for a Segment. You may specify
a minimum Growth Cap Rate from 6% to 10%. If the Growth Cap Rate we set, on the
Segment Start Date, is below the minimum you specified then the account value
will not be transferred from the MSO Holding Account into that Segment. If you
do not specify a minimum Growth Cap Rate then your minimum Growth Cap Rate will
be set at 6%. Therefore, if you do not specify a minimum acceptable Growth Cap
Rate, account value could transfer into a Segment with a Growth Cap Rate that
may be lower than what you would have chosen. In addition, for account value to
transfer into a Segment from the MSO Holding Account, the Growth Cap Rate must
be greater than the sum of the annual interest rate we are currently crediting
on the Unloaned GIO ("A"), the Variable Index Benefit Charge rate ("B"), the
annualized monthly Variable Index Segment Account Charge rate ("C") and the
current annualized monthly mortality and expense risk charge rate ("D"). The
Growth Cap Rate must be greater than (A+B+C+D).
For example, assume that the annual interest rate we are currently crediting on
the Unloaned GIO were 4.00%, the Variable Index Benefit Charge rate were 0.75%,
the annualized monthly Variable Index Segment Account charge rate were 0.65%
and the annualized monthly mortality and expense risk charge rate were 0.85%.
Based on those assumptions (which we provide only for illustrative purposes and
will not necessarily correspond to actual rates), because these numbers total
6.25%, no amounts would be transferred into any Segment unless we declare a
Growth Cap Rate that is higher than 6.25%. Please see "Index-Linked Return"
later in this Prospectus for more information.
As another example, you may specify a minimum Growth Cap Rate of 8%. If we set
the Growth Cap Rate at 8% or higher for a Segment then a transfer from the MSO
Holding Account will be made into that new Segment provided all other
requirements and conditions discussed in this Prospectus are met. If we set the
Growth Cap Rate below 8% then no transfer from the MSO Holding Account will be
made into that Segment. No transfer will be made until a Segment Growth Cap
Rate equal to or greater than 8% is set and all requirements are met or you
transfer account value out of the MSO Holding Account.
GROWTH CAP RATE AVAILABLE DURING INITIAL YEAR
If you allocate policy account value to any Segment that commences during the
first year that the MSO is available to you under your policy, our current
practice is to establish a Growth Cap Rate that is at least
DESCRIPTION OF THE MARKET STABILIZER OPTION(R) 9
15%. This 15% minimum Growth Cap Rate would apply to all Segment Terms that
commence:
.. During the first policy year, if the MSO was available to you as a feature
of your policy when the policy was issued; or
.. For in-force policies, during the one year period beginning with the date
when the MSO was first made available to you after your policy was issued.
We may terminate or change this 15% initial year minimum Growth Cap Rate at any
time; but any such change or termination would apply to you only if your policy
is issued, or the MSO was first made available to you, after such modification
or termination.
After this initial year 15% minimum Growth Cap Rate, the minimum Growth Cap
Rate will revert back to 6%.
INDEX-LINKED RETURN
We calculate the Index-Linked Return for a Segment by taking the Index-Linked
Rate of Return and multiplying it by the Segment Account Value on the Segment
Maturity Date. The Segment Account Value is net of the Variable Index Benefit
Charge described below as well as any monthly deductions, policy loans and
unpaid interest, distributions from the policy that we deem necessary to
continue to qualify the policy as life insurance under applicable tax law and
any corresponding Early Distribution Adjustments. The Segment Account Value
does not include the Charge Reserve Amount described later in this Prospectus.
The following table demonstrates the Index-Linked Rate of Return and the
Segment Maturity Value on the Segment Maturity Date based upon a hypothetical
range of returns for the S&P 500 Price Return index. This example assumes a 15%
Growth Cap Rate and a $1,000 investment in the MSO Segment.
---------------------------------------------------------
INDEX PERFORMANCE
RATE OF THE S&P 500 INDEX-LINKED RATE SEGMENT MATURITY
PRICE RETURN INDEX OF RETURN VALUE
---------------------------------------------------------
50% 15% $1,150
---------------------------------------------------------
25% 15% $1,150
---------------------------------------------------------
10% 10% $1,100
---------------------------------------------------------
0% 0% $1,000
---------------------------------------------------------
-25% 0% $1,000
---------------------------------------------------------
-50% -25% $750
---------------------------------------------------------
-75% -50% $500
---------------------------------------------------------
-100% -75% $250
---------------------------------------------------------
For instance, we may set the Growth Cap Rate at 15%. Therefore, if the Index
has gone up 20% over your Segment Term, you will receive a 15% credit to your
Segment Account Value on the Segment Maturity Date. If the Index had gone up by
13% from your Segment Start Date to your Segment Maturity Date then you would
receive a credit of 13% to your Segment Account Value on the Segment Maturity
Date.
If the Index had gone down 20% over the Segment Term then you would receive a
return of 0% to your Segment Account Value on the Segment Maturity Date.
If the Index had gone down by 30% by your Segment Maturity Date then your
Segment Account Value would be reduced by 5% on the Segment Maturity Date. The
Downside Protection feature of the MSO will absorb the negative performance of
the Index up to -25%.
The minimum Growth Cap Rate is 6%. However, account value will only transfer
into a new Segment from the MSO Holding Account if the Growth Cap Rate is equal
to or greater than your specified minimum Growth Cap Rate and meets the
conditions discussed earlier in the "Growth Cap Rate" section.
In those instances where the account value in the MSO Holding Account does not
transfer into a new Segment, the account value will remain in the MSO Holding
Account until the next available, qualifying Segment unless you transfer the
account value into the Unloaned GIO and/or other investment option available
under your policy subject to any conditions and restrictions.
For instance, if we declare the Growth Cap Rate to be 6% and your specified
minimum Growth Cap Rate is 6% but we are currently crediting an annual interest
rate on the Unloaned GIO that is greater than or equal to 6% minus the sum of
the charges (B+C+D) discussed in the Growth Cap Rate section then your account
value will remain in the MSO Holding Account on the date the new Segment would
have started.
As indicated above, you must transfer account value out of the MSO Holding
Account into the Unloaned GIO and/or other investment options available under
your policy if you do not want to remain in the MSO Holding Account.
If we declare the Growth Cap Rate to be 6% and your specified minimum Growth
Cap Rate is 6% and if the sum of the charges (B+C+D) discussed in the "Growth
Cap Rate" section plus the annual interest rate on the Unloaned GIO are less
than 6% and all requirements are met then the net amount of the account value
in the MSO Holding Account will transfer into a new Segment.
If you specified a minimum Growth Cap Rate of 10% in the above examples then
account value would not transfer into a new Segment from the MSO Holding
Account because the Growth Cap Rate did not meet your specified minimum Growth
Cap Rate.
The Index-Linked Return is only applied to amounts that remain in a Segment
until the Segment Maturity Date. For example, a surrender of your policy before
Segment maturity will eliminate any Index-Linked Return and be subject to a
Early Distribution Adjustment.
CHANGE IN INDEX
If the Index is discontinued or if the calculation of the Index is
substantially changed, we reserve the right to substitute an alternative index.
We also reserve the right to choose an alternative index at our discretion.
If we were to substitute an alternative index at our discretion, we would
provide notice 45 days before making that change. The new index would only
apply to new Segments. Any outstanding Segments would mature on their original
Segment Maturity Dates.
With an alternative index, the Downside Protection would remain the same or
greater. However, an alternative index may reduce the Growth Cap Rates we can
offer. We would attempt to choose a substitute index that has a similar
investment objective and risk profile to the S&P 500 Price Return index.
10 DESCRIPTION OF THE MARKET STABILIZER OPTION(R)
If the S&P 500 Price Return index were to be discontinued or substantially
changed, thereby affecting the Index-Linked Return of existing Segments, we
will mature the Segments based on the most recently available closing value of
the Index before it is discontinued or changed. Such maturity will be as of the
date of such most recently available closing value of the Index and we will use
that closing value to calculate the Index-linked Return through that date. We
would apply the full Index performance to that date subject to the full Growth
Cap Rate and Downside Protection. For example, if the Index was up 12% at the
time we matured the Segment and the Growth Cap Rate was 8%, we would credit an
8% return to your Segment Account Value. If the Index was down 30% at the time
we matured the Segment, we would credit a 5% negative return to your Segment
Account Value. We would provide notice about maturing the Segment, as soon as
practicable and ask for instructions on where to transfer your Segment Maturity
Value.
If we are still offering Segments at that time, you can request that the
Segment Maturity Value be invested in a new Segment, in which case we will hold
the Segment Maturity Value in the MSO Holding Account for investment in the
next available Segment subject to the same terms and conditions discussed above
under MSO Holding Account and Segments.
In the case of any of the types of early maturities discussed above, there
would be no transfer charges or EDA applied and you can allocate the Segment
Maturity Value to the investment options available under your policy. Please
see "Segment Maturity" earlier in this Prospectus for more information. If we
continued offering new Segments, then such a change in the Index may cause
lower Growth Cap Rates to be offered. However, we would still provide a minimum
Growth Cap Rate of 6% and minimum Downside Protection of -25%. We also reserve
the right to not offer new Segments. Please see "Right to Discontinue and Limit
Amounts Allocated to the MSO" later in this Prospectus.
CHARGES
There is a current percentage charge of 1.40% of any policy account value
allocated to each Segment. We reserve the right to increase or decrease the
charge although it will never exceed 2.40%. Of this percentage charge, 0.75%
will be deducted on the Segment Start Date from the amount being transferred
from the MSO Holding Account into the Segment as an up-front charge ("Variable
Index Benefit Charge"), with the remaining 0.65% annual charge (of the current
Segment Account Value) being deducted from the policy account on a monthly
basis during the Segment Term ("Variable Index Segment Account Charge").
-----------------------------------------------------
CURRENT
NON- GUARANTEED
MSO CHARGES GUARANTEED MAXIMUM
-----------------------------------------------------
Variable Index Benefit Charge 0.75% 0.75%
-----------------------------------------------------
Variable Index Segment Account 0.65% 1.65%
Charge
-----------------------------------------------------
Total 1.40% 2.40%
-----------------------------------------------------
This fee table applies specifically to the MSO and should be read in
conjunction with the fee table in the appropriate variable life insurance
policy prospectus. Please also see Loans later in this Prospectus for
information regarding the "spread" you would pay on any policy loan.
The base variable life insurance policy's mortality and expense risk charge
will also be applicable to a Segment Account Value or any amounts held in the
MSO Holding Account. The mortality and expense risk charge is part of the
policy monthly charges. Please see "How we deduct policy monthly charges during
a Segment Term" for more information. Please refer to the appropriate variable
life insurance policy prospectus for more information.
If a Segment is terminated prior to maturity by policy surrender, or reduced
prior to maturity by monthly deductions (if other funds are insufficient) or by
loans or a Guideline Premium Force-out as described below, we will refund a
proportionate amount of the Variable Index Benefit Charge corresponding to the
surrender or reduction and the time remaining until Segment Maturity. The
refund will be administered as part of the Early Distribution Adjustment
process as described above. This refund will increase your surrender value or
remaining Segment Account Value, as appropriate. Please see Appendix I for an
example and further information.
CHARGE RESERVE AMOUNT
If you elect the Market Stabilizer Option(R), you are required to maintain a
minimum amount of policy account value in the Unloaned GIO to approximately
cover the estimated monthly charges for the policy, (including, but not limited
to, the MSO and any optional riders) for the Segment Term. This is the Charge
Reserve Amount.
The Charge Reserve Amount will be determined on each Segment Start Date as an
amount projected to be sufficient to cover all of the policy's monthly
deductions during the Segment Term, assuming at the time such calculation is
made that no interest or investment performance is credited to or charged
against the policy account and that no policy changes or additional premium
payments are made. The Charge Reserve Amount on other than a Segment Start Date
(or the effective date of a requested face amount increase -- please see
"Requested Face Amount Increases" below for more information) will be the
Charge Reserve Amount determined as of the latest Segment Start Date (or
effective date of a face amount increase) reduced by each subsequent monthly
deduction during the longest remaining Segment Term, although it will never be
less than zero. This means, for example, that if you are in a Segment (Segment
A) and then enter another Segment (Segment B) 6 months later, the Charge
Reserve Amount would be re-calculated on the start date of Segment B. The
Charge Reserve Amount would be re-calculated to cover all of the policy's
monthly deductions during the Segment Terms for both Segments A and B.
When you select the MSO, as part of your initial instructions, you will be
asked to specify the investment options from which we should transfer the
account value to the Unloaned GIO to meet Charge Reserve Amount requirements,
if necessary. No transfer restrictions apply to amounts that you wish to
transfer into the Unloaned GIO to meet the Charge Reserve Amount requirement.
If your values in the variable investment options including the MSO Holding
Account and the unloaned portion of our GIO are insufficient to cover the
Charge Reserve Amount, no new Segment will be established. Please see "Segments"
DESCRIPTION OF THE MARKET STABILIZER OPTION(R) 11
above for more information regarding the Charge Reserve Amount and how amounts
may be transferred to meet this requirement.
Please note that the Charge Reserve Amount may not be sufficient to cover
actual monthly deductions during the Segment Term. Although the Charge Reserve
Amount will be re-calculated on each Segment Start Date, and the amount already
present in the Unloaned GIO will be supplemented through transfers from your
value in the variable investment options including the MSO Holding Account, if
necessary to meet this requirement, actual monthly deductions could vary up or
down during the Segment Term due to various factors including but not limited
to requested policy changes, additional premium pay- ments, investment
performance, loans, policy partial withdrawals from other investment options
besides the MSO, and any changes we might make to current policy charges.
HOW WE DEDUCT POLICY MONTHLY CHARGES DURING A SEGMENT TERM
Under your base variable life insurance policy, monthly deductions are
allocated to the variable investment options and the Unloaned GIO according to
deduction allocation percentages specified by you or based on a proportionate
allocation should any of the individual investment option values be
insufficient.
However, if the Market Stabilizer Option(R) is elected, on the Segment Start
Date, deduction allocation percentages will be changed so that 100% of monthly
deductions will be taken from the Charge Reserve Amount and then any remaining
value in the Unloaned GIO, if the Charge Reserve Amount is depleted, during the
Segment Term. In addition, if the value in the Unloaned GIO is ever
insufficient to cover monthly deductions during the Segment Term, the base
policy's proportionate allocation procedure will be modified as follows:
1. The first step will be to take the remaining portion of the deductions
proportionately from the values in the variable investment options,
including any value in the MSO Holding Account but excluding any Segment
Account Values.
2. If the Unloaned GIO and variable investment options, including any value in
the MSO Holding Account, are insufficient to cover deductions in their
entirety, the remaining amount will be allocated to the individual Segments
proportionately, based on the current Segment Distribution Values.
3. Any portion of a monthly deduction allocated to an individual Segment will
generate a corresponding Early Distribution Adjustment of the Segment
Account Value.
The effect of those procedures is that account value will be taken out of a
Segment to pay a monthly deduction (and an EDA therefore applied) only if there
is no remaining account value in any other investment options, as listed in 1.
and 2. above.
In addition, your base variable life insurance policy will lapse if your net
policy account value (please refer to your base variable life insurance policy
prospectus for a further explanation of this term) is not enough to pay your
policy's monthly charges when due (unless one of the available guarantees
against termination is applicable). If you have amounts allocated to MSO
Segments, the Segment Distribution Value will be used in place of the Segment
Account Value in calculating the net policy account value.
These modifications will apply during any period in which a Segment exists and
has not yet reached its Segment Maturity Date.
EARLY DISTRIBUTION ADJUSTMENT
Overview
Before a Segment matures, if you surrender your policy, take a loan from a
Segment or if we should find it necessary to make deductions for monthly
charges or other distributions from a Segment, we will apply an Early
Distribution Adjustment.
The application of the EDA is based on your agreement (under the terms of the
MSO) to be exposed to the risk that, at the Segment Maturity Date, the Index
will have fallen by more than 25%. The EDA uses what we refer to as a Put
Option Factor to estimate the market value, at the time of an early
distribution, of the risk that you would suffer a loss if your Segment were
continued (without taking the early distribution) until its Segment Maturity
Date. By charging you with a deduction equal to that estimated value, the EDA
provides a treatment for an early distribution that is designed to be
consistent with how distributions at the end of a Segment are treated when the
Index has declined over the course of that Segment.
In the event of an early distribution, even if the Index has experienced
positive performance since the Segment Start Date, the EDA will cause you to
lose principal through the application of the Put Option Factor and that loss
may be substantial. That is because there is always some risk that the Index
would have declined by the Segment Maturity Date such that you would suffer a
loss if the Segment were continued (without taking any early distribution)
until that time. However, the other component of the EDA is the proportionate
refund of the Variable Index Benefit Charge (discussed below under "Important
Considerations") which is a positive adjustment to you. As a result, the
overall impact of the EDA is to reduce your Segment Account Value and your
other policy values except in the limited circumstances where the proportionate
refund is greater than your loss from the Put Option Factor.
We determine the EDA and the Put Option Factor by formulas that are described
below under "Additional Detail."
Important Considerations
When any surrender, loan, charge deduction or other distribution is made from a
Segment before its Segment Maturity Date:
1. YOU WILL FORFEIT ANY POSITIVE INDEX PERFORMANCE WITH RESPECT TO THESE
AMOUNTS. INSTEAD, ANY OF THESE PRE- SEGMENT MATURITY DATE DISTRIBUTIONS WILL
CAUSE AN EDA TO BE APPLIED THAT WILL USUALLY RESULT IN A REDUCTION IN YOUR
VALUES. THEREFORE, YOU SHOULD GIVE CAREFUL CONSIDERATION BEFORE TAKING ANY
SUCH EARLY LOAN OR SURRENDER, OR ALLOWING THE VALUE IN YOUR OTHER INVESTMENT
OPTIONS TO FALL SO LOW THAT WE MUST MAKE ANY MONTHLY DEDUCTION FROM A
SEGMENT; AND
2. The EDA will be applied, which means that:
a. If the Index has fallen more than 25% since the Segment Start Date, the
EDA would generally have the effect of charging you for (i) the full
amount of that loss below 25%, plus
12 DESCRIPTION OF THE MARKET STABILIZER OPTION(R)
(ii) an additional amount for the risk that the Index might decline
further by the Segment Maturity Date. (Please see example III in Appendix
I for further information.)
b. If the Index has fallen since the Segment Start Date, but by less than
25%, the EDA would charge you for the risk that, by the Segment Maturity
Date, the index might have declined further to a point more than 25%
below what it was at the Segment Start Date. (Please see example I in
Appendix I for further information.) This charge would generally be less
than the amount by which the Index had fallen from the Segment Start Date
through the date we apply the EDA. It also would generally be less than
it would be under the circumstances in 2a. above.
c. If the Index has risen since the Segment Start Date, the EDA would not
credit you with any of such favorable investment performance. Instead,
the EDA would charge you for the risk that, by the Segment Maturity Date,
the index might have declined to a point more than 25% below what it was
at the Segment Start Date. (Please see examples II and IV in Appendix I
for further information.) This charge would generally be less than it
would be under the circumstances in 2a. and 2b. above.
In addition to the consequences discussed in 2. above, the EDA also has the
effect of pro rating the Variable Index Benefit Charge. As discussed further
below, this means that you in effect would receive a proportionate refund of
this charge for the portion of the Segment Term that follows the early
surrender, loan, policy distribution, or charge deduction that caused us to
apply the EDA. In limited circumstances, this refund may cause the total EDA to
be positive.
For the reasons discussed above, the Early Distribution Adjustment to the
Segment Account Value will usually reduce the amount you would receive when you
surrender your policy prior to a Segment Maturity Date. For loans and charge
deductions, the Early Distribution Adjustment would usually further reduce the
account value remaining in the Segment Account Value and therefore decrease the
Segment Maturity Value.
Additional Detail
For purposes of determining the Segment Distribution Value prior to a Segment
Maturity Date, the EDA is:
(a)the Put Option Factor multiplied by the Segment Account Value
-minus-
(b)a pro rata portion of the 0.75% Variable Index Benefit Charge attributable
to the Segment Account Value. (Please see "Charges" earlier in this
Prospectus for an explanation of this charge.)
The Put Option Factor multiplied by the Segment Account Value represents, at
any time during the Segment Term, the estimated market value of your potential
exposure to negative S&P 500 Price Return index performance that is worse than
-25%. The Put Option Factor, on any date, represents the estimated value on
that date of a hypothetical "put option" (as described below) on the Index
having a notional value equal to $1 and strike price at Segment Maturity equal
to $0.75 ($1 plus the Downside Protection which is currently -25%). The strike
price of the option ($0.75) is the difference between a 100% loss in the S&P
500 Price Return index at Segment Maturity and the 25% loss at Segment Maturity
that would be absorbed by the Downside Protection feature of the MSO (please
see "Growth Cap Rate" earlier in this Prospectus for an explanation of the
Downside Protection.) In a put option on an index, the seller will pay the
buyer, at the maturity of the option, the difference between the strike price
-- which was set at issue -- and the underlying index closing price, in the
event that the closing price is below the strike price. Prior to the maturity
of the put option, its value generally will have an inverse relationship with
the index. The notional value can be described as the price of the underlying
index at inception of the contract. Using a notional value of $1 facilitates
computation of the percentage change in the Index and the put option factor.
The Company will utilize a fair market value methodology to determine the Put
Option Factor.
For this purpose, we use the Black Scholes formula for valuing a European put
option on the S&P 500 Price Return index, assuming a continuous dividend yield,
with inputs that are consistent with current market prices.
The inputs to the Black Scholes Model include:
(1)Implied Volatility of the Index -- This input varies with (i) how much time
remains until the Maturity Date of the Segment from which an early
distribution is being made, which is determined by using an expiration date
for the hypothetical put option that corresponds to that time remaining and
(ii) the relationship between the strike price of the hypothetical put
option and the level of the S&P 500 Price Return index at the time of the
early distribution. This relationship is referred to as the "moneyness" of
the hypothetical put option described above, and is calculated as the ratio
of the $0.75 strike price of that hypothetical put option to what the level
of the S&P 500 Price Return index would be at the time of the early
distribution if the Index had been $1 at the beginning of the Segment.
Direct market data for these inputs for any given early distribution are
generally not available, because put options on the Index that actually
trade in the market have specific maturity dates and moneyness values that
are unlikely to correspond precisely to the Maturity Date and moneyness of
the hypothetical put option that we use for purposes of calculating the EDA.
Accordingly, we use the following method to estimate the implied volatility
of the index. We receive daily quotes of implied volatility from banks using
the same Black Scholes model described above and based on the market prices
for certain S&P 500 Price Return put options. Specifically, implied
volatility quotes are obtained for put options with the closest maturities
above and below the actual time remaining in the Segment at the time of the
early distribution and, for each maturity, for those put options having the
closest moneyness those put options having the closest moneyness value above
and below the actual moneyness of the hypothetical put option described
above, given the level of the S&P 500 Price Return index at the time of the
early distribution. In calculating the Put Option Fac-
DESCRIPTION OF THE MARKET STABILIZER OPTION(R) 13
tor, we will derive a volatility input for your Segment's time to maturity
and strike price by linearly interpolating between the implied volatility
quotes that are based on the actual adjacent maturities and moneyness values
described above, as follows:
(a)We first determine the implied volatility of a put option that has the
same moneyness as the hypothetical put option but with the closest
available time to maturity shorter than your Segment's remaining time to
maturity. This volatility is derived by linearly interpolating between
the implied volatilities of put options having the times to maturity that
are above and below the moneyness value of the hypothetical put option.
(b)We then determine the implied volatility of a put option that has the
same moneyness as the hypothetical put option but with the closest
available time to maturity longer than your Segment's remaining time to
maturity. This volatility is derived by linearly interpolating between
the implied volatilities of put options having the times to maturity that
are above and below the moneyness value of the hypothetical put option.
(c)The volatility input for your Segment's time to maturity will then be
determined by linearly interpolating between the volatilities derived in
steps (a) and (b).
(2)LIBOR Rate -- Key duration LIBOR rates will be retrieved from a recognized
financial reporting vendor. LIBOR rates will be retrieved for maturities
adjacent to the actual time remaining in the Segment at the time of the
early distribution. We will use linear interpolation to derive the exact
remaining duration rate needed as the input.
(3)Index Dividend Yield -- On a daily basis we will get the projected annual
dividend yield across the entire Index. This value is a widely used
assumption and is readily available from recognized financial reporting
vendors.
In general, the Put Option Factor has an inverse relationship with the S&P 500
Price Return index. In addition to the factors discussed above, the Put Option
Factor is also influenced by time to Segment Maturity. We determine Put Option
Factors at the end of each business day. Generally, a business day is any day
the New York Stock Exchange is open for trading. If any inputs to the Black
Scholes formula are unavailable on a business day, we would use the value of
the input from the most recent preceding business day. The Put Option Factor
that applies to a transaction or valuation made on a business day will be the
Factor for that day. The Put Option Factor that applies to a transaction or
valuation made on a non-business day will be the Factor for the next business
day.
Appendix I at the end of this Prospectus provides examples of how the Early
Distribution Adjustment is calculated.
TRANSFERS
There is no charge to transfer into and out of the MSO Holding Account and you
can make a transfer at any time to or from the investment options available
under your policy subject to any transfer restrictions within your policy. You
may not transfer into the MSO Holding Account while the Extended No Lapse
Guarantee Rider is in effect with your policy. You must terminate the Extended
No Lapse Guarantee Rider before electing MSO. Any restrictions applicable to
transfers between the MSO Holding Account and such investment options would be
the same transfer restrictions applicable to transfers between the investment
options available under your policy. However, once policy account value has
been swept from the MSO Holding Account into a Segment, transfers into or out
of that Segment before its Segment Maturity Date will not be permitted. Please
note that while a Segment is in effect, before the Segment Maturity Date, the
amount available for transfers from the Unloaned GIO will be limited to avoid
reducing the Unloaned GIO below the remaining Charge Reserve Amount.
Thus the amount available for transfers from the Unloaned GIO will not be
greater than any excess of the Unloaned GIO over the remaining Charge Reserve
Amount.
WITHDRAWALS
Once policy account value has been swept from the MSO Holding Account into a
Segment, you will not be allowed to withdraw the account value out of a Segment
before the Segment Maturity Date unless you surrender your policy. You may also
take a loan; please see "Loans" later in this Prospectus for more information.
Any account value taken out of a Segment before the Segment Maturity Date will
generate an Early Distribution Adjustment. Please note that while a Segment is
in effect, before the Segment Maturity Date, the amount available for
withdrawals from the Unloaned GIO will be limited to avoid reducing the
Unloaned GIO below the Charge Reserve Amount. Thus, if there is any policy
account value in a Segment, the amount which would otherwise be available to
you for a partial withdrawal of net cash surrender value will be reduced, by
the amount (if any) by which the sum of your Segment Distribution Values and
the Charge Reserve Amount exceeds the policy surrender charge.
If the policy owner does not indicate or if we cannot allocate the withdrawal
as requested due to insufficient funds, we will allocate the withdrawal
proportionately from your values in the Unloaned GIO (excluding the Charge
Reserve Amount) and your values in the variable investment options including
the MSO Holding Account.
CASH SURRENDER VALUE, NET CASH SURRENDER VALUE AND LOAN VALUE
If you have amounts allocated to MSO Segments, the Segment Distribution Values
will be used in place of the Segment Account Values in calculating the amount
of any cash surrender value, net cash surrender value and maximum amount
available for loans (please refer to your base variable life insurance policy
prospectus for a further explanation of these latter terms). This means an EDA
would apply to those amounts. Please see Appendix I for more information.
GUIDELINE PREMIUM FORCE-OUTS
For policies that use the Guideline Premium Test, a new Segment will not be
established or created if we determine, when we process your election, that a
distribution from the policy will be required to maintain its qualification as
life insurance under federal tax law at any time during the Segment Term.
14 DESCRIPTION OF THE MARKET STABILIZER OPTION(R)
However, during a Segment Term if a distribution becomes necessary under the
force-out rules of Section 7702 of the Internal Revenue Code, it will be
deducted proportionately from the values in the Unloaned GIO (excluding the
Charge Reserve Amount) and in any variable investment option, including any
value in the MSO Holding Account but excluding any Segment Account Values.
If the Unloaned GIO (excluding the Charge Reserve Amount) and variable
investment options, including any value in the MSO Holding Account, are
insufficient to cover the force-out in its entirety, any remaining amount
required to be forced out will be taken from the individual Segments
proportionately, based on the current Segment Distribution Values.
ANY PORTION OF A FORCE-OUT DISTRIBUTION TAKEN FROM AN INDIVIDUAL SEGMENT WILL
GENERATE A CORRESPONDING EARLY DISTRIBUTION ADJUSTMENT OF THE SEGMENT ACCOUNT
VALUE.
If the Unloaned GIO (excluding the remaining Charge Reserve Amount), together
with the variable investment options including any value in the MSO Holding
Account, and the Segment Distribution Values, is still insufficient to cover
the force-out in its entirety, the remaining amount of the force-out will be
allocated to the Unloaned GIO and reduce or eliminate any remaining Charge
Reserve Amount under the Unloaned GIO.
LOANS
Please refer to the appropriate variable life insurance policy prospectus for
information regarding policy loan provisions.
You may specify how your loan is to be allocated among the MSO, the variable
investment options and the Unloaned GIO. Any portion of a requested loan
allocated to the MSO will be redeemed from the individual Segments and the MSO
Holding Account proportionately, based on the value of the MSO Holding Account
and the current Segment Distribution Values of each Segment. Any portion
allocated to an individual Segment will generate a corresponding Early
Distribution Adjustment of the Segment Account Value and be subject to a higher
guaranteed maximum loan spread ([2%] for policies with a contract state of
Oregon and [5%] for other policies).
If you do not specify or if we cannot allocate the loan according to your
specifications, we will allocate the loan proportionately from your values in
the Unloaned GIO (excluding the Charge Reserve Amount) and your values in the
variable investment options including the MSO Holding Account.
If the Unloaned GIO (excluding the remaining amount of the Charge Reserve
Amount), together with the variable investment options including any value in
the MSO Holding Account, are insufficient to cover the loan in its entirety,
the remaining amount of the loan will be allocated to the individual Segments
proportionately, based on current Segment Distribution Values.
ANY PORTION OF A LOAN ALLOCATED TO AN INDIVIDUAL SEGMENT WILL GENERATE A
CORRESPONDING EARLY DISTRIBUTION ADJUSTMENT OF THE SEGMENT ACCOUNT VALUE AND BE
SUBJECT TO A HIGHER GUARANTEED MAXIMUM LOAN SPREAD.
If the Unloaned GIO (excluding the remaining amount of the Charge Reserve
Amount), together with the variable investment options including any value in
the MSO Holding Account and the Segment Distribution Values, are still
insufficient to cover the loan in its entirety, the remaining amount of the
loan will be allocated to the Unloaned GIO and will reduce or eliminate the
remaining Charge Reserve Amount.
Loan interest is due on each policy anniversary. If the interest is not paid
when due, it will be added to your outstanding loan and allocated on the same
basis as monthly deductions. See "How we deduct policy monthly charges during a
Segment Term."
Whether or not any Segment is in effect and has not yet reached its Segment
Maturity Date, loan repayments will first reduce any loaned amounts that are
subject to the higher maximum loan interest spread. Loan repayments will first
be used to restore any amounts that, before being designated as loan
collateral, had been in the Unloaned GIO. Any portion of an additional loan
repayment allocated to the MSO at the policy owner's direction (or according to
premium allocation percentages) will be transferred to the MSO Holding Account
to await the next available Segment Start Date and will be subject to the same
conditions described earlier in this Prospectus.
PAID UP DEATH BENEFIT GUARANTEE
Please note that the MSO is not available while the Paid Up Death Benefit
Guarantee is in effect. The Paid Up Death Benefit Guarantee provides an
opportunity to lock in all or a portion of your policy's death benefit,
provided certain conditions are met. Please see the appropriate variable life
insurance policy prospectus for more information.
EXTENDED NO LAPSE GUARANTEE RIDER
Please note that the MSO is not available while the Extended No Lapse Guarantee
Rider is in effect. You must terminate the Extended No Lapse Guarantee Rider
before electing MSO. The Extended No Lapse Guarantee guarantees that your
policy will not terminate for a certain number of years, provided certain
conditions are met. Please see the appropriate variable life insurance policy
prospectus for more information.
REQUESTED FACE AMOUNT INCREASES
Please refer to the appropriate variable life insurance policy prospectus for
conditions that will apply for a requested face amount increase.
If you wish to make a face amount increase during a Segment Term, the MSO
requires that a minimum amount of policy account value be available to be
transferred into the Unloaned GIO (if not already present in the Unloaned GIO),
and that the balance after deduction of monthly charges remain there during the
longest remaining Segment Term subject to any loans as described above. This
minimum amount will be any amount necessary to supplement the existing Charge
Reserve Amount so as to be projected to be sufficient to cover all monthly
deductions during the longest remaining Segment Term. Such amount will be
determined assuming at the time such calculation is made that no interest or
investment performance is credited to or charged against the policy account
value, and that no further policy changes or additional premium payments are
made.
Any necessary transfers to supplement the amount already present in the
Unloaned GIO in order to meet this minimum requirement will
DESCRIPTION OF THE MARKET STABILIZER OPTION(R) 15
take effect on the effective date of the face amount increase. There will be no
charge for this transfer. Any transfer from the variable investment options
including the MSO Holding Account will be made in accordance with your
directions. Your transfer instructions will be requested as part of the process
for requesting the face amount increase. If the requested allocation is not
possible due to insufficient funds, the required amount will be transferred
proportionately from the variable investment options, as well as the MSO
Holding Account. If such transfers are not possible due to insufficient funds,
your requested face amount increase will be declined.
YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS
Please refer to the appropriate variable insurance policy prospectus for more
information regarding your right to cancel your policy within a certain number
of days and the Investment Start Date, which is the business day your
investment first begins to earn a return for you. However, the policy
prospectus provisions that address when amounts will be allocated to the
investment options do not apply to amounts allocated to the MSO.
In those states that require us to return your premium without adjustment for
investment performance within a certain number of days, we will initially put
all amounts which you have allocated to the MSO into our EQ/Money Market
investment option. If we have received all necessary requirements for your
policy as of the day your policy is issued, on the first business day following
the later of the twentieth day after your policy is issued or the Investment
Start Date (30th day in most states if your policy is issued as the result of a
replacement), we will re-allocate those amounts to the MSO Holding Account
where they will remain until the next available Segment Start Date, at which
time such amounts will be transferred to a new Segment of the MSO subject to
meeting the conditions described in this Prospectus. However, if we have not
received all necessary requirements for your policy as of the day your policy
is issued, we will re-allocate those amounts to the MSO Holding Account on the
20th day (longer if your policy is issued as the result of a replacement)
following the date we receive all necessary requirements to put your policy in
force at our Administrative Office. Your financial professional can provide
further information on what requirements may apply to your policy.
In all other states, any amounts allocated to the MSO will first be allocated
to the MSO Holding Account where they will remain for 20 days (unless the
policy is issued as the result of a replacement, in which case amounts in the
MSO Holding Account will remain there for 30 days (45 days in PA)). Thereafter,
such amounts will be transferred to a new Segment of the MSO on the next
available Segment Start Date, subject to meeting the conditions described in
this Prospectus.
RIGHT TO DISCONTINUE AND LIMIT AMOUNTS ALLOCATED TO THE MSO
We reserve the right to restrict or terminate future allocations to the MSO at
any time. If this right were ever to be exercised by us, all Segments
outstanding as of the effective date of the restriction would be guaranteed to
continue uninterrupted until the Segment Maturity Date. As each such Segment
matured, the balance would be reallocated to the Unloaned GIO and/or variable
investment options per your instructions, or to the EQ/Money Market investment
option if no instructions are received. We may also temporarily suspend
offering Segments at any time and for any reason including emergency conditions
as determined by the Securities and Exchange Commission. We also reserve the
right to establish a maximum amount for any single policy that can be allocated
to the MSO.
ABOUT SEPARATE ACCOUNT LIO
Amounts allocated to the MSO are held in a "non-unitized" separate account we
have established under the Commissioner of Insurance in the State of Arizona.
We own the assets of the separate account, as well as any favorable investment
performance on those assets. You do not participate in the performance of the
assets held in this separate account. We may, subject to state law that
applies, transfer all assets allocated to the separate account to our general
account. These assets are also available to the insurer's general creditors and
an owner should look to the financial strength of MONY America for its
claims-paying ability. We guarantee all benefits relating to your value in the
MSO, regardless of whether assets supporting the MSO are held in a separate
account or our general account.
Our current plans are to invest separate account assets in fixed-income
obligations, including corporate bonds, mortgage-backed and asset-backed
securities, and government and agency issues. Futures, options and interest
rate swaps may be used for hedging purposes.
Although the above generally describes our plans for investing the assets
supporting our obligations under MSO, we are not obligated to invest those
assets according to any particular plan except as we may be required to by
state insurance laws.
16 DESCRIPTION OF THE MARKET STABILIZER OPTION(R)
5. Distribution of the policies
--------------------------------------------------------------------------------
The MSO is only available only under certain variable life insurance policies
issued by MONY America. Extensive information about the arrangements for
distributing the variable life insurance policies, including sales
compensation, is included under "Distribution of the Policies" in the
appropriate variable life insurance policy prospectus and in the statement of
additional information that relates to that prospectus. All of that information
applies regardless of whether you choose to use the MSO, and there is no
additional plan of distribution or sales compensation with respect to the MSO.
There is also no change to the information regarding the fact that the
principal underwriter(s) is an affiliate of MONY America or an indirect wholly
owned subsidiary of AXA Equitable.
DISTRIBUTION OF THE POLICIES 17
6. Incorporation of certain documents by reference
This prospectus does not contain all the information set forth in the
registration statement, certain portions of which have been omitted pursuant to
the rules and regulations of the Securities and Exchange Commission (the
''SEC''). The SEC allows us to "incorporate by reference" information that we
file with the SEC into this prospectus, which means that incorporated documents
are considered part of this prospectus. We can disclose important information
to you by referring you to those documents. This prospectus incorporates by
reference our annual report on Form 10-K for the year ended December 31, 2011.
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.
The SEC adopted rule 12h-7 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which became effective May 1, 2009. Rule 12h-7
exempts an insurance company from filing reports under the Exchange Act when
the insurance company issues certain types of insurance products that are
registered under the Securities Act of 1933 and such products are regulated
under state law. The units of the Market Stabilizer Option(R) described in this
prospectus fall within the exemption provided under rule 12h-7. The Company is
hereby providing notice that it is electing to rely on the exemption provided
under rule 12h-7 effective May 1, 2012 or as soon as possible thereafter, and
will be suspending filing reports under the Exchange Act.
The Company files reports and other information with the 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 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 Market Stabilizer Option(R)
(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.
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 filed the Registration Statement and our Exchange Act documents and reports
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 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.
In accordance with SEC rules, we will provide copies of any exhibits
specifically incorporated by reference into the text of the Exchange Act
reports (but not any other exhibits). 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 access our website at www.axa-equitable.com.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The financial statements of MONY America at December 31, 2011 and 2010 and for
each of the three years in the period ended December 31, 2011 are incorporated
by reference herein in reliance on the reports of PricewaterhouseCoopers LLP,
an independent registered public accounting firm, given on the authority of
said firm as experts in auditing and accounting.
PricewaterhouseCoopers LLP provides independent audit services and certain
other non-audit services to MONY America as permitted by the applicable SEC
independence rules, and as disclosed in MONY America's Form 10-K.
PricewaterhouseCoopers LLP's address is 300 Madison Avenue, New York, New York
10017.
18 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
--------------------------------------------------------------------------------
Appendix I: Early Distribution Adjustment Examples
--------------------------------------------------------------------------------
HYPOTHETICAL EARLY DISTRIBUTION ADJUSTMENT EXAMPLES
A. EXAMPLES OF EARLY DISTRIBUTION ADJUSTMENT TO DETERMINE SEGMENT DISTRIBUTION
VALUE
The following examples represent a policy owner who has invested in both
Segments 1 and 2. They are meant to show how much value is available to a
policy owner when there is a full surrender of the policy by the policy owner
or other full distribution from these Segments as well as the impact of Early
Distribution Adjustments on these Segments. The date of such hypothetical
surrender or distribution is the Valuation Date specified below and, on that
date, the examples assume 9 months remain until Segment 1's maturity date and 3
months remain until Segment 2's maturity date.
Explanation of formulas and derivation of Put Option Factors is provided in
notes (1)-(3) below.
------------------------------------------------------------------------------------------------------------------
DIVISION OF MSO INTO SEGMENT 1 SEGMENT 2
SEGMENTS (DISTRIBUTION AFTER 3 MONTHS) (DISTRIBUTION AFTER 9 MONTHS) TOTAL
------------------------------------------------------------------------------------------------------------------
Start Date 3rd Friday of July, Calendar Year Y 3rd Friday of January, Calendar Year Y
------------------------------------------------------------------------------------------------------------------
Maturity Date 3rd Friday of July, Calendar Year Y+1 3rd Friday of January, Calendar Year Y+1
------------------------------------------------------------------------------------------------------------------
Segment Term 1 year 1 year
------------------------------------------------------------------------------------------------------------------
Valuation Date 3rd Friday of October, Calendar Year Y 3rd Friday of October, Calendar Year Y
------------------------------------------------------------------------------------------------------------------
INITIAL SEGMENT ACCOUNT 1,000 1,000 2,000
------------------------------------------------------------------------------------------------------------------
Variable Index Benefit
Charge 0.75% 0.75%
------------------------------------------------------------------------------------------------------------------
Remaining Segment Term 9 months / 12 months = 9/12 = 0.75 3 months / 12 months = 3/12 = 0.25
------------------------------------------------------------------------------------------------------------------
EXAMPLE I - THE INDEX IS DOWN 10% AT THE TIME OF THE EARLY DISTRIBUTION
ADJUSTMENT
-------------------------------------------------------------------------------------------------------------------------------
CHANGE IN INDEX VALUE -10% -10% TOTAL
-------------------------------------------------------------------------------------------------------------------------------
Put Option Factor 0.020673 0.003425
-------------------------------------------------------------------------------------------------------------------------------
Put Option Component: Put Option Component:
1000 * 0.020673 = 20.67 1000 * 0.003425 = 3.43
Charge Refund Component: Charge Refund Component:
1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67 1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89
Early Distribution Total EDA: Total EDA:
Adjustment 20.67 - 5.67 = 15.00 3.43 - 1.89 = 1.54 16.54
-------------------------------------------------------------------------------------------------------------------------------
SEGMENT DISTRIBUTION
VALUE 1000 - 15.00 = 985.00 1000 - 1.54 = 998.46 1,983.46
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Put Option
Component -2.067% -0.343%
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Charge Refund
Component 0.567% 0.189%
-------------------------------------------------------------------------------------------------------------------------------
Total % change in
Segment Account Value
due to the EDA -1.50% -0.15%
-------------------------------------------------------------------------------------------------------------------------------
APPENDIX I: EARLY DISTRIBUTION ADJUSTMENT EXAMPLES A-1
EXAMPLE II - THE INDEX IS UP 10% AT THE TIME OF THE EARLY DISTRIBUTION
ADJUSTMENT
-------------------------------------------------------------------------------------------------------------------------------
CHANGE IN INDEX VALUE 10% 10% TOTAL
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
Put Option Factor 0.003229 0.000037
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
Put Option Component: Put Option Component:
1000 * 0.003229 = 3.23 1000 * 0.000037 = 0.04
Charge Refund Component: Charge Refund Component:
1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67 1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89
Total EDA: Total EDA:
3.23 - 5.67 = -2.44 0.04 - 1.89 = -1.85
Early Distribution
Adjustment -4.29
-----------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
SEGMENT DISTRIBUTION
VALUE 1000 - (-2.44) = 1002.44 1000 - (-1.85) = 1001.85 2,004.29
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Put Option
Component -0.323% -.004%
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Charge Refund
Component 0.567% 0.189%
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
Total % change in
Segment Account Value
due to the EDA 0.244% 0.185%
-------------------------------------------------------------------------------------------------------------------------------
EXAMPLE III - THE INDEX IS DOWN 40% AT THE TIME OF THE EARLY DISTRIBUTION
ADJUSTMENT
-------------------------------------------------------------------------------------------------------------------------------
CHANGE IN INDEX VALUE -40% -40% TOTAL
-------------------------------------------------------------------------------------------------------------------------------
Put Option Factor 0.163397 0.152132
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
Put Option Component: Put Option Component:
1000 * 0.163397 = 163.40 1000 * 0.152132 = 152.13
Charge Refund Component: Charge Refund Component:
1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67 1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89
Early Distribution Total EDA: Total EDA:
Adjustment 163.40 - 5.67 = 157.73 152.13 - 1.89 = 150.24 307.97
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
SEGMENT DISTRIBUTION VALUE 1000 - 157.73 = 842.27 1000 - 150.24 = 849.76 1,692.03
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Put Option
Component -16.34% -15.213%
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Charge Refund
Component 0.567% 0.189%
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
Total % change in
Segment Account Value
due to the EDA -15.773% -15.024%
-------------------------------------------------------------------------------------------------------------------------------
A-2 APPENDIX I: EARLY DISTRIBUTION ADJUSTMENT EXAMPLES
EXAMPLE IV - THE INDEX IS UP 40% AT THE TIME OF THE EARLY DISTRIBUTION
ADJUSTMENT
-------------------------------------------------------------------------------------------------------------------------------
CHANGE IN INDEX VALUE 40% 40% TOTAL
-------------------------------------------------------------------------------------------------------------------------------
Put Option Factor 0.000140 0.000000
-------------------------------------------------------------------------------------------------------------------------------
Put Option Component: Put Option Component:
1000 * 0.000140 = 0.14 1000 * .000000 = 0.00
Charge Refund Component: Charge Refund Component:
1000 * 0.75 * (0.0075 / (1 - 0.0075)) = 5.67 1000 * 0.25 * (0.0075 / (1 - 0.0075)) = 1.89
Early Distribution Total EDA: Total EDA:
Adjustment 0.14 - 5.67 = -5.53 0.00 - 1.89 = -1.89 -7.42
-------------------------------------------------------------------------------------------------------------------------------
SEGMENT DISTRIBUTION
VALUE 1000 - (-5.53) = 1005.53 1000 - (-1.89) = 1001.89 2,007.42
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Put Option
Component -0.014% 0%
-------------------------------------------------------------------------------------------------------------------------------
% change in principal
due to the Charge Refund
Component 0.567% 0.189%
-------------------------------------------------------------------------------------------------------------------------------
Total % change in
Segment Account Value
due to the EDA 0.553% 0.189%
-------------------------------------------------------------------------------------------------------------------------------
(1)Early Distribution Adjustment = (Segment Account Value) x [ (Put Option
Factor) - (Number of days between Valuation Date and Maturity Date) /(
Number of days between Start Date and Maturity Date) x ( 0.0075 / (1 -
0.0075) )]. The denominator of the charge refund component of this formula,
i.e., "(1 - 0.0075)," is an adjustment that is necessary in order for the
pro rata refund of the Variable Index Benefit Charge to be based on the
gross amount on which that charge was paid by the policy owner on the
Segment Start Date.
(2)Segment Distribution Value = (Segment Account Value) - (Early Distribution
Adjustment).
(3)Derivation of Put Option Factor: In practice, the Put Option Factor will be
calculated based on a Black Scholes model, with input values which are
consistent with current market prices. We will utilize implied volatility
quotes - the standard measure used by the market to quote option prices - as
an input to a Black Scholes model in order to derive the estimated market
prices. The input values to the Black Scholes model that have been utilized
to generate the hypothetical examples above are as follows: (1) Implied
volatility - 25%; (2) Libor rate corresponding to remainder of segment term
- 1.09% annually; (3) Index dividend yield - 2% annually.
B.EXAMPLE OF AN EARLY DISTRIBUTION ADJUSTMENT CORRESPONDING TO A LOAN ALLOCATED
TO SEGMENTS, FOR THE SEGMENT DISTRIBUTION VALUES AND SEGMENT ACCOUNT VALUES
LISTED ABOVE FOR A CHANGE IN INDEX VALUE OF -40%
This example is meant to show the effect on a policy if, rather than a full
distribution, you took a loan in the circumstances outlined in Example III
above when the Index is down 40%. Thus the policy owner is assumed to have an
initial Segment Account Value of 1,000 in each of Segment 1 and Segment 2. It
is also assumed that 9 months remain until Segment 1's maturity date and 3
months remain until Segment 2's maturity date.
Loan Amount: 750
Loan Date: 3rd Friday of October, Calendar Year Y
Explanation of formulas is provided in notes (a)-(d) below.
THE INDEX IS DOWN 40% AT THE TIME OF THE EARLY DISTRIBUTION ADJUSTMENT
--------------------------------------------------------
CHANGE IN INDEX VALUE -40% -40% TOTAL
--------------------------------------------------------
--------------------------------------------------------
Segment Account Value
before Loan 1,000.00 1,000.00 2,000.00
--------------------------------------------------------
--------------------------------------------------------
Loan Allocation/(a)/ 373.34 376.66 750.00
--------------------------------------------------------
--------------------------------------------------------
Early Distribution
Adjustment/(b)/ 69.91 66.59 136.55
--------------------------------------------------------
--------------------------------------------------------
Segment Account Value
after Loan/(c)/ 556.73 556.72 1,113.45
--------------------------------------------------------
--------------------------------------------------------
Segment Distribution
Value after Loan/(d)/ 468.93 473.10 942.03
--------------------------------------------------------
APPENDIX I: EARLY DISTRIBUTION ADJUSTMENT EXAMPLES A-3
(a)When more than one Segment is being used, we would allocate the loan between
the Segments proportionately to the Segment Distribution Value in each. We
take the Segment Distribution Value of each Segment (shown in Example III
above) and divide it by the total Segment Distribution Values for Segments 1
and 2. This gives us the proportionate amount of the loan that should be
allocated to each Segment. For example, for Segment 1, that would be 750 x
(842.27/1,692.03) = 373.34
(b)This is the Early Distribution Adjustment that would be deducted from each
Segment, as a result of the loan, based on the amount of the loan that is
allocated to that Segment. It is equal to a percentage of the Early
Distribution Adjustment that would apply if a full distribution from the
Segment were being made, rather than only a partial distribution. This
percentage would be 44.32545% for Segment 1 in this example: i.e., 373.34
(the amount of reduction in Segment Distribution Value as a result of the
loan) divided by 842.27 (the Segment Distribution Value before the loan).
Thus, the Early Distribution Adjustment that is deducted for Segment 1 due
to the loan in this example would be 69.91 (i.e., 44.32545% of the 157.73
Early Distribution adjustment shown in Example III above that would apply if
a full rather than only a partial distribution from the Segment were being
made). Of this 69.91, 72.43 would be attributable to the Put Option
Component and -2.51 would be attributable to the Charge Refund Component
(which are calculated by applying 44.32545% to the 163.40 Put Option
Component and the 5.67 Charge Refund Component shown in Example III).
Similarly, the Early Distribution Adjustment deducted as a result of the
loan from Segment 2 would be 66.59, of which 67.43 would be attributable to
the Put Option Component and -0.84 would be attributable to the Charge
Refund Component.
(c)The Segment Account Value after Loan represents the Segment Account Value
before Loan minus the Loan Allocation and the Early Distribution Adjustment.
For example, for Segment 1, that would be 1,000 - 373.34 - 69.93 = 556.73.
(d)Segment Distribution Value after Loan represents the amount a policy owner
would receive from a Segment if they decided to surrender their policy
immediately after this loan transaction. We would take the pre-loan Segment
Distribution Value (shown in Example III above) and subtract the Loan
Allocation. For example, for Segment 1, that would be 842.27 - 373.34 =
468.93.
A-4 APPENDIX I: EARLY DISTRIBUTION ADJUSTMENT EXAMPLES
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
1
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) Underwriting Agreement.
(a) Wholesale Distribution Agreement dated April 1, 2005 by and
between MONY Life Insurance Company of America, MONY Securities
Corporation, and AXA Distributors, LLC, is incorporated herein by
reference to the Registration Statement on Form S-3 (333-177419) filed
on October 20, 2011.
(b) Form of Brokerage General Agent Sales Agreement with Schedule and
Amendment to Brokerage General Agent Sales Agreement among [Brokerage
General Agent] and AXA Distributors, LLC, AXA Distributors Insurance
Agency, LLC, AXA Distributors Insurance Agency of Alabama, LLC and AXA
Distributors Insurance Agency of Massachusetts, 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.
(c) Form of Wholesale Broker-Dealer Supervisory and Sale Agreement
among [Broker Dealer] 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.
(d) General Agent Sales Agreement dated June 6, 2005, by and between
MONY Life Insurance Company of America and AXA Network, LLC, previously
filed with this registration statement on Form S-1 (File No. 333-180068)
filed on March 13, 2012.
(i) First Amendment dated as of August 1, 2006 to General Agent Sales
Agreement dated as of August 1, 2006 by and between MONY Life Insurance
Company of America and AXA Network, incorporated herein by reference to
Exhibit (c)(9) to the Registration Statement on Form N-6 (File
No. 333-134304) filed on March 1, 2012.
(ii) Second Amendment dated as of April 1, 2008 to General Agent
Sales Agreement dated as of April 1, 2008 by and between MONY Life
Insurance Company of America and AXA Network, LLC, previously filed with
this registration statement on Form S-1 (File No. 333-180068) filed on
March 13, 2012.
(e) Broker-Dealer Distribution and Servicing Agreement, dated June 6,
2005, made by and between MONY Life Insurance Company of America and AXA
Advisors, LLC, previously filed with this registration statement on Form
S-1 (File No. 333-180068) filed on March 13, 2012.
(2) Not Applicable.
(3)(i) Articles of Incorporation.
(a) Articles of Restatement of the Articles of Incorporation of MONY
Life Insurance Company of America (as Amended July 22, 2004), 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.
(3)(ii) By-Laws.
(a) By-Laws of MONY Life Insurance Company of America (as Amended
July 22, 2004), incorporated herein by reference to post-effective
amendment no. 8 to the registration statement on Form N-4 (File No.
333-72632) filed on May 4, 2005.
(4) Form of contract.
(a) Variable Indexed Option Rider (R09-30), incorporated herein by
reference to Exhibit 4 to the Registration Statement (File No. 333-167938
on Form S-3, filed on September 30, 2010.
(b) Variable Indexed Option Rider (ICC09-R09-30), previously filed
with this registration statement on Form S-1 (File No. 333-180068) filed
on March 13, 2012.
2
(5) Opinion and consent of counsel regarding legality
(a) Opinion and consent of Dodie Kent as to the legality of
securities being registered, filed herewith.
(8) Not Applicable.
(9) Not Applicable.
(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.
(11) Not Applicable.
(12) Not Applicable.
(15) Not Applicable.
(16) Not Applicable.
(21) Not Applicable.
(23) Consents of Experts and Counsel.
(a) Consent of PricewaterhouseCoopers LLP, filed herewith.
(b) See Item (5) above.
(24) Powers of Attorney.
(a) Powers of Attorney, filed herewith.
(25) Not Applicable.
(26) Not Applicable.
3
ITEM 17.UNDERTAKINGS
(a) 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 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 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;
provided, however, that paragraphs (a) (1) (i), (a) (1) (ii) and
(a) (1) (iii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant
to Section 13 or 15 (d) of the Securities Act of 1934 that are incorporated
by reference in the registration statement, or is contained in a form of
prospectus filed pursuant to Rule 424 (b) that is part of this 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) 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.
4
(5) 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
5
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 26th day of April, 2012.
MONY Life Insurance Company of America
(Registrant)
By: /s/ Dodie Kent
-----------------------------------
Dodie Kent
Vice President and Associate General 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:
*Mark Pearson Chairman of the Board, President and
Chief Executive Officer, Director
PRINCIPAL FINANCIAL OFFICER:
*Bertrand Poupart-Lafarge Executive Vice President, Chief
Investment Officer, Treasurer and
interim Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
*Andrea M. Nitzan Executive Vice President (acting
Principal Accounting Officer)
*DIRECTORS:
Mark Pearson Danny L. Hale Ramon de Oliveira
Henri de Castries Anthony J. Hamilton Lorie A. Slutsky
Denis Duverne Peter S. Kraus Ezra Suleiman
Charlynn Goins Andrew J. McMahon Richard C. Vaughan
*By: /s/ Dodie Kent
-------------------------
Dodie Kent
Attorney-in-Fact
April 26, 2012
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION TAG VALUE
----------- ------------------------------------------------------ ----------
(5)(a) Opinion and Consent of Dodie Kent EX-99.5a
23(a) Consent of PricewaterhouseCoopers LLP Ex-99.23a
(24)(a) Powers of Attorney Ex-99.24a