Attached files
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 2016.
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT ON FORM S-1 UNDER THE SECURITIES ACT OF 1933
MONY LIFE INSURANCE COMPANY OF AMERICA
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ARIZONA
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
6311
(PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)
86-0222062
(I. R. S. EMPLOYER IDENTIFICATION NUMBER)
525 WASHINGTON BOULEVARD
JERSEY CITY, NEW JERSEY 07310
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRAT'S PRINCIPAL EXECUTIVE OFFICES)
---------------------
SHANE DALY
VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL
MONY LIFE INSURANCE COMPANY OF AMERICA
525 WASHINGTON BOULEVARD
JERSEY CITY, NEW JERSEY 07310
(212) 314-3912
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
DODIE C. KENT, ESQ.
SUTHERLAND, ASBILL & BRENNAN LLP
1114 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036-7703
---------------------
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462 (b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462 (c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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] Smaller reporting company [ ]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE FEE
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Market Value Adjustment
Interests under Flexible
Premium Annuity Contracts . . . $[105,424,528](2) (1) $ $1
====================================================================================================================================
(1) The securities are not issued in predetermined amounts or units.
(2) Prior to the filing of this Registration Statement, $[77,831,733] of units
of interest under the annuity contracts registered under the Registration
Statement File No. 333-186795 on Form S-1 on February 22, 2013 remained
unregistered and unsold. The registration fee of $[10,616.25] associated
with those unsold units of interest was used as payment for the
registration fee associated with the $[105,424,528] units of interest
registered hereunder pursuant to Rule 457(p), and such unsold units of
interest were deemed deregistered.
The Registration hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
Guaranteed Interest Account with Market Value Adjustment under Flexible Payment
Variable Annuity Contracts
PROSPECTUS ISSUED BY
DATED MAY 1, 2016 MONY LIFE INSURANCE COMPANY OF AMERICA
OPERATIONS CENTER
5788 WIDEWATERS PARKWAY
SYRACUSE, NY 13214
MONY Life Insurance Company of America (the "Company") issues the Guaranteed
Interest Account with Market Value Adjustment described in this prospectus. The
Guaranteed Interest Account with Market Value Adjustment is available only
under certain variable annuity contracts that we offer.
This Contract is no longer being sold. This prospectus is used with current
contract owners only. We will continue to accept Purchase Payments under
existing Contracts. You should note that your contract features and charges,
and your investment options, may vary depending on your state and/or the date
on which you purchased your Contract. For more information about the particular
options, features and charges applicable to you, please contact your financial
professional and/or refer to your contract.
Among the many terms of the Guaranteed Interest Account with Market Value
Adjustment are:
- Guaranteed interest to be credited for specific periods (referred to as
"Accumulation Periods").
- Three (3), five (5), seven (7) and ten (10) year Accumulation Periods
are available.
- Interest will be credited for the entire Accumulation Period on a daily
basis. Different rates apply to each Accumulation Period and are
determined by the Company from time to time at its sole discretion.
- A Market Value Adjustment may be charged if part or all of the
Guaranteed Interest Account with Market Value Adjustment is surrendered
or transferred before the end of the Accumulation Period.
- Potential purchasers should carefully consider the factors described in
"Risk Factors" as well as the other information contained in this
prospectus before allocating Purchase Payments or Fund Values to the
Guaranteed Interest Account with Market Value Adjustment offered
herein.
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THESE ARE ONLY SOME OF THE TERMS OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET
VALUE ADJUSTMENT. PLEASE READ THIS PROSPECTUS AND THE PROSPECTUS FOR THE
VARIABLE ANNUITY CONTRACT CAREFULLY FOR MORE COMPLETE DETAILS OF THE
CONTRACT.
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THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF 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.
MLA-GIAMVA 05.16
TTABLE OF CONTENTS
1. DEFINITIONS.................................................................................................... 3
2. SUMMARY........................................................................................................ 4
Purpose of the Guaranteed Interest Account with Market Value Adjustment........................................ 4
Purchase Payments.............................................................................................. 4
The Accumulation Periods....................................................................................... 4
Crediting of interest.......................................................................................... 4
The Market Value Adjustment.................................................................................... 5
Transfers, Surrenders and Loans................................................................................ 5
Death benefit.................................................................................................. 7
Other provisions of the Contract............................................................................... 7
3. RISK FACTORS................................................................................................... 7
4. DESCRIPTION OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT.................................... 7
General........................................................................................................ 7
Allocations to the Guaranteed Interest Account with Market Value Adjustment.................................... 8
Specified Interest Rates and the Accumulation Periods.......................................................... 8
End of Accumulation Periods.................................................................................... 9
The Market Value Adjustment.................................................................................... 10
Contract charges............................................................................................... 11
Guaranteed Interest Account at annuitization................................................................... 11
5. FEDERAL TAX STATUS............................................................................................. 11
Introduction................................................................................................... 11
Taxation of annuities in general............................................................................... 12
Retirement plans...............................................................................................
Tax treatment of the Company...................................................................................
6. INVESTMENTS.................................................................................................... 18
7. CONTRACTS AND THE DISTRIBUTION OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT................. 18
8. MONY LIFE INSURANCE COMPANY OF AMERICA......................................................................... 21
9. LEGAL PROCEEDINGS.............................................................................................. 21
10. ADDITIONAL INFORMATION......................................................................................... 22
APPENDIX: INFORMATION ABOUT MONY LIFE INSURANCE COMPANY OF AMERICA
2
1. DEFINITIONS
ACCUMULATION PERIOD -- Currently 3, 5, 7 and 10 years. The Accumulation Period
starts on the Business Day and falls on, or next follows the date the Purchase
Payment is transferred into the Guaranteed Interest Account with Market Value
Adjustment and ends on the monthly Contract Anniversary immediately prior to
the last day of that Accumulation Period.
ANNUITANT -- The person upon whose continuation of any life annuity payment
depends.
ANNUITY STARTING DATE -- Attainment of age 95, or at the discretion of the
Owner of the Contract, a date that is at least ten years from the Effective
Date of the Contract.
BUSINESS DAY -- Our "business day" is generally any day the New York Stock
Exchange is open for regular trading and generally ends at 4.00 p.m. Eastern
Time (or as of an earlier close of regular trading). A Business Day does not
include a day on which the New York Stock Exchange is not open due to emergency
conditions determined by the Securities and Exchange Commission. We may also
close early due to such emergency conditions.
CASH VALUE -- The Contract's Fund Value, less (1) any applicable Surrender
Charge, (2) any outstanding debt, and (3) any applicable Market Value
Adjustment.
CODE -- The Internal Revenue Code of 1986, as amended.
COMPANY -- MONY Life Insurance Company of America, the issuer of the Contract.
"We," "us," and "our" also refers to the Company.
CONTRACT -- Individual Flexible Payment Variable Annuity Contract.
CONTRACT ANNIVERSARY -- An anniversary of the Effective Date of the Contract.
CONTRACT YEAR -- Any period of twelve (12) months commencing with the Effective
Date and each Contract Anniversary hereafter.
EFFECTIVE DATE -- The date the Contract begins as shown in the Contract.
FUND VALUE -- The aggregate dollar value as of any Business Day of all amounts
accumulated under each of the Subaccounts, the Guaranteed Interest Account, and
the Loan Account of the Contract.
GENERAL ACCOUNT -- The General Account of the Company, which consists of all of
the Company's assets other than those assets allocated to the Company's
separate accounts.
GOOD ORDER -- Instructions that we receive at the Operations Center within the
prescribed time limits, if any, specified in the Contract for the transaction
requested. The instructions must be on the appropriate form or in a form
satisfactory to us that includes all the information necessary to execute the
requested transaction, and must be signed by the individual authorized to make
the transaction. To be in "Good Order," instructions must be sufficiently clear
so that we do not need to exercise any discretion to follow such
instructions.
GUARANTEED INTEREST ACCOUNT -- An account which is part of the General
Account.
LOAN -- Available under a Contract issued under Section 401(k) of the Code,
subject to availability. To be considered a Loan: (1) the term must be no more
than five years, (2) repayments must be at least quarterly and substantially
level, and (3) the amount is limited to dollar amounts specified by the Code,
not to exceed 50% of the Fund Value.
LOAN ACCOUNT -- A part of the General Account where Fund Value is held as
collateral for a Loan. An Owner may transfer Fund Value in the Subaccounts
and/or Guaranteed Interest Account with Market Value Adjustment to the Loan
Account.
MARKET VALUE ADJUSTMENT OR MVA -- An amount added to or deducted from the
amount surrendered or transferred from the Guaranteed Interest Account with
Market Value Adjustment for Contracts issued in certain states.
MONTHLY CONTRACT ANNIVERSARY -- The date of each month corresponding to the
Effective Date of the Contract. For example, for a Contract with a June 15
Effective Date, the Monthly Contract Anniversary is the 15th of each month. If
a Contract's Effective Date falls on the 29th, 30th or 31st day of a month, the
Monthly Contract Anniversary will be the earlier of that day or the last day of
the particular month in question.
OWNER -- The person so designated in the application to whom all rights,
benefits, options, and privileges apply while the Annuitant is living. If a
Contract has been absolutely assigned, the assignee becomes the Owner.
PURCHASE PAYMENT -- An amount paid to the Company by the Owner or on the
Owner's behalf as consideration for the benefits provided by the Contract.
3
SUBACCOUNT -- A division of MONY America Variable Account A, the separate
account supporting the Contracts.
SURRENDER CHARGE -- A deferred sales load, expressed as a percentage of Fund
Value surrendered.
2. SUMMARY
This summary provides you with a brief overview of the more important aspects
of the Contract's Guaranteed Interest Account with Market Value Adjustment. It
is not intended to be complete. More detailed information is contained in this
prospectus on the pages following this summary and in the Contract. This
summary and the entire prospectus will describe only the Guaranteed Interest
Account with Market Value Adjustment. Other parts of the Contract are described
in the Contract and in the prospectus for that Contract. Before allocating your
Purchase Payments to the Guaranteed Interest Account with Market Value
Adjustment, We urge you to read both prospectuses carefully.
PURPOSE OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT
The Guaranteed Interest Account with Market Value Adjustment is designed to
provide you with an opportunity to receive a guaranteed fixed rate of interest.
You can choose the period of time over which the guaranteed fixed rate of
interest will be paid. That period of time is known as the Accumulation
Period.
The Guaranteed Interest Account with Market Value Adjustment is also designed
to provide you with the opportunity to transfer part or all of the Guaranteed
Interest Account with Market Value Adjustment to the Subaccounts available to
you under the Contract. It is also designed to provide you with the opportunity
to surrender part or all of the Guaranteed Interest Account with Market Value
Adjustment before the end of the Accumulation Period. If you ask us to transfer
or surrender part or all of the Guaranteed Interest Account, we may apply a
MVA. This adjustment may be positive, negative, or zero.
PURCHASE PAYMENTS
The Purchase Payments you make for the Contract are received by the Company.
Currently earnings on those Purchase Payments are not subject to taxes imposed
by the U.S. Government or any state or local government.
You may allocate all or part of your Purchase Payments to the Guaranteed
Interest Account with Market Value Adjustment.
THE ACCUMULATION PERIODS
There are 4 different Accumulation Periods currently available: a 3-year
Accumulation Period, a 5-year Accumulation Period, a 7-year Accumulation Period
and a 10-year Accumulation Period. You may allocate initial or additional
Purchase Payments made under the Contract to one or more Accumulation Periods.
You may also ask us to transfer Fund Values from the Subaccounts available
under the Contract to one or more of the Accumulation Periods subject to any
applicable MVA. There is no minimum amount required for allocation or transfer
to an Accumulation Period. (See "Allocations to the Guaranteed Interest Account
with Market Value Adjustment.")
Each Accumulation Period starts on the Business Day that falls on, or next
follows, the date on which allocations are made and Purchase Payments are
received or Fund Values are transferred. Each Accumulation Period ends on the
Monthly Contract Anniversary immediately prior to the 3, 5, 7 or 10 year
anniversary of the start of the Accumulation Period (the "Maturity Date"). This
means that the Accumulation Period for a 3, 5, 7 or 10 year Accumulation Period
may be up to 31 days shorter than 3, 5, 7 or 10 years, respectively. (See
"Specified Interest Rates and the Accumulation Periods.")
CREDITING OF INTEREST
The Company will credit amounts allocated to an Accumulation Period with
interest at an annual rate not less than 3.50%. This interest rate is referred
to as the "Specified Interest Rate." It will be credited for the duration of
the Accumulation Period. Specified Interest Rates for each Accumulation Period
are declared periodically at the sole discretion of the Company. (See
"Specified Interest Rates and the Accumulation Periods.")
At least 15 days and at most 45 days prior to the Maturity Date of an
Accumulation Period, Owners having Fund Values allocated to such Accumulation
Periods will be notified of the impending Maturity Date. Owners will then have
the option of directing the surrender or transfer (including transfers for the
purpose of obtaining a Loan) of the Fund Value within 30 days before the end of
the Accumulation Period without application of any MVA.
4
The Specified Interest Rate will be credited to amounts allocated to an
Accumulation Period, so long as such allocations are neither surrendered nor
transferred prior to the Maturity Date for the Allocation Period. The Specified
Interest Rate is credited daily, providing an annual effective yield. (See
"Specified Interest Rates and the Accumulation Periods.")
THE MARKET VALUE ADJUSTMENT
Amounts that are surrendered or transferred (including transfers for the
purpose of obtaining a Loan) from an Accumulation Period more than 30 days
before the Maturity Date will be subject to an MVA. An MVA will not apply upon
annuitization or upon payment of a death benefit. The MVA is determined through
the use of a factor, which is known as the MVA Factor. This factor is discussed
in detail in the section entitled "The Market Value Adjustment." The MVA could
cause an increase or decrease or no change at all in the amount of the
distribution from an Accumulation Period.
TRANSFERS, SURRENDERS AND LOANS
When you as Owner request that Contract Fund Value from the Guaranteed Interest
Account with Market Value Adjustment be transferred to MONY America Variable
Account A, surrendered, loaned to you, or used to pay any charge imposed in
accordance with the Contract, you should tell the Company the source of Fund
Value, by Accumulation Period, of amounts to be transferred, surrendered,
loaned, or used to pay charges. We will not process the surrender unless you
tell us the source by Accumulation Period to use. If you do not specify an
Accumulation Period, your transaction will be processed using the Accumulation
Periods in the order in which money was most recently allocated.
TRANSFERS
Transfers may be made from the Guaranteed Interest Account with Market Value
Adjustment at any time, but, if they are made before the end of the 3, 5, 7 or
10 year Accumulation Period there will be a Market Value Adjustment for
Contracts issued in most states. If the transfer request is received in Good
Order within 30 days before the end of the Accumulation Period, no Market Value
Adjustment will apply. If multiple Accumulation Periods are in effect, your
transfer request must specify from which Accumulation Period(s) we are to make
the transfer.
Contracts issued in Maryland, Massachusetts, New Jersey, Oklahoma, Oregon,
Pennsylvania, South Carolina, Texas and Washington with Fund Value must
maintain a minimum Fund Value in the Guaranteed Interest Account with Market
Value Adjustment of $2,500.
SURRENDERS
The Owner may elect to make a surrender of all or part of the Contract's Fund
Value provided it is:
- on or before the annuity payments start, and
- during the lifetime of the Annuitant.
Any such election shall specify the amount of the surrender. The surrender will
be effective on the date a proper written request is received by the Company at
its Operations Center in Good Order.
The amount of the surrender may be equal to the Contract's Cash Value, which is
its Fund Value less:
(1) any applicable Surrender Charge, and
(2) any applicable Market Value Adjustment.
The surrender may also be for a lesser amount (a "partial surrender").
Requested partial surrenders that would leave a Cash Value of less than $1,000
are treated and processed as a full surrender. In such case, the entire Cash
Value will be paid to the Owner. For a partial surrender, any Surrender Charge
or any applicable Market Value Adjustment will be in addition to the amount
requested by the Owner. A partial surrender may reduce your death benefit
proportionately by the same percentage that the surrender (including any
Surrender Charge and any Market Value Adjustment, if applicable) reduced Fund
Value.
A surrender will result in the cancellation of units of the particular
Subaccounts and the withdrawal of amounts credited to the Guaranteed Interest
Account with Market Value Adjustment Accumulation Periods as chosen by the
Owner. The aggregate value of the surrender will be equal to the dollar amount
of the surrender plus, if applicable, any Surrender Charge and any applicable
Market Value Adjustment. For a partial surrender, the Company will cancel
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units of the particular Subaccounts and withdraw amounts from the Guaranteed
Interest Account with Market Value Adjustment Accumulation Period under the
allocation specified by the Owner. The unit value will be calculated as of the
end of the Business Day the surrender request is received in Good Order. The
Owner can specify partial surrender allocations by either amount or percentage.
Allocations by percentage must be in whole percentages (totaling 100%). The
minimum percentage of allocation for a partial surrender is 10% of any
Subaccount or Guaranteed Interest Account with Market Value Adjustment
designated by the Owner. The request will not be accepted if:
- there is insufficient Fund Value in the Guaranteed Interest Account with
Market Value Adjustment or a Subaccount to provide for the requested
allocation against it, or
- the request is incomplete or incorrect or otherwise not in Good Order.
Any Surrender Charge will be allocated against the Guaranteed Interest Account
with Market Value Adjustment and each Subaccount in the same proportion that
each allocation bears to the total amount of the partial surrender. Contracts
issued in Maryland, the Commonwealth of Massachusetts, New Jersey, Oklahoma,
Oregon, the Commonwealth of Pennsylvania, South Carolina, Texas and Washington
must maintain a minimum Fund Value in the Guaranteed Interest Account with
Market Value Adjustment of $2,500.
The amount of any surrender, death benefit, or transfer payable from MONY
America Variable Account A amount will be paid in accordance with the
requirements of the Investment Company Act of 1940, as amended (the "1940
Act"). However, the Company may be permitted to postpone such payment under the
1940 Act. Postponement is currently permissible only for any period during
which:
(1) the New York Stock Exchange is closed other than customary weekend
and holiday closings, or
(2) trading on the New York Stock Exchange is restricted as determined by
the Securities and Exchange Commission, or
(3) an emergency exists as a result of which disposal of securities held
by the Fund is not reasonably practicable or it is not reasonably
practicable to determine the value of the net assets of the Fund.
Any surrender involving payment from amounts credited to the Guaranteed
Interest Account with Market Value Adjustment may be postponed, at the option
of the Company, for up to 6 months from the date the request for a surrender is
received by the Company in Good Order. Surrenders involving payment from the
Guaranteed Interest Account with Market Value Adjustment may in certain
circumstances and in certain states also be subject to a Market Value
Adjustment, in addition to a Surrender Charge.
The tax results of a surrender should be carefully considered. (See "Federal
tax status.")
Please note: If mandated under applicable law, we may be required to reject a
Purchase Payment. In addition, we may also be required to block an Owner's
account and thereby refuse to honor any request for transfers, partial
surrenders, Loans or death benefits until instructions are secured from the
appropriate regulator. We may also be required to provide additional
information about your account to government regulators.
LOANS
Qualified Contracts issued under Section 401(k) plan under the Code will have a
loan provision (except in the case of Contracts issued in Vermont) under which
a Loan can be taken using the Contract as collateral for the Loan. All of the
following conditions apply in order for the amount to be considered a loan,
rather than a (taxable) partial surrender:
- The term of the Loan generally must be 5 years or less.
- Repayments are required at least quarterly and must be substantially
level.
- The Loan amount is limited to certain dollar amounts as specified by the
IRS.
The Owner (Plan Trustee) must certify that these conditions are satisfied.
Loans could have tax consequences. (See "Federal tax status.")
In any event, the maximum outstanding Loan on a Contract is 50% of the Fund
Value in the Subaccounts and/or the Guaranteed Interest Account with Market
Value Adjustment. Loans are not permitted before the end of the right to return
contract period. In requesting a Loan, the Owner must specify the Subaccounts
from which Fund Value equal to the amount of the Loan requested will be taken.
Loans from the Guaranteed Interest Account with Market Value Adjustment are not
taken until Fund Value in the Subaccounts is exhausted. If in order to provide
the Owner with the amount of the Loan requested, and Fund Values must be taken
from the Guaranteed Interest Account with Market
6
Value Adjustment, then the Owner must specify the Accumulation Periods from
which Fund Values equal to such amount will be taken. If the Owner fails to
specify Subaccounts and Accumulation Periods, the request for a Loan will be
returned to the Owner.
Values are transferred to a Loan Account that earns interest at an annual rate
of 3.50%. The annual loan interest rate charged on outstanding Loans will be 6%
in arrears. Any interest not paid when due will be added to the Loan and bear
interest at the 6% annual rate.
Loan repayments must be specifically earmarked as loan repayment and will be
allocated to the Subaccounts and/or the Guaranteed Interest Account with Market
Value Adjustment using the most recent payment allocation on record. Otherwise,
we will treat the payment as a net Purchase Payment.
DEATH BENEFIT
Upon payment of a death benefit, if there are funds allocated to the Guaranteed
Interest Account with Market Value Adjustment at the time of death, any
applicable Market Value Adjustment will be waived.
OTHER PROVISIONS OF THE CONTRACT
This summary and this prospectus do not describe the other provisions of the
Contract. Please refer to the prospectus for MONY America Variable Account A
and to the Contract for the details of these provisions.
3. RISK FACTORS
Potential purchasers should carefully consider the factors described in this
section as well as the other information contained in this prospectus before
allocating Purchase Payments or Fund Values to the Guaranteed Interest Account
with Market Value Adjustment offered herein. Such Risk factors include:
(i) the risk of losses on real estate and commercial mortgage loans,
(ii) other risks relating to the Company's investment portfolio that could
affect the profitability of the Company,
(iii) the risk that interest rate changes could make certain of the
Company's products less profitable to the Company or less attractive
to customers,
(iv) risks with respect to certain sales practice litigation that could
result in substantial judgments against the Company,
(v) the risk of increased surrenders of certain annuities as the
Surrender Charges with respect to such annuities expire that could
eliminate sources of revenues (charges under the annuities) and/or
exhaust the Company's liquid assets and force the Company to
liquidate other assets, perhaps on unfavorable terms,
(vi) risks associated with certain economic and market factors,
(vii) the risk of variations in claims experience that could be different
than the assumptions management used in pricing the Company's
products,
(viii) risks related to certain insurance regulatory matters -- i.e., that
certain issues raised during examinations of the Company could have
a material impact on the Company,
(ix) risks of competition,
(x) risks with respect to claims paying ability ratings and financial
strength ratings that could adversely affect the Company's ability to
compete, and
(xi) risks of potential adoption of new federal income tax legislation
that could adversely affect the Company and its ability to compete
with non-insurance products and the demand for certain insurance
products.
4. DESCRIPTION OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE
ADJUSTMENT
GENERAL
The Guaranteed Interest Account with Market Value Adjustment is an allocation
option available under certain variable annuity contracts issued by the
Company. Not all of the variable annuity contracts issued by the Company offer
the Guaranteed Interest Account with Market Value Adjustment, nor is the
Guaranteed Interest Account with Market Value Adjustment available in every
state jurisdiction. The variable annuity contract that offers the Guaranteed
Interest Account with Market Value Adjustment clearly discloses whether the
Guaranteed Interest Account with Market
7
Value Adjustment is available as an allocation choice to the Owner. If the
Guaranteed Interest Account with Market Value Adjustment is available under a
variable annuity issued by the Company, the prospectus for the variable annuity
contract and this prospectus must be read carefully together in the same manner
that prospectuses for underlying mutual funds must be read with the prospectus
for the contracts.
The guarantees associated with the Guaranteed Interest Account with Market
Value Adjustment are borne exclusively by the Company. The guarantees
associated with the Guaranteed Interest Account with Market Value Adjustment
are legal obligations of the Company. Fund Values allocated to the Guaranteed
Interest Account with Market Value Adjustment are held in the General Account
of the Company. Amounts allocated to the General Account of the Company are
subject to the liabilities arising from the business the Company conducts. The
Company has sole investment discretion over the investment of the assets of its
General Account. Owners having allocated amounts to a particular Accumulation
Period of the Guaranteed Interest Account with Market Value Adjustment,
however, will have no claim against any particular assets of the Company.
The Guaranteed Interest Account with Market Value Adjustment provides for a
Specified Interest Rate, which is a guaranteed interest rate that will be
credited as long as any amount allocated to the Guaranteed Interest Account
with Market Value Adjustment is not distributed for any reason prior to the
Maturity Date of the particular Accumulation Period chosen by the Owner.
Generally, a 3-year Accumulation Period offers guaranteed interest at a
Specified Interest Rate over three years, a 5-year Accumulation Period offers
guaranteed interest at a Specified Interest Rate over five years, and so on.
Because the Maturity Date is the Monthly Contract Anniversary immediately prior
to the 3, 5, 7 or 10 year anniversary of the start of the Accumulation Period,
the Accumulation Period may be up to 31 days shorter than the 3, 5, 7 or 10
years, respectively.
Although the Specified Interest Rate will continue to be credited as long as
Fund Value remains in an Accumulation Period of the Guaranteed Interest Account
with Market Value Adjustment prior to the Maturity Date of that Accumulation
Period, surrenders or transfers (including transfers to the Loan Account as a
result of a request by the Owner for a Loan) will be subject to a Market Value
Adjustment, as described below. Market Value Adjustments do not apply upon
annuitization or upon payment of a death benefit.
ALLOCATIONS TO THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT
There are three sources from which allocations to the Guaranteed Interest
Account with Market Value Adjustment may be made:
(1) an initial Purchase Payment made under a Contract may be wholly or
partially allocated to the Guaranteed Interest Account with Market
Value Adjustment;
(2) a subsequent or additional Purchase Payment made under a Contract may
be partially or wholly allocated to the Guaranteed Interest Account
with Market Value Adjustment; and
(3) amounts transferred from Subaccounts available under the Contract may
be wholly or partially allocated to the Guaranteed Interest Account
with Market Value Adjustment.
There is no minimum amount of any allocation of either Purchase Payments or
transfers of Fund Value to the Guaranteed Interest Account with Market Value
Adjustment. The Contract provides that the prior approval of the Company is
required before it will accept a Purchase Payment where, with that Purchase
Payment, cumulative Purchase Payments made under the Contract held by the
Owner, less the amount of any prior partial surrenders and their Surrender
Charges, the MVA, and any debt, exceed $1,500,000. This limit applies to the
aggregate of Fund Values in the Guaranteed Interest Account with Market Value
Adjustment, the Subaccounts and the Loan Account of the Contract.
SPECIFIED INTEREST RATES AND THE ACCUMULATION PERIODS
SPECIFIED INTEREST RATES
The Specified Interest Rate, at any given time, is the rate of interest
guaranteed by the Company to be credited to allocations made to the
Accumulation Period for the Guaranteed Interest Account with Market Value
Adjustment chosen by the Owner, so long as no portion of the allocation is
distributed for any reason prior to the Maturity Date of the Accumulation
Period. Different Specified Interest Rates may be established for the four
different Accumulation Periods which are currently available (3, 5, 7 and 10
years).
The Company declares Specified Interest Rates for each of the available
Accumulation Periods from time to time. Normally, new Specified Interest Rates
will be declared monthly; however, depending on interest rate fluctuations,
declarations of new Specified Interest Rates may occur more or less frequently.
The Company observes no specific method in the establishment of the Specified
Interest Rates, but generally will attempt to declare Specified Interest
8
Rates which are related to interest rates associated with fixed-income
investments available at the time and having durations and cash flow attributes
compatible with the Accumulation Periods then available for the Guaranteed
Interest Account with Market Value Adjustment. In addition, the establishment
of Specified Interest Rates may be influenced by other factors, including
competitive considerations, administrative costs and general economic trends.
The Company has no way of predicting what Specified Interest Rates may be
declared in the future and there is no guarantee that the Specified Interest
Rate for any of the Accumulation Periods will exceed the guaranteed minimum
effective annual interest rate of 3.50%. OWNERS BEAR THE RISK THAT THE
SPECIFIED INTEREST RATE WILL NOT EXCEED THE GUARANTEED MINIMUM RATE.
The period of time during which a particular Specified Interest Rate is in
effect for new allocations to the then available Accumulation Periods is
referred to as the "Investment Period." All allocations made to an Accumulation
Period during an Investment Period are credited with the Specified Interest
Rate in effect. An Investment Period ends only when a new Specified Interest
Rate relative to the Accumulation Period in question is declared. Subsequent
declarations of new Specified Interest Rates have no effect on allocations made
to Accumulation Periods during prior Investment Periods. All such prior
allocations will be credited with the Specified Interest Rate in effect when
the allocation was made for the duration of the Accumulation Period selected.
Information concerning the Specified Interest Rates in effect for the various
Accumulation Periods can be obtained by contacting an agent of the Company who
is also a registered representative of AXA Advisors, LLC or by calling the
following toll free telephone number: (800) 487-6669.
The Specified Interest Rate is credited on a daily basis to allocations made to
an Accumulation Period elected by the Owner, resulting in an annual effective
yield which is guaranteed by the Company, unless amounts are surrendered,
transferred or paid out on death of Annuitant from that Accumulation Period for
any reason prior to the Maturity Date for that Accumulation Period. The
Specified Interest Rate will be credited for the entire Accumulation Period. If
amounts are surrendered or transferred from the Accumulation Period for any
reason prior to the Maturity Date, a Market Value Adjustment will be applied to
the amount surrendered or transferred.
ACCUMULATION PERIODS
For each Accumulation Period, the Specified Interest Rate in effect at the time
of the allocation to that Accumulation Period is guaranteed. An Accumulation
Period always ends on a Maturity Date, which is the Monthly Contract
Anniversary immediately prior to the 3, 5, 7 or 10 year anniversary of the
start of the Accumulation Period. Therefore, the Specified Interest Rate may be
credited for up to 31 days less than the full 3, 5, 7 or 10 years.
For example, if the Effective Date of a Contract is August 10, 2000 and an
allocation is made to a 10 year Accumulation Period on August 15, 2000 and the
funds for a new Purchase Payment are received in Good Order on that day, the
Accumulation Period will begin on August 15, 2000 and end on August 10, 2010,
during which period the Specified Interest Rate will be credited.
All Accumulation Periods for the 3, 5, 7 and 10 year Accumulation Periods,
respectively, will be determined in a manner consistent with the foregoing
example.
END OF ACCUMULATION PERIODS
At least fifteen days and at most forty-five days prior to the end of an
Accumulation Period, the Company will send notice to the Owner of the impending
Maturity Date. The notice will include the projected Fund Value held in the
Accumulation Period on the Maturity Date and will specify the various options
Owners may exercise with respect to the Accumulation Period:
(1) During the thirty-day period before the Maturity Date, the Owner may
wholly or partially surrender the Fund Value held in that
Accumulation Period without a Market Value Adjustment; however,
Surrender Charges under the Contract, if applicable, will be
assessed.
(2) During the thirty-day period before the Maturity Date, the Owner may
wholly or partially transfer the Fund Value held in that Accumulation
Period, without a Market Value Adjustment, to any Subaccount then
available under the Contract or may elect that the Fund Value held in
that Accumulation Period be held for an additional Accumulation
Period of the same number of years or for another Accumulation Period
of a different number of years which may at the time be available. A
confirmation of any such transfer or election will be sent
immediately after the transfer or election is processed.
(3) If the Owner does not make an election within thirty days following
the Maturity Date, the entire Fund Value held in the maturing
Accumulation Period will be transferred to an Accumulation Period of
the same number
9
of years as the Accumulation Period which matured. The start of the
new Accumulation Period is the ending date of the previous
Accumulation Period. However, if that period would extend beyond the
Annuity Starting Date of the Contract or if that period is not then
made available by the Company, the Fund Value held in the maturing
Accumulation Period will be automatically transferred to the Money
Market Subaccount at the end of the Maturity Period. A confirmation
will be sent immediately after the automatic transfer is executed.
During the thirty-day period following the Maturity Date, and prior to any of
the transactions set forth in (1), (2), or (3) above, the Specified Value held
in the maturing Accumulation Period will continue to be credited with the
Specified Interest Rate in effect before the Maturity Date.
THE MARKET VALUE ADJUSTMENT
GENERAL INFORMATION REGARDING THE MVA
A surrender or transfer (including a transfer to the Loan Account as a result
of a request by the Owner for a Loan) from the Guaranteed Interest Account with
Market Value Adjustment prior to the Maturity Date of that particular
Accumulation Period, will be subject to a Market Value Adjustment. A Market
Value Adjustment will not apply upon annuitization or upon payment of a death
benefit. The Market Value Adjustment is determined by the multiplication of an
MVA Factor (see "The MVA Factor" below) by the Specified Value, or the portion
of the Specified Value being surrendered or transferred (including transfers
for the purpose of obtaining a Loan). The Specified Value is the amount of the
allocation of Purchase Payments and transfers of Fund Value to an Accumulation
Period of the Guaranteed Interest Account with Market Value Adjustment, plus
interest accrued at the Specified Interest Rate minus prior distributions. The
Market Value Adjustment may either increase or decrease the amount of the
distribution. It will not apply to requests for transfer or full or partial
surrenders received at our Operations Center in Good Order within 30 days
before the end of the applicable Accumulation Period.
The Market Value Adjustment is intended to approximate, without duplicating,
the experience of the Company when it liquidates assets in order to satisfy
contractual obligations. Such obligations arise when Owners request surrenders
or transfers (including transfers for the purpose of obtaining a Loan). When
liquidating assets, the Company may realize either a gain or a loss.
If prevailing interest rates are higher at the time of a surrender or transfer
(including transfers for the purpose of obtaining a Loan) than the Specified
Interest Rate in effect at the time the Accumulation Period commences, the
Company will realize a loss when it liquidates assets in order to process a
surrender or transfer (including transfers for the purpose of obtaining a
Loan); therefore, application of the Market Value Adjustment under such
circumstances will decrease the amount of the surrender or transfer (including
transfers for the purpose of obtaining a Loan).
Generally, if prevailing interest rates are lower than the Specified Interest
Rate in effect at the time the Accumulation Period commences, the Company will
realize a gain when it liquidates assets in order to process a surrender or
transfer (including transfers for the purpose of obtaining a Loan); therefore,
application of the MVA under such circumstances will generally increase the
amount of the surrender or transfer (including transfers for the purpose of
obtaining a Loan).
The Company measures the relationship between prevailing interest rates and the
Specified Interest Rates it declares through the MVA Factor. The MVA Factor is
described more fully below.
THE MVA FACTOR
The formula for determining the MVA Factor is:
[(1+a)/(1+b)]/((n-t)/12)/-1
Where:
a = the Specified Interest Rate for the Accumulation Period from which the surrender, transfer or
Loan is to be taken;
b = the Specified Interest Rate declared at the time a surrender or transfer is requested for an
Accumulation Period equal to the time remaining in the Accumulation Period from which the
surrender or transfer (including transfer to the Loan Account as a result of a request by the
Owner for a Loan) is requested, plus 0.25%;
n = the Accumulation Period from which the surrender or transfer occurs in months; and
t = the number of elapsed months (or portion thereof) in the Accumulation Period from which
the surrender or transfer occurs.
10
If an Accumulation Period equal to the time remaining is not issued by the
Company, the rate will be an interpolation between two available Accumulation
Periods. If two such Accumulation Periods are not available, we will use the
rate for the next closest available Accumulation Period.
If the Company is no longer declaring rates on new payments, we will use
Treasury yields adjusted for investment risk as the basis for the Market Value
Adjustment.
The MVA Factor shown above also accounts for some of the administrative and
processing expenses incurred when fixed-interest investments are liquidated.
This is represented in the addition of 0.25% in the MVA Factor.
The MVA Factor will be multiplied by that portion of the Fund Value being
surrendered, transferred, or distributed for any other reason. If the result is
greater than 0, a gain will be realized by the Owner; if less than 0, a loss
will be realized. If the MVA Factor is exactly 0, no gain or loss will be
realized by the Owner.
CONTRACT CHARGES
The Contracts under which the Guaranteed Interest Account with Market Value
Adjustment are made available have various fees and charges, some of which may
be assessed against allocations made to the Guaranteed Interest Account with
Market Value Adjustment.
Surrender Charges, if applicable, will be assessed against full or partial
surrenders from the Guaranteed Interest Account with Market Value Adjustment.
If any such surrender occurs prior to the Maturity Date for any particular
Accumulation Period elected by the Owner, the amount surrendered will be
subject to a Market Value Adjustment in addition to Surrender Charges. The
variable annuity prospectus fully describes the Surrender Charges. Please refer
to the variable annuity prospectus for complete details regarding the Surrender
Charges under the Contracts.
Mortality and expense risk charges which may be assessed under Contracts will
not be assessed against any allocation to the Guaranteed Interest Account with
Market Value Adjustment. Such charges apply only to the Fund Value allocated to
the Subaccounts.
GUARANTEED INTEREST ACCOUNT AT ANNUITIZATION
On the Annuity Starting Date, the Contract's Cash Value, including the
Specified Value of all Accumulation Periods of the Guaranteed Interest Account
with Market Value Adjustment, will be applied to provide an annuity or any
other option previously chosen by the Owner and permitted by the Company.
Because the Annuity Starting Date will always coincide with or follow the
Maturity Date of any Guaranteed Interest Account with Market Value Adjustment,
no Market Value Adjustment will apply at annuitization. For more information
about annuitization and annuity options, please refer to the prospectus for
MONY America Variable Account A and to the Contract.
5. FEDERAL TAX STATUS
INTRODUCTION
The following discussion of the federal income tax treatment of the Contract is
not exhaustive, does not purport to cover all situations, and is not intended
as tax advice. The federal income tax treatment of the Contract is unclear in
certain circumstances, and you should always consult a qualified tax adviser
regarding the application of law to individual circumstances. This discussion
is based on the Code, Treasury Department regulations, and interpretations
existing on the date of this prospectus. These authorities, however, are
subject to change by Congress, the Treasury Department, and judicial
decisions.
This discussion does not address state or local tax consequences associated
with the purchase of the Contract. In addition, THE COMPANY MAKES NO GUARANTEE
REGARDING ANY TAX TREATMENT -- FEDERAL, STATE OR LOCAL -- OF ANY CONTRACT OR OF
ANY TRANSACTION INVOLVING A CONTRACT.
THE COMPANY'S TAX STATUS
The Company is taxed as a life insurance company under the Code. The assets
underlying the Guaranteed Interest Account with Market Value Adjustment are
owned by the Company, and the income derived from such assets will be
includible in the Company's income for federal income tax purposes.
11
TAXATION OF ANNUITIES IN GENERAL
TAX DEFERRAL DURING ACCUMULATION PERIOD
Under existing provisions of the Code, except as described below, any increase
in an Owner's Fund Value is generally not taxable to the Owner until received,
either in the form of annuity payments as contemplated by the Contracts, or in
some other form of distribution.
NONNATURAL OWNER
As a general rule, Contracts held by "nonnatural persons" such as a
corporation, trust or other similar entity, as opposed to a natural person, are
not treated as annuity contracts for federal tax purposes. The income on such
Contracts (as defined in the tax law) is taxed as ordinary income that is
received or accrued by the Owner of the Contract during the taxable year. There
are several exceptions to this general rule for nonnatural Owners. First,
Contracts will generally be treated as held by a natural person if the nominal
owner is a trust or other entity which holds the Contract as an agent for a
natural person. Thus, if a group Contract is held by a trust or other entity as
an agent for certificate owners who are individuals, those individuals should
be treated as owning an annuity for federal income tax purposes. However, this
special exception will not apply in the case of any employer who is the nominal
owner of a Contract under a non-qualified deferred compensation arrangement for
its employees.
In addition, exceptions to the general rule for nonnatural Owners will apply
with respect to:
(1) Contracts acquired by an estate of a decedent by reason of the death
of the decedent;
(2) certain Qualified Contracts;
(3) Contracts purchased by employers upon the termination of certain
Qualified Plans;
(4) certain Contracts used in connection with structured settlement
agreements; and
(5) Contracts purchased with a single purchase payment when the annuity
starting date is no later than a year from purchase of the Contract
and substantially equal periodic payments are made, not less
frequently than annually, during the annuity period.
DELAYED ANNUITY PAYMENT DATES
If the date annuity payments start under the Contract occurs (or is scheduled
to occur) at a time when the Annuitant has reached an advanced age (E.G., past
age 95), it is possible that the Contract would not be treated as an annuity
for federal income tax purposes. In that event, the income and gains under the
Contract could be currently includable in the Owner's income.
The remainder of this discussion assumes that the Contract will be treated as
an annuity contract for federal income tax purposes.
TAXATION OF SURRENDERS AND PARTIAL SURRENDERS
In the case of a partial surrender, amounts you receive are generally
includable in income to the extent your "cash surrender value" before the
partial surrender exceeds your "investment in the contract" (defined below).
All amounts includable in income with respect to the Contract are taxed as
ordinary income; no amounts are taxed at the special lower rates applicable to
long term capital gains and corporate dividends. Amounts received under an
automatic withdrawal plan are treated for tax purposes as partial surrenders,
not annuity payments. In the case of a surrender, amounts received are
includable in income to the extent they exceed the "investment in the
contract." For these purposes, the "investment in the contract" at any time
equals the total of the Purchase Payments made under the Contract to that time
(to the extent such payments were neither deductible when made nor excludable
from income as, for example, in the case of certain contributions to Qualified
Contracts) less any amounts previously received from the Contract which were
not includable in income.
As described elsewhere in this prospectus, the cost of the enhanced death
benefit option is reflected in the mortality and expense risk charge. It is
possible that the portion of the mortality and expense risk charge that
represents the cost of the enhanced death benefit option could be treated for
federal tax purposes as a partial surrender from the Contract. If the Contract
has additional riders, charges (or some portion thereof) for such riders could
be treated for federal tax purposes as partial surrenders from the Contract.
There is some uncertainty regarding the treatment of the Market Value
Adjustment for purposes of determining the amount includible in income as a
result of any partial surrender, surrender, assignment, pledge, or transfer
without adequate consideration. Congress has given the IRS regulatory authority
to address this uncertainty. However, as of the date of this Prospectus, the
IRS has not issued any regulations addressing these determinations. Similarly,
if the
12
Contract is issued with a Guaranteed Minimum Income Benefit Rider, the
Guaranteed Annuitization Value might be used by the IRS for purposes of
determining the amount includible in income as a result of any partial
surrender, surrender, assignment, pledge, or transfer without adequate
consideration. In that event, the amount treated as income could be higher.
Surrenders and partial surrenders may be subject to a 10% penalty tax. (See
"Penalty Tax on Premature Distributions.") Surrenders and partial surrenders
may also be subject to federal income tax withholding requirements. (See
"Federal Income Tax Withholding.")
TAXATION OF ANNUITY PAYMENTS
Normally, the portion of each annuity income payment taxable as ordinary income
equals the excess of the payment over the exclusion amount. The exclusion
amount is determined by multiplying (1) the payment by (2) the ratio of the
"investment in the contract" (defined above) you allocate to the settlement
option, adjusted for any period certain or refund feature, to the total
expected amount of annuity income payments for the term of the Contract
(determined under Treasury Department regulations).
Once the total amount of the investment in the contract is excluded using the
above formula, annuity income payments will be fully taxable. If annuity income
payments cease because of the death of the Annuitant and before the total
amount of the investment in the contract is recovered, the unrecovered amount
generally will be allowed as a deduction.
There may be special income tax issues present in situations where the Owner
and the Annuitant are not the same person and are not married to one another
within the meaning of federal law. You should consult a tax advisor in those
situations.
Annuity income payments may be subject to federal income tax withholding
requirements. (See "Federal Income Tax Withholding.")
TAXATION OF PROCEEDS PAYABLE UPON DEATH
Prior to the date annuity payments start, we may distribute amounts from a
Contract because of the death of an Owner or, in certain circumstances, the
death of the Annuitant. Such proceeds are includable in income as follows:
(1) if distributed in a lump sum or under Settlement Option 1 (described
above), they are taxed in the same manner as a surrender, as
described above; or
(2) if distributed under Settlement Options 2, 3, 3A, or 4 (described
above), they are taxed in the same manner as annuity income payments,
as described above.
After the date annuity payments start, if a guaranteed period exists under a
life income settlement option and the payee dies before the end of that period,
payments we make to the Beneficiary for the remainder of that period are
includable in income as follows:
(1) if received in a lump sum, they are included in income to the extent
that they exceed the unrecovered investment in the contract at that
time; or
(2) if distributed in accordance with the existing settlement option
selected, they are fully excluded from income until the remaining
investment in the contract is deemed to be recovered, and all annuity
income payments thereafter are fully includable in income.
Proceeds payable on death may be subject to federal income tax withholding
requirements. (See "Federal Income Tax Withholding.")
The Company may be liable for payment of the generation skipping transfer tax
under certain circumstances. In the event that the Company determines that such
liability exists, an amount necessary to pay the generation skipping transfer
tax may be subtracted from the proceeds.
ASSIGNMENTS, PLEDGES, AND GRATUITOUS TRANSFERS
Other than in the case of Qualified Contracts (which generally cannot be
assigned or pledged), any assignment or pledge of (or agreement to assign or
pledge) any portion of the Fund Value is treated for federal income tax
purposes as a surrender of such amount or portion. The investment in the
contract is increased by the amount includable as income with respect to such
assignment or pledge, though it is not affected by any other aspect of the
assignment or pledge (including its release). If an Owner transfers a Contract
without adequate consideration to a person other than the Owner's spouse (or to
a former spouse incident to divorce), the Owner will be required to include in
income the difference between the "cash surrender value" and the investment in
the contract at the time of transfer. In such case,
13
the transferee's "investment in the contract" will increase to reflect the
increase in the transferor's income. The exceptions for transfers to the
Owner's spouse (or to a former spouse) are limited to individuals that are
treated as spouses under federal law.
PENALTY TAX ON PREMATURE DISTRIBUTIONS
Where we have not issued the Contract in connection with a Qualified Plan,
there generally is a 10% penalty tax on the amount of any payment from the
Contract, E.G., surrenders, partial surrenders, annuity payments, death
proceeds, assignments, pledges and gratuitous transfers, that is includable in
income unless the payment is:
(a) received on or after the Owner reaches age 59 1/2;
(b) attributable to the Owner's becoming disabled (as defined in the tax
law);
(c) made on or after the death of the Owner or, if the Owner is not an
individual, on or after the death of the primary annuitant (as
defined in the tax law);
(d) made as part of a series of substantially equal periodic payments
(not less frequently than annually) for the life (or life expectancy)
of the Owner or the joint lives (or joint life expectancies) of the
Owner and a designated beneficiary (as defined in the tax law); or
(e) made under a Contract purchased with a single Purchase Payment when
the annuity starting date is no later than a year from purchase of
the Contract and substantially equal periodic payments are made, not
less frequently than annually, during the annuity period.
Certain other exceptions to the 10% penalty tax not described herein also may
apply. (Similar rules, discussed below, apply in the case of certain Qualified
Contracts.)
AGGREGATION OF CONTRACTS
In certain circumstances, the IRS may determine the amount of an annuity income
payment or a surrender from a Contract that is includable in income by
combining some or all of the annuity contracts a person owns that were not
issued in connection with Qualified Plans. For example, if a person purchases a
Contract offered by this Prospectus and also purchases at approximately the
same time an immediate annuity issued by the Company (or its affiliates), the
IRS may treat the two contracts as one contract. In addition, if a person
purchases two or more deferred annuity contracts from the same insurance
company (or its affiliates) during any calendar year, all such contracts will
be treated as one contract for purposes of determining whether any payment that
was not received as an annuity (including surrenders prior to the date annuity
payments start) is includable in income. The effects of such aggregation are
not always clear; however, it could affect the amount of a surrender or an
annuity payment that is taxable and the amount which might be subject to the
10% penalty tax described above.
NET INVESTMENT INCOME TAX. Effective for tax years beginning after December 31,
2012, a net investment income tax of 3.8% applies to some types of investment
income including all taxable distributions from non-qualified annuities. This
tax only applies to taxpayers with "modified adjusted gross income" above
$250,000 in the case of married couples filing jointly, $125,000 in the case of
married couples filing separately, and $200,000 for all others. For more
information regarding this tax and whether it may apply to you, please consult
your tax advisor.
LOSS OF INTEREST DEDUCTION WHERE CONTRACT IS HELD BY OR FOR THE BENEFIT OF
CERTAIN NONNATURAL PERSONS
In the case of Contracts issued after June 8, 1997, to a nonnatural taxpayer
(such as a corporation or a trust), or held for the benefit of such an entity,
that entity's general interest deduction under the Code may be limited. More
specifically, a portion of its otherwise deductible interest may not be
deductible by the entity, regardless of whether the interest relates to debt
used to purchase or carry the Contract. However, this interest deduction
disallowance does not affect Contracts where the income on such Contracts is
treated as ordinary income that the Owner received or accrued during the
taxable year. Entities that have purchased the Contract, or entities that will
be Beneficiaries under a Contract, should consult a tax adviser.
QUALIFIED RETIREMENT PLANS
IN GENERAL
The Contracts are also designed for use in connection with certain types of
retirement plans which receive favorable treatment under the Code. Numerous
special tax rules apply to the participants in Qualified Plans and to Contracts
used in connection with Qualified Plans. Therefore, we make no attempt in this
prospectus to provide more than
14
general information about use of the Contract with the various types of
Qualified Plans. State income tax rules applicable to Qualified Plans and
Qualified Contracts often differ from federal income tax rules, and this
prospectus does not describe any of these differences. THOSE WHO INTEND TO USE
THE CONTRACT IN CONNECTION WITH QUALIFIED PLANS SHOULD SEEK COMPETENT ADVICE.
The tax rules applicable to Qualified Plans vary according to the type of plan
and the terms and conditions of the plan itself. For example, for surrenders,
automatic withdrawals, partial surrenders, and annuity income payments under
Qualified Contracts, there may be no "investment in the contract" and the total
amount received may be taxable. Both the amount of the contribution that you
and/or your employer may make, and the tax deduction or exclusion that you
and/or your employer may claim for such contribution, are limited under
Qualified Plans.
In the case of Qualified Contracts, special rules apply to the time at which
distributions must commence and the form in which the distributions must be
paid. For example, the length of any guarantee period may be limited in some
circumstances to satisfy certain minimum distribution requirements under the
Code. Due to the presence of a Market Value Adjustment there may be in some
circumstances uncertainty as to the amount of required minimum distributions.
Furthermore, failure to comply with minimum distribution requirements
applicable to Qualified Plans will result in the imposition of an excise tax.
This excise tax generally equals 50% of the amount by which a minimum required
distribution exceeds the actual distribution from the Qualified Plan. In the
case of Individual Retirement Accounts or Annuities (IRAs), distributions of
minimum amounts (as specified in the tax law) must generally commence by April
1 of the calendar year following the calendar year in which the Owner attains
age 70 1/2. In the case of certain other Qualified Plans, distributions of such
minimum amounts must generally commence by the later of this date or April 1 of
the calendar year following the calendar year in which the employee retires.
The death benefit and the Guaranteed Minimum Income Benefit Rider under your
Contract and certain other benefits that the IRS may characterize as "other
benefits" for purposes of the regulations under Code Section 401(a)(9), may
increase the amount of the minimum required distribution that must be taken
from your Contract.
As described earlier in this prospectus, certain Qualified Contracts issued
under a Code Section 401(k) plan will have a loan provision under which a loan
can be taken using the Contract as collateral for the loan. In general, loans
from Qualified Contracts are taxable distributions unless certain requirements
are satisfied. For example, the loan, by its terms, generally must be repaid
within 5 years, repayments are required at least quarterly and must be
substantially level, and the loan amount is limited to certain dollar amounts
specified by the IRS. These dollar limits take into account other recent loans
you have had under the plan. If these requirements are not satisfied when the
loan is received or while the loan is outstanding, it could result in a taxable
distribution from the Qualified Contract. The plan may also require the loan to
be repaid upon severance from employment. PLEASE CONSULT YOUR PLAN
ADMINISTRATOR AND/OR TAX ADVISER REGARDING THE TREATMENT OF LOANS IN THESE
CIRCUMSTANCES.
There may be a 10% penalty tax on the taxable amount of payments from certain
Qualified Contracts. There are exceptions to this penalty tax which vary
depending on the type of Qualified Plan. In the case of an IRA, exceptions
provide that the penalty tax does not apply to a payment:
(a) received on or after the date the Owner reaches age 59 1/2;
(b) received on or after the Owner's death or because of the Owner's
disability (as defined in the tax law); or
(c) made as part of a series of substantially equal periodic payments
(not less frequently than annually) for the life (or life expectancy)
of the Owner or for the joint lives (or joint life expectancies) of
the Owner and his designated beneficiary (as defined in the tax
law).
These exceptions generally apply to taxable distributions from other Qualified
Plans (although, in the case of plans qualified under section 401, exception
"c" above for substantially equal periodic payments applies only if the Owner
has separated from service). In addition, the penalty tax does not apply to
certain distributions from IRAs which are used for qualified first time home
purchases or for higher education expenses. You must meet special conditions to
be eligible for these two exceptions to the penalty tax. Those wishing to take
a distribution from an IRA for these purposes should consult their tax advisor.
Certain other exceptions to the 10% penalty tax not described herein also may
apply.
Owners, Annuitants, and Beneficiaries are cautioned that the rights of any
person to any benefits under Qualified Plans may be subject to the terms and
conditions of the plans themselves, regardless of the terms and conditions of
the Contract. In addition, the Company shall not be bound by terms and
conditions of Qualified Plans to the extent such terms and conditions
contradict the Contract, unless the Company consents.
15
Following are brief descriptions of various types of Qualified Plans in
connection with which the Company may issue a Contract.
INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an IRA. If you use this Contract in
connection with an IRA, the Owner and Annuitant generally must be the same
individual and generally may not be changed. IRAs are subject to limits on the
amounts that may be contributed and deducted, on the persons who may be
eligible, and on the time when distributions must commence. Also, subject to
the direct rollover and mandatory withholding requirements (discussed below),
you may "roll over" distributions from certain Qualified Plans on a
tax-deferred basis into an IRA. Contracts may also be issued in connection with
a "Simplified Employee Pension" or "SEP IRA" under Section 408(i) of the
Code.
However, you may not use the Contract in connection with a "Coverdell Education
Savings Account" (formerly known as an "Education IRA") under Section 530 of
the Code, or a "Simple IRA" under Section 408(p) of the Code.
ROTH IRAS
Section 408A of the Code permits eligible individuals to contribute to a type
of IRA known as a "Roth IRA." Roth IRAs are generally subject to the same rules
as non-Roth IRAs, but differ in several respects. Among the differences is
that, although contributions to a Roth IRA are not deductible, "qualified
distributions" from a Roth IRA will be excludable from income.
A qualified distribution is a distribution that satisfies two requirements.
First, the distribution must be made in a taxable year that is at least five
years after the first taxable year for which a contribution to any Roth IRA
established for the Owner was made. Second, the distribution must be either (1)
made after the Owner attains the age of 59 1/2; (2) made after the Owner's
death; (3) attributable to the Owner being disabled; or (4) a qualified
first-time homebuyer distribution within the meaning of Section 72(t)(2)(F) of
the Code. In addition, distributions from Roth IRAs need not commence when the
Owner attains age 70 1/2. A Roth IRA may accept a "qualified rollover
contribution" from (1) a non-Roth IRA, (2) a "designated Roth account"
maintained under a Qualified Plan, and (3) certain Qualified Plans of eligible
individuals.
Special rules apply to rollovers to Roth IRAs from Qualified Plans and from
designated Roth accounts under Qualified Plans. You should seek competent
advice before making such a rollover.
IRA TO IRA ROLLOVERS AND TRANSFERS
A rollover contribution is a tax-free movement of amounts from one IRA to
another within 60 days after you receive the distribution. In particular, a
distribution from a non-Roth IRA generally may be rolled over tax-free within
60 days to another non-Roth IRA, and a distribution from a Roth IRA generally
may be rolled over tax-free within 60 days to another Roth IRA. A distribution
from a Roth IRA may not be rolled over (or transferred) tax-free to a non-Roth
IRA.
A rollover from any one of your IRAs (including IRAs you have with another
company) to another IRA is allowed only once within a one-year period. This
limitation applies on an aggregate basis and applies to all types of your IRAs,
meaning that you cannot make an IRA to IRA rollover if you have made such a
rollover involving any of your IRAs in the preceding one-year period. For
example, a rollover between your Roth IRAs would preclude a separate rollover
within the one-year period between your non-Roth IRAs, and vice versa. The
one-year period begins on the date that you receive the IRA distribution, not
the date it is rolled over into another IRA.
If the IRA distribution does not satisfy the rollover rules, it may be (1)
taxable in the year distributed, (2) subject to a 10% tax on early
distributions, and (3) treated as a regular contribution to the recipient IRA,
which could result in an excess contribution subject to an additional tax.
If you inherit an IRA from your spouse, you generally can roll it over into an
IRA established for you, or you can choose to make the inherited IRA your own.
If you inherited an IRA from someone other than your spouse, you cannot roll it
over, make it your own, or allow it to receive rollover contributions.
A rollover from one IRA to another is different from a direct
trustee-to-trustee transfer of your IRA assets from one IRA trustee to another
IRA trustee. A "trustee-to-trustee" transfer is not considered a rollover and
is not subject to the 60-day rollover requirement or the one rollover per year
rule. In addition, a rollover between IRAs is different from direct rollovers
from certain Qualified Plans to non-Roth IRAs and "qualified rollover
contributions" to Roth IRAs, both of which are subject to special rules.
16
PENSION AND PROFIT-SHARING PLANS
Section 401(a) of the Code permits employers to establish various types of
tax-favored retirement plans for employees. The Self-Employed Individuals' Tax
Retirement Act of 1962, as amended, commonly referred to as "H.R. 10" or
"Keogh," permits self-employed individuals also to establish such tax-favored
retirement plans for themselves and their employees. Such retirement plans may
permit the purchase of the Contract in order to provide benefits under the
plans. These types of plans may be subject to rules under Sections 401(a)(11)
and 417 of the Code that provide rights to a spouse or former spouse of a
participant. In such a case, the participant may need the consent of the spouse
or former spouse to change settlement options, to elect an automatic withdrawal
option, or to make a partial or full surrender of the Contract.
DIRECT ROLLOVERS
If your Contract is used in connection with a pension or profit-sharing plan
qualified under Section 401(a) of the Code, or is used with an eligible
deferred compensation plan that has a government sponsor and that is qualified
under Section 457(b) of the Code, any "eligible rollover distribution" from the
Contract will be subject to direct rollover and mandatory withholding
requirements. An eligible rollover distribution generally is any taxable
distribution from a qualified pension plan under Section 401(a) of the Code or
an eligible Section 457(b) deferred compensation plan that has a government
sponsor, excluding certain amounts (such as minimum distributions required
under Section 401(a)(9) of the Code, distributions which are part of a "series
of substantially equal periodic payments" made for life or a specified period
of 10 years or more, or hardship distributions as defined in the tax law).
Under these requirements, federal income tax equal to 20% of the eligible
rollover distribution will be withheld from the amount of the distribution.
Unlike withholding on certain other amounts distributed from the Contract,
discussed below, you cannot elect out of withholding with respect to an
eligible rollover distribution. However, this 20% withholding will not apply
if, instead of receiving the eligible rollover distribution, you elect to have
it directly transferred to certain eligible retirement plans (such as an IRA).
Prior to receiving an eligible rollover distribution, you will receive a notice
(from the plan administrator or the Company) explaining generally the direct
rollover and mandatory withholding requirements and how to avoid the 20%
withholding by electing a direct transfer.
FEDERAL INCOME TAX WITHHOLDING
IN GENERAL
The Company will withhold and remit to the federal government a part of the
taxable portion of each distribution made under a Contract unless the
distributee notifies the Company at or before the time of the distribution that
he or she elects not to have any amounts withheld. In certain circumstances,
the Company may be required to withhold tax. The withholding rates applicable
to the taxable portion of periodic annuity payments (other than eligible
rollover distributions) are the same as the withholding rates generally
applicable to payments of wages. A 10% withholding rate applies to the taxable
portion of non-periodic payments (including surrenders prior to the date
annuity payments start) and conversions of, or rollovers from, non-Roth IRAs
and Qualified Plans to Roth IRAs. Regardless of whether you elect not to have
federal income tax withheld, you are still liable for payment of federal income
tax on the taxable portion of the payment. As discussed above, the withholding
rate applicable to eligible rollover distributions is 20%.
NONRESIDENT ALIENS AND FOREIGN CORPORATIONS
The discussion above provides general information regarding federal withholding
tax consequences to annuity contract owners or beneficiaries that are U.S.
citizens or residents. Owners or beneficiaries that are not U.S. citizens or
residents will generally be subject to U.S. federal withholding tax on taxable
distributions from annuity contracts at a 30% rate, unless a lower treaty rate
applies. Owners or beneficiaries that are not U.S. citizens or residents are
advised to consult with a tax advisor regarding federal tax withholding with
respect to the distributions from a Contract.
FATCA WITHHOLDING
If the payee of a distribution from the Contract is a foreign financial
institution ("FFI") or a non-financial foreign entity ("NFFE") within the
meaning of the Code as amended by the Foreign Account Tax Compliance Act
("FATCA"), the distribution could be subject to U.S. federal withholding tax on
the taxable amount of the distribution at a 30% rate irrespective of the status
of any beneficial owner of the Contract or the distribution. The rules relating
to FATCA are complex, and a tax advisor should be consulted if an FFI or NFFE
is or may be designated as a payee with respect to the Contract.
17
6. INVESTMENTS
Amounts allocated to the Guaranteed Interest Account with Market Value
Adjustment are transferred to the General Account of the Company. Amounts
allocated to the General Account of the Company are subject to the liabilities
arising from the business the Company conducts. This is unlike amounts
allocated to the Subaccounts of the Variable Account A, which are not subject
to the liabilities arising from the business the Company conducts.
The Company has sole investment discretion over the investment of the assets of
the General Account. We will invest these amounts primarily in investment-grade
fixed income securities including: securities issued by the U.S. Government or
its agencies or instrumentalities, which issues may or may not be guaranteed by
the U.S. Government; debt securities that have an investment grade, at the time
of purchase, within the four highest grades assigned by Moody's Investor
Services, Inc., Standard & Poor's Corporation, or any other nationally
recognized rating service; mortgage-backed securities collateralized by real
estate mortgage loans or securities collateralized by other assets, that are
insured or guaranteed by the Federal Home Loan Mortgage Association, the
Federal National Home Mortgage Association, or the Government National Mortgage
Association, or that have an investment grade at the time of purchase within
the four highest grades described above; commercial and agricultural mortgage
loans; other debt instruments; commercial paper; cash or cash equivalents.
Variable Annuity Owners having allocated amounts to a particular Accumulation
Period of the Guaranteed Interest Account with Market Value Adjustment will not
have a direct or indirect interest in these investments, nor will they have a
claim against any particular assets of the Company. The overall investment
performance of the General Account will not increase or decrease their claim
against the Company.
There is no specific formula for establishing Specified Interest Rates. The
Specified Interest Rates declared by the Company for the various Accumulation
Periods will not necessarily correspond to the performance of any group of
assets of the General Account. We will consider certain factors in determining
these rates, such as regulatory and tax environment, sales commissions,
administrative expenses borne by us, and competitive factors. The Company's
management will make the final determination of these rates. However, the
Specified Interest Rate will never be less than 3.50%.
7. CONTRACTS AND THE DISTRIBUTION OF THE GUARANTEED INTEREST ACCOUNT WITH
MARKET VALUE ADJUSTMENT
Interests in the Guaranteed Interest Account with Market Value Adjustment are
only available through certain Contracts issued by the Company. The appropriate
variable annuity prospectus and statement of additional information also
contain information regarding the distribution of the Contracts.
The Contracts are distributed by both AXA Advisors, LLC ("AXA Advisors") and
AXA Distributors, LLC ("AXA Distributors") (together, the "Distributors"). The
Distributors serve as principal underwriters of MONY America Variable Account
A. The offering of the Contracts is intended to be continuous.
AXA Advisors is an affiliate of the Company, and AXA Distributors is an
indirect wholly owned subsidiary of the Company. The Distributors are under the
common control of AXA Financial, Inc. Their principal business address is 525
Washington Boulevard, Jersey City, New Jersey 07310. The Distributors are
registered with the SEC as broker-dealers and are members of the Financial
Industry Regulatory Authority, Inc. ("FINRA"). Both broker-dealers also act as
distributors for the Company's life and annuity products.
The Contracts are sold by financial professionals of AXA Advisors and its
affiliates. The Contracts are also sold by financial professionals of
unaffiliated broker-dealers that have entered into selling agreements with the
Distributors ("Selling broker-dealers").
The Company pays compensation to both Distributors based on contracts sold. The
Company may also make additional payments to the Distributors, and the
Distributors may, in turn, make additional payments to certain Selling
broker-dealers. All payments will be in compliance with all applicable FINRA
rules and other laws and regulations.
Although the Company takes into account all of its distribution and other costs
in establishing the level of fees and charges under its Contracts, none of the
compensation paid to the Distributors or the Selling broker-dealers discussed
in this section of the prospectus are imposed as separate fees or charges under
your Contract. The Company, however, intends to recoup amounts it pays for
distribution and other services through the fees and charges of the Contract
and payments it receives for providing administrative, distribution and other
services to the Portfolios. For information about the fees and charges under
the Contract, see "Summary of the Contract" and "Charges and deductions"
earlier in this prospectus.
COMPENSATION PAID TO THE DISTRIBUTORS The Company pays compensation to the
Distributors based on Purchase Payments made on the Contracts sold through the
Distributors ("contribution-based compensation"). The
18
contribution-based compensation will generally not exceed 6.50% of total
Purchase Payments made under the Contracts, plus, starting in the second
Contract Year, up to 0.25% of the cash value of the Contracts ("asset-based
compensation"). The Distributors, in turn, may pay a portion of the
compensation received from the Company to the Distributors financial
professional and/or the Selling broker-dealer making the sale. This
compensation may be made in the form of a marketing allowance and may be
calculated as a percentage of contributions, a percentage of assets under
management or a flat fee. The compensation paid by the Distributors varies
among financial professionals and among Selling broker-dealers. The
Distributors also pay a portion of the compensation it receives to its
managerial personnel. When a Contract is sold by a Selling broker-dealer, the
Selling broker-dealer, not the Distributors, determines the amount and type of
compensation paid to the Selling broker-dealer's financial professional for the
sale of the Contract. Therefore, you should contact your financial professional
for information about the compensation he or she receives and any related
incentives, as described below.
AXA Advisors may receive compensation, and, in turn, pay its financial
professionals a portion of such fee, from third party investment advisors to
whom its financial professionals refer customers for professional management of
the assets within their contract.
AXA Advisors also pays its financial professionals and managerial personnel
other types of compensation including service fees, expense allowance payments
and health and retirement benefits. AXA Advisors also pays its financial
professionals, managerial personnel and Selling broker-dealers sales bonuses
(based on selling certain products during specified periods) and persistency
bonuses. AXA Advisors may offer sales incentive programs to financial
professionals and Selling broker-dealers who meet specified production levels
for the sales of both the Company's Contracts and Contracts offered by other
companies. These incentives provide non-cash compensation such as stock options
awards and/or stock appreciation rights, expense-paid trips, expense-paid
education seminars and merchandise.
The Company also pays AXA Distributors compensation to cover its operating
expenses and marketing services under the terms of the Company's distribution
agreements with AXA Distributors.
DIFFERENTIAL COMPENSATION PAID BY AXA ADVISORS. In an effort to promote the
sale of the Company's products, AXA Advisors may pay its financial
professionals and managerial personnel a greater percentage of
contribution-based compensation and/or asset-based compensation for the sale of
the Company's contract than it pays for the sale of a Contract or other
financial product issued by a company other than the Company. AXA Advisors may
pay higher compensation on certain products in a class than others based on a
group or sponsored arrangement, or between older and newer versions or series
of the same contract. This practice is known as providing "differential
compensation." Differential compensation may involve other forms of
compensation to AXA Advisors personnel. Certain components of the compensation
paid to managerial personnel are based on whether the sales involve the
Company's Contracts. Managers earn higher compensation (and credits toward
awards and bonuses) if the financial professionals they manage sell a higher
percentage of the Company's Contracts than products issued by other companies.
Other forms of compensation provided to its financial professionals include
health and retirement benefits, expense reimbursements, marketing allowances
and contribution-based payments, known as "overrides." For tax reasons, AXA
Advisors financial professionals qualify for health and retirement benefits
based solely on their sales of the Company's Contracts and products sponsored
by affiliates.
The fact that AXA Advisors financial professionals receive differential
compensation and additional payments may provide an incentive for those
financial professionals to recommend the Company's Contract over a Contract or
other financial product issued by a company not affiliated with the Company.
However, under applicable rules of FINRA, AXA Advisors financial professionals
may only recommend to you products that they reasonably believe are suitable
for you based on the facts that you have disclosed as to your other security
holdings, financial situation and needs. In making any recommendation,
financial professionals of AXA Advisors may nonetheless face conflicts of
interest because of the differences in compensation from one product category
to another, and because of differences in compensation among products in the
same category. For more information, contact your financial professional.
ADDITIONAL PAYMENTS BY AXA DISTRIBUTORS TO SELLING BROKER-DEALERS. AXA
Distributors may pay, out of its assets, certain Selling broker-dealers and
other financial intermediaries additional compensation in recognition of
services provided or expenses incurred. AXA Distributors may also pay certain
Selling broker-dealers or other financial intermediaries additional
compensation for enhanced marketing opportunities and other services (commonly
referred to as "marketing allowances"). Services for which such payments are
made may include, but are not limited to, the preferred placement of the
Company's products on a company and/or product list; sales personnel training;
product training; business reporting; technological support; due diligence and
related costs; advertising, marketing and related services; conference; and/or
other support services, including some that may benefit the contract owner.
Payments may be based on ongoing sales, on the aggregate account value
attributable to contracts sold through a Selling broker-dealer or such payments
may be a fixed amount. For certain Selling broker-dealers, AXA Distributors
increases the
19
marketing allowance as certain sales thresholds are met. AXA Distributors may
also make fixed payments to Selling broker-dealers, for example in connection
with the initiation of a new relationship or the introduction of a new
product.
Additionally, as an incentive for the financial professionals of Selling
broker-dealers to promote the sale of the Company's products, AXA Distributors
may increase the sales compensation paid to the Selling broker-dealer for a
period of time (commonly referred to as "compensation enhancements"). AXA
Distributors also has entered into agreements with certain Selling
broker-dealers in which the Selling broker-dealer agrees to sell certain AXA
Equitable Life Insurance Company contracts exclusively.
These additional payments may serve as an incentive for Selling broker-dealers
to promote the sale of the Company contracts over contracts and other products
issued by other companies. Not all Selling broker-dealers receive additional
payments, and the payments vary among Selling broker-dealers. The list below
includes the names of Selling broker-dealers that we are aware (as of December
31, 2015) received additional payments. These additional payments ranged from
$1,214.89 to $5,872,700.74. The Company and its affiliates may also have other
business relationships with Selling broker-dealers, which may provide an
incentive for the Selling broker-dealers to promote the sale of the Company's
contracts over contracts and other products issued by other companies. The list
below includes any such Selling broker-dealer. For more information, ask your
financial professional.
1st Global Capital Corporation
Allstate Financial Services, LLC
American Portfolios Financial Services
Ameriprise Financial Services
BBVA Compass Investment Solutions, Inc.
Cambridge Investment Research
Capital Investment Group
CCO Investment Services Corporation
Centaurus Financial, Inc.
Cetera Advisors, LLC
Cetera Advisors Networks, LLC
Cetera Financial Specialists, LLC
Cetera Investment Services, LLC
CFD Investments, Inc.
Citigroup Global Markets, Inc.
Commonwealth Financial Network
CUNA Brokerage Services
Cuso Financial Services, L.P.
Farmer's Financial Solution
First Allied Securities Inc.
First Citizens Investor Services, Inc.
First Tennessee Brokerage Inc.
Founders Financial Securities
Girard Securities, Inc.
H.D. Vest Investment Securities, Inc.
Harbour Investments
Independent Financial Group, LLC
Investacorp, Inc.
Investment Professionals, Inc.
Investors Capital Corporation
Janney Montgomery Scott LLC
JP Turner & Company, LLC
Key Investment Services LLC
Kovack Securities
Legend Equities
Lincoln Financial Advisors Corp.
Lincoln Financial Services Corp
Lincoln Investment Planning
LPL Financial Corporation
Lucia Securities, LLC
Mercap Securities,LLC
Merrill Lynch Life Agency, Inc.
20
MetLife Securities, Inc.
Morgan Stanley Smith Barney
Mutual of Omaha Investment Services, Inc.
National Planning Corporation
Next Financial Group, Inc.
NFP Securities Inc.
PNC Investments
Primerica Financial Services
Questar Capital Corporation
Raymond James Insurance Group
RBC Capital Markets Corporation
Robert W Baird & Company
Santander Securities Corporation
Securities America Inc.
SIGMA Financial Corporation
Signator Financial Services
Signator Investors, Inc.
Southwest Securities, Inc.
Summit Brokerage Services, Inc.
SunTrust Investments
SWS Financial Services
The Advisor Group
TransAmerica Financial Advisors
Triad Advisors
U.S. Bancorp Investments, Inc.
UBS Financial Services, Inc.
Valmark Securities, Inc.
Voya Financial Advisors
VSR Financial Services Inc.
Wells Fargo Wealth Brokerage Insurance Agency
8. MONY LIFE INSURANCE COMPANY OF AMERICA
The Guaranteed Interest Account with Market Value Adjustment is issued by MONY
Life Insurance Company of America (the "Company"), an Arizona stock life
insurance corporation organized in 1969. MONY Life Insurance Company of America
is an indirect wholly owned subsidiary of AXA Financial, Inc., which is an
indirect wholly owned subsidiary of AXA S.A. ("AXA"), a French holding company
for an international group of insurance and related financial services
companies. As the ultimate sole shareholder of the Company, AXA exercises
significant influence over the operations and capital structure of the Company.
No company other than the Company, however, has any legal responsibility to pay
amounts that the Company owes under the Contracts. The Company is solely
responsible for paying all amounts owed to you under your Contract.
AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$573.0 billion in assets as of December 31, 2015. The Company is licensed to
sell life insurance and annuities in forty-nine states (not including New
York), the District of Columbia, and Puerto Rico. Our main administrative
office is located at 525 Washington Blvd., Jersey City, NJ 07310.
On October 1, 2013, the Company entered into a reinsurance transaction with
Protective Life Insurance Company ("Protective"), whereby Protective agreed to
reinsure a substantial portion of the Company's life insurance and annuity
business (the "Reinsured Business"). This policy is included in the Reinsured
Business. Protective reinsures all of the insurance risks of the Reinsured
Business and is responsible for customer service and administration for all
contracts comprising the Reinsured Business. However, the Company remains the
insurer of the policy and the terms, features, and benefits of the policy have
NOT changed as a result of the transaction.
9. LEGAL PROCEEDINGS
MONY Life Insurance Company of America and its affiliates are parties to
various legal proceedings. In our view, none of these proceedings would be
considered material with respect to a Contract owner's interest in his or her
Contract, nor would any of these proceedings be likely to have a material
adverse effect upon our ability to meet our obligations under the contracts or
the distribution of the contracts.
21
10. ADDITIONAL INFORMATION
Rule 12h-7 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") 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 Guaranteed Interest Account with Market Value
Adjustment described in this prospectus fall within the exemption provided
under rule 12h-7. The Company relies on the exemption provided under rule 12h-7
and does not file reports under the Exchange Act.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The financial statements of MONY Life Insurance Company of America at December
31, 2015 and 2014 and for each of the three years in the period ended December
31, 2015 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 Life Insurance Company of America as permitted
by the applicable SEC independence rules. PricewaterhouseCoopers LLP's office
are located at 569 Brookwood Village, Suite 851, Birmingham, Alabama 35209 and
300 Madison Avenue, New York, New York 10017.
22
PART II
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
ESTIMATED
ITEM OF EXPENSE EXPENSE
-------------------------------------------------------------------- ---------
Registration fees................................................... $ 1
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.......................................................... $ 10,000
Accounting fees..................................................... N/A
Audit fees.......................................................... $ 20,000
Engineering fees.................................................... N/A
Directors and officers insurance premium paid by Registrant......... N/A
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The By-Laws of MONY Life Insurance Company of America provide, in Article VI as
follows:
ARTICLE VI
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
SECTION 1. NATURE OF INDEMNITY. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that he or she is or
was or has agreed to become a director or officer of the Corporation, or is or
was serving or has agreed to serve at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, and may indemnify any person who was or is a party or
is threatened to be made a party to such an action, suit or proceeding by
reason of the fact that he or she is or was or has agreed to become an employee
or agent of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her or on his or her behalf in
connection with such action, suit or proceeding and any appeal therefrom, if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding had no reasonable cause to believe his or
her conduct was unlawful; except that in the case of an action or suit by or in
the right of the Corporation to procure a judgment in its favor (1) such
indemnification shall be limited to expenses (including attorneys' fees)
actually and reasonably incurred by such person in the defense or settlement of
such action or suit, and (2) no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the court in which
such action or suit was brought or other court of competent jurisdiction shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of no contest or its equivalent, shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which he or she reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his or her conduct was
unlawful.
SECTION 6. SURVIVAL; PRESERVATION OF OTHER RIGHTS. The foregoing
indemnification provisions shall be deemed to be a contract between the
Corporation and each director, officer, employee and agent who serves in any
such capacity at any time while these provisions as well as the relevant
provisions of Title 10, Arizona Revised Statutes are in effect and any repeal
or modification thereof shall not affect any right or obligation then existing
with respect to any state of facts then or previously existing or any action,
suit or proceeding previously or thereafter brought or threatened based
1
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 (File No.
333-177419) filed on October 20, 2011.
(b) Broker-Dealer Distribution and Servicing Agreement dated June 6,
2005 by and between MONY Life Insurance Company of America and
AXA Advisors, LLC, is incorporated herein by reference to the
Registration Statement on Form S-1 (File No. 333-180068) filed on
March 13, 2012.
(c) General Agent Sales Agreement dated June 6, 2005 by and between
MONY Life Insurance Company of America and AXA Network, LLC,
incorporated herein by reference to the 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 Post-Effective Amendment No. 12 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,
incorporated herein by reference to the 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. 7 to the Registration Statement
on Form N-4 (File No. 333-72632) filed on April 22, 2005.
(4) Form of contract.
(a) Proposed form of flexible payment variable annuity contract,
incorporated herein by reference to the Registration Statement on
Form N-4 (File No. 333-59717) filed on July 23, 1998.
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(b) Proposed form of flexible payment variable annuity contract,
incorporated herein by reference to Pre-Effective Amendment No. 1
to the Registration Statement on Form N-4 (File No. 333-72632)
filed on January 9, 2002.
(5) Opinion and consent of counsel regarding legality
(a) Opinion and consent of Shane Daly as to the legality of
securities being registered, to be filed with the Pre-Effective
Amendment.
(8) Opinion and consent of Robert Levy as to tax matters, incorporated
herein by reference to Post-Effective Amendment No. 1 to Form S-1 on
Form S-2 (File No. 333-105089) filed on August 4, 2004.
(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 Annual Report on Form 10-K (File No. 333-65423)
filed on March 31, 2005.
(c) Broker-Dealer and General Agent Servicing Agreement for In-Force
MLOA Products dated October 1, 2013, between MONY Life Insurance
Company of America, AXA Advisors, LLC and AXA Network, LLC
incorporated herein by reference to Post-Effective Amendment No.
24 to the Registration Statement on Form S-6 (333-56969) filed on
April 25, 2014.
(d) Wholesale Level Servicing Agreement for In-Force MLOA Products
dated October 1, 2013, between MONY Life Insurance Company of
America and AXA Distributors, LLC, incorporated herein by
reference to Post-Effective Amendment No. 24 to the Registration
Statement on Form S-6 (333-56969) filed on April 25, 2014.
(e) Reinsurance Agreement by and among MONY Life Insurance Company of
America and Protective Life Insurance Company, dated October 1,
2013, incorporated herein by reference to Post-Effective
Amendment No. 24 to the Registration Statement on Form S-6
(333-56969) filed on April 25, 2014.
(11) Not Applicable.
(12) Not Applicable.
(15) Not Applicable.
(16) Not Applicable.
(21) Not Applicable.
(23) Consents of Experts and Counsel.
(a) Consent of Pricewaterhouse Coopers, LLP filed herewith.
(b) See Item (5) above.
(24) Powers of Attorney.
(a) Powers of Attorney, filed herewith.
(25) Not Applicable.
(26) Not Applicable.
101.INS. XBRL Instance Document, filed herewith.
101.SCH. XBRL Taxonomy Extension Schema Document, filed herewith.
101.CAL. XRL Taxonomy Extension Calculation Linkbase Document, filed
herewith.
101.LAB. XBRL Taxonomy Label Linkbase Document, filed herewith.
101.PRE. XBRL Taxonomy Extension Presentation Linkbase Document, filed
herewith.
101.DEF. XBRL Taxonomy Extension Definition Linkbase Document, filed
herewith.
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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.
(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
4
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
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Depositor has caused this Amendment to the Registration Statement to
be signed on its behalf, by the undersigned, duly authorized, in the City and
State of New York, on the 18th day of March, 2016.
MONY Life Insurance Company of America
(Registrant)
By: /s/ Shane Daly
----------------------------------------------------------------
SHANE DALY
VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL
MONY Life Insurance Company of America
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Amendment to the Registration Statement has been
signed by the following persons in the capacities and on the date indicated:
PRINCIPAL EXECUTIVE OFFICER:
* Chairman of the Board, Chief Executive Officer,
Mark Pearson Director and President
PRINCIPAL FINANCIAL OFFICER:
* Senior Executive Vice President and Chief Financial
Anders B. Malmstrom Officer
PRINCIPAL ACCOUNTING OFFICER:
* Executive Vice President and Chief Accounting Officer
Andrea M. Nitzan
DIRECTORS:
Mark Pearson Peter S. Kraus Lorie A. Slutsky
Denis Duverne Ramon de Oliveira Richard C. Vaughan
Barbara Fallon-Walsh Bertram L. Scott Henri de Castries
Danny L. Hale Anthony J. Hamilton
*BY: /S/ SHANE DALY
Shane Daly
ATTORNEY-IN-FACT
March 18, 2016
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION TAG VALUE
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(24)(a) Powers of Attorney Ex-99.24a
