-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q4Y1/1p3aL6fkelbLs0cXVZLkxL0pZpsqhZTiRi0VsZ7HOgBGRVIz+Tkh2dx44g5 LpkZUDUSCw4GW982eejHXA== 0001193125-04-020895.txt : 20040212 0001193125-04-020895.hdr.sgml : 20040212 20040212121539 ACCESSION NUMBER: 0001193125-04-020895 CONFORMED SUBMISSION TYPE: S-2 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20040212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONY LIFE INSURANCE COMPANY OF AMERICA CENTRAL INDEX KEY: 0000835357 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-112740 FILM NUMBER: 04589266 BUSINESS ADDRESS: STREET 1: 1740 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10017 MAIL ADDRESS: STREET 1: 1740 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 S-2 1 ds2.txt MONY LIFE INSURANCE COMPANY OF AMERICA As filed with the Securities and Exchange Commission on February 12, 2004 Registration No. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM S-2 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) 86-0222062 (I.R.S. Employer Identification Number) 1740 Broadway, New York, New York 10019 (Principal Executive Offices of Registrant) (Zip Code) David S. Waldman, Esq. Vice President-Chief Operations Counsel MONY LIFE INSURANCE COMPANY 1740 Broadway, New York, New York 10019 Telephone: (212) 708-2000 (Name, Address, Zip Code, Telephone Number of Agent for Service) ----------------- APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: February 20, 2004 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 the Registrant elects to deliver its latest Annual Report to security holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1) of this Form, check the following box [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) of 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. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] ----------------- CALCULATION OF REGISTRATION FEE
Amount Proposed Proposed Title of Each Class of to be Maximum Offering Maximum Aggregate Amount of Security to be Registered Registered Price Per Unit Offering Price Registration - ------------------------------------------------------------------------------------------------------ Interests in Guaranteed Interest Account $200,000,000* ** ** $25,340 with Market Value Adjustment
* Estimated solely for the purpose of determining the registration statement fee. ** The proposed maximum offering price per unit and proposed maximum aggregate offering price are not applicable since these securities are not issued in specified units. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ Prospectus Dated February 20, 2004 Guaranteed Interest Account with Market Value Adjustment under Flexible Payment Variable Annuity Contracts Issued By MONY Life Insurance Company of America MONY Life Insurance Company of America 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. 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. 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 contract carefully for more complete details of the contract. The Securities and Exchange Commission has not approved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. This prospectus comes with prospectuses for the variable annuity contract. You should read this prospectus, the variable annuity contract prospectus, and the prospectuses for the applicable underlying funds carefully and keep them for future reference. MONY Life Insurance Company of America 1740 Broadway New York, New York 10019 1-800-487-6669 Table of Contents
Page ---- Definitions....................................................................... ii SUMMARY........................................................................... 1 RISK FACTORS...................................................................... 2 DESCRIPTION OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT...................................................................... 3 1. General..................................................................... 3 2. Allocations to the Guaranteed Interest Account with Market Value Adjustment. 4 3. The Specified Interest Rate and the Accumulation Periods.................... 4 A. Specified Interest Rates................................................ 4 B. Accumulation Periods.................................................... 5 4. End of Accumulation Periods................................................. 5 5. The Market Value Adjustment ("MVA")......................................... 6 A. General Information Regarding the MVA................................... 6 B. The MVA Factor.......................................................... 7 6. Contract Charges............................................................ 7 FEDERAL TAX STATUS................................................................ 8 INVESTMENTS....................................................................... 10 CONTRACTS AND THE DISTRIBUTION (MARKETING) OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT............................................ 10 LEGAL OPINION..................................................................... 11 EXPERTS........................................................................... 11 AVAILABLE INFORMATION............................................................. 11 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................... 11
i Definitions Annuitant The person whose continuation of life any annuity payment depends. Annuity Starting Date Attainment of age 95, or at the discretion of the Owner of the Contract, a date that is at least ten years from the Effective Date of the Contract. Business Day Each day that the New York Stock Exchange is open for regular trading. Cash Value The Contract's Fund Value, (1) minus any applicable Surrender Charge, (2) minus any applicable Enhanced Purchase Payment recapture amount as defined in the prospectus, (3) minus any applicable Annual Contract Charge as stated in the prospectus, (4) minus any applicable premium taxes, (5) minus any outstanding loan, and (6) plus or minus any applicable market value adjustment. Company MONY Life Insurance Company of America, the issuer of the Contract. Contract Individual Flexible Payment Variable Annuity Contract DCA+ Account Also called Dollar Cost Averaging Plus Account. An account whereby fixed dollar amounts of an investment are purchased at regular intervals. 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, the DCA+ Account, and the Loan Account of the Contract. Guaranteed Interest An account which is part of the Company's general Account account. Loan Available under a Contract issued under Internal Revenue Code Section 401(k); 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 Internal Revenue Service, not to exceed 50% of the Fund Value. Loan Account A part of the Company's General Account where Fund Value is held as collateral for a loan. An Owner may transfer Fund Value in the Subaccounts, DCA+ Account, and/or Guaranteed Interest Account with Market Value Adjustment to the Loan Account. Owner The person so designated in the application to whom all rights, benefits, options, and privileges apply while the Annuitant is living. A collateral assignee is not an Owner. Purchase Payment An amount paid to the Company by the Owner or on the Owner's behalf as consideration for the benefits provided by the Contract. Subaccounts A division of MONY America Variable Account A. Surrender Charge A deferred sales load, expressed as a percentage of Fund Value surrendered. ii SUMMARY This summary provides you with a brief overview of the more important aspects of your variable annuity 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 your variable annuity contract. This summary and the entire prospectus will describe only the Guaranteed Interest Account with Market Value Adjustment. Other parts of your variable annuity contract are described in that contract and in the prospectus for that Contract. Before purchasing the variable contract and allocating your purchase payments to the Guaranteed Interest Account with Market Value Adjustment, we urge you to read both prospectuses carefully. Purpose of the Guaranteed Interest Account with Market Value Adjustment The Guaranteed Interest Account with Market Value Adjustment is designed to provide you with an opportunity to receive a guaranteed fixed rate of interest. You can choose the period of time over which the guaranteed fixed rate of interest will be paid. That period of time is known as the Accumulation Period. The Guaranteed Interest Account with Market Value Adjustment is also designed to provide you with the opportunity to transfer part or all of the Guaranteed Interest Account with Market Value Adjustment to the subaccounts available to you under the variable annuity 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, a Market Value Adjustment ("MVA") may occur. This amount 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 United States Government or any state or local government. You may allocate 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 at the time you purchase the Contract. You may also ask us to transfer Fund Values from the subaccounts available under the Contract to one or more of the Accumulation Periods. There is no minimum amount required for allocation or transfer to an Accumulation Period. (See "Allocations to the Guaranteed Interest Account".) Each Accumulation Period will end on the day preceding the third, fifth, seventh or tenth anniversary of the allocation to the Accumulation Period (as applicable) occurs. For example, if an allocation to a 7-year Accumulation Period is made on March 15, 2004, the end of the Accumulation Period will be March 14, 2011. (See "Specified Interest Rates and Accumulation Periods".) Crediting of Interest The Company will credit amounts allocated to an Accumulation Period with interest at a rate not less than 1.00%. 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 Accumulation Periods".) 1 At least 15 days and at most 45 days prior to the end of an Accumulation Period, Owners having Fund Values allocated to such Accumulation Periods will be notified of the impending end of the Accumulation Period. Owners will then have the option of directing the surrender or transfer of the Fund Value in the Guaranteed Interest Account with Market Value Adjustment (within 30 days after the end of the Accumulation Period) without application of any MVA. The Specified Interest Rate will be credited to amounts allocated to an Accumulation Period, so long as such allocations are neither surrendered nor transferred prior to the end of the Accumulation Period. The Specified Interest Rate is credited daily, providing an annual effective yield. (See "Specified Interest Rates and Accumulation Periods".) If the Enhanced Purchase Payment Rider is chosen, then the Specified Interest Rate for amounts allocated to any Accumulation Period will be reduced by an amount equal to 0.45% annually (Maximum Annual Guaranteed Charge of 0.55%) for the time period during which the charge for that rider is in effect. However, the Specified Interest Rate will never be less than an amount equal to 1.00% annually. The Market Value Adjustment Amounts that are surrendered or transferred from an Accumulation Period more than 30 days after the end of the Accumulation Period, will be subject to an MVA. The MVA is determined through the use of a factor, which is known as the "MVA Factor". This factor is discussed in detail in the section entitled "The Market Value Adjustment -- The MVA Factor". The MVA could cause an increase or decrease in the Fund Value. 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. Special Note Regarding Forward-Looking Statements This prospectus contains forward-looking statements that involve risks and uncertainties. Discussions containing such forward-looking statements may be found in the material set forth under "Summary", "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business". Actual events or results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under "Risk Factors" as well as those discussed in the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" and in the other sections of this Prospectus. RISK FACTORS 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. 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, 2 (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 (changes 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. DESCRIPTION OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT 1. General The Guaranteed Interest Account with Market Value Adjustment is an allocation option available under certain variable annuity contracts issued by the Company. Not all of the variable annuity contracts issued by the Company offer the Guaranteed Interest Account with Market Value Adjustment, nor is the Guaranteed Interest Account with Market Value Adjustment available in every state jurisdiction. The variable annuity contract that offers the Guaranteed Interest Account with Market Value Adjustment clearly discloses whether the Guaranteed Interest Account with Market Value Adjustment is available as an allocation choice to the Owner. If the Guaranteed Interest Account with Market Value Adjustment is available under a variable annuity issued by the Company, the prospectus for the variable annuity contract and this prospectus must be read carefully together in the same manner that prospectuses for underlying mutual funds must be read with the prospectus for the contracts. The guarantees associated with the Guaranteed Interest Account with Market Value Adjustment are borne exclusively by the Company. The guarantees associated with the Guaranteed Interest Account with Market Value Adjustment are legal obligations of the Company. Fund Values allocated to the Guaranteed Interest Account with Market Value Adjustment are held in the "General Account" of the Company. Amounts allocated to the General Account of the Company are subject to the liabilities arising from the business the Company conducts. The Company has sole investment discretion over the investment of the assets of its General Account. Owners having allocated amounts to a particular Accumulation Period of the Guaranteed Interest Account with Market Value Adjustment, however, will have no claim against any particular assets of the Company. The Guaranteed Interest Account with Market Value Adjustment provides for a Specified Interest Rate, to 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 end 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. Please note, however, that an Accumulation Period will end on the day before the anniversary date of the Accumulation Period. 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 before the end of that 3 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 an MVA, as described below. 2. 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. However, the Company reserves the right to limit the Fund Value in the Guaranteed Interest Account with Market Value Adjustment to 10% of the total Fund Value held under the Contract. 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 any one or more Contracts 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. 3. Specified Interest Rates and the Accumulation Periods A. 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 end of the Accumulation Period. Different Specified Interest Rates may be established for the four different Accumulation Periods which are currently available: 3, 5, 7, and 10 years. The Company declares Specified Interest Rates for each of the available Accumulation Periods from time to time. Normally, new Specified Interest Rates will be declared monthly; however, depending on interest rate fluctuations, declarations of new Specified Interest Rates may occur more or less frequently. The Company observes no specific method in the establishment of the Specified Interest Rates, but generally will attempt to declare Specified Interest Rates which are related to interest rates associated with fixed-income investments available at the time and having durations and cash flow attributes compatible with the Accumulation Periods then available for the Guaranteed Interest Account with Market Value Adjustment. In addition, the 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 1.00%. 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 4 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 MONY Securities Corp. or by calling the following toll free telephone number: 1-800-487-6669. 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 or transferred from that Accumulation Period for any reason prior to the end of 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, an MVA will be applied to the amount surrendered or transferred. If the Enhanced Purchase Payment Rider is chosen, then the Specified Interest Rate for amounts allocated to any Accumulation Period will be reduced by 0.45% annually for the time period during which the charge for this rider is in effect. However, the Specified Interest Rate will never be less than 1.00%. B. 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 the day before the anniversary date of the Accumulation Period. For example, if an allocation is made to a 10-year Accumulation Period on August 10, 2004 and the funds for a new Purchase Payment are received on that day, the Specified Interest Rate for that Accumulation Period will be credited beginning on that day until August 9, 2014. 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. 4. 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 end of the Accumulation Period. The notice will include the projected Fund Value held in the Accumulation Period at the end of the Accumulation Period and will specify the various options Owners may exercise with respect to the Accumulation Period: (1) Within the thirty-day period after the end of the Accumulation Period, the Owner may wholly or partially surrender the Fund Value held in that Accumulation Period without an MVA; however, surrender charges under the variable annuity Contract, if applicable, will be assessed. (2) Within the thirty-day period after the end of the Accumulation Period, the Owner may wholly or partially transfer the Fund Value held in that Accumulation Period, without an MVA, 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 after the end of the Accumulation Period, the entire Fund Value held in that Accumulation Period will be allocated to an Accumulation Period of the same number of years as the Accumulation Period which ended. 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 ending Accumulation Period will be automatically allocated to the next shorter Accumulation Period. The start of the new Accumulation Period will be the day after the end of the previous Accumulation Period. If the Company does not offer a shorter Accumulation Period or does not 5 offer any Accumulation Periods, the Fund Value in the maturing Accumulation Period will be transferred to the money market subaccount offered in the variable annuity contract. A confirmation will be sent immediately after the automatic transfer is executed. 5. The Market Value Adjustment ("MVA") A. 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) of all or a portion of Fund Value in the Guaranteed Interest Account with Market Value Adjustment will, in most circumstances, be subject to an MVA. Such surrender or transfer, however, will not be subject to an MVA, if for a particular Accumulation Period, the surrender or transfer is (i) received at the Company's administrative office within 30 days after the end of that Accumulation Period, or (ii) is within the free partial surrender amount available under the contract. In addition, the Company will not assess an MVA on: . full surrenders made during the right to return contract period; . full and partial surrenders made after the tenth Contract year if the proceeds are used to provide annuity payments; . full and partial surrenders after the third Contract year if the proceeds are used to provide annuity payments payable over the lifetime of a single payee or joint payees; and . partial surrenders being made with respect to a required minimum distribution in accordance with the Internal Revenue Code of 1986, as amended. An MVA is determined by multiplying the amount of the transfer or surrender that is subject to an MVA by the MVA factor (described below). The MVA 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 at the time of a surrender, loan or transfer are higher 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, loan or transfer; therefore, application of the MVA under such circumstances will decrease the amount of the surrender, loan or transfer. 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, loan, or transfer; therefore, application of the MVA under such circumstances will increase the amount of the surrender, loan or transfer. 6 The factor by which the Company measures the relationship between prevailing interest rates and the Specified Interest Rates it declares is referred to as the MVA Factor. The MVA Factor is described more fully below. B. 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 or transfer is to be taken; b = the Specified Interest Rate in effect at the time a surrender or transfer is requested for an Accumulation Period equal to 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.
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 either be greater, less than or equal to 0 and will be multiplied by the Fund Value in the Guaranteed Interest Account with Market Value Adjustment or that portion of the Fund Value in the Guaranteed Interest Account with Market Value Adjustment being surrendered or transferred. If the result is greater than 0, a gain will be realized by the Owner; if less than 0, the Owner will realize a loss. If the MVA Factor is exactly 0, no gain or loss will be realized. 6. 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 before the end of any particular Accumulation Period elected by the Owner, the amount surrendered will be subject to an MVA 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 variable annuity 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 of the Variable Account. 7 FEDERAL TAX STATUS Introduction The Contract described in this prospectus is designed for use by retirement plans that may or may not qualify for favorable tax treatment under Sections 401, 408, 408A and 457(b) of the Code ("Qualified Plans"). The ultimate effect of federal income taxes on . the value of the Contract's Fund Value, . annuity payments, . death benefit, and . economic benefit to the Owner, Annuitant, and the Beneficiary may depend upon . the type of retirement plan for which the Contract is purchased, and . the tax and employment status of the individual concerned. The following discussion of the treatment of the Contract and of the Company under the federal income tax laws is general in nature. The discussion is based on the Company's understanding of current federal income tax laws, and is not intended as tax advice. Any person considering the purchase of a Contract should consult a qualified tax adviser. A more detailed description of the treatment of the Contract under federal income tax laws is contained in the Statement of Additional Information. The Company does not make any guarantee regarding any tax status, federal, state, or local, of any Contract or any transaction involving the Contract. Tax Treatment of the Company Under existing federal income tax laws, the income of the Guaranteed Interest Account with Market Value Adjustment, to the extent it exceeds amounts applied to increase reserves under the Contract, excess interest credited to the Contract and the Account's allocable share of ordinary and necessary business expenses and other business deductions, is taxable. Taxation of Annuities in General The Contract offered by this prospectus is designed for use in connection with Qualified Plans or Non-Qualified Plans. All or a portion of the contributions to such plans will be used to make Purchase Payments under the Contract. In general, contributions to Qualified Plans and income earned on contributions to all plans are tax-deferred until distributed to plan participants or their beneficiaries. Such tax deferral is not, however, available for Non-Qualified Plans if the Owner is other than a natural person unless the contract is held as an agent for a natural person. Annuity payments made as retirement distributions under a Contract are generally taxable to the annuitant as ordinary income except to the extent of . Participant after-tax contributions (in the case of Qualified Plans), or . Owner contributions (in the case of Non-Qualified Plans). Owners, Annuitants, and Beneficiaries should seek advice from their own tax consultants about the tax consequences of distributions, withdrawals, and payments under the retirement plans in connection with which the Contract is purchased. The Company will withhold and remit to the United States Government and, where applicable to state and local governments, part of the taxable portion of each distribution made under a Contract unless the Owner or Annuitant (1) provides his or her taxpayer identification number to the Company, and 8 (2) notifies the Company that he or she chooses not to have amounts withheld. Federal tax law imposes requirements for determining the amount includable in gross income with respect to amounts not received as an annuity. Amounts include, but are not limited to, distributions, transfers, including gratuitous transfers, and pledges of the Contract. Amounts from all annuity contracts issued during any calendar year by the same company or an affiliate (other than those issued to qualified retirement plans) in the same or earlier year will be treated as distributed from one annuity contract. The IRS is given power to prescribe additional rules to prevent avoidance of this rule through serial purchases of contracts or otherwise. Distributions of plan benefits from qualified retirement plans, other than individual retirement arrangements ("IRAs"), generally will be subject to mandatory federal income tax withholding unless they either are: (1) Part of a series of substantially equal periodic payments (at least annually) for (a) the participant's life or life expectancy, (b) the joint lives or life expectancies of the participant and his/her beneficiary, (c) or a period certain of not less than 10 years; (2) Required by the Code upon the participant's attainment of age 701/2 or death; or (3) Qualifying hardship distributions. Such withholding can apply even if the distribution is rolled over into another qualified plan, including an IRA. The withholding can be avoided if the participant's interest in the plan is directly transferred by the old plan to another eligible qualified plan, including an IRA. A direct transfer to the new plan can be made only in accordance with the terms of the old plan. If withholding is not avoided, the amount withheld may be subject to income tax and penalty tax. Under the generation skipping transfer tax, the Company may be liable for payment of this tax under certain circumstances. In the event that the Company determines that such liability exists, an amount necessary to pay the generation skipping transfer tax may be subtracted from the death benefit proceeds. Retirement Plans The Contract described in this Prospectus currently is designed for use with the following types of retirement plans: (1) Pension and Profit Sharing Plans established by business employers and certain associations, as permitted by Sections 401(a) and 401(k) of the Code, including those purchasers who would have been covered under the rules governing H.R. 10 (Keogh) Plans; (2) Individual Retirement Annuities permitted by Section 408(b) of the Code, including Simplified Employee Pensions established by employers pursuant to Section 408(k); (3) Roth IRAs permitted by Section 408A of the Code; (4) Deferred compensation plans provided by certain governmental entities and tax-exempt organizations under Section 457; and (5) Non-Qualified Plans. The tax rules applicable to participants in such retirement plans vary according to the type of plan and its terms and conditions. Therefore, no attempt is made here to provide more than general information about the use of the Contract with the various types of retirement plans. Participants in such plans as well as Owners, Annuitants, and Beneficiaries are cautioned that the rights of any person to any benefits under these plans are 9 subject to the terms and conditions of the plans themselves, regardless of the terms and conditions of the Contract. The Company will provide purchasers of Contracts used in connection with Individual Retirement Annuities with such supplementary information as may be required by the Internal Revenue Service or other appropriate agency. Any person contemplating the purchase of a Contract should consult a qualified tax adviser. 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; and 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 other 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 1.00%. CONTRACTS AND THE DISTRIBUTION (MARKETING) OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT MONY Securities Corporation ("MSC"), a New York corporation organized on September 26, 1969 and a wholly-owned subsidiary of MONY Life Insurance Company, will act as the principal underwriter of the Contracts. MSC is a registered broker-dealer under the Securities Exchange Act of 1934 and is a member of the National Association of Securities Dealers ("NASD"). The Contracts are sold by individuals who are registered representatives of MSC and who are licensed as life insurance agents for the Company. The Contracts also may be sold through other broker-dealers that are members of the NASD authorized by MSC and applicable law to do so. After issue of the Contracts, broker-dealers will earn a commission. Commissions are based on a percentage of purchase payments paid and total assets in the Contract. In general, up-front compensation paid to broker-dealers will not exceed 6.50%. Interests in the Guaranteed Interest Account with Market Value Adjustment are only available through Contracts issued by the Company. 10 The appropriate variable annuity prospectus and statement of additional information should be consulted for additional information regarding the distribution of the Contracts. LEGAL OPINION David S. Waldman, Vice President-Chief Operations Counsel of MONY Life Insurance Company, has passed on matters in connection with federal laws and regulations affecting the issue and sale of interests in the Guaranteed Interest Account with Market Value Adjustment described in this prospectus and the organization of the Company, its authority to issue such Contracts under Arizona law, and the validity of the forms of such Contracts under Arizona law. Robert Levy, Vice President-Chief Tax Counsel of MONY Life Insurance Company has passed on matters in connection with federal tax laws affecting the issue and sale of interests in the Guaranteed Interest Account with Market Value Adjustment described in this prospectus. EXPERTS We have incorporated by reference into the Registration Statement of which this prospectus is a part and/or into this prospectus the financial statements of MONY Life Insurance Company of America as of December 31, 2002 and 2001, and for each of the years in the three-year period ended December 31, 2002, which have been audited by PricewaterhouseCoopers LLP, independent certified public accountants, as set forth in their report thereon appearing in the Company's annual report on Form 10-K for the year ended December 31, 2002. Such financial statements are included and incorporated herein by reference, based upon the authority of said firms as experts in accounting and auditing. AVAILABLE INFORMATION The Company files reports and other information with the Securities and Exchange Commission ("SEC"), as required by law. You may read and copy this information at the SEC's public reference facilities at Room 1024, 450 Fifth Street, NW, Washington, DC 20549, or by accessing the SEC's website at http://www.sec.gov. Under the Securities Act of 1933, the Company has filed with the SEC a registration statement relating to the Guaranteed Interest Account with Market Value Adjustment (the "Registration Statement"). This prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement. Please see the Registration Statement for additional information concerning the Guaranteed Interest Account with Market Value Adjustment. A copy of the Company's annual report on Form 10-K for the year ended December 31, 2002 and a copy of the Company's quarterly report for the period ended September 30, 2003 on Form 10-Q accompanies this prospectus. Please refer to Form 10-K and Form 10-Q for a description of the Company and its business, including financial statements. The Company intends to send owners account statements and other such legally-required reports. The Company does not anticipate such reports will include periodic financial statements or information concerning the Company. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company has incorporated by reference the Company's latest annual report on Form 10-K dated December 31, 2002, filed with the SEC on March 28, 2003 (accession number 0000950109-03-001839) and quarterly report for the period ended September 30, 2003 on Form 10-Q as filed with the SEC on November 14, 2003 (accession number 0001193125-03-081398) and in accordance with the Securities Exchange Act of 1934. The annual report and quarterly report must accompany this prospectus. Form 10-K contains additional information about the Company, including certified financial statements for the latest fiscal year. Form 10-Q includes unaudited updates of those financial statements through the quarterly period ended September 30, 2003. 11 PART II Item 14. Other Expenses of Issuance and Distribution
Estimated Item of Expense Expense --------------- --------- Registration fees............................... $ 25,340 Federal taxes................................... N/A State taxes and fees (based on 50 state average) $440,000* Trustees' fees.................................. N/A Transfer agents' fees........................... N/A Printing, filing fees........................... $ 20,000* Legal fees...................................... $ 25,000* Accounting fees................................. $ 1,500* Audit fees...................................... $ 1,500* Engineering fees................................ N/A D&O premium by Registrant....................... $ 27,934
- ---------- * Estimated expense. Item 15. Indemnification of Directors and Officers The By-Laws of MONY Life Insurance Company of America provide, in Article VI as follows: SECTION 1. The Corporation shall indemnify any existing or former director, officer, employee or agent of the Corporation against all expenses incurred by them and each of them which may arise or be incurred, rendered or levied in any legal action brought or threatened against any of them for or on account of any action or omission alleged to have been committed while acting within the scope of employment as director, officer, employee or agent of the Corporation, whether or not any action is or has been filed against them and whether or not any settlement or compromise is approved by a court, all subject and pursuant to the provisions of the Articles of Incorporation of this Corporation. SECTION 2. The indemnification provided in this By-Law shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding 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. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification for such liabilities (other than the payment by the Registrant of expense 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. Item 16. Exhibits (1) Underwriting Agreement among MONY Series Fund, Inc., MONY Securities Corp. and MONY Life Insurance Company of America dated November 1, 1990. (11) (2) Not applicable. II-1 (4) Instruments defining rights of security holders, including indentures. (a) Form of flexible payment variable annuity contract. (11) (b) Form of riders to flexible payment variable annuity contract. (11) . Guaranteed Minimum Income Benefit Rider with 5% Annual Interest . Guaranteed Minimum Income Benefit Rider with Annual Recalculation . Guaranteed Minimum Death Benefit Rider with Annual Recalculation . Guaranteed Minimum Death Benefit Rider with 5% Annual Interest . Enhanced Purchase Payment Rider . Nursing Home-Terminal Illness-Disability Waiver Rider . Earnings Increase Death Benefit Rider . Loan Provision for 401(k) Plans (5) Opinion and Consent of David S. Waldman, Vice President-Chief Operations Counsel, MONY Life Insurance Company, as to the legality of the securities being registered. (11) (8) Opinion and Consent of Robert Levy, Vice President-Chief Tax Counsel, MONY Life Insurance Company, as to the legal matters relating to federal income tax laws. (11) (10) Material contracts. (a) Participation Agreement among The Alger American Fund, MONY Life Insurance Company of America and Fred Alger & Company, Incorporated (2) (i) Form of Amendment dated May 1, 2003. (10) (b) Participation Agreement among Enterprise Accumulation Trust, MONY Life Insurance Company of America and MONY Life Insurance Company (1) (c) Participation Agreement among INVESCO Variable Investment Funds, Inc., MONY Life Insurance Company of America, INVESCO Funds Group, Inc. and INVESCO Distributors, Inc. (2) (i) Form of Amendment dated September 1, 2003. (10) (d) Participation Agreement between Janus Aspen Series Fund, Inc. and MONY Life Insurance Company of America (2) (i) Form of Amendment dated September 1, 2003. (10) (e) Participation Agreement among Lord Abbett Series Fund, Inc., Lord Abbett Distributor LLC and MONY Life Insurance Company of America (2) (f) Participation Agreement among MFS Variable Insurance Trust, MONY Life Insurance Company of America and Massachusetts Financial Services Co. (2) (i) Form of Amendment dated September 1, 2003. (10) (g) Participation Agreement between PBHG Insurance Series Fund and MONY Life Insurance Company of America (4) (i) Form of Amendment dated November 1, 2003. (10) (h) Participation Agreement among PIMCO Variable Insurance Trust, MONY Life Insurance Company of America and PIMCO Funds Distributors LLC (2) (i) Participation Agreement among Morgan Stanley Dean Witter Universal Funds, Inc., Morgan Stanley Dean Witter Investment Management, Inc., Miller Anderson & Sherrerd LLP and MONY Life Insurance Company of America (2) II-2 (i) Form of Amendment dated September 1, 2003. (10) (j) Participation Agreement among AIM Variable Insurance Funds, AIM Distributors, Inc., MONY Life Insurance Company of America and MONY Securities Corporation. (5) (i) Form of Amendment dated April 30, 2003. (10) (k) Participation Agreement among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc., MONY Life Insurance Company, MONY Life Insurance Company of America and MONY Securities Corporation. (5) (i) Form of Amendment dated May 1, 2003. (10) (l) Participation Agreement among Oppenheimer Variable Account Funds, Oppenheimer, Inc., MONY Life Insurance Company of America. (5) (i) Form of Amendment dated May 1, 2003. (10) (m) Form of participation agreement for MONY Life Insurance Company and MONY Life Insurance Company of America with Dreyfus Variable Investment Fund, The Dreyfus Socially Responsible Growth Fund, Inc., Dreyfus Life and Annuity Index Fund, Inc. (d/b/a Dreyfus Stock Index Fund), and Dreyfus Investment Portfolios. (2) (i) Form of Amendment dated May 15, 2002. (6) (n) Form of participation agreement for MONY Life Insurance Company of America with ProFunds and ProFund Advisors LLC. (10) (i) Form of Amendment dated September 1, 2003. (10) (o) Participation Agreement among Fidelity Distributors Corporation, Variable Insurance Products Fund and MONY Life Insurance Company of America and MONY Life Insurance Company (1) (p) Participation Agreement among T. Rowe Price Equity Series, Inc., T. Rowe Price fixed Income Series, Inc., T. Rowe Price international series, Inc., T. Rowe Price Investment Services, Inc. and MONY Life Insurance Company of America (2) (q) Form of Participation Agreement among Vanguard Variable Insurance Fund, The Vanguard Group, Inc., Vanguard Marketing Corporation and MONY Life Insurance Company of America (7) (r) Participation Agreement between Van Eck Worldwide Insurance Trust and MONY Life Insurance Company of America (6) (s) Services Agreement between The Mutual Life Insurance Company of New York and MONY Life Insurance Company of America dated April 25, 1985. (11) (11) Not applicable. (12) Not applicable. (13) Report to security holders. (a) Form 10K dated December 31, 2002. (8) (b) Form 10Q 3/rd/ quarter, 2003. (9) (15) PricewaterhouseCoopers LLP, letter re unaudited interim financial information. (9) (16) Not applicable. (23) Consents of experts and counsel. (a) Consent of PricewaterhouseCoopers LLP, independent certified public accountant. (11) (b) See Item 5 above. II-3 (c) See Item 8 above. (24) Powers of attorney. (a) Powers of Attorney for Michael I. Roth, Samuel J. Foti, Kenneth M. Levine, Richard Daddario, Michael Slipowitz, Margaret G. Gale, Steven G. Orluck, Evelyn L. Peos. (3) (b) Power of Attorney for Richard E. Connors. (4) (c) Powers of Attorney for Arnold B. Brousell. (11) (d) Power of Attorney for Sam Chiodo and Jay M. Cohen. (6) (25) Not applicable. (26) Not applicable. - ---------- (1)Incorporated herein by reference to Post-Effective Amendment No. 7 to the registration statement on Form N-4 (File No. 333-72259) filed on April 18, 2001. (2)Incorporated herein by reference to Post-Effective Amendment No. 21 to the registration statement on Form S-6 (File No. 333-06071) filed on May 31, 2002. (3)Incorporated herein by reference to the initial registration statement on Form N-6 (File No. 333-102233) filed on December 27, 2002. (4)Incorporated herein by reference to Post-Effective Amendment No. 3 to the registration statement on Form N-6 (File No. 333-72596) filed on February 28, 2003. (5)Incorporated herein by reference to pre-effective amendment no. 1 to the registration statement on Form N-6 (File No. 333-104162) filed on May 28, 2003. (6)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. (7)Incorporated herein by reference to pre-effective amendment no. 1 to the registration statement on Form N-6 (File No. 333-102233) filed on July 31, 2003. (8)Incorporated herein by reference to Form 10-K (File No. 333-65423) filed on March 28, 2003 (accession nbr. 0000950109-03-001839). (9)Incorporated herein by reference to Form 10-Q (File No. 333-65423) filed on November 14, 2003 (accession nbr. 0001193125-03-081398). (10)Incorporated herein by reference to pre-effective amendment no. 1 to the registration statement on Form N-4 (File No. 333-107961) filed on February , 2004. (11)Filed herewith. Item 17. Undertakings (a) Rule 415 offering. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease 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) ((S) 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; II-4 (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. (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. (g) Not applicable. (h) Not applicable. (i) Not applicable. (j) Not applicable. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing Form S-2 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and the State of New York, on this 9th day of February, 2004. MONY LIFE INSURANCE COMPANY OF AMERICA (Registrant) * By: __________________________________ Michael I. Roth Director, Chairman of the Board, and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on February 9, 2004. Signature --------- * Director, Chairman of the ---------------------------------- Board and Chief Executive Michael I. Roth Officer (Principal Executive Officer) * Director, President, and ---------------------------------- Chief Operating Officer Samuel J. Foti * Director, Executive Vice ---------------------------------- President and Chief Kenneth M. Levine Investment Officer * Director, Executive Vice ---------------------------------- President and Chief Richard Daddario Financial Officer * Vice President, Controller ---------------------------------- and Chief Accounting Arnold B. Brousell Officer * Director and Vice President ---------------------------------- -- Corporate and Sam Chiodo Strategic Marketing * Director, Vice President ---------------------------------- and Chief Compliance Jay M. Cohen Officer * Director and Vice President ---------------------------------- Richard E. Connors * Director and Vice President ---------------------------------- Margaret G. Gale * Director and Vice President ---------------------------------- Steven G. Orluck * Director and Vice President ---------------------------------- Evelyn L. Peos * Director, Vice President ---------------------------------- and Actuary Michael Slipowitz /s/ DAVID S. WALDMAN *By_______________________________ David S. Waldman, Attorney-in-Fact Pursuant to Power of Attorney S-1 EXHIBIT INDEX
Exhibit No. Description ----------- ----------- (1) Underwriting Agreement (4)(a) Form of flexible payment variable annuity contract (4)(b) Form of riders to flexible payment variable annuity contract (5) Opinion and Consent of David S. Waldman (8) Opinion and Consent of Robert Levy (10)(s) Services Agreement (23)(a) Consent of Independent Accountants, PricewaterhouseCoopers LLP (24)(c) Power of Attorney of Arnold B. Brousell
EX-1 3 dex1.txt UNDERWRITING AGREEMENT EXHIBIT (1) UNDERWRITING AGREEMENT UNDERWRITING AGREEMENT (the "Agreement") made this 1st day of November, 1990, by and between MONY Series Fund, Inc., a Maryland corporation (the "Fund"), and MONY Securities Corp. (the "Distributor"), a New York corporation, and MONY Life Insurance Company of America, a stock life insurance company organized in Arizona (the "Company"), on its own behalf and on behalf of MONY America Variable Account A (the "Variable Account"). WITNESSETH: WHEREAS, the Company has established and maintains the Variable Account, a separate investment account, pursuant to the laws of Arizona for the purpose of selling flexible premium variable annuity contracts (the "Contracts"), pursuant to the registration statement for the Contracts as filed with the Securities and Exchange Commission on Form N-4 pursuant to the Securities Act of 1933, as amended (the "1933 Act"); and WHEREAS, the Variable Account is registered as a unit investment trust under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"), and is a member of the National Association of Securities Dealers, Inc. ("NASD"); and WHEREAS, the Company and the Distributor wish to enter into an agreement to have the Distributor act as the Company's principal underwriter for the sale of the Contracts, the proceeds of which will be allocated to the Variable Account; and WHEREAS, the Fund is registered under the 1940 Act as a diversified open-end investment company and offers its shares continuously to the Company, and MONY Legacy Life Insurance Company ("MONY Legacy") as the funding media for the Contracts and similar contracts of MONY Legacy; and WHEREAS, the Variable Account is comprised of subaccounts, each of which invests its assets in the shares of capital stock of the Fund corresponding to one of the separate portfolios of the Fund; and WHEREAS, since the Fund's shares are offered to the Company and MONY Legacy for allocation to their respective Variable Accounts, on a no-load basis, as the funding media for the Contracts and similar contracts of MONY Legacy, the Fund wishes to enter into an agreement to have the Distributor act as the Fund's principal underwriter for the sale of the Fund's shares to the Company for allocation to the Variable Account, whose assets will be derived from the sale of the Contracts, and the Distributor is willing so to act on the terms hereinafter set forth; NOW, THEREFORE, for the agreements and consideration hereinafter described, the parties agree as follows: ARTICLE I DISTRIBUTION OF THE CONTRACTS 1.1 Appointment of the Distributor. The Company appoints the Distributor as the principal underwriter for the sale of Contracts to the public, during the term of the Agreement and in accordance with the provisions of this Article 1, in each state and other jurisdictions in which such Contracts may lawfully be sold. The Distributor accepts such appointment. 1.2 Method of Distribution of the Contracts. The Company shall during the term of the provisions of this Article I take all action required to cause the Contracts to comply as an insurance product and a registered security with all applicable federal and state laws and regulations. The Distributor shall offer the Contracts for sale and distribution at premium rates set by the Company. Applications for the Contracts shall be solicited only by representatives duly and appropriately licensed or otherwise qualified for the sale of such Contracts in each state or other jurisdiction. The Company shall undertake to appoint the Distributor's qualified representatives as life insurance agents of the Company. Completed applications for the Contracts shall be transmitted directly to the Company for acceptance or rejection in accordance with underwriting rules established by the Company. Initial premium payments under the Contracts shall be made by check payable to the Company and shall be held at all times by the Distributor or its representatives in a fiduciary capacity and remitted promptly to the Company. Nothing in this Agreement shall limit the Company's ultimate right to control the sale of the Contracts and to appoint and discharge life insurance agents of the Company. The Distributor shall be held to the exercise of reasonable care in carrying out the provisions of this Article I. 1.3 Sales Agreements. The Distributor is hereby authorized to enter into separate written agreements, not inconsistent with this Agreement and on such terms and conditions as the Distributor may determine, with one or more organizations which agree to participate in the distribution of Contracts. Such organizations (hereafter the "Brokers") shall be both registered as broker-dealers under the Securities Exchange Act and members of NASD. Each Broker and its agents or representatives soliciting applications for Contracts shall be duly and appropriately licensed, registered or otherwise qualified for the sale of such Contracts (and the riders and other policies offered in connection therewith) under the insurance laws and any applicable blue-sky laws of each state or other jurisdiction in which the Company is licensed to sell the Contracts. The Distributor shall have the responsibility for ensuring that each Broker supervises its agents and representatives. The Distributor shall cause each Broker to assume any legal responsibilities of the Company for the acts, commission or defalcations of such agents or -2- representatives insofar as they relate to the sale of the Contracts. Applications for the Contracts solicited by a Broker through its agents or representatives shall be transmitted directly to the Company, and if received by the Distributor, shall be forwarded to the Company. All premium payments under the Contracts shall be made by check to the Company and, if received by the Distributor, shall be held at all times in a fiduciary capacity and remitted promptly to the Company. 1.4 Life Insurance Licensing. The Company shall be responsible for ensuring that Brokers are duly qualified, under the insurance laws of the applicable jurisdictions to sell the Contracts. 1.5 Suitability. The Company wishes to ensure that Contracts sold by the Distributor will be issued to purchasers for whom the Contract will be suitable. The Distributor shall take reasonable steps to ensure that the various agents and representatives appointed by it shall not make recommendations to an applicant to purchase a Contract in the absence of reasonable grounds to believe that the purchase of the Contract is suitable for such applicant, pursuant to standards of suitability set by the Company. While not limited to the following, a determination of suitability shall be based on information furnished to a representative after reasonable inquiry of such applicant concerning the applicant's insurance and investment objectives, financial situation and needs, and the likelihood that the applicant will continue to make premium payments sufficient to maintain the Contracts in effect. 1.6 Promotion materials. The Company shall have the responsibility for furnishing to the Distributor and its agents or representative's prospectuses, sales promotion materials and individual sales proposals related to the sale of the Contracts and other materials as reasonably requested by the Distributor. The Distributor shall not use any such materials that have not been approved by the Company. 1.7 Compensation. The Company shall arrange for the payment of commissions directly to those registered agents or representatives of the Distributor entitled to such commissions in connection with the sale of the Contracts on behalf of the Distributor, in the amounts and on such terms and conditions as the Company and the Distributor shall determine. Such terms, conditions and commissions shall be as are set forth in or as are not inconsistent with the current prospectus, included as part of the registration statement for the Contracts and effective under the 1933 Act. The Company shall arrange for the payment of commissions directly to those Brokers who Sell Contracts under agreements entered into pursuant to Section 1.3 of this Agreement, in amounts as may be agreed to by the Company and specified in such written agreements. The Company shall reimburse the Distributor for (i) the amounts borne by the Distributor, or reimbursed by the Distributor to the Fund, for distribution expenses in connection with the distribution of the Fund's shares as provided for in Section 2.7 of this Agreement, and (ii) the costs and expenses incurred by the Distributor in furnishing or obtaining the services, materials -3- and supplies required by the provisions of this Article I in the initial sales efforts and the continuing obligations under this Article I. 1.8 Records and Confirmations. (a) The Distributor shall have the responsibility for maintaining the records of representatives licensed, registered and otherwise qualified to sell the Contracts. The Distributor shall maintain and preserve such other records as are required of it by applicable laws and regulations. The books, accounts and records of the Company, the Variable Account and the Distributor shall be maintained so as to clearly and accurately disclose the nature and details of the transactions. All records maintained by the Distributor in connection with the provisions of this Article I shall be the property of the Company and shall be returned to the Company upon termination of the provisions of this Article I, free from any claims or retention of rights by the Distributor. The Distributor shall keep confidential any information obtained pursuant to the provisions of this Article I and shall disclose such information, only if the Company has authorized such disclosure, or if such disclosure is expressly required by applicable federal or state regulatory authorities. (b) The Company or the Distributor, as they shall agree, shall be responsible for sending all required confirmations on customer transactions in compliance with applicable regulations, as may be modified by exemption or other relief obtained by the Company or the Distributor. 1.9 Investigation and Proceeding. (a) The Distributor and the Company agree to cooperate fully in any insurance regulatory investigation or proceeding or judicial proceeding arising in connection with the Contracts distributed under this Agreement. The Distributor and the Company further agree to cooperate fully in any securities regulatory investigation or proceeding or judicial proceeding with respect to the Company, the Distributor, or their affiliates, agents or representatives to the extent that such investigation or proceeding is in connection with Contracts distributed under this Agreement. The Distributor shall furnish applicable federal and state regulatory authorities with any information or reports in connection with its services under the provisions of this Article I which such authorities may request in order to ascertain whether the Company's operations are being' conducted in a manner consistent with any applicable law or regulations. (b) In the case of a substantive customer complaint, the Distributor and the Company shall cooperate in investigating such complaint. Any response to such complaint by the Distributor or the Company shall be sent to the other party for approval not less than five business days prior to its being sent to the customer or regulatory authority, except that if a more prompt response is required, the proposed response shall be communicated by telephone or other means of communication. 1.10 Termination. The provisions of this Article I shall terminate automatically upon this Agreement's assignment, unless both the Distributor and the Company shall have consented in -4- writing to such assignment. The provisions of this Article I may be terminated at any time by either the Distributor or the Company on 60 days' written notice to the other party, without the payment of any penalty. Upon termination of the provisions of this Article I, all authorizations, rights and obligations shall cease except the obligation to settle accounts under the provisions of this Article I, including commissions on premiums subsequently received for Contracts in effect at time of termination, and the obligations of Sections 1.7, 1.8, and 1.9 of this Agreement. ARTICLE 11 DISTRIBUTION OF THE FUND'S SHARES 2.1 Appointment of the Distributor. The Fund appoints the Distributor as the principal underwriter and distributor of the Fund to sell its shares of capital stock, as now existing or later created, to the Company for allocation to the Variable Account. The Distributor accepts such appointment. Nothing in this Agreement shall prevent the Distributor from purchasing shares of the Fund for the distributor's own account in order to provide initial capital to the portfolios of the Fund, as now exist or as may be created in the future. Any shares acquired by the Distributor for its own account will be acquired only for investment and can be disposed of only by redemption. 2.2 Exclusive Nature of Duties. Subject to direction and approval of the Board of Directors of the Fund, the Distributor shall be the exclusive representative of the Fund to act as principal underwriter and distributor. 2.3 Purchase of Shares from the Fund. (a) The Fund will make available to the Distributor, and the Distributor will sell on behalf of the Fund, the shares of the Fund needed to fill unconditional orders for shares of the Fund placed with the Distributor by the Company for allocation to the Variable Account. The price that the Distributor shall pay for the shares corresponding to each portfolio so purchased shall be the net asset value per share corresponding to such portfolio, as determined on the basis set forth in Section 2.3(c) of this Agreement. (b) The shares corresponding to each portfolio (other than shares sold to and purchased by the Distributor to provide initial capital to any of the Fund's portfolios) shall be resold by the Distributor to the Company for allocation to the Variable Account at the net asset value per share of such portfolio. (c) On each day in which the net asset value of the shares corresponding to any Portfolio is determined, the Fund shall provide to the Distributor, for it to provide to the Company, the net asset value of such shares by 90 minutes after the close of the New York Stock Exchange or at such later time as shall be agreed to by the parties. The net asset value of such shares shall be determined in accordance with the method set forth in the current prospectus of the Fund. -5- (d) The Fund shall have the right to suspend the sale of shares corresponding to any of its portfolios at times when redemption of such shares is suspended pursuant to the conditions set forth in Section 2.4(b) of this Agreement. The Fund shall also have the right to suspend the sale of shares corresponding to any of its Portfolios if trading on the New York Stock Exchange shall have been suspended, if a banking moratorium shall have been declared, or if there shall have been some other extraordinary event that, in the judgment of the Fund, makes it impracticable to sell any such shares. 2.4 Redemption of Shares by the Fund. (a) Any of the outstanding shares corresponding to any of the portfolios held by the Company's Variable Account may be tendered for redemption at any time, and the Fund agrees to redeem any such shares so tendered in accordance with the applicable provisions of the Fund's current prospectus, articles of incorporation and by-laws. The redemption price is the net asset value per share next determined after the initial receipt of proper notice of redemption. (b) The right to redeem shares or to receive payment with respect to any redemption may be suspended only for (i) any period during which trading on the New York Stock Exchange is closed (other than customary week-and and holiday closings) or is restricted as determined by the Securities and Exchange Commission, (ii) any. period during which an emergency exists as a result of which disposal of the Fund's shares or determination of the net asset value of each portfolio of the Fund is not reasonably practicable, or (iii) for such other periods as the Securities and Exchange Commission may by order permit for the protection of shareholders of the Fund. 2.5 Duties of the Fund. (a) The Fund shall furnish to the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of the shares of the Fund. (b) The Fund shall take, from time to time, subject to the necessary approval of its shareholders, all necessary action to fix the number of its authorized shares and to register shares under the 1933 Act, in order that there will be available for sale such number of shares as the Company may reasonably be expected to purchase for allocation to the Variable Account. (c) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of shares corresponding to each of its portfolios for sale under the securities laws of such states as the Distributor and the Fund may approve, if such qualification is required by such securities laws. Any such qualification may be withhold, terminated or withdrawn by the Fund at any time in its discretion. 2.6 Duties of the Distributor. In selling the shares of the Fund, the Distributor shall use its best efforts to conform with the requirements of all federal and state laws and regulations, and NASD regulations relating to the sale of such securities. Except as provided below, the -6- Distributor is not authorized by the Fund to give any information or make any representations, other than those contained in the registration) statement for the Fund and its shares, the Fund's current Prospectus, and any sales literature specifically approved by the Fund. The Distributor shall furnish applicable federal and state regulatory authorities with any information or reports in connection with its services under the provisions of Article II which such authorities may request in order to ascertain whether the Fund's operations are being conducted in a manner consistent with any applicable law or regulations. Nothing contained in this Agreement shall prevent the Fund from entering into distribution arrangements with other investment companies or shall prevent the Distributor from distributing shares of the Fund to other companies as described in the Fund's current prospectus. The Distributor shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. 2.7 Allocation of Expenses. In connection with the distribution of the Fund's shares, the Distributor shall directly bear, or reimburse the Fund for, the expenses incurred in connection with the Distributor's sales activities on behalf of the Fund, including without limitation (i) the preparation, printing and mailing of any prospectuses or other materials required by federal or state authorities (after the initial registration of the Fund's shares of capital stock), and (ii) the Costs Of maintaining the effectiveness of the Fund's registration and qualification of its shares of capital stock for sale. It is contemplated that these expenses that are reimbursed or borne by the Distributor will be reimbursed to the Distributor by the Company under Section 1.7 of this Agreement. 2.8 Records. All records maintained by the Distributor in connection with the provisions of this Article II shall be the property of the Fund and shall be returned to the Fund upon termination of the provisions of this Article II, free from any claims or retention of rights by the Distributor. The Distributor shall maintain and preserve all written records as may be required under applicable laws and regulations. The Distributor shall keep confidential any information obtained pursuant to the provisions of this Article II and may disclose such information, only if the Fund has authorized such disclosure, or if such disclosure is expressly required by applicable federal or state regulatory authorities. 2.9 Duration and Termination of this Agreement. The provisions of this Article II shall become effective as of the date first written above and shall continue in effect for a period of more than one year from the date of execution hereof so long as such continuance is specifically approved at least annually by (i) a majority vote of the entire Board of Directors of the Fund, and (ii) a majority of the noninterested directors (as defined in the 1940 Act) of the Fund's Board of Directors, cast in person at a meeting called for the purpose of voting on such plan or agreements. The provisions of this Article II may be terminated at any time without penalty on at least sixty days' written notice by (I) vote of a majority of the non-interested directors (as defined in the 1940 Act) of the Fund's Board of Directors, (ii) vote of a majority of the outstanding voting securities (as defined-in the 1940 Act) of the Fund, (iii) majority vote of the Fund's Board of Directors, (iv) the Distributor, or (v) with respect to any portfolio, vote of a majority of the outstanding shares of the capital stock (as defined in the 1940 Act) corresponding to such portfolio. -7- The provisions of this Article II shall terminate automatically in the event of its assignment. 2.10 Amendment. The provisions of this Agreement, in particular Section 2.7, may not be amended so that the Fund would bear (without reimbursement by the Distributor) any expenses in connection with any activity primarily intended to result in the sale of the Fund's shares, unless with respect to any portfolio of the Fund for which the Fund is to bear such expenses (i) such amendment is entered into pursuant to a plan of distribution, which plan has been formulated and approved by the Board of Directors of the Fund, including the directors who are non-interested directors (as defined in the 1940 Act) and have no direct or indirect financial interest in this Agreement, (ii) such distribution plan is approved by vote of a majority of the outstanding shares of the capital stock (as defined in the 1940 Act) corresponding to such portfolio, and (iii) such amendment is approved by a majority of the Board of Directors of the Fund, including the directors who are non-interested directors (as defined in the 1940 Act) and have no direct or indirect financial interest in this Agreement. ARTICLE III GENERAL PROVISIONS 3.1 Regulation. This Agreement shall be subject to the provisions of the 1940 Act, the 1933 Act and the Securities Exchange Act and the rules, regulations and rulings thereunder, and of the applicable rules and regulations of the NASD, from time to time in effect. The terms of this Agreement shall be interpreted and construed in accordance therewith. 3.2 Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. If any of the provisions of Article II (in whole or in part, or as to one or more of the Fund's portfolios) or of Article I (in whole or in part) is terminated, the remainder of this Agreement shall not be affected thereby. 3.3 Applicable Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of New York. -8- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. MONY SECURITIES CORP. By /s/ Robert F. Colby ------------------------------------- MONY LIFE INSURANCE COMPANY OF AMERICA By /s/ G. E. Perry ------------------------------------- MONY SERIES FUND, INC. By /s/ Michael J. Drabb ------------------------------------- -9- EX-4.(A) 4 dex4a.txt FORM OF FLEXIBLE PAYMENT VARIABLE ANNUITY CONTRACT EXHIBIT (4)(a) MONY Life Insurance Company of America Signed for MONY Life Insurance Company of America on the Date of Issue. Administrative Office 1740 Broadway, New York, NY 10019 Operations Center One MONY Plaza, PO Box 4830, Syracuse, NY 13221, 1(800)487-6669 Home Office 2999 North 44th Street, Suite 250, Phoenix, AZ 85018 /s/ Michael I. Roth - ------------------------- MICHAEL I. ROTH, Chairman /s/ Samuel J. Foti - -------------------------- SAMUEL J. FOTI, President /s/ David S. Waldman - ---------------------------- DAVID S. WALDMAN, Secretary If you have a complaint about this Contract, see Page 2. See page 3 for information regarding any taxes applicable to Purchase Payments. MONY Life Insurance Company of America will pay the benefits provided in this Contract, subject to all the contract provisions. Annuitant: John Doe Age of Annuitant at 35 Issue: Contract Number: BGP0000800 Effective Date: 01/01/2003 Date of Issue: 01/01/2003 Annuity Starting Date: 01/01/2063 - -------------------------------------------------------------------------------- Important Notice(s) This Contract is a legal contract between the Owner and the Company. READ YOUR CONTRACT CAREFULLY. ALL ANNUITY PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHERE BASED ON THE INVESTMENT EXPERIENCE OF THE VARIABLE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT. PAYMENTS AND VALUES MAY INCREASE OR DECREASE ACCORDING TO THE EXPERIENCE OF THE VARIABLE ACCOUNT. SEE THE VARIABLE ACCOUNT AND FUND VALUE SECTIONS. THIS IS A LONG TERM CONTRACT; A SURRENDER CHARGE MAY BE APPLIED TO ANY SURRENDER MADE WITHIN THE FIRST 8 YEARS. A POSITIVE OR NEGATIVE MARKET VALUE ADJUSTMENT MAY ALSO BE APPLIED TO SURRENDERS OR TRANSFERS FROM THE GUARANTEED INTEREST ACCOUNT. Right to Return Contract - This Contract may be returned to us within ten days from the date you receive it by delivering or mailing it to our Administrative Office, a local office of ours, or to any Agent of ours. We will then refund the Fund Value of the Contract (before deduction of any surrender charge) plus any taxes applicable to annuity purchase payments. The Contract will be considered never to have been issued. If you return by mail, the cancellation will be effective on the date it is postmarked (if properly addressed with postage prepaid). - -------------------------------------------------------------------------------- Brief Description This is a FLEXIBLE PAYMENT VARIABLE ANNUITY CONTRACT. Payments to the Payee begin on the Annuity Starting Date. If the Annuitant dies before that Date a Death Benefit is payable. No dividends are payable. FLEXIBLE PAYMENT VARIABLE ANNUITY - -------------------------------------------------------------------------------- PAGE 1 ================================================================================ Table of Contents
Section Page - ------- ---- 1. SCHEDULE OF PAYMENTS AND CHARGES..................................................... 3 Contract Description And Specifications. 2. VARIABLE ACCOUNT, THE FUNDS AND SUB-ACCOUNTS......................................... 4 Listing Of Sub-Accounts And Funds. 3. ABOUT THIS CONTRACT.................................................................. 5 An Overview Of Basic Contract Provisions. 4. WE WILL PAY.......................................................................... 6 Annuity Payments; Changing The Date Annuity Payments Start; Death Benefit; Interest On Death Proceeds. 5. PURCHASE PAYMENTS YOU MAKE........................................................... 7 Initial Purchase Payment; Limits On Payments; Automatic And Non-Automatic Payments; Net Purchase Payment; Purchase Payment Allocations. 6. FUND VALUE........................................................................... 8 How Fund Value Is Determined. 7. TRANSFERS............................................................................ 9 Types Of Transfers; Allocation Rules. 8. FULL OR PARTIAL SURRENDERS........................................................... 10 Full And Partial Surrenders; Allocation Rules; Surrender Charge; Free Partial Surrender Amount. 9. RIGHTS OF OWNER...................................................................... 12 Owner Of The Contract; Owner's Rights; Successor Owner. 10. DEATH OF OWNER....................................................................... 12 Death Of Owner Before The Annuity Starting Date. 11. BENEFICIARY.......................................................................... 12 Beneficiary Of The Contract; Changing The Beneficiary; Successor Beneficiary. 12. SECONDARY ANNUITANT.................................................................. 13 Secondary Annuitant; Naming Or Deleting A Secondary Annuitant. 13. THE VARIABLE ACCOUNT................................................................. 14 Variable Account; Sub-Accounts; Changes To The Variable Account. 14. SUB-ACCOUNT UNIT VALUE............................................................... 15 Unit Value Determination.
FOR INFORMATION OR TO MAKE A COMPLAINT CALL 1-800-487-MONY (1-800-487-6669) OR WRITE TO US AT OUR OPERATIONS CENTER AT: ONE MONY PLAZA, PO BOX 4830, SYRACUSE, NEW YORK 13221 - -------------------------------------------------------------------------------- PAGE 2 ================================================================================
Section Page - ------- ---- 15. THE GUARANTEED INTEREST ACCOUNT...................................................... 15 Guaranteed Interest Account; Interest Rate Applied To The guaranteed Interest Account, Accumulation Period, Market Value Adjustment. 16. THE DOLLAR COST AVERAGING PLUS ACCOUNT............................................... 17 DCA Plus Periods; DCA Plus Interest; DCA Plus Accounts. 17. ANNUAL CONTRACT CHARGE............................................................... 18 Annual Contract Charge. 18. DATES AND CONTRACT PERIODS........................................................... 18 How Dates Are Determined; How Periods Are Measured. 19. GENERAL PROVISIONS................................................................... 18 The Contract; Statements In Application; Incontestability; Misstatement Of Age Or Gender; Assignment; Postponement Of Payments Or Transfers; Authority; Relationships; Reports. 20. SETTLEMENT OPTIONS................................................................... 20 Election Of Settlement Options; Settlement (Payout) Options Available; Minimum Monthly Income Tables. ENDORSEMENTS, IF ANY RIDERS, IF ANY APPLICATION
- -------------------------------------------------------------------------------- PAGE 2A ================================================================================ 1. Schedule of Payments and Charges Flexible Payment Variable Annuity Contract BGP0000800 - -------------------------------------------------------------------------------- Initial Purchase Payment - -------------------------------------------------------------------------------- Guaranteed Interest Account Accumulation Periods available at issue: [3, 5, 7 and 10yr] (subject to change, see Guaranteed Interest Account section)
Accumulation Period(s) Selected at Issue Guaranteed Rate for Accumulation Period - ---------------------------------------- --------------------------------------- 1 Year [1.5%]
Guaranteed Minimum Interest Rate [1.5%] Minimum DCA Plus Account Allocation [$5,000] - -------------------------------------------------------------------------------- Number of guaranteed free transfers during a contract year 12 Charge on excess transfers: Current [$0] (subject to change; see Transfers section) Guaranteed Maximum $25 Daily Mortality/Expense Risk Charge* (see Sub-Account Unit Value section) Current [0.003288% (equal to 1.20% annually)] Guaranteed Maximum 0.003836% (equal to 1.40% annually) * Will be reduced by 0.20% annually if the Purchase Payment(s) made during the first contract year total $750,000 or more and either (a) or (b) are applicable on any contract anniversary: (a) the Fund Value is $750,000 or more, or (b) Fund Value is less than $750,000 and the total withdrawals made during the prior contract year do not exceed the greater of: (i) the Free Partial Surrender Amount for that year; and (ii) the a amount of any required minimum distributions under the Internal Revenue Code of 1986 (Code) for that year, if applicable. Annual Contract Charge (to be waived on any contract anniversary on which the Fund Value is $50,000 or more): Current [$30] Guaranteed Maximum if Initial Purchase Payment is less than $2,500 $40 Guaranteed Maximum if Initial Purchase Payment is at least $2,500 $50 Tax Charge - 0% of each payment received subject to change based upon change in applicable federal or state tax laws or cost to the Company. - -------------------------------------------------------------------------------- PAGE 3 ================================================================================ 1. Schedule of Payments and Charges Surrender charge (see Full and Partial Surrenders section) SURRENDER CHARGE PERCENTAGE TABLE # of Contract Anniversaries since Surrender Charge Effective Date Percentage ------------------- ---------------- 0 8% 1 8 2 7 3 7 4 6 5 5 6 4 7 3 8(or more) 0 - -------------------------------------------------------------------------------- PAGE 3A ================================================================================ 2. Variable Account, The Funds and Sub-Accounts See Variable Account section for further information The Variable Account is MONY America Variable Account A and includes the Sub-accounts listed below. The Sub-accounts available for investment purposes, and the corresponding portfolios of the applicable funds are: - --------------------------------------------------------------------------------
Sub-Accounts Applicable Fund - ------------ --------------- [AIM V.I. Basic Value AIM Variable Insurance Funds AIM V.I. Mid Cap Core Equity AIM Variable Insurance Funds Alger American Balanced The Alger American Fund Alger American MidCap Growth The Alger American Fund Dreyfus I. P. Small Cap Stock Index Dreyfus Investment Portfolio Enterprise Deep Value Enterprise Accumulation Trust Enterprise Equity Income Enterprise Accumulation Trust Enterprise Growth Enterprise Accumulation Trust Enterprise Growth and Income Enterprise Accumulation Trust Enterprise Global Socially Responsive Enterprise Accumulation Trust Enterprise Managed Enterprise Accumulation Trust Enterprise Mergers and Acquisitions Enterprise Accumulation Trust Enterprise Multi-Cap Growth Enterprise Accumulation Trust Enterprise Short Duration Bond Enterprise Accumulation Trust Enterprise Small Company Growth Enterprise Accumulation Trust Enterprise Small Company Value Enterprise Accumulation Trust Enterprise Total Return Enterprise Accumulation Trust Franklin Income Securities Franklin Templeton Variable Insurance Product Trust Franklin Rising Dividends Securities Franklin Templeton Variable Insurance Product Trust Franklin Zero Coupon 2010 Franklin Templeton Variable Insurance Product Trust INVESCO VIF - Financial Services INVESCO Variable Investment Funds, Inc INVESCO VIF - Health Sciences INVESCO Variable Investment Funds, Inc INVESCO VIF - Telecommunications INVESCO Variable Investment Funds, Inc Janus Aspen Series Capital Appreciation Janus Aspen Series Janus Aspen Series Flexible Income Janus Aspen Series Janus Aspen Series International Growth Janus Aspen Series Lord Abbett Bond-Debenture Lord Abbett Series Fund Lord Abbett Growth and Income Lord Abbett Series Fund Lord Abbett Mid-Cap Value Lord Abbett Series Fund MFS Mid Cap Growth MFS. Variable Insurance Trust(SM) MFS New Discovery MFS. Variable Insurance Trust(SM) MFS Total Return MFS. Variable Insurance Trust(SM) MFS Utilities MFS. Variable Insurance Trust(SM) MONY Government Securities MONY Series Fund, Inc. MONY Long Term Bond MONY Series Fund, Inc. MONY Money Market MONY Series Fund, Inc. Oppenheimer Main Street Oppenheimer Variable Account Funds Oppenheimer Global Securities Oppenheimer Variable Account Funds PBHG Mid-Cap PBHG Insurance Series Fund PBHG Select Value PBHG Insurance Series Fund PIMCO Global Bond PIMCO Variable Insurance Trust PIMCO Real Return PIMCO Variable Insurance Trust PIMCO StocksPLUS Growth and Income PIMCO Variable Insurance Trust ProFund VP Bear The ProFunds VP ProFund VP UltraBull The ProFunds VP ProFund VP Rising Rates Opportunity The ProFunds VP Van Kampen UIF Emerging Markets Equity The Universal Institutional Funds, Inc Van Kampen UIF Global Value Equity The Universal Institutional Funds, Inc Van Kampen UIF U.S. Real Estate The Universal Institutional Funds, Inc ]
- -------------------------------------------------------------------------------- PAGE 4 ================================================================================ 2. Variable Account, The Funds and Sub-Accounts See Variable Account section for further information The Variable Account is MONY America Variable Account A and includes the Sub-accounts listed below. The Sub-accounts available for investment purposes, and the corresponding portfolios of the applicable funds are: - -------------------------------------------------------------------------------- [AIM Variable Insurance Funds, Janus Aspen Series, PBHG Insurance Series Fund, PIMCO Variable Insurance Trust and The ProFunds VP are organized under the laws of Delaware. INVESCO Variable Investment Funds, Inc., Lord Abbett Series Fund, MONY Series Fund, Inc., and The Universal Institutional Funds, Inc. are organized under the laws of Maryland. The Alger American Fund, Dreyfus Investment Portfolio, Enterprise Accumulation Trust, Franklin Templeton Variable Insurance Product Trust, MFS Variable Insurance Trust and Oppenheimer Variable Account Funds are organized under the laws of Massachusetts. The Alger American Fund, Enterprise Accumulation Trust, Franklin Templeton Variable Insurance Product Trust, Janus Aspen Series, INVESCO Variable Investment Funds, Inc., Lord Abbett Series Fund, MFS Variable Insurance Trust, MONY Series Fund, Inc., Oppenheimer Variable Account Funds, PBHG Insurance Series Fund, and PIMCO Variable Insurance Trust are registered with the Securities and Exchange Commission under the 1940 Investment Company Act as open-end, diversified investment management companies. AIM Variable Insurance Funds, Dreyfus Investment Portfolios, The ProFunds VP and Universal Institutional Funds, Inc.] are registered with the Securities and Exchange Commission under the 1940 Investment Company Act as open-end management investment companies. - -------------------------------------------------------------------------------- PAGE 4A ================================================================================ 3. About This Contract The following is an overview of some basic contract provisions to aid your understanding. The specific provisions of the Contract are found in the pages following this overview. In the event of a discrepancy between this overview and any specific provisions of this Contract, the specific Contract provisions will control. This is a Flexible Payment Variable Annuity Contract. This Contract goes into effect on the Effective Date. This Contract is a "promise to pay" Annuity Payments which start on a date chosen by you called the Annuity Starting Date (or maturity date). Those payments are made to a person chosen by you as the Payee. The Annuitant is the person on whose life the Contract is based (the measuring life). If the Annuitant (or Secondary Annuitant) is living on the Annuity Starting Date, we begin to make Annuity Payments. If the Annuitant dies before the Annuity Starting Date, the Secondary Annuitant (if you designated one) takes over as Annuitant. If the Annuitant and the Secondary Annuitant both die before the Annuity Starting Date, the Contract ends and a death benefit is payable to the Beneficiary (person who receives the Death Benefit) chosen by you. The death benefit is equal to the Fund Value or, if greater, the Purchase Payments paid by you less any partial surrenders, plus or minus any Market Value Adjustment and less any surrender charge. The Beneficiary does not have to be the Payee. If the Owner (and Successor Owner under certain circumstances) dies before the Annuity Starting Date, while the Annuitant is living, the proceeds in this Contract must be distributed within 5 years after the date of death (see Death of Owner section). Purchase Payments are payments you make to us. The sum of Purchase Payments made (less partial surrenders, charges, etc.) determine the value of the Contract. There may be a positive or negative Market Value Adjustment and a surrender charge on partial surrenders you make or, if you surrender (cash in) the Contract in full. The Market Value Adjustment depends on which Accumulation Period(s) you selected, how many years are left in the applicable Period(s) and how interest rates have changed since those Periods began. The surrender charge depends on how long ago you purchased the Contract. The value of this Contract is based on Purchase Payments which you allocate to either the Variable Account, the Guaranteed Interest Account or the Dollar Cost Averaging Plus Account. The Fund Value is the combined value of the Variable Account, the Guaranteed Interest Account and the Dollar Cost Averaging Plus Account BEFORE any Market Value Adjustment is applied, any surrender charge and any Annual Contract Charge, as applicable, are deducted. The Cash Value, if any, is the value AFTER any Market Value Adjustment is applied, any surrender charge and any Annual Contract Charge, as applicable are deducted. The Guaranteed Interest Account and Dollar Cost Averaging Plus Account are "fixed" accounts and are part of our General Account. We may offer one or more choices of Guaranteed Interest Account Accumulation Periods and interest rates to apply during those Periods. The Variable Account is an account that is separate from our General Account. The value of the Variable Account can increase or decrease depending on investment experience. The Variable Account is made up of several Sub-accounts (subdivisions) with different investment objectives. Each Sub-account invests only in the shares of its own portfolio of its fund. The measure of value in a Sub-account is called a Unit. The value of Units in a Sub-account can only change on a Business Day. A Business Day is any day the New York Stock Exchange is open for trading or any other day on which there is enough trading to change the Unit value of a Sub-account. Trading refers to the purchase and sale of securities held by the portfolio. When we refer to "I" or "my" in a question, or to "you" or "your" in an answer, we mean the Owner. The Owner is the person who holds the Contract and who has the rights of ownership. The Owner chooses any options the Contract offers. When we refer to "we", "us" and "our" we mean MONY Life Insurance Company of America. "Administrative Office" means our office at 1740 Broadway, New York, NY 10019 and also includes our Operations Center at One MONY Plaza, P.O. Box 4830, Syracuse, NY 13221. You can read more about the terms used in the summary on the following pages. "Annuity Payments" (see Section 4) "Annuity Starting Date" shown on page 1. "Beneficiary" (see Section 11) - -------------------------------------------------------------------------------- PAGE 5 ================================================================================ "Business Day" (see Section 3) "Cash Value" (see Section 8) "Effective Date" shown on page 1. "Fund Value" (see Section 6) "Guaranteed Interest Account" (see Section 15) "Owner" (see Section 9) "Payee" (see Section 4) "Purchase Payments" (see Section 5) "Secondary Annuitant" (see Section 12) "Sub-account" (see Section 2) "Variable Account" (see Section 13) ================================================================================ 4. We Will Pay What will the Company pay and when will they pay it? 1. We will pay the Annuity Payments starting on the Annuity Starting Date to a person named by you as Payee. You can name a Payee either in the application or later (if later, we will send an endorsement to show the change). 2. We will pay the Death Benefit to the Beneficiary if the Annuitant dies before the Annuity Starting Date. But we must first receive proof that the Annuitant died before the Annuity Starting Date. Payment in any case will only be made in accordance with all the provisions of this Contract. "Annuitant" includes a "Secondary Annuitant" if you designated one. What are Annuity Payments? Annuity Payments are Income Payments made periodically (monthly, quarterly, semi-annually or annually) over the lifetime of the Payee or for a selected period. The income will be purchased by the Cash Value on the Annuity Starting Date. The amount of the Cash Value and the Settlement (payout) Option chosen will determine the amount of income payments. But, if you elect Settlement Option 3 or 3A, the income will be purchased by the Fund Value on the Annuity Starting Date. That benefit will be based on the Payee's lifetime, as explained in the Settlement Options section. If no other election is made before that Date, the Fund Value will be settled under Settlement Option 3 with 10 years certain, based on the Annuitant's life, as provided by and subject to the provisions in the Settlement Options section. Can I change the date Annuity Payments start? Yes, you may advance or defer the Annuity Starting Date, but only while the Annuitant is living. We must receive your request before the Annuity Starting Date. The Date may not be advanced to a date earlier than the 10th anniversary. It may not be deferred to a date later than the anniversary following the Annuitant's 95th birthday. The change will be effective as of the date we receive your written request at our Administrative Office. You do not need to return the Contract for us to make the change unless we ask for it. If the Annuitant dies, what does the Company pay? If the Annuitant dies before the Annuity Starting Date, we will pay to the Beneficiary, the greater of: (a) the Fund Value on the date we receive due proof of death and election of a settlement option; or (b) the Purchase Payments paid by you, reduced proportionately by each partial surrender (reflecting any Market Value Adjustment and any surrender charge). But we must first receive proof that the Annuitant died before the Annuity Starting Date. Any Death Benefit payable under this Contract is not less than the minimum benefit required by the law of the state in which the Contract is delivered. If the proceeds are not paid by the end of 30 days from the date we receive due proof of death of the Annuitant, we will pay interest on the proceeds if required by the state in which the Contract is - -------------------------------------------------------------------------------- PAGE 6 ================================================================================ delivered at the rate specified by that state. If interest is payable, it will be paid from date of the death to date of payment of proceeds. How are proportionate reductions calculated? For each partial surrender, the proportionate reduction is equal to the amount of the partial surrender divided by the Fund Value immediately before that partial surrender, multiplied by the Purchase Payments paid before that partial surrender. ================================================================================ 5. Purchase Payments You Make What Payments can I make to the Company? The Initial Purchase Payment is shown on Page 3. You can send additional Purchase Payments to our Administrative Office. On request, we will give a receipt signed by our Treasurer. We will accept Purchase Payments any time before the Annuity Starting Date as long as the Annuitant is living. Is there a limit on Payments I can make to the Company? Yes, we may limit the sum of Purchase Payments you make. That limit is $1,500,000 (less any partial surrenders, any Market Value Adjustment and any surrender charge).We may return any Purchase Payment that would exceed the $1,500,000 limit. Can I make Payments to the Company automatically? Yes, you can make automatic Purchase Payments to us through an automatic payment plan. It could be payroll deductions by a central remitter with whom we make an agreement or, authorized government allotments if we receive official military verification. It could also be automatic bank drafts or any other automatic plan we agree to. Can I make Payments to the Company other than automatic Payments? Yes, whether you are on an automatic payment plan or not, you can make non-automatic Purchase Payments. What is a Net Purchase Payment? When we refer to net Purchase Payments, we mean the Purchase Payment amount after deduction of any applicable taxes (see Page 3 for the amount of tax, if any). We may waive any deduction of taxes on Purchase Payments. But if we do, we can stop waiving them on future Payments if we give you at least 30 days written notice. When will net Purchase Payments be allocated to the Sub-accounts, Guaranteed Interest Account or Dollar Cost Averaging Plus Account as I have chosen? Any portion of a net Purchase Payment allocated to the Sub-accounts, the Guaranteed Interest Account or the Dollar Cost Averaging Plus Account (if available), will be placed in that Account as chosen on the later of the Effective Date and the Business Day that falls on, or next follows the date we receive the Purchase Payment at our Administrative Office. When we do this, we use the most recent valid allocation choice and Accumulation Period choice (if applicable) we have from you. If we have no valid allocation choice and Allocation Period choice (if applicable) from you, we will allocate the net Purchase Payments to the Money Market Sub-account. When will interest be credited on Purchase Payments I allocate to the Guaranteed Interest Account or Dollar Cost Averaging Plus Account? Interest will be credited on Purchase Payments allocated to the Guaranteed Interest Account or Dollar Cost Averaging Plus Account (if available), at an annual rate not less than the Guaranteed Minimum Interest Rate shown in Section 1 (see also Guaranteed Interest Account and Dollar Cost Averaging Plus Account sections). Such interest will be credited from the later of the Effective Date and the Business Day that falls on or next follows the date we receive the Purchase Payment at our Administrative Office. - -------------------------------------------------------------------------------- PAGE 7 ================================================================================ Are there any rules for allocation choices? Yes, allocations must be made in whole percentages. If a Sub-account, the Guaranteed Interest Account or the Dollar Cost Averaging Plus Account (if available), is to receive any allocation, the allocation must be at least 1% and, the total must equal 100% of the net Purchase Payment. We use the most recent valid allocation choice and Accumulation Period choice (if applicable) we have from you. If we have no valid allocation choice and Accumulation Period choice from you, we will allocate the net Purchase Payments to the Money Market Sub-account. You may change your allocation choice by writing to us at our Administrative Office. A change will take effect within 7 days after we receive that notice. Allocations to the Guaranteed Interest Account may be limited as follows. We reserve the right to limit the Fund Value in the Guaranteed Interest Account to a percentage of the total Fund Value held under the Contract. That percentage will never be less than 10%. If we impose this limit, we will reject any allocation to the Guaranteed Interest Account if the Fund Value in that Account exceeds the limit or, if that allocation would cause the Fund Value in the Guaranteed interest Account to exceed that limit. Can I earmark a non-automatic net Purchase Payment for an allocation different from my regular allocation choice? Yes, you can choose a specific allocation for a non-automatic Purchase Payment and it will not change your allocation choice and/or Accumulation Period choice for future Purchase Payments. Allocations must be by amount or percentage in whole numbers only. If a Sub-account, the Guaranteed Interest Account or the Dollar Cost Averaging Plus Account (if available), is to receive any allocation, the allocation must be at least 1% and the total must equal 100% of the net Purchase Payment. If you do not give us a specific allocation for the non-automatic Purchase Payment, or if your allocation choice is not valid, we will use the most recent valid allocation choice and/or Accumulation Period choice we have from you. 6. Fund Value What is the Fund Value on the Effective Date? The Fund Value on the Effective Date is the net Purchase Payments received by us on or before the Effective Date and any interest credited to those Payments. When are Fund Value calculations made? After the Effective Date, Fund Value calculations are made on Business Days. If a Fund Value calculation has to be made for a day that is not a Business Day, then we will use the next Business Day. How is the Fund Value determined on a Business Day? The Fund Value on a Business Day is determined as follows: (a) Determine the Fund Value in each Sub-account on that Day (see below for details). (b) Total the Fund Value in each Sub-account on that Day. (c) Add the Fund Value in the Guaranteed Interest Account on that Day (see below for details). (d) Add the Fund Value in the Dollar Cost Averaging Plus Account on that Day (see below for details). (e) Add any net Purchase Payments received on that Day. (f) Deduct any transfer charges on that Day. (g) Deduct any partial surrender, (reflecting any Market Value Adjustment and any surrender charge) made on that Day. (h) Deduct any Annual Contract Charge made on that Day. Regarding (a) above, how is the Fund Value for each Sub-account determined on that Business Day? For each Sub-account we multiply the number of Units credited to that Sub-account by its Unit value on that Day. The multiplication is done BEFORE the purchase or redemption of any Units on that Day. - -------------------------------------------------------------------------------- PAGE 8 ================================================================================ Regarding (c) above, what makes up the Fund Value in the Guaranteed Interest Account on that Business Day? The Fund Value in the Guaranteed Interest Account on that Day is the accumulated value at the applicable interest rate(s) of net Purchase Payments allocated to the Guaranteed Interest Account BEFORE that Day, decreased by allocations against the Guaranteed Interest Account BEFORE that Day for: (i) any partial surrender, any Market Value Adjustment and any surrender charge; (ii) any amount transferred from the Guaranteed Interest Account, any Market Value Adjustment, and any transfer charge; (iii) any Annual Contract Charge. Regarding (d) above, what makes up the Fund Value in the Dollar Cost Averaging Plus Account on that Business Day? The Fund Value in the Dollar Cost Averaging Plus Account on that Day is the accumulated value at the applicable interest rate(s) of net Purchase Payments allocated to the Dollar Cost Averaging Plus Account BEFORE that Day, decreased by allocations against the Dollar Cost Averaging Plus Account BEFORE that Day for: (i) any partial surrender and any surrender charge; (ii) any amount transferred from the Dollar Cost Averaging Plus Account; (iii) any Annual Contract Charge. ================================================================================ 7. Transfers When can I make transfers? Transfers may be made only after the "Right to Return Contract" period has ended. What transfers can I make? There are 4 types of transfers you can make. Each type is explained (along with any rules and limitations) below: Type 1. Transfers AMONG Sub-accounts (that do not involve the Guaranteed Interest Account or Dollar Cost Averaging Plus Account). There are no restrictions on this type of transfer. Type 2. Transfers INTO the Guaranteed Interest Account. Transfers into the Guaranteed Interest Account are subject to the availability of one or more Accumulation Period(s). If one or more Accumulation Periods are available, transfers INTO the Guaranteed Interest Account may be limited as follows. We reserve the right to limit the Fund Value in the Guaranteed Interest Account to a percentage of the total Fund Value held under the Contract. That percentage will never be less than 10%. If we impose this limit, we will reject any transfer INTO the Guaranteed Interest Account if the Fund Value in that Account exceeds the limit or, if that transfer would cause the Fund Value in the Guaranteed Interest Account to exceed that limit. Type 3. Transfers FROM the Guaranteed Interest Account. This type of transfer can be requested at any time. A Market Value Adjustment will apply unless your request is received at our Administrative Office, WITHIN 30 DAYS BEFORE the end of the applicable Accumulation Period. If multiple Accumulation Period accounts are in effect, your transfer request must specify which Accumulation Period account(s) funds are to be transferred from. Type 4. Transfers FROM the Dollar Cost Averaging Plus Account. This type of transfer can only be made to one or more Sub-accounts in accordance with the Dollar Cost Averaging Plus Account section. Fund Value may not be transferred from the Dollar Cost Averaging Plus Account to the Guaranteed Interest Account. Transfers INTO the Dollar Cost Averaging Plus Account are not permitted. When will a transfer request take effect? Type 1 or Type 2 transfers will take effect on the Business Day that falls on, or next follows, the date we receive the request at our Administrative Office. Type 3 transfers requested within 30 days before the end of an Accumulation Period will take effect at the end of the Accumulation Period. Type 3 transfers requested at any other time will take effect on the Business Day that falls on, or next follows, the date we receive the request at our - -------------------------------------------------------------------------------- PAGE 9 ================================================================================ Administrative Office. Type 4 transfers will take effect on the scheduled monthly or quarterly anniversary as elected by you. See the Dollar Cost Averaging Plus section. What is the charge for a transfer and how does it work? Each request for a transfer is considered one transaction even if more than one type of transfer and several different accounts are involved. Transfers during any contract year in excess of the number of guaranteed free transfers shown on page 3 are subject to a transfer charge. The guaranteed maximum amount of that charge is shown on page 3. But, we may charge less than that maximum, or waive the charge entirely, in accordance with our procedure in effect at the time of the request. There is no transfer charge applicable to transfers from the Dollar Cost Averaging Plus Account. If we change the amount of the charge we will send an endorsement to show the change. If a transfer charge is applicable, how is it allocated among the accounts? The charge is allocated against the first of the Sub-accounts and/or the Guaranteed Interest Account from which Fund Value is being transferred. ================================================================================ 8. Full And Partial Surrenders Can I withdraw money from the Contract? Yes, money may be withdrawn by making a full or partial surrender. When can I make a full or partial surrender? At any time on or before the Annuity Starting Date and while the Annuitant is living, you may make a full or partial surrender of the Contract for its Cash Value (Fund Value plus or minus any Market Value Adjustment less any applicable surrender charge) and less the Annual Contract Charge due on full surrender of the contract. A full surrender will end the Contract. If a partial surrender reduces the Cash Value to less than $1,000, we will process it as a full surrender. If I make a full surrender, will annuity (income) payments begin on the Annuity Starting Date? No. If a full surrender of the Contract is made on or before the Annuity Starting Date, the income which was to begin on that Date will not be payable. What is the full value of the Contract on surrender? The full value of the Contract on surrender is the Cash Value (Fund Value plus or minus any Market Value Adjustment and less any applicable surrender charge) less the Annual Contract Charge due on full surrender of the Contract. Any cash surrender available under this Contract is not less than the minimum benefit required by the law of the state in which the Contract is delivered. When will a full or partial surrender take effect? A full or partial surrender will take effect on the Business Day that falls on, or next follows, the date we receive your request at our Administrative Office. How can I specify partial surrender allocations and are there minimums? You can specify partial surrender allocations by amount or percentage. Allocations by percentage must be in whole percentages and the minimum percentage is 1% against any Sub-account, the Guaranteed Interest Account or the Dollar Cost Averaging Plus Account. Percentages must total 100%. We will not accept an allocation which does not comply with the above rules or if there is not enough Fund Value in a Sub-account, the Guaranteed Interest Account or the Dollar Cost Averaging Plus Account to provide its share of the allocation. - -------------------------------------------------------------------------------- PAGE 10 ================================================================================ Partial surrender allocations against the Guaranteed Interest Account must specify the Accumulation Period accounts such allocations are being made against. Partial surrender allocations against the Dollar Cost Averaging Plus Account must specify which DCA Plus Period accounts such allocations are being made against. What if I don't specify an allocation? If you do not specify an allocation, we will not accept your request for partial surrender. When is a surrender charge applicable? Aside from the exceptions below, a surrender charge is applicable whenever we pay any partial surrender or full surrender to you during the first 8 contract years. What are the exceptions? There are 2 exceptions when no surrender charge will apply: 1. The following paragraph applies to contracts where the Enhanced Withdrawal Benefit has not been elected in the application: Free Partial Surrender Amount- During the first contract year, you may make one or more partial surrenders without a surrender charge up to a total surrender amount for that year of 10% of the Fund Value on the date of the first surrender. During each year after the first, you may make one or more partial surrenders without a surrender charge up to a total surrender amount for that year of 10% of the Fund Value at the beginning of the contract year. The following paragraph applies to contracts where the Enhanced Withdrawal Benefit has been elected in the application. If this Benefit was elected, the additional charge for it is a daily percentage of Fund Value held in the Variable Account and is shown in Section 1: Enhanced Free Partial Surrender Amount- During the first contract year, you may make one or more partial surrenders without a surrender charge up to a total surrender amount for that year of 15% of the Fund Value on the date of the first surrender. During each year after the first, you may make one or more partial surrenders without a surrender charge up to a total surrender amount for that year of 15% of the Fund Value at the beginning of the contract year. Note that free partial surrenders may only be made to the extent Cash Value in the Sub-accounts is available. For example, the Fund Value in the Variable Account could decrease (due to unfavorable investment experience) after part of the applicable percentage was withdrawn. In that case it is possible that there may not be enough Cash Value to provide the remaining part of the applicable percentage of free partial surrender amount. 2. If the full surrender or partial surrender is after the 3rd contract year and the proceeds are settled under Settlement Option 3 or 3A (life income annuity options). See Settlement Options section. What does the amount of surrender charge depend on? The amount of any surrender charge depends on how much you surrender and how long the Contract has been in effect. How is the amount of any surrender charge determined? The amount of any surrender charge is determined as follows: Step 1. Multiply the Fund Value in each Sub-account, the Guaranteed Interest Account (after application of any Market Value Adjustment) or the Dollar Cost Averaging Plus Account to be surrendered by the appropriate surrender charge percentage shown in the Surrender Charge Percentage Table in Section 1. Step 2. Add the products of each multiplication in Step 1 above. - -------------------------------------------------------------------------------- PAGE 11 ================================================================================ How will any surrender charge be allocated? Each Sub-account, the Guaranteed Interest Account and/or the Dollar Cost Averaging Plus Account will be charged its pro-rata share of the surrender charge. That means the charge against each account will be in the same proportion as the amount of the partial surrender allocated against that account bears to the total partial surrender. ================================================================================ 9. Rights of Owner Who is the Owner of the Contract and what rights does the Owner have? While the Annuitant is living, all rights, benefits, options and privileges under the Contract or allowed by us belong to the Owner unless otherwise provided by endorsement. These rights include the right to change the Beneficiary, to assign the Contract, to transfer Contract values or make full or partial surrenders, all in accordance with our rules and procedures. The Owner is the person so named in the application for this Contract unless otherwise provided by endorsement. Who and what is the Successor Owner? A Successor Owner, if one is named, is the person(s) who becomes the new Owner if the first Owner dies. ================================================================================ 10. Death of Owner The following is required by Section 72(s) of the Internal Revenue Code of 1986 (Death of Owner) and overrides anything in this Contract to the contrary: This provision will not extend the term of this Contract beyond the date the Annuitant dies. If the Annuitant and Owner are not the same person "Designated Beneficiary" means Successor Owner. If the Annuitant and the Owner are the same person "Designated Beneficiary" means the Beneficiary described in Section 11. What happens if an Owner dies before the Annuity Starting Date? If an Owner dies before the Annuity Starting Date, the proceeds under this Contract must be distributed within five years after the date of death. Any proceeds that have not been distributed by the end of five years will be paid in a single sum. If the Owner and the Annuitant are the same person, the proceeds will be paid as a Death Benefit. If the Owner and the Annuitant are not the same person, proceeds will be paid as surrender proceeds. There are three exceptions. First, the Designated Beneficiary may receive the proceeds over his or her life (or over a period not extending beyond his or her life expectancy). Such distribution must begin no later than one year after the Owner's death or such later date as may be allowed under federal tax regulations. Second, if the Owner and the Annuitant are the same person, and there is a Secondary Annuitant and if the surviving spouse of the Owner is the Successor Owner, such spouse will become the new Owner and it will not be necessary to distribute the proceeds under the Contract. Third, if the Owner and the Annuitant are not the same person, and the surviving spouse of the Owner is the Successor Owner, such spouse will become the new Owner and it will not be necessary to distribute the proceeds under the Contract. For purposes of compliance with Section 72(s), if an Owner is other than a natural person, the Primary Annuitant will be treated as the Owner and the death of or any change in the Primary Annuitant will be treated as the death of the Owner. What happens if an Owner dies on or after the Annuity Starting Date? If an Owner dies on or after the Annuity Starting Date, then any remaining portion of the proceeds will be distributed at least as rapidly as under the method of distribution being used as of the date of that Owner's death. - -------------------------------------------------------------------------------- PAGE 12 ================================================================================ 11. Beneficiary Who is the Beneficiary? The Beneficiary is the person to whom the Death Benefit of the Contract is payable upon the death of the Annuitant. The Beneficiary is the person so named in the application for this Contract unless otherwise provided by endorsement. If the beneficiary designation requires the Beneficiary to be living or surviving, then, unless otherwise provided, that Beneficiary must be living on the 14th day after the Annuitant's death or, if earlier, the date we receive due proof of the Annuitant's death. The share of the Death Benefit of any Beneficiary who is not living on that earlier day will be payable to the remaining Beneficiaries. Payment will be made in the manner provided for in that designation. What if there is no Beneficiary named or then living? Unless otherwise provided in the beneficiary designation, the Death Benefit will be payable to the Annuitant's executors or administrators. Can I change the Beneficiary? Yes, you can change the Beneficiary, unless you have given up this right, as long as the Annuitant is living by writing to us at our Administrative Office. You do not need to return the Contract to make the change unless we ask for it. When will a Change of Beneficiary take effect? A change will take effect when we record it retroactively as of the date the request was signed. We shall not be charged with notice of a change of Beneficiary until the change is received at our Administrative Office. The change will be subject to any payment made or action taken by us before we received your request. Who is the Successor Beneficiary? The Successor Beneficiary is the person so named in the application or in an endorsement. If the Beneficiary dies before the Annuitant, a Successor Beneficiary becomes the new Beneficiary. ================================================================================ 12. Secondary Annuitant What is a Secondary Annuitant? The Secondary Annuitant (sometimes called contingent annuitant), if you choose one, is the person who becomes the Annuitant at the death of the Primary Annuitant. If the Secondary Annuitant is living at the death of the Primary Annuitant, the Contract continues (and no death benefit is payable). The Secondary Annuitant can only become the Annuitant before the Annuity Starting Date. When can I choose a Secondary Annuitant? You may choose a Secondary Annuitant only once either at time of application or after the Contract is issued. To choose a Secondary Annuitant after issue, you must write to us at our Administrative Office before the Annuity Starting Date. Can I change the Secondary Annuitant? No, you cannot change the Secondary Annuitant but, you can delete the Secondary Annuitant by writing to us at our Administrative Office. If I choose or delete a Secondary Annuitant after the Contract is issued, when will that request take effect? Your request to choose or delete a Secondary Annuitant will take effect on the date you signed the request. But we must first accept and record the change. And, the change will have no effect on any payment made by us or action taken by us before we received your request. You do not need to return the Contract for us to make the change unless we ask for it. We will send an endorsement to show the change. - -------------------------------------------------------------------------------- PAGE 13 ================================================================================ What else should I know about the Secondary Annuitant? We will delete any Secondary Annuitant automatically as of their 95th birthday. The change will be effective on the anniversary following that birthday. If the Primary Annuitant is also the Owner and the Primary Annuitant dies, his or her spouse must be Successor Owner in order for the Secondary Annuitant to become the Annuitant. It may happen that when a Secondary Annuitant becomes the Annuitant, the Annuity Starting Date in effect is after their 95th birthday. In that case we will automatically advance the Annuity Starting Date to the anniversary following that 95th birthday. It may happen that the Secondary Annuitant is also the Beneficiary when the Primary Annuitant dies. In that case we will automatically change the Beneficiary to the person chosen as Successor Beneficiary. If no Successor Beneficiary was chosen, the Beneficiary will be the Secondary Annuitant's executors or administrators. ================================================================================ 13. The Variable Account What is the Variable Account and what is its purpose? The Variable Account is an investment account established and maintained by us, separate from our general account or other separate accounts. The variable benefits under this Contract are provided through investments we make in the Variable Account. It is used for our flexible payment variable annuity contracts and, if permitted by law, may be used for other contracts. What else should I know about the Variable Account? We own the assets in the Variable Account. Assets equal to the reserves and other liabilities of the Variable Account will not be charged with liabilities that arise from any other business we conduct. We may from time to time transfer to our general account, assets which exceed the reserves and other liabilities of the Variable Account. The Variable Account is registered with the Securities and Exchange Commission (SEC) as a unit investment trust under the Investment Company Act of 1940. It is also governed by the laws of the state of Arizona. What changes can the Company make to the Variable Account? We may, to the extent permitted by applicable laws and regulations, make these changes: (a) the Variable Account may be operated as a management company under the Investment Company Act of 1940; or (b) the Variable Account may be de-registered under that Act if registration is no longer required; or (c) the Variable Account may be combined with any of our other separate accounts. What should I know about Sub-accounts? We use the assets of each separate Sub-account to buy shares in a corresponding portfolio of the applicable fund. (See Section 2). What rights does the Company have to change Sub-accounts? We reserve the right to establish new Sub-accounts or eliminate one or more Sub-accounts if marketing needs, tax considerations or investment conditions warrant. Any new Sub-accounts may be made available to existing contracts on a basis to be determined by us. If any of these changes are made, we may by appropriate endorsement change the Contract to reflect the change. Income and realized and unrealized gains or losses from assets of each Sub-account are credited to or charged against that Sub-account without regard to income, gains or losses in the other Sub-accounts, our general account or any other separate accounts. We reserve the right to credit or charge a Sub-account in a different manner if required, or appropriate, by reason of a change in the law. - -------------------------------------------------------------------------------- PAGE 14 ================================================================================ When will the Company value the assets in the Sub-accounts? We will value the assets of each Sub-account on each Business Day after the assets in its corresponding fund portfolio have been valued on that Day. What changes can the Company make to the Portfolio? If, in our judgment, a portfolio no longer suits the purposes of the Contract due to a change in its investment objectives or restrictions, we may substitute shares of another portfolio of that fund or shares of another investment fund. But, we will notify You before doing so and, to the extent required by law, we will get prior approval from the SEC and the Arizona Insurance Department. Such approval process is on file with the Arizona Insurance Department. We also will get any other required approvals. ================================================================================ 14. Sub-Account Unit Value What is the Unit value of each Sub-account? The Unit value of each Sub-account on its first Business Day was set at $10. To determine the Unit value of a Sub-account on any subsequent Business Day, the Company takes the prior Business Day's Unit Value and multiplies it by the Net Investment Factor for the current Business Day. The Net Investment Factor for the each Sub-account equals: 1. the Net Asset Value per share of each Fund held in the Sub-account at the end of the current Business Day; divided by 2. the net asset value per share of each Fund held in the Sub-account at the end of the prior Business Day; minus 3. the Daily Mortality/Expense Risk Charge and any other applicable charges adjusted for the number of days in the period. The current amount of that Charge is shown on page 3. We may increase the Charge but it will never be more than the guaranteed maximum shown on page 3. If we change the amount of the Charge we will send an endorsement to show the change. Amounts allocated to a Sub-account are used to purchase Units in that Sub-account. An example of a transaction where amounts are allocated to a Sub-account is a purchase payment. Amounts allocated against a Sub-account result in the redemption of Units in that Sub-account. An example of a transaction where amounts are allocated against a Sub-account is a partial surrender. The number of Units purchased or redeemed is equal to the dollar amount of the allocation divided by the Sub-account's Unit value on the applicable Business Day. The number of Units in a Sub-account on a Business Day is equal to the number of Units purchased for the Sub-account before any transactions are processed on that Day minus the number of Units redeemed in that Sub-account before any transactions are processed on that Day. ================================================================================ 15. Guaranteed Interest Account What is the Guaranteed Interest Account? The Guaranteed Interest Account is an account which is part of our general account. The general account consists of all of our assets except those held by the Variable Account and other separate accounts maintained by us. What is an Accumulation Period? An Accumulation Period is the specified period offered by us, during which the applicable guaranteed interest rate will apply to funds allocated or transferred into that Period. What Accumulation Periods are offered? The Accumulation Periods offered by us at issue are shown on page 3. We reserve the right to change the Periods offered or to discontinue offering new Accumulation Periods. - -------------------------------------------------------------------------------- PAGE 15 ================================================================================ When does an Accumulation Period start and end? The Accumulation Period (if available), starts on the Business Day that falls on, or next follows, the date we allocate the Purchase Payment or transfer Fund Value into the Guaranteed Interest Account in accordance with your Accumulation Period choice or transfer request, and ends on the last day of that Period. What interest rate applies to the Guaranteed Interest Account? The guaranteed annual interest rate that applies in the calculation of Fund Value will be declared by us monthly or at the beginning of each available Accumulation Period you select. Those rates will never be less than the Guaranteed Minimum Interest Rate shown in Section 1. Interest in excess of the Guaranteed Minimum Interest Rate may be applied in the calculation of Fund Value in a manner determined by us. What is an Accumulation Period account? An Accumulation Period account is created each time you allocate all or a portion of a Purchase Payment or transfer Fund Value into an available Accumulation Period offered by us. Can I allocate Purchase Payments to more than one Accumulation Period and is there a limit? Yes, you can allocate Purchase Payments or transfer Fund Value to one or more available Accumulation Periods at any time provided the Accumulation Period you select will not extend beyond the Annuity Starting Date. Allocations to the Guaranteed Interest Account may be limited as follows. We reserve the right to limit the Fund Value in the Guaranteed Interest Account to a percentage of the total Fund Value held under the Contract. That percentage will never be less than 10%. If we impose this limit, we will reject any allocation to the Guaranteed Interest Account if the Fund Value in that Account exceeds the limit or, if that allocation would cause the Fund Value in the Guaranteed Interest Account to exceed that limit. What happens at the end of an Accumulation Period? We will send a notice to you at least 15 but not more than 45 days before the end of an Accumulation Period. The notice will show the Accumulation Periods and applicable interest rates then being offered by us, if any. Within 30 days before the end of the Accumulation Period, you may elect a new Period if available, or surrender all or part of the Fund Value in that Period without a Market Value Adjustment. If you do not elect a new Period, or request a full surrender, we will automatically allocate that Fund Value to a new Accumulation Period of equal duration, if available, at the interest rate then being declared. If an Accumulation Period of equal duration is no longer offered by us or, if that duration would extend the new Accumulation Period beyond the Annuity Starting Date, we will allocate the Fund Value into the closest, shorter Accumulation Period. The start of a new Accumulation Period is the ending date of the previous Accumulation Period. If no Accumulation Period is offered by us, the Fund Value will be transferred into the Money Market Sub-account. What is the Market Value Adjustment? The Market Value Adjustment is an amount that is added to or deducted from any transfer or full/partial surrender from the Guaranteed Interest Account before application of any surrender charge. It will not apply to requests for: (a) transfers or full/partial surrenders received at our Administrative Office within 30 days before the end of the applicable Accumulation Period; or (b) transfers or full/partial surrenders from a 1 year Accumulation Period account (if applicable); or (c) partial surrenders made in accordance with the Free Partial Surrender Amount provision. See Full and Partial Surrenders section; or (d) full/partial surrenders after the 10th contract year if the proceeds are used to provide Annuity Payments; or (e) full/partial surrenders after the 3rd contract year if the proceeds are used to provide Annuity Payments payable over the lifetime of a - -------------------------------------------------------------------------------- PAGE 16 ================================================================================ single Payee (under Settlement Option 3), or joint Payees (under Settlement Option 3A). See Settlement Options section; or (f) partial surrenders being made with respect to a required minimum distribution in accordance with the requirements of the Internal Revenue Code of 1986 (Code); or (g) amounts refunded under the Right to Return Contract Provision. The Market Value Adjustment is determined by multiplying the amount of transfer or full/partial surrender by (a) divided by (b), accumulated for the time remaining in the applicable Accumulation Period, minus 1, where: (a) is 1 plus the interest rate then being credited for the Accumulation Period from which the transfer or full/partial surrender is taken. (b) is 1 plus the interest rate then being declared for an Accumulation Period equal to the original Accumulation Period, plus 0.25%. Regarding (b) above: if an Accumulation Period equal to the original Accumulation Period is not available, 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 available Accumulation Period. If the Company is no longer offering an Accumulation Period or declaring rates on new payments, we will use U.S. Treasury yields adjusted for investment risk as the basis for the Market Value Adjustment. ================================================================================ 16. Dollar Cost Averaging Plus Account This Dollar Cost Averaging Plus Account is not available if an Enhanced Purchase Payment Rider is a part of this Contract. What is the Dollar Cost Averaging Plus Account? The Dollar Cost Averaging Plus Account (DCA Plus) is an account, which is part of our general account but distinct from the Guaranteed Interest Account. Purchase Payments allocated to and held in the DCA Plus earn interest during the DCA Plus Period elected. How does the DCA Plus work? The DCA Plus is designed to allow you to transfer Fund Value from the DCA Plus to the Sub-accounts of the Variable Account either monthly or quarterly, (as elected by you) over a specific period of time. The amount of Fund Value transferred from the DCA Plus to the Sub-accounts will be a level amount based on the selected Period. What DCA Plus Periods are available? Currently, Purchase Payments may be allocated to a 6 month or 12 month DCA Plus Period. We reserve the right to eliminate any or all DCA Plus Periods offered. When does a DCA Plus Period start and end? A DCA Plus Period starts on the Business Day that falls on or next follows, the date we allocate the Purchase Payment to the DCA Plus, and ends on the last day of that Period. What interest rate applies to the DCA Plus? The guaranteed annual interest rate that applies to the balance in each available DCA Plus Period will be declared by us from time to time. These rates will never be less than the Guaranteed Minimum Interest Rate shown in Section 1. Are there any rules for allocations to the DCA Plus? Yes. The minimum amount of Purchase Payment you may allocate to a DCA Plus Period is shown in Section 1. After the third contract anniversary, no further allocations may be made to the DCA Plus. What is a DCA Plus Period account? A DCA Plus Period account is created each time you allocate all or a portion of a Purchase Payment into an available DCA Plus Period. Can I allocate Purchase Payments to more than one DCA Plus Period? Yes, you may allocate Purchase Payments to more than one DCA Plus Period. - -------------------------------------------------------------------------------- PAGE 17 ================================================================================ 17. Annual Contract Charge What is the Annual Contract Charge and when will it be deducted? An Annual Contract Charge is a charge for administrative expenses. The guaranteed maximum amount of the charge is shown in Section 1. The Annual Contract Charge will be deducted on each contract anniversary and on full surrender of the Contract. But, we may charge less than that maximum, or waive the charge entirely, in accordance with our procedure in effect at the time of the deduction. We will give at least 30 days written notice of our intention to change the Charge. We will waive the charge due on any contract anniversary on which the Fund Value is greater than or equal to the amount shown in Section 1. (See Annual Contract Charge on page 3). How will the Charge be allocated against the accounts? The amount of the Charge will be allocated against all Sub-accounts, the Guaranteed Interest Account and the Dollar Cost Averaging Plus Account in the same proportion that the Fund Value held in each bears to the total Fund Value in the Contract. What if the Contract's Fund Value is insufficient to cover the Annual Contract Charge on the day it is to be deducted? If the Contract's Fund Value is insufficient to cover the Annual Contract Charge, then the Contract will end without value on that day. ================================================================================ 18. Dates and Contract Periods How are periods measured in the Contract? Months, years and anniversaries are measured from the Effective Date unless we state otherwise. Contract months start on the same date in each calendar month as the Effective Date. That means if the Effective Date is on the 1st of the month, then each contract month will start on the 1st of the month. What if the Effective Date is a date that doesn't occur in all months, such as the 31st? If the Effective Date is the 29th, 30th or 31st of a month, there will be some calendar months when there is no such date. For those months the contract month will start on the last day of the calendar month. Where dates are shown, the numbers stand for month, day and year, in that order. The Effective Date is shown on Page 1. ================================================================================ 19. General Provisions What makes up this Contract? This Contract has been issued in consideration of the application and payment of the initial Purchase Payment shown in Section 1. The application, a copy of which is attached, is a part of the Contract. The Contract, any attached riders and/or endorsements and the application make up the entire contract. The questions in this Contract, including the questions in any rider or endorsement attached hereto, are for purposes of convenience and reference only. They shall not in any way limit or affect the meaning or interpretation of any of the terms and conditions of this Contract. How does the Company use the statements I make in the application? All statements made in the application will be considered to be representations and not warranties. No statement may be used to make this Contract invalid or to deny a claim under it, unless the statement is contained in the written application, a copy of which must have been attached to the Contract at issue or delivery. When will this Contract be incontestable? This Contract will be incontestable from its Date of Issue. - -------------------------------------------------------------------------------- PAGE 18 ================================================================================ What if the Annuitant's age, date of birth or gender has been misstated? If the Annuitant's age, date of birth or gender has been misstated, any amount payable by us at any time will be that which the Purchase Payments paid would have bought at the correct age and gender. Any overpayment by us will be deducted from the payment or payments made after the correction of the misstatement. Any underpayment by us will be added to the payment or payments made after the correction of the misstatement. How does the Company handle an Assignment of this Contract? We shall not be charged with notice of assignment of any interest in this Contract until the assignment (or a copy) is received and recorded at our Administrative Office. We are not responsible as to the validity or effect of any assignment. We may rely solely on the statement of the assignee as to the amount of his or her interest. The interest of any Beneficiary or other person will be subordinate to any assignment, whenever made. The assignee will receive any sum payable to the extent of his or her interest. What may the Company require for Contract payment? In any settlement (payout) of this Contract, by reason of death, surrender, or otherwise, we may require the return of the Contract. Due proof of death must be submitted to us at our Administrative Office. What do Relationships in any beneficiary or other designation refer to? Relationships used in any beneficiary or other designation will refer to the Annuitant unless the wording indicates otherwise. Who has the authority to change this Contract? No change in the Contract will be valid until it is approved by one of our executive officers. This approval must be endorsed on or attached to this Contract. No agent or other person has authority to change this Contract, waive any of its provisions or accept representations or information not in the written application. Can the Company postpone any Payments or transfers? We will usually pay any amount payable on surrender or partial surrender within 7 days after we receive written request for the payment at our Administrative Office. We will usually pay any death proceeds within 7 days after we receive due proof of death. But, any surrender payment involving Cash Value in the Guaranteed Interest Account or Dollar Cost Averaging Plus Account may be postponed for up to 6 months from the date we receive the request for a surrender. And, any payment involving a determination of Cash Value in Sub-accounts may be postponed in any case whenever: (a) the New York Stock Exchange (or International Exchange) is closed (except for customary weekend and holiday closings), or trading on the New York Stock Exchange is restricted as determined by the Securities and Exchange Commission (SEC); or (b) the SEC determines that a state of emergency exists, so that valuation of the assets of the Variable Account or disposal of securities is not reasonably practicable. Transfers among Sub-accounts, and allocations to and against Sub-accounts, also may be postponed under the circumstances described in (a) and (b) above. What reports will the Company send? We will send an annual report to the Owner showing the then current status of the Contract. It will show since the last report: Purchase Payments received; Annual Contract Charge; any partial surrenders (reflecting any Market Value Adjustments and any surrender charges); and any transfers (reflecting any Market Value Adjustments and - -------------------------------------------------------------------------------- PAGE 19 ================================================================================ any transfer charges). It will show as of the current report date: Cash Value. It will also show as of the current and prior report dates: Fund Value; Sub-account Unit values; Fund Value in the Guaranteed Interest Account; Fund Value in the Dollar Cost Averaging Plus Account; and any other information required by state law or regulation. We will also send an annual statement of investments held under the Sub-accounts of the Variable Account. We also will send to the Owner any reports required by the Investment Company Act of 1940. Does this Contract pay dividends? We pay no dividends on this Contract. ================================================================================ 20. Settlement Options What is a Settlement Option? Instead of being paid in a single sum, you may elect to receive any death or surrender proceeds from this Contract in the form of a Settlement Option. If you elect a Settlement Option in the form of income payments, the dollar amount of the payments and how long will we pay them (for example, over the lifetime of a single Payee or joint Payees), will depend on the terms of that settlement. Any paid-up annuity, cash surrender, or death benefits that may be available under the Contract are not less than the minimum benefits required by any statute of the state in which the Contract is delivered. Can any proceeds be paid in a single sum? Yes, if one of the Settlement Options described below is not elected, any death or surrender proceeds will be paid in a single sum. - Whom can I select as the payee under a Settlement Option? Any natural person (not a business entity or trust) in his or her own right. The Payee must be the person to whom proceeds are payable under this Policy. When can I elect a Settlement Option? At any time while the Annuitant is living, you may elect to have the proceeds paid under one of the Settlement Options described below. How can I elect or change a Settlement Option for Death Proceeds? You may choose an option or change a prior election while the Annuitant is living by sending written request to us at our Administrative Office. However, we must record this choice or change. You do not need to return the Contract to us to make the choice or change unless we ask for it. What is the minimum amount of proceeds I can elect to have applied toward one of these Settlement Options? The amount of proceeds applied toward any of these Settlement Options must be at least $1,000. Can the Payee choose a Settlement Option? Yes, if the Payee was to receive the proceeds in a single sum, the Payee may instead choose one of the Settlement Options for proceeds not yet paid. This must be done by written request to us at our Administrative Office not more than 1 month after the proceeds become payable. What Settlement Options are available? - -- Option 1. Interest Income- Under this option, we hold the proceeds and credit interest earned on those proceeds to the Payee. We set the rate of interest for each year, but that rate will never be less than 2 3/4% a year. This Option will continue until the earlier of the date the Payee dies or the date you elect another Settlement Option. - -- Option 2. Income for Specified Period- Under this option, the Payee receives an income for the number of years chosen. We then calculate an income that will be based on the Minimum Monthly Income Table 2 for that period. Note that the longer the period selected (i.e. number of years) the lower the dollar amount per $1,000 of proceeds. Payments may be increased by additional interest as we may determine for each year. - -------------------------------------------------------------------------------- PAGE 20 ================================================================================ - -- Option 3. Single Life Income- Under this option, a number of years called the period certain is chosen. We will then pay income to a single Payee for as long as that Payee lives or for the number of years chosen (the period certain), whichever is longer. If the Payee dies after the end of the period certain, the income payments will stop. The period certain elected may be: (a) 0, 10, or 20 years; or (b) until the total income payments equal the proceeds applied (this is called a refund period certain). The amount of the income payments will be figured by us on the date the proceeds become payable. This amount will be at least as much as the applicable amount shown in the Minimum Monthly Income Table 3. The income amounts are based on the 1983 Table a (discrete functions, without projections for future mortality) with 3 1/2% interest. If the income payments for the period certain elected are the same as income payments based on another available longer period certain, we will deem an election to have been made for the longer period certain. - -- Option 3A. Joint Life Income- We pay income during the joint lifetime of two people (the Payee and another person). That means if one person dies, we will continue to pay the same income (or a lesser income) to the survivor for as long as the survivor lives. The survivor may receive the same dollar amount that we were paying before the first Payee died or two-thirds of that amount depending on the election made at the time of settlement. Note that if the lesser (two-thirds) amount paid to the survivor is elected, the dollar amount payable while both persons are living will be larger than it would have been if the same amount paid to the survivor had been elected. The amount of income payable while both persons are living (the joint lifetime) will be figured by us on the date the proceeds become payable. This amount will be at least as much as the applicable amount shown in the Minimum Monthly Income Table 3A. The minimum income amounts are based on the 1983 Table a (discrete functions, without projections for future mortality) with 3 1/2% interest. If a person for whom Option 3A is chosen dies before the first income amount is payable, the survivor will receive settlement instead under Option 3 with 10 years certain. - -- Option 4. Income of Specified Amount- Under this Option, the dollar amount of the income payments is chosen. We will pay that amount for as long as the proceeds and interest last; but, the dollar amount chosen must add up to a yearly amount of at least 10% of the proceeds applied. Interest will be credited annually on the balance of the proceeds. We set the rate of interest for each year, but that rate will never be less than 2 3/4% a year. Are any other Settlement Options available? Yes, the proceeds may be settled under any other option we may agree to. How often will the Payee receive income payments? Payment will be made monthly unless quarterly, semi-annual or annual payment is requested by you (or the Payee) when the option is chosen. If payments of the chosen frequency would be less than $25 each, we may use a less frequent payment basis. Multiply the monthly payment by the appropriate factor to obtain less frequent payment amounts. Semi- Quar- Ann. Ann. terly - -------------------------------------------------------------------------------- OPTION 2 11.85 5.97 2.99 - -------------------------------------------------------------------------------- OPTION 3 0 Years Certain 11.68 5.90 2.97 - -------------------------------------------------------------------------------- OPTION 3 20 Years Certain, or Refund Period Certain 11.80 5.95 2.99 - -------------------------------------------------------------------------------- OPTION 3 10 Years Certain or OPTION 3A 11.74 5.92 2.97 - -------------------------------------------------------------------------------- PAGE 21 ================================================================================ Will I (or the Payee) receive an explanation of the Settlement Option? Yes, you (or the Payee) will receive a supplementary contract when the proceeds are settled under one of these options. The contract will state the terms of the settlement. What will be paid when the Payee dies after the effective date of the supplementary contract? The amount payable under each Option at the Payee's death will be paid as stated below in a single sum to the Payee's executors or administrators unless otherwise provided in the settlement approved by us at the time it was chosen. Option 1 or 4 - Any unpaid proceeds and interest to the date of death. Options 2 or 3 - The amount which, with compound annual interest, would have provided any future income payments for: (a) the specified period (Option 2); or (b) the specified period certain (Option 3). Interest will be at the rate or rates assumed in computing the amount of income. What else should I know about Settlement Options? Before we pay Option 3 or 3A, we shall need proof of age of the Payee(s) which satisfies us. MINIMUM MONTHLY INCOME TABLES These Tables show the minimum monthly income per $1,000 of proceeds applied under the applicable option. Table 2 - Income for a Specified Period Option Monthly Monthly Years Amount Years Amount - --------------------------------- 1 $84.37 11 $8.75 2 42.76 12 8.13 3 28.89 13 7.60 4 21.96 14 7.15 5 17.80 15 6.76 6 15.03 16 6.41 7 13.06 17 6.11 8 11.58 18 5.85 9 10.42 19 5.61 10 9.50 20 5.39 - -------------------------------------------------------------------------------- PAGE 22 ================================================================================ Minimum Monthly Income Tables (continued) Table 3 - Single Life Income Option. The life income shown is based on the Payee's age last birthday on the due date of the first income payment.
===================================================================================== 10 Years Certain 20 Years Certain 10 Years Certain 20 Years Certain - ---------------- ---------------- ---------------- ---------------- Male Female Age Male Female Male Female AGE Male Female ===================================================================================== $3.21 $3.14 10* $3.20 $3.13 $3.74 3.56 35 $3.71 $3.55 3.22 3.15 11 3.21 3.14 3.78 3.59 36 3.75 3.58 3.23 3.16 12 3.23 3.15 3.82 3.62 37 3.78 3.61 3.24 3.17 13 3.24 3.17 3.86 3.65 38 3.82 3.64 3.26 3.18 14 3.25 3.18 3.90 3.69 39 3.85 3.67 3.27 3.19 15 3.27 3.19 3.94 3.72 40 3.89 3.70 3.29 3.20 16 3.28 3.20 3.99 3.76 41 3.93 3.73 3.30 3.22 17 3.30 3.21 4.04 3.80 42 3.98 3.77 3.32 3.23 18 3.31 3.23 4.09 3.84 43 4.02 3.81 3.34 3.24 19 3.33 3.24 4.14 3.88 44 4.06 3.84 3.36 3.26 20 3.35 3.25 4.20 3.92 45 4.11 3.88 3.37 3.27 21 3.37 3.27 4.25 3.97 46 4.16 3.93 3.39 3.29 22 3.38 3.28 4.31 4.02 47 4.21 3.97 3.41 3.30 23 3.40 3.30 4.38 4.07 48 4.26 4.01 3.43 3.32 24 3.42 3.32 4.44 4.12 49 4.31 4.06 3.46 3.34 25 3.45 3.33 4.51 4.18 50 4.37 4.11 3.48 3.36 26 3.47 3.35 4.58 4.24 51 4.42 4.16 3.50 3.38 27 3.49 3.37 4.66 4.30 52 4.48 4.21 3.53 3.40 28 3.52 3.39 4.74 4.36 53 4.54 4.27 3.56 3.42 29 3.54 3.41 4.82 4.43 54 4.60 4.32 3.58 3.44 30 3.57 3.43 4.91 4.51 55 4.66 4.38 3.61 3.46 31 3.59 3.45 5.00 4.58 56 4.72 4.44 3.64 3.49 32 3.62 3.48 5.10 4.66 57 4.78 4.51 3.67 3.51 33 3.65 3.50 5.20 4.75 58 4.85 4.57 3.71 3.54 34 3.68 3.52 5.31 4.84 59 4.91 4.64 ================================================================ 10 Years Certain 20 Years Certain 0 Years Certain - ---------------- ---------------- ------------------- Male Female AGE Male Female Male AGE Female ================================================================ $5.42 $4.93 60 $4.97 $4.71 $3.46 25 $3.34 5.54 5.04 61 5.04 4.77 3.59 30 3.44 5.67 5.14 62 5.10 4.84 3.75 35 3.57 5.80 5.25 63 5.16 4.91 3.96 40 3.73 5.94 5.37 64 5.22 4.98 4.22 45 3.93 6.08 5.50 65 5.28 5.05 4.56 50 4.20 6.23 5.63 66 5.33 5.12 4.99 55 4.54 6.38 5.77 67 5.38 5.19 5.57 60 5.00 6.54 5.92 68 5.43 5.25 6.39 65 5.64 6.71 6.07 69 5.48 5.32 7.53 70 6.53 6.88 6.23 70 5.52 5.38 7.05 6.40 71 5.55 5.43 Refund Period 7.22 6.58 72 5.59 5.48 Certain 7.40 6.76 73 5.62 5.53 -------------------- 7.57 6.95 74 5.64 5.57 Male AGE Female ==================== 7.75 7.15 75 5.66 5.60 $3.44 25 $3.33 7.92 7.34 76 5.68 5.63 3.56 30 3.42 8.09 7.54 77 5.70 5.66 3.70 35 3.54 8.26 7.74 78 5.71 5.68 3.88 40 3.69 8.42 7.94 79 5.72 5.70 4.11 45 3.87 8.57 8.14 80+ 5.73 5.71 4.38 50 4.11 4.73 55 4.40 5.18 60 4.78 5.76 65 5.28 6.52 70 5.94
* and under + and over The minimum income for any age not shown in the 0 Years Certain and Refund Period Certain columns is calculated on the same mortality and interest assumptions as the minimum income for the ages shown and will be quoted on request. ================================================================================ Table 3A - Joint Life Income Option The income shown is based on the ages (at last birthday on the due date of the first income payment) of the 2 persons during whose joint lifetime payments are to be made. ================================================================================ Same Income Continued to Survivor ============================================== AGE AGE OF MALE OF ===================================== FEMALE 50 55 60 65 70 ============================================== 50 $3.89 $3.98 $4.04 $4.09 $4.13 55 4.03 4.16 4.27 4.36 4.42 60 4.16 4.34 4.51 4.66 4.78 65 4.27 4.51 4.76 4.99 5.20 70 4.37 4.66 4.99 5.34 5.67 Two-Thirds of Income Continued to Survivor ============================================== AGE AGE OF MALE OF ===================================== FEMALE 50 55 60 65 70 ============================================== 50 $4.20 $4.35 $4.51 $4.69 $4.89 55 4.36 4.54 4.73 4.95 5.18 60 4.55 4.76 4.99 5.25 5.53 65 4.76 5.01 5.29 5.62 5.97 70 4.99 5.28 5.63 6.04 6.49 The minimum income for any other combination of ages or for 2 persons of the same gender are calculated on the same mortality and interest assumptions as the minimum income for the combination of ages shown and will be quoted on request. - -------------------------------------------------------------------------------- PAGE 23 RECREATION DATA Policy Number: BGP0000800 Policy Form Number: B7-03-2 Riders: 03108 03109 03110 03111 03112 03114 03115 Endorsements: 03205 03204 EX-4.(B) 5 dex4b.txt FORM OF RIDERS TO FLEXIBLE PAYMENT VARIABLE ANNUITY CONTRACT Exhibit (4)(b) ================================================================================ Rider attached to and forming a part of Contract issued by MONY Life Insurance Company of America The effective date of this Rider is the date of issue of the Contract. If any provision of this Rider is inconsistent with any provision of the Contract, the Rider provision controls the Rider. ================================================================================ GUARANTEED MINIMUM INCOME BENEFIT RIDER WITH 5% ANNUAL INTEREST ================================================================================ The Benefit What is the benefit of this Rider? This Rider provides a guaranteed minimum value called the "Guaranteed Annuitization Value". If certain conditions are met, the Guaranteed Annuitization Value may be used to provide lifetime Annuity Payments (income payments) that are greater than the Annuity Payments that would be provided by the base Contract or other riders. What does "Annuitization" mean? "Annuitization" is the process where value under the Contract is used to provide Annuity Payments. How is the "Guaranteed Annuitization Value" calculated? The Guaranteed Annuitization Value is the sum of (a) plus (b) plus (c) less (d) where: (a) is each net Purchase Payment allocated to the Sub-accounts of the Variable Account, plus interest accumulated at an annual rate of 5%; less: (i) each partial surrender allocated against the Sub-accounts up to 5% of the Fund Value at the beginning of the contract year; and (ii) a proportionate reduction for each partial surrender allocated against the Sub-accounts in excess of 5% of the Fund Value at the beginning of the contract year; and (b) is all net Purchase Payments allocated to the Guaranteed Interest Account including applicable interest accumulated thereunder, less any partial surrenders allocated against that Account (after application of any Market Value Adjustment); and (c) is all net Purchase Payments allocated to the Dollar Cost Averaging Plus Account including applicable interest accumulated thereunder, less any partial surrenders allocated against that Account; and (d) is any Debt due us, if applicable. Interest in (a) above is accumulated from the date we receive the Purchase Payment to the contract anniversary immediately prior to the Annuitants 81st birthday. Partial surrenders reflect any surrender charge (See the Full And Partial Surrenders section of the Contract). How are proportionate reductions determined? For each partial surrender, the proportionate reduction is equal to the amount of that partial surrender divided by the Fund Value immediately before that partial surrender, multiplied by the Guaranteed Annuitization Value immediately before that partial surrender. Is there a limit on the Guaranteed Annuitization Value? Yes. The amount of Guaranteed Annuitization Value cannot exceed 300% of the net Purchase Payments less: (a) each partial surrender allocated against the Sub-accounts up to 5% of the Fund Value at the beginning of the contract year; and (b) a proportionate reduction for each partial surrender allocated against the Sub-accounts in excess of 5% of the Fund Value at the beginning of the contract year; and (c) each partial surrender allocated against the Guaranteed Interest Account (after application of any Market Value Adjustment); and ================================================================================ (d) each partial surrender allocated against the Dollar Cost Averaging Plus Account. Partial surrenders reflect any surrender charge (see Full And Partial Surrenders section of the Contract). What conditions must be met for annuitization using the Guaranteed Annuitization Value? For annuitization using the Guaranteed Annuitization Value, the following conditions must be met: 1. The Contract must have been in force for at least 10 years. 2. The Annuitant must have attained age 60. 3. The annuitization must be elected within 30 days after a contract anniversary. 4. The Settlement Option chosen must be payable over the lifetime of a single Payee, or joint Payees. 5. The entire amount of Guaranteed Annuitization Value must be used for annuitization. Payment is subject to all provisions and limitations of this Rider and the Contract to which it is attached. What monthly income rates will be used for annuitization using the Guaranteed Annuitization Value? The Guaranteed Annuitization Value provides Annuity Payments based on the 1983 Table a Projection Scale G with 3% interest. After Annuitization using the Guaranteed Annuitization Value, can I make withdrawals? No. Once Annuity Payments provided by the Guaranteed Annuitization Value begin, no withdrawals may be made. Can I annuitize the Contract at any time? Yes. You can annuitize the Contract at any time using the Contract's Fund Value. Rider Cost What is the cost of this Rider? The cost of this Rider is a percentage (shown in Section 1) of the Guaranteed Annuitization Value on the last day of each month. The charge will never exceed the guaranteed maximum shown in Section 1 for the duration of the Contract. ================================================================================ Rider Termination Can I terminate this Rider? No. This Rider cannot be terminated and will remain in force for the duration of the Contract. When will this Rider end? This Rider will end on the earliest of: (a) the date of the Owner's death; (b) the date of the Annuitant's death; (c) the Annuity Starting Date; (d) the date the Contract is surrendered for its Cash Value. What does it mean when the Rider ends? On and after its end, this Rider will have no force. /s/ David S. Waldman - ------------------------------- DAVID S. WALDMAN, Secretary ================================================================================ Rider attached to and forming a part of Contract issued by MONY Life Insurance Company of America The effective date of this Rider is the date of issue of the Contract. If any provision of this Rider is inconsistent with any provision of the Contract, the Rider provision controls the Rider. ================================================================================ GUARANTEED MINIMUM INCOME BENEFIT RIDER WITH ANNUAL RECALCULATION ================================================================================ The Benefit What is the benefit of this Rider? This Rider provides a guaranteed minimum value called the "Guaranteed Annuitization Value". If certain conditions are met, the Guaranteed Annuitization Value may be used to provide lifetime Annuity Payments (income payments) that are greater than the Annuity Payments that would be provided under the base Contract or any other riders. What does "Annuitization" mean? "Annuitization" is the process where value under the Contract is used to provide Annuity Payments. How is the "Guaranteed Annuitization Value" recalculated on each contract anniversary? On the first contract anniversary, the Guaranteed Annuitization Value is equal to the Fund Value of the Contract. Measured from that first anniversary, on each subsequent anniversary that occurs prior to the Annuitant's 81st birthday, the Guaranteed Annuitization Value will be recalculated to equal the greater of: (a) the Fund Value on that contract anniversary; or (b) the current Guaranteed Annuitization Value: (i) less each partial surrender made since the most recent recalculation anniversary up to 5% of the Guaranteed Annuitization Value at the beginning of the contract year; (ii) less a proportionate reduction for each partial surrender made since the most recent recalculation anniversary in excess of 5% of the Guaranteed Annuitization Value at the beginning of the contract year; (iii) plus any net Purchase Payments made since the most recent recalculation anniversary. Partial surrenders reflect any Surrender Charge (after application of any Market Value Adjustment). What amount of Guaranteed Annuitization Value will be applicable for annuitization? The amount of Guaranteed Annuitization Value that will be applicable for annuitization will be the current Guaranteed Annuitization Value: (i) less each partial surrender made since the most recent recalculation anniversary up to 5% of the Guaranteed Annuitization Value at the beginning of the contract year; (ii) less a proportionate reduction for each partial surrender made since the most recent recalculation anniversary in excess of 5% of the Guaranteed Annuitization Value at the beginning of the contract year; (iii) plus any net Purchase Payments made since the most recent recalculation anniversary; (iii) less any Debt due us, if applicable. Payment is subject to all provisions and limitations of this Rider and the Contract to which it is attached. How are proportionate reductions determined? For each partial surrender, the proportionate reduction is equal to the amount of that partial surrender divided by the Fund Value immediately before that partial surrender, multiplied by the Guaranteed Annuitization Value immediately before that partial surrender. ================================================================================ Is there a limit on the Guaranteed Annuitization Value? Yes. The Guaranteed Annuitization Value cannot exceed 300% of the net Purchase Payments paid; (i) less each partial surrender up to 5% of the Guaranteed Annuitization Value at the beginning of the contract year; (ii) less a proportionate reduction for each partial surrender in excess of 5% of the Guaranteed Annuitization Value at the beginning of the contract year; (iii) less any Debt due us, if applicable. Partial surrenders reflect any surrender charge (after application of any Market Value Adjustment). What conditions must be met for annuitization using the Guaranteed Annuitization Value? For annuitization using the Guaranteed Annuitization Value, the following conditions must be met: 1. The Contract must have been in force for at least 10 years. 2. The Annuitant must have attained age 60. 3. The annuitization must be elected within 30 days after a contract anniversary. 4. The Settlement Option chosen must be payable over the lifetime of a single Payee, or joint Payees. 5. The entire amount of Guaranteed Annuitization Value must be used for annuitization. Payment is subject to all provisions and limitations of this Rider and the Contract to which it is attached. What monthly income rates will be used for annuitization using the Guaranteed Annuitization Value? The Guaranteed Annuitization Value provides Annuity Payments based on the 1983 Table a Projection Scale G with 3% interest. After Annuitization using the Guaranteed Annuitization Value, can I make withdrawals? No. Once Annuity Payments provided by the Guaranteed Annuitization Value begin, no withdrawals may be made. Can I annuitize the Contract at any time? Yes. You can annuitize the Contract at any time using the Contract's Fund Value. ================================================================================ Rider Cost What is the cost of this Rider? The cost of this Rider is a percentage (shown in Section 1) of the Guaranteed Annuitization Value on the last day of each month. The Charge will never exceed the guaranteed maximum shown in Section 1 for the duration of the Contract. ================================================================================ Rider Termination Can I terminate this Rider? No. This Rider cannot be terminated and will remain in force for the duration of the Contract. When will this Rider end? This Rider will end on the earliest of: (a) the date of the Owner's death; (b) the date of the Annuitant's death; (c) the Annuity Starting Date; (d) the date the Contract is surrendered for its Cash Value. What does it mean when the Rider ends? On and after its end, this Rider will have no force. /s/ David S. Waldman - ------------------------------- DAVID S. WALDMAN, Secretary ================================================================================ Rider attached to and forming a part of Contract issued by MONY Life Insurance Company of America The effective date of this Rider is the date of issue of the Contract. If any provision of this Rider is inconsistent with any provision of the Contract, the Rider provision controls the Rider. ================================================================================ GUARANTEED MINIMUM DEATH BENEFIT RIDER WITH ANNUAL RECALCULATION ================================================================================ The Benefit What is the benefit of this rider? This Rider provides an enhanced Guaranteed Minimum Death Benefit called the "Enhanced Death Benefit". The Enhanced Death Benefit, if greater than the Death Benefit described in the Contract or other riders, is payable to the Beneficiary of the Contract as of the date we receive due proof of the death of the Annuitant (or Secondary Annuitant, if applicable) and election of a settlement option, prior to the Annuity Starting Date. How is the Enhanced Death Benefit recalculated on each contract anniversary? On the first contract anniversary, the Enhanced Death Benefit is equal to the Fund Value of the Contract. Measured from that first anniversary, on each subsequent anniversary that occurs prior to the Annuitant's 81st birthday, the Enhanced Death Benefit will be recalculated to equal the greater of: (a) the Fund Value on that contract anniversary; or (b) the current Enhanced Death Benefit: (i) reduced proportionately by each partial surrender made since the most recent recalculation anniversary (reflecting any Market Value Adjustment, and any surrender charge); (ii) plus any net Purchase Payments made since the most recent recalculation anniversary. How are proportionate reductions determined? For each partial surrender, the proportionate reduction is equal to the amount of that partial surrender divided by the Fund Value immediately before that partial surrender, multiplied by the Enhanced Death Benefit immediately before that partial surrender. What is the amount of the Enhanced Death Benefit upon the death of the Annuitant (or Secondary Annuitant)? Upon the death of the Annuitant (or Secondary Annuitant), the amount payable will be: (a) the current Enhanced Death Benefit reduced proportionately by each partial surrender made since the most recent recalculation anniversary (reflecting any Market Value Adjustment, and any surrender charge) and less any Debt due us, if applicable; plus (b) any net Purchase Payments made since the most recent recalculation anniversary. Payment is subject to all provisions and limitations of this Rider and the Contract to which it is attached. Is there a limit on the Enhanced Death Benefit? Yes. The Enhanced Death Benefit cannot exceed 300% of the total Purchase Payments paid, reduced proportionately for any partial surrenders including any surrender charges (after application of any Market Value Adjustment) and less any Debt due us, if applicable. ================================================================================ Rider Cost Is there an additional cost for this Rider deducted from the Contract? Yes. The cost for this Rider is a daily percentage of Fund Value held in the Variable Account and is shown in Section 1. This charge is in addition to the charges otherwise applicable under the Contract and will not exceed the Guaranteed Maximum shown in Section 1 for the duration of the Contract. ================================================================================ Rider Termination Can I terminate this Rider? No. This Rider cannot be terminated and will remain in force for the duration of the Contract. When will this Rider end? This Rider will end on the earliest of: (a) the date of the Owner's death; (b) the date of the Annuitant's death; (c) the Annuity Starting Date; (d) the date the Contract is surrendered for its Fund Value. What does it mean when the rider ends? On and after its end, this rider will have no force. /s/ David S. Waldman - ------------------------------- DAVID S. WALDMAN, Secretary ================================================================================ Rider attached to and forming a part of Contract issued by MONY Life Insurance Company of America The effective date of this Rider is the date of issue of the Contract. If any provision of this Rider is inconsistent with any provision of the Contract, the Rider provision controls the Rider. ================================================================================ GUARANTEED MINIMUM DEATH BENEFIT RIDER WITH 5% ANNUAL INTEREST ================================================================================ The Benefit What is the benefit of this rider? This Rider provides an Enhanced Death Benefit which, if greater than the Death Benefit described in the Contract or in other riders, is payable to the Beneficiary of the Contract. Payment is made as of the date we receive due proof of the death of the Annuitant (or Secondary Annuitant, if applicable) and election of a settlement option, prior to the Annuity Starting Date. How is the Enhanced Death Benefit calculated? The Enhanced Death Benefit will be calculated as of the date we receive due the later of (a) due proof of death, and (b) election of a payout option, for the Annuitant (or Secondary Annuitant) prior to the Annuity Starting Date. The Enhanced Death Benefit is the sum of (a) plus (b) plus (c), less (d) where: (a) is all net Purchase Payments allocated to the Sub-accounts of the Variable Account, plus interest accumulated at an annual rate of 5%, reduced proportionately for each partial surrender allocated against the Sub-accounts; (b) is all net Purchase Payments allocated to the Guaranteed Interest Account including applicable interest accumulated thereunder, less each partial surrender allocated against that Account (after application of any Market Value Adjustment); and (c) is all net Purchase Payments allocated to the Dollar Cost Averaging Plus Account including applicable interest accumulated thereunder, less each partial surrender allocated against that Account; and (d) is any Debt due us, if applicable. Interest in (a) above is accumulated from the date we receive the Purchase Payment to the contract anniversary immediately prior to the Annuitant's 81st birthday. Partial surrenders reflect any surrender charge (see Full And Partial Surrenders section of the Contract). Payment is subject to all provisions and limitations of this Rider and the Contract to which it is attached. How are proportionate reductions determined? For each partial surrender, the proportionate reduction is equal to the amount of that partial surrender divided by the Fund Value immediately before that partial surrender, multiplied by the Enhanced Death Benefit immediately before that partial surrender. Is there a limit on the Enhanced Death Benefit? Yes. The amount of the Enhanced Death Benefit cannot exceed 300% of the total Purchase Payments: (a) reduced proportionately for any partial surrenders allocated against the Sub-accounts (including any surrender charge); and (b) less any partial surrenders allocated against the Guaranteed Interest Account after application of any Market Value Adjustment (including any surrender charge); and (c) less any partial surrenders allocated against the Dollar Cost Averaging Plus Account; and ================================================================================ (d) less any Debt due us, if applicable. ================================================================================ Rider Cost Is there an additional cost for this Rider deducted from the Contract? Yes. The cost for this Rider is a daily percentage of Fund Value held in the Variable Account and is shown in Section 1. This charge is in addition to the charges otherwise applicable under the Contract and will not exceed the Guaranteed Maximum shown in Section 1 for the duration of the Contract. ================================================================================ Rider Termination Can I terminate this Rider? No. This Rider cannot be terminated and will remain in force for the duration of the Contract. When will this Rider end? This Rider will end on the earliest of: (a) the date of the Owner's death; (b) the date of the Annuitant's death; (c) the Annuity Starting Date; (d) the date the Contract is surrendered for its Fund Value. What does it mean when the rider ends? On and after its end, this rider will have no force. /s/ David S. Waldman - ------------------------------- DAVID S. WALDMAN, Secretary ================================================================================ Rider attached to and forming a part of Contract issued by MONY Life Insurance Company of America The effective date of this Rider is the date of issue of the Contract. If any provision of this Rider is inconsistent with any provision of the Contract, the Rider provision controls the Rider. ================================================================================ ENHANCED PURCHASE PAYMENT RIDER ================================================================================ The Benefit What is the benefit of this rider? This Rider provides an additional amount called the Enhanced Payment Amount, which is added to certain benefits or values under the base Contract and any applicable riders as explained below. How is the Enhanced Payment Amount calculated? The Enhanced Payment Amount is calculated as a percentage (called the Enhanced Payment Percentage) of each Purchase Payment you make during the first contract year. Purchase Payments made after the first contract year are not credited with the Enhanced Payment Percentage. What is the Enhanced Payment Percentage? The Enhanced Payment Percentage is shown in Section 1. What are the benefits or values the Enhanced Payment Amount is added to? The benefits or values that the Enhanced Payment Amount is added to are: 1. the Fund Value under the base Contract; 2. the death benefit payable under the base Contract; 3. the death benefit payable under any Guaranteed Minimum Death Benefit Rider With Annual Recalculation 4. the Earnings Increase Amount under any Earnings Increase Death Benefit Rider; 5. the Guaranteed Annuitization Value under any Guaranteed Minimum Income Benefit Rider with Annual Recalculation; 6. the Free Partial Surrender Amount under the base Contract. What are the benefits or values the Enhanced Payment Amount is excluded from? The Enhanced Payment Amount is excluded from the following benefits or values: 1. the death benefit payable under any Guaranteed Minimum Death Benefit with 5% Annual Interest Rider; 2. the Guaranteed Annuitization Value under any Guaranteed Minimum Income Benefit Rider with 5% Annual Interest; 3. Amounts or Fund Value (as applicable), refunded under the Right to Return Contract provision of the Base Contract. How is the Enhanced Payment Amount reduced by full or partial surrenders I make? The Enhanced Payment Amount is reduced by full or partial surrenders, as follows 1. After the Right to Return Contract Period ends but before the eighth contract anniversary: (a) A full surrender will reduce the Enhanced Payment Amount to that portion of the Enhanced Payment Amount that was included in the Free Partial Surrender Amount; and (b) A partial surrender in excess of the Free Partial Surrender Amount under the Contract will result in a proportionate reduction in the Enhanced Payment Amount (see below) based on the amount of that excess. 2. After the third contract anniversary, if proceeds from a full or partial surrender are applied toward a settlement option payable ================================================================================ over the lifetime of single or joint payees, the Enhanced Payment Amount will not be reduced. 3. On or after the eighth contract anniversary, the Enhanced Payment Amount is fully vested and will not be reduced by any full or partial surrender. How are proportionate reductions determined? For each partial surrender, the proportionate reduction is equal to the amount of that partial surrender divided by the Fund Value immediately before that partial surrender, multiplied by the Enhanced Amount immediately before that partial surrender. ================================================================================ Rider Cost Is there an additional cost for this Rider deducted from the Contract? Yes During the first eight contract years, the cost for this Rider is a daily percentage of the Fund Value held in the Variable Account and is shown in Section 1. This charge is in addition to the charges otherwise applicable under the Contract. We may change the amount of the charge, but it will never exceed the Guaranteed Maximum shown in Section 1. After the eighth contract anniversary, the charge is dropped. How are the Guaranteed Interest Account declared rates affected by this Rider? Any interest rate applicable to allocations to the Guaranteed Interest Account will be reduced by a percentage equal to the daily charge for this Rider (shown in Section 1) until the end of the eighth contract year. ================================================================================ Rider Termination Can I terminate this Rider? No. This Rider cannot be terminated and will remain in force for the duration of the Contract. When will this Rider end? This Rider will end on the earliest of: (a) the date of the Owner's death; (b) the date of the Annuitant's death; (c) the Annuity Starting Date; (d) the date the Contract is surrendered for its Cash Value. What does it mean when the rider ends? On and after its end, this rider will have no force. /s/ David S. Waldman - ------------------------------- DAVID S. WALDMAN, Secretary ================================================================================ Rider attached to and forming a part of Contract issued by MONY Life Insurance Company of America The effective date of this Rider is the date of issue of the Contract. If any provision of this Rider is inconsistent with any provision of the Contract, the Rider provision controls the Rider. ================================================================================ NURSING HOME - TERMINAL ILLNESS - DISABILITY WAIVER RIDER ================================================================================ The Benefit What is the benefit of this rider? This Rider provides for the waiver of surrender charges for a full or partial surrender if one of the following events listed below occurs. The Annuitant: 1. is confined in a Nursing Home; or 2. is diagnosed with a terminal illness; or 3. becomes disabled; and certain conditions are met, all as explained below. What is a Nursing Home? A Nursing Home is a facility which: 1. is licensed by or legally operated in a state as a skilled or intermediate care facility; 2. provides 24 hour per day nursing care under the supervision of a registered nurse to persons who do not require hospitalization but who do require care above the level of room and board with assistance; 3. is under the supervision of a Physician; 4. maintains a daily clinical record of each patient in conformance with a plan of care. Nursing Home does not include a hospital or a facility licensed only to offer supervised or assisted room and board, rest care, care of the aged or treatment of alcoholism, drug addictions or mental or nervous disorders. What does diagnosed with a terminal illness mean? For purposes of this Rider, diagnosed with a terminal illness means that a Physician has medically diagnosed the Annuitant with a terminal illness and that such diagnosis indicates that death of the Annuitant is no more than 6 months from the date of diagnosis. What does disabled mean? For purposes of this Rider, disabled means that the Annuitant has begun to receive disability benefits under the disability provisions of the Social Security Act. What conditions must be met in order for the waiver of surrender charges to apply to a full or partial surrender? At the time a request for a full or partial surrender is made, the following conditions must be met in order for the waiver of surrender charges to apply to a full or partial surrender: 1. For Nursing Home confinement: (a) we must receive proof that the Annuitant is currently confined to a Nursing Home and has spent a period of 90 consecutive days in the Nursing Home; and (b) the confinement must have been prescribed by a Physician; and (c) the 90-day period must have started after the Contract's first anniversary. 2. For terminal illness: (a) We must receive an attending Physicians statement of the terminal illness diagnosis; and (b) The Contracts first anniversary must have passed. ================================================================================ 3. For disability: (a) We must receive proof that the Annuitant is receiving disability benefits under the Social Security Act; and (b) The Annuitant must have begun receiving such disability benefits after the Contracts first anniversary. ================================================================================ Rider Cost Is there an additional cost for this Rider deducted from the Contract? No. The cost for this Rider is included in the Daily Mortality/Expense Risk Charge of the Contract. ================================================================================ Rider Termination When will this Rider end? This Rider will end on the earliest of: (a) the date of the Owner's death; (b) the date of the Annuitant's death; (c) the Annuity Starting Date; (d) the date the Contract is surrendered for its Cash Value. What does it mean when the rider ends? On and after its end, this rider will have no force. /s/ David S. Waldman - ------------------------------- DAVID S. WALDMAN, Secretary ================================================================================ Rider attached to and forming a part of Contract issued by MONY Life Insurance Company of America The effective date of this Rider is the date of issue of the Contract. If any provision of this Rider is inconsistent with any provision of the Contract, the Rider provision controls the Rider. ================================================================================ EARNINGS INCREASE DEATH BENEFIT RIDER ================================================================================ The Benefit What is the benefit of this rider? This Rider provides for an additional death benefit called the "Earnings Increase Amount" that may be added to the Death Benefit otherwise payable under the contract or other riders. How is the Earnings Increase Amount calculated? The Earnings Increase Amount is calculated as of the date we receive due proof of death of the Annuitant (or Secondary Annuitant, if applicable) and election of a settlement option, prior to the Annuity Starting Date. The payments and values described in (a) and (b) below: (i) do not include Purchase Payments made during the 12 month period immediately prior to the date we receive the later of (1) due proof of death, and (2) election of a payout option; and (ii) are reduced proportionately for each partial surrender made, including any Market Value Adjustment, if applicable, any Surrender Charge and less any Debt due us, if applicable. If the Annuitant was age 69 or younger on the Contract's Effective Date, then the Earnings Increase Amount is equal to 40% of the lesser of: (a) net Purchase Payments; or (b) Fund Value minus net Purchase Payments. If the Annuitant was age 70 or older on the Contract's Effective Date, then the Earnings Increase Amount is equal to 25% of the lesser of: (a) net Purchase Payments; or (b) Fund Value minus net Purchase Payments. What amount is payable upon the death of the Annuitant (or Secondary Annuitant)? Upon the death of the Annuitant (or Secondary Annuitant), the amount payable will be the applicable Earnings Increase Amount described above plus the greatest applicable Death Benefit otherwise provided under the Contract or any other rider. Payment is subject to all provisions and limitations of this Rider and the Contract to which it is attached. How are proportionate reductions determined? For each partial surrender, the proportionate reduction is equal to the amount of that partial surrender divided by the Fund Value immediately before that partial surrender, multiplied by the Purchase Payments before that partial surrender. ================================================================================ Rider Cost Is there an additional cost for this Rider deducted from the Contract? Yes. The cost for this Rider is a daily percentage of the Fund Value held in the Variable Account and is shown in Section 1. This charge is in addition to the charges otherwise applicable under the Contract and will never exceed the Guaranteed Maximum shown in Section 1 for the duration of the Contract. ================================================================================ Rider Termination Can I terminate this Rider? No. This Rider can not be terminated and will remain in force for the duration of the Contract. When will this Rider end? ================================================================================ This Rider will end on the earliest of: (a) the date of the Owner's death; (b) the date of the Annuitant's death; (c) the Annuity Starting Date; (d) the date the Contract is surrendered for its Cash Value. What does it mean when the rider ends? On and after its end, this rider will have no force. /s/ David S. Waldman - ------------------------------- DAVID S. WALDMAN, Secretary EX-5 6 dex5.txt OPINION AND CONSENT OF DAVID S. WALDMAN EXHIBIT (5) ----------- MONY Life Insurance Company 1740 Broadway New York, NY 10019 February 11, 2004 EDGAR Board of Directors MONY Life Insurance Company of America 1740 Broadway New York, New York 10019 To the Board of Directors: In my capacity as Vice President-Chief Operations Counsel of MONY Life Insurance Company, I have supervised the preparation and review of registration statement on Form S-2 to be filed by MONY Life Insurance Company of America (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933 for the Company's Guaranteed Interest Account with Market Value Adjustment ("GIA with MVA") under certain flexible payment variable annuity contracts issued by the Company. I am of the following opinion: 1. The Company was organized in accordance with the laws of the State of Arizona and is a duly authorized stock life insurance company under the laws of Arizona and the laws of those states in which the Company is admitted to do business. 2. The Company is authorized to issue GIA with MVA in those states in which it is admitted and upon compliance with applicable local law. 3. The GIA with MVA, when issued in accordance with the prospectus contained in the aforesaid registration statement and upon compliance with the applicable local law, will be legal and binding obligations of the Company in accordance with their terms. In arriving at the foregoing opinion, I have made such examination of law and examined such records and other documents as in my judgment are necessary or appropriate. I hereby consent to the filing of this opinion as an exhibit to the aforesaid registration statement and to the reference to me under the caption "Legal Matters" in the Prospectus contained in said registration statement. Very truly yours, /S/ DAVID S. WALDMAN David S. Waldman Vice President-Chief Operations Counsel EX-8 7 dex8.txt OPINION AND CONSENT OF ROBERT LEVY Exhibit (8) ----------- MONY Life Insurance Company 1740 Broadway New York, NY 10019 February 11, 2004 Board of Directors MONY Life Insurance Company of America 1740 Broadway New York, NY 10019 To the Board of Directors: In my capacity as Vice President-Chief Tax Counsel of MONY Life Insurance Company, I have reviewed the tax disclosure contained in the registration statement of MONY Life Insurance Company of America (the "Company") to be filed with the Securities and Exchange Commission under the Securities Act of 1933. Such registration statement describes the Company's Guaranteed Interest Account with Market Value Adjustment ("GIA with MVA") under certain flexible payment variable annuity contracts issued by the Company. After such review, I have passed upon the description of legal matters relating to the federal tax laws. In arriving at the foregoing opinion, I have made such examination of law as in my judgment is necessary or appropriate. I hereby consent to the filing of this opinion as an exhibit to the aforesaid registration statement and to the reference to me under the caption "Legal Matters" in said registration statement. Very truly yours, /s/ ROBERT LEVY Robert Levy Vice President-Chief Tax Counsel EX-10.(S) 8 dex10s.txt SERVICES AGREEMENT Exhibit (10)(s) SERVICES AGREEMENT SERVICES AGREEMENT (the "Agreement") made as of this 25th day of April 1985, by and between THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK ("MONY"), a mutual life insurance company organized and existing under the laws of the State of New York, and MONY LIFE INSURANCE COMPANY OF AMERICA ("Adviser"), a corporation organized and existing under the laws of the State of Arizona. W I T N E S S E T H WHEREAS, Adviser is a wholly-owned subsidiary of MONY and is registered as an investment adviser under the Investment Advisers Act of 1940; WHEREAS, Adviser will contemporaneously with this Agreement enter into an Investment Advisory Agreement with MONY SERIES FUND, INC. (the "Fund"), registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); WHEREAS, MONY has an interest in assuring that the activities and operations of Adviser are successful; WHEREAS, MONY employs personnel having substantial experience in managing investment portfolios and in providing related administrative functions, and has available the facilities and equipment necessary for operating an investment advisory and research business; and WHEREAS, Adviser desires to utilize the personnel, facilities and equipment of MONY in carrying on its business; NOW, THEREFORE, for and in consideration of the premises and the mutual promises set forth in this Agreement, the parties agree as follows: 1. MONY shall on a fair and equitable basis make available to Adviser at its request such personnel, services, facilities, supplies and equipment (hereinafter collectively referred to as "Services") as shall reasonably be necessary or desirable to the conduct of Adviser's business, including, but not limited to: (a) the services of certain officers and employees of MONY to better enable Adviser to carry on its investment management and administrative functions; (b) office space; (c) supplies and stationery; (d) equipment (e) telephone, wire services and similar services; (f) heat, light, power, water and other utilities; and (g) all similar miscellaneous office expenses and services. 2. MONY shall be compensated for such Services as agreed to in writing by the parties to this Agreement. 3. Any such compensation under paragraph 2 shall be reviewed from time to time by the parties to this Agreement, and the books, accounts and records of each party to this Agreement shall be so maintained as to clearly and accurately disclose the nature and details of each transaction between the parties. 4. MONY hereby authorizes the Adviser to grant the Fund permission to use the word "MONY" in the Fund's corporate name and to grant a royalty-free, non-exclusive license to the Fund to use such other services marks as have been or may in the future be adopted by MONY, for the term and subject to the conditions provided in Article VI of the Investment Advisory Agreement between Adviser and the Fund executed contemporaneously herewith. MONY shall have the right to require the Adviser to terminate such permission and license, on sixty (60) days' prior notice, pursuant to the right to terminate reserved by Adviser in said Article VI. 5. This Agreement will continue in effect with respect to each of the Fund's portfolios, whenever created, as to which Adviser acts as investment adviser (the "Portfolios") until the date of the next meeting of shareholders of the Fund following creation of the Portfolio, unless sooner terminated as provided herein. Thereafter, if this Agreement is approved by a majority vote of the outstanding shares (as defined in the 1940 Act) of the capital stock of a Portfolio entitled to vote at such meeting, this Agreement shall continue in effect with respect to such Portfolio from year to year so long as this Agreement is approved at least annually (i) by a majority of the non-interested directors (as defined in the 1940 Act) of the Fund's Board of Directors and (ii) by a majority of the entire Board of Directors or a majority of the outstanding shares of the capital stock of such Portfolio. The required shareholder approval of this Agreement shall be effective, with respect to any Portfolio of the Fund, if a majority of the outstanding shares of capital stock of such Portfolio are voted to approve this Agreement, notwithstanding that this Agreement may not yet have been approved by a majority of the outstanding shares of the capital stock of the Fund. -2- 6. If, with respect to any Portfolio of the Fund, a majority of the outstanding shares of common stock of such Portfolio fail to vote to approve this Agreement, this Agreement shall automatically terminate with respect to such Portfolio. 7. This Agreement may be terminated without payment of penalty by either party hereto on at least 60 days' written notice. 8. This Agreement shall automatically terminate upon its assignment by either party. 9. This Agreement shall automatically terminate with respect to any Portfolio of the Fund at such time as the Investment Advisory Agreement between Adviser and the Fund shall terminate with respect to such Portfolio. 10. If this Agreement is terminated (except by reason of assignment), in whole or with respect to any Portfolio, and the Board of Directors of the Fund, including a majority of the non-interested directors (as defined in the 1940 Act), so requests, MONY will continue to provide Services to Adviser as provided in this Agreement for up to 120 days with respect to any Portfolio of the Fund (as requested) pending the required approval of this Agreement, approval of a new services contract with MONY or a different investment adviser, or other definitive action. During such continuance MONY shall be compensated on a cost-reimbursal basis as provided in this Agreement. 11. This Agreement may not be amended, in whole or with respect to any Portfolio, without the agreement thereto in writing by Adviser and MONY, and approval for such amendment by (i) the Fund's Board of Directors or a majority of the outstanding shares of the class of capital stock of such Portfolio, and (ii) a majority of the non-interested directors (as defined in the 1940 Act) of the Fund's Board of Directors. 12. The parties agree to furnish applicable federal and state regulatory authorities with any information or reports in connection with this Agreement which such authorities may request. 13. This Agreement is subject to, and is to be interpreted in accordance with, the provisions of the 1940 Act, and the rules and regulations of the Securities and Exchange Commission thereunder, and the laws of the State of New York. As used with respect to the Fund or any of its portfolios, the term "majority of the outstanding shares" means the lesser of (i) 67 percent of the shares represented at a meeting at which more than 50 percent of the outstanding shares are represented or (ii) more than 50 percent of the outstanding shares. -3- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date and year above written. MONY LIFE INSURANCE COMPANY OF AMERICA By: /s/ Donald T. Rave ----------------------------- Donald T. Rave President THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK By: /s/ Henry S. Romaine ----------------------------- Henry S. Romaine President -4- EX-23.(A) 9 dex23a.txt CONSENT OF INDEPENDENT ACCOUNTANTS, PRICEWATERHOUSECOOPERS LLP EXHIBIT (23)(a) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-2 of our report dated February 6, 2003, relating to the financial statements, which appears in MONY Life Insurance Company of America's Annual Report on Form 10-K for the year ended December 31, 2002. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP New York, New York February 9, 2004 EX-24.(C) 10 dex24c.txt POWER OF ATTORNEY OF ARNOLD B. BROUSELL Exhibit (24)(c) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, Arnold B. Brousell, Vice President, Controller and Chief Accounting Officer, of MONY Life Insurance Company of America ("Corporation"), which Corporation: (i) has filed with the Securities and Exchange Commission ("SEC"), Washington, D.C., under the provisions of the Securities Act of 1933, as amended, and/or the Investment Company Act of 1940, as amended, Registration Statements numbered 33-20453, 333-59717, 333-72632, 333-92066 and 333-91776 on Form N-4; Registration Statements numbered 33-82570, and 333-56969 on Form S-6; Registration Statements numbered 333-72596 and 333-06071, 333-102233 and 333-104162 on Form N-6; and Registration Statement numbered 333-65423 on Form S-1 or such other forms as may be adopted by the SEC, for the registration under said Act(s) of certain variable annuity contracts, variable life policies and guaranteed interest account with market value adjustment securities to be issued by said Corporation; (ii) intends to file with the SEC under said Act(s) a Registration Statement(s), on SEC Form N-4, Form S-6 and Form S-1, or such other forms as may be adopted by the SEC, for the registration of a separate account(s) consisting of contributions under certain variable annuity contracts and variable life policies issued by said Corporation, as a unit investment trust which shall invest in shares of MONY Series Fund, Inc., Enterprise Accumulation Trust or such other mutual funds as may be permitted for investment by variable accounts, and Form S-1 for registration of guaranteed interest account with market value adjustment securities issued by the Corporation; and (iii) intends to file one or more amendments to one or more of said Registration Statements; hereby constitute and appoint ARTHUR D. WOODS, Vice President-Operations Counsel of said Corporation, HAROULA K. BALLAS, Counsel-Operations of said Corporation and DAVID S. WALDMAN, Secretary of said Corporation, my true and lawful attorneys-in-fact and agents, either of them to act with full power without the other, for me and in my name, place and stead, to sign any such amended and/or additional Registration Statements and any and all other amendments and other documents relating thereto, with power where appropriate to affix the corporate seal of said Corporation thereto and to attest said seal, and to file such Registration Statements and amendments with all exhibits thereto, any and all other information and documents in connection therewith, with the SEC, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done as fully as to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of April, 2003. /s/ Arnold B. Brousell ----------------------------- (Signature) STATE OF CALIFORNIA ) ) (S): COUNTY OF LOS ANGELES ) On the 29th day of April, 2003 before me personally came Arnold B. Brousell to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed same. /s/ Steven J. Koller ----------------------------- Steven J. Koller Comm. # 1255323 Notary Public - California Los Angeles County My Comm. Expires March 2, 2004 -----END PRIVACY-ENHANCED MESSAGE-----