The ~~securities are not issued in predetermined amounts or units. (2)Of the $144,000,000 of units of interest under annuity contracts registered under the~~Registrant hereby amends this Registration Statement ~~File No. 333-155348~~ on ~~Form S-3~~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 this Registration Statement shall become effective on ~~November 13, 2008, for which a filing fee of $5,659.20 was paid, $88,000,000 (for a filing fee of $10,084.80) are being carried forward~~such date as the Commission, acting pursuant to ~~Rule 415(a)(6). A payment of $5,959.20 (for $52,000,000 units of interest, referencing CIK0000835357)~~said Section 8(a), which accounts for the remainder of the registration fee, has been wired to U. S. Bank of St. Louis, MO for deposit into the Commission's account. ================================================================================ EXPLANATORY NOTE Registrant is filing this registration statement for the sole purpose of registering additional market value adjustment interests under deferred variable annuity contracts previously described in the prospectuses contained in this registration statementmay determine.

Market Stabilizer Option^® Issued by Equitable Financial Life Insurance Company and in certain other prospectuses that are contained in Registrant's currently-effective Form S-3 registration statement (File No. 333-155348). Registrant includes herein the prospectuses and supplements thereto, which remain unchanged, that have been filed in that registration statement. ~~MONY~~Equitable Financial Life Insurance Company of America SUPPLEMENT DATED SEPTEMBER 30, 2011 TO THE CURRENT PROSPECTUSES FOR MONY VARIABLE ANNUITY MONY CUSTOM MASTER THE MONYMASTER -------------------------------------------------------------------------------- Please note that effective October 15, 2011, we will no longer require that any transfer requests, singly or in the aggregate, over $250,000 in a single day be submitted in writing. CO-DISTRIBUTED BY AFFILIATES AXA ADVISORS, LLC AND AXA DISTRIBUTORS, LLC, 1290 AVENUE OF THE AMERICAS, NEW YORK, NY 10104. COPYRIGHT 2011 AXA EQUITABLE LIFE INSURANCE COMPANY. ALL RIGHTS RESERVED. MONY LIFE INSURANCE COMPANY OF AMERICA 1290 AVENUE OF THE AMERICAS NEW YORK, NY 10104 212-554-1234 3rd Quarterly Statement (10/11) x03653 MONY VA, Custom Master, MONYMaster IF AXA Equitable Life Insurance Company ("AXA Equitable") MONY Life Insurance Company of America ("MONY America") SUPPLEMENT DATED AUGUST 25, 2011 TO THE CURRENT VARIABLE LIFE AND VARIABLE ANNUITY PROSPECTUSES AND SUPPLEMENTS TO THE PROSPECTUSES -------------------------------------------------------------------------------- This Supplement updates certain information in the most recent prospectuses and statements of additional information you received and in any supplements to the prospectuses and statements of additional information (collectively, the "Prospectus"). You should read this Supplement in conjunction with the

Prospectus and retain it for future reference. Unless otherwise indicated, all other information included in the Prospectus remains unchanged. The terms and section headings we use in this Supplement have the same meaning as in the Prospectus. We will send you another copy of any prospectus or supplement without charge upon request. Please contact the customer service group referenced in the Prospectus. The purpose of this Supplement is to provide you with information regarding certain changes to the Prospectus. Certain variable investment options may not be available in all contracts and policies. Please note the following changes described below. A. CHANGES TO PORTFOLIOS OF AXA PREMIER VIP TRUST AND EQ ADVISORS TRUST (AS APPLICABLE TO YOUR AXA EQUITABLE AND MONY AMERICA CONTRACT OR POLICY) PORTFOLIO SUB-ADVISER CHANGES 1. Effective on or about Septemberdated May 1, 2011, Earnest Partners, LLC will replace Alliance Bernstein L.P. as a Sub-Adviser to the Multimanager International Equity Portfolio. AXA Equitable Funds Management Group, LLC will continue to be its Investment Manager. 2. Effective on or about August 1, 2011, Bridgeway Capital Management, Inc. will no longer serve as a Sub-Adviser to the EQ/Calvert Socially Responsible Portfolio. Calvert Investment Management Inc. will continue to be its Sub-Adviser and AXA Equitable Funds Management Group, LLC will continue to be its Investment Manager. For more information about these Portfolios, see "Portfolios of the Trusts" in the Prospectus. B. CHANGE TO THE HIGHEST PERCENTAGE OF THE TOTAL ANNUAL PORTFOLIO EXPENSES (AS APPLICABLE TO YOUR AXA EQUITABLE POLICY OR YOUR MONY AMERICA INCENTIVE LIFE LEGACY AND INCENTIVE LIFE LEGACY II POLICIES) See "Portfolio operating expenses expressed as an annual percentage of daily net assets," in "Risk/benefit summary: Charges and expenses you will pay." The highest total annual portfolio operating expense for the Templeton Developing Markets Securities Portfolio has been reduced from 1.76% to 1.62%. DISTRIBUTED BY AFFILIATE AXA ADVISORS, LLC, AND FOR CERTAIN CONTRACTS CO-DISTRIBUTED BY AFFILIATE AXA DISTRIBUTORS, LLC, 1290 AVENUE OF THE AMERICAS, NEW YORK, NY 10104. COPYRIGHT 2011 AXA EQUITABLE LIFE INSURANCE COMPANY. COPYRIGHT 2011 MONY LIFE INSURANCE COMPANY OF AMERICA. ALL RIGHTS RESERVED. AXA EQUITABLE LIFE INSURANCE COMPANY MONY LIFE INSURANCE COMPANY OF AMERICA 1290 AVENUE OF THE AMERICAS NEW YORK, NY 10104 212-554-1234 IM-24-08 (8/11) Cat.# 147316 (8/11) NB/IF (SAR) x03632 AXA Equitable Life Insurance Company MONY Life Insurance Company of America SUPPLEMENT DATED JUNE 30, 2011 TO THE CURRENT VARIABLE ANNUITY PROSPECTUSES AND SUPPLEMENTS TO THE PROSPECTUSES -------------------------------------------------------------------------------- This Supplement updates certain information in the most recent prospectuses and statements of additional information you received and in any supplements to the prospectuses and statements of additional information (collectively, the "Prospectus"). You should read this Supplement in conjunction with the Prospectus and retain it for future reference. Unless otherwise indicated, all other information included in the Prospectus remains unchanged. The terms and section headings we use in this Supplement have the same meaning as in the Prospectus. We will send you another copy of any prospectus or supplement without charge upon request. Please contact the customer service group referenced in the Prospectus. The purpose of this Supplement is to provide you with information regarding certain changes to the Prospectus for contracts issued in Illinois. Please note the following changes described below. NOTICE TO ALL ILLINOIS CONTRACT OWNERS Illinois law provides that a spouse in a civil union and a spouse in a marriage are to be treated identically. For purposes of your contract, when we use the term "married", we include "parties to a civil union" and when we use the word "spouse" we include "parties to a civil union". While civil union spouses are afforded the same rights as married spouses under Illinois law, tax-related advantages such as spousal continuation are derived from federal tax law. Illinois' Civil Union Law does not and cannot alter federal law. The federal Defense of Marriage Act excludes civil unions and civil union partners from the meaning of the word "marriage" or "spouse" in all federal laws. Therefore, a civil union spouse does not qualify for the same tax advantages provided to a married spouse under federal law, including the tax benefits afforded to the surviving spouse of an owner of an annuity. DISTRIBUTED BY AFFILIATE AXA ADVISORS, LLC, AND FOR CERTAIN CONTRACTS CO-DISTRIBUTED BY AFFILIATE AXA DISTRIBUTORS, LLC, 1290 AVENUE OF THE AMERICAS, NEW YORK, NY 10104. COPYRIGHT 2011 AXA EQUITABLE LIFE INSURANCE COMPANY. COPYRIGHT 2010 MONY AMERICA LIFE INSURANCE COMPANY. ALL RIGHTS RESERVED. AXA EQUITABLE LIFE INSURANCE COMPANY MONY LIFE INSURANCE COMPANY OF AMERICA 1290 AVENUE OF THE AMERICAS NEW YORK, NY 10104 212-554-1234 IM-21-06 (6/11) Cat. #147300 (6/11) NB/IF (SAR) x03599 Individual Flexible Payment Variable Annuity Contract Issued by MONY Life Insurance Company of America with variable investment options under MONY America's MONY America Variable Account A. PROSPECTUS DATED MAY 1, 2011 2024

Please read and keep this ~~prospectus~~Prospectus for future reference. It contains important information that you should know before purchasing or taking any other action under your ~~Contract.~~policy. Also, ~~you should~~this Prospectus must be read along with the ~~prospectuses for each Trust, which contain important~~variable life insurance policy prospectus. This Prospectus is in addition to the variable life insurance policy prospectus and all information ~~about their portfolios. -------------------------------------------------------------------------------- MONY~~in the variable life insurance policy prospectus continues to apply unless addressed by this Prospectus.

The SEC has not approved or disapproved these securities or determined if this ~~prospectus before allocating Purchase Payments~~Prospectus is accurate or ~~Fund Values~~complete. Any representation to the ~~Guaranteed Interest Account~~contrary is a criminal offense. The policies are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal and previously credited interest.

When we address the reader of this Prospectus with words such as “you” and “your,” we mean the person who has the right or responsibility that the Prospectus is discussing at that point. This is usually the policy owner.

The Index Performance Rate is calculated by ((b) divided by (a)) ~~These fees and payments will reduce~~minus one, where:

(a)

is the underlying portfolios' investment returns. AXA Equitable may profit from these fees and payments. AXA Equitable considers the availability of these fees and payment arrangements during the selection process for the underlying portfolios. These fees and payment arrangements may create an incentive for us to select portfolios (and classes of shares of portfolios) that pay us higher amounts. You should note that some portfolios have objectives and strategies that are substantially similar to those of certain funds that are purchased directly rather than under a variable insurance product such as the Contract. These portfolios may even have the same manager(s) and/or a similar name. However, there are numerous factors that can contribute to differences in performance between two investments, particularly over short periods of time. Such factors include fees; the timing of stock purchases and sales; differences in fund cash flows; and specific strategies employed by the portfolio manager. The AXA Allocation Portfolios offer contract owners a convenient opportunity to invest in other portfolios that are managed and have been selected for inclusion in the AXA Allocation Portfolios by AXA Equitable Life Insurance Company ("AXA Equitable"), the investment manager of the AXA Premier VIP Trust and EQ Advisors Trust. AXA Advisors, LLC, an affiliated broker-dealer of the Company, may promote the benefits of such portfolios to contract owners and/or suggest, incidental to the sale of this Contract, that contract owners consider whether allocating some or all of their account value to such portfolios is consistent with their desired investment objectives. In doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of interest insofar as AXA Equitable may derive greater revenues from the AXA Allocation Portfolios than certain other portfolios available to you under your Contract. Please see "Payment and allocation of Purchase Payment" in "Detailed information about the Contract" for more information about your role in managing your allocations.
------------------------------------------------------------------------------------------------------------------------------------ AXA PREMIER VIP TRUST INVESTMENT MANAGER (OR SUB-ADVISER(S), PORTFOLIO NAME SHARE CLASS OBJECTIVE AS APPLICABLE) ------------------------------------------------------------------------------------------------------------------------------------ AXA AGGRESSIVE ALLOCATION(1) Class B Seeks long-term capital appreciation. o AXA Equitable Funds Management Group, LLC ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE ALLOCATION(1) Class B Seeks a high level of current income. o AXA Equitable Funds Management Group, LLC ------------------------------------------------------------------------------------------------------------------------------------ AXA CONSERVATIVE-PLUS Class B Seeks current income and growth of capi- o AXA Equitable Funds Management ALLOCATION(1) tal, with a greater emphasis on current Group, LLC income. ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE ALLOCATION(1) Class B Seeks long-term capital appreciation and o AXA Equitable Funds Management current income. Group, LLC ------------------------------------------------------------------------------------------------------------------------------------
~~THE FUNDS 14~~
------------------------------------------------------------------------------------------------------------------------------------ AXA PREMIER VIP TRUST INVESTMENT MANAGER (OR SUB-ADVISER(S), PORTFOLIO NAME SHARE CLASS OBJECTIVE AS APPLICABLE) ------------------------------------------------------------------------------------------------------------------------------------ AXA MODERATE-PLUS Class B Seeks long-term capital appreciation and o AXA Equitable Funds Management ALLOCATION(1) current income, with a greater emphasis Group, LLC on capital appreciation. ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER MULTI-SECTOR Class A Seeks high total return through a combi- o Pacific Investment Management Company BOND nation of current income and capital LLC appreciation. o Post Advisory Group, LLC o SSgA Funds Management, Inc. ------------------------------------------------------------------------------------------------------------------------------------ MULTIMANAGER SMALL CAP Class B Seeks long-term growth of capital. o AXA Equitable GROWTH o BlackRock Investment Management, LLC o Morgan Stanley Investment Management, LLC o NorthPointe Capital, LLC o Wells Capital Management Inc. ------------------------------------------------------------------------------------------------------------------------------------ EQ ADVISORS TRUST INVESTMENT MANAGER (OR SUB-ADVISER(S), PORTFOLIO NAME SHARE CLASS OBJECTIVE AS APPLICABLE) ------------------------------------------------------------------------------------------------------------------------------------ ALL ASSET ALLOCATION Class IB Seeks long-term capital appreciation and o AXA Equitable Funds Management current income. Group, LLC ------------------------------------------------------------------------------------------------------------------------------------ EQ/ALLIANCEBERNSTEIN SMALL Class IA Seeks to achieve long-term growth of o AllianceBernstein L.P. CAP GROWTH capital. ------------------------------------------------------------------------------------------------------------------------------------ EQ/BLACKROCK BASIC VALUE Class IB Seeks to achieve capital appreciation and o BlackRock Investment Management, LLC EQUITY secondarily, income. ------------------------------------------------------------------------------------------------------------------------------------ EQ/BOSTON ADVISORS EQUITY Class IB Seeks a combination of growth and o Boston Advisors, LLC INCOME income to achieve an above-average and consistent total return. ------------------------------------------------------------------------------------------------------------------------------------ EQ/CALVERT SOCIALLY Class IB Seeks to achieve long-term capital appre- o Bridgeway Capital Management, Inc. RESPONSIBLE ciation. o Calvert Investment Management, Inc. ------------------------------------------------------------------------------------------------------------------------------------ EQ/CAPITAL GUARDIAN RESEARCH Class IA Seeks to achieve long-term growth of o Capital Guardian Trust Company capital. ------------------------------------------------------------------------------------------------------------------------------------ EQ/CORE BOND INDEX Class IA Seeks to achieve a total return before o SSgA Funds Management, Inc. expenses that approximates the total return performance of the ~~Barclays Capital Intermediate U.S. Government/Credit~~ Index ~~including reinvestment~~at the close of ~~dividends, at a risk level consistent with that~~business on the Segment Start Date, and

(b)

is the value of the Barclays Capital Intermediate U.S. Government/Credit Index. ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO MERGERS AND Class IB Seeks to achieve capital appreciation. o GAMCO Asset Management, Inc. ACQUISITIONS ------------------------------------------------------------------------------------------------------------------------------------ EQ/GAMCO SMALL COMPANY Class IB Seeks to maximize capital appreciation. o GAMCO Asset Management, Inc. VALUE ------------------------------------------------------------------------------------------------------------------------------------ EQ/GLOBAL MULTI-SECTOR EQUITY Class IA Seeks to achieve long-term capital appre- o AXA Equitable Funds Management ciation. Group, LLC o BlackRock Investment Management, LLC o Morgan Stanley Investment Management Inc. ------------------------------------------------------------------------------------------------------------------------------------

~~15 THE FUNDS~~

~~THE FUNDS 16~~

(1) The "AXA Allocation" Portfolios (2) This Portfolio will become available on or about May 20, 2011. (3) Effective on or about May 20, 2011, subject to regulatory and shareholder approvals, interests in the EQ/Large Cap Value Index (the "surviving option") will replace interests in the EQ/Lord Abbett Growth and Income (the "replaced option").

We will move the assets from the replaced option into the surviving option on the date of the scheduled merger. The value of your interest in the surviving option will be the same as it was in the replaced option. We will also automatically direct any contributions made to a replaced option to the surviving option. Any allocation election to a replaced option will be considered as an allocation election to the surviving option. (4) On April 1, 2011, the shareholders of the Invesco V.I. Financial Services Fund approved the Agreement and Plan of Reorganization (the "Reorganization") between Invesco V.I. Financial Services Fund and Invesco V.I. Dividend Growth Fund to take place on or about April 29, 2011. Accordingly, interests in the Invesco V.I. Dividend Growth Fund (the "surviving option") replaced interests in the Invesco V.I. Financial Services Fund (the "replaced option"). On the date of the Reorganization, we moved the assets from the replaced option into the surviving option. The value of your interest in the surviving option is the same as it was in the corresponding replaced option. We will also automatically direct any contributions made to the replaced option to the surviving option. Any allocation election to the replaced option is considered an allocation election to the surviving option. Also, until our administrative systems are fully updated in June 2011, statements you receive from us may reflect the Invesco V.I. Financial Services Fund. 17 THE FUNDS (5) Unlike the other Funds, the Janus Aspen Forty Portfolio is a nondiversified, open-end management investment company. A nondiversified Fund may hold a larger position in a smaller number of securities than a diversified Fund. This means that a single security's increase or decrease in value may have a greater impact on the return and net asset value of a nondiversified Fund than a diversified Fund. YOU SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS AND CHARGES AND EXPENSES OF THE PORTFOLIOS CAREFULLY BEFORE INVESTING. SHARE CLASSES, WHERE APPLICABLE, ARE DEFINED IN THE CORRESPONDING FUND PROSPECTUS. THE PROSPECTUSES FOR THE FUND CONTAIN THIS AND OTHER IMPORTANT INFORMATION ABOUT THE PORTFOLIOS. THE PROSPECTUSES SHOULD BE READ CAREFULLY BEFORE INVESTING. IN ORDER TO OBTAIN COPIES OF FUND PROSPECTUSES THAT DO NOT ACCOMPANY THIS PROSPECTUS, YOU MAY CALL ONE OF OUR CUSTOMER SERVICE REPRESENTATIVES AT 1-800-487-6669. Each Owner should periodically review their allocation of Purchase Payments and Fund Values among the subaccounts and the Guaranteed Interest Account with Market Value Adjustment in light of their current objectives, the current market conditions, and the risks of investing in each of the Funds' various portfolios. A full description of the objectives, policies, restrictions, risks and expenses for each of the Funds' portfolios can be found in the prospectus for each of the Funds. THE FUNDS 18 PURCHASE OF PORTFOLIO SHARES BY MONY AMERICA VARIABLE ACCOUNT A MONY America Variable Account A will buy and redeem shares from the Funds at net asset value. Shares will be redeemed when needed for the Company to: o collect charges under the Contracts; o pay Cash Value on full surrenders of the Contracts; o fund partial surrenders; o provide benefits under the Contracts; or o transfer assets from one subaccount to another or between one or more subaccounts of MONY America Variable Account A and the Guaranteed Interest Account with Market Value Adjustment as requested by Owners. Any dividend or capital gain distribution received from a portfolio of a Fund will be: o reinvested immediately at net asset value in shares of that portfolio; or o kept as assets of the corresponding subaccount. -------------------------------------------------------------------------------- CASH VALUE -- The Contract's Fund Value, less (1) any applicable surrender charge, (2) any outstanding debt, and (3) any applicable market value adjustment. -------------------------------------------------------------------------------- Shares of the Funds are not sold directly to the general public. They are sold to the Company, and may be sold to other insurance companies that issue variable annuity and variable life insurance contracts. In addition, they may be sold to retirement plans. When a Fund sells shares in any of its portfolios both to variable annuity and to variable life insurance company separate accounts, it engages in mixed funding. When a Fund sells shares in any of its portfolios to separate accounts of unaffiliated life insurance companies, it engages in shared funding. Each Fund may engage in mixed and shared funding. Therefore, due to differences in redemption rates or tax treatment, or other considerations, the interests of various shareholders participating in a Fund could conflict. The Boards of Directors or Trustees of each of the Funds monitors the respective Fund for the existence of material irreconcilable conflict between the interests of variable annuity Owners and variable life insurance Owners. The Boards shall report any such conflict to the boards of the Company and its affiliates. The Boards of Directors of the Company and its affiliates have agreed to be responsible for reporting any potential or existing mixed and shared funding conflicts to the Directors and Trustees of each of the relevant Funds. The Boards of Directors of the Company and its affiliates will remedy any conflict at their own cost. The remedy may include establishing a new registered management investment company and segregating the assets underlying the variable annuity contracts and the variable life insurance contracts. The investment objectives and policies of certain portfolios are similar to the investment objectives and policies of other portfolios that may be managed by the same investment adviser or manager. The investment results of the portfolios, however, may be higher or lower than the results of such other portfolios. There can be no assurance, and no representation is made that the investment results of any of the portfolios will be comparable to the investment results of any other portfolio, even if the other portfolio has the same investment adviser or manager, or if the other portfolio has a similar name. 19 THE FUNDS 4. DETAILED INFORMATION ABOUT THE CONTRACT -------------------------------------------------------------------------------- The Fund Value in MONY America Variable Account A and in the Guaranteed Interest Account with Market Value Adjustment provide many of the benefits of your Contract. The information in this section describes the benefits, features, charges and major provisions of the Contract and the extent to which those depend upon the Fund Value, particularly the Fund Value in MONY America Variable Account A. There may be differences in your Contract such as differences in fees, charges, and benefits because of the state where we issued your Contract. We will include any such differences in your Contract. If we issued your Contract in the State of Washington, please see Appendix I. PAYMENT AND ALLOCATION OF PURCHASE PAYMENTS ISSUE AGES The issue ages for the two benefit option packages available under the Contract vary as per the table below. The maximum issue age of the Annuitant for Option 1 is 85. The maximum issue age of the Annuitant for Option 2 is 79. For Option 3, it was 79. -------------------------------------------------------------------------------- OPTION 1 OPTION 2 OPTION 3* -------------------------------------------------------------------------------- Annuitant Issue 0-85 0-79 0-79 Ages -------------------------------------------------------------------------------- * As of November 29, 2004, Option 3 is no longer available for new business. ISSUANCE OF THE CONTRACT Disclosure regarding contract issuance and minimum initial Purchase Payments is for informational purposes only. This Contract is no longer available to new purchasers. The Contract is between you and the Company. The Contract is not an investment advisory account, and the Company is not providing any investment advice or managing the allocations under your Contract. In the absence of a specific written arrangement to the contrary, you as the owner of the Contract, have the sole authority to make investment allocations and other decisions under the Contract. Your AXA Advisors' financial professional is acting as a broker-dealer registered representative, and is not authorized to act as an investment advisor or to manage the allocations under your Contract. If your financial professional is a registered representative with a broker-dealer other than AXA Advisors, you should speak with him/her regarding any different arrangements that may apply. Individuals who want to buy a Contract must: (1) complete an application; (2) personally deliver the application to (a) a licensed agent of the Company who is also a registered representative of AXA Advisors, LLC or AXA Distributors, LLC (together, the "Distributors") who act as the principal underwriters for the Contracts, or (b) a licensed agent who is also a registered representative of a broker dealer which had been authorized by the Distributors to sell the Contract; and (3) pay the minimum initial Purchase Payment. If we receive a completed application and all other information necessary for processing a purchase order at our Operations Center, we will apply your initial Purchase Payment no later than two Business Days after we receive the order. While attempting to finish an incomplete application, we may hold your initial Purchase Payment for no more than five Business Days. If an incomplete application cannot be completed within those five days, we will inform you of the reasons, and will return your Purchase Payment immediately (unless you specifically authorize us to keep it until the application is complete). Once you complete your application, we must apply the initial Purchase Payment within two Business Days. We will apply any additional Purchase Payments you make on the Business Day we receive them at our Operations Center. The Contract may be used with certain tax qualified plans. The Contract includes attributes such as tax deferral on accumulated earnings. Qualified retirement plans provide their own tax deferral benefit; the purchase of this Contract does not provide additional tax deferral benefits beyond those provided in the qualified plan. Accordingly, if you are purchasing this Contract, you should purchase it for its death benefit, annuity benefits, and other non-tax related benefits. Please consult a tax adviser for information specific to your circumstances in order to determine whether the Contract is an appropriate investment for you. The minimum initial Purchase Payment for individuals varies depending upon the use of the Contract, the method of purchase and the benefit option package selected. The chart below shows the minimum initial Purchase Payment for each situation. DETAILED INFORMATION ABOUT THE CONTRACT 20
------------------------------------------------------------------------------------------------------------------------------------ USE OF CONTRACT OR METHOD OF MAKING PURCHASE PAYMENT MINIMUM INITIAL PURCHASE PAYMENT ------------------------------------------------------------------------------------------------------------------------------------ Individual retirement accounts and annuities under Section 408 of the Code (other $2,000 than Simplified Employee Pensions), including Roth IRAs under Section 408A of the Code (no longer available to new purchasers). ------------------------------------------------------------------------------------------------------------------------------------ Non-Qualified Contracts (no longer available to new purchasers). Option 1 -- $5,000 Option 2 -- $10,000 Option 3 -- $10,000 ------------------------------------------------------------------------------------------------------------------------------------ H.R. 10 plans (self-employed individuals' retirement plans under Section 401 of $ 600 the Code) (no longer available to new purchasers) and Simplified Employee Pen- sions under Section 408 of the Code (no longer available to new purchasers). ------------------------------------------------------------------------------------------------------------------------------------ Certain corporate or association retirement plans. $ 600 ------------------------------------------------------------------------------------------------------------------------------------ Annuity purchase plans sponsored by certain tax-exempt organizations, govern- $ 600 mental entities and deferred compensation plans under Section 457 of the Code. ------------------------------------------------------------------------------------------------------------------------------------ Payroll deduction and automatic checking account withdrawal plans. Annualized rate of $600 (i.e., $600 per year, $300 semiannually, $150 quarterly or $50 per month) ------------------------------------------------------------------------------------------------------------------------------------ Government Allotment Plans $50 per month ------------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------- GOVERNMENT ALLOTMENT PLANS -- Payroll deduction plans used for financial products by government employees. -------------------------------------------------------------------------------- Additional Purchase Payments may be made at any time--before the annuity starting date as long as the Annuitant is living. However, for certain automatic payment plans, the smallest additional payment is $50. The Company reserves the right to revise its rules from time to time to specify different minimum Purchase Payments for such plans. In addition, the prior approval of the Company is needed before it will accept a Purchase Payment if that would cause Cumulative Purchase Payments, less any partial surrenders and their surrender charges and market value adjustments, to exceed $1,500,000. The Company reserves the right to reject an application for any reason permitted by law. Net Purchase Payments received before the Effective Date will be held in the Company's General Account and will be credited with interest at not less than 3.50% per year if: (1) the Contract is issued by the Company, and (2) the Contract is delivered to the Owner. No interest will be paid if the Contract is not issued or if it is declined by the Owner. These amounts will be held in that account pending end of the right to return contract period. (See below.) -------------------------------------------------------------------------------- EFFECTIVE DATE -- The date the contract begins as shown in the Contract. -------------------------------------------------------------------------------- TAX-FREE 'SECTION 1035' EXCHANGES This information is no longer applicable to the purchase of these Contracts as these Contracts are no longer available to new purchasers. The Owner can generally exchange one annuity contract for another in a 'tax-free exchange' under Section 1035 of the Internal Revenue Code. Similar rules may apply to changing the funding vehicle in a Qualified Plan. Before making the exchange, the Owner should compare both contracts carefully. Remember that if you exchange another contract for the one described in this prospectus, you might have to pay a surrender charge on the old contract. There will be a new surrender charge period for this Contract and other charges may be higher (or lower) and the benefits may be different. If the exchange does not qualify for Section 1035 treatment, the Owner may have to pay federal income tax, and penalty taxes on the exchange. The Owner should not exchange another contract for this one unless he or she determines, after knowing all the facts, that the exchange is in the Owner's best interest and not just better for the person trying to sell the Owner this Contract (that person will generally earn a commission if the Owner buys this Contract through an exchange or otherwise). RIGHT TO RETURN CONTRACT PROVISION This information is no longer applicable as these Contracts are no longer available to new purchasers. The Owner may return the Contract during the right to return contract period (usually within 10 days) of the delivery date. The Contract must be returned to the Company or any agent of the Company. When the Company receives the Contract, it will be voided as if it were never in effect. Unless state law requires otherwise, the amount to be refunded is equal to the Purchase Payments received by the Company, less any partial surrenders you made. During the right to return contract period, Purchase Payments will be retained in the Company's General Account and will earn interest at a rate not less than 3.50% per year. If you have not returned the Contract at the end of the right to return contract period, we transfer the Net Purchase Payments with interest to the subaccounts and/or the Guaranteed Interest Account. ALLOCATION OF PAYMENTS AND FUND VALUE ALLOCATION OF PAYMENTS. On the application, the Owner may allocate Net Purchase Payments to any of the available subaccounts of MONY America Variable Account A or to the Guaranteed Interest Account with Market Value Adjustment. Net Purchase Payments (and any interest thereon) are held in the General Account if they are received before the end of the right to return contract period. The portion of Net Purchase Payments allocated to the Guaranteed Interest Account with Market Value Adjustment will be held in the Guaranteed Interest Account with Market Value Adjustment of the General Account for the specified period selected and will be credited with interest at the rate declared by the Company for that specified period. The portion of Net Purchase Payments allocated to subaccounts of MONY America Variable Account A will earn 3.50% annual interest until the right to return contract period expires. (See "Right to 21 DETAILED INFORMATION ABOUT THE CONTRACT return contract provision" above.) After the right to return Contract period has expired, the value of Net Purchase Payments allocated to subaccounts of MONY America Variable Account A will automatically be transferred to MONY America Variable Account A subaccount(s) according to the Owner's percentage allocation. After the right to return contract period, under a non-automatic payment plan, if the Owner does not: (1) specify the amount to be allocated among subaccounts, or (2) specify the percentage to be allocated among subaccounts, or (3) the amount or percentage specified is incorrect or incomplete, the Net Purchase Payments will be allocated under the Owner's most recent instructions on record with the Company. The percentage specified must not be less than 5% of the Net Purchase Payment. Allocation percentages must total 100%. For automatic payment plans, Net Purchase Payments will be allocated according to the Owner's most recent instructions on record. The Owner may change the specified allocation formula for future Net Purchase Payments at any time without charge by sending written notification to the Company at the Operations Center. Prior allocation instructions may also be changed by telephone, facsimile or via the web subject to the rules of the Company and its right to terminate or modify telephone, facsimile or via the web allocation. The Company reserves the right to deny any telephone, facsimile or via the web allocation request. (See "Telephone/fax/web transactions.") Any such change, whether made in writing or by telephone, facsimile or via the web, will be effective seven days after we receive notice of the change in accordance with the requirements of state insurance departments and the Investment Company Act of 1940. Contracts issued in Maryland, Massachusetts, New Jersey, Oklahoma, Oregon, Pennsylvania, South Carolina, Texas and Washington must maintain a minimum Fund Value balance of $2,500 in the Guaranteed Interest Account with Market Value Adjustment when an allocation to said account is chosen. CALCULATING UNIT VALUES FOR EACH SUBACCOUNT When allocated Net Purchase Payments are received they are credited to subaccounts of MONY America Variable Account A in the form of units. The number of units is determined by dividing the dollar amount allocated to a particular subaccount by the unit value for that subaccount for the Business Day on which the Purchase Payment is received. To determine the unit value of a subaccount on each 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 is used to measure the investment performance of a subaccount from one Business Day to the next. The Net Investment Factor for each subaccount equals: (1) the net asset value per share of each Fund held in the subaccount at the end of the current Business Day divided by (2) the net asset value per share of each Fund held in the subaccount at the end of the prior Business day, minus (3) the daily mortality and expense risk charge and any other applicable charges adjusted for the number of calendar days in the period. The unit value of these subaccounts may increase, decrease or remain the same from Business Day to Business Day. The unit value depends on the investment performance of the portfolio of the Fund in which the subaccount invests and any expenses and charges deducted from MONY America Variable Account A. The Owner bears the entire investment risk. Owners should periodically review their allocations of payments and values in light of market conditions and overall financial planning requirements. CALCULATION OF GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT FUND VALUE Net Purchase Payments to be allocated to the Guaranteed Interest Account with Market Value Adjustment will be credited to the Accumulation Period chosen by the Owner on (1) the date received at the Operations Center, or (2) if the day Net Purchase Payments are received is not a Business Day, then on the next Business Day. Interest will be credited daily. CALCULATION OF FUND VALUE The Contract's Fund Value will reflect: o The investment performance of the selected subaccount(s) of MONY America Variable Account A. o Amounts credited (including interest) to the Guaranteed Interest Account with Market Value Adjustment. o Any Net Purchase Payments. o Any transfer charges. o Any partial surrenders. o Any outstanding debt. o All contract charges (including surrender charges and market value adjustments) imposed. There is no guaranteed minimum Fund Value, except to the extent Net Purchase Payments have been allocated to the Guaranteed Interest Account with Market Value Adjustment. Because a Contract's Fund Value at any future date will be dependent on a number of variables, it cannot be predetermined. The Fund Value will be computed first on the Effective Date and thereafter on each Business Day. On the Effective Date, the Contract's Fund Value will be the Net Purchase Payments received on or before the Effective Date plus any interest credited on those Payments during the period when Net Purchase Payments are held in the General Account. (See "Issuance of the Contract".) After amounts allocated to the subaccounts are transferred from the General Account to MONY America Variable Account A, on each Business Day, the Contract's Fund Value will be computed as follows: (1) Determine the aggregate of the Fund Values attributable to the Contract in each of the subaccounts on that Business Day. This is done by multiplying the subaccount's unit value on that date by the number of subaccount units allocated to the Contract. The computation of the Contract's Fund Value in the subaccount is done before any other Contract transactions on that Business Day. (2) Add any amount credited to the Guaranteed Interest Account with Market Value Adjustment before that Business Day. This amount is the aggregate of all Net Purchase Payments allocated to the Guaranteed Interest Account with Market Value Adjustment and: DETAILED INFORMATION ABOUT THE CONTRACT 22 o The addition of any interest credited. o Addition or subtraction of any amounts transferred. o Subtraction of any partial surrenders. o Subtraction of any contract charges, surrender charges, transfer charges, and any Market Value Adjustments (3) Add the value held in the loan account to secure contract loans and interest credited on that day on that amount; (4) Add any Net Purchase Payment received on that Business Day; (5) Subtract any partial surrender amount (reflecting any surrender charge and Market Value Adjustment) made on that Business Day; (6) Subtract any annual contract charge and/or transfer charge deductible on that Business Day. Regarding (1) above, for each subaccount we multiply the number of units credited to that subaccount by its unit Value on that Business Day. The multiplication is done before the purchase or redemption of any units on that Business Day. If a transaction would ordinarily require that the Contract's Fund Value be computed for a day that is not a Business Day, the next following Business Day will be used. TRANSFERS. You may transfer the value of the Contract among the subaccounts after the right to return contract period has expired by sending a proper written request to the Company's Operations Center. Transfers may be made by telephone, facsimile or via the web if proper authorization has been receivedIndex at the ~~Company's Operations Center. (See "Telephone/fax/web transactions.") Transfers will be executed at~~close of business, which is the ~~net asset value next calculated by the Company if the transfer instruction~~end of a business day. Generally, a business day is ~~received and acknowledged by 4:00 p.m., Eastern Time on a~~any day ~~on which~~ the New York Stock Exchange is open for ~~business.~~trading. If the New York Stock Exchange is not open for ~~business~~trading or if the Index value is, for any other reason, not published on the Segment Start Date or a Segment Maturity Date, the value of the Index will be determined as of the end of the most recent preceding business day for which the Index value is published.

Index-Linked Rate of ~~receipt,~~Return — The rate of return we apply to calculate the Index-Linked Return which is based on the Index Performance Rate adjusted to reflect the Growth Cap Rate and protection against negative performance. Therefore, if the performance of the Index is zero or positive, we will apply that performance up to the Growth Cap Rate. If the performance of the Index is negative, we will apply performance of zero unless the decline in the performance of the Index is below -10% in which case negative performance in excess of -10% will apply. Please see the chart under “Index-Linked Return” for more information.

Index-Linked Return — The amount that is applied to the Segment Account Value on the Segment Maturity Date that is equal to that Segment’s Index-Linked Rate of Return multiplied by the Segment Account Value on the Segment Maturity Date. The Index-Linked Return may be positive, negative or zero. The Indexed-Linked Return is only applied to amounts that remain in a Segment Account Value until the Segment Maturity Date. For example, a surrender of your policy before Segment maturity will eliminate any Index-Linked Return and be subject to an Early Distribution Adjustment.

Initial Segment Account — The amount initially transferred to a Segment from the MSO Holding Account on its Segment Start Date, net of the amount that may have been transferred from the MSO Holding Account to the Unloaned GIO to cover the Charge Reserve Amount (see “Charge Reserve Amount” in this Prospectus). Such a transfer would be made from the MSO Holding Account to cover the Charge Reserve Amount only (1) if you have given us instructions to make such a transfer or (2) in the other limited circumstances described under “Segments” in this Prospectus.

MSO Holding Account — This is a portion of the EQ/Money Market variable investment option that holds amounts designated by the policy owner for investment in the MSO prior to any transfer into the next available new Segment.

Net Cash Surrender Value — The net cash surrender value equals your policy account value, minus any outstanding loan and unpaid loan interest, minus any amount of your policy account value that is “restricted” as a result of previously distributed terminal illness living benefits, and minus any

surrender charge that then remains applicable. For this purpose, the Segment Distribution Value is used to calculate the policy account value.

Policy Account Value — Your “policy account value” is the total of (i) your amounts in our variable investment options, (ii) your amounts in our guaranteed interest option (other than amounts included in (iii)) and (iii) any amounts that we are holding to secure policy loans that you have taken (including any interest on those amounts which has not yet been allocated to the investment options). The account value (Segment Account Value or Segment Distribution Value) of any policy amounts transferred to the MSO is also included in your policy account value. See definitions of “Segment Account Value” and “Segment Distribution Value” for additional detail regarding the calculation of the policy account value when there are assets invested in the MSO.

Segment — The portion of your total investment in the MSO that is associated with a specific Segment Start Date. You create a new Segment each time an amount is transferred from the MSO Holding Account into a Segment Account.

Segment Account Value (also referred to in your policy as the “Segment Account”) — The amount of an Initial Segment Account subsequently reduced by any Early Distribution. Any such reduction in the Segment Account Value prior to its Segment Maturity Date will result in a corresponding Early Distribution Adjustment, which will cause you to lose principal and previously credited interest, and that loss could be substantial. The Segment Account Value is used in determining policy account values, death benefits, and the net amount at risk for monthly cost of insurance calculations of the policy and the new base policy face amount associated with a requested change in death benefit option.

Segment Distribution Value (also referred to in your policy as the “Segment Value”) — This is the Segment Account Value minus the Early Distribution Adjustment that would apply on a full surrender of that Segment at any time prior to the Segment Maturity Date. Segment Distribution Values will be used in determining policy value available to cover monthly deductions, any applicable proportionate surrender charges for requested face amount reductions, and other distributions; cash surrender values and maximum loan values subject to any applicable base policy surrender charge. They will also be used in determining whether any outstanding policy loan and accrued loan interest exceeds the policy account value.

Segment Maturity Date — The date on which a Segment Term is completed and the Index-Linked Return for that Segment is applied to a Segment Account Value.

Segment Maturity Value — This is the Segment Account Value adjusted by the Index-Linked Return for that Segment.

Segment Start Date — The Segment Start Date is the day on which a Segment is created.

Segment Term — The duration of a Segment. The Segment Term for each Segment begins on its Segment Start Date and ends on its Segment Maturity Date one year later. We are currently only offering Segment Terms of approximately one year. We may offer different durations in the future.

2. Key Features of the Market Stabilizer Option^®

•

The Market Stabilizer Option^® (“MSO”) is an investment option available under the policy. The option provides for participation in the performance of the S&P 500 Price Return index, which excludes dividends (the “Index”).

We currently only offer Segment Terms of approximately one year. We may offer different durations in the future.

The Growth Cap Rate is set at the Company’s sole discretion on the Segment Start Date. The Growth Cap Rate will not change during a Segment Term and the Growth Cap Rate will always be at least 6%. You may set a minimum Growth Cap Rate that is acceptable to you.

On the Segment Maturity Date, we will apply the Index-Linked Rate of Return to the Segment Account Value based on the performance of the Index. If the performance of the Index has been positive for the Segment Term and equal or below the Growth Cap Rate, we will apply to the Segment Account Value an Index-Linked Rate of Return equal to the full Index performance. If the performance of the Index has been positive for the Segment Term and above the Growth Cap Rate, we will apply an Index-Linked Rate of Return equal to the Growth Cap Rate.

The downside protection is 10%. Accordingly, if the Index has negative performance, the Index-Linked Rate of Return will be 0% unless the Index performance goes below -10% for the Segment Term. In that case, only the negative performance in excess of -10% will be applied to the Segment Account Value and you bear the entire risk of loss of principal and previously credited interest for the portion of negative performance that exceeds -10%. You could lose 90% of principal and any previously credited interest.

An Early Distribution Adjustment on Early Distributions will be made from the Segment Account Value before the Segment Maturity Date. Any Early Distribution Adjustment will cause you to lose up to 90% of principal and previously credited interest even if the Index has experienced positive performance since the Segment Start Date, and this loss may be substantial. You will also forfeit any positive Index performance and could be subject to surrender charges and tax consequences may apply.

Once policy account value is in a Segment, you cannot transfer out of or take a partial withdrawal from a Segment prior to the Segment Maturity Date.

We reserve the right to substitute an alternative index for the S&P 500 Price Return index, which could reduce

the Growth Cap Rates we can offer. If we were to substitute an alternative index at our discretion, we would provide notice 45 days before making that change. The new index would only apply to new Segments. Any outstanding Segments would mature on their original Segment Maturity Dates.

Please see “Fee Table” for complete detail on fees and charges.

3. Fee Table Summary


MSO Charges	When Charge is Deducted	Guaranteed Maximum
Variable Index Segment Account Charge	At the beginning of each policy month during the Segment Term	1.65%⁽¹⁾
Mortality and Expense Risk Charge⁽²⁾	Monthly	Policy Year 1-10 11+	Annual % of your value in the MSO 1.00% 0.50%

Other

When Charge is Deducted

Maximum Spread

Percentage that May

be Deducted

Loan Interest Spread⁽³⁾ for Amounts of Policy Loans Allocated to MSO Segment

On each policy anniversary (or on loan termination, if earlier)

Other

When Charge is Deducted

Maximum Amount

that May be

Deducted

Early Distribution Adjustment

On Early Distribution

90% of Segment Account Value⁽⁴⁾

(1)	The current non-guaranteed rate is 0.40%.

(2)

The base variable life insurance policy’s mortality and expense risk charge will also apply to a Segment Account Value or any amounts held in the MSO Holding Account. Amounts in the MSO Holding Account reflect fees and expenses of the EQ/Money Market Portfolio. Please see “Charges” in this Prospectus for more information. Please refer to the variable life insurance policy prospectus for more information.

(3)

We charge interest on policy loans but credit you with interest on the amount of the policy account value we hold as collateral for the loan. The “spread” is the difference between the interest rate we charge you on a policy loan and the interest rate we credit to you on the amount of your policy account value that we hold as collateral for the loan.

(4)

The actual amount of an Early Distribution Adjustment is determined by a formula that depends on, among other things, how the Index has performed since the Segment Start Date, as discussed in detail under “Early Distribution Adjustment” in this Prospectus. The maximum amount of the adjustment would occur if there is a total distribution at a time when the Index has declined to zero.

This fee table applies specifically to the MSO and should be read in conjunction with the fee table in the variable life insurance policy prospectus.

Changes in charges

Any changes that we make in our current charges or charge rates will be on a basis that is equitable to all policies belonging to a given class, and will be determined based on reasonable assumptions as to expenses, mortality, investment income, lapses and policy claims associated with morbidity. For the sake of clarity, the assumptions referenced above include taxes, the cost of hedging, longevity, volatility, other market conditions, surrenders, persistency, conversions, disability, accident, illness, inability to perform activities of daily living, and cognitive impairment, if applicable. Any changes in charges may apply to then in force policies, as well as to new policies. You will be notified in writing of any changes in charges under your policy.

4. Risk Factors

There are risks associated with some features of the Market Stabilizer Option^®:

Because the Company relies on a single point in time to calculate the Index return, you may experience a negative return on the Segment Maturity Date even if the Index has experienced gains through some, or most, of the Segment Term.

There is a risk of a substantial loss of your principal and previously credited interest because you agree to absorb all losses from the portion of any negative Index performance that exceeds -10%. You could lose 90% of principal and any previously credited interest.

Your Index-Linked Return is also limited by the Growth Cap Rate, which could cause your Index-Linked Return to be lower than it would otherwise be if you participated in the full performance of the S&P 500 Price Return index.

You will not know what the Growth Cap Rate is before the Segment starts. Therefore, you will not know in advance the upper limit on the return that may be credited to your investment in a Segment.

Negative consequences apply if, for any reason, amounts you have invested in a Segment are removed before the Segment Maturity Date. Specifically, with respect to the amounts removed early, you would (1) forfeit any positive Index performance and (2) be subject to an Early Distribution Adjustment that exposes you to a risk of potentially substantial loss of principal and previously credited interest. This exposure is designed to be consistent with the treatment of losses on amounts held to the Segment Maturity Date. Even when the Index performance has been positive, the EDA will cause you to lose some principal and previously credited interest on an early removal. Surrender charges and tax consequences could also apply.

The following types of removals (also referred to as Early Distributions) of account value from a Segment will result in the above-mentioned penalties to you, if the removals occur prior to the Segment Maturity Date: (a) a surrender of your policy; (b) a loan from your policy; (c) a distribution in order to enable your policy to continue to qualify as life insurance under the federal tax laws; (d) certain distributions in connection with the exercise of a rider available under your policy; and (e) a charge or unpaid policy loan interest that we deduct from your Segment Account Value because the Charge Reserve Amount and other funds are insufficient to cover them in their entirety. The Charge Reserve Amount may become insufficient because of policy changes that you request, additional premium payments, investment performance, policy loans, policy partial withdrawals from other investment options besides the MSO, and any increases we make in current charges for the policy (including for the MSO and optional riders).

Certain of the above types of early removals can occur (and thus result in penalties to you) without any action on your part. Examples include (i) certain distributions we might make from your Segment Account Value to enable your policy to continue to qualify as life insurance and (ii) deductions we might make from your Segment Account Value to pay charges if the Charge Reserve Amount becomes insufficient.

Any applicable EDA will generally be affected by changes in both the volatility and level of the S&P 500 Price Return Index. Any EDA applied to any Segment Account Value is linked to the estimated value of a put option on the S&P 500 Price Return index as described in this Prospectus. The estimated value of the put option and, consequently, the amount of the EDA will generally be higher after increases in market volatility or after the Index experiences a negative return following the Segment Start Date.

Once policy account value is in a Segment, you cannot transfer out of a Segment and you can only make withdrawals out of a Segment if you surrender your policy. This would result in the imposition of any applicable surrender charges and EDA.

We may not offer new Segments so there is also the possibility that a Segment may not be available for a Segment Renewal at the end of your Segment Term(s).

We also reserve the right to substitute an alternative index for the S&P 500 Price Return index, which could reduce the Growth Cap Rates we can offer.

No company other than us has any legal responsibility to pay amounts that the Company owes under the policy. An owner should look to the financial strength of the Company for its claims-paying ability.

You do not have any rights in the securities underlying the index, including, but not limited to, (i) interest payments, (ii) dividend payments or (iii) voting rights.

Your Segment Maturity Value is dependent on the performance of the index on the Segment Maturity Date.

Past performance of the index is no indication of future performance.

The amounts required to be maintained in the Unloaned GIO for the Charge Reserve Amount during the Segment Term may earn a return that is less than the return you might have earned on those amounts in another investment option had you not invested in a Segment.

If you do not specify a minimum Growth Cap Rate acceptable to you, your account value could transfer into a Segment with a Growth Cap Rate that may be lower than what you would have chosen. If a minimum has been specified, account value could remain uninvested in the MSO Holding Account until the next Segment Start Date, if any, where the Growth Cap Rate is at or above the minimum specified by you.

If you die prior to the Segment Maturity Date, your death benefit will be paid as of your date of death and will not be subject to an Early Distribution Adjustment, but you will not receive any positive Index performance.

Upon the exercise of the Policy Continuation Rider, the MSO is no longer available and any Segments will be terminated with an Early Distribution Adjustment and you will forfeit any positive Index performance. If there is any amount remaining in the net policy account value after the Policy Continuation Rider charge has been deducted, such amounts are treated as an additional loan and refunded to you so there will be no amounts in the variable investment options or the MSO.

If you exercise a Living Benefit Rider or an accelerated death benefit rider, any portion of the accelerated payment allocated to an individual Segment will cause a corresponding Early Distribution Adjustment of the Segment Account Value and you will forfeit any positive Index performance.

COVID-19

The COVID-19 pandemic has negatively impacted the U.S. and global economies. A wide variety of factors continue to impact financial and economic conditions, including, among others, volatility in the financial markets, rising inflation rates, supply chain disruptions, continued low interest rates and changes in fiscal or monetary policy. Efforts to prevent the spread of COVID-19 have affected our business directly in a number of ways, including through the temporary closures of many businesses and schools and the institution of social distancing requirements in many states and local communities. Businesses or schools that have reopened have restricted or limited access for the foreseeable future and may do so on a permanent or episodic basis. As a result, our ability to sell products through our regular channels and the demand for our products and services has been significantly impacted.

While we have implemented risk management and contingency plans with respect to the COVID-19 pandemic, such measures may not adequately protect our business from the full impacts of the pandemic. Currently, most of our employees and advisors are continuing to work remotely. Extended periods of remote work arrangements could introduce additional operational risk including, but not limited to, cybersecurity risks, and impair our ability to effectively manage our business. We also outsource a variety of functions to third parties whose business continuity strategies are largely outside our control.

Economic uncertainty resulting from the COVID-19 pandemic may have an adverse effect on product sales and result in existing policyholders withdrawing at greater rates. COVID-19 could have an adverse effect on our insurance business due to increased mortality and morbidity rates. The cost of reinsurance to us for these policies could increase, and we may encounter decreased availability of such reinsurance. If policyholder lapse and surrender rates or premium waivers significantly exceed our expectations, we may need to change our assumptions, models or reserves.

Our investment portfolio has been, and may continue to be, adversely affected by the COVID-19 pandemic. Our investments in mortgages and commercial mortgage-backed securities have been, and could continue to be, negatively affected by delays or failures of borrowers to make payments of principal and interest when due. In some jurisdictions, local governments have imposed delays or moratoriums on many forms of enforcement actions. Furthermore, declines in equity markets and interest rates, reduced liquidity or a continued slowdown in the U.S. or in global economic conditions may also adversely affect the values and cash flows of investments. Market volatility also caused significant increases in credit spreads, and any continued volatility may increase our borrowing costs and decrease product fee income. Further, severe market volatility may leave us unable to react to market events in a prudent manner consistent with our historical investment practices.

The extent of the COVID-19 pandemic’s impact on us will depend on future developments that are still highly uncertain, including the severity and duration of the pandemic, actions taken by governments and other third parties in response to the pandemic and the availability and efficacy of vaccines against COVID-19 and its variants.

Cybersecurity risks and catastrophic events

We rely heavily on interconnected computer systems and digital data to conduct our variable product business. Because our variable product business is highly dependent upon the effective operation of our computer systems and those of our business partners, our business is vulnerable to disruptions from utility outages, and susceptible to operational and information security risks resulting from information systems failure (e.g., hardware and software malfunctions), and cyberattacks. These risks include, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, interference with or denial of service, attacks on websites and other operational disruption and unauthorized use or abuse of confidential customer information. Systems failures and cyberattacks, as well as, any other catastrophic event, including natural and manmade disasters, public health emergencies, pandemic diseases, terrorist attacks, floods or severe storms affecting us, any third-party administrator, the underlying funds, intermediaries and other affiliated or third-party service providers may adversely affect us, our business operations and your account value. Systems failures and cyberattacks may also interfere with our processing of contract transactions, including the processing of orders from our website or with the underlying funds, impact our ability to calculate account values, cause the release and possible destruction of confidential customer or business information, impede order processing, subject us and/or our service providers and intermediaries to regulatory fines and financial losses and/or cause reputational damage. In addition, the occurrence of any pandemic disease (like COVID-19), natural disaster, terrorist attack or any other

event that results in our workforce, and/or employees of service providers and/or third-party administrators, being compromised and unable or unwilling to fully perform their responsibilities, could likewise result in interruptions in our service, including our ability to issue contracts and process contract transactions. Even when our workforce and employees of our service providers and/or third-party administrators can work remotely, those remote work arrangements could result in our business operations being less efficient than under normal circumstances and lead to delays in our issuing contracts and processing of other contract-related transactions, as well as possibly being more susceptible to cyberattacks. Cybersecurity risks and catastrophic events may also impact the issuers of securities in which the underlying funds invest, which may cause the funds underlying your contract to lose value. While there can be no assurance that we or the underlying funds or our service providers will avoid losses affecting your contract due to cyberattacks, information security breaches or other catastrophic events in the future, we take reasonable steps to mitigate these risks and secure our systems and business operations from such failures, attacks and events.

5. Description of the Market Stabilizer Option^®

We offer a Market Stabilizer Option^® that provides a rate of return tied to the performance of the Index.

MSO Holding Account

The amount of each transfer or loan repayment you make to the MSO, and the balance of each premium payment you make to the MSO after any premium charge under your base policy has been deducted, will first be placed in the MSO Holding Account. The MSO Holding Account is a portion of the regular EQ/Money Market variable investment option that will hold amounts allocated to the MSO until the next available Segment Start Date. The MSO Holding Account has the same rate of return and is subject to the same underlying portfolio operating expenses and same mortality and expense risk charges as the EQ/Money Market variable investment option. Please refer to Fee Table of the variable life insurance policy prospectus for more information regarding such expenses. We currently plan on offering new Segments on a monthly basis but reserve the right to offer them less frequently or to stop offering them or to suspend offering them temporarily.

Before any account value is transferred into a Segment, you can transfer amounts from the MSO Holding Account into other investment options available under your policy at any time subject to any transfer restrictions within your policy. You can transfer into and out of the MSO Holding Account at any time up to and including the Segment Start Date provided your transfer request is received at our administrative office by such date. For example, you can transfer policy account value into the MSO Holding Account on the 3rd Friday of June which is the Segment Start Date. That policy account value would transfer into the Segment starting on that date, subject to the conditions mentioned earlier. You can also transfer policy account value out of the MSO Holding Account before the end of the business day on the Segment Start Date and that account value would not be swept into the Segment starting on that date. Please refer to the “How to reach us” section of the variable life insurance policy prospectus for more information regarding contacting us and communicating your instructions. We also have specific forms that we recommend you use for electing the MSO and any MSO transactions.

On the Segment Start Date, account value in the MSO Holding Account, excluding charges and any account value transferred to cover the Charge Reserve Amount, will be transferred into a Segment if all requirements and limitations are met that are discussed under “Segments” immediately below.

Segments

Each Segment will have a Segment Start Date of the 3rd Friday of each calendar month and will have a Segment Maturity Date on the 3rd Friday of the same calendar month in the succeeding calendar year.

In order for any amount to be transferred from the MSO Holding Account into a new Segment on a Segment Start Date, all of the following conditions must be met on that date:

(1)	The Growth Cap Rate for that Segment must be equal to or greater than your minimum Growth Cap Rate (Please see “Growth Cap Rate” in this Prospectus).

(2)	There must be sufficient account value available within the Unloaned GIO and the variable investment options including the MSO Holding Account to cover the Charge Reserve Amount as determined by us on such date (Please see “Charge Reserve Amount” in this Prospectus).

(3)

The Growth Cap Rate must be greater than the sum of the annual interest rate we are currently crediting on the Unloaned GIO (“A”), the annualized monthly Variable Index Segment Account Charge rate (“B”) and the current annualized monthly mortality and expense risk charge rate (“C”). The Growth Cap Rate must be greater than (A+B+C). This is to ensure that the highest possible rate of return that could be received in a Segment after these charges (B+C) have been considered exceeds the interest crediting rate currently being offered in the Unloaned GIO.

(4)	It must not be necessary, as determined by us on that date, for us to make a distribution from the policy during the Segment Term in order for the policy to continue to qualify as life insurance under applicable tax law.

(5)	The total amount allocated to your Segments under your policy on that date must be less than any limit we may have established. At this time there is no limit.

If there is sufficient policy account value in the Unloaned GIO to cover the Charge Reserve Amount, then no transfers from other investment options to the Unloaned GIO will need to be made. If there is insufficient value in the Unloaned GIO to cover the Charge Reserve Amount and we do not receive instructions from you specifying the investment options from which we should transfer the account value to the Unloaned GIO to meet Charge Reserve Amount requirements at the Segment Start Date, or the transfer ~~instruction~~instructions are not possible due to insufficient funds, then the required amount will be ~~executed~~transferred proportionately from your variable investment options including the MSO Holding Account.

If after any transfers there would be an insufficient amount in the Unloaned GIO to cover the Charge Reserve Amount or the Growth Cap Rate for the next available Segment does not qualify per your minimum Growth Cap Rate instructions and the conditions listed above, then your amount in the MSO Holding Account will remain there until we receive further instruction from you. We will mail you a notice informing you that your account value did or did not transfer from the MSO Holding Account into a Segment. These notices are mailed on or about the next business day after the applicable Segment Start Date.

Segment Maturity

Near the end of the Segment Term, we will notify you between 15 and 45 days before the Segment Maturity Date that a Segment is about to mature. At that time, you may choose to have all or a part of:

(a) the Segment Maturity Value rolled over into the MSO Holding Account

(b) the Segment Maturity Value transferred to the variable investment options available under your policy

If we do not receive your transfer instructions before the Segment Maturity Date, your Segment Maturity Value will automatically be rolled over into the MSO Holding Account for investment in the next available Segment, subject to the conditions listed under “Segments” above.

However, if we are not offering the MSO at that time, we will transfer the Segment Maturity Value to the investment options available under your policy per your instructions or to the EQ/Money Market investment option if no instructions are received. Although under the variable life insurance policy we reserve the right to apply a transfer charge up to $25 for each transfer among your investment options, there will be no transfer charges for any of the transfers discussed in this section.

Growth Cap Rate

By allocating your account value to the MSO, you can participate in the performance of the Index up to the applicable Growth Cap Rate that we declare on the Segment Start Date.

Please note that this means you will not know the Growth Cap Rate for a new Segment until after the account value has been transferred from the MSO Holding Account into the Segment and you are not allowed to transfer the account value out of a Segment before the Segment Maturity Date. Please see “Transfers” below.

Each Segment is likely to have a different Growth Cap Rate. Any increases in the Growth Cap Rate above the minimum 6% are set at the ~~net asset~~Company’s sole discretion. However, the Growth Cap Rate will never be less than 6%.

As part of your initial instructions in selecting the MSO, you will specify what your minimum acceptable Growth Cap Rate is for a Segment. You may specify a minimum Growth Cap Rate from 6% to 10%. If the Growth Cap Rate we set, on the Segment Start Date, is below the minimum you specified then the account value ~~calculated~~will not be transferred from the MSO Holding Account into that Segment. If you do not specify a minimum Growth Cap Rate then your minimum Growth Cap Rate will be set at 6%. Therefore, if you do not specify a minimum acceptable Growth Cap Rate, account value could transfer into a Segment with a Growth Cap Rate that may be lower than what you would have chosen. In addition, for account value to transfer into a Segment from the MSO Holding Account, the Growth Cap Rate must be greater than the sum of the annual interest rate we are currently crediting on the Unloaned GIO (“A”), the current annualized monthly Variable

Index Segment Account Charge rate (“B”) and the current annualized monthly mortality and expense risk charge rate (“C”). The Growth Cap Rate must be greater than (A+B+C).

For example, assume that the annual interest rate we are currently crediting on the Unloaned GIO were 4.00%, the current annualized monthly Variable Index Segment Account charge rate were 1.40% and the annualized monthly mortality and expense risk charge rate were 0.85%. Based on those assumptions (which we provide only for illustrative purposes and will not necessarily correspond to actual rates), because these numbers total 6.25%, no amounts would be transferred into any Segment unless we declare a Growth Cap Rate that is higher than 6.25%. Please see “Index-Linked Return” in this Prospectus for more information.

As another example, you may specify a minimum Growth Cap Rate of 8%. If we set the Growth Cap Rate at 8% or higher for a Segment then a transfer from the MSO Holding Account will be made into that new Segment provided all other requirements and conditions discussed in this Prospectus are met. If we set the Growth Cap Rate below 8% then no transfer from the MSO Holding Account will be made into that Segment. No transfer will be made until a Segment Growth Cap Rate equal to or greater than 8% is set and all requirements are met or you transfer account value out of the MSO Holding Account.

You may also subsequently change the minimum Growth Cap Rate by contacting us at our Administrative Office.

Downside Protection

Your protection against negative performance for a Segment held until its Segment Maturity Date is currently -10% (“Downside Protection” also referred to in your policy as the “Segment Loss Absorption Threshold Rate”). We reserve the right, for new Segments, to increase your Downside Protection against negative performance. For example, if we were to adjust the Downside Protection for a Segment to -100%, the Index-Linked Rate of Return for that Segment would not go below 0%. Please note that any increase in the protection against negative performance would likely result in a lower Growth Cap Rate than would otherwise apply. We will provide notice between 15 and 45 days before any change in the Downside Protection is effective. Any change would only apply to new Segments started after the effective date of the change, which (coupled with the 15-45 day notice we will give) will afford you the opportunity to decline to participate in any Segment that reflects a change in the Downside Protection.

Any increases in Downside Protection from the minimum -10% are set at the ~~close~~Company’s sole discretion. However, we may only increase your Downside Protection from the current -10%. Your Downside Protection will never decrease below -10%.

Index-Linked Return

We calculate the Index-Linked Return for a Segment by taking the Index-Linked Rate of ~~business~~Return and multiplying it by the

Segment Account Value on the Segment Maturity Date. The Segment Account Value is net of any Early Distributions and any corresponding Early Distribution Adjustments. The Segment Account Value does not include the Charge Reserve Amount described in this Prospectus.

The following table demonstrates the Index-Linked Rate of Return and the Segment Maturity Value on the Segment Maturity Date based upon a hypothetical range of returns for the S&P 500 Price Return index. This example assumes a 15% Growth Cap Rate, a $1,000 investment in the MSO Segment and a Downside Protection of -10%. No Early Distributions have occurred during the Segment term.


Index Performance Rate of the S&P 500 Price Return index	Index-Linked Rate of Return	Segment Maturity Value
50%	15%	$1,150
25%	15%	$1,150
10%	10%	$1,100
0%	0%	$1,000
-10%	0%	$1,000
-25%	-15%	$850
-50%	-40%	$600
-75%	-65%	$350
-100%	-90%	$100

For instance, we may set the Growth Cap Rate at 15%. Therefore, if the Index has gone up 25% or 50% over your Segment Term, you will receive a 15% credit to your Segment Account Value on the Segment Maturity Date. If the Index had gone up by 10% from your Segment Start Date to your Segment Maturity Date then you would receive a credit of 10% to your Segment Account Value on the Segment Maturity Date.

If the Index had gone down 10% over the Segment Term then you would receive a return of 0% to your Segment Account Value on the Segment Maturity Date.

If the Index had gone down by 25% by your Segment Maturity Date then your Segment Account Value would be reduced by 15% on the Segment Maturity Date. The Downside Protection feature of the MSO will absorb the negative performance of the Index up to -10%.

The Index-Linked Return is only applied to amounts that remain in a Segment until the Segment Maturity Date. For example, a surrender of your policy before Segment maturity will eliminate any Index-Linked Return and be subject to a Early Distribution Adjustment.

Change in Index

If the Index is discontinued or if the calculation of the Index is substantially changed, we reserve the right to substitute an alternative index. We also reserve the right to choose an alternative index at our discretion.

If we were to substitute an alternative index at our discretion, we would provide notice 45 days before making that change. The new index would only apply to new Segments. Any outstanding Segments would mature on their original Segment Maturity Dates.

With an alternative index, the Downside Protection would remain the same or greater. However, an alternative index may reduce the Growth Cap Rates we can offer. We would attempt to choose a substitute index that has a similar investment objective and risk profile to the S&P 500 Price Return index.

If the S&P 500 Price Return index were to be discontinued or substantially changed, thereby affecting the Index-Linked Return of existing Segments, we will mature the Segments based on the most recently available closing value of the Index before it is discontinued or changed. Such maturity will be as of the date of such most recently available closing value of the Index and we will use that closing value to calculate the Index-linked Return through that date. We would apply the full Index performance to that date subject to the full Growth Cap Rate and Downside Protection. For example, if the Index was up 12% at the time we matured the Segment and the Growth Cap Rate was 8%, we would credit an 8% return to your Segment Account Value. If the Index was down 30% at the time we matured the Segment, we would credit a 20% negative return to your Segment Account Value. We would provide notice about maturing the Segment, as soon as practicable and ask for instructions on where to transfer your Segment Maturity Value.

If we are still offering Segments at that time, you can request that the Segment Maturity Value be invested in a new Segment, in which case we will hold the Segment Maturity Value in the MSO Holding Account for investment in the next available Segment subject to the same terms and conditions discussed above under MSO Holding Account and Segments.

In the case of any of the types of early maturities discussed above, there would be no transfer charges or EDA applied and you can allocate the Segment Maturity Value to the investment options available under your policy. Please see “Segment Maturity” in this Prospectus for more information. If we continued offering new Segments, then such a change in the Index may cause lower Growth Cap Rates to be offered. However, we would still provide a minimum Growth Cap Rate of 6% and minimum Downside Protection of -10%. We also reserve the right to not offer new Segments. Please see “Right to Discontinue and Limit Amounts Allocated to the MSO” in this Prospectus.

Charges

There is a current percentage charge of 0.40% of any policy account value allocated to each Segment. We reserve the right to increase or decrease the charge although it will never exceed 1.65%.

The base variable life insurance policy’s mortality and expense risk charge will also be applicable to a Segment Account Value or any amounts held in the MSO Holding Account. The current mortality and expense risk charge deducted monthly is 0.60% of Segment Account Value or and amounts held in the MSO Holding Account during the first 8 policy years, with no charge in policy year 9 and thereafter. We reserve the right to increase or decrease this

charge in the future, although it will never exceed 1.00% during policy years 1-10 and 0.50% during policy years 11 and later. Amounts in the MSO Holding Account reflect fees and expenses of the EQ/Money Market Portfolio, which are described in the prospectuses for the variable life insurance policy and the EQ/Money Market Portfolio. Please refer to the variable life insurance policy prospectus for more information.

Please see “Loan Interest Spread” in the “Fee Table” in this Prospectus for information regarding the “spread” you would pay on any policy loan.

Charge Reserve Amount

If you elect the Market Stabilizer Option^®, you are required to maintain a minimum amount of policy account value in the Unloaned GIO to approximately cover the estimated monthly charges for the policy, (including, but not limited to, the MSO and any optional riders) for the Segment Term. This is the Charge Reserve Amount.

The Charge Reserve Amount will be determined on each Segment Start Date as an amount projected to be sufficient to cover all of the policy’s monthly deductions during the Segment Term, assuming at the time such calculation is made that no interest or investment performance is credited to or charged against the policy account and that no policy changes or additional premium payments are made. The Charge Reserve Amount on other than a Segment Start Date will be the Charge Reserve Amount determined as of the latest Segment Start Date reduced by each subsequent monthly deduction during the longest remaining Segment Term, although it will never be less than zero. This means, for example, that if you are in a Segment (Segment A) and then enter another Segment (Segment B) 6 months later, the Charge Reserve Amount would be re-calculated on the start date of Segment B. The Charge Reserve Amount would be re-calculated to cover all of the policy’s monthly deductions during the Segment Terms for both Segments A and B.

When you select the MSO, as part of your initial instructions, you will be asked to specify the investment options from which we should transfer the account value to the Unloaned GIO to meet Charge Reserve Amount requirements, if necessary. No transfer restrictions apply to amounts that you wish to transfer into the Unloaned GIO to meet the Charge Reserve Amount requirement. If your values in the variable investment options including the MSO Holding Account and the unloaned portion of our GIO are insufficient to cover the Charge Reserve Amount, no new Segment will be established. Please see “Segments” above for more information regarding the Charge Reserve Amount and how amounts may be transferred to meet this requirement.

Please note that the Charge Reserve Amount may not be sufficient to cover actual monthly deductions during the Segment Term. Although the Charge Reserve Amount will be re-calculated on each Segment Start Date, and the amount already present in the Unloaned GIO will be supplemented through transfers from your value in the variable investment options including the MSO Holding Account, if necessary to

meet this requirement, actual monthly deductions could vary up or down during the Segment Term due to various factors including but not limited to requested policy changes, additional premium payments, investment performance, loans, policy partial withdrawals from other investment options besides the MSO, and any changes we might make to current policy charges.

Please also refer to the life insurance policy prospectus for more information.

How we deduct policy monthly charges during a Segment Term

Under your base variable life insurance policy, monthly deductions are allocated to the variable investment options and the Unloaned GIO according to deduction allocation percentages specified by you or based on a proportionate allocation should any of the individual investment option values be insufficient.

However, if the Market Stabilizer Option^® is elected, on the Segment Start Date, deduction allocation percentages will be changed so that 100% of monthly deductions will be taken from the Charge Reserve Amount and then any remaining value in the Unloaned GIO, if the Charge Reserve Amount is depleted, during the Segment Term. In addition, if the value in the Unloaned GIO is ever insufficient to cover monthly deductions during the Segment Term, the base policy’s proportionate allocation procedure will be modified as follows:

1.	The first step will be to take the remaining portion of the deductions proportionately from the values in the variable investment options, including any value in the MSO Holding Account but excluding any Segment Account Values.

2.	If the Unloaned GIO and variable investment options, including any value in the MSO Holding Account, are insufficient to cover deductions in their entirety, the remaining amount will be allocated to the individual Segments proportionately, based on the current Segment Distribution Values.

3.	Any portion of a monthly deduction allocated to an individual Segment will generate a corresponding Early Distribution Adjustment of the Segment Account Value.

The effect of those procedures is that account value will be taken out of a Segment to pay a monthly deduction (and an EDA therefore applied) only if there is no remaining account value in any other investment options, as listed in 1. and 2. above.

In addition, your base variable life insurance policy will lapse if your net policy account value or net cash surrender value (please refer to your base variable life insurance policy prospectus for a further explanation of these terms) is not enough to pay your policy’s monthly charges when due (unless one of the available guarantees against termination is applicable). If you have amounts allocated to MSO Segments, the Segment Distribution Value will be used in place of the Segment Account Value in calculating the net policy account value and net cash surrender value.

These modifications will apply during any period in which a Segment exists and has not yet reached its Segment Maturity Date.

Early Distribution Adjustment

Overview

Before a Segment matures, if you surrender your policy, take a loan from a Segment or have another Early Distribution, we will apply an Early Distribution Adjustment.

The application of the EDA is based on your agreement (under the terms of the MSO) to be exposed to the risk that, at the Segment Maturity Date, the Index will have fallen by more than 10%. The EDA uses what we refer to as a Put Option Factor to estimate the market value, at the time of an Early Distribution, of the risk that you would suffer a loss if your Segment were continued (without taking the Early Distribution) until its Segment Maturity Date. By charging you with a deduction equal to that estimated value, the EDA provides a treatment for an Early Distribution that is designed to be consistent with how distributions at the end of a Segment are treated when the Index has declined over the course of that Segment.

In the event of an Early Distribution even if the Index has experienced positive performance since the Segment Start Date, the EDA will cause you to lose principal and previously credited interest through the application of the Put Option Factor and that loss may be substantial. That is because there is always some risk that the Index would have declined by the Segment Maturity Date such that you would suffer a loss if the Segment were continued (without taking any Early Distribution) until that time. The overall impact of the EDA is to reduce your Segment Account Value and your other policy values.

We determine the EDA and the Put Option Factor by formulas that are described below under “Additional Detail.”

Important Considerations

When any surrender, loan, charge deduction or other distribution is made from a Segment before its Segment Maturity Date:

You will forfeit any positive Index performance with respect to these amounts. Instead, any of these pre- Segment Maturity Date distributions will cause an EDA to be applied that will usually result in a reduction in your values. Surrender charges and tax consequences also could apply to Early Distributions. Therefore, you should give careful consideration before taking any such early loan or surrender, exercising a rider or allowing the value in your other investment options to fall so low that we must make any monthly deduction from a Segment; and

2.	The EDA will be applied, which means that:

If the Index has fallen more than 10% since the Segment Start Date, the EDA would generally have the effect of charging you for (i) the full amount of that loss below 10%, plus (ii) an additional amount for the risk that the Index might decline further by the Segment Maturity Date. (Please see example III in Appendix “Early Distribution Adjustment Examples” for further information.)

If the Index has fallen since the Segment Start Date, but by less than 10%, the EDA would charge you for the risk that, by the Segment Maturity Date, the index might have declined further to a point more than 10% below what it was at the Segment Start Date. (Please see example I in Appendix “Early Distribution Adjustment Examples” for further information.) This charge would generally be less than the amount by which the Index had fallen from the Segment Start Date through the date we apply the EDA. It also would generally be less than it would be under the circumstances in 2a. above.

If the Index has risen since the Segment Start Date, the EDA would not credit you with any of such favorable investment performance. Instead, the EDA would charge you for the risk that, by the Segment Maturity Date, the index might have declined to a point more than 10% below what it was at the Segment Start Date. (Please see examples II and IV in Appendix “Early Distribution Adjustment Examples” for further information.) This charge would generally be less than it would be under the circumstances in 2a. and 2b. above.

For the reasons discussed above, the Early Distribution Adjustment to the Segment Account Value will usually reduce the amount you would receive when you surrender your policy prior to a Segment Maturity Date. For loans and charge deductions, the Early Distribution Adjustment would usually further reduce the account value remaining in the Segment Account Value and therefore decrease the Segment Maturity Value.

Surrender charges and tax consequences can also apply to Early Distributions.

Additional Detail

For purposes of determining the Segment Distribution Value prior to a Segment Maturity Date, the EDA is the Put Option Factor multiplied by the Segment Account Value.

The Put Option Factor multiplied by the Segment Account Value represents, at any time during the Segment Term, the estimated market value of your potential exposure to negative S&P 500 Price Return index performance that is worse than -10%. The Put Option Factor, on any date, represents the estimated value on that date of a hypothetical “put option” (as described below) on the Index having a notional value equal to $1 and strike price at Segment Maturity equal to $0.90 ($1 plus the Downside Protection which is currently -10%). The strike price of the option ($0.90) is the difference

between a 100% loss in the S&P 500 Price Return index at Segment Maturity and the 10% loss at Segment Maturity that would be absorbed by the Downside Protection feature of the MSO (please see “Growth Cap Rate” in this Prospectus for an explanation of the Downside Protection.) In a put option on an index, the seller will pay the buyer, at the maturity of the option, the difference between the strike price — which was set at issue — and the underlying index closing price, in the event that the closing price is below the strike price. Prior to the maturity of the put option, its value generally will have an inverse relationship with the index. The notional value can be described as the price of the underlying index at inception of the contract. Using a notional value of $1 facilitates computation of the percentage change in the Index and the put option factor.

The Company will utilize a fair market value methodology to determine the Put Option Factor.

For this purpose, we use the Black Scholes formula for valuing a European put option on the S&P 500 Price Return index, assuming a continuous dividend yield, with inputs that are consistent with current market prices.

The inputs to the Black Scholes Model include:

(1)

Implied Volatility of the Index — This input varies with (i) how much time remains until the Maturity Date of the Segment from which an Early Distribution is being made, which is determined by using an expiration date for the hypothetical put option that corresponds to that time remaining and (ii) the relationship between the strike price of the hypothetical put option and the level of the S&P 500 Price Return index at the time of the Early Distribution. This relationship is referred to as the “moneyness” of the hypothetical put option described above, and is calculated as the ratio of the $0.90 strike price of that hypothetical put option to what the level of the S&P 500 Price Return index would be at the time of the Early Distribution if the Index had been $1 at the beginning of the Segment. Direct market data for these inputs for any given Early Distribution are generally not available, because put options on the Index that actually trade in the market have specific maturity dates and moneyness values that are unlikely to correspond precisely to the Maturity Date and moneyness of the hypothetical put option that we use for purposes of calculating the EDA.

Accordingly, we use the following method to estimate the implied volatility of the index. We receive daily quotes of implied volatility from banks using the same Black Scholes model described above and based on the market prices for certain S&P 500 Price Return put options. Specifically, implied volatility quotes are obtained for put options with the closest maturities above and below the actual time remaining in the Segment at the time of the Early Distribution and, for each maturity, for those put options having the closest moneyness value above and below the actual moneyness of the hypothetical put option described above, given the level of the S&P 500 Price Return index at the

time of the Early Distribution. In calculating the Put Option Factor, we will derive a volatility input for your Segment’s time to maturity and strike price by linearly interpolating between the implied volatility quotes that are based on the actual adjacent maturities and moneyness values described above, as follows:

(a)

We first determine the implied volatility of a put option that has the same moneyness as the hypothetical put option but with the closest available time to maturity shorter than your Segment’s remaining time to maturity. This volatility is derived by linearly interpolating between the implied volatilities of put options having the moneyness values that are above and below the moneyness value of the hypothetical put option.

(b)

We then determine the implied volatility of a put option that has the same moneyness as the hypothetical put option but with the closest available time to maturity longer than your Segment’s remaining time to maturity. This volatility is derived by linearly interpolating between the implied volatilities of put options having the moneyness values that are above and below the moneyness value of the hypothetical put option.

(c)

The volatility input for your Segment’s time to maturity will then be determined by linearly interpolating between the volatilities derived in steps (a) and (b).

(2)

Overnight Indexed Swap (OIS) Rate — Key duration OIS rates will be retrieved from a recognized financial reporting vendor. OIS rates will be retrieved for maturities adjacent to the actual time remaining in the Segment at the time of the Early Distribution. We will use linear interpolation to derive the exact remaining duration rate needed as the input.

(3)	Index Dividend Yield — On a daily basis we will get the projected annual dividend yield across the entire Index. This value is a widely used assumption and is readily available from recognized financial reporting vendors.

In general, the Put Option Factor has an inverse relationship with the S&P 500 Price Return index. In addition to the factors discussed above, the Put Option Factor is also influenced by time to Segment Maturity. We determine Put Option Factors at the end of each business day. Generally, a business day ~~thereafter on which~~is any day the New York Stock Exchange is open for ~~business. Such~~trading. If any inputs to the Black Scholes formula are unavailable on a business day, we would use the value of the input from the most recent preceding business day. The Put Option Factor that applies to a transaction or valuation made on a business day will be the Factor for that day. The Put Option Factor that applies to a transaction or valuation made on a non-business day will be the Factor for the next business day.

Appendix “Early Distribution Adjustment Examples” provides examples of how the Early Distribution Adjustment is calculated.

Transfers

The Company does not impose the policy’s $25 transfer charge to transfer into and out of the MSO Holding Account and you can make a transfer at any time to or from the investment options available under your policy subject to any transfer restrictions within your policy. Any restrictions applicable to transfers between the MSO Holding Account and such investment options would be the same transfer restrictions applicable to transfers between the investment options available under your policy. However, once policy account value has been swept from the MSO Holding Account into a Segment, transfers into or out of that Segment before its Segment Maturity Date will not be permitted. In order to transfer account value to the MSO, there must be sufficient funds remaining in the guaranteed interest option following the transfer to cover the Charge Reserve Amount. Please note that while a Segment is in effect, before the Segment Maturity Date, the amount available for transfers from the Unloaned GIO will be limited to avoid reducing the Unloaned GIO below the remaining Charge Reserve Amount.

Thus the amount available for transfers from the Unloaned GIO will not be greater than any excess of the Unloaned GIO over the remaining Charge Reserve Amount.

Please also refer to the life insurance policy prospectus for more information.

Withdrawals

Once policy account value has been swept from the MSO Holding Account into a Segment, you will not be allowed to withdraw the account value out of a Segment before the Segment Maturity Date unless you surrender your policy. You may also take a loan; please see “Loans” in this Prospectus for more information. Any account value taken out of a Segment before the Segment Maturity Date will generate an Early Distribution Adjustment. Please note that while a Segment is in effect, before the Segment Maturity Date, the amount available for withdrawals from the Unloaned GIO will be limited to avoid reducing the Unloaned GIO below the Charge Reserve Amount. Thus, if there is any policy account value in a Segment, the amount which would otherwise be available to you for a partial withdrawal of net cash surrender value will be reduced, by the amount (if any) by which the sum of your Segment Distribution Values and the Charge Reserve Amount exceeds the policy surrender charge.

If the policy owner does not indicate or if we cannot allocate the withdrawal as requested due to insufficient funds, we will allocate the withdrawal proportionately from your values in the Unloaned GIO (excluding the Charge Reserve Amount) and your values in the variable investment options including the MSO Holding Account.

Cash Surrender Value, Net Cash Surrender Value and Loan Value

If you have amounts allocated to MSO Segments, the Segment Distribution Values will be used in place of the Segment Account Values in calculating the amount of any cash surrender value, net cash surrender value and maximum amount available for loans. This means an EDA would apply to those amounts. Please see Appendix “Early Distribution Adjustment Examples” for more information.

Guideline Premium Force-outs

For policies that use the Guideline Premium Test, a new Segment will not be established or created if we determine, when we process your election, that a distribution from the policy will be required to maintain its qualification as life insurance under federal tax law at any time during the Segment Term.

However, during a Segment Term if a distribution becomes necessary under the force-out rules of Section 7702 of the Internal Revenue Code, it will be deducted proportionately from the values in the Unloaned GIO (excluding the Charge Reserve Amount) and in any variable investment option, including any value in the MSO Holding Account but excluding any Segment Account Values.

If the Unloaned GIO (excluding the Charge Reserve Amount) and variable investment options, including any value in the MSO Holding Account, are insufficient to cover the force-out in its entirety, any remaining amount required to be forced out will be taken from the individual Segments proportionately, based on the current Segment Distribution Values.

Any portion of a force-out distribution taken from an individual Segment will generate a corresponding Early Distribution Adjustment of the Segment Account Value.

If the Unloaned GIO (excluding the remaining Charge Reserve Amount), together with the variable investment options including any value in the MSO Holding Account, and the Segment Distribution Values, is still insufficient to cover the force-out in its entirety, the remaining amount of the force-out will be allocated to the Unloaned GIO and reduce or eliminate any remaining Charge Reserve Amount under the Unloaned GIO.

Loans

Please see the variable life insurance policy prospectus for information regarding policy loan provisions. The maximum loan interest rate that will be charged to the amounts you borrow for a policy year shall be the greater of (1) the “Published Monthly Average,” as defined below, for the calendar month that ends two months before the date of determination and (2) the guaranteed minimum interest crediting rate for the Guaranteed Interest Option plus 1% per year. “Published Monthly Average” means the Moody’s Corporate Bond Yield Average - Monthly Average Corporates published by Moody’s Investors Service, Inc., or any successor to it.

You may specify how your loan is to be allocated among the MSO, the variable investment options and the Unloaned GIO. Any portion of a requested loan allocated to the MSO will be redeemed from the individual Segments and the MSO Holding Account proportionately, based on the value of the MSO Holding Account and the current Segment Distribution Values of each Segment. Any portion allocated to an individual Segment will generate a corresponding Early Distribution Adjustment of the Segment Account Value and be subject to a higher guaranteed maximum loan spread (5%). The loan spread is the difference between the interest rate we charge on the amounts borrowed and the interest rate credited on amounts held as collateral. The guaranteed minimum interest rate credited on loan collateral is 1%.

For example, if the current rate credited on loan collateral is 1% per year, then the rate charged on amounts of the loan allocated to the MSO will be at most 1% plus 5% for a total of 6% per year subject to the maximum loan interest rate that will be applied to the amounts you borrow.

If you do not specify or if we cannot allocate the loan according to your specifications, we will allocate the loan proportionately from your values in the Unloaned GIO (excluding the Charge Reserve Amount) and your values in the variable investment options including the MSO Holding Account.

If the Unloaned GIO (excluding the remaining amount of the Charge Reserve Amount), together with the variable investment options including any value in the MSO Holding Account, are insufficient to cover the loan in its entirety, the remaining amount of the loan will be allocated to the individual Segments proportionately, based on current Segment Distribution Values.

Any portion of a loan allocated to an individual Segment will generate a corresponding Early Distribution Adjustment of the Segment Account Value and be subject to a higher guaranteed maximum loan spread.

If the Unloaned GIO (excluding the remaining amount of the Charge Reserve Amount), together with the variable investment options including any value in the MSO Holding Account and the Segment Distribution Values, are still insufficient to cover the loan in its entirety, the remaining amount of the loan will be allocated to the Unloaned GIO and will reduce or eliminate the remaining Charge Reserve Amount.

Loan interest is due on each policy anniversary. If the interest is not paid when due, it will be added to your outstanding loan and allocated on the same basis as monthly deductions. See “How we deduct policy monthly charges during a Segment Term.”

Whether or not any Segment is in effect and has not yet reached its Segment Maturity Date, loan repayments will first reduce any loaned amounts that are subject to the ~~Company's rules~~higher maximum loan interest spread. Loan repayments will first be used to restore any amounts that, before being designated as loan collateral, had been in the Unloaned GIO. Any portion of an additional loan repayment allocated to the MSO at the policy owner’s direction (or according to premium allocation percentages) will be transferred to the MSO Holding Account to await the next available Segment Start Date and will be subject to the same conditions described in this Prospectus.

Asset Rebalancing Service

If you are invested in MSO, you may also elect the Asset Rebalancing Service. However, any amounts allocated to the MSO will not be included in the rebalance transactions. The investment options available to your Asset Rebalancing Service do not include the MSO Holding Account or Segments. Please see the variable life insurance policy prospectus for ~~such privilege. Currently, there are no limitations~~more information.

Your right to cancel within a certain number of days

Please refer to the variable insurance policy prospectus for more information regarding your right to cancel your policy within a certain number of days and the Investment Start Date, which is the business day your investment first begins to earn a return for you. However, the policy prospectus provisions that address when amounts will be allocated to the investment options do not apply to amounts allocated to the MSO.

In those states that require us to return your premium without adjustment for investment performance within a certain number of days, we will initially put all amounts which you have allocated to the MSO into our EQ/Money Market investment option. If we have received all necessary requirements for your policy as of the day your policy is issued, on the ~~number~~first business day following the later of ~~transfers between subaccounts. Our current transfer restrictions are set forth~~the twentieth day after your policy is issued or the Investment Start Date (30th day in most states if your policy is issued as the result of a replacement), we will re-allocate those amounts to the MSO Holding Account where they will remain until the next available Segment Start Date, at which time such amounts will be transferred to a new Segment of the MSO subject to meeting the conditions described in this Prospectus. However, if we have not received all necessary requirements for your policy as of the day your policy is issued, we will re-allocate those amounts to the MSO Holding Account on the 20th day (longer if your policy is issued as the result of a replacement) following the date we receive all necessary requirements to put your policy in force at our Administrative Office. Your financial professional can provide further information on what requirements may apply to your policy.

In all other states, any amounts allocated to the MSO will first be allocated to the MSO Holding Account where they will remain for 20 days (unless the policy is issued as the result of a replacement, in which case amounts in the ~~"Disruptive transfer activity" section below. Transfers~~MSO Holding Account will remain there for 30 days (45 days in Pennsylvania)). Thereafter, such amounts will be transferred to a new Segment of the MSO on the next available Segment Start Date, subject to meeting the conditions described in this Prospectus.

Right to Discontinue and Limit Amounts Allocated to the MSO

We reserve the right to restrict or terminate future allocations to the MSO at any time. If this right were ever to be exercised by us, all Segments outstanding as of the effective date of the restriction would be guaranteed to continue uninterrupted until the Segment Maturity Date. As each such Segment matured, the balance would be reallocated to the Unloaned GIO and/or variable investment options per your instructions, or to the EQ/Money Market investment option if no instructions are received. We may ~~be postponed~~also temporarily suspend offering Segments at any time and for any ~~period during which (1) the New York Stock Exchange is closed other than customary weekend and holiday closings, or (2) trading on the New York Stock Exchange is restricted~~reason including emergency conditions as determined by the Securities and Exchange ~~Commission, or (3)~~Commission. We also reserve the right to establish a maximum amount for any single policy that can be allocated to the MSO.

Transfers are limited to an ~~emergency exists as a result of which disposal of securities held by the Fund is~~amount that will not ~~reasonably practicable or it is not reasonably practicable to determine~~cause the value of the ~~net assets~~MSO Holding Account and MSO Segments to be more than 50% of the ~~Fund. A transfer~~total unloaned Policy Account Value. This policy account restriction does not apply to MSO Segment rollovers or to transfers initiated by our Automatic Transfer Service.

Impact of MSO Election on Other Policy Riders and/or Services

If your policy has the Policy Continuation Rider, and your policy goes on Policy Continuation while you have amounts invested in MSO, you will forfeit any positive Index performance and be subject to an Early Distribution Adjustment with respect to these amounts. If there is any amount remaining in the net policy account value after the Policy Continuation Rider charge is not currently imposed on transfers. (See "Deductions from fund value -- Transfer charge.") However, the Company reserves the right to impose a charge which will not exceed $25 per transfer. If imposed the charge will behas been deducted, from the first subaccount(s) or the Guaranteed Interest Account with Market Value Adjustment you designate funds to be transferred from. This charge is in addition to the amount transferred. All transfers in a single requestsuch amounts are treated as ~~one transfer transaction. A transfer resulting from the first reallocation of Fund Value at the end of the right~~an additional loan and refunded to return contract period will not be subject to a transfer charge and transfers made at the end of an Accumulation Period of amounts allocated to the Guaranteed Interest Account with Market Value Adjustment (see below) will not be subject to a transfer charge. Under present law, transfers are not taxable transactions. TRANSFERS INVOLVING THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT. Transfers may be made from the Guaranteed Interest Account with Market Value Adjustment at any time, but, if they are made before the end of the 3, 5, 7, or 10 year Accumulation Periodyou so there will be ~~a market value adjustment for Contracts issued in most states. If the transfer request is received within 30 days before the end of the Accumulation Period,~~ no market value adjustment will apply. If multiple Accumulation Periods are in effect, your transfer request must specify from which Accumulation Period(s) we are to make the transfer. Contracts issued in Maryland, Massachusetts, New Jersey, Oklahoma, Oregon, Pennsylvania, South Carolina, Texas and Washington with fund valueamounts in the ~~Guaranteed Interest Account with Market Value Adjustment must maintain a minimum Fund Value in~~variable investment options or the Guaranteed Interest Account with Market Value Adjustment of $2,500. Please see "Payment and allocation of Purchase Payments" earlier in this section "Detailed information about the Contract" for more information about your role in managing your allocations. PORTFOLIO REBALANCING. Our portfolio rebalancing program can help prevent a well-conceived investment strategy from becoming diluted over time. Investment performance will likely cause the allocation percentages you originally selected to shift. With this program, you may instruct us to periodically reallocate values in your Contract. The program does not guarantee an investment gain or protect against an investment loss. You may elect or terminate the rebalancing program at any time. You may also change your allocations under the program at any time. Requesting a transfer while enrolled in our rebalancing program will automatically terminate your participation in the program. This means that your accountMSO. In addition, MSO will no longer be ~~rebalanced~~available once you go on Policy Continuation.

If a ~~periodic basis. You must provide us with written instructions if you wish~~Living Benefits Rider or an accelerated death benefit rider (which may be referred to as a “total and permanent disability accelerated death benefit rider” or a “limited life expectancy accelerated death benefit rider”) is exercised, the portion of the cash surrender value that is on lien and is allocated to your ~~account to be rebalanced~~values in the ~~future. TELEPHONE/FAX/WEB TRANSACTIONS Prior allocation instructions may be changed or transfers requested by telephone, fax or via~~variable investment options under your policy and investment in the web subject to the Company's guidelines (which we believe to be reasonable) and the Company's right to modify or terminate the telephone/fax/web privilege. The Company reserves the right to deny any telephone, fax or web request. If all telephone lines are busy or the Internet is not available (for example, during periods of substantial market fluctuations), Owners may be unable to request telephone, fax or web allocation changes or transfers by telephone, fax or web. In such cases, an Owner would submit a written request. We have adopted guidelines relating to changes of allocations and transfers by telephone, fax or web which, among other things, outlines procedures designed to prevent unauthorized instructions. If the Owner does not follow these procedures: (1) the Company shall not be liable for any loss as a result of following fraudulent telephone, fax or web instructions; and (2) the Owner will, therefore, bear the entire risk of loss due to fraudulent telephone, fax or web instructions. 23 DETAILED INFORMATION ABOUT THE CONTRACT A copy of the guidelines and our form for electing telephone/facsimile transfer privileges is available from your financial professional or by calling us at (800) 487-6669, Monday through Friday, 9 a.m. to 5 p.m., Eastern Time. Web transfer privileges and a copy of the guidelines and forms are available online at www.axaonline.com. The telephone or fax allocation and transfer privileges may also be elected by completing the telephone or fax authorization. The Company's form or a Contract application with a completed telephone or fax authorization must be signed and received at the Company's Operations Center before telephone or fax allocation instructionsMSO will be ~~accepted. To elect web allocation~~transferred to and transfer privileges, you must log on to www.axaonline.com, and register for online account access. This online application must be electronically signed and received by the Company via the internet before web transaction instructions will be accepted. SPECIAL NOTE ON RELIABILITY. Please note that the internet or our telephone system may not always be available. Any system, whether it is yours, your service provider's, or your registered representative's, can experience unscheduled outages or slowdowns for a variety of reasons. These outages or slowdowns may delay or prevent our processing of your request. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances. If you are experiencing problems, you can make your transactions by writing our Operations Center. DISRUPTIVE TRANSFER ACTIVITY You should note that the Contract is not designed for professional "market timing" organizations, or other organizations or individuals engaging in a market timing strategy. The Contract is not designed to accommodate programmed transfers, frequent transfers or transfers that are large in relation to the total assets of the underlying portfolio. Frequent transfers, including market timing and other program trading or short-term trading strategies, may be disruptive to the underlying portfolios in which the subaccounts invest. Disruptive transfer activity may adversely affect performance and the interests of long-term investors by requiring a portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, a portfolio may have to sell its holdings to have the cash necessary to redeem the market timer's investment. This can happen when it is not advantageous to sell any securities, so the portfolio's performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because a portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of portfolio investments may impede efficient portfolio management and impose increased transaction costs, suchmaintained as brokerage costs, by requiring the portfolio manager to effect more frequent purchases and sales of portfolio securities. Similarly, a portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. Portfolios that invest a significant portion of their assets in foreign securities or the securities of small- and mid-capitalization companies tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than portfolios that do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. markets. Securities of small- and mid-capitalization companies present arbitrage opportunities because the market for such securities may be less liquid than the market for securities of larger companies, which could result in pricing inefficiencies. Please see the prospectuses for the underlying portfolios for more information on how portfolio shares are priced. We currently use the procedures described below to discourage disruptive transfer activity. You should understand, however, that these procedures are subject to the following limitations: (1) they primarily rely on the policies and procedures implemented by the underlying portfolios; (2) they do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity; and (3) the design of market timing procedures involves inherently subjective judgments, which we seek to make in a fair and reasonable manner consistent with the interests of all policy and contract owners. We currently require that any transfer request that would result in an aggregated transfer amount of $250,000 or more in a single day must be submitted in writing to our customer service office by U.S. mail (first class). Overnight mail is not permitted for those transfer requests. We monitor the $250,000 daily threshold on a monthly basis and combine transfer activities for all contracts with the same or related owner. We do not permit exceptions to this policy. We may change this policy, and any new or revised policy will apply to all Contract holders uniformly. We offer subaccounts with underlying portfolios that are part of the AXA Premier VIP Trust and EQ Advisors Trust, as well as subaccounts with underlying portfolios of outside trusts with which AXA Equitable has entered participation agreements (the "unaffiliated trusts" and, collectively with the AXA Premier VIP Trust and EQ Advisors Trust, the "trusts"). The trusts have adopted policies and procedures regarding disruptive transfer activity. They discourage frequent purchases and redemptions of portfolio shares and will not make special arrangements to accommodate such transactions. They aggregate inflows and outflows for each portfolio on a daily basis. On any day when a portfolio's net inflows or outflows exceed an established monitoring threshold, the trust obtains from us contract owner trading activity. The affiliated trusts currently consider transfers into and out of (or vice versa) the same subaccount within a five business day period as potentially disruptive transfer activity. When a Contract is identified in connection with potentially disruptive transfer activity for the first time, a letter is sent to the Contract owner explaining that there is a policy against disruptive transfer activity and that if such activity continues, certain transfer privileges may be eliminated. If and when the contract owner is identified a second time as engaged in potentially disruptive transfer activity under the Contract, we currently prohibit the use of voice, fax and automated transaction services. We currently apply such action for the remaining life of each affected contract. We or a trust may change the definition of potentially disruptive transfer activity, the monitoring procedures and thresholds, any notification procedures, and the procedures to restrict this activity. Any new or revised policies and procedures will apply to all contract owners uniformly. We do not permit exceptions to our policies restricting disruptive transfer activity. Each unaffiliated trust may have its own policies and procedures regarding disruptive transfer activity. If an unaffiliated trust advises us that there may be disruptive activity from one of our contract owners, we will work with the unaffiliated trust to review contract owner trading activity. Each trust reserves the right to reject a transfer that it DETAILED INFORMATION ABOUT THE CONTRACT 24 believes, in its sole discretion, is disruptive (or potentially disruptive) to the management of one of its portfolios. Please see the prospectuses for the trusts for more information. It is possible that a trust may impose a redemption fee designed to discourage frequent or disruptive trading by contract owners. As of the date of this prospectus, the trusts had not implemented such a fee. If a redemption fee is implemented by a trust, that fee, like any other trust fee, will be borne by the contract owner. Contract owners should note that it is not always possible for us and the underlying trusts to identify and prevent disruptive transfer activity. In addition, because we do not monitor for all frequent trading at the separate account level, contract owners may engage in frequent trading which may not be detected, for example, due to low net inflows or outflows on the particular day(s). Therefore, no assurance can be given that we or the trusts will successfully impose restrictions on all potentially disruptive transfers. Because there is no guarantee that disruptive trading will be stopped, some contract owners may be treated differently than others, resulting in the risk that some contract owners may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity. The potential effects of frequent transfer activity are discussed above. TERMINATION OF THE CONTRACT The Contract will remain in effect until the earlier of: (1) the date the Contract is surrendered in full, (2) the date annuity payments start, (3) the Contract Anniversary on which, after deduction for any annual contract charge then due, no Fund Value in the subaccounts and the Guaranteed InterestUnloaned GIO.

You may tell us how much of the accelerated payment is to be transferred from your value in each variable investment option and your value in the MSO. Units will be redeemed from each variable investment option sufficient to cover the amount of the accelerated payment that is allocated to it and transferred to the Unloaned GIO.

Any portion of the payment allocated to the MSO based on your instructions will be deducted from any value in the MSO Holding Account and the individual Segments on a pro-rata basis, based on any value in the MSO Holding Account and the current Segment Distribution Value of each Segment, and transferred to the Unloaned GIO.

Any portion of the payment allocated to an individual Segment will cause a corresponding Early Distribution Adjustment of the Segment Account Value and forfeit of Index performance. If you do not tell us how to allocate the payment, or if we cannot allocate it based on your directions, we will allocated it based on our rules then in effect. Allocation rules will be provided upon request. Such transfers will occur as of the date we approve an accelerated death benefit payment. There will be no charge for such transfers.

About Separate Account with Market Value Adjustment remains in the Contract, or (4) the date the death benefit is payable under the Contract. 25 DETAILED INFORMATION ABOUT THE CONTRACT 5. DESCRIPTION OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT -------------------------------------------------------------------------------- GENERAL The Guaranteed Interest Account with Market Value Adjustment is an allocation option available under the contract. The Guaranteed Interest Account with Market Value Adjustment may not be available in every state jurisdiction. 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. No. 67

Amounts allocated to the ~~General Account of the~~Equitable Financial Life Insurance Company MSO 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 toheld in a ~~particular Accumulation Period of the Guaranteed Interest Account with Market Value Adjustment, however, will~~“non-unitized” separate account we have no claim against any particular assets of the Company. The Guaranteed Interest Account with Market Value Adjustment provides for a Specified Interest Rate, which is a guaranteed interest rate that will be credited as long as any amount allocated to the Guaranteed Interest Account with Market Value Adjustment is not distributed for any reason prior to the Maturity Date of the particular Accumulation Period chosen by the Owner. Generally, a 3-year Accumulation Period offers guaranteed interest at a Specified Interest Rate over three years, a 5-year Accumulation Period offers guaranteed interest at a Specified Interest Rate over five years, and so on. Because the Maturity Date is the Monthly Contract Anniversary immediately prior to the 3, 5, 7 or 10 year anniversary of the start of the Accumulation Period, the Accumulation Period may be up to 31 days shorter than the 3, 5, 7 or 10 years, respectively. Although the Specified Interest Rate will continue to be credited as long as Fund Value remains in an Accumulation Period of the Guaranteed Interest Account with Market Value Adjustment prior to the Maturity Date of that Accumulation Period, surrenders or transfers (including transfers to the Loan Account as a result of a request by the Owner for a Loan) will be subject to a Market Value Adjustment, as described below. Market Value Adjustments do not apply upon annuitization under Settlement Option 3 or 3A. Market Value Adjustments do not apply for partial or full surrenders or transfers requested within 30 days before the end of the Accumulation Period, nor to any benefits paid upon the death of the Annuitant. The Market Value Adjustment does apply to benefits paid upon death of the Owner. Market Value Adjustments also do not apply to Contracts issued in Maryland, Massachusetts, New Jersey, Oklahoma, Oregon, Pennsylvania, South Carolina, Texas and Washington. In addition, Contracts issued in these states must maintain a minimum Fund Value balance of $2,500 in the Guaranteed Interest Account with Market Value Adjustment when an allocation to this account is chosen. GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT The Guaranteed Interest Account with Market Value Adjustment is a part of the Company's General Account which consists of all the Company's assets other than assets allocated to segregated investment accounts of the Company, including MONY America Variable Account A. -------------------------------------------------------------------------------- MARKET VALUE ADJUSTMENT -- An amount added to or deducted from the amount surrendered or transferred from the Guaranteed Interest Account with Market Value Adjustment for contracts issued in certain states. ACCUMULATION PERIOD -- Currently 3, 5, 7 and 10 years. The Accumulation Period starts on the Business Day that falls on, or next follows the date the Purchase Payment is transferred into the Guaranteed Interest Account with Market Value Adjustment and ends on the monthly Contract anniversary immediately prior to the last day of that Accumulation Period. (THE ACCUMULATION PERIOD IS LIMITED TO ONE YEAR FOR CONTRACTS ISSUED IN MARYLAND, THE COMMONWEALTH OF MASSACHUSETTS, NEW JERSEY, OKLAHOMA, OREGON, THE COMMONWEALTH OF PENNSYLVANIA, SOUTH CAROLINA, TEXAS AND WASHINGTON.) CONTRACT YEAR -- Any period of twelve (12) months commencing with the Effective Date and each Contract Anniversary thereafter. CONTRACT ANNIVERSARY -- An anniversary of the Effective Date of the Contract. -------------------------------------------------------------------------------- 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 availableestablished under the Contract may be wholly or partially allocated to the Guaranteed Interest Account with Market Value Adjustment. There is no minimum amount of any allocation of either Purchase Payments or transfers of Fund Value to the Guaranteed Interest Account with Market Value Adjustment. The one (1) year Accumulation Period (which is limited to certain states in which there is no Market Value Adjustment), requires the Guaranteed Interest Account to have a minimum Fund Value of $2,500 when an allocation to said account is chosen. SPECIFIED INTEREST RATES AND THE ACCUMULATION PERIODS SPECIFIED INTEREST RATES The Specified Interest Rate, at any given time, is the rate of interest guaranteed by the Company to be credited to allocations made to the DESCRIPTION OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT 26 Accumulation Period for the Guaranteed Interest Account with Market Value Adjustment chosen by the Owner, so long as no portion of the allocation is distributed for any reason prior to the Maturity Date of the Accumulation Period. Different Specified Interest Rates may be established for the four different Accumulation Periods which are currently available (3, 5, 7 and 10 years). (The Accumulation Period is limited to one year for Contracts issued in Maryland, the Commonwealth of Massachusetts, New Jersey, Oklahoma, Oregon, the Commonwealth of Pennsylvania, South Carolina, Texas and Washington.) 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 3.50%. OWNERS BEAR THE RISK THAT THE SPECIFIED INTEREST RATE WILL NOT EXCEED THE GUARANTEED MINIMUM RATE. The period of time during which a particular Specified Interest Rate is in effect for new allocations to the then available Accumulation Periods is referred to as the Investment Period. All allocations made to an Accumulation Period during an Investment Period are credited with the Specified Interest Rate in effect. An Investment Period ends only when a new Specified Interest Rate relative to the Accumulation Period in question is declared. Subsequent declarations of new Specified Interest Rates have no effect on allocations made to Accumulation Periods during prior Investment Periods. All such prior allocations will be credited with the Specified Interest Rate in effect when the allocation was made for the duration of the Accumulation Period selected. Information concerning the Specified Interest Rates in effect for the various Accumulation Periods can be obtained by contacting an agent of the Company who is also a registered representative of AXA Advisors, LLC or by calling the following toll free telephone number: (800) 487-6669. The Specified Interest Rate is credited on a daily basis to allocations made to an Accumulation Period elected by the Owner, resulting in an annual effective yield which is guaranteed by the Company, unless amounts are surrendered, transferred or paid out on death of Annuitant from that Accumulation Period for any reason prior to the Maturity Date for that Accumulation Period. The Specified Interest Rate will be credited for the entire Accumulation Period. If amounts are surrendered or transferred from the Accumulation Period for any reason prior to the Maturity Date, a Market Value Adjustment will be applied to the amount surrendered or transferred. CREDITING OF INTEREST Any Net Purchase Payments you as Owner of the Contract allocate to the Guaranteed Interest Account with Market Value Adjustment will be credited with interest at the rate declared by the Company. The Company guarantees that the rate credited will not be less than 3.50% annually (0.0094%, compounded daily). You bear the risk that we will not declare interest in excess of that 3.50% rate. If you allocate Purchase Payments or transfer funds to the Guaranteed Interest Account, you will choose between Accumulation Periods of 3, 5, 7, or 10 years for Contracts issued in most states. The Accumulation Period is limited to one year for Contracts issued in Maryland, the Commonwealth of Massachusetts, New Jersey, Oklahoma, Oregon, the Commonwealth of Pennsylvania, South Carolina, Texas and Washington. Before the beginning of each calendar month, the Company will declare interest rates for each period, if those rates will be higher than the guaranteed rate. Each interest rate declared by the Company will be applicable for all Net Purchase Payments received or transfers from MONY America Variable Account A completed within the period during which it is effective. Amounts you allocate to the Accumulation Period you select will receive this interest rate for the entire Accumulation Period. Within 45 days, but not less than 15 days before the Accumulation Period expires, we will notify you of the new rates we are then declaring. When the period expires you can (1) elect a new Accumulation Period of 3, 5, 7, or 10 years (except in certain states where the Accumulation Period is limited to a one year period) or (2) you may elect to transfer the amounts allocated to the expiring Accumulation Period to MONY America Variable Account A. If you make no election, the entire amount allocated to the expiring Accumulation Period will automatically be held for an Accumulation Period of the same length. If that period will extend beyond the annuity starting date or if that period is no longer offered, the money will be transferred into the Money Market subaccount. ACCUMULATION PERIODS For each Accumulation Period, the Specified Interest Rate in effect at the time of the allocation to that Accumulation Period is guaranteed. An Accumulation Period always ends on a Maturity Date, which is the Monthly Contract Anniversary immediately prior to the 3, 5, 7 or 10 year anniversary of the start of the Accumulation Period. Therefore, the Specified Interest Rate may be credited for up to 31 days less than the full 3, 5, 7 or 10 years. (The Accumulation Period is limited to one year for Contracts issued in Maryland, the Commonwealth of Massachusetts, New Jersey, Oklahoma, Oregon, the Commonwealth of Pennsylvania, South Carolina, Texas and Washington.) For example, if the Effective Date of a Contract is August 10, 2000 and an allocation is made to a 10 year Accumulation Period on August 15, 2000 and the funds for a new Purchase Payment are received on that day, the Accumulation Period will begin on August 15, 2000 and end on August 10, 2010, during which period the Specified Interest Rate will be credited. All Accumulation Periods for the 3, 5, 7, and 10 year Accumulation Periods, respectively, will be determined in a manner consistent with the foregoing example. END OF ACCUMULATION PERIODS At least fifteen days and at most forty-five days prior to the end of an Accumulation Period, the Company will send notice to the Owner of the impending Maturity Date. The notice will include the projected Fund Value held in the Accumulation Period on the Maturity Date and will specify the various options Owners may exercise with respect to the Accumulation Period: (1) During the thirty-day period before the Maturity Date, the Owner may wholly or partially surrender the Fund Value held in that 27 DESCRIPTION OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT Accumulation Period without a Market Value Adjustment; however, Surrender Charges under the Contract, if applicable, will be assessed. (2) During the thirty-day period before the Maturity Date, the Owner may wholly or partially transfer the Fund Value held in that Accumulation Period, without a Market Value Adjustment, to any Subaccount then available under the Contract or may elect that the Fund Value held in that Accumulation Period be held for an additional Accumulation Period of the same number of years or for another Accumulation Period of a different number of years which may at the time be available. A confirmation of any such transfer or election will be sent immediately after the transfer or election is processed. (3) If the Owner does not make an election within thirty days following the Maturity Date, the entire Fund Value held in the maturing Accumulation Period will be transferred to an Accumulation Period of the same number of years as the Accumulation Period which matured. The start of the new Accumulation Period is the ending date of the previous Accumulation Period. However, if that period would extend beyond the Annuity Starting Date of the Contract or if that period is not then made available by the Company, the Fund Value held in the maturing Accumulation Period will be automatically transferred to the Money Market Subaccount at the end of the Maturity Period. A confirmation will be sent immediately after the automatic transfer is executed. During the thirty day period following the Maturity Date, and prior to any of the transactions set forth in (1), (2), or (3) above, the Specified Value held in the maturing Accumulation Period will continue to be credited with the Specified Interest Rate in effect before the Maturity Date. SURRENDERS, TRANSFERS OR LOANS When you as Owner request that Contract Fund Value from the Guaranteed Interest Account with Market Value Adjustment be transferred to MONY America Variable Account A, surrendered, loaned to you, or used to pay any charge imposed in accordance with the Contract, you should tell the Company the source by interest rate Accumulation Period of amounts you request be transferred, surrendered, loaned, or used to pay charges.York Insurance Law. We will not process the surrender unless you tell us the source by interest rate Accumulation Period to use. If you do not specify an Accumulation Period, your transaction will be processed using the Accumulation Periods in the order in which money was most recently allocated. THE MARKET VALUE ADJUSTMENT GENERAL INFORMATION REGARDING THE MVA A surrender or transfer (including a transfer to the Loan Account as a result of a request by the Owner for a Loan) from the Guaranteed Interest Account with Market Value Adjustment prior to the Maturity Date of that particular Accumulation Period, will be subject to a Market Value Adjustment. A Market Value Adjustment will not apply upon annuitization under Settlement Option 3 or 3A, or upon payment of a death benefit. The Market Value Adjustment is determined by the multiplication of an MVA Factor by the Specified Value, or the portion of the Specified Value being surrendered or transferred (including transfers for the purpose of obtaining a Loan). The Specified Value is the amount of the allocation of Purchase Payments and transfers of Fund Value to an Accumulation Period of the Guaranteed Interest Account with Market Value Adjustment, plus interest accrued at the Specified Interest Rate minus prior distributions. The Market Value Adjustment may either increase or decrease the amount of the distribution. It will not apply to requests for transfer or full or partial surrenders received at our administrative office within 30 days before the end of the applicable Accumulation Period. The Market Value Adjustment is intended to approximate, without duplicating, the experience of the Company when it liquidates assets in order to satisfy contractual obligations. Such obligations arise when Owners request surrenders or transfers (including transfers for the purpose of obtaining a Loan). When liquidating assets, the Company may realize either a gain or a loss. A market value adjustment can increase or decrease the amounts surrendered or transferred from the Guaranteed Interest Account with Market Value Adjustment depending on current interest rate fluctuations. If prevailing interest rates are higher at the time of a surrender or transfer (including transfers for the purpose of obtaining a Loan) than the Specified Interest Rate in effect at the time the Accumulation Period commences, the Company will realize a loss when it liquidates assets in order to process a surrender or transfer (including transfers for the purpose of obtaining a Loan); therefore, application of the Market Value Adjustment under such circumstances will decrease the amount of the surrender or transfer (including transfers for the purpose of obtaining a Loan). Generally, if prevailing interest rates are lower than the Specified Interest Rate in effect at the time the Accumulation Period commences, the Company will realize a gain when it liquidates assets in order to process a surrender or transfer (including transfers for the purpose of obtaining a Loan); therefore, application of the MVA under such circumstances will generally increase the amount of the surrender or transfer (including transfers for the purpose of obtaining a Loan) . The Company measures the relationship between prevailing interest rates and the Specified Interest Rates it declares through the MVA Factor. The MVA Factor is described more fully below. THE MVA FACTOR The formula for determining the MVA Factor is: [(1+a)/(1+b)]((n-t)/12) - 1 Where: a = the Specified Interest Rate for the Accumulation Period from which the surrender, transfer or loan is to be taken; b = the Specified Interest Rate declared at the time a surrender or transfer is requested for an Accumulation Period equal to the time remaining in the Accumulation Period from which the surrender or transfer (including transfer to the Loan Account as a result of a request by the Owner for a Loan) is requested, plus 0.25%; n = the Accumulation Period from which the surrender or transfer occurs in months; and t = the number of elapsed months (or portion thereof) in the Accumulation Period from which the surrender or transfer occurs. DESCRIPTION OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT 28 If an Accumulation Period equal to the time remaining is not issued by the Company, the rate will be an interpolation between two available Accumulation Periods. If two such Accumulation Periods are not available, we will use the rate for the next available Accumulation Period. If the Company is no longer declaring rates on new payments, we will use Treasury yields adjusted for investment risk as the basis for the Market Value Adjustment. The MVA Factor shown above also accounts for some of the administrative and processing expenses incurred when fixed-interest investments are liquidated. This is represented in the addition of 0.25% in the MVA Factor. The MVA Factor will be multiplied by that portion of the Specified Value being surrendered, transferred, or distributed for any other reason. If the result is greater than zero, a gain will be realized by the Owner; if less than zero, a loss will be realized. If the MVA Factor is exactly zero, no gain or loss will be realized by the Owner. 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 MONY America 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 ofown the assets of the ~~General Account. We will invest these amounts primarily~~separate account, as well as any favorable investment performance on those assets.

You do not participate in ~~investment-grade fixed income securities including: securities issued by~~ the U.S. Government or its agencies or instrumentalities, which issues may or may not be guaranteed by the U.S. Government; debt securities that have an investment grade, at the time of purchase, within the four highest grades assigned by Moody's Investor Services, Inc., Standard & Poor's Corporation, or any other nationally recognized rating service; mortgage-backed securities collateralized by real estate mortgage loans or securities collateralized by other assets, that are insured or guaranteed by the Federal Home Loan Mortgage Association, the Federal National Home Mortgage Association, or the Government National Mortgage Association, or that have an investment grade at the time of purchase within the four highest grades described above; commercial and agricultural mortgage loans; other debt instruments; commercial paper; cash or cash equivalents. Variable annuity Owners having allocated amounts to a particular Accumulation Period of the Guaranteed Interest Account with Market Value Adjustment will not have a direct or indirect interest in these investments, nor will they have a claim against any particular assets of the Company. The overall investment performance of the General Account will not increase or decrease their claim against the Company. There is no specific formula for establishing Specified Interest Rates. The Specified Interest Rates declared by the Company for the various Accumulation Periods will not necessarily correspondassets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the ~~performance of any group of~~separate account to our general account. These assets of the General Account. We will consider certain factors in determining these rates, such as regulatory and tax environment, sales commissions, administrative expenses borne by us, and competitive factors. The Company's management will make the final determination of these rates. However, the Specified Interest Rate will never be less than 3.50%. 29 DESCRIPTION OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT 6. SURRENDERS -------------------------------------------------------------------------------- The Owner may elect to make a surrender of all or part of the Contract's Fund Value provided it is: o on or before the annuity payments start, and o during the lifetime of the Annuitant. Any such election shall specify the amount of the surrender. The surrender will be effective on the date a proper written request is received by the Company at its Operations Center. The amount of the surrender may be equalare also available to the ~~Contract's Cash Value, which is its Fund Value less: (1) any applicable surrender charge,~~insurer’s general creditors and (2) any applicable Market Value Adjustment. The surrender may also be for a lesser amount (a "partial surrender"). Requested partial surrenders that would leave a Cash Value of less than $1,000 are treated and processed as a full surrender. In such case, the entire Cash Value will be paidan owner should look to the Owner. For a partial surrender, any surrender charge or any applicable Market Value Adjustment will be in addition to the amount requested by the Owner. A partial surrender may reduce your death benefit proportionately by the same percentage that the surrender (including any surrender charge and any market value adjustment, if applicable) reduced Fund Value. A surrender will result in the cancellation of units of the particular subaccounts and the withdrawal of amounts credited to the Guaranteed Interest Account with Market Value Adjustment Accumulation Periods as chosen by the Owner. The aggregate value of the surrender will be equal to the dollar amount of the surrender plus, if applicable, any surrender charge and any applicable Market Value Adjustment. For a partial surrender, the Company will cancel units of the particular subaccounts and withdraw amounts from the Guaranteed Interest Account with Market Value Adjustment Accumulation Period under the allocation specified by the Owner. The unit value will be calculated as of the end of the Business Day the surrender request is received. The Owner can specify partial surrender allocations by either amount or percentage. Allocations by percentage must be in whole percentages (totaling 100%). The minimum percentage of allocation for a partial surrender is 10% of any subaccount or Guaranteed Interest Account with Market Value Adjustment designated by the Owner. The request will not be accepted if: o there is insufficient Fund Value in the Guaranteed Interest Account with Market Value Adjustment or a subaccount to provide for the requested allocation against it, or o the request is incomplete or incorrect. Any surrender charge will be allocated against the Guaranteed Interest Account with Market Value Adjustment and each subaccount in the same proportion that each allocation bears to the total amount of the partial surrender. Contracts issued in Maryland, the Commonwealth of Massachusetts, New Jersey, Oklahoma, Oregon, the Commonwealth of Pennsylvania, South Carolina, Texas and Washington must maintain a minimum Fund Value in the Guaranteed Interest Account with Market Value Adjustment of $2,500. The amount of any surrender, death benefit, or transfer payable from MONY America Variable Account A amount will be paid in accordance with the requirements of the 1940 Act. However, the Company may be permitted to postpone such payment under the 1940 Act. Postponement is currently permissible only for any period during which: (1) the New York Stock Exchange is closed other than customary weekend and holiday closings, or (2) trading on the New York Stock Exchange is restricted as determined by the Securities and Exchange Commission, or (3) an emergency exists as a result of which disposal of securities held by the Fund is not reasonably practicable or it is not reasonably practicable to determine the value of the net assets of the Fund. Any surrender involving payment from amounts credited to the Guaranteed Interest Account with Market Value Adjustment may be postponed, at the optionfinancial strength of the Company for upits claims-paying ability. We guarantee all benefits relating to ~~6 months from~~your value in the ~~date~~MSO, regardless of whether assets supporting the ~~request for~~MSO are held in a ~~surrender is received by the company. Surrenders involving payment from the Guaranteed Interest Account with Market Value Adjustment may~~separate account or our general account.

Our current plans are to invest separate account assets in ~~certain circumstances~~fixed income obligations, including corporate bonds, mortgage backed and ~~in certain states also be subject to a Market Value Adjustment, in addition to a surrender charge. The Owner may elect to have the amount of a surrender settled under one of the settlement~~asset-backed securities, and government and agency issues. Futures, options ~~of the Contract. (See "Annuity provisions".) Contracts offered by this prospectus~~and interest rate swaps may be ~~issued in connection with retirement~~used for hedging purposes.

Although the above generally describes our plans ~~meeting~~for investing the ~~requirements of certain sections of the Internal Revenue Code. Owners should refer~~assets supporting our obligations under MSO, we are not obligated to ~~the terms of their~~invest those assets according to any particular ~~retirement~~ plan ~~for any limitations or restrictions on cash surrenders. The tax results of a cash surrender should be carefully considered. (See "Federal tax status".) Please note: If mandated under applicable law,~~except as we may be required to reject a Purchase Payment. In addition, we may also be required to block an Owner's account and thereby refuse to honor any request for transfers, partial surrenders, loans or death benefits until instructions are secured from the appropriate regulator. We may also be required to provide additional information about your account to government regulators. SURRENDERS 30 7. LOANS -------------------------------------------------------------------------------- Qualified Contracts issued under an Internal Revenue Code Section 401(k) plan will have a loan provision (except in the case of Contracts issued in Vermont) under which a loan can be taken using the Contract as collateral for the loan. All of the following conditions apply in order for the amount to be considered a loan, rather than a (taxable) partial surrender: o The term of the loan must be 5 years or less. o Repayments are required at least quarterly and must be substantially level. o The loan amount is limited to certain dollar amounts as specified by the IRS. The Owner (Plan Trustee) must certify that these conditions are satisfied. In any event, the maximum outstanding loan on a Contract is 50% of the Fund Value in the subaccounts and/or the Guaranteed Intereststate insurance laws.

About Separate Account with Market Value Adjustment. Loans are not permitted before the end of the right to return contract period. In requesting a loan, the Owner must specify the subaccounts from which Fund Value equal to the amount of the loan requested will be taken. Loans from the Guaranteed Interest Account with Market Value Adjustment are not taken until Fund Value in the subaccounts is exhausted. If in order to provide the Owner with the amount of the loan requested, and Fund Values must be taken from the Guaranteed Interest Account with Market Value Adjustment, then the Owner must specify the Accumulation Periods from which Fund Values equal to such amount will be taken. If the Owner fails to specify subaccounts and Accumulation Periods, the request for a loan will be returned to the Owner. Values are transferred to a loan account that earns interest at an annual rate of 3.50%. The annual loan interest rate charged on outstanding loans will be 6% in arrears. Any interest not paid when due will be added to the loan and bear interest at the 6% annual rate. Loan repayments must be specifically earmarked as loan repayment and will beLIO

Amounts allocated to the subaccounts and/or the Guaranteed Interest Account with Market Value Adjustment using the most recent payment allocation on record. Otherwise, we will treat the payment as a Net Purchase Payment. -------------------------------------------------------------------------------- LOAN -- Available under a Contract issued under Section 401(k) of the Code; subject to availability. To be considered a Loan: (1) the term must be no more than five years, (2) repayments must be at least quarterly and substantially level, and (3) the amount is limited to dollar amounts specified by the Code, not to exceed 50% of the Fund Value. LOAN ACCOUNT -- A part of the General Account where Fund Value is held as collateral for a loan. An Owner may transfer Fund Value in the Subaccounts, and/or Guaranteed Interest Account with Market Value Adjustment to the Loan Account. -------------------------------------------------------------------------------- 31 LOANS 8. DEATH BENEFIT -------------------------------------------------------------------------------- DEATH BENEFIT PROVIDED BY THE CONTRACT The Company will pay a death benefit to the Beneficiary if (1) the Annuitant dies, and (2) the death occurs before the annuity payments start. If there are funds allocated to the Guaranteed Interest Account with Market Value Adjustment at the time of death, any applicable market value adjustment will be waived. If the death of the Annuitant occurs on or after the annuity payments start, no death benefit will be payable except as may be provided under the settlement option elected. The death benefit depends upon the benefit option package in effect on the date the Annuitant dies. You may not change benefit option packages once you select an option. For the chart relating to the death benefit under Contracts issued in the State of Washington, see Appendix I.
------------------------------------------------------------------------------------------------------------------------------------ OPTION 1 OPTION 2 OPTION 3(3) ------------------------------------------------------------------------------------------------------------------------------------ THE GREATER OF: THE GREATEST OF: THE GREATEST OF: ------------------------------------------------------------------------------------------------------------------------------------ (1) The Fund Value less any outstanding (1) The Fund Value less any outstanding (1) The Fund Value less any outstanding debt on the date due proof of the debt on the date due proof of the debt on the date due proof of the Annuitant's death is received by the Annuitant's death is received by the Annuitant's death is received by the Company(1) Company(1) Company(1) or or or (2) The Purchase Payments paid, reduced (2) The Purchase Payments paid, reduced (2) The Purchase Payments paid, reduced proportionately by each partial proportionately by each partial proportionately by each partial surrender (reflecting any Market surrender (reflecting any Market surrender (reflecting any Market Value Adjustment and any surrender Value Adjustment and any surrender Value Adjustment and any surrender charge) and less any outstanding charge) and less any outstanding charge) and less any outstanding debt(2) debt(2) debt(2) or or (3) Step Up Value (see description (3) Step Up Value (see description below). below) or (4) Roll Up Value (see description below). ------------------------------------------------------------------------------------------------------------------------------------ PLUS: PLUS: ------------------------------------------------------------------------------------------------------------------------------------ Earnings Increase Death Benefit (see Earnings Increase Death Benefit (see "Earnings Increase Death Benefit" "Earnings Increase Death Benefit" section) section) ------------------------------------------------------------------------------------------------------------------------------------
(1) Due proof of the Annuitant's death is deemed to be received by the Company as of the date it receives satisfactory proof of the Annuitant's death, any required instructions for the method of payment, forms necessary to effect payment and any other information it may require. (2) In the calculation of the death benefit for each partial surrender, the proportionate reduction is equal to the amount of that partial surrender and any surrender charge and any market value adjustment divided by the Fund Value immediately before that partial surrender, multiplied by the Purchase Payments paid before that partial surrender. For certain Contracts purchased prior to July 22, 2003, the death benefit is the greater of: (1) The Fund Value less any outstanding debt on the date due proof of the Annuitant's death is received by the Company, or (2) The Purchase Payments paid, less any partial surrenders and their surrender charges minus any outstanding debt, and plus or minus any market value adjustment. (3) As of November 29, 2004, Option 3 was no longer available for new business. DEATH BENEFIT 32 In general, on the death of an Owner who is not the Annuitant, amounts must be distributed from the Contract. (See "Provisions required by Section 72(s) of the Code" later in this prospectus.) We will impose applicable surrender charges. (See "Charges and deductions" later in this prospectus.) STEP UP VALUE On the first Contract Anniversary, the Step Up Value is equal to the Fund Value of the Contract. Thereafter, on each subsequent Contract Anniversary prior to the Annuitant's 81st birthday, the Step Up Value will be recalculated to equal the greater of: (1) the Fund Value on that Contract Anniversary; or (2) the Step Up Value most recently calculated o reduced proportionately(1) by any partial surrenders (including surrender charges and any applicable market value adjustments assessed) since the last recalculation anniversary, o plus any Purchase Payments made since the last recalculation anniversary. On each Contract Anniversary on or after the annuitant's 81st birthday, the Step Up Value shall be equal to the step up value on the Contract Anniversary preceding the annuitant's 81st birthday reduced proportionately by the same percentage that any partial surrenders (including surrender charges and any applicable market value adjustments assessed) reduced your Fund Value since that Contract Anniversary plus any Purchase Payments made since that Contract Anniversary. The Step Up Value payable on death will be the Step Up Value on the Contract Anniversary immediately preceding the death of the Annuitant (or Secondary Annuitant, if any): o reduced proportionately by any partial surrenders including surrender charges and any applicable market value adjustments assessed since that anniversary; o plus any Purchase Payments made since that Contract Anniversary; and o less any outstanding debt. In no event will the Step Up Value payable on death exceed 200% of: o the total Purchase Payments made reduced proportionately for each partial surrender (including surrender charges and any applicable market value adjustments assessed) and o less any outstanding debt. ROLL UP VALUE The Roll Up Value will be calculated as follows. On each Contract Anniversary prior to the Annuitant's 81st birthday, the Roll Up Value is the total of: o Purchase Payments accumulated at an annual interest rate of 5% from the date of the Purchase Payment to the date due proof of the Annuitant's death is received by the Company but not beyond the most recent contract anniversary prior to the Annuitant's 81st birthday; o plus any Purchase Payments made after the most recent Contract Anniversary prior to the Annuitant's 81st birthday but before the date due proof of death is received by the Company; o less partial surrenders (including surrender charges and any applicable Market Value Adjustments) accumulated at an annual interest rate of 5% from the date of the partial surrender to the date due proof of the Annuitant's death is received by the Company but not beyond the most recent Contract Anniversary prior to the Annuitant's 81st birthday; and o less any partial surrenders made after the most recent Contract Anniversary prior to the Annuitant's 81st birthday but before the date due proof of the Annuitant's death is received by the Company. On each Contract Anniversary on or after the Annuitant's 81st birthday, the Roll Up Value shall be equal to the Roll Up Value on the Contract Anniversary preceding the Annuitant's 81st birthday o less any partial surrenders (including surrender charges and Market Value Adjustments assessed) since that Contract Anniversary; o plus any Purchase Payments made since that Contract Anniversary. The Roll Up Value payable on death will be the Roll Up Value on the Contract Anniversary immediately preceding the death of the Annuitant (or Secondary Annuitant, if any) o less any partial surrenders (including surrender charges and any applicable market value adjustments assessed) since that Contract Anniversary; o plus any Purchase Payments made since that Contract Anniversary, and o less any outstanding debt. In no event will the roll up value payable on death exceed 200% of: o the total Purchase Payments made reduced proportionately by the same percentage that any partial surrenders (including surrender charges and any applicable Market Value Adjustments assessed) reduced your Fund Value and; o less any outstanding debt. EARNINGS INCREASE DEATH BENEFIT If Option 2 or Option 3 was selected, an additional death benefit, called the Earnings Increase Amount may be added to the applicable death benefit otherwise payable under the Contract. The amount of the Earnings Increase Amount depends upon the age of the Annuitant on the Contract's Effective Date. If the Annuitant was age 69 or younger on the Contract's Effective Date, the Earnings Increase Amount is equal to 40% of the lesser of: (1) Net Purchase Payments; or (2) Fund Value minus Purchase Payments. If the Annuitant was age 70 or older on the Contract's Effective Date, the Earnings Increase Amount is equal to 25% of the lesser of: (1) Net Purchase Payments; or (2) Fund Value minus Purchase Payments. The payments and values described in (1) and (2) above: ---------------------- (1) In the calculations of Step Up Value, for each partial surrender, the proportionate reduction percentage is equal to the amount of that partial surrender divided by the Fund Value immediately before the partial surrender. 33 DEATH BENEFIT (a) do not include Purchase Payments made during the 12-month period immediately prior to the date due proof of death is received by the Company; and (b) reflect any partial surrenders made including any applicable Market Value Adjustment and any surrender charge, and are reduced by any outstanding debt. The Earnings Increase Amount is calculated as of the date due proof of death of the Annuitant (or Secondary Annuitant) prior to the annuity starting date is received by the Company. There are important things you should consider before you select the earnings increase death benefit. These include: o The earnings increase death benefit does not guarantee that any amount will be added to your death benefit when payable. You bear the investment risk of investing in the subaccounts. Market declines may cause your Fund Value to be less than your Net Purchase Payments. In that event, we will not pay any amount under the Earnings Increase Death Benefit. o Once you select the Earnings Increase Death Benefit, you cannot cancel it. This means that regardless of any changes in your circumstances, or even if the investment performance of the portfolios is such that the resulting basic death benefit would be sufficient to meet your needs, we will continue to assess the Earnings Increase Death Benefit charges. o Please take advantage of the guidance of a qualified financial adviser in evaluating the Earnings Increase Death Benefit option, as well as the other aspects of the Contract. ELECTION AND EFFECTIVE DATE OF ELECTION The Owner may elect to have the death benefit of the Contract applied under one of four settlement options to effect an annuity for the Beneficiary as payee after the death of the Annuitant. The election must take place: (1) during the lifetime of the Annuitant, and (2) before the annuity payments start. If no election of a settlement option for the death benefit is in effect on the date when proceeds become payable, the Beneficiary may elect: (1) to receive the death benefit in the form of a lump sum payment; or (2) to have the death benefit applied under one of the settlement options. (See "Settlement options".) If an election by the payee is not received by the Company within one month following the date proceeds become payable, the payee will be considered to have elected a lump sum payment. Either election described above may be made by filing a written election with the Company in such form as it may require. Any proper election of a method of settlement of the death benefit by the Owner will become effective on the date it is signed. However, any election will be subject to any payment made or action taken by the Company before receipt of the notice at the Company's Operations Center. Settlement option availability may be restricted by the terms of any applicable retirement plan and any applicable legislation for any limitations or restrictions on the election of a method of settlement and payment of the death benefit. PAYMENT OF DEATH BENEFIT PROCEEDS If the death benefit proceeds are to be paid in cash to the Beneficiary, payment will be made within seven (7) days of the date due proof of death of the Annuitant is received. The Company may be permitted to postpone such payment from amounts payable from MONY America Variable Account A under the 1940 Act. If the death benefit is to be paid in one sum to the successor Beneficiary, or to the estate of the deceased Annuitant, payment will be made within seven (7) days of the date due proof of the death of the Annuitant and the Beneficiary is received by the Company. Unless another election is made, the death benefit proceeds will be transferred to an interest bearing checking account. The Beneficiary may make partial or full withdrawals from such account through a checkbook provided to the Beneficiary. DEATH BENEFIT 34 9. CHARGES AND DEDUCTIONS -------------------------------------------------------------------------------- The following table summarizes the charges and deductions under the Contract:
------------------------------------------------------------------------------------------------------------------------------------ DEDUCTIONS FROM PURCHASE PAYMENTS ------------------------------------------------------------------------------------------------------------------------------------ Tax charge Range for State and local premium tax -- 0% to 3.50%(1). Federal -- Currently 0% (Company reserves the right to charge in the future.) ------------------------------------------------------------------------------------------------------------------------------------ DAILY DEDUCTIONS FROM MONY AMERICA VARIABLE ACCOUNT A ------------------------------------------------------------------------------------------------------------------------------------ Mortality & expense risk charge Option 1 Annual Rate deducted daily from average daily net assets Maximum daily rate -- 0.003836% Option 1 -- Current annual rate is 1.20%. Maximum annual rate -- 1.40% ----------------------------------------------------------------------- Option 2 Maximum daily rate -- 0.005342% Option 2 -- Current annual rate is 1.70%. Maximum annual rate -- 1.95% ----------------------------------------------------------------------- Option 3(2) Maximum daily rate -- 0.007671% Option 3 -- Current annual rate is 2.35%. Maximum annual rate -- 2.80% ------------------------------------------------------------------------------------------------------------------------------------ DEDUCTIONS FROM FUND VALUE ------------------------------------------------------------------------------------------------------------------------------------ Annual contract charge Maximum annual contract charge Option 1 -- Current charge is $30. Option 1 -- The annual contract charge may be increased to a maxi- mum of $50 on 30 days written notice. Option 2 -- Current charge is $0. Option 2 -- The annual contract charge may be increased to a maxi- mum of $50 on 30 days written notice. Option 3(2) -- Current charge is $0. Option 3(2) -- The annual contract charge may be increased to a maximum of $50 on 30 days written notice. ------------------------------------------------------------------------------------------------------------------------------------ Transaction and other charges Maximum Transaction and Other Charges Transfer charge Option 1 -- Current charge is $0. Option 1 -- The Company has reserved the right to impose a charge for each transfer which will not exceed $25. Option 2 -- Current charge is $0. Option 2 -- The Company has reserved the right to impose a charge for each transfer which will not exceed $25. Option 3(2) -- Current charge is $0. Option 3(2) -- The Company has reserved the right to impose a charge for each transfer which will not exceed $25. ------------------------------------------------------------------------------------------------------------------------------------ Surrender charge Grades from 7% to 0% of Fund Value surrendered based on a See grading schedule and "Charges and deductions -- Charges schedule against fund value" for details of how it is computed. ------------------------------------------------------------------------------------------------------------------------------------ Loan interest spread 2.50% ------------------------------------------------------------------------------------------------------------------------------------
(1) Company currently assumes responsibility; current charge to Owner 0%. (2) As of November 29, 2004, Option 3 was no longer available for new business. The following provides additional details of the charges and deductions under the Contract. Please note that the amount of the charge may not necessarily correspond to the costs associated with providing the services or benefits indicated by the designation of the charge. For example, the surrender charge we collect may not fully cover all of the sales and distribution expenses we actually incur. We also may realize a profit on one or more of the charges. We may use such profits for any corporate purpose, including the payment of sales expenses. 35 CHARGES AND DEDUCTIONS DEDUCTIONS FROM PURCHASE PAYMENTS Deductions may be made from Purchase Payments for a charge for state and local premium or similar taxes prior to allocation of any Net Purchase Payment among the subaccounts. Currently, the Company makes no deduction, but may do so with respect to future Purchase Payments. If the Company is going to make deductions for such tax from future Purchase Payments, it will give notice to each affected Owner. CHARGES AGAINST FUND VALUE DAILY DEDUCTION FROM MONY AMERICA VARIABLE ACCOUNT A MORTALITY AND EXPENSE RISK CHARGE. The Company assumes mortality and expense risks. A charge for assuming such risks is deducted daily from the net assets of MONY America Variable Account A. The charge varies based on the benefit option package selected. Option 1 -- For Option 1, the daily mortality and expense risk charge from MONY America Variable Account A is deducted at a current daily rate equivalent to an annual rate of 1.20% from the value of the net assets of MONY America Variable Account A. The rate is guaranteed not to exceed a daily rate equivalent to an annual rate of 1.40% from the value of the net assets of MONY America Variable Account A. The mortality and expense risk charge is deducted from MONY America Variable Account A, and therefore the subaccounts, on each Business Day. Where the previous day (or days) was not a Business Day, the deduction currently on the next Business Day will be 0.003288% (guaranteed not to exceed 0.003836%) multiplied by the number of days since the last Business Day. Option 2 -- For Option 2, the daily mortality and expense risk charge from MONY America Variable Account A is deducted at a current daily rate equivalent to an annual rate of 1.70% from the value of the net assets of MONY America Variable Account A. The rate is guaranteed not to exceed a daily rate equivalent to an annual rate of 1.95% from the value of the net assets of MONY America Variable Account A. The mortality and expense risk charge is deducted from MONY America Variable Account A, and therefore the subaccounts, on each Business Day. Where the previous day (or days) was not a Business Day, the deduction currently on the next Business Day will be 0.004658% (guaranteed not to exceed 0.005342%) multiplied by the number of days since the last Business Day. Option 3 -- For Option 3, the daily mortality and expense risk charge from MONY America Variable Account A is deducted at a current daily rate equivalent to an annual rate of 2.35% from the value of the net assets of MONY America Variable Account A. The rate is guaranteed not to exceed a daily rate equivalent to an annual rate of 2.80% from the value of the net assets of MONY America Variable Account A. The mortality and expense risk charge is deducted from MONY America Variable Account A, and therefore the subaccounts, on each Business Day. Where the previous day (or days) was not a Business Day, the deduction currently on the next Business Day will be 0.006438% (guaranteed not to exceed 0.007671%) multiplied by the number of days since the last Business Day. The mortality risk assumed by the Company is that Annuitants may live for a longer time than projected. If that occurs, an aggregate amount of annuity benefits greater than that projected will be payable. In making this projection, the Company has used the mortality rates from the 1983 Table "a" (discrete functions without projections for future mortality), with 3.50% interest. In addition, the Company also assumes risk in connection with the Step-Up Value, Roll-Up Value and Earnings Increase Death Benefit. The expense risk assumed is that expenses incurred in issuing and administering the Contracts will exceed the expense charges provided in the Contracts. Mortality and expense risk charges which may be assessed under Contracts will not be assessed against any allocation to the Guaranteed Interest Account with Market Value Adjustment. Such charges apply only to the Fund Value allocated to the Subaccounts. If the amount of the mortality and expense risk charge exceeds the amount needed, the excess will be kept by the Company in its General Account. If the amount of the charge is inadequate, the Company will pay the difference out of its General Account. DEDUCTIONS FROM FUND VALUE ANNUAL CONTRACT CHARGE. The Company has primary responsibility for the administration of the Contract and MONY America Variable Account A. An annual contract charge helps to reimburse the Company for administrative expenses related to the maintenance of the Contract. Ordinary administrative expenses expected to be incurred include premium collection, recordkeeping, processing death benefit claims and surrenders, preparing and mailing reports, and overhead costs. In addition, the Company expects to incur certain additional administrative expenses in connection with the issuance of the Contract, including the review of applications and the establishment of Contract records. The Company intends to administer the Contract itself through an arrangement whereby it may buy some administrative services from AXA Equitable and such other sources as may be available. The current amount of the annual contract charge depends upon the benefit option package selected. -------------------------------------------------------------------------------- ANNUAL CONTRACT CHARGE -------------------------------------------------------------------------------- OPTION 1 OPTION 2 OPTION 3 -------------------------------------------------------------------------------- Current charge is Current Charge is Current Charge is $0. $30. $0. -------------------------------------------------------------------------------- The annual contract The annual contract The annual contract charge may be charge may be charge may be increased to a maxi- increased to a maxi- increased to a maxi- mum of $50. mum of $50. mum of $50. -------------------------------------------------------------------------------- The Owner will receive a written notice 30 days in advance of any change in the charge. Any applicable charge will be assessed once per year on the Contract Anniversary, starting on the first Contract Anniversary. If applicable, the annual contract charge is deducted from the Fund Value on each Contract Anniversary before the date annuity payments start. The amount of the charge will be allocated against the Guaranteed Interest Account with Market Value Adjustment and each subaccount of MONY America Variable Account A in the same proportion that the Fund Value in those accounts bears to the Fund Value of the Contract. The Company does not expect to make any profit from the Annual Contract Charge. TRANSFER CHARGE. Contract value may be transferred among the subaccounts or to or from the Guaranteed Interest Account with Market Value Adjustment and one or more of the subaccounts (including transfers made by telephone, facsimile or via the web, if permitted by the Company). Although we currently do not charge for transfers, the Company reserves the right to impose a transfer charge for each trans- CHARGES AND DEDUCTIONS 36 fer instructed by the Owner. The transfer charge compensates the Company for the costs of effecting the transfer. The transfer charge will not exceed $25. The Company does not expect to make a profit from the transfer charge. If imposed, the transfer charge will be deducted from the Contract's Fund Value held in the subaccount(s) or from the Guaranteed Interest Account with Market Value Adjustment from which the first transfer is made. SURRENDER CHARGE. A contingent deferred sales charge (called a "Surrender Charge") will be imposed when a full or partial surrender is requested or at the start of annuity benefits if it is during the first eight years of the Contract. The surrender charge will never exceed 7% of the total Fund Value. The surrender charge is intended to reimburse the Company for expenses incurred in distributing the Contract. To the extent such charge is insufficient to cover all distribution costs, the Company will make up the difference. The Company will use funds from its General Account, which may contain funds deducted from MONY America Variable Account A to cover mortality and expense risks borne by the Company. (See "Mortality and expense risk charge"). We impose a surrender charge when a full or partial surrender is made during the first eight Contract Years, except as provided below. A surrender charge will not be imposed: (1) Against Fund Value surrendered after the eighth Contract Year. (2) To the extent necessary to permit the Owner to obtain an amount equal to the free partial surrender amount (See "Free partial surrender amount"). (3) If the Contract is surrendered after the third Contract Year and the surrender proceeds are paid under either Settlement Option 3 or Settlement Option 3A (See "Settlement options"). The elimination of a surrender charge in this situation does not apply to Contracts issued in the State of Texas. (4) Subject to approval within a state, if the Owner is confined in a Nursing Home and the following conditions are met: (a) At the time a request for a full or partial surrender is made, the Company receives proof the Owner is currently confined to a Nursing Home and has spent a period of 90 consecutive days in the Nursing Home; (b) the confinement must have been prescribed by a physician; (c) the 90-day period must have started after the Contract's first anniversary; and (d) the Annuitant is between ages 0-75 at the time the Contract is issued. -------------------------------------------------------------------------------- NURSING HOME(1) -- A facility which (a) is licensed by or legally operated in a state as a skilled or intermediate care facility; (b) 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; (c) is under the supervision of a physician; and (d) maintains a daily clinical record of each patient in conformance with a plan of care. A 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. (1) The definition of Nursing Home may vary by state. -------------------------------------------------------------------------------- In no event will the aggregate surrender charge exceed 7% of the Fund Value. Further, in no event will the surrender charges imposed, when added to any surrender charges previously paid on the Contract, exceed 9% of aggregate Purchase Payments made to date for the Contract. The Owner may specify whether he/she wants the surrender charge to be deducted from the amount requested for surrender or the Fund Value remaining. If not specified or if the Fund Value remaining is not sufficient, then the surrender charge will be deducted from the amount requested for surrender. If it is specified that the surrender charge will come from the remaining Fund Value and it is sufficient, then the Company will determine the appropriate amount to be surrendered in order to pay the surrender charge. Any surrender charge will be allocated against the Guaranteed Interest Account with Market Value Adjustment and each subaccount of MONY America Variable Account A in the same proportion that the amount of the partial surrender allocated against those accounts bears to the total amount of the partial surrender. If any surrender from the Guaranteed Interest Account with Market Value Adjustment occurs prior to the Maturity Date for any particular Accumulation Period elected by the Owner, the amount surrendered will be subject to a Market Value Adjustment in addition to Surrender Charges. No surrender charge will be deducted from death benefits except as described in "Death benefit". If an existing The MONYMaster variable annuity contract issued by MONYFinancial Life Insurance Company of America ~~is exchanged for this Contract,~~MSO are held in a “non-unitized” separate effective date will be assigned to the Contract by endorsement for purposes of determining the amount of any Surrender Charge. The surrender charge effective date of this Contract with the endorsement will be the effective date of the existing The MONYMaster variable annuity contract. Your agent can provide further details. We reserve the right to disallow exchanges at any time. AMOUNT OF SURRENDER CHARGE. The amount of the surrender charge is equal to a varying percentage of Fund Value during the first 8 Contract Years. The surrender charge is determined by multiplying the surrender charge percentage for the Contract Year by the amount of Fund Value requested as follows: -------------------------------------------------------------------------------- SURRENDER CHARGE PERCENTAGE TABLE -------------------------------------------------------------------------------- # of Contract Anniversaries Since Surrender Charge (as a % of Effective Date Fund Value surrendered) -------------------------------------------------------------------------------- 0 7% -------------------------------------------------------------------------------- 1 7 -------------------------------------------------------------------------------- 2 6 -------------------------------------------------------------------------------- 3 6 -------------------------------------------------------------------------------- 4 5 -------------------------------------------------------------------------------- 5 4 -------------------------------------------------------------------------------- 6 3 -------------------------------------------------------------------------------- 7 2 -------------------------------------------------------------------------------- 8 (or more) 0 -------------------------------------------------------------------------------- The amount of the surrender charge is in addition to any applicable Market Value Adjustment that may be made if the surrender is made from Fund Value in the Guaranteed Interest Account with Market Value Adjustment. (See "Guaranteed Interest Account with Market 37 CHARGES AND DEDUCTIONS Value Adjustment -- Surrenders" and the prospectus for the Guaranteed Interest Account with Market Value Adjustment which accompanies this prospectus for further details.) FREE PARTIAL SURRENDER AMOUNT. The surrender charge may be reduced by using the free partial surrender amount provided for in the Contract. The surrender charge will not be deducted in the following circumstances: (1) For Qualified Contracts, (other than contracts issued for IRA and SEP-IRA), an amount each Contract Year up to the greater of: (a) $10,000 (but not more than the Contract's Fund Value), or (b) 10% of the Contract's Fund Value at the beginning of the Contract Year (except if the surrender is requested during the first Contract Year, then 10% of the Contract's Fund Value at the time the first surrender is requested). (2) For Non-Qualified Contracts (and contracts issued for IRA and SEP-IRA), an amount up to 10% of the Contract's Fund Value at the beginning of the Contract Year (except if the surrender is requested during the first Contract Year, then 10% of the Contract's Fund Value at the time the first surrender is requested) may be received in each Contract Year without a surrender charge. Free partial surrenders may only be made to the extent Cash Value in the subaccounts and/or Guaranteed Interest Account is available. For example, the Fund Value in the MONY America Variable Account A could decrease (due to unfavorable investment experience) after part of the 10% was withdrawn. In that case it is possible that there may not be enough Cash Value to provide the remaining part of the 10% free partial surrender amount. Contract Fund Value here means the Fund Value in the subaccounts (and the Guaranteed Interest Account with Market Value Adjustment not the loan account). This reduction of surrender charge does not affect any applicable Market Value Adjustment that may be made if the surrender is made from Fund Value in the Guaranteed Interest Account with Market Value Adjustment. (See "Guaranteed Interest Account with Market Value Adjustment -- Surrenders" and the prospectus for the Guaranteed Interest Account with Market Value Adjustment which accompanies this prospectus for further details.) TAXES Currently, no charge will be made against MONY America Variable Account A for federal income taxes. However, the Company may make such a charge in the future if income or gains within MONY America Variable Account A will incur any federal income tax liability. Charges for other taxes, if any, attributable to MONY America Variable Account A may also be made. (See "Federal tax status".) INVESTMENT ADVISORY AND OTHER FEES Each portfolio in which MONY America Variable Account A invests incurs certain fees and charges. To pay for these fees and charges, the portfolio makes deductions from its assets. Certain portfolios availableaccount we have established under the ~~Contract in turn invest in shares~~Commissioner of other portfolios of AXA Premier VIP Trust and EQ Advisors Trust and/or shares of unaffiliated portfolios (collectively the "underlying portfolios"). The underlying portfolios each have their own fees and expenses, including management fees, operating expenses, and investment related expenses such as brokerage commissions. The portfolio expenses are described more fully in each Fund prospectus. We sell the Contracts through registered representatives of broker-dealers. These registered representatives are also appointed and licensed as insurance agents of the Company. We pay commissions to the broker-dealers for selling the Contracts. You do not directly pay these commissions, we do. We intend to recover commissions, marketing, administrative and other expenses and cost of Contract benefits through the fees and charges imposed under the Contracts. (See "Distribution of the Contracts" for more information.) CHARGES AND DEDUCTIONS 38 10. ANNUITY PROVISIONS -------------------------------------------------------------------------------- ANNUITY PAYMENTS Annuity payments under a Contract will begin on the date that is selected by the Owner when the Contract is applied for. The date chosen for the start of annuity payments may be: (1) no earlier than the 10th Contract Anniversary, and (2) no later than the Contract Anniversary after the Annuitant's 95th birthday. The minimum number of years from the Effective Date to the start of annuity payments is 10. While the Annuitant is living, the date when annuity payments start may be: (1) Advanced to a date that is not earlier than the 10th Contract Anniversary. (2) Deferred from time to time by the Owner by written notice to the Company. The date when annuity payments start will be advanced or deferred if: (1) Notice of the advance or deferral is received by the Company prior to the current date for the start of annuity payments. (2) The new start date for annuity payments is a date which is not later than the Contract Anniversary after the Annuitant's 95th birthday. The change will be effective as of the date we receive your written request at our Operations Center. You do not need to return the Contract for us to make the change unless we ask for it. A particular retirement plan may contain other restrictions. For Contracts issued in connection with retirement plans, reference should be made to the terms of the particular retirement plan for any limitations or restrictions on when annuity payments start. When annuity payments start, unless Settlement Option 3 or 3A is elected, the Contract's Cash Value, less any tax charge which may be imposed, will be applied to provide an annuity or any other option previously chosen by the owner and permitted by the Company. If Settlement Option 3 or 3A is elected, the Contract's Fund Value (less any state taxes imposed upon annuitization) will be applied to provide an annuity. A supplementary contract will be issued. That contract will describe the terms of the settlement. No payments may be requested under the Contract's surrender provisions after annuity payments start. No surrender will be permitted except as may be available under the settlement option elected. GUARANTEED MINIMUM ANNUITY PAYMENTS Under Option 3, guaranteed minimum annuity payments are available. If certain conditions are met, a guaranteed minimum value called the "Guaranteed Annuitization Value" may be used to provide annuity payments that are greater than the annuity payments that would be provided by the Fund Value described in the Contract. The Guaranteed Annuitization Value is: o the sum of all Net Purchase Payments made, plus o interest accumulated at an annual rate of 5% (interest is credited from the date we receive the Purchase Payment to the Contract Anniversary prior to the Annuitant's 81st birthday), o reduced proportionately for each partial surrender including any surrender charges and Market Value Adjustments, if applicable. The Guaranteed Annuitization Value provides annuity payments based on the 1983 Table "a", Projection Scale "G" with 3% interest. In no event can the Guaranteed Annuitization Value exceed 200% of: o the Net Purchase Payments made reduced proportionately for each partial surrender, including any surrender charges and any Market Value Adjustments, if applicable, and o less any outstanding debt. To apply the Guaranteed Annuitization Value to provide annuity payments, the following conditions must be met: (1) The Contract must have been in force for at least 7 years. (2) The Annuitant must have attained age 60. (3) The annuitization must be elected within 30 days after a Contract anniversary. (4) Settlement Option 3 or 3A must be elected. (See "Settlement Options"). (5) The entire amount of Guaranteed Annuitization Value must be used to provide annuity payments. Once annuity payments provided by the Guaranteed Annuitization Value begin, no withdrawals may be made. The availability of guaranteed minimum annuity payments under Option 3 or 3A, does not limit the Owner's right to start annuity payments using the Contract's Cash Value or the Contract's Fund Value, as applicable, at any other time as permitted under the Contract. Guaranteed minimum annuity payments are not available under Contracts issued in the state of Washington. ELECTION AND CHANGE OF SETTLEMENT OPTION Instead of being paid in a single sum, you may elect to receive any death or surrender proceeds from the Contract in the form of a settlement option. During the lifetime of the Annuitant and prior to the start of annuity payments, the Owner may elect: o one or more of the settlement options described below, or o another settlement option as may be agreed to by the Company. The Owner may also change any election while the Annuitant is living if written notice of the change is received by the Company at its Operations Center prior to the start of annuity payments. Depending upon when you purchased your Contract, if no election is in effect on the Annuity Starting Date, either Settlement Option 3 with a 10-year certain or a lump sum payment will be deemed to have been elected. For contracts issuedInsurance in the State of ~~Texas, if no election is in effect when annuity payments start, Settlement Option 3 with a period certain~~Arizona. We own the assets of ~~10 years will be considered to have been elected. 39 ANNUITY PROVISIONS Settlement options may also be elected by~~ the ~~Owner or the Beneficiary~~separate account, as provided in the Death benefit and Surrender sections of this prospectus. (See "Death benefit" and "Surrenders".) Where applicable, reference should be made to the terms of a particular retirement plan andwell as any ~~applicable legislation for any limitations or restrictions~~favorable investment performance on ~~the options that may be elected. SETTLEMENT OPTIONS Proceeds settled under the settlement options listed below or otherwise currently available will~~those assets.

You do not participate in the investment experience of MONY America Variable Account A. Unless you elect Settlement Option 1, you cannot change settlement options once settlement payments begin. SETTLEMENT OPTION 1 -- INTEREST INCOME: The Company holds the proceeds and credits interest earned on the proceeds at a rate (not less than 2.75% per year) set by the Company each year. This Option will continue until the earlier of the date the payee dies or the date you elect another settlement option. Under certain contracts, this option is not available if the Annuitant is the payee. SETTLEMENT OPTION 2 -- INCOME FOR SPECIFIED PERIOD: Fixed monthly payments for a specified period of time, as elected. The payments may, at the Company's option, be increased by additional interest each year. SETTLEMENT OPTION 3 -- SINGLE LIFE INCOME: Payments for the life of the payee and for a period certain. The period certain may be (a) 0 years, 10 years, or 20 years, or (b) the period required for the total income payments to equal the proceeds (refund period certain). The amount of the income will be determined by the Company on the date the proceeds become payable. SETTLEMENT OPTION 3A -- JOINT LIFE INCOME: Payments during the joint lifetime of the payee and one other person, and during the lifetime of the survivor. The survivor's monthly income may be equal to either (a) the income payable during the joint lifetime or (b) two-thirds of that income, depending on the election made at the time of settlement. 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. If a person for whom this option is chosen dies before the first monthly payment is made, the survivor will receive proceeds instead under Settlement Option 3, with 10 years certain. SETTLEMENT OPTION 4 -- INCOME OF SPECIFIED AMOUNT: Income, of an amount chosen, for as long as the proceeds and interest last. The amount chosen to be received as income in each year may not be less than 10 percent of the proceeds settled. Interest will be credited annually on the amount remaining unpaid at a rate determined annually by the Company. This rate will not be less than 2.75% per year. The Contract contains annuity payment rates for Settlement Options 3 and 3A described in this prospectus. The rates show, for each $1,000 applied, the dollar amount of the monthly fixed annuity payment, when this payment is based on minimum guaranteed interest as described in the Contract. The annuity payment rates may vary according to the settlement option elected and the age of the payee. The mortality table used in determining the annuity payment rates for Settlement Options 3 and 3A is the 1983 Table "a" (discrete functions, without projections for future mortality), with 3.50% interest per year. Under Settlement Option 3, if income based on the period certain elected is the same as the income provided by another available period or periods certain, the Company will consider the election to have been made of the longest period certain. In Qualified Plans, settlement options available to Owners may be restricted by the terms of the plans. FREQUENCY OF ANNUITY PAYMENTS At the time the settlement option is chosen, the payee may request that it be paid: o Quarterly; o Semiannually; or o Annually If the payee does not request a particular installment payment schedule, the payments will be made in monthly installments. However, if the net amount available to apply under any settlement option is less than $1,000, the Company has the right to pay such amount in one lump sum. In addition, if the payments provided for would be less than $25, the Company shall have the right to change the frequency of the payments to result in payments of at least $25. ADDITIONAL PROVISIONS The Company may require proof of the age of the Annuitant before making any life annuity payment under the Contract. If the Annuitant's age has been misstated, the amount payable will be the amount that would have been provided under the settlement option at the correct age. Once life income payments begin, any underpayments will be made up in one sum with the next annuity payment. Overpayments will be deducted from the future annuity payments until the total is repaid. The Contract may be required to be returned upon any settlement. Prior to any settlement of a death claim, proof of the Annuitant's death must be submitted to the Company. Where any benefits under the Contract are contingent upon the recipient's being alive on a given date, the Company requires proof satisfactory to it that such condition has been met. The Contracts described in this prospectus contain annuity payment rates that distinguish between men and women. On July 6, 1983, the Supreme Court held in Arizona Governing Committee v. Norris that optional annuity benefits provided under an employer's deferred compensation plan could not, under Title VII of the Civil Rights Act of 1964, vary between men and women on the basis of sex. Because of this decision, the annuity payment rates that apply to Contracts purchased under an employment-related insurance or benefit program may in some cases not vary on the basis of the Annuitant's sex. Unisex rates to be provided by the Company will apply for Qualified Plans. Employers and employee organizations should consider, in consultation with legal counsel, the impact of Norris , and Title VII, generally and any comparable state laws that may apply, on any employment-related plan for which a Contract may be purchased. The Contract is incontestable from its date of issue. GUARANTEED INTEREST ACCOUNT AT ANNUITIZATION On the Annuity Starting Date, the Contract's Cash Value, including the Cash Value of all Accumulation Periods of the Guaranteed Interest Account with Market Value Adjustment, will be applied to provide an ANNUITY PROVISIONS 40 annuity or any other option previously chosen by the Owner and permitted by the Company. No Market Value Adjustment will apply at annuitization if the owner elects Settlement Option 3 or 3A. For more information about annuitization and annuity options, please refer to the Contract. 41 ANNUITY PROVISIONS 11. OTHER PROVISIONS -------------------------------------------------------------------------------- OWNERSHIP The Owner has all rights and may receive all benefits under the Contract. During the lifetime of the Annuitant (and Secondary Annuitant if one has been named), the Owner is the person so designated in the application, unless: (1) A change in Owner is requested, or (2) A Successor Owner becomes the Owner. The Owner may name a Successor Owner or a new Owner at any time. If the Owner dies, the Successor Owner, if living, becomes the Owner. Any request for change must be: (1) Made in writing, and (2) Received at the Company. The change will become effective as of the date the written request is signed. A new choice of Owner or Successor Owner will apply to any payment made or action taken by the Company after the request for the change is received. Owners should consult a competent tax adviser prior to changing Owners. -------------------------------------------------------------------------------- SUCCESSOR OWNER -- The living person who, at the death of the Owner, becomes the new Owner. -------------------------------------------------------------------------------- PROVISION REQUIRED BY SECTION 72(S) OF THE CODE The entire interest under a Non-Qualified Contract must be distributed within five years after the Owner's death if: (1) The Owner dies before the start of annuity payments, and (2) The Owner's spouse is not the Successor Owner as of the date of the Owner's death. Satisfactory proof of death must be provided to the Company. Spousal status is determined under federal law for this purpose. This provision shall not extend the term of the Contract beyond the date when death proceeds become payable. The surrender proceeds may be paid over the life of the Successor Owner if: (1) The Successor Owner is the Beneficiary, and (2) The Successor Owner chooses that option. Payments must begin no later than one year after the date of death. If the Successor Owner is a surviving spouse, then the surviving spouse will be treated as the new Owner of the Contract. Under such circumstances, it is not necessary to surrender the Contract. If the Owner dies on or after annuity payments start, any remaining portion of the proceeds will be distributed using a method that is at least as quick as the one used as of the date of the Owner's death. PROVISION REQUIRED BY SECTION 401(A)(9) OF THE CODE The entire interest of a Qualified Plan participant in the Contract generally will begin to be distributed no later than the required beginning date. For this purpose "Qualified Plans" include those intended to qualify under Sections 401 and 408 of the Code. Distribution will occur either by or beginning not later than April 1st of the calendar year following the calendar year the Qualified Plan Participant attains age 70-1/2. The interest is distributed: (1) Over the life of such Participant, or (2) The lives of such Participant and designated Beneficiary. If (i) required minimum distributions have begun, and (ii) the Participant dies before the Owner's entire interest has been distributed to him/her, the remaining distributions will be made using a method that is at least as rapid as that used as of the date of the Participant's death. The Contract generally will be surrendered as of the Participant's death if: (1) The Participant dies before the start of such distributions, and (2) There is no designated Beneficiary. The surrender proceeds generally must be distributed within 5 years after the date of death. But, the surrender proceeds may be paid over the life of any designated Beneficiary at his/her option. In such case, distributions will begin not later than one year after the December 31st following the Participant's death. If the designated Beneficiary is the surviving spouse (as ordered by federal law) of the Participant, distributions will begin not earlier than the December 31st following the date on which the participant would have attained age 70-1/2. If the surviving spouse dies before distributions to him/her begin, the provisions of this paragraph shall be applied as if the surviving spouse were the Participant. If the Qualified Plan is an IRA under Section 408 of the Code, the surviving spouse may elect to forgo distribution and treat the IRA as his/her own plan. Although the lifetime required minimum distribution rules do not apply to Roth IRAs under Section 408A of the Code, the post-death distribution rules apply. It is the Owner's responsibility to assure that distribution rules imposed by the Code will be met. The Owner should consider the effect of recent revisions to the distribution rules which could increase the minimum distribution amount required from annuity contracts funding Qualified Plans where certain additional benefits are purchased under the Contract. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. The Owner may want to consult a tax advisor concerning the potential application of these complex rules before purchasing this annuity Contract, purchasing additional features under this annuity Contract or making additional Purchase Payments under this annuity Contract. SECONDARY ANNUITANT Except where the Contract is issued in connection with a Qualified Plan, a Secondary Annuitant may be designated by the Owner. Such designation may be made only once before annuitization, either: (1) In the application for the Contract, or (2) After the Contract is issued, by written notice to the Company at its Operations Center. OTHER PROVISIONS 42 You cannot change the Secondary Annuitant, but you can delete the Secondary Annuitant. The Secondary Annuitant may be deleted by written notice to the Company at its Operations Center. A designation or deletion of a Secondary Annuitant will take effect as of the date the written election was signed. The Company, however, must first accept and record the change at its Operations Center. The change will be subject to: (1) Any payment made by the Company, or (2) Action taken by the Company before the receipt of the notice at the Company's Operations Center. The Secondary Annuitant will be deleted from the Contract automatically by the Company as of the Contract Anniversary following the Secondary Annuitant's 95th birthday. On the death of the Annuitant, the Secondary Annuitant will become the Annuitant, under the following conditions: (1) The death of the Annuitant must have occurred before the Annuity Starting Date; (2) The Secondary Annuitant is living on the date of the Annuitant's death; (3) If the Annuitant was the Owner on the date of death, the Successor Owner must have been the Annuitant's spouse (as defined by federal law); and (4) If the date annuity payments start is later than the Contract Anniversary nearest the Secondary Annuitant's 95th birthday, the date annuity payments start will be automatically advanced to that Contract Anniversary. EFFECT OF SECONDARY ANNUITANT'S BECOMING THE ANNUITANT. If the Secondary Annuitant becomes the Annuitant, the Death Benefit proceeds will be paid to the Beneficiary only on the death of the Secondary Annuitant. If the Secondary Annuitant was the Beneficiary on the Annuitant's death, the Beneficiary will be automatically changed to the person who was the successor Beneficiary on the date of death. If there was no successor Beneficiary, then the Secondary Annuitant's executors or administrators, unless the Owner directed otherwise, will become the Beneficiary. All other rights and benefits under the Contract will continue in effect during the lifetime of the Secondary Annuitant as if the Secondary Annuitant were the Annuitant. ASSIGNMENT The Owner may assign the Contract. However, the Company will not be bound by any assignment until the assignment (or a copy) is received by the Company at its Operations Center. The Company is not responsible for determining the validity or effect of any assignment. The Company shall not be liable for any payment or other settlement made by the Company before receipt of the assignment. If the Contract is issued under certain retirement plans, then it may not be assigned, pledged or otherwise transferred except under conditions allowed under applicable law. Because an assignment may be a taxable event, an Owner should consult a competent tax advisor before assigning the Contract. CHANGE OF BENEFICIARY So long as the Annuitant is living, the Owner may change the Beneficiary or successor Beneficiary. A change is made by submitting a written request to the Company at its Operations Center. The form of the request must be acceptable to the Company. The Contract need not be returned unless requested by the Company. The change will take effect as of the date the request is signed. The Company will not, however, be liable for any payment made or action taken before receipt of the request at its Operations Center. SUBSTITUTION OF SECURITIES The Company may substitute shares of another mutual fund for shares of the Funds already purchased or to be purchased in the future by Contract Purchase Payments if: (1) The shares of any portfolio of the Funds is no longer available for investment by MONY America Variable Account A, or (2) In the judgment of the Company's Board of Directors, further investment in shares of one or more of the portfolios of the Funds is inappropriate based on the purposes of the Contract. The new portfolios may have higher fees and charges than the ones they replaced, and not all portfolios may be available to all classes of contracts. We will notify you before we substitute securities in any subaccount, and, to the extent required by law, we will obtain prior approval from the Securities and Exchange Commission and the Arizona Insurance Department. We also will obtain any other required approvals. (See "Who is MONY Life Insurance Company of America -- MONY America Variable Account A" for more information about changes we may make to the subaccounts). CHANGES TO CONTRACTS The Company reserves the right, subject to compliance with laws that apply, to unilaterally change your Contract in order to comply with any applicable laws and regulations, including but not limited to changes in the Internal Revenue Code, in Treasury regulations or in published rulings of the Internal Revenue Service, ERISA and in Department of Labor regulations. Any change in the Contract must be in writing and made by our authorized officer. We will provide notice of any contract change. CHANGE IN OPERATION OF MONY AMERICA VARIABLE ACCOUNT A To the extent permitted by applicable law, MONY America Variable Account A (i) may be operated as a management company under the 1940 Act,(ii) may be deregistered under the 1940 Act in the event the registration is no longer required, or (iii) may be combined with any of our other MONY America separate accounts. Deregistration of MONY America Variable Account A requires an order by the Securities and Exchange Commission. If there is a change in the operation of MONY America Variable Account A under this provision, the Company may make appropriate endorsement to the Contract to reflect the change and take such other action as may be necessary and appropriate to effect the change. 43 OTHER PROVISIONS 12. VOTING RIGHTS -------------------------------------------------------------------------------- Allperformance of the assets held in this separate account. We may, subject to state law that applies, transfer all assets allocated to the ~~subaccounts of MONY America Variable Account A will be invested in shares~~separate account to our general account. These assets are also available to the insurer’s general creditors and an owner should look to the financial strength of the ~~designated portfolios~~Company for its claims-paying ability. We guarantee all benefits relating to your value in the MSO, regardless of whether assets supporting the Funds. The Company is the legal holder of these shares. To the extent required by law, the Company will vote the shares of each of the Funds held in MONY America Variable Account A (whether or not attributable to Owners). We will determine the number of votes which you have the right to cast by applying your percentage interest in a subaccount to the total number of votes attributable to that subaccount. In determining the number of votes, we will recognize fractional shares. We will vote portfolio shares of a classMSO are held in a ~~subaccount~~separate account or our general account.

Our current plans are to invest separate account assets in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues. Futures, options and interest rate swaps may be used for ~~which~~hedging purposes.

Although the above generally describes our plans for investing the assets supporting our obligations under MSO, we ~~received no timely instructions in proportion~~are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws.

6. Distribution of the voting instructions which we received for all contracts participating in that subaccount. We will apply voting instructions to abstain on any item to be voted on a pro-rata basis to reduce the number of votes eligible to be cast. Whenever a Fund calls a shareholders meeting, each person having a voting interest in a subaccount will receive proxy voting material, reports, and other materials relating to the relevant portfolio. Since each Fund may engage in shared funding, other persons or entities besides the Company may vote Fund shares. VOTING RIGHTS 44 13. DISTRIBUTION OF THE CONTRACTS -------------------------------------------------------------------------------- policy

The ~~contracts are~~policy is distributed by both ~~AXA~~Equitable Advisors ~~LLC ("AXA Advisors")~~ and ~~AXA Distributors, LLC ("AXA Distributors") (together, the "Distributors").~~Equitable Distributors. The Distributors serve as principal underwriters of ~~MONY America~~Separate Account FP and Variable Account A.K. The offering of the ~~Contracts~~policy is intended to be continuous. ~~AXA Advisors~~

The MSO is available only under the policy issued by the Company. Extensive information about the arrangements for distributing the variable life insurance policy, including sales compensation, is included under “Distribution of the policy” in the variable life insurance policy prospectus and in the statement of additional information. All of that information applies regardless of whether you choose to use the MSO, and there is no additional plan of distribution or sales compensation with respect to the MSO. There is also no change to the information regarding the fact that the principal underwriter(s) is an affiliate of the Company ~~and AXA Distributors is~~or an indirect wholly owned subsidiary of the Company. ~~The Distributors are under the common control~~

7. Incorporation of ~~AXA~~certain documents by reference

Equitable Financial Inc. Their principal business address is 1290 Avenue of the Americas, New York, NY 10104. The Distributors are registered with the SEC as broker-dealers and are members of the Financial Industry Regulatory Authority, Inc. ("FINRA" ). Both broker-dealers also act as distributors for the Company's life and annuity products. The Contracts are sold by financial professionals of AXA Advisors and its affiliates. The Contracts are also sold by financial professionals of unaffiliated broker-dealers that have entered into selling agreements with the Distributors ("Selling broker-dealers"). The Company pays compensation to both Distributors based on contracts sold. The Company may also make additional payments to the Distributors, and the Distributors may, in turn, make additional payments to certain Selling broker-dealers. All payments will be in compliance with all applicable FINRA rules and other laws and regulations. Although the Company takes into account all of its distribution and other costs in establishing the level of fees and charges under its Contracts, none of the compensation paid to the Distributors or the Selling broker-dealers discussed in this section of the prospectus are imposed as separate fees or charges under your Contract. The Company, however, intends to recoup amounts it pays for distribution and other services through the fees and charges of the Contract and payments it receives for providing administrative, distribution and other services to the Portfolios. For information about the fees and charges under the Contract, see "Summary of the Contract" and "Charges and deductions" earlier in this prospectus. COMPENSATION PAID TO THE DISTRIBUTORS The Company pays compensation to the Distributors based on Purchase Payments made on the Contracts sold through the Distributors ("contribution-based compensation"). The contribution-based compensation will generally not exceed 6.50% of total Purchase Payments made under the Contracts, plus, starting in the second Contract Year, up to 0.25% of the cash value of the Contracts ("asset-based compensation"). The Distributors, in turn, may pay a portion of the compensation received from the Company to the Distributors financial professional and/or the Selling broker-dealer making the sale. The compensation paid by the Distributors varies among financial professionals and among Selling broker-dealers. The Distributors also pay a portion of the compensation it receives to its managerial personnel. When a Contract is sold by a Selling broker-dealer, the Selling broker-dealer, not the Distributors, determines the amount and type of compensation paid to the Selling broker-dealer's financial professional for the sale of the Contract. Therefore, you should contact your financial professional for information about the compensation he or she receives and any related incentives, as described below. AXA Advisors also pays its financial professionals and managerial personnel other types of compensation including service fees, expense allowance payments and health and retirement benefits. AXA Advisors also pays its financial professionals, managerial personnel and Selling broker-dealers sales bonuses (based on selling certain products during specified periods) and persistency bonuses. AXA Advisors may offer sales incentive programs to financial professionals and Selling broker-dealers who meet specified production levels for the sales of both the Company's Contracts and Contracts offered by other companies. These incentives provide non-cash compensation such as stock options awards and/or stock appreciation rights, expense-paid trips, expense-paid education seminars and merchandise. The Company also pays AXA Distributors compensation to cover its operating expenses and marketing services under the terms of the Company's distribution agreements with AXA Distributors. DIFFERENTIAL COMPENSATION PAID BY AXA ADVISORS. In an effort to promote the sale of the Company's products, AXA Advisors may pay its financial professionals and managerial personnel a greater percentage of contribution-based compensation and/or asset-based compensation for the sale of the Company's contract than it pays for the sale of a Contract or other financial product issued by a company other than the Company. This practice is known as providing "differential compensation." Differential compensation may involve other forms of compensation to AXA Advisors personnel. Certain components of the compensation paid to managerial personnel are based on whether the sales involve the Company's Contracts. Managers earn higher compensation (and credits toward awards and bonuses) if the financial professionals they manage sell a higher percentage of the Company's Contracts than products issued by other companies. Other forms of compensation provided to its financial professionals include health and retirement benefits, expense reimbursements, marketing allowances and contribution-based payments, known as "overrides." For tax reasons, AXA Advisors financial professionals qualify for health and retirement benefits based solely on their sales of the Company's Contracts and products sponsored by affiliates. The fact that AXA Advisors financial professionals receive differential compensation and additional payments may provide an incentive for those financial professionals to recommend the Company's Contract over a Contract or other financial product issued by a company not affiliated with the Company. However, under applicable rules of FINRA, AXA Advisors financial professionals may only recommend to you products that they reasonably believe are suitable for you based on the facts that you have disclosed as to your other security holdings, financial situation and needs. In making any recommendation, financial professionals of AXA Advisors may nonetheless face conflicts of interest because of the differences in compensation from one product category to another, and because of differences in compensation among products in the same category. For more information, contact your financial professional. ADDITIONAL PAYMENTS BY AXA DISTRIBUTORS TO SELLING BROKER-DEALERS. AXA Distributors may pay, out of its assets, certain Selling broker-dealers and other financial intermediaries additional compensation in recognition of services provided or expenses incurred. AXA Distributors may 45 DISTRIBUTION OF THE CONTRACTS also pay certain Selling broker-dealers or other financial intermediaries additional compensation for enhanced marketing opportunities and other services (commonly referred to as "marketing allowances"). Services for which such payments are made may include, but are not limited to, the preferred placement of the Company's products on a company and/or product list; sales personnel training; product training; business reporting; technological support; due diligence and related costs; advertising, marketing and related services; conference; and/or other support services, including some that may benefit the contract owner. Payments may be based on the aggregate account value attributable to contracts sold through a Selling broker-dealer or such payments may be a fixed amount. AXA Distributors may also make fixed payments to Selling broker-dealers, for example in connection with the initiation of a new relationship or the introduction of a new product. Additionally, as an incentive for the financial professionals of Selling broker-dealers to promote the sale of the Company's products, AXA Distributors may increase the sales compensation paid to the Selling broker-dealer for a period of time (commonly referred to as "compensation enhancements"). These additional payments may serve as an incentive for Selling broker-dealers to promote the sale of the Company contracts over contracts and other products issued by other companies. Not all Selling broker-dealers receive additional payments, and the payments vary among Selling broker-dealers. The list below includes the names of Selling broker-dealers that we are aware (as of December 31, 2010) received additional payments. These additional payments ranged from $127 to $3,689,426. The Company and its affiliates may also have additional business arrangements with Selling broker-dealers. For more information, ask your financial professional. 1st Global Capital Corporation Advantage Capital Corporation AG Edwards American General Securities Inc American Portfolios Financial Services Ameriprise Financial Services, Inc. Associated Securities Corp. Bank of America BBVA Compass Investment Solutions, Inc. CCO Investment Services Corp. Centaurus Financial, Inc. Colonial Brokerage, Inc. Comerica Securities Commonwealth Financial Network CUSO Financial Services, LP Essex National Securities Inc FFP Financial Network Investment Corporation First Allied Securities First Citizens Investor Services First Tennessee Brokerage, Inc. FSC Securities Corporation Geneos Wealth Management, Inc. H.D. Vest Investment Securities, Inc. Investment Centers of America/First Dakota Inc. IFC Holdings Inc. DBA Invest Financial Corporation Investment Professionals, Inc. Investors Capital Corporation Ironstone Securities, Inc J.P. Turner & Co. LLC James T. Borello & Co. Janney Montgomery Scott Key Investment Services, LLC Lincoln Financial Advisors Corporation Lincoln Financial Securities Corporation LPL Financial Corporation M&T Securities Merrill Lynch Life Agency MML Investors Services LLC Morgan Keegan Morgan Stanley Smith Barney - Morgan Stanley & Co., Incorporated Multi-Financial Securities Corporation National Planning Corporation Next Financial Group, Inc. NFP Securities, Inc. Pension Planners Securities Inc PNC Investments Prime Capital Services PrimeVest Financial Services, Inc. Oppenheimer & Co. Inc. Raymond James & Associates Inc Raymond James Financial Service RBC Capital Markets Corp. Robert W Baird Royal Alliance Associates Inc. RW Baird - Robert N. Baird & Co. Incorporated Sage Point Financial, Inc Securities America, Inc. SII Investments, Inc. Sorrento Pacific Financial LLC Stifel, Nicolaus & Co. Summit Brokerage Services, Inc Termed/Gunnallen Financial, Inc. Termed/Mutual Service Corporation Transamerica Financial Advisors, Inc. U.S Bancorp Investments, Inc. UBS Financial Services, Inc. United Planners' Financial Service of America UVEST Financial Services Group, Inc. Waterstone Financial Group, Inc. Wells Fargo Advisors Financial Network LLC Wells Fargo Advisors Wells Fargo Advisors, LLC Wells Fargo Investments, LLC Woodbury Financial Services, Inc. DISTRIBUTION OF THE CONTRACTS 46 14. FEDERAL TAX STATUS -------------------------------------------------------------------------------- INTRODUCTION The Contract described in this prospectus is designed for use in connection with Qualified Plans and on a nonqualified basis. The ultimate effect of federal income taxes on: o the value of the Contract's Fund Value, o annuity payments, o death benefit, and o economic benefit to the Owner, Annuitant, and the Beneficiary may depend upon o the type of retirement plan for which the Contract is purchased, and o the tax and employment status of the individual concerned. The following discussion of the treatment of the Contract and of the Company under the federal income tax laws is general in nature. The discussion is based on the Company's understanding of current federal income tax laws, and is not intended as tax advice. These federal income tax laws may change without notice. We cannot predict whether, when, or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider proposals in the future to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract. We cannot predict what, if any, legislation will actually be proposed or enacted. Any person considering the purchase of a contract or making additional Purchase Payments under the Contract should consult a qualified tax adviser. Additional information on 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. TAXATION OF ANNUITIES IN GENERAL The Contract described in this prospectus is designed for use in connection with Qualified Plans and on a nonqualified basis. 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 Contracts if the Owner is other than a natural person unless the contract is held as an agent for a natural person. Annuity payments made under a contract are generally taxable to the Annuitant as ordinary income except to the extent of: o participant after-tax contributions (in the case of Qualified Plans), or o owner contributions (in the case of Non-Qualified Contracts). Owners, Annuitants, and Beneficiaries should seek advice from their own tax advisers about the tax consequences of distributions, withdrawals and payments under Non-Qualified Contracts and under any Qualified Plan in connection with which the Contract is purchased. For Qualified Contracts, among other things individuals should discuss with their tax advisers are the "required minimum distribution rules" which generally require distributions to be made after age 70-1/2 and after death, including requirements applicable to the calculation of such required distributions from annuity contracts funding Qualified Plans. Federal tax law imposes requirements for determining the amount includable in gross income with respect to distributions not received as an annuity. Distributions include, but are not limited to, transfers, including gratuitous transfers, and pledges of the contract both of which are treated the same as distributions. Distributions from all annuity contracts issued during any calendar year by the same company (or an affiliate) to the Owner (other than those issued to qualified retirement plans) in the same 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. None of these rules affects Qualified Plans. 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 (2) Notifies the Company that he or she chooses not to have amounts withheld. Distributions of plan benefits from qualified retirement plans, other than traditional individual retirement arrangements ("traditional IRAs"), generally will be subject to mandatory federal income tax withholding unless they are: (1) Part of a series of substantially equal periodic payments (at least annually) for: (a) the participant's life or life expectancy, (b) the joint lives or life expectancies of the participant and his/ her beneficiary, (c) or a period certain of not less than 10 years; (2) Required minimum distributions; or (3) Qualifying hardship distributions. The withholding can be avoided if the participant's interest is directly rolled over by the old plan to another eligible traditional retirement plan, including an IRA. A direct rollover to the new plan can be made only in accordance with the terms of the old plan. The Company may be liable for payment of the generation skipping transfer tax under certain circumstances. In the event that the Company determines that such liability exists, an amount necessary to pay the generation skipping transfer tax may be subtracted from the death benefit proceeds. RETIREMENT PLANS Aside from Contracts purchased on a non-qualified basis, the Contract described in this prospectus currently is designed for use with the following types of retirement plans: 47 FEDERAL TAX STATUS (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; and (4) Deferred compensation plans provided by certain governmental entities and tax-exempt organizations under Section 457. The tax rules applicable to participants in such retirement plans vary according to the type of plan and its terms and conditions. Therefore, no attempt is made here to provide more than general information about the use of the Contract with the various types of retirement plans. Participants in such plans as well as Owners, Annuitants, and Beneficiaries are cautioned that the rights of any person to any benefits under these plans are subject to the terms and conditions of the plans themselves, regardless of the terms and conditions of the Contract. The Company will provide purchasers of Contracts used in connection with Individual Retirement Annuities with such supplementary information as may be required by the Internal Revenue Service or other appropriate agency. Any person contemplating the purchase of a Contract should consult a qualified tax adviser. TAX TREATMENT OF THE COMPANY Under existing federal income tax laws, the income of MONY America Variable Account A, to the extent that it is applied to increase reserves under the Contract, is substantially nontaxable to the Company. FEDERAL TAX STATUS 48 15. ADDITIONAL INFORMATION AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE -------------------------------------------------------------------------------- The Company's Insurance Company’s Annual Report on Form 10-K and Equitable Financial Life Insurance Company of America’s Annual Report on Form 10-K for the period ended December 31, ~~2010~~2023 (the ~~"Annual Report"~~“Annual Report”) is considered to be part of this ~~prospectus~~Prospectus because it is incorporated by reference.

The Company files reports and other information with the SEC, as required by law. You may read and copy this information at the ~~SEC's~~SEC’s public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the ~~SEC's~~SEC’s website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, ~~The~~the Company has filed with the SEC a registration statement relating to the ~~Guaranteed Interest Account with~~ Market ~~Value Adjustment~~Stabilizer Option^® (the ~~"Registration Statement"~~“Registration Statement”). This ~~prospectus~~Prospectus has been filed as part of the Registration Statement and does not contain all of the information set forth in the Registration Statement.

After the date of this ~~prospectus~~Prospectus and before we terminate the offering of the securities under the Registration Statement, all documents or reports we file with the SEC under the Securities Exchange Act of 1934 ("(“Exchange ~~Act"~~Act”), will be considered to become part of this ~~prospectus~~Prospectus because they are incorporated by reference.

Any statement contained in a document that is or becomes part of this ~~prospectus,~~Prospectus, will be considered changed or replaced for purposes of this ~~prospectus~~Prospectus if a statement contained in this ~~prospectus~~Prospectus changes or is replaced. Any statement that is considered to be a part of this ~~prospectus~~Prospectus because of its incorporation will be considered changed or replaced for the purpose of this ~~prospectus~~Prospectus if a statement contained in any other subsequently filed document that is considered to be part of this ~~prospectus~~Prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this ~~prospectus.~~ Prospectus.

We file the Registration Statement and our Exchange Act documents and reports, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, electronically according to ~~EDGAR under CIK No. 0000835357.~~EDGAR. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the site is www.sec.gov.

Upon written or oral request, we will provide, free of charge, to each person to whom this ~~prospectus~~Prospectus is delivered, a copy of any or all of the documents considered to be part of this ~~prospectus~~Prospectus because they are incorporated herein. In accordance with SEC rules, we will provide copies of any exhibits specifically incorporated by reference into the text of

the Exchange Act reports (but not any other exhibits). Requests for documents should be directed ~~to MONY~~to:

Equitable Financial Life Insurance Company

1345 Avenue of the Americas

New York, NY 10105

Equitable Financial Life Insurance Company of America ~~1290 Avenue of the Americas, New York, New York 10104.~~

Life Operations

8501 IBM Drive, Suite 150

Charlotte, NC 28262-4333

Attention: Corporate Secretary (telephone: (212) 554-1234). You can access our website at www.axa-equitable.com. 49 ADDITIONAL INFORMATION AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 16. LEGAL PROCEEDINGS -------------------------------------------------------------------------------- MONYwww.equitable.com.

Independent Registered Public Accounting Firm

The financial statements and financial statement schedules of Equitable Financial Life Insurance Company of America ~~and its affiliates are parties~~incorporated in this Prospectus by reference to various legal proceedings. In our view, none of these proceedings would be considered material with respect to an Owner's interest in MONY America Variable Account A, nor would any of these proceedings be likely to have a material adverse effect upon MONY America Variable Account A, our ability to meet our obligations under the ~~contracts, or~~Annual Report on Form 10-K for the distribution of the contracts. LEGAL PROCEEDINGS 50 17. FINANCIAL STATEMENTS -------------------------------------------------------------------------------- The audited financial statements of MONY America Variable Account A and the Company are set forth in the Statement of Additional Information. These financial statementsyear ended December 31, 2023 have been ~~audited by~~so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting ~~firm. The financial statements~~firm, given on the authority of ~~the Company should be considered only~~said firm as ~~bearing upon the ability of the Company to meet its obligations under the Contracts. You should not consider the financial statements of the Company as affecting investment performance of assets~~experts in ~~the Variable Account.~~ auditing and accounting.

PricewaterhouseCoopers LLP ~~also~~ provides independent audit services and certain other non-audit services to Equitable Financial Life Insurance Company of America as permitted by the applicable SEC independence rules, and as disclosed in Equitable Financial Life Insurance Company of America’s Form 10-K. PricewaterhouseCoopers LLP’s address is 300 Madison Avenue, New York, New York 10017.

The consolidated financial statements and financial statement schedules of Equitable Financial Life Insurance Company incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

PricewaterhouseCoopers LLP provides independent audit services and certain other non-audit services to Equitable Financial Life Insurance Company as permitted by the applicable SEC independence rules, and as disclosed in ~~the Company's~~Equitable Financial Life Insurance Company’s Form 10-K. PricewaterhouseCoopers ~~LLP's~~LLP’s address is 300 Madison Avenue, New York, New York 10017. ~~ABOUT THE GENERAL ACCOUNT This Contract was offered~~

Appendix: Early Distribution Adjustment Examples

Hypothetical Early Distribution Adjustment Examples

A. Examples of Early Distribution Adjustment to ~~customers through various financial institutions, brokerage firms~~determine Segment Distribution Value

The following examples represent a policy owner who has invested in both Segments 1 and ~~their affiliate insurance agencies. No financial institution, brokerage firm or insurance agency has any liability with respect~~2. They are meant to show how much value is available to a ~~Contract's account value or any guaranteed benefits with which the Contract was issued. The Company~~policy owner when there is solely responsible to the Contract owner for the Contract's account value and such guaranteed benefits. The general obligations and any guaranteed benefits under the Contract are supported by the Company's general account and are subject to the Company's claims paying ability. An owner should look to the financial strength of the Company for its claims-paying ability. Assets in the general account are not segregated for the exclusive benefit of any particular Contract or obligation. General account assets are also available to the insurer's general creditors and the conduct of its routine business activities, such as the payment of salaries, rent and other ordinary business expenses. For more information about the Company's financial strength, you may review its financial statements and/or check its current rating with one or more of the independent sources that rate insurance companies for their financial strength and stability. Such ratings are subject to change and have no bearing on the performance of the variable investment options. You may also speak with your financial representative. The general account is subject to regulation and supervision by the Insurance Department of the State of Arizona and to the insurance laws and regulations of all jurisdictions where we are authorized to do business. Interests under the contracts in the general account have not been registered and are not required to be registered under the Securities Act of 1933 because of exemptions and exclusionary provisions that apply. The general account is not required to register as an investment company under the Investment Company Act of 1940 and it is not registered as an investment company under the Investment Company Act of 1940. The contract is a "covered security" under the federal securities laws. We have been advised that the staff of the SEC has not reviewed the portions of this prospectus that relate to the general account. The disclosure with regard to the general account, however, may be subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses. 51 FINANCIAL STATEMENTS Appendix I: Benefit option packages, table of fees, examples and charges and deductions for contracts issued in the State of Washington -------------------------------------------------------------------------------- SUMMARY OF THE CONTRACT BENEFIT OPTION PACKAGES There are two benefit option packages under the Contract. Each benefit option package is distinct. You select a benefit option package at the time of application. Once a selection is made, you may not transferEarly Distribution from ~~one benefit option package to another.~~
------------------------------------------------------------------------------------------------------------------------------------ OPTION 1 OPTION 2 ------------------------------------------------------------------------------------------------------------------------------------ MORTALITY AND Current annual rate--1.20% Current annual rate--1.70% EXPENSE RISK CHARGE Maximum annual rate--1.40% Maximum annual rate--1.95% ------------------------------------------------------------------------------------------------------------------------------------ DEATH BENEFIT ON DEATH OF ANNUITANT THE GREATER OF: THE GREATEST OF: (1) The Fund Value less any (1) The Fund Value less any outstanding debt on the date outstanding debt on the date due proof of the Annuitant's due proof of the Annuitant's death is received by the death is received by the Company. Company. or or (2) The Purchase Payments paid, (2) The Purchase Payments paid, reduced proportionately by reduced proportionately by each partial surrender each partial surrender (reflecting any Market Value (reflecting any Market Value Adjustment and any surrender Adjustment and any surrender charge) and less any charge) and less any outstanding debt.(1) outstanding debt.(1) or (3) Step Up Value (See "Death benefit") ------------------------------------------------------------------------------------------------------------------------------------ MINIMUM INITIAL PURCHASE PAYMENT Qualified Contracts--The minimum Qualified Contracts--The minimum Purchase Payment for qualified Purchase Payment for qualified plans is the same for both plans is the same for both options. (See "Detailed options. (See "Detailed information about the contract.") information about the contract.") Non-Qualified Contracts--$5,000 Non-Qualified Contracts--$10,000 ------------------------------------------------------------------------------------------------------------------------------------ ANNUITANT ISSUE AGE Qualified Contracts--0-80 Qualified Contracts--0-79 Non-Qualified Contracts--0-80 Non-Qualified Contracts--0-79 ------------------------------------------------------------------------------------------------------------------------------------ ANNUAL CONTRACT CHARGE Current charge is $30. Current charge is $0. The annual contract charge may be increased to a maximum of $30 on 30 days written notice. ------------------------------------------------------------------------------------------------------------------------------------
(1) In the calculation of the death benefit, for each partial surrender, the proportionate reduction is equal to the amount of that partial surrender and any surrender charge and any Market Value Adjustment divided by the Fund Value immediately before that partial surrender, multiplied by the Purchase Payments paid before that partial surrender. For certain Contracts purchased prior to July 22, 2003 , the death benefit is greater of: (1) the Fund Value less any outstanding debt on the date due proof of the Annuitant's death is received by the Company, or (2) the Purchase Payments paid, less any partial surrenders and their surrender charges, less any outstanding debt and plus or minus any Market Value Adjustment. APPENDIX I: BENEFIT OPTION PACKAGES, TABLE OF FEES, EXAMPLES AND CHARGES AND DEDUCTIONS I-1 FEE TABLES The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Contract. The first table describes the fees and expenses that you will pay at the time that you buy the Contract, surrender the Contract, or transfer fund value between investment options. State premium taxes may also be deducted.
----------------------------------------------------------------------------------------------------------------- OWNER TRANSACTION EXPENSES: ----------------------------------------------------------------------------------------------------------------- Maximum deferred sales load (surrender charge) 7.00%(1) (as a percentage of Purchase Payments surrendered) ----------------------------------------------------------------------------------------------------------------- Loan interest spread (effective annual rate) 2.50%(2) ----------------------------------------------------------------------------------------------------------------- Maximum transfer charge $25(3) ----------------------------------------------------------------------------------------------------------------- -----------------------------------------------------------------------------------------------------------------
~~The next table describes the fees and expense that you will pay periodically during the time that you own the Contract, not including Fund portfolio company fees and expenses.~~
----------------------------------------------------------------------------------------------------------------- MAXIMUM ANNUAL CONTRACT CHARGE $30(4) ----------------------------------------------------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL EXPENSES: (AS A PERCENTAGE OF AVERAGE ANNUAL FUND VALUE IN THE VARIABLE ACCOUNT): ----------------------------------------------------------------------------------------------------------------- OPTION 1 ----------------------------------------------------------------------------------------------------------------- Maximum mortality and expense risk fees 1.40%(5) ----------------------------------------------------------------------------------------------------------------- Total separate account annual expenses 1.40%(5) ----------------------------------------------------------------------------------------------------------------- OPTION 2 ----------------------------------------------------------------------------------------------------------------- Maximum mortality and expense risk fees 1.95%(6) ----------------------------------------------------------------------------------------------------------------- Total separate account annual expenses 1.95%(6) -----------------------------------------------------------------------------------------------------------------
(1) The surrender charge percentage, which reduces to zero, is determined under a surrender charge schedule. (See "Deductions from fund value -- Amount of surrender charge.") The surrender charge may be reduced under certain circumstances which include reduction in order to guarantee that certain amounts may be received free of the surrender charge. (See "Deductions from fund value -- Free partial surrender amount.") (2) The loan interest spread is the difference between the amount of interest we charge on loans and the amount of interest we credit to amounts held in the loan account to secure loans. (3) The transfer charge currently is $0. However, the Company has reserved the right to impose a charge for each transfer after the first 12 transfers in a Contract Year, which will not exceed $25. (See "Deductions from fund value -- Transfer charge.") (4) The annual contract charge for Option 1 is currently $30. The annual contract charge for Option 2 is currently $0. However, the Company may in the future change the amount of the charge to an amount not exceeding $30 per Contract Year. (See "Deductions from fund value -- Annual contract charge.") (5) The mortality and expense risk charge is deducted daily equivalent to a current annual rate of 1.20% (and is guaranteed not to exceed a daily rate equivalent to an annual rate of 1.40%) from the value of the net assets of MONY America Variable Account A. (6) The mortality and expense risk charge is deducted daily equivalent to a current annual rate of 1.70% (and is guaranteed not to exceed a daily rate equivalent to an annual rate of 1.95%) from the value of the net assets of MONY America Variable Account A. The next item shows the minimum and maximum total operating expenses charged by the portfolio companies for the year ended December 31, 2010. You may pay portfolio company operating expenses periodically during the time that you own the Contract. More detail concerning each Fund portfolio company's fees and expenses is contained in the prospectus for each portfolio.
----------------------------------------------------------------------------------------------------------------- TOTAL ANNUAL FUND PORTFOLIO OPERATING EXPENSES: LOWEST HIGHEST ----------------------------------------------------------------------------------------------------------------- Expenses that are deducted from portfolio company assets, including 0.37% 1.78% management fees, distribution and/or services fees (12b-1 fees), and other expenses -----------------------------------------------------------------------------------------------------------------
I-2 APPENDIX I: BENEFIT OPTION PACKAGES, TABLE OF FEES, EXAMPLES AND CHARGES AND DEDUCTIONS EXAMPLE This example is intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expense, and Fund fees and expenses for the year ended December 31, 2010. The example assumes that you invest $10,000 in the Contract for the time periods indicated. The example also assumes that your investment has a 5% return each year. The example assumes the minimum and maximum fees and expenses of any of the Fund portfolios. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: 1. a. If you surrender your Contract at the end of the applicable time period (assuming maximum fees and expenses of any of the Fund portfolios): ------------------------------------------------------------------------ 1 YEAR 3 YEARS 5 YEARS 10 YEARS ------------------------------------------------------------------------ Option 1 $ 990 $1,634 $2,293 $3,756 Option 2 $1,041 $1,783 $2,537 $4,231 ------------------------------------------------------------------------ b. If you surrender your Contract at the end of the applicable time period (assuming minimum fees and expenses of any of the Fund portfolios): ------------------------------------------------------------------------ 1 YEAR 3 YEARS 5 YEARS 10 YEARS ------------------------------------------------------------------------ Option 1 $858 $1,239 $1,635 $2,400 Option 2 $910 $1,395 $1,898 $2,954 ------------------------------------------------------------------------ 2. a. If you do not surrender your Contract (assuming maximum fees and expenses of any of the Fund portfolios): ------------------------------------------------------------------------ 1 YEAR 3 YEARS 5 YEARS 10 YEARS ------------------------------------------------------------------------ Option 1 $351 $1,068 $1,807 $3,756 Option 2 $405 $1,227 $2,064 $4,231 ------------------------------------------------------------------------ b. If you do not surrender your Contract (assuming minimum fees and expenses of any of the Fund portfolios): ------------------------------------------------------------------------ 1 YEAR 3 YEARS 5 YEARS 10 YEARS ------------------------------------------------------------------------ Option 1 $210 $649 $1,114 $2,400 Option 2 $265 $814 $1,390 $2,954 ------------------------------------------------------------------------ 3. a. If you annuitize your Contract and the proceeds are settled under Settlement Options 3 or 3A (life income with annuity options) (assuming maximum fees and expenses of any of the Fund portfolios): ------------------------------------------------------------------------ 1 YEAR 3 YEARS 5 YEARS 10 YEARS ------------------------------------------------------------------------ Option 1 $ 990 $1,068 $1,807 $3,756 Option 2 $1,041 $1,227 $2,064 $4,231 ------------------------------------------------------------------------ b. If you annuitize your Contract and the proceeds are settled under Settlement Options 3 or 3A (life income with annuity options) (assuming minimum fees and expenses of any of the Fund portfolios): ------------------------------------------------------------------------ 1 YEAR 3 YEARS 5 YEARS 10 YEARS ------------------------------------------------------------------------ Option 1 $858 $649 $1,114 $2,400 Option 2 $910 $814 $1,390 $2,954 ------------------------------------------------------------------------ 4. a. If you annuitize your Contract and the proceeds are settled under Settlement Options 1, 2 or 4 (annuity income without life contingencies) (assuming maximum fees and expenses of any of the Fund portfolios): ------------------------------------------------------------------------ 1 YEAR 3 YEARS 5 YEARS 10 YEARS ------------------------------------------------------------------------ Option 1 $ 990 $1,634 $2,293 $3,756 Option 2 $1,041 $1,783 $2,537 $4,231 ------------------------------------------------------------------------ b. If you annuitize your Contract and the proceeds are settled under Settlement Options 1, 2 or 4 (annuity income without life contingencies) (assuming minimum fees and expenses of any of the Fund portfolios): ------------------------------------------------------------------------ 1 YEAR 3 YEARS 5 YEARS 10 YEARS ------------------------------------------------------------------------ Option 1 $858 $1,239 $1,635 $2,400 Option 2 $910 $1,395 $1,898 $2,954 ------------------------------------------------------------------------ For the purposes of the Fee Tables and the Example, we assume that the Contract is owned during the accumulation period. (See "Charges and Deductions.") On and after the annuity starting date, different fees and charges will apply. APPENDIX I: BENEFIT OPTION PACKAGES, TABLE OF FEES, EXAMPLES AND CHARGES AND DEDUCTIONS I-3 DETAILED INFORMATION ABOUT THE CONTRACT PAYMENT AND ALLOCATION OF PURCHASE PAYMENTS Issue ages The issue ages for the two benefit option packages available under the Contract vary as per the table below. The maximum issue age of the Annuitant for Option 1 is 85. The maximum issue age of the Annuitant for Option 2 is 79.
------------------------------------------------------------------------------------------------------------------------------------ OPTION 1 OPTION 2 ------------------------------------------------------------------------------------------------------------------------------------ Annuitant Issue Ages 0-85 0-79 ------------------------------------------------------------------------------------------------------------------------------------
DEATH BENEFIT DEATH BENEFIT PROVIDED BY THE CONTRACT The death benefit depends upon the benefit option package in effect on the date the Annuitant dies. You may not change benefit option packages once you select an option.
------------------------------------------------------------------------------------------------------------------------------------ OPTION 1 OPTION 2 ------------------------------------------------------------------------------------------------------------------------------------ THE GREATER OF: THE GREATEST OF: ------------------------------------------------------------------------------------------------------------------------------------ (1) The Fund Value less any outstanding debt on the date (1) The Fund Value less any outstanding debt on the date due proof of the Annuitant's death is received by the due proof of the Annuitant's death is received by the Company. Company. or or (2) The Purchase Payments paid, reduced proportionately by (2) The Purchase Payments paid, reduced proportionately by each partial surrender and their surrender charges, any each partial surrender and their surrender charges, outstanding debt and plus or minus any Market Value less any outstanding debt and plus or minus any Market Adjustment.(1) Value Adjustment.(1) or (3) Step Up Value (See "Step Up Value" in the prospectus) ------------------------------------------------------------------------------------------------------------------------------------
(1) In the calculations of the death benefit, for each partial surrender, the proportionate reduction is equal to the amount of that partial surrender and any surrender charge and any Market Value Adjustment divided by the Fund Value immediately before that partial surrender, multiplied by the Purchase Payments paid before that partial surrender. For certain Contracts purchased prior to July 22, 2003, the death benefit is the greater of: (1) the Fund Value less any outstanding debt on the date due proof of the Annuitant's death is received by the Company, or (2) the Purchase Payments paid, less any partial surrenders and their surrender charges, less any outstanding debt and plus or minus any Market Value Adjustment. I-4 APPENDIX I: BENEFIT OPTION PACKAGES, TABLE OF FEES, EXAMPLES AND CHARGES AND DEDUCTIONS CHARGES AND DEDUCTIONS The following table summarizes the charges and deductions under the Contract:
------------------------------------------------------------------------------------------------------------------------------------ DEDUCTIONS FROM PURCHASE PAYMENTS ------------------------------------------------------------------------------------------------------------------------------------ Tax charge Range for State and local premium tax -- 0% to 3.50%(1). Federal -- currently 0% (Company reserves the right to charge in the future.) ------------------------------------------------------------------------------------------------------------------------------------ DAILY DEDUCTIONS FROM MONY AMERICA VARIABLE ACCOUNT A ------------------------------------------------------------------------------------------------------------------------------------ Separate account annual expenses: Mortality & expense risk charge Option 1 Annual rate deducted daily from net assets Maximum daily rate -- 0.003836% Maximum annual rate -- 1.40% Option 2 Maximum daily rate -- 0.005342% Maximum annual rate -- 1.95% ------------------------------------------------------------------------------------------------------------------------------------ DEDUCTIONS FROM FUND VALUE ------------------------------------------------------------------------------------------------------------------------------------ Annual contract charge Maximum annual contract charge Option 1 -- Current charge is $30. Option 1 -- The maximum annual contract charge is $30. Option 2 -- Current charge is $0. Option 2 -- The annual contract charge may be increased to a maximum of $30 on 30 days written notice. ------------------------------------------------------------------------------------------------------------------------------------ Transaction and other charges Maximum transaction and other charges Transfer charge Option 1 -- The Company has reserved the right to impose a charge for each transfer after the first 12 transfers in a Option 1 -- Current charge is $0. Contract Year which will not exceed $25. Option 2 -- Current charge is $0. Option 2 -- The Company has reserved the right to impose a charge for each transfer after the first 12 transfers in a Contract Year which will not exceed $25. ------------------------------------------------------------------------------------------------------------------------------------ Surrender charge See grading schedule and "Charges and deductions -- Charges against fund value" for details of how it is computed. Grades from 7% to 0% of Fund Value surrendered based on a schedule ------------------------------------------------------------------------------------------------------------------------------------ Loan interest spread 2.50% ------------------------------------------------------------------------------------------------------------------------------------
(1) Company currently assumes responsibility; current charge to Owner 0%. Please note that the amount of the charge may not necessarily correspond to the costs associated with providing the services or benefits indicated by the designation of the charge. For example, the surrender charge we collect may not fully cover all of the sales and distribution expenses we actually incur. We also may realize a profit on one or more of the charges. We may use such profits for any corporate purpose, including the payment of sales expenses. DEDUCTIONS FROM PURCHASE PAYMENTS Deductions may be made from Purchase Payments for state and local premium taxes prior to allocation of any Net Purchase Payment among the subaccounts. Currently, the Company makes no deduction, but may do so with respect to future payments. If the Company is going to make deductions for such tax from future Purchase Payments, it will give notice to each affected Owner. CHARGES AGAINST FUND VALUE Daily deduction from MONY America Variable Account A Mortality and expense risk charge. The Company assumes mortality and expense risks. A charge for assuming such risks is deducted daily from the net assets of MONY America Variable Account A. The charge varies based on the benefit option package selected. The mortality and expense risk charge will not be deducted from the Guaranteed Interest Account. Option 1 -- For Option 1, the daily mortality and expense risk charge from MONY America Variable Account A is deducted at a current daily rate equivalent to an annual rate of 1.20% from the value of the net assets of MONY America Variable Account A. The rate is guaranteed not to exceed a daily rate equivalent to an annual rate of 1.40% from the value of the net assets of MONY America Variable Account A. The mortality and expense risk charge is deducted from MONY America Variable Account A, and therefore the subaccounts, on each Business Day. Where the previous day (or days) was not a Business Day, the deduction currently on the next Business Day will be 0.003288% (guaranteed not to exceed 0.003836%) multiplied by the number of days since the last Business Day. Option 2 -- For Option 2, the daily mortality and expense risk charge from MONY America Variable Account A is deducted at a current daily rate equivalent to an annual rate of 1.70% from the value of the net assets of MONY America Variable Account A. The rate is guaranteed not to exceed a daily rate equivalent to an annual rate of 1.95% from the value of the net assets of MONY America Variable Account A. The mortality and expense APPENDIX I: BENEFIT OPTION PACKAGES, TABLE OF FEES, EXAMPLES AND CHARGES AND DEDUCTIONS I-5 risk charge is deducted from MONY America Variable Account A, and therefore the subaccounts, on each Business Day. Where the previous day (or days) was not a Business Day, the deduction currently on the next Business Day will be 0.004658% (guaranteed not to exceed 0.005342%) multiplied by the number of days since the last Business Day. The mortality risk assumed by the Company is that Annuitants may live for a longer time than projected. If that occurs, an aggregate amount of annuity benefits greater than that projected will be payable. In making this projection, the Company has used the mortality rates from the 1983 Table "a" (discrete functions without projections for future mortality), with 3.50% interest. In addition, the Company also assumes risk in connection with the Step-Up Value. The expense risk assumed is that expenses incurred in issuing and administering the Contracts will exceed the expense charges provided in the Contracts. If the amount of the charge exceeds the amount needed, the excess will be kept by the Company in its General Account. If the amount of the charge is inadequate, the Company will pay the difference out of its General Account. DEDUCTIONS FROM FUND VALUE Annual contract charge. The Company has primary responsibility for the administration of the Contract and MONY America Variable Account A. An annual contract charge helps to reimburse the Company for administrative expenses related to the maintenance of the Contract. Ordinary administrative expenses expected to be incurred include premium collection, recordkeeping, processing death benefit claims and surrenders, preparing and mailing reports, and overhead costs. In addition, the Company expects to incur certain additional administrative expenses in connection with the issuance of the Contract, including the review of applications and the establishment of Contract records. The Company intends to administer the Contract itself. The current amount of the annual contract charge depends upon the benefit option package selected.
------------------------------------------------------------------------------------------------------------------------------------ ANNUAL CONTRACT CHARGE ------------------------------------------------------------------------------------------------------------------------------------ OPTION 1 OPTION 2 ------------------------------------------------------------------------------------------------------------------------------------ Current charge is $30. Current charge is $0. ------------------------------------------------------------------------------------------------------------------------------------ The maximum annual contract charge is $30. The annual contract charge may be increased to a maximum of $30. ------------------------------------------------------------------------------------------------------------------------------------
The Owner will receive a written notice 30 days in advance of any change in the charge. Any applicable charge will be assessed once per year on the contract anniversary, starting on the first contract anniversary. If applicable, the annual contract charge is deducted from the Fund Value on each Contract Anniversary before the date annuity payments start. The amount of the charge will be allocated against the Guaranteed Interest Account and each subaccount of MONY America Variable Account A in the same proportion that the Fund Value in those accounts bears to the Fund Value of the Contract. The Company does not expect to make any profit from the annual contract charge. I-6 APPENDIX I: BENEFIT OPTION PACKAGES, TABLE OF FEES, EXAMPLES AND CHARGES AND DEDUCTIONS Appendix II: Condensed financial information -------------------------------------------------------------------------------- MONY LIFE INSURANCE COMPANY OF AMERICA MONY AMERICA VARIABLE ACCOUNT A ACCUMULATION UNIT VALUES
----------------------------------------------------------------------------------------------------- UNIT VALUE ----------------------------------------------------------------- DEC. 31, DEC. 31, DEC. 31, DEC. 31, OPTION 1 2010 2009 2008 2007 ----------------------------------------------------------------------------------------------------- All Asset Allocation $ 11.37 $ 10.01 $ 8.03 $ 11.67 ----------------------------------------------------------------------------------------------------- AXA Aggressive Allocation 8.46 7.57 6.02 10.02 ----------------------------------------------------------------------------------------------------- AXA Conservative Allocation 10.47 9.87 9.10 10.35 ----------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation 9.91 9.20 8.13 10.22 ----------------------------------------------------------------------------------------------------- AXA Moderate Allocation 9.57 8.81 7.62 10.21 ----------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation 9.08 8.24 6.83 10.14 ----------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap 12.13 9.19 6.84 12.47 Growth ----------------------------------------------------------------------------------------------------- EQ/BlackRock Basic Value Equity 10.92 9.84 7.65 12.20 ----------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income 13.00 11.37 10.32 15.43 ----------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible 9.33 8.39 6.49 11.99 ----------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research 13.54 11.80 9.07 15.17 ----------------------------------------------------------------------------------------------------- EQ/Core Bond Index 13.29 12.68 12.47 13.82 ----------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions 13.65 12.61 10.94 12.85 ----------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value 24.54 18.73 13.40 19.56 ----------------------------------------------------------------------------------------------------- EQ/Global Multi-Sector Equity 25.63 23.22 15.64 37.02 ----------------------------------------------------------------------------------------------------- EQ/Intermediate Government Bond 12.11 11.73 -- -- Index ----------------------------------------------------------------------------------------------------- EQ/Large Cap Value PLUS 8.86 7.95 6.67 11.84 ----------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income 12.41 10.67 9.12 14.51 ----------------------------------------------------------------------------------------------------- EQ/Mid Cap Index 14.32 11.50 8.52 16.96 ----------------------------------------------------------------------------------------------------- EQ/Mid Cap Value PLUS 13.60 11.24 -- -- ----------------------------------------------------------------------------------------------------- EQ/Money Market 10.72 10.84 10.94 10.81 ----------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth 11.41 10.67 8.33 12.56 ----------------------------------------------------------------------------------------------------- EQ/Morgan Stanley Mid Cap Growth 11.61 8.86 5.70 10.91 ----------------------------------------------------------------------------------------------------- EQ/PIMCO Ultra Short Bond 12.50 12.55 11.76 12.40 ----------------------------------------------------------------------------------------------------- EQ/Small Company Index 17.93 14.38 11.51 17.65 ----------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income 11.16 9.99 7.63 12.88 ----------------------------------------------------------------------------------------------------- Franklin Income Securities Fund 16.89 15.17 11.32 16.29 ----------------------------------------------------------------------------------------------------- Franklin Rising Dividends Securities 14.90 12.50 10.78 14.96 ----------------------------------------------------------------------------------------------------- Invesco V.I. Financial Services Fund 5.70 5.23 4.15 10.36 ----------------------------------------------------------------------------------------------------- Invesco V.I. Global Health Care 12.38 11.90 9.43 13.37 ----------------------------------------------------------------------------------------------------- Invesco V.I. Global Value Equity Portfo- 11.13 10.16 8.86 14.98 lio ----------------------------------------------------------------------------------------------------- Invesco V.I. Technology Fund 10.03 8.37 5.38 9.82 ----------------------------------------------------------------------------------------------------- Janus Aspen Series Forty Portfolio 15.85 15.07 10.45 18.98 ----------------------------------------------------------------------------------------------------- Janus Aspen Series Overseas Portfolio 28.42 23.00 13.00 27.54 ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- UNIT VALUE ---------------------------------------------------------------- DEC. 31, DEC. 31, DEC. 31, DEC. 31, DEC. 31, OPTION 1 2006 2005 2004 2003 2002 ----------------------------------------------------------------------------------------------------- All Asset Allocation $ 11.30 $ 10.38 $ 9.99 $ 9.31 $ 7.80 ----------------------------------------------------------------------------------------------------- AXA Aggressive Allocation -- -- -- -- -- ----------------------------------------------------------------------------------------------------- AXA Conservative Allocation -- -- -- -- -- ----------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation -- -- -- -- -- ----------------------------------------------------------------------------------------------------- AXA Moderate Allocation -- -- -- -- -- ----------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation -- -- -- -- -- ----------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap -- -- -- -- -- Growth ----------------------------------------------------------------------------------------------------- EQ/BlackRock Basic Value Equity 12.20 10.21 -- -- -- ----------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income 15.06 13.14 12.52 10.75 8.59 ----------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible 10.82 10.40 -- -- -- ----------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research -- -- -- -- -- ----------------------------------------------------------------------------------------------------- EQ/Core Bond Index 13.54 -- -- -- -- ----------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions 12.57 11.35 10.98 10.55 -- ----------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value 18.11 15.43 14.96 12.52 9.22 ----------------------------------------------------------------------------------------------------- EQ/Global Multi-Sector Equity 26.32 -- -- -- -- ----------------------------------------------------------------------------------------------------- EQ/Intermediate Government Bond -- -- -- -- -- Index ----------------------------------------------------------------------------------------------------- EQ/Large Cap Value PLUS -- -- -- -- -- ----------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income 14.16 -- -- -- -- ----------------------------------------------------------------------------------------------------- EQ/Mid Cap Index 15.85 -- -- -- -- ----------------------------------------------------------------------------------------------------- EQ/Mid Cap Value PLUS -- -- -- -- -- ----------------------------------------------------------------------------------------------------- EQ/Money Market 10.42 10.07 -- -- -- ----------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth 10.52 9.87 9.47 9.21 7.96 ----------------------------------------------------------------------------------------------------- EQ/Morgan Stanley Mid Cap Growth -- -- -- -- -- ----------------------------------------------------------------------------------------------------- EQ/PIMCO Ultra Short Bond 11.26 11.35 11.40 11.01 10.55 ----------------------------------------------------------------------------------------------------- EQ/Small Company Index -- -- -- -- -- ----------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income 12.89 11.43 10.62 9.49 7.53 ----------------------------------------------------------------------------------------------------- Franklin Income Securities Fund 15.89 13.60 13.55 12.04 -- ----------------------------------------------------------------------------------------------------- Franklin Rising Dividends Securities 15.56 13.45 13.16 12.00 -- ----------------------------------------------------------------------------------------------------- Invesco V.I. Financial Services Fund 13.48 11.72 11.20 10.43 8.14 ----------------------------------------------------------------------------------------------------- Invesco V.I. Global Health Care 12.10 11.64 10.89 10.25 8.11 ----------------------------------------------------------------------------------------------------- Invesco V.I. Global Value Equity Portfo- 14.22 11.87 11.36 10.12 7.94 lio ----------------------------------------------------------------------------------------------------- Invesco V.I. Technology Fund 9.22 8.45 8.37 7.91 5.96 ----------------------------------------------------------------------------------------------------- Janus Aspen Series Forty Portfolio 14.06 13.04 11.73 10.06 8.47 ----------------------------------------------------------------------------------------------------- Janus Aspen Series Overseas Portfolio 21.78 15.03 11.53 9.83 7.40 -----------------------------------------------------------------------------------------------------
~~APPENDIX II: CONDENSED FINANCIAL INFORMATION II-1~~
----------------------------------------------------------------------------------------------------- UNIT VALUE ----------------------------------------------------------------- DEC. 31, DEC. 31, DEC. 31, DEC. 31, OPTION 1 2010 2009 2008 2007 ----------------------------------------------------------------------------------------------------- MFS(R) Utilities Series 26.08 23.19 17.62 28.61 ----------------------------------------------------------------------------------------------------- Multimanager Multi-Sector Bond 12.73 12.05 11.10 14.64 ----------------------------------------------------------------------------------------------------- Multimanager Small Cap Growth 12.38 9.81 7.38 12.91 ----------------------------------------------------------------------------------------------------- Oppenheimer Global Securities 20.62 18.04 13.10 22.22 Fund/VA ----------------------------------------------------------------------------------------------------- PIMCO VIT Global Bond (Unhedged) 18.96 17.18 14.88 15.19 ----------------------------------------------------------------------------------------------------- ProFund VP Bear 5.06 6.23 8.74 6.32 ----------------------------------------------------------------------------------------------------- ProFund VP Rising Rates Opportunity 5.79 6.98 5.34 8.71 ----------------------------------------------------------------------------------------------------- ProFund VP UltraBull 9.84 8.15 5.70 17.71 ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- UNIT VALUE ---------------------------------------------------------------- DEC. 31, DEC. 31, DEC. 31, DEC. 31, DEC. 31, OPTION 1 2006 2005 2004 2003 2002 ----------------------------------------------------------------------------------------------------- MFS(R) Utilities Series 22.64 17.46 15.12 11.75 8.75 ----------------------------------------------------------------------------------------------------- Multimanager Multi-Sector Bond 14.33 -- -- -- -- ----------------------------------------------------------------------------------------------------- Multimanager Small Cap Growth 12.60 11.57 10.88 9.79 8.05 ----------------------------------------------------------------------------------------------------- Oppenheimer Global Securities 21.20 18.28 16.22 13.81 -- Fund/VA ----------------------------------------------------------------------------------------------------- PIMCO VIT Global Bond (Unhedged) 14.01 13.55 14.68 13.44 11.88 ----------------------------------------------------------------------------------------------------- ProFund VP Bear 6.36 6.96 7.14 8.06 -- ----------------------------------------------------------------------------------------------------- ProFund VP Rising Rates Opportunity 9.30 8.55 9.39 10.67 -- ----------------------------------------------------------------------------------------------------- ProFund VP UltraBull 17.77 14.62 14.42 12.45 -- -----------------------------------------------------------------------------------------------------
~~II-2 APPENDIX II: CONDENSED FINANCIAL INFORMATION~~
------------------------------------------------------------------------------------------------------------ UNITS OUTSTANDING ----------------------------------------------------------------------- Option 1 Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2010 2009 2008 2007 ------------------------------------------------------------------------------------------------------------ All Asset Allocation 284,988 402,599 454,450 497,633 ------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation 69,560 87,195 34,683 43,742 ------------------------------------------------------------------------------------------------------------ AXA Conservative Allocation 139,523 117,841 93,700 22,315 ------------------------------------------------------------------------------------------------------------ AXA Conservative-Plus Allocation 106,443 125,852 98,447 37,693 ------------------------------------------------------------------------------------------------------------ AXA Moderate Allocation 456,870 535,669 401,832 132,668 ------------------------------------------------------------------------------------------------------------ AXA Moderate-Plus Allocation 195,148 288,764 210,275 40,787 ------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Small Cap Growth 59,499 92,448 115,398 129,235 ------------------------------------------------------------------------------------------------------------ EQ/BlackRock Basic Value Equity 259,823 304,903 286,323 342,400 ------------------------------------------------------------------------------------------------------------ EQ/Boston Advisors Equity Income 237,862 273,942 358,388 407,611 ------------------------------------------------------------------------------------------------------------ EQ/Calvert Socially Responsible 31,532 34,661 43,411 36,001 ------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian Research 77,287 90,905 134,883 149,809 ------------------------------------------------------------------------------------------------------------ EQ/Core Bond Index 839,224 1,005,876 954,215 1,292,354 ------------------------------------------------------------------------------------------------------------ EQ/GAMCO Mergers and Acquisitions 54,897 65,571 93,427 103,885 ------------------------------------------------------------------------------------------------------------ EQ/GAMCO Small Company Value 462,321 559,452 712,525 888,336 ------------------------------------------------------------------------------------------------------------ EQ/Global Multi-Sector Equity 105,697 138,077 167,674 208,439 ------------------------------------------------------------------------------------------------------------ EQ/Intermediate Government Bond Index 493,557 631,723 -- -- ------------------------------------------------------------------------------------------------------------ EQ/Large Cap Value PLUS 93,177 95,155 127,233 178,467 ------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Growth and Income 456,935 587,034 712,776 1,013,981 ------------------------------------------------------------------------------------------------------------ EQ/Mid Cap Index 320,926 398,495 501,289 566,547 ------------------------------------------------------------------------------------------------------------ EQ/Mid Cap Value PLUS 521,623 651,958 -- -- ------------------------------------------------------------------------------------------------------------ EQ/Money Market 700,462 1,132,470 1,246,668 1,182,243 ------------------------------------------------------------------------------------------------------------ EQ/Montag & Caldwell Growth 623,515 746,208 872,072 1,081,298 ------------------------------------------------------------------------------------------------------------ EQ/Morgan Stanley Mid Cap Growth 423,351 486,679 554,686 709,131 ------------------------------------------------------------------------------------------------------------ EQ/PIMCO Ultra Short Bond 338,445 587,834 529,836 324,629 ------------------------------------------------------------------------------------------------------------ EQ/Small Company Index 105,145 120,840 150,816 175,510 ------------------------------------------------------------------------------------------------------------ EQ/UBS Growth and Income 179,349 202,769 192,608 241,384 ------------------------------------------------------------------------------------------------------------ Franklin Income Securities Fund 521,989 668,906 869,677 1,054,022 ------------------------------------------------------------------------------------------------------------ Franklin Rising Dividends Securities 85,918 86,265 127,156 182,045 ------------------------------------------------------------------------------------------------------------ Invesco V.I. Financial Services Fund 39,878 47,906 61,638 74,773 ------------------------------------------------------------------------------------------------------------ Invesco V.I. Global Health Care 57,293 70,804 92,691 114,062 ------------------------------------------------------------------------------------------------------------ Invesco V.I. Global Value Equity Portfolio 90,575 105,553 126,925 224,820 ------------------------------------------------------------------------------------------------------------ Invesco V.I. Technology Fund 64,418 53,831 58,382 73,449 ------------------------------------------------------------------------------------------------------------ Janus Aspen Series Forty Portfolio 217,365 281,114 305,780 374,145 ------------------------------------------------------------------------------------------------------------ Janus Aspen Series Overseas Portfolio 334,711 404,463 480,782 630,845 ------------------------------------------------------------------------------------------------------------ MFS(R) Utilities Series 118,120 149,734 187,254 220,173 ------------------------------------------------------------------------------------------------------------ Multimanager Multi-Sector Bond 309,259 339,607 357,943 468,645 ------------------------------------------------------------------------------------------------------------ Multimanager Small Cap Growth 227,899 264,362 316,585 395,880 ------------------------------------------------------------------------------------------------------------ Oppenheimer Global Securities Fund/VA 184,931 240,294 355,444 417,130 ------------------------------------------------------------------------------------------------------------ PIMCO VIT Global Bond (Unhedged) 254,379 355,733 436,029 447,782 ------------------------------------------------------------------------------------------------------------ ProFund VP Bear 6,581 8,250 14,925 6,368 ------------------------------------------------------------------------------------------------------------ ProFund VP Rising Rates Opportunity 519,994 523,403 550,106 588,907 ------------------------------------------------------------------------------------------------------------ ProFund VP UltraBull 45,060 47,419 59,202 63,189 ------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------ UNITS OUTSTANDING ----------------------------------------------------------------------- Option 1 Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2006 2005 2004 2003 2002 ------------------------------------------------------------------------------------------------------------ All Asset Allocation 571,946 684,468 600,615 492,730 204,572 ------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ AXA Conservative Allocation -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ AXA Conservative-Plus Allocation -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ AXA Moderate Allocation -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ AXA Moderate-Plus Allocation -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Small Cap Growth -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/BlackRock Basic Value Equity 73,324 76,278 -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Boston Advisors Equity Income 458,184 481,560 408,003 239,493 82,561 ------------------------------------------------------------------------------------------------------------ EQ/Calvert Socially Responsible 40,077 41,217 -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian Research -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Core Bond Index 1,073,917 -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/GAMCO Mergers and Acquisitions 114,393 118,242 117,926 38,541 -- ------------------------------------------------------------------------------------------------------------ EQ/GAMCO Small Company Value 1,023,043 1,143,854 1,097,488 756,306 311,226 ------------------------------------------------------------------------------------------------------------ EQ/Global Multi-Sector Equity 219,291 -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Intermediate Government Bond Index -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Large Cap Value PLUS -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Growth and Income 1,103,903 -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Mid Cap Index 508,220 -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Mid Cap Value PLUS -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Money Market 1,099,869 1,052,098 -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Montag & Caldwell Growth 1,361,636 1,685,752 1,581,734 1,198,093 392,688 ------------------------------------------------------------------------------------------------------------ EQ/Morgan Stanley Mid Cap Growth -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/PIMCO Ultra Short Bond 359,919 446,362 457,385 319,045 143,483 ------------------------------------------------------------------------------------------------------------ EQ/Small Company Index -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/UBS Growth and Income 260,211 272,117 270,546 191,851 91,127 ------------------------------------------------------------------------------------------------------------ Franklin Income Securities Fund 416,536 328,984 247,404 116,756 -- ------------------------------------------------------------------------------------------------------------ Franklin Rising Dividends Securities 171,880 146,067 158,869 98,376 -- ------------------------------------------------------------------------------------------------------------ Invesco V.I. Financial Services Fund 83,552 79,714 84,428 68,229 23,757 ------------------------------------------------------------------------------------------------------------ Invesco V.I. Global Health Care 128,350 130,612 133,944 89,624 34,314 ------------------------------------------------------------------------------------------------------------ Invesco V.I. Global Value Equity Portfolio 251,427 277,293 268,706 208,605 53,212 ------------------------------------------------------------------------------------------------------------ Invesco V.I. Technology Fund 75,551 80,630 89,696 58,966 23,622 ------------------------------------------------------------------------------------------------------------ Janus Aspen Series Forty Portfolio 335,485 220,717 182,506 136,171 32,480 ------------------------------------------------------------------------------------------------------------ Janus Aspen Series Overseas Portfolio 698,959 698,879 723,025 546,239 174,311 ------------------------------------------------------------------------------------------------------------ MFS(R) Utilities Series 195,895 171,034 134,931 72,426 18,209 ------------------------------------------------------------------------------------------------------------ Multimanager Multi-Sector Bond 482,385 -- -- -- -- ------------------------------------------------------------------------------------------------------------ Multimanager Small Cap Growth 478,312 503,409 553,406 407,080 142,861 ------------------------------------------------------------------------------------------------------------ Oppenheimer Global Securities Fund/VA 449,536 419,429 330,561 95,923 -- ------------------------------------------------------------------------------------------------------------ PIMCO VIT Global Bond (Unhedged) 381,670 391,686 381,980 222,104 53,299 ------------------------------------------------------------------------------------------------------------ ProFund VP Bear 8,292 7,569 13,091 4,960 -- ------------------------------------------------------------------------------------------------------------ ProFund VP Rising Rates Opportunity 609,227 613,062 617,666 528,778 -- ------------------------------------------------------------------------------------------------------------ ProFund VP UltraBull 90,284 82,491 89,655 53,814 -- ------------------------------------------------------------------------------------------------------------
~~APPENDIX II: CONDENSED FINANCIAL INFORMATION II-3~~
----------------------------------------------------------------------------------------------------- UNIT VALUE ----------------------------------------------------------------- DEC. 31, DEC. 31, DEC. 31, DEC. 31, OPTION 2 2010 2009 2008 2007 ----------------------------------------------------------------------------------------------------- All Asset Allocation $ 11.36 $ 10.05 $ 8.10 $ 11.84 ----------------------------------------------------------------------------------------------------- AXA Aggressive Allocation 8.31 7.47 5.97 9.99 ----------------------------------------------------------------------------------------------------- AXA Conservative Allocation 10.28 9.75 9.03 10.32 ----------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation 9.73 9.08 8.07 10.19 ----------------------------------------------------------------------------------------------------- AXA Moderate Allocation 9.40 8.70 7.56 10.18 ----------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation 8.92 8.13 6.78 10.11 ----------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap 12.11 9.22 6.89 12.64 Growth ----------------------------------------------------------------------------------------------------- EQ/BlackRock Basic Value Equity 10.63 9.63 7.52 12.06 ----------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income 11.62 10.21 9.31 13.99 ----------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible 9.09 8.21 6.38 11.85 ----------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research 12.46 10.92 8.43 14.17 ----------------------------------------------------------------------------------------------------- EQ/Core Bond Index 12.72 12.20 12.06 13.44 ----------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions 13.58 12.60 10.99 12.97 ----------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value 23.33 17.89 12.86 18.87 ----------------------------------------------------------------------------------------------------- EQ/Global Multi-Sector Equity 25.50 23.23 15.72 37.39 ----------------------------------------------------------------------------------------------------- EQ/Intermediate Government Bond 11.60 11.29 -- -- Index ----------------------------------------------------------------------------------------------------- EQ/Large Cap Value PLUS 8.52 7.68 6.47 11.55 ----------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income 11.90 10.28 8.83 14.13 ----------------------------------------------------------------------------------------------------- EQ/Mid Cap Index 13.56 10.94 8.14 16.29 ----------------------------------------------------------------------------------------------------- EQ/Mid Cap Value PLUS 13.51 11.22 -- -- ----------------------------------------------------------------------------------------------------- EQ/Money Market 10.44 10.61 10.76 10.69 ----------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth 10.67 10.03 7.86 11.92 ----------------------------------------------------------------------------------------------------- EQ/Morgan Stanley Mid Cap Growth 12.33 9.46 6.11 11.77 ----------------------------------------------------------------------------------------------------- EQ/PIMCO Ultra Short Bond 12.01 12.12 11.41 12.10 ----------------------------------------------------------------------------------------------------- EQ/Small Company Index 17.32 13.97 11.24 17.31 ----------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income 11.02 9.91 7.61 12.91 ----------------------------------------------------------------------------------------------------- Franklin Income Securities Fund 15.98 14.43 10.82 15.65 ----------------------------------------------------------------------------------------------------- Franklin Rising Dividends Securities 14.23 12.00 10.40 14.51 ----------------------------------------------------------------------------------------------------- Invesco V.I. Financial Services Fund 5.71 5.27 4.21 10.55 ----------------------------------------------------------------------------------------------------- Invesco V.I. Global Health Care 11.85 11.45 9.12 13.00 ----------------------------------------------------------------------------------------------------- Invesco V.I. Global Value Equity 10.77 9.87 8.66 14.71 Portfolio ----------------------------------------------------------------------------------------------------- Invesco V.I. Technology Fund 9.67 8.11 5.24 9.61 ----------------------------------------------------------------------------------------------------- Janus Aspen Series Forty Portfolio 15.95 15.23 10.61 19.38 ----------------------------------------------------------------------------------------------------- Janus Aspen Series Overseas Portfolio 29.27 23.81 13.53 28.80 ----------------------------------------------------------------------------------------------------- MFS(R) Utilities Series 24.41 21.81 16.66 27.18 ----------------------------------------------------------------------------------------------------- Multimanager Multi-Sector Bond 12.16 11.57 10.71 14.20 ----------------------------------------------------------------------------------------------------- Multimanager Small Cap Growth 11.78 9.39 7.10 12.48 ----------------------------------------------------------------------------------------------------- Oppenheimer Global Securities 20.05 17.63 12.87 21.93 Fund/VA ----------------------------------------------------------------------------------------------------- PIMCO VIT Global Bond (Unhedged) 18.15 16.53 14.39 14.76 ----------------------------------------------------------------------------------------------------- ProFund VP Bear 5.36 6.63 9.35 6.80 ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- UNIT VALUE ----------------------------------------------------------------- DEC. 31, DEC. 31, DEC. 31, DEC. 31, DEC. 31, OPTION 2 2006 2005 2004 2003 2002 ----------------------------------------------------------------------------------------------------- All Asset Allocation $ 11.52 $ 10.63 $ 10.29 $ 9.64 $ 8.11 ----------------------------------------------------------------------------------------------------- AXA Aggressive Allocation -- -- -- -- -- ----------------------------------------------------------------------------------------------------- AXA Conservative Allocation -- -- -- -- -- ----------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation -- -- -- -- -- ----------------------------------------------------------------------------------------------------- AXA Moderate Allocation -- -- -- -- -- ----------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation -- -- -- -- -- ----------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap -- -- -- -- -- Growth ----------------------------------------------------------------------------------------------------- EQ/BlackRock Basic Value Equity 12.12 10.20 -- -- -- ----------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income 13.72 12.03 11.52 9.94 7.99 ----------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible 10.75 10.39 -- -- -- ----------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research -- -- -- -- -- ----------------------------------------------------------------------------------------------------- EQ/Core Bond Index 13.22 -- -- -- -- ----------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions 12.76 11.57 11.26 10.87 -- ----------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value 17.56 15.03 14.65 12.33 9.12 ----------------------------------------------------------------------------------------------------- EQ/Global Multi-Sector Equity 26.72 -- -- -- -- ----------------------------------------------------------------------------------------------------- EQ/Intermediate Government Bond -- -- -- -- -- Index ----------------------------------------------------------------------------------------------------- EQ/Large Cap Value PLUS -- -- -- -- -- ----------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income 13.85 -- -- -- -- ----------------------------------------------------------------------------------------------------- EQ/Mid Cap Index 15.30 -- -- -- -- ----------------------------------------------------------------------------------------------------- EQ/Mid Cap Value PLUS -- -- -- -- -- ----------------------------------------------------------------------------------------------------- EQ/Money Market 10.36 10.06 -- -- -- ----------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth 10.03 9.46 9.12 8.92 7.75 ----------------------------------------------------------------------------------------------------- EQ/Morgan Stanley Mid Cap Growth -- -- -- -- -- ----------------------------------------------------------------------------------------------------- EQ/PIMCO Ultra Short Bond 11.04 11.18 11.29 10.96 10.55 ----------------------------------------------------------------------------------------------------- EQ/Small Company Index -- -- -- -- -- ----------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income 12.98 11.57 10.80 9.70 7.73 ----------------------------------------------------------------------------------------------------- Franklin Income Securities Fund 15.34 13.20 13.21 11.80 -- ----------------------------------------------------------------------------------------------------- Franklin Rising Dividends Securities 15.17 13.18 12.96 11.87 -- ----------------------------------------------------------------------------------------------------- Invesco V.I. Financial Services Fund 13.79 12.05 11.57 10.83 8.50 ----------------------------------------------------------------------------------------------------- Invesco V.I. Global Health Care 11.82 11.43 10.75 10.16 8.09 ----------------------------------------------------------------------------------------------------- Invesco V.I. Global Value Equity 14.03 11.77 11.32 10.14 7.99 Portfolio ----------------------------------------------------------------------------------------------------- Invesco V.I. Technology Fund 9.08 8.35 8.32 7.90 5.98 ----------------------------------------------------------------------------------------------------- Janus Aspen Series Forty Portfolio 14.43 13.45 12.16 10.48 8.87 ----------------------------------------------------------------------------------------------------- Janus Aspen Series Overseas Portfolio 22.89 15.87 12.24 10.49 7.93 ----------------------------------------------------------------------------------------------------- MFS(R) Utilities Series 21.62 16.75 14.58 11.39 8.53 ----------------------------------------------------------------------------------------------------- Multimanager Multi-Sector Bond 13.97 -- -- -- -- ----------------------------------------------------------------------------------------------------- Multimanager Small Cap Growth 12.24 11.29 10.68 9.65 7.98 ----------------------------------------------------------------------------------------------------- Oppenheimer Global Securities 21.03 18.23 16.25 13.91 -- Fund/VA ----------------------------------------------------------------------------------------------------- PIMCO VIT Global Bond (Unhedged) 13.68 13.30 14.48 13.32 11.84 ----------------------------------------------------------------------------------------------------- ProFund VP Bear 6.87 7.56 7.79 8.84 -- -----------------------------------------------------------------------------------------------------
~~II-4 APPENDIX II: CONDENSED FINANCIAL INFORMATION~~
----------------------------------------------------------------------------------------------------- UNIT VALUE --------------------------------------------------------------------- DEC. 31, DEC. 31, DEC. 31, DEC. 31, OPTION 2 2010 2009 2008 2007 ----------------------------------------------------------------------------------------------------- ProFund VP Rising Rates Opportunity 5.57 6.75 5.19 8.52 ----------------------------------------------------------------------------------------------------- ProFund VP UltraBull 9.27 7.72 5.43 16.94 ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- UNIT VALUE --------------------------------------------------------------------- DEC. 31, DEC. 31, DEC. 31, DEC. 31, DEC. 31, OPTION 2 2006 2005 2004 2003 2002 ----------------------------------------------------------------------------------------------------- ProFund VP Rising Rates Opportunity 9.14 8.44 9.32 10.64 -- ----------------------------------------------------------------------------------------------------- ProFund VP UltraBull 17.09 14.12 14.00 12.15 -- -----------------------------------------------------------------------------------------------------
~~APPENDIX II: CONDENSED FINANCIAL INFORMATION II-5~~
------------------------------------------------------------------------------------------------------------------- UNITS OUTSTANDING ------------------------------------------------------------------------------------------------------------------- Option 2 Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2010 2009 2008 2007 ------------------------------------------------------------------------------------------------------------------- All Asset Allocation 312,126 348,568 422,018 497,752 ------------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation 35,161 78,989 108,793 25,166 ------------------------------------------------------------------------------------------------------------------- AXA Conservative Allocation 46,978 60,616 57,009 33,148 ------------------------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation 49,080 61,986 138,523 82,083 ------------------------------------------------------------------------------------------------------------------- AXA Moderate Allocation 460,554 473,846 284,753 87,026 ------------------------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation 239,230 332,932 233,785 179,231 ------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth 61,103 85,165 110,121 143,655 ------------------------------------------------------------------------------------------------------------------- EQ/BlackRock Basic Value Equity 218,864 285,518 296,279 358,489 ------------------------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income 243,386 280,823 356,589 432,755 ------------------------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible 14,911 26,052 35,479 42,384 ------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research 73,927 75,986 103,379 119,932 ------------------------------------------------------------------------------------------------------------------- EQ/Core Bond Index 789,657 1,006,718 1,022,385 1,327,404 ------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions 76,681 85,065 122,990 152,474 ------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value 490,470 600,662 733,202 924,400 ------------------------------------------------------------------------------------------------------------------- EQ/Global Multi-Sector Equity 99,042 131,751 148,122 184,157 ------------------------------------------------------------------------------------------------------------------- EQ/Intermediate Government Bond Index 453,764 549,968 -- -- ------------------------------------------------------------------------------------------------------------------- EQ/Large Cap Value PLUS 58,018 67,764 98,849 142,380 ------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income 437,515 525,039 662,750 853,495 ------------------------------------------------------------------------------------------------------------------- EQ/Mid Cap Index 303,478 386,610 505,582 630,181 ------------------------------------------------------------------------------------------------------------------- EQ/Mid Cap Value PLUS 527,298 683,891 -- -- ------------------------------------------------------------------------------------------------------------------- EQ/Money Market 676,146 814,956 804,101 580,027 ------------------------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth 602,366 777,279 945,627 1,195,392 ------------------------------------------------------------------------------------------------------------------- EQ/Morgan Stanley Mid Cap Growth 383,207 462,363 557,677 681,613 ------------------------------------------------------------------------------------------------------------------- EQ/PIMCO Ultra Short Bond 359,592 462,074 441,573 448,175 ------------------------------------------------------------------------------------------------------------------- EQ/Small Company Index 105,181 123,018 145,865 175,276 ------------------------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income 161,882 209,472 238,464 277,764 ------------------------------------------------------------------------------------------------------------------- Franklin Income Securities Fund 692,744 832,882 951,395 1,274,513 ------------------------------------------------------------------------------------------------------------------- Franklin Rising Dividends Securities 141,788 141,110 179,625 222,750 ------------------------------------------------------------------------------------------------------------------- Invesco V.I. Financial Services Fund 52,949 74,595 57,908 65,020 ------------------------------------------------------------------------------------------------------------------- Invesco V.I. Global Health Care 49,787 85,498 102,900 113,589 ------------------------------------------------------------------------------------------------------------------- Invesco V.I. Global Value Equity Portfolio 77,351 103,527 147,450 173,282 ------------------------------------------------------------------------------------------------------------------- Invesco V.I. Technology Fund 31,704 56,851 33,691 46,623 ------------------------------------------------------------------------------------------------------------------- Janus Aspen Series Forty Portfolio 152,759 204,902 199,847 228,886 ------------------------------------------------------------------------------------------------------------------- Janus Aspen Series Overseas Portfolio 339,938 413,632 485,146 602,248 ------------------------------------------------------------------------------------------------------------------- MFS(R) Utilities Series 83,674 122,322 135,905 183,058 ------------------------------------------------------------------------------------------------------------------- Multimanager Multi-Sector Bond 217,024 259,324 310,015 393,689 ------------------------------------------------------------------------------------------------------------------- Multimanager Small Cap Growth 205,081 286,588 351,830 427,713 ------------------------------------------------------------------------------------------------------------------- Oppenheimer Global Securities Fund/VA 185,262 236,035 279,214 371,734 ------------------------------------------------------------------------------------------------------------------- PIMCO VIT Global Bond (Unhedged) 197,051 250,843 298,376 342,780 ------------------------------------------------------------------------------------------------------------------- ProFund VP Bear 4,088 17,646 61,612 2,003 ------------------------------------------------------------------------------------------------------------------- ProFund VP Rising Rates Opportunity 37,748 48,007 52,767 75,763 ------------------------------------------------------------------------------------------------------------------- ProFund VP UltraBull 48,891 56,863 66,255 98,376 ------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------- UNITS OUTSTANDING ------------------------------------------------------------------------------------------------------------------- Option 2 Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2006 2005 2004 2003 2002 ------------------------------------------------------------------------------------------------------------------- All Asset Allocation 588,516 639,152 630,072 522,037 225,750 ------------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation -- -- -- -- -- ------------------------------------------------------------------------------------------------------------------- AXA Conservative Allocation -- -- -- -- -- ------------------------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation -- -- -- -- -- ------------------------------------------------------------------------------------------------------------------- AXA Moderate Allocation -- -- -- -- -- ------------------------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation -- -- -- -- -- ------------------------------------------------------------------------------------------------------------------- EQ/AllianceBernstein Small Cap Growth -- -- -- -- -- ------------------------------------------------------------------------------------------------------------------- EQ/BlackRock Basic Value Equity 59,749 62,761 -- -- -- ------------------------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income 503,174 530,146 468,935 268,992 114,840 ------------------------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible 39,749 39,883 -- -- -- ------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research -- -- -- -- -- ------------------------------------------------------------------------------------------------------------------- EQ/Core Bond Index 1,186,120 -- -- -- -- ------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions 158,142 132,522 109,352 39,335 -- ------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value 1,036,914 1,167,441 1,150,083 900,245 527,141 ------------------------------------------------------------------------------------------------------------------- EQ/Global Multi-Sector Equity 178,447 -- -- -- -- ------------------------------------------------------------------------------------------------------------------- EQ/Intermediate Government Bond Index -- -- -- -- -- ------------------------------------------------------------------------------------------------------------------- EQ/Large Cap Value PLUS -- -- -- -- -- ------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income 977,862 -- -- -- -- ------------------------------------------------------------------------------------------------------------------- EQ/Mid Cap Index 568,855 -- -- -- -- ------------------------------------------------------------------------------------------------------------------- EQ/Mid Cap Value PLUS -- -- -- -- -- ------------------------------------------------------------------------------------------------------------------- EQ/Money Market 584,835 792,861 -- -- -- ------------------------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth 1,424,361 1,660,838 1,564,074 1,219,870 488,730 ------------------------------------------------------------------------------------------------------------------- EQ/Morgan Stanley Mid Cap Growth -- -- -- -- -- ------------------------------------------------------------------------------------------------------------------- EQ/PIMCO Ultra Short Bond 520,580 703,323 728,549 622,933 267,405 ------------------------------------------------------------------------------------------------------------------- EQ/Small Company Index -- -- -- -- -- ------------------------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income 344,841 355,846 344,413 294,667 180,021 ------------------------------------------------------------------------------------------------------------------- Franklin Income Securities Fund 474,042 372,282 305,097 127,569 -- ------------------------------------------------------------------------------------------------------------------- Franklin Rising Dividends Securities 208,165 182,562 171,242 72,994 -- ------------------------------------------------------------------------------------------------------------------- Invesco V.I. Financial Services Fund 79,115 85,675 86,053 75,930 41,101 ------------------------------------------------------------------------------------------------------------------- Invesco V.I. Global Health Care 146,760 155,532 165,621 140,052 91,838 ------------------------------------------------------------------------------------------------------------------- Invesco V.I. Global Value Equity Portfolio 200,547 242,058 239,554 181,040 67,913 ------------------------------------------------------------------------------------------------------------------- Invesco V.I. Technology Fund 48,598 46,447 52,034 33,467 24,267 ------------------------------------------------------------------------------------------------------------------- Janus Aspen Series Forty Portfolio 244,138 229,728 203,433 140,717 57,811 ------------------------------------------------------------------------------------------------------------------- Janus Aspen Series Overseas Portfolio 626,622 639,223 657,169 467,730 231,583 ------------------------------------------------------------------------------------------------------------------- MFS(R) Utilities Series 167,461 176,163 137,465 79,773 37,190 ------------------------------------------------------------------------------------------------------------------- Multimanager Multi-Sector Bond 424,180 -- -- -- -- ------------------------------------------------------------------------------------------------------------------- Multimanager Small Cap Growth 525,434 540,197 538,881 430,208 249,366 ------------------------------------------------------------------------------------------------------------------- Oppenheimer Global Securities Fund/VA 395,586 377,484 313,678 112,568 -- ------------------------------------------------------------------------------------------------------------------- PIMCO VIT Global Bond (Unhedged) 374,179 409,365 412,145 303,678 99,887 ------------------------------------------------------------------------------------------------------------------- ProFund VP Bear 3,098 4,277 4,994 1,052 -- ------------------------------------------------------------------------------------------------------------------- ProFund VP Rising Rates Opportunity 98,446 116,343 135,919 85,507 -- ------------------------------------------------------------------------------------------------------------------- ProFund VP UltraBull 94,866 116,832 118,709 66,123 -- -------------------------------------------------------------------------------------------------------------------
~~II-6 APPENDIX II: CONDENSED FINANCIAL INFORMATION~~
------------------------------------------------------------------------------------------------------------ UNIT VALUE -------------------------------------------------------------------------- DEC. 31, DEC. 31, DEC. 31, DEC. 31, OPTION 3 2010 2009 2008 2007 ------------------------------------------------------------------------------------------------------------ All Asset Allocation $ 10.82 $ 9.63 $ 7.82 $ 11.50 ------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation 8.12 7.35 5.91 9.95 ------------------------------------------------------------------------------------------------------------ AXA Conservative Allocation 10.05 9.59 8.94 10.28 ------------------------------------------------------------------------------------------------------------ AXA Conservative-Plus Allocation 9.51 8.93 7.99 10.15 ------------------------------------------------------------------------------------------------------------ AXA Moderate Allocation 9.18 8.56 7.49 10.15 ------------------------------------------------------------------------------------------------------------ AXA Moderate-Plus Allocation 8.71 8.00 6.71 10.07 ------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Small Cap 11.65 8.93 6.72 12.40 Growth ------------------------------------------------------------------------------------------------------------ EQ/BlackRock Basic Value Equity 10.27 9.37 7.36 11.88 ------------------------------------------------------------------------------------------------------------ EQ/Boston Advisors Equity Income 10.96 9.70 8.90 13.46 ------------------------------------------------------------------------------------------------------------ EQ/Calvert Socially Responsible 8.78 7.99 6.25 11.68 ------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian Research 11.74 10.35 8.04 13.61 ------------------------------------------------------------------------------------------------------------ EQ/Core Bond Index 11.97 11.55 11.49 12.88 ------------------------------------------------------------------------------------------------------------ EQ/GAMCO Mergers and Acquisitions 12.42 11.60 10.18 12.10 ------------------------------------------------------------------------------------------------------------ EQ/GAMCO Small Company Value 22.28 17.20 12.45 18.38 ------------------------------------------------------------------------------------------------------------ EQ/Global Multi-Sector Equity 24.52 22.48 15.31 36.66 ------------------------------------------------------------------------------------------------------------ EQ/Intermediate Government Bond 10.95 10.73 -- -- Index ------------------------------------------------------------------------------------------------------------ EQ/Large Cap Value PLUS 8.39 7.61 6.46 11.60 ------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Growth and Income 10.95 9.52 8.23 13.25 ------------------------------------------------------------------------------------------------------------ EQ/Mid Cap Index 12.95 10.51 7.88 15.87 ------------------------------------------------------------------------------------------------------------ EQ/Mid Cap Value PLUS 13.39 11.19 -- -- ------------------------------------------------------------------------------------------------------------ EQ/Money Market 10.08 10.31 10.53 10.53 ------------------------------------------------------------------------------------------------------------ EQ/Montag & Caldwell Growth 10.12 9.58 7.56 11.53 ------------------------------------------------------------------------------------------------------------ EQ/Morgan Stanley Mid Cap Growth 10.79 8.33 5.42 10.50 ------------------------------------------------------------------------------------------------------------ EQ/PIMCO Ultra Short Bond 11.31 11.48 10.88 11.61 ------------------------------------------------------------------------------------------------------------ EQ/Small Company Index 16.49 13.38 10.84 16.80 ------------------------------------------------------------------------------------------------------------ EQ/UBS Growth and Income 10.57 9.57 7.40 12.63 ------------------------------------------------------------------------------------------------------------ Franklin Income Securities Fund 15.23 13.84 10.45 15.21 ------------------------------------------------------------------------------------------------------------ Franklin Rising Dividends Securities 13.16 11.17 9.74 13.68 ------------------------------------------------------------------------------------------------------------ Invesco V.I. Financial Services Fund 5.52 5.12 4.12 10.39 ------------------------------------------------------------------------------------------------------------ Invesco V.I. Global Health Care 11.08 10.78 8.64 12.39 ------------------------------------------------------------------------------------------------------------ Invesco V.I. Global Value Equity 10.12 9.34 8.24 14.10 Portfolio ------------------------------------------------------------------------------------------------------------ Invesco V.I. Technology Fund 10.12 8.54 5.55 10.25 ------------------------------------------------------------------------------------------------------------ Janus Aspen Series Forty Portfolio 15.08 14.50 10.17 18.69 ------------------------------------------------------------------------------------------------------------ Janus Aspen Series Overseas Portfolio 27.57 22.57 12.91 27.66 ------------------------------------------------------------------------------------------------------------ MFS(R) Utilities Series 21.60 19.43 14.93 24.52 ------------------------------------------------------------------------------------------------------------ Multimanager Multi-Sector Bond 11.55 11.06 10.30 13.76 ------------------------------------------------------------------------------------------------------------ Multimanager Small Cap Growth 10.99 8.81 6.71 11.86 ------------------------------------------------------------------------------------------------------------ Oppenheimer Global Securities 17.01 15.05 11.05 18.97 Fund/VA ------------------------------------------------------------------------------------------------------------ PIMCO VIT Global Bond (Unhedged) 17.30 15.86 13.90 14.35 ------------------------------------------------------------------------------------------------------------ ProFund VP Bear 4.65 5.80 8.23 6.02 ------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------ UNIT VALUE DEC. 31, DEC. 31, DEC. 31, DEC. 31, DEC. 31, OPTION 3 2006 2005 2004 2003 2002 All Asset Allocation $ 11.26 $ 10.46 $ 10.19 $ 9.60 $ 8.13 ------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ AXA Conservative Allocation -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ AXA Conservative-Plus Allocation -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ AXA Moderate Allocation -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ AXA Moderate-Plus Allocation -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Small Cap -- -- -- -- -- Growth ------------------------------------------------------------------------------------------------------------ EQ/BlackRock Basic Value Equity 12.02 10.18 -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Boston Advisors Equity Income 13.29 11.73 11.30 9.82 7.93 ------------------------------------------------------------------------------------------------------------ EQ/Calvert Socially Responsible 10.66 10.37 -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian Research -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Core Bond Index 12.76 -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/GAMCO Mergers and Acquisitions 11.98 10.93 10.71 10.40 -- ------------------------------------------------------------------------------------------------------------ EQ/GAMCO Small Company Value 17.21 14.83 14.55 12.32 9.18 ------------------------------------------------------------------------------------------------------------ EQ/Global Multi-Sector Equity 26.37 -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Intermediate Government Bond -- -- -- -- -- Index ------------------------------------------------------------------------------------------------------------ EQ/Large Cap Value PLUS -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Growth and Income 13.08 -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Mid Cap Index 15.00 -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Mid Cap Value PLUS -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Money Market 10.27 10.04 -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Montag & Caldwell Growth 9.77 9.27 9.00 8.85 7.74 ------------------------------------------------------------------------------------------------------------ EQ/Morgan Stanley Mid Cap Growth -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/PIMCO Ultra Short Bond 10.67 10.87 11.05 10.79 10.46 ------------------------------------------------------------------------------------------------------------ EQ/Small Company Index -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/UBS Growth and Income 12.79 11.47 10.78 9.74 7.82 ------------------------------------------------------------------------------------------------------------ Franklin Income Securities Fund 15.01 13.00 13.09 11.77 -- ------------------------------------------------------------------------------------------------------------ Franklin Rising Dividends Securities 14.39 12.58 12.45 11.49 -- Invesco V.I. Financial Services Fund 13.68 12.02 11.63 10.95 8.65 ------------------------------------------------------------------------------------------------------------ Invesco V.I. Global Health Care 11.35 11.04 10.45 9.94 7.96 ------------------------------------------------------------------------------------------------------------ Invesco V.I. Global Value Equity 13.54 11.43 11.06 9.98 7.92 Portfolio ------------------------------------------------------------------------------------------------------------ Invesco V.I. Technology Fund 9.74 9.03 9.04 8.65 6.59 ------------------------------------------------------------------------------------------------------------ Janus Aspen Series Forty Portfolio 14.01 13.14 11.95 10.37 8.83 ------------------------------------------------------------------------------------------------------------ Janus Aspen Series Overseas Portfolio 22.12 15.44 11.98 10.34 7.86 ------------------------------------------------------------------------------------------------------------ MFS(R) Utilities Series 19.63 15.31 13.41 10.55 7.94 ------------------------------------------------------------------------------------------------------------ Multimanager Multi-Sector Bond 13.62 -- -- -- -- ------------------------------------------------------------------------------------------------------------ Multimanager Small Cap Growth 11.72 10.88 10.35 9.42 7.84 ------------------------------------------------------------------------------------------------------------ Oppenheimer Global Securities 18.31 15.87 14.33 12.34 -- Fund/VA ------------------------------------------------------------------------------------------------------------ PIMCO VIT Global Bond (Unhedged) 13.39 13.10 14.36 13.29 11.89 ------------------------------------------------------------------------------------------------------------ ProFund VP Bear 6.13 6.78 7.04 8.03 -- ------------------------------------------------------------------------------------------------------------
~~APPENDIX II: CONDENSED FINANCIAL INFORMATION II-7~~
------------------------------------------------------------------------------------------------------------ UNIT VALUE ------------------------------------------------------------------------- DEC. 31, DEC. 31, DEC. 31, DEC. 31, OPTION 3 2010 2009 2008 2007 ------------------------------------------------------------------------------------------------------------ ProFund VP Rising Rates Opportunity 5.29 6.45 5.00 8.25 ------------------------------------------------------------------------------------------------------------ ProFund VP UltraBull 10.02 8.40 5.94 18.67 ------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------ UNIT VALUE ------------------------------------------------------------------------- DEC. 31, DEC. 31, DEC. 31, DEC. 31, DEC. 31, OPTION 3 2006 2005 2004 2003 2002 ------------------------------------------------------------------------------------------------------------ ProFund VP Rising Rates Opportunity 8.91 8.28 9.20 10.57 -- ------------------------------------------------------------------------------------------------------------ ProFund VP UltraBull 18.95 15.77 15.73 13.74 -- ------------------------------------------------------------------------------------------------------------
~~II-8 APPENDIX II: CONDENSED FINANCIAL INFORMATION~~
------------------------------------------------------------------------------------------------------------ UNITS OUTSTANDING ----------------------------------------------------------------------- Option 3 Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2010 2009 2008 2007 ------------------------------------------------------------------------------------------------------------ All Asset Allocation 151,771 174,411 216,521 254,235 ------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation 40,573 37,046 17,830 34,138 ------------------------------------------------------------------------------------------------------------ AXA Conservative Allocation 77,068 17,467 5,709 - ------------------------------------------------------------------------------------------------------------ AXA Conservative-Plus Allocation 38,715 28,089 15,344 8,553 ------------------------------------------------------------------------------------------------------------ AXA Moderate Allocation 125,067 143,749 88,659 50,097 ------------------------------------------------------------------------------------------------------------ AXA Moderate-Plus Allocation 129,275 98,028 91,336 101,843 ------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Small Cap Growth 81,971 90,660 119,708 118,648 ------------------------------------------------------------------------------------------------------------ EQ/BlackRock Basic Value Equity 198,047 208,484 225,245 249,281 ------------------------------------------------------------------------------------------------------------ EQ/Boston Advisors Equity Income 223,501 270,840 285,462 340,231 ------------------------------------------------------------------------------------------------------------ EQ/Calvert Socially Responsible 11,121 15,293 27,274 30,193 ------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian Research 58,908 68,895 75,551 88,898 ------------------------------------------------------------------------------------------------------------ EQ/Core Bond Index 549,335 645,684 554,830 659,415 ------------------------------------------------------------------------------------------------------------ EQ/GAMCO Mergers and Acquisitions 78,893 87,045 100,229 110,532 ------------------------------------------------------------------------------------------------------------ EQ/GAMCO Small Company Value 340,106 404,191 457,808 555,475 ------------------------------------------------------------------------------------------------------------ EQ/Global Multi-Sector Equity 87,875 108,954 119,794 131,877 ------------------------------------------------------------------------------------------------------------ EQ/Intermediate Government Bond Index 376,543 421,835 -- -- ------------------------------------------------------------------------------------------------------------ EQ/Large Cap Value PLUS 70,725 76,434 85,550 104,475 ------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Growth and Income 326,836 374,126 457,511 524,111 ------------------------------------------------------------------------------------------------------------ EQ/Mid Cap Index 339,741 379,519 447,586 513,390 ------------------------------------------------------------------------------------------------------------ EQ/Mid Cap Value PLUS 302,196 351,453 -- -- ------------------------------------------------------------------------------------------------------------ EQ/Money Market 557,453 696,885 542,948 644,650 ------------------------------------------------------------------------------------------------------------ EQ/Montag & Caldwell Growth 456,311 547,724 616,988 740,646 ------------------------------------------------------------------------------------------------------------ EQ/Morgan Stanley Mid Cap Growth 292,866 356,085 387,830 462,277 ------------------------------------------------------------------------------------------------------------ EQ/PIMCO Ultra Short Bond 150,539 202,811 150,857 119,459 ------------------------------------------------------------------------------------------------------------ EQ/Small Company Index 45,489 69,833 89,275 94,407 ------------------------------------------------------------------------------------------------------------ EQ/UBS Growth and Income 175,553 192,521 178,458 212,333 ------------------------------------------------------------------------------------------------------------ Franklin Income Securities Fund 380,714 438,894 516,649 639,433 ------------------------------------------------------------------------------------------------------------ Franklin Rising Dividends Securities 103,576 109,550 121,162 130,496 ------------------------------------------------------------------------------------------------------------ Invesco V.I. Financial Services Fund 75,761 78,034 79,897 83,028 ------------------------------------------------------------------------------------------------------------ Invesco V.I. Global Health Care 84,358 92,452 110,759 128,499 ------------------------------------------------------------------------------------------------------------ Invesco V.I. Global Value Equity Portfolio 58,465 63,870 95,468 106,061 ------------------------------------------------------------------------------------------------------------ Invesco V.I. Technology Fund 29,419 30,791 42,232 41,117 ------------------------------------------------------------------------------------------------------------ Janus Aspen Series Forty Portfolio 97,193 124,266 142,574 157,757 ------------------------------------------------------------------------------------------------------------ Janus Aspen Series Overseas Portfolio 287,233 345,320 442,783 518,962 ------------------------------------------------------------------------------------------------------------ MFS(R) Utilities Series 71,204 91,752 99,733 110,435 ------------------------------------------------------------------------------------------------------------ Multimanager Multi-Sector Bond 149,629 162,634 172,340 211,992 ------------------------------------------------------------------------------------------------------------ Multimanager Small Cap Growth 194,598 228,267 298,509 365,192 ------------------------------------------------------------------------------------------------------------ Oppenheimer Global Securities Fund/VA 113,820 131,009 151,724 179,536 ------------------------------------------------------------------------------------------------------------ PIMCO VIT Global Bond (Unhedged) 122,178 133,700 161,765 170,551 ------------------------------------------------------------------------------------------------------------ ProFund VP Bear 5,516 10,113 20,500 6,114 ------------------------------------------------------------------------------------------------------------ ProFund VP Rising Rates Opportunity 36,458 39,524 40,075 56,817 ------------------------------------------------------------------------------------------------------------ ProFund VP UltraBull 125,003 162,969 196,300 132,356 ------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------ UNITS OUTSTANDING ----------------------------------------------------------------------- Option 3 Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2006 2005 2004 2003 2002 ------------------------------------------------------------------------------------------------------------ All Asset Allocation 279,059 304,351 329,211 264,065 130,971 ------------------------------------------------------------------------------------------------------------ AXA Aggressive Allocation -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ AXA Conservative Allocation -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ AXA Conservative-Plus Allocation -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ AXA Moderate Allocation -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ AXA Moderate-Plus Allocation -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/AllianceBernstein Small Cap Growth -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/BlackRock Basic Value Equity 66,466 55,843 -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Boston Advisors Equity Income 393,271 450,085 443,355 210,340 85,624 ------------------------------------------------------------------------------------------------------------ EQ/Calvert Socially Responsible 25,282 27,434 -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Capital Guardian Research -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Core Bond Index 491,298 -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/GAMCO Mergers and Acquisitions 147,362 152,240 142,384 19,602 -- ------------------------------------------------------------------------------------------------------------ EQ/GAMCO Small Company Value 655,604 745,939 771,937 570,622 312,519 ------------------------------------------------------------------------------------------------------------ EQ/Global Multi-Sector Equity 158,960 -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Intermediate Government Bond Index -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Large Cap Value PLUS -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Lord Abbett Growth and Income 547,148 -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Mid Cap Index 478,745 -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Mid Cap Value PLUS -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Money Market 485,349 525,734 -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/Montag & Caldwell Growth 1,028,742 1,254,424 1,231,095 903,450 322,138 ------------------------------------------------------------------------------------------------------------ EQ/Morgan Stanley Mid Cap Growth -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/PIMCO Ultra Short Bond 140,823 163,210 172,435 132,055 58,455 ------------------------------------------------------------------------------------------------------------ EQ/Small Company Index -- -- -- -- -- ------------------------------------------------------------------------------------------------------------ EQ/UBS Growth and Income 272,190 284,955 288,655 205,585 116,862 ------------------------------------------------------------------------------------------------------------ Franklin Income Securities Fund 136,586 130,576 149,633 53,664 -- ------------------------------------------------------------------------------------------------------------ Franklin Rising Dividends Securities 150,943 129,608 127,851 25,163 -- ------------------------------------------------------------------------------------------------------------ Invesco V.I. Financial Services Fund 85,887 93,977 91,928 58,614 19,438 ------------------------------------------------------------------------------------------------------------ Invesco V.I. Global Health Care 141,522 160,443 165,597 117,180 31,890 ------------------------------------------------------------------------------------------------------------ Invesco V.I. Global Value Equity Portfolio 142,928 137,508 138,208 107,025 96,503 ------------------------------------------------------------------------------------------------------------ Invesco V.I. Technology Fund 60,685 61,622 68,906 40,774 15,037 ------------------------------------------------------------------------------------------------------------ Janus Aspen Series Forty Portfolio 141,545 137,929 133,787 103,426 40,704 ------------------------------------------------------------------------------------------------------------ Janus Aspen Series Overseas Portfolio 580,743 582,650 605,704 443,160 191,763 ------------------------------------------------------------------------------------------------------------ MFS(R) Utilities Series 114,401 123,861 108,933 53,404 13,481 ------------------------------------------------------------------------------------------------------------ Multimanager Multi-Sector Bond 247,892 -- -- -- -- ------------------------------------------------------------------------------------------------------------ Multimanager Small Cap Growth 428,335 462,017 484,221 381,741 174,101 ------------------------------------------------------------------------------------------------------------ Oppenheimer Global Securities Fund/VA 193,323 212,652 206,632 53,888 -- ------------------------------------------------------------------------------------------------------------ PIMCO VIT Global Bond (Unhedged) 195,938 229,087 267,365 194,076 50,418 ------------------------------------------------------------------------------------------------------------ ProFund VP Bear 10,309 12,635 12,064 5,843 -- ------------------------------------------------------------------------------------------------------------ ProFund VP Rising Rates Opportunity 106,074 120,988 155,028 47,641 -- ------------------------------------------------------------------------------------------------------------ ProFund VP UltraBull 144,606 178,819 221,408 131,565 -- ------------------------------------------------------------------------------------------------------------
APPENDIX II: CONDENSED FINANCIAL INFORMATION II-9 Statement of additional information -------------------------------------------------------------------------------- TABLE OF CONTENTS MAY 1, 2011 PAGE Additional information about the Company 2 About our independent registered public accounting firm 2 Sale of the contracts 2 Federal tax status 2 Financial statements 4 If you would like to receive a copy of the MONY America Variable Account A Statement of Additional Information, please return this request to: MONY Life Insurance Company of America Policyholder Services 100 Madison Street Syracuse, New York 13202 1-800-487-6669 www.axa-equitable.com Please send me a copy of the MONY America Variable Account A Statement of Additional Information. -------------------------------------------------------------------------------- Name -------------------------------------------------------------------------------- Address -------------------------------------------------------------------------------- City State Zip X2868 MLA-VA Individual Flexible Payment Variable Annuity Contract Issued by MONY Life Insurance Company of America with variable investment options under MONY America's MONY America Variable Account A PROSPECTUS DATED MAY 1, 2011 Please read and keep this prospectus for future reference. It contains important information that you should know before purchasing, or taking any other action under your contract. Also, you should read the prospectuses for each Trust, which contain important information about their portfolios. -------------------------------------------------------------------------------- MONY Life Insurance Company of America (the "Company") issues the flexible payment variable annuity contract described in this prospectus. This prospectus is a disclosure document and describes all of the contract's material features, benefits, rights and obligations,Segments as well as ~~other information. The description~~the impact of the contract's material provisions in this prospectus is current as of the date of this prospectus. If certain material provisions under the contract are changed after the date of this prospectus in accordance with the contract, those changes will be described in a supplement to this prospectus. You should carefully read this prospectus in conjunction with any applicable supplements. This Contract is no longer being sold. This prospectus is used with current contract owners only. We will continue to accept Purchase Payments under existing Contracts. You should note that your Contract features and charges, and your investment options, may vary dependingEarly Distribution Adjustments on your state and/or the date on which you purchased your Contract. For more information about the particular features, charges and options applicable to you, please contact your financial professional and/or refer to your Contract. You can tell us what to do with your Purchase Payments. You can also tell us what to do with the fund value your Contract may create for you resulting from those Purchase Payments. You may allocate some or all of your Purchase Payments into the subaccounts. Each subaccount is a subaccount of Separate Account MONY America Variable Account A. Both the value of your Contract before annuitization and the amount of income afterward will depend on the investment performance of the portfolios you select. You bear the investment risk of investing in the portfolios. The subaccounts invest in shares of the following portfolios of AXA Premier VIP Trust, Dreyfus Stock Index Fund, Inc., EQ Advisors Trust, Fidelity Variable Insurance Products (VIP), Franklin Templeton Variable Insurance Products Trust, Janus Aspen Series, Oppenheimer Variable Account Funds, PIMCO Variable Insurance Trust and ProFunds VP (the "Funds").
~~-------------------------------------------------------------------------------- SUBACCOUNTS --------------------------------------------------------------------------------~~ o All Asset Allocation o EQ/Money Market o AXA Aggressive Allocation(1) o EQ/Montag & Caldwell Growth o AXA Conservative Allocation(1) o EQ/Morgan Stanley Mid Cap Growth o AXA Conservative-Plus Allocation(1) o EQ/PIMCO Ultra Short Bond o AXA Moderate Allocation(1) o EQ/Quality Bond PLUS o AXA Moderate-Plus Allocation(1) o EQ/T. Rowe Price Growth Stock o Dreyfus Stock Index o EQ/UBS Growth and Income o EQ/BlackRock Basic Value Equity o Fidelity VIP Contrafund(R) o EQ/Boston Advisors Equity Income o Franklin Income Securities o EQ/Calvert Socially Responsible o Franklin Rising Dividends Securities o EQ/Capital Guardian Research o Janus Aspen Balanced o EQ/Core Bond Index o Janus Aspen Enterprise o EQ/Equity Growth PLUS o Janus Aspen Forty o EQ/GAMCO Mergers and Acquisitions o Janus Aspen Worldwide o EQ/GAMCO Small Company Value o Multimanager Small Cap Growth o EQ/Intermediate Government Bond o Oppenheimer Global Securities Index Fund/VA o EQ Large Cap Value Index(2) o PIMCO VIT Global Bond (Unhedged) o EQ/Lord Abbett Growth and Income (3) o ProFund VP Bear o EQ/MFS International Growth(4) o ProFund VP Rising Rates Opportunity o EQ/Mid Cap Index o ProFund VP UltraBull o EQ/Mid Cap Value PLUS --------------------------------------------------------------------------------
NOT ALL OF THESE PORTFOLIOS MAY BE AVAILABLE IN ALL STATES OR ALL MARKETS. (1) The "AXA Allocation" portfolios. (2) This variable investment option will become available on or about May 20, 2011. Please see "The Funds" later in this Prospectus for more information about this variable investment option. (3) Please see "The Funds" later in this Prospectus regarding the proposed merger of this variable investment option on or about May 20, 2011. (4) This is the variable investment option's new name, effective on or about May 20, 2011, subject to regulatory approval. Please see "The Funds" later in this prospectus for the variable investment option's former name. THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE CONTRACTS ARE NOT INSURED BY THE FDIC OR ANY OTHER AGENCY. THEY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK AND ARE NOT BANK GUARANTEED. THEY ARE SUBJECT TO INVESTMENT RISKS AND POSSIBLE LOSS OF PRINCIPAL. e13455 MLA-CM You may also allocate some or all of your Purchase Payments and fund value into our Guaranteed Interest Account with Market Value Adjustment, which is discussed later in this Prospectus. Among the many terms of the Guaranteed Interest Account with Market Value Adjustment are: o Guaranteed interest to be credited for specific periods (referred to as "Accumulation Periods"). o Three (3), five (5), seven (7), and ten (10) year Accumulation Periods are available. The one (1) year Accumulation Period is limited to the following states: Maryland, the Commonwealth of Massachusetts, New Jersey, Oklahoma, Oregon, the Commonwealth of Pennsylvania, South Carolina, Texas, and Washington. o Interest will be credited for the entire Accumulation Period on a daily basis. Different rates apply to each Accumulation Period and are determined by the Company from time to time at its sole discretion. o A market value adjustment may be charged if part or all of the Guaranteed Interest Account with Market Value Adjustment is surrendered or transferred before the end of the Accumulation Period. o Contract owners should carefully consider the information contained in this prospectus before allocating Purchase Payments or Fund Values to the Guaranteed Interest Account with Market Value Adjustment offered herein. -------------------------------------------------------------------------------- These are only some of the terms of the Guaranteed Interest Account with Market Value Adjustment. Please read this prospectus carefully for more complete details of the contract. -------------------------------------------------------------------------------- A Statement of Additional Information dated May 1, 2011 containing additional information about the contract is incorporated herein by reference. It has been filed with the Securities and Exchange Commission and is available from the Company without charge upon written request. You may request one by writing to our processing office located at MONY Life Insurance Company of America, Policyholder Services,100 Madison Street, Syracuse, New York 13202, or by telephoning 1-800-487-6669 or by accessing the SEC's website at www.sec.gov. The table of contents of the Statement of Additional Information can be found in the back of this prospectus. Contents of this Prospectus -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 1. SUMMARY OF THE CONTRACT 4 -------------------------------------------------------------------------------- Definitions 4 Purpose of the Contract 4 Purchase Payments and fund value 4 Minimum Purchase Payments 4 MONY America Variable Account A 4 Guaranteed Interest Account with Market Value Adjustment 4 The Accumulation Periods 5 Crediting of interest 5 The Market Value Adjustment 5 Transfer of fund value 5 Contract loans 5 Surrender 6 Charges and deductions 6 Right to return contract provision 6 Death benefit 6 Fee tables 7 Example 7 Other contracts 8 Condensed financial information 8 -------------------------------------------------------------------------------- 2. WHO IS MONY LIFE INSURANCE COMPANY OF AMERICA? 9 -------------------------------------------------------------------------------- MONY Life Insurance Company of America 9 How to reach us 9 MONY America Variable Account A 10 -------------------------------------------------------------------------------- 3. THE FUNDS 11 -------------------------------------------------------------------------------- Purchase of portfolio shares by MONY America Variable Account A 14 -------------------------------------------------------------------------------- 4. DETAILED INFORMATION ABOUT THE CONTRACT 16 -------------------------------------------------------------------------------- Payment and allocation of Purchase Payments 16 Telephone/fax/web transactions 19 Disruptive transfer activity 20 Termination of the Contract 21 CONTENTS OF THIS PROSPECTUS 2 -------------------------------------------------------------------------------- 5. DESCRIPTION OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT 22 -------------------------------------------------------------------------------- General 22 Guaranteed Interest Account with Market Value Adjustment 22 Allocations to the Guaranteed Interest Account with Market Value Adjustment 22 Specified interest rates and the accumulation periods 22 Surrenders, transfers or loans 24 The Market Value Adjustment 24 Investments 25 -------------------------------------------------------------------------------- 6. SURRENDERS 26 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 7. LOANS 27 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 8. DEATH BENEFIT 28 -------------------------------------------------------------------------------- Death benefit provided by the Contract 28 Enhanced death benefit options 28 Election and effective date of election 28 Payment of death benefit 29 -------------------------------------------------------------------------------- 9. CHARGES AND DEDUCTIONS 30 -------------------------------------------------------------------------------- Deductions from Purchase Payments 30 Charges against Fund Value 30 Deductions from Fund Value 30 -------------------------------------------------------------------------------- 10. ANNUITY PROVISIONS 33 -------------------------------------------------------------------------------- Annuity payments 33 Election and change of settlement option 33 Settlement options 33 Frequency of annuity payments 34 Additional provisions 34 Guaranteed Interest Account at annuitization 34 -------------------------------------------------------------------------------- 11. OTHER PROVISIONS 35 -------------------------------------------------------------------------------- Ownership 35 Provision required by Section 72(s) of the Code 35 Provision required by Section 401(a)(9) of the Code 35 Secondary annuitant 36 Assignment 36 Change of beneficiary 36 Substitution of securities 36 Changes to Contracts 36 Change in operation of MONY America Variable Account A 36 -------------------------------------------------------------------------------- 12. VOTING RIGHTS 37 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 13. DISTRIBUTION OF THE CONTRACTS 38 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 14. FEDERAL TAX STATUS 40 -------------------------------------------------------------------------------- Introduction 40 Taxation of annuities in general 40 Retirement plans 41 Tax treatment of the Company 41 -------------------------------------------------------------------------------- 15. ADDITIONAL INFORMATION AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 42 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 16. LEGAL PROCEEDINGS 43 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 17. FINANCIAL STATEMENTS 44 -------------------------------------------------------------------------------- About the general account 44 -------------------------------------------------------------------------------- APPENDIX -------------------------------------------------------------------------------- I -- Condensed financial information I-1 -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS -------------------------------------------------------------------------------- 3 CONTENTS OF THIS PROSPECTUS 1. SUMMARY OF THE CONTRACT -------------------------------------------------------------------------------- This summary provides you with a brief overview of the more important aspects of your Contract, including the 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 Contract. This summary and the entire prospectus will describe the part of the contract involving MONY America Variable Account A. The prospectus also briefly will describe the Guaranteed Interest Account with Market Value Adjustment and the portfolios offered by AXA Premier VIP Trust, Dreyfus Stock Index Fund, Inc., EQ Advisors Trust, Fidelity Variable Insurance Products, Franklin Templeton Variable Insurance Products Trust, Janus Aspen Series, Oppenheimer Variable Account Funds, PIMCO Variable Insurance Trust and ProFunds VP. See applicable Fund prospectuses for more detailed information about the portfolios offered by the Funds. DEFINITIONS -------------------------------------------------------------------------------- Specialized terms will be defined on the page where they first appear enclosed in a box. -------------------------------------------------------------------------------- PURPOSE OF THE CONTRACT The Contract is an Individual Flexible Payment Variable Annuity Contract (the "Contract" or "Contracts"). As of January 31, 2005, we no longer offer this Contract. We will continue to accept Purchase Payments under existing Contracts. The Contract is designed to allow an owner to make Purchase Payments to the Company under the Contract. Those Purchase Payments are allocated at the owner's choice among the subaccounts of MONY America Variable Account A and the Guaranteed Interest Account with Market Value Adjustment. Those Purchase Payments can accumulate for a period of time and create fund value for the owner. The owner can choose the length of time that such Purchase Payments may accumulate. The owner may choose at some point in the future to receive annuity benefits based upon that accumulated fund value. An owner may use the Contract's design to accumulate fund value for various purposes including retirement or to supplement other retirement programs. Some of these retirement programs (the "Qualified Plans") may qualify for federal income tax advantages available under certain Sections of the Internal Revenue Code (the "Code"), Sections 401, 403 (other than Section 403(b)), 408, 408A and 457, for example. -------------------------------------------------------------------------------- QUALIFIED PLANS -- Retirement plans that may receive favorable tax treatment under certain Sections of the Internal Revenue Code. QUALIFIED CONTRACTS -- Contracts issued under Qualified Plans. NON-QUALIFIED CONTRACTS -- Contracts not issued under Qualified Plans. -------------------------------------------------------------------------------- The Contract is also designed to allow the owner to request payments of part or all of the accumulated fund value before the owner begins to receive annuity benefits. This payment may result in the imposition of a surrender charge and a market value adjustment. The market value adjustment will not apply to Contracts issued in certain states. It may also be subject to income and other taxes. PURCHASE PAYMENTS AND FUND VALUE You may allocate your Purchase Payments to one or more of the subaccounts of MONY America Variable Account A that are available under the Contract and/or to the Guaranteed Interest Account with Market Value Adjustment. The Purchase Payments you allocate among the various subaccounts of MONY America Variable Account A may increase or decrease in value on any day depending on the investment experience of the subaccounts you select. There is no guarantee that the value of the Purchase Payments you allocate to any of the subaccounts of MONY America Variable Account A will increase or that the Purchase Payments you make will not lose value. MINIMUM PURCHASE PAYMENTS The minimum Purchase Payment for individuals varies depending upon the purchaser of the Contract and the method of paying the Purchase Payments. See "Payment and allocation of Purchase Payments." Additional Purchase Payments may be made at any time. However, for certain automatic payment plans, the smallest additional payment is $50. (See "Issuance of the Contract.") The Company may change this requirement in the future. MONY AMERICA VARIABLE ACCOUNT A MONY America Variable Account A is a separate investment account of MONY Life Insurance Company of America (the "Company"). MONY America Variable Account A's assets are owned by the Company, but are not chargeable with liabilities arising from any other business the Company conducts. The subaccounts of MONY America Variable Account A invest in shares of the Funds at their net asset value. (See "The Funds.") Owners bear the entire investment risk for all amounts allocated to MONY America Variable Account A subaccounts. -------------------------------------------------------------------------------- FUND -- Any open-end management investment company or unit investment trust in which a subaccount invests. OWNER -- The person so designated in the application to whom all rights, benefits, options and privileges apply while the Annuitant is living. If a Contract has been absolutely assigned, the assignee becomes the Owner. PURCHASE PAYMENT -- An amount paid to the Company by the Owner or on the Owner's behalf as consideration for the benefits provided by the Contract. NET PURCHASE PAYMENT -- Purchase Payment less any applicable tax charges. -------------------------------------------------------------------------------- GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT The Guaranteed Interest Account with Market Value Adjustment is part of the Company's General Account. It consists of all the Company's assets other than assets allocated to segregated investment accounts of the Company. Net Purchase Payments allocated to the Guaranteed Interest Account with Market Value Adjustment will be credited with interest at rates guaranteed by the Company for specified periods. (See "Description of the Guaranteed Interest Account with Market Value Adjustment.") SUMMARY OF THE CONTRACT 4 The Guaranteed Interest Account with Market Value Adjustment is designed to provide you with an opportunity to receive a guaranteed fixed rate of interest. You can choose the period of time over which the guaranteed fixed rate of interest will be paid. That period of time is known as the Accumulation Period. The Guaranteed Interest Account with Market Value Adjustment is also designed to provide you with the opportunity to transfer part or all of the Guaranteed Interest Account with Market Value Adjustment to the Subaccounts available to you under the Contract. It is also designed to provide you with the opportunity to surrender part or all of the Guaranteed Interest Account with Market Value Adjustment before the end of the Accumulation Period. If you ask us to transfer or surrender part or all of the Guaranteed Interest Account, we may apply a market value adjustment ("MVA"). This adjustment may be positive, negative, or zero. 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. Certain states limit contracts to a 1-year Accumulation Period. You may allocate initial or additional Purchase Payments made under the Contract to one or more Accumulation Periods. You may also ask us to transfer Fund Values from the Subaccounts available under the Contract to one or more of the Accumulation Periods. There is no minimum amount required for allocation or transfer to an Accumulation Period. (See "Allocations to the Guaranteed Interest Account with Market Value Adjustment.") Each Accumulation Period starts on the Business Day that falls on, or next follows, the date on which allocations are made and Purchase Payments are received or Fund Values are transferred. Each Accumulation Period ends on the Monthly Contract Anniversary immediately prior to the 3, 5, 7 or 10 year anniversary of the start of the Accumulation Period (the "Maturity Date"). This means that the Accumulation Period for a 3, 5, 7 or 10 year Accumulation Period may be up to 31 days shorter than 3, 5, 7 or 10 years, respectively. (See "Specified interest rates and the accumulation periods.") CREDITING OF INTEREST The Company will credit amounts allocated to an Accumulation Period with interest at an annual rate not less than 3.50%. This interest rate is referred to as the Specified Interest Rate. It will be credited for the duration of the Accumulation Period. Specified Interest Rates for each Accumulation Period are declared periodically at the sole discretion of the Company. (See "Specified interest rates and the accumulation periods.") At least 15 days and at most 45 days prior to the Maturity Date of an Accumulation Period, Owners having Fund Values allocated to such Accumulation Periods will be notified of the impending Maturity Date. Owners will then have the option of directing the surrender or transfer (including transfers for the purpose of obtaining a Loan) of the Fund Value within 30 days before the end of the Accumulation Period without application of any MVA. The Specified Interest Rate will be credited to amounts allocated to an Accumulation Period, so long as such allocations are neither surrendered nor transferred prior to the Maturity Date for the Allocation Period. The Specified Interest Rate is credited daily, providing an annual effective yield. (See "Specified interest rates and the accumulation periods.") THE MARKET VALUE ADJUSTMENT Amounts that are surrendered or transferred (including transfers for the purpose of obtaining a Loan) from an Accumulation Period more than 30 days before the Maturity Date will be subject to an MVA. An MVA will not apply upon payment of a death benefit upon the death of the annuitant. The MVA is determined through the use of a factor, which is known as the MVA Factor. This factor is discussed in detail in the section entitled "The Market Value Adjustment." The MVA could cause an increase or decrease or no change at all in the amount of the distribution from an Accumulation Period. A market value adjustment will be imposed on transfers or surrenders (partial or full) from the Guaranteed Interest Account with Market Value Adjustment in most states. A MARKET VALUE ADJUSTMENT WILL NOT BE IMPOSED ON CONTRACTS ISSUED IN THE STATES OF MARYLAND, THE COMMONWEALTH OF MASSACHUSETTS, NEW JERSEY, OKLAHOMA, OREGON, THE COMMONWEALTH OF PENNSYLVANIA, SOUTH CAROLINA, TEXAS AND WASHINGTON; HOWEVER, RESTRICTIONS ON TRANSFERS APPLY IN THESE STATES. The adjustment can be either a positive or negative adjustment. No adjustment is made for the amount withdrawn or transferred within 30 days before the end of the accumulation period. -------------------------------------------------------------------------------- FUND VALUE -- The aggregate dollar value as of any Business Day of all amounts accumulated under each of the subaccounts, the Guaranteed Interest Account with Market Value Adjustment, and the Loan Account of the Contract. If the term Fund Value is preceded or followed by the terms subaccount(s), the Guaranteed Interest Account with Market Value Adjustment, and the Loan Account, or any one or more of those terms, Fund Value means only the Fund Value of the subaccount, the Guaranteed Interest Account with Market Value Adjustment or the Loan Account, as the context requires. BUSINESS DAY -- Our "business day" is generally any day the New York Stock Exchange is open for regular trading and generally ends at 4:00 p.m. Eastern Time (or as of an earlier close of regular trading). A business day does not include a day on which we are not open due to emergency conditions determined by the Securities and Exchange Commission. We may also close early due to such emergency conditions. MONTHLY CONTRACT ANNIVERSARY --Segments. The date of ~~each month corresponding to the Effective Date of the Contract. For example, for a Contract with a June 15 Effective Date, the Monthly Contract Anniversary~~such hypothetical surrender or distribution is the ~~15th of each month. If a Contract's Effective~~Valuation Date falls on the 29th, 30th or 31st day of a month, the Monthly Contract Anniversary will be the earlier of that day or the last day of the particular month in question. -------------------------------------------------------------------------------- TRANSFER OF FUND VALUE You may transfer Fund Value among the subaccountsspecified below and, to or from the Guaranteed Interest Account with Market Value Adjustment. Transfers from the Guaranteed Interest Account with Market Value Adjustment may be subject to a Market Value Adjustment for contracts issued in certain states. Transfers may be made by telephone, facsimile or via the web if the proper form has been completed, signed, and received by the Company at its Operations Center. See the cover page for how to contact the Operations Center. (See "Transfers.") CONTRACT LOANS Under certain qualified contracts, you may borrow up to 50% of your Contract's Fund Value from the Company. Your Contract will be the only security required for the loan. Contracts issued to 401(k) plans are generally the only Contracts which permit loans. An amount equal to 5 SUMMARY OF THE CONTRACT the amount of the loan is transferred to the loan account as security for the loan. The loan account is part of the Company's General Account. We will charge you interest on the amount borrowed. If you do not pay the interest when due, the amount due will be borrowed from the Contract's Fund Value. SURRENDER You may surrender all or part of the Contract at any time and receive its cash value while the Annuitant is alive prior to the annuity starting date. We may impose a surrender charge and market value adjustment (if applicable). The amounts you receive upon surrender may be subject to income taxes and a 10% penalty tax if you are younger than 59-1/2 at the time of surrender. (See "Federal tax status.") CHARGES AND DEDUCTIONS The Contract provides for the deduction of various charges and expenses from the Fund Value of the Contract. RIGHT TO RETURN CONTRACT PROVISION This information is no longer applicable, as these contracts are no longer available to new purchasers. You have the right to examine the Contract when you receive it. You may return the Contract for any reason during the "right to return contract period" (usually within ten days from the day you receive it. You will receive a refund of the Purchase Payments received by the Company, less any partial surrender you made. During the right to return contract period, Purchase Payments will be retained in the Company's General Account and will earn interest at a rate not less than 3.50% per year. If you have not returned the Contract at the end of the right to return contract period, we transfer the Net Purchase Payments with interest to the subaccounts and/or the Guaranteed Interest Account. DEATH BENEFIT If the Annuitant (and the Secondary Annuitant, if any) dies before the annuity starting date a death benefit will be payable to the Beneficiary. Under certain circumstances, an enhanced death benefit may be payable. If the Annuitant dies after annuity payments start, no death benefit is payable except as may be payable under the settlement option selected. (See "Death benefit" and "Enhanced death benefit.") -------------------------------------------------------------------------------- ANNUITANT -- The person upon whose continuation of life any annuity payment depends. SECONDARY ANNUITANT -- The party designated by the Owner to become the Annuitant, subject to certain conditions, on the death of the Annuitant. BENEFICIARY -- The party entitled to receive benefits payable at the death of the Annuitant or (if applicable) the Secondary Annuitant. 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. -------------------------------------------------------------------------------- SUMMARY OF THE CONTRACT 6 FEE TABLES The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Contract. The first table describes the fees and expenses that you will pay at the time that you buy the Contract, surrender the Contract, transfer Fund Value between investment options, or for Contracts funding 401(k) plans only, take a loan. A charge for taxes may also be deducted. ---------------------------------------------------------------------------------------------------------- OWNER TRANSACTION EXPENSES: ---------------------------------------------------------------------------------------------------------- Maximum deferred sales load (surrender charge) (as a percentage of 7.00%(1) Purchase Payments surrendered) ---------------------------------------------------------------------------------------------------------- Loan interest spread (effective annual rate) 2.50%(2) ---------------------------------------------------------------------------------------------------------- Maximum transfer charge $ 25(3) ---------------------------------------------------------------------------------------------------------- The next table describes the fees and expense that you will pay periodically during the time that you own the Contract, not including Fund portfolio company fees and expenses. ---------------------------------------------------------------------------------------------------------- Maximum annual contract charge $ 50(4) ---------------------------------------------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF AVERAGE ANNUAL FUND VALUE IN MONY AMERICA VARIABLE ACCOUNT A): ---------------------------------------------------------------------------------------------------------- Maximum mortality and expense risk fees 1.35%(5) ---------------------------------------------------------------------------------------------------------- Total separate account annual expenses 1.35%(5) ----------------------------------------------------------------------------------------------------------
(1) The surrender charge percentage, which reduces to zero, is determined under a surrender charge schedule. (See "Deductions from fund value -- Amount of surrender charge.") The surrender charge may be reduced under certain circumstances which include reduction in order to guarantee that certain amounts may be received free of surrender charge. (See "Charges against fund value -- Free partial surrender amount.") (2) The loan interest spread is the difference between the amount of interest we charge on loans and the amount of interest we credit to amounts held in the loan account to secure loans. (3) The transfer charge currently is $0. However, the Company has reserved the right to impose a charge for each transfer, which will not exceed $25 (except for Contracts issued in the states of South Carolina and Texas where it will not exceed $10). (See "Charges against fund value -- Transfer charge.") (4) The annual contract charge is currently $0. However, the Company may in the future change the amount of the charge to an amount not exceeding $50 per contract year (except for contracts issued in the states of Maryland, Massachusetts, New Jersey, Oklahoma, Oregon, Commonwealth of Pennsylvania, South Carolina, Texas and Washington where the charge may not exceed $30). (See "Charges against fund value -- Annual contract charge.") (5) The mortality and expense risk charge is deducted daily equivalent to a current annual rate of 1.35% (and is guaranteed not to exceed a daily rate equivalent to an annual rate of 1.35%) from the value of the net assets of MONY America Variable Account A. The next item shows the minimum and maximum total operating expenses charged by the portfolio companies for the year ended December 31, 2010. You may pay portfolio company operating expenses periodically during the time that you own the Contract. Certain variable investment options invest in a corresponding portfolio of one of the Trusts or other unaffiliated investment companies. Each portfolio, in turn, invests in shares of other portfolios of the Trusts and/or shares of unaffiliated portfolios ("underlying portfolios"). More detail concerning each Fund portfolio company's fees and expenses is contained in the prospectus for each portfolio. ------------------------------------------------------------------------------------------------------------ TOTAL ANNUAL FUND PORTFOLIO OPERATING EXPENSES LOWEST HIGHEST ------------------------------------------------------------------------------------------------------------ Total Annual Portfolio Operating Expenses for 2010 (expenses that are deducted 0.27% 1.78% from portfolio assets including management fees, 12b-1 fees, service fees, and/or other expenses)(1) ------------------------------------------------------------------------------------------------------------
(1) "Total Annual Portfolio Operating Expenses" are based, in part, on estimated amounts for options added during the fiscal year 2010 and for the underlying portfolios. In addition, the "Minimum" represents the total annual operating expenses of the Dreyfus Stock Index Fund - Initial Shares. The "Maximum" represents the total annual operating expenses of the ProFund VP UltraBull Portfolio. EXAMPLE This example is intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include Owner transaction expenses, contract fees, separate account annual expenses, and Fund fees and expenses for the year ended December 31, 2010. The example assumes that you invest $10,000 in the Contract for the time periods indicated. The example also assumes that your investment has a 5% return each year. The example assumes the maximum contract charges and annual expenses of any of the Fund portfolios (before expense limitations) set forth in the previous charts. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: 1. a. If you surrender your Contract at the end of the applicable time period (assuming maximum fees and expenses of any of the Fund portfolios):
~~----------------------------------------------------------- 1 YEAR 3 YEARS 5 YEARS 10 YEARS -----------------------------------------------------------~~ ~~$ 1,004 $1,675 $2,361 $3,889 -----------------------------------------------------------~~
~~b. If you surrender your Contract at the end of the applicable time period (assuming minimum fees and expenses of any of the Fund portfolios):~~
~~----------------------------------------------------------- 1 YEAR 3 YEARS 5 YEARS 10 YEARS -----------------------------------------------------------~~ ~~$ 863 $1,254 $1,659 $2,452 -----------------------------------------------------------~~
~~7 SUMMARY OF THE CONTRACT 2. a. If you do not surrender your Contract (assuming maximum fees and expenses of any of the Fund portfolios):~~
~~----------------------------------------------------------- 1 YEAR 3 YEARS 5 YEARS 10 YEARS -----------------------------------------------------------~~ ~~$ 365 $1,112 $1,878 $3,889 -----------------------------------------------------------~~
~~b. If you do not surrender your Contract (assuming minimum fees and expenses of any of the Fund portfolios):~~
~~----------------------------------------------------------- 1 YEAR 3 YEARS 5 YEARS 10 YEARS -----------------------------------------------------------~~ ~~$ 215 $664 $1,139 $2,452 -----------------------------------------------------------~~
3. a. If you annuitize your Contract and the proceeds are settled under Settlement Options 3 or 3A (life income with annuity options) (assuming maximum fees and expenses of any of the Fund portfolios):
~~----------------------------------------------------------- 1 YEAR 3 YEARS 5 YEARS 10 YEARS -----------------------------------------------------------~~ ~~$ 1,004 $1,112 $1,878 $3,889 -----------------------------------------------------------~~
b. If you annuitize your Contract and the proceeds are settled under Settlement Options 3 or 3A (life income with annuity options) (assuming minimum fees and expenses of any of the Fund portfolios):
~~----------------------------------------------------------- 1 YEAR 3 YEARS 5 YEARS 10 YEARS -----------------------------------------------------------~~ ~~$ 863 $664 $1,139 $2,452 -----------------------------------------------------------~~
4. a. If you annuitize your Contract and the proceeds are settled under Settlement Options 1, 2 or 4 (annuity income without life contingencies) (assuming maximum fees and expenses of any of the Fund portfolios):
~~----------------------------------------------------------- 1 YEAR 3 YEARS 5 YEARS 10 YEARS -----------------------------------------------------------~~ ~~$ 1,004 $1,675 $2,361 $3,889 -----------------------------------------------------------~~
b. If you annuitize your Contract and the proceeds are settled under Settlement Options 1, 2 or 4 (annuity income without life contingencies) (assuming minimum fees and expenses of any of the Fund portfolios):
~~----------------------------------------------------------- 1 YEAR 3 YEARS 5 YEARS 10 YEARS -----------------------------------------------------------~~ ~~$ 863 $1,254 $1,659 $2,452 -----------------------------------------------------------~~
For the purposes of the Fee Tables and the Example, we assume that the Contract is owned during the accumulation period. (See "Charges and Deductions.") On and after the annuity starting date, different fees and charges will apply. OTHER CONTRACTS We offer a variety of fixed and variable annuity Contracts. They may offer features, including investment options, fees and/or charges that are different from those in the Contracts offered by this Prospectus. Not every Contract is offered through the same distributor. Upon request, your registered representative can show you information regarding other annuity Contracts that he or she distributes. You can also contact us to find out more about any of MONY Life Insurance Company of America annuity Contracts. CONDENSED FINANCIAL INFORMATION Please see Appendix I at the end of this prospectus for the unit values and the number of units outstanding as of the end of the period shown for each of the variable investment options available as of December 31, 2010. SUMMARY OF THE CONTRACT 8 2. WHO IS MONY LIFE INSURANCE COMPANY OF AMERICA? -------------------------------------------------------------------------------- MONY LIFE INSURANCE COMPANY OF AMERICA We are MONY Life Insurance Company of America (the "Company"), an Arizona stock life insurance corporation organized in 1969. The Company is an indirect, wholly-owned subsidiary of AXA Financial, Inc., a holding company, which is itself an indirect, wholly-owned subsidiary of AXA SA ("AXA"). AXA is a French holding company for an international group of insurance and related financial services companies. As the ultimate sole shareholder of the Company, and under its other arrangements with the Company and parent, AXA exercises significant influence over the operations and capital structure of the Company and its parent. AXA holds its interest in the Company through a number of other intermediate holding companies, including Oudinot Participations, AXA America Holdings Inc. AXA Equitable Financial Services, LLC, and MONY Life Insurance Company, a life insurance company. The Company is obligated to pay all amounts that are promised to be paid under the contracts. No company other than the Company, however, has any legal responsibility to pay amounts that the Company owes under the contracts. AXA Financial, Inc. and its consolidated subsidiaries managed approximately $575.3 billion in assets as of December 31, 2010. The Company is licensed to sell life insurance and annuities in forty-nine states (not including New York), the District of Columbia, the U.S. Virgin Islands and Puerto Rico. Our home office is located at 1290 Avenue of the Americas, New York, NY 10104. HOW TO REACH US To obtain (1) any forms you need for communicating with us, (2) unit values and other values under your policy, and (3) any other information or materials that we provide in connection with your Contract or the Portfolios, you may communicate with our processing office as listed below for the purposes described. Please refer to "Telephone/ Fax/Web Transactions" for effective dates for processing telephone, Internet, and facsimile requests, later in this prospectus. Certain methods of contacting us, such as by telephone or electronically may be unavailable or delayed (for example our fax service may not be available at all times and/or we may be unavailable due to emergency closing). In addition, the level and type of service available may be restricted based on criteria established by us. In order to avoid delays in processing, please send your correspondence and check to the appropriate location, as follows: -------------------------------------------------------------------------------- FOR CORRESPONDENCE WITH CHECKS: -------------------------------------------------------------------------------- FOR SUBSEQUENT CONTRIBUTIONS SENT BY REGULAR MAIL: MONY Life Insurance Company of America P.O. Box 5064 New York, NY 10087-5064 FOR SUBSEQUENT CONTRIBUTIONS SENT BY EXPRESS DELIVERY: JPMorgan Chase - Lockbox Processing Lockbox - MONY Life Insurance Company of America - LBX 5064 4 Chase Metrotech Center 7th Floor East Brooklyn, NY 11245 -------------------------------------------------------------------------------- FOR CORRESPONDENCE WITHOUT CHECKS: -------------------------------------------------------------------------------- FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED NOTICES) SENT BY MAIL: MONY Life Insurance Company of America Policyholder Services 100 Madison Street Syracuse, New York 13202 Your correspondence will be picked up at the mailing address noted above and delivered to our processing office. Your correspondence, however, is not considered received by us until it is received at our processing office. Where this prospectus refers to the day when we receive a contribution, request, election, notice, transfer or any other transaction request from you, we mean the day on which that item (or the last thing necessary for us to process that item) arrives in complete and proper form at our processing office or via the appropriate telephone or fax number if the item is a type we accept by those means. There are two main exceptions: if the item arrives (1) on a day that is not a business day or (2) after the close of a business day, then, in each case, we are deemed to have received that item on the next business day. Our processing office is: 100 Madison Street, Syracuse, New York 13202. -------------------------------------------------------------------------------- BY TOLL-FREE PHONE: -------------------------------------------------------------------------------- Customer service representatives are available weekdays from 9:00 a.m. to 5:00 p.m., Eastern Time at 1-800-487-6669. -------------------------------------------------------------------------------- BY INTERNET: -------------------------------------------------------------------------------- Clients may access Online Account Access by visiting our Website at www.axa-equitable.com. Our Website provides access to account information and customer service. After enrolling and setting up a password, you can view account details, perform certain transactions, print customer service forms and find answers to Frequently Asked Questions (FAQs). You can also change your allocation percentages, transfer among investment options, make a payment, and/or change your address (1) by toll-free phone, (2) over the Internet, through Online Account Access, or (3) by writing our Operations Center. For more information about the transaction requests you can make by phone, fax or internet, see "Telephone/fax/web transactions" later in this prospectus. 9 WHO IS MONY LIFE INSURANCE COMPANY OF AMERICA? MONY AMERICA VARIABLE ACCOUNT A MONY America Variable Account A is a separate investment account of the Company. Presently, only Purchase Payments for individual flexible payment variable annuity contracts are permitted to be allocated to MONY America Variable Account A. The assets in MONY America Variable Account A are kept separate from the General Account assets and other separate accounts of the Company. The Company owns the assets in MONY America Variable Account A. The Company is required to keep assets in MONY America Variable Account A that equal the total market value of the contract liabilities funded by MONY America Variable Account A. Realized or unrealized income gains or losses of MONY America Variable Account A are credited or charged against MONY America Variable Account A assets without regard to the other income, gains or losses of the Company. Reserves and other liabilities under the contracts are assets of MONY America Variable Account A. MONY America Variable Account A assets are not chargeable with liabilities of the Company's other businesses. The assets of MONY America Variable Account A are, however, available to cover the liabilities of the Company's General Account to the extent that the assets of MONY America Variable Account A exceed the liabilities of the Contracts supported by it. The amount of some of our obligations under the Contracts is based on the assets in MONY America Variable Account A. However, the obligations themselves are obligations of the Company. MONY America Variable Account A was authorized by the Board of Directors of the Company and established under Arizona law on March 27, 1987. MONY America Variable Account A is registered under the Investment Company Act of 1940 (the "1940 Act") and is registered and classified under that act as a "unit investment trust". The SEC, however, does not manage or supervise the Company or MONY America Variable Account A. Although MONY America Variable Account A is registered, the Securities and Exchange Commission (the "SEC") does not monitor the activity of MONY America Variable Account A on a daily basis. The Company is not required to register, and is not registered, as an investment company under the "1940 Act". A unit investment trust is a type of investment company. For state law purposes, MONY America Variable Account A is treated as a part or division of the Company. MONY America Variable Account A is divided into subdivisions called subaccounts. Each subaccount invests only in shares of a designated portfolio of the Funds. For example, the EQ/Core Bond Index Subaccount invests solely in shares of the EQ/Core Bond Index Portfolio of the EQ Advisors Trust. These portfolios serve only as the underlying investment for variable annuity and variable life insurance contracts issued through separate accounts of the Company or other life insurance companies. The portfolios may also be available to certain pension accounts. The portfolios are not available directly to individual investors. In the future, we reserve the right, in compliance with the laws that apply, to establish additional subaccounts; eliminate subaccounts; combine any two or more subaccounts; transfer the assets we determine to be the shares of the class of contracts to which the contracts belong from any subaccount to another subaccount; restrict or eliminate any voting rights as to the MONY America Variable Account A; and cause one or more subaccounts to invest some or all of their assets in one or more other trusts or investment companies of MONY America Variable Account A if marketing needs, tax conditions, or investment conditions warrant. Future subaccounts may invest in other portfolios of the Funds or in other securities, as permitted by applicable law. Any new subaccounts 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. WHO IS MONY LIFE INSURANCE COMPANY OF AMERICA? 10 3. THE FUNDS -------------------------------------------------------------------------------- Each available subaccount of MONY America Variable Account A will invest only in the shares of the Funds. We offer both affiliated and unaffiliated Funds, which in turn offer one or more portfolios. There is a separate subaccount, which corresponds to each portfolio of a fund offered under the Contract. AXA Equitable Funds Management Group, LLC, a wholly owned subsidiary of AXA Equitable, serves as the investment manager of the portfolios of AXA Premier VIP Trust and EQ Advisors Trust. For some portfolios, AXA Equitable Funds Management Group, LLC has entered into sub-advisory agreements with investment advisers (the "sub-advisers") to carry out the day-to-day investment decisions for the portfolios. As such, AXA Equitable Funds Management Group, LLC oversees the activities of the sub-advisers with respect to the Trusts and is responsible for retaining or discontinuing the services of those sub-advisers. The chart below indicates the sub-adviser(s) for each portfolio, if any. The chart below also shows the currently available portfolios and their investment objectives. You should be aware that AXA Advisors, LLC and AXA Distributors, LLC (together, the "Distributors") receive 12b-1 fees from affiliated portfolios for providing certain distribution and/or shareholder support services. These fees will not exceed 0.25% of the portfolios' average daily net assets. The affiliated portfolios' sub-advisers and/or their affiliates also contribute to the cost of expenses for sales meetings or seminar sponsorships that may relate to the policies and/or the sub-advisers' respective portfolios. It may be more profitable for us to offer affiliated portfolios than to offer unaffiliated portfolios. The Funds are registered with the SEC under the 1940 Act. The Funds, or any of them, may withdraw from sale any or all the respective portfolios as allowed by applicable law. Not all Funds may be available in all states or in all markets. AXA Equitable or the Distributors may directly or indirectly receive 12b-1 fees and additional payments from certain unaffiliated portfolios, their advisers, sub-advisers, distributors or affiliates, for providing certain administrative, marketing, distribution and/or shareholder support services. These fees and payments range from 0% to 0.60% of the unaffiliated portfolios' average daily net assets. The Distributors may also receive payments from the advisers or sub-advisers of the unaffiliated portfolios or their affiliates for certain distribution services, including expenses for sales meetings or seminar sponsorships that may relate to the contracts and/or the advisers' respective portfolios. As a contract owner, you may bear the costs of some or all of these fees and payments through your indirect investment in the portfolios. (See the portfolios' prospectuses for more information.) These fees and payments will reduce the underlying portfolios' investment returns. AXA Equitable may profit from these fees and payments. AXA Equitable considers the availability of these fees and payment arrangements during the selection process for the underlying portfolios. These fees and payment arrangements may create an incentive for us to select portfolios (and classes of shares of portfolios) that pay us higher amounts. You should note that some portfolios have objectives and strategies that are substantially similar to those of certain funds that are purchased directly rather than under a variable insurance product such as the Contract. These portfolios may even have the same manager(s) and/or a similar name. However, there are numerous factors that can contribute to differences in performance between two investments, particularly over short periods of time. Such factors include fees; the timing of stock purchases and sales; differences in fund cash flows; and specific strategies employed by the portfolio manager. The AXA Allocation Portfolios offer contract owners a convenient opportunity to invest in other portfolios that are managed and have been selected for inclusion in the AXA Allocation Portfolios by AXA Equitable Life Insurance Company ("AXA Equitable"), the investment manager of the AXA Premier VIP Trust and EQ Advisors Trust. AXA Advisors, LLC, an affiliated broker-dealer of the Company, may promote the benefits of such portfolios to contract owners and/or suggest, incidental to the sale of this Contract, that contract owners consider whether allocating some or all of their account value to such portfolios is consistent with their desired investment objectives. In doing so, AXA Equitable, and/or its affiliates, may be subject to conflicts of interest insofar as AXA Equitable may derive greater revenues from the AXA Allocation Portfolios than certain other portfolios available to you under your Contract. Please see "Payment and allocation of Purchase Payments" in "Detailed information about the Contract" for more information about your role in managing your allocations.
----------------------------------------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST INVESTMENT MANAGER (OR SUB-ADVISER(S), PORTFOLIO NAME SHARE CLASS OBJECTIVE AS APPLICABLE) ----------------------------------------------------------------------------------------------------------------------------------- AXA AGGRESSIVE ALLOCATION(1) Class B Seeks long-term capital appreciation. o AXA Equitable Funds Management Group, LLC ----------------------------------------------------------------------------------------------------------------------------------- AXA CONSERVATIVE ALLOCATION(1) Class B Seeks a high level of current income. o AXA Equitable Funds Management Group, LLC ----------------------------------------------------------------------------------------------------------------------------------- AXA CONSERVATIVE-PLUS Class B Seeks current income and growth of capital, o AXA Equitable Funds Management ALLOCATION(1) with a greater emphasis on current income. Group, LLC ----------------------------------------------------------------------------------------------------------------------------------- AXA MODERATE ALLOCATION(1) Class B Seeks long-term capital appreciation and o AXA Equitable Funds Management current income. Group, LLC ----------------------------------------------------------------------------------------------------------------------------------- AXA MODERATE-PLUS Class B Seeks long-term capital appreciation and o AXA Equitable Funds Management ALLOCATION(1) current income, with a greater emphasis on Group, LLC capital appreciation. -----------------------------------------------------------------------------------------------------------------------------------
~~11 THE FUNDS~~
----------------------------------------------------------------------------------------------------------------------------------- AXA PREMIER VIP TRUST INVESTMENT MANAGER (OR SUB-ADVISER(S), PORTFOLIO NAME SHARE CLASS OBJECTIVE AS APPLICABLE) ----------------------------------------------------------------------------------------------------------------------------------- MULTIMANAGER SMALL CAP Class B Seeks long-term growth of capital. o AXA Equitable Funds Management GROWTH Group, LLC o BlackRock Investment Management, LLC o Morgan Stanley Investment Management Inc. o NorthPointe Capital, LLC o Wells Capital Management Inc. -----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST INVESTMENT MANAGER (OR SUB-ADVISER(S), PORTFOLIO NAME SHARE CLASS OBJECTIVE AS APPLICABLE) ----------------------------------------------------------------------------------------------------------------------------------- ALL ASSET ALLOCATION Class IB Seeks long-term capital appreciation and o AXA Equitable Funds Management current income. Group, LLC ----------------------------------------------------------------------------------------------------------------------------------- EQ/BLACKROCK BASIC VALUE Class IB Seeks to achieve capital appreciation and o BlackRock Investment Management, LLC EQUITY secondarily, income. ----------------------------------------------------------------------------------------------------------------------------------- EQ/BOSTON ADVISORS EQUITY Class IB Seeks a combination of growth and income o Boston Advisors, LLC INCOME to achieve an above-average and consistent total return. ----------------------------------------------------------------------------------------------------------------------------------- EQ/CALVERT SOCIALLY Class IA Seeks to achieve long-term capital apprecia- o Bridgeway Capital Management, Inc. RESPONSIBLE tion. o Calvert Investment Management Company, Inc. ----------------------------------------------------------------------------------------------------------------------------------- EQ/CAPITAL GUARDIAN RESEARCH Class IA Seeks to achieve long-term growth of capital. o Capital Guardian Trust Company ----------------------------------------------------------------------------------------------------------------------------------- EQ/CORE BOND INDEX Class IA Seeks to achieve a total return before o SSgA Funds Management, Inc. expenses that approximates the total return performance of the Barclays Capital Interme- diate U.S. Government/Credit Index, including reinvestment of dividends, at a risk level consistent with that of the Barclays Capital Intermediate U.S. Government/Credit Index. ----------------------------------------------------------------------------------------------------------------------------------- EQ/EQUITY GROWTH PLUS Class IB Seeks to achieve long-term growth of capital. o AXA Equitable Funds Management Group, LLC o BlackRock Capital Management, Inc. o BlackRock Investment Management, LLC ----------------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO MERGERS AND Class IB Seeks to achieve capital appreciation. o GAMCO Asset Management, Inc. ACQUISITIONS ----------------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO SMALL COMPANY Class IB Seeks to maximize capital appreciation. o GAMCO Asset Management, Inc. VALUE ----------------------------------------------------------------------------------------------------------------------------------- EQ/INTERMEDIATE GOVERNMENT Class IA Seeks to achieve a total return before o SSgA Funds Management, Inc. BOND INDEX expenses that approximates the total return performance of the Barclays Capital Interme- diate U.S. Government Bond Index, including reinvestment of dividends, at a risk level consistent with that of the Barclays Capital Intermediate U.S. Government Bond Index. ----------------------------------------------------------------------------------------------------------------------------------- EQ/LARGE CAP VALUE INDEX(2) Class IA Seeks to achieve a total return before o SSgA Funds Management, Inc. expenses that approximates the total return performance of the Russell 1000 Value Index, including reinvestment of dividends, at a risk level consistent with that of the Russell 1000 Value Index. ----------------------------------------------------------------------------------------------------------------------------------- EQ/LORD ABBETT GROWTH AND Class IA Seeks to achieve capital appreciation and o Lord, Abbett & Co. LLC INCOME(3) growth of income without excessive fluctua- tion in market value. -----------------------------------------------------------------------------------------------------------------------------------
~~THE FUNDS 12~~
----------------------------------------------------------------------------------------------------------------------------------- EQ ADVISORS TRUST INVESTMENT MANAGER (OR SUB-ADVISER(S), PORTFOLIO NAME SHARE CLASS OBJECTIVE AS APPLICABLE) ----------------------------------------------------------------------------------------------------------------------------------- EQ/MFS INTERNATIONAL GROWTH(4) Class IB Seeks to achieve capital appreciation. o MFS Investment Management ----------------------------------------------------------------------------------------------------------------------------------- EQ/MID CAP INDEX Class IA Seeks to achieve a total return before o SSgA Funds Management, Inc. expenses that approximates the total return performance of the S&P Mid Cap 400 Index, including reinvestment of dividends, at a risk level consistent with that of the S&P Mid Cap 400 Index. ----------------------------------------------------------------------------------------------------------------------------------- EQ/MID CAP VALUE PLUS Class IA Seeks to achieve long-term capital o AXA Equitable Funds Management appreciation. Group, LLC o BlackRock Investment Management, LLC o Wellington Management Company, LLP ----------------------------------------------------------------------------------------------------------------------------------- EQ/MONEY MARKET Class IA Seeks to obtain a high level of current o The Dreyfus Corporation income, preserve its assets and maintain liquidity. ----------------------------------------------------------------------------------------------------------------------------------- EQ/MONTAG & CALDWELL Class IA Seeks to achieve capital appreciation. o Montag & Caldwell, LLC GROWTH ----------------------------------------------------------------------------------------------------------------------------------- EQ/MORGAN STANLEY MID CAP Class IA Seeks to achieve capital growth. o Morgan Stanley Investment Manage- GROWTH ment Inc. ----------------------------------------------------------------------------------------------------------------------------------- EQ/PIMCO ULTRA SHORT BOND Class IA Seeks to generate a return in excess of o Pacific Investment Management traditional money market products while Company, LLC maintaining an emphasis on preservation of capital and liquidity. ----------------------------------------------------------------------------------------------------------------------------------- EQ/QUALITY BOND PLUS Class IA Seeks to achieve high current income o AllianceBernstein L.P. consistent with moderate risk to capital. o AXA Equitable Funds Management Group, LLC ----------------------------------------------------------------------------------------------------------------------------------- EQ/T. ROWE PRICE GROWTH STOCK Class IA Seeks to achieve long-term capital o T. Rowe Price Associates, Inc. appreciation and secondarily, income. ----------------------------------------------------------------------------------------------------------------------------------- EQ/UBS GROWTH AND INCOME Class IA Seeks to achieve total return through o UBS Global Asset Management capital appreciation with income as (Americas) Inc. a secondary consideration. -----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------- DREYFUS STOCK INDEX FUND, INC. - INVESTMENT MANAGER (OR SUB-ADVISER(S), INITIAL SHARES OBJECTIVE AS APPLICABLE) ----------------------------------------------------------------------------------------------------------------------------------- DREYFUS STOCK INDEX FUND, INC. The fund seeks to match the total return of o The Dreyfus Corporation the Standard & Poor's 500 Composite Stock Price Index. -----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------- FIDELITY(R) VARIABLE INSURANCE INVESTMENT MANAGER (OR SUB-ADVISER(S), PRODUCTS (VIP) - SERVICE CLASS OBJECTIVE AS APPLICABLE) ----------------------------------------------------------------------------------------------------------------------------------- FIDELITY(R) VIP CONTRAFUND(R) Seeks long-term capital appreciation. o Fidelity Management and Research PORTFOLIO Company (FMR) -----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------- FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST - INVESTMENT MANAGER (OR SUB-ADVISER(S), CLASS 2 PORTFOLIO NAME OBJECTIVE AS APPLICABLE) ----------------------------------------------------------------------------------------------------------------------------------- FRANKLIN INCOME SECURITIES The Fund's investment goal is to maximize o Franklin Advisers, Inc. FUND income while maintaining prospects for capital appreciation. ----------------------------------------------------------------------------------------------------------------------------------- FRANKLIN RISING DIVIDENDS Seeks long-term capital appreciation, with o Franklin Advisory Services, LLC SECURITIES FUND preservation of capital as an important consideration. -----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------- JANUS ASPEN SERIES - INVESTMENT MANAGER (OR SUB-ADVISER(S), INSTITUTIONAL SHARES OBJECTIVE AS APPLICABLE) ----------------------------------------------------------------------------------------------------------------------------------- BALANCED PORTFOLIO Seeks long-term capital growth, consistent o Janus Capital Management LLC with preservation of capital and balanced by current income. ----------------------------------------------------------------------------------------------------------------------------------- ENTERPRISE PORTFOLIO Seeks long-term growth of capital. o Janus Capital Management LLC -----------------------------------------------------------------------------------------------------------------------------------
~~13 THE FUNDS~~
----------------------------------------------------------------------------------------------------------------------------------- JANUS ASPEN SERIES - INVESTMENT MANAGER (OR SUB-ADVISER(S), INSTITUTIONAL SHARES OBJECTIVE AS APPLICABLE) ----------------------------------------------------------------------------------------------------------------------------------- FORTY PORTFOLIO(5) Seeks long-term growth of capital. o Janus Capital Management LLC ----------------------------------------------------------------------------------------------------------------------------------- WORLDWIDE PORTFOLIO Seeks long-term growth of capital.(6) o Janus Capital Management LLC -----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------- OPPENHEIMER VARIABLE ACCOUNT INVESTMENT MANAGER (OR SUB-ADVISER(S), FUNDS - SERVICE CLASS OBJECTIVE AS APPLICABLE) ----------------------------------------------------------------------------------------------------------------------------------- OPPENHEIMER GLOBAL Seeks long-term capital appreciation by o OppenheimerFunds, Inc. SECURITIES FUND/VA investing a substantial portion of its assets in securities of foreign issuers, "growth-type" companies, cyclical industries and special situations that are considered to have appreciation possibilities. -----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------- PIMCO VARIABLE INSURANCE TRUST - INVESTMENT MANAGER (OR SUB-ADVISER(S), ADMINISTRATIVE CLASS OBJECTIVE AS APPLICABLE) ----------------------------------------------------------------------------------------------------------------------------------- GLOBAL BOND PORTFOLIO Seeks to maximize total return, consistent o Pacific Investment Management (UNHEDGED) with preservation of capital and prudent Company, LLC investment management. -----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------- PROFUNDS VP INVESTMENT MANAGER (OR SUB-ADVISER(S), PORTFOLIO NAME OBJECTIVE AS APPLICABLE) ----------------------------------------------------------------------------------------------------------------------------------- PROFUND VP BEAR Seeks daily investment results, before fees o ProFund Advisors, LLC and expenses, that correspond to the inverse (opposite) of the daily performance of the S&P 500 Index. ----------------------------------------------------------------------------------------------------------------------------------- PROFUND VP RISING RATES Seeks daily investment results, before fees o ProFund Advisors, LLC OPPORTUNITY and expenses, that correspond to the one and one-quarter times (125%) the inverse (opposite) of the daily price movement of the most recently issued 30-year U.S. Treasury Bond ("Long Bond"). ----------------------------------------------------------------------------------------------------------------------------------- PROFUND VP ULTRABULL Seeks daily investment results, before fees o ProFund Advisors, LLC and expenses that correspond to twice (200%) the daily performance of the S&P 500 Index. -----------------------------------------------------------------------------------------------------------------------------------
(1) The "AXA Allocation" portfolios. (2) This Portfolio will become available on or about May 20, 2011. (3) Effective on or about May 20, 2011, subject to regulatory and shareholder approvals, interests in the EQ/Large Cap Value Index (the "surviving option") will replace interests in the EQ/Lord Abbett Growth and Income (the "replaced" option). We will move the assets from the replaced option into the surviving option on the date of the scheduled merger. The value of your interest in the surviving option will be the same as it was in the replaced option. We will also automatically direct any contributions made to a replaced option to the surviving option. Any allocation election to a replaced option will be considered as an allocation election to the surviving option. (4) This is the Portfolio's new name, effective on or about May 20, 2011, subject to regulatory approval. The Portfolio's former name was EQ/International Growth. (5) Unlike the other Funds, the Janus Aspen Forty Portfolio is a nondiversified, open-end management investment company. A nondiversified Fund may hold a larger position in a smaller number of securities than a diversified Fund. This means that a single security's increase or decrease in value may have a greater impact on the return and net asset value of a nondiversified Fund than a diversified Fund. (6) This is the Portfolio's new investment objective effective May 16, 2011. See the Trust's Prospectus for information regarding its investment objective prior to May 16, 2011. YOU SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS AND CHARGES AND EXPENSES OF THE PORTFOLIOS CAREFULLY BEFORE INVESTING. SHARE CLASSES, WHERE APPLICABLE, ARE DEFINED IN THE CORRESPONDING FUND PROSPECTUS. THE PROSPECTUSES FOR THE FUND CONTAIN THIS AND OTHER IMPORTANT INFORMATION ABOUT THE PORTFOLIOS. THE PROSPECTUSES SHOULD BE READ CAREFULLY BEFORE INVESTING. IN ORDER TO OBTAIN COPIES OF FUND PROSPECTUSES THAT DO NOT ACCOMPANY THIS PROSPECTUS, YOU MAY CALL ONE OF OUR CUSTOMER SERVICE REPRESENTATIVES AT 1-800-487-6669. Each Owner should periodically review their allocation of Purchase Payments and Fund Value among the subaccounts and the Guaranteed Interest Account with Market Value Adjustment in light of their current objectives, the current market conditions, and the risks of investing in each of the Funds' various portfolios. A full description of the objectives, policies, restrictions, risks and expenses for each of the Funds' portfolios can be found in the prospectus for each of the Funds. PURCHASE OF PORTFOLIO SHARES BY MONY AMERICA VARIABLE ACCOUNT A MONY America Variable Account A will buy and redeem shares from the Funds at net asset value. Shares will be redeemed when needed for the Company to: o collect charges under the Contracts; o pay Cash Value on full surrenders of the Contract; o fund partial surrenders; o provide benefits under the Contracts; and THE FUNDS 14 o transfer assets from one subaccount to another or between one or more subaccounts of MONY America Variable Account A and the Guaranteed Interest Account with Market Value Adjustment as requested by Owners. Any dividend or capital gain distribution received from a portfolio of a Fund will be: o reinvested immediately at net asset value in shares of that portfolio; and o kept as assets of the corresponding subaccount. -------------------------------------------------------------------------------- CASH VALUE -- The Contract's Fund Value, less (1) any applicable surrender charge, (2) any outstanding debt, and (3) any applicable market value adjustment. -------------------------------------------------------------------------------- Shares of the Funds are not sold directly to the general public. They are sold to the Company, and may be sold to other insurance companies that issue variable annuity and variable life insurance contracts. In addition, they may be sold to retirement plans. When a Fund sells shares in any of its portfolios both to variable annuity and to variable life insurance company separate accounts, it engages in mixed funding. When a Fund sells shares in any of its portfolios to separate accounts of unaffiliated life insurance companies, it engages in shared funding. Each Fund may engage in mixed and shared funding. Therefore, due to differences in redemption rates or tax treatment, or other considerations, the interests of various shareholders participating in a Fund could conflict. The Board of Directors or Trustees of each of the Funds monitors the respective Fund for the existence of material irreconcilable conflict between the interests of variable annuity Owners and variable life insurance Owners. The Boards shall report any such conflict to the boards of the Company and its affiliates. The Boards of Directors of the Company and its affiliates have agreed to be responsible for reporting any potential or existing mixed and shared funding conflicts to the Directors and Trustees of each of the relevant Funds. The Boards of Directors of the Company and its affiliates will remedy any conflict at their own cost. The remedy may include establishing a new registered management investment company and segregating the assets underlying the variable annuity contracts and the variable life insurance contracts. The investment objectives and policies of certain portfolios are similar to the investment objectives and policies of other portfolios that may be managed by the same investment adviser or manager. The investment results of the portfolios, however, may be higher or lower than the results of such other portfolios. There can be no assurance, and no representation is made that the investment results of any of the portfolios will be comparable to the investment results of any other portfolio, even if the other portfolio has the same investment adviser or manager, or if the other portfolio has a similar name. 15 THE FUNDS 4. DETAILED INFORMATION ABOUT THE CONTRACT -------------------------------------------------------------------------------- The Fund Value in MONY America Variable Account A and in the Guaranteed Interest Account with Market Value Adjustment provide many of the benefits of your Contract. The information in this section describes the benefits, features, charges and major provisions of the Contract and the extent to which those depend upon the Fund Value, particularly the Fund Value in MONY America Variable Account A. There may be differences in your Contract, such as differences in fees, charges and benefits because of the state where we issued your Contract. We will include any such differences in your Contract. PAYMENT AND ALLOCATION OF PURCHASE PAYMENTS ISSUANCE OF THE CONTRACT Disclosure regarding contract issuance and minimum initial Purchase Payments is for informational purposes only. This Contract is no longer available to new purchasers. The Contract is between you and the Company. The Contract is not an investment advisory account, and the Company is not providing any investment advice or managing the allocations under your Contract. In the absence of a specific written arrangement to the contrary, you as the owner of the Contract, have the sole authority to make investment allocations and other decisions under the Contract. Your AXA Advisors' financial professional is acting as a broker-dealer registered representative, and is not authorized to act as an investment advisor or to manage the allocations under your Contract. If your financial professional is a registered representative with a broker-dealer other than AXA Advisors, you should speak with him/her regarding any different arrangements that may apply. Individuals who want to buy a Contract must: (1) Complete an application; (2) Personally deliver the application to; (a) a licensed agent of the Company who is also a registered representative of AXA Advisors, LLC or AXA Distributors, LLC (together, the "Distributors") who act as the principal underwriters for the Contracts, or (b) a licensed agent who is also a registered representative of a broker dealer which had been authorized by the Distributors to sell the Contract; and (3) Pay the minimum initial Purchase Payment. If we receive a completed application and all other information necessary for processing a purchase order at our Operations Center, we will apply your initial Purchase Payment no later than two Business Days after we receive the order. While attempting to finish an incomplete application, we may hold your initial Purchase Payment for no more than five Business Days. If an incomplete application cannot be completed within those five days, we will inform you of the reasons, and will return your Purchase Payment immediately (unless you specifically authorize us to keep it until the application is complete). Once you complete your application, we must apply the initial Purchase Payment within two Business Days. We will apply any additional Purchase Payments you make on the Business Day we receive them at our Operations Center. The Contract may be used with certain tax qualified plans. The Contract includes attributes such as tax deferral on accumulated earnings. Qualified retirement plans provide their own tax deferral benefit; the purchase of this Contract does not provide additional tax deferral benefits beyond those provided in the Qualified Plan. Accordingly, if you are purchasing this Contract, you should purchase it for its death benefit, annuity benefits, and other non-tax related benefits. Please consult a tax adviser for information specific to your circumstances in order to determine whether the Contract is an appropriate investment for you. The minimum initial Purchase Payment for individuals varies depending upon the use of the Contract and the method of purchase. The chart below shows the minimum initial Purchase Payment for each situation. DETAILED INFORMATION ABOUT THE CONTRACT 16
---------------------------------------------------------------------------------------------------------------------------------- USE OF CONTRACT OR METHOD OF MAKING PURCHASE PAYMENT MINIMUM INITIAL PURCHASE PAYMENT ---------------------------------------------------------------------------------------------------------------------------------- Individual retirement accounts and annuities under Section 408 of the $2,000 Code (other than Simplified Employee Pensions), including Roth IRAs under Section 408A of the Code ---------------------------------------------------------------------------------------------------------------------------------- Non-Qualified Contracts $2,000 ---------------------------------------------------------------------------------------------------------------------------------- H.R. 10 plans (self-employed individuals' retirement plans under Section $ 600 401 of the Code), certain corporate or association retirement plans, and Simplified Employee Pensions under Section 408 of the Code ---------------------------------------------------------------------------------------------------------------------------------- Annuity purchase plans sponsored by certain tax-exempt organizations, $ 600 governmental entities and deferred compensation plans under Section 457 of the Code ---------------------------------------------------------------------------------------------------------------------------------- Payroll deduction and automatic checking account withdrawal plans Annualized rate of $600 (i.e., $600 per year, $300 semiannually, $150 quarterly or $50 per month) ---------------------------------------------------------------------------------------------------------------------------------- Government Allotment Plans $50 per month ----------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------- GOVERNMENT ALLOTMENT PLANS -- Payroll deduction plans used for financial products by government employees. -------------------------------------------------------------------------------- Additional Purchase Payments may be made at any time before the Annuity starting date as long as the Annuitant is living. However, for certain automatic payment plans, the smallest additional payment is $50. The Company reserves the right to revise its rules from time to time to specify different minimum Purchase Payments for such plans. In addition, the prior approval of the Company is needed before it will accept a Purchase Payment if, with that Payment, that would cause Cumulative Purchase Payments, less any partial surrenders and their surrender charges and market value adjustment, to exceed $1,500,000. The Company reserves the right to reject an application for any reason permitted by law. Net Purchase Payments received before the Effective Date will be held in the Company's General Account and will be credited with interest at not less than 3.50% per year if: (1) the Contract is issued by the Company, and (2) the Contract is delivered to the Owner. No interest will be paid if the Contract is not issued or if it is declined by the Owner. These amounts will be held in the General Account pending end of the right to return contract period. (See below.) -------------------------------------------------------------------------------- EFFECTIVE DATE -- The date the contract begins as shown in the Contract. -------------------------------------------------------------------------------- TAX-FREE "SECTION 1035" EXCHANGES This information is no longer applicable to the purchase of these Contracts as these Contracts are no longer available to new purchasers. The Owner can generally exchange one annuity contract for another in a "tax-free exchange" under Section 1035 of the Internal Revenue Code. Similar rules may apply to changing the funding vehicle in a Qualified Plan. Before making the exchange, the Owner should compare both contracts carefully. Remember that if you exchange another contract for the one described in this prospectus, you might have to pay a surrender charge on the old contract. There will be a new surrender charge period for this Contract and other charges may be higher (or lower) and the benefits may be different. If the exchange does not qualify for Section 1035 treatment, the Owner may have to pay federal income tax, and penalty taxes on the exchange. The Owner should not exchange another contract for this one unless he or she determines, after knowing all the facts, that the exchange is in the Owner's best interest and not just better for the person trying to sell the Owner this Contract (that person will generally earn a commission if the Owner buys this Contract through an exchange or otherwise). RIGHT TO RETURN CONTRACT PROVISION This information is no longer applicable, as these contracts are no longer available to new purchasers. The Owner may return the Contract during the right to return contract period (usually within 10 days of the delivery date). The Contract must be returned to the Company or any agent of the Company. When the Company receives the Contract, it will be voided as if it were never in effect. The amount to be refunded is equal to the Purchase Payments received by the Company less any partial surrender you made. During the right to return contract period, Purchase Payments will be retained in the Company's General Account and will earn interest at a rate not less than 3.50% per year. If you have not returned the Contract at the end of the right to return contract period, we transfer the Net Purchase Payments with interest to the subaccounts and/or the Guaranteed Interest Account. For contracts issued in the State of Washington, an additional 10% penalty will be added to any Purchase Payment refund due that is not paid within 30 days of return of the Contract to the Company. For contracts issued in the State of Oklahoma, if payment is delayed more than 30 days, the Company will pay interest on the proceeds at a rate required by Oklahoma law. ALLOCATION OF PURCHASE PAYMENTS AND FUND VALUE ALLOCATION OF PAYMENTS. On the application, the Owner may allocate Net Purchase Payments to any of the available subaccounts of MONY America Variable Account A or to the Guaranteed Interest Account with Market Value Adjustment. Net Purchase Payments (and any interest thereon) are held in the General Account if they are received before the end of the right to return contract period. The Net Purchase Payments will earn interest at a rate not less than 3.50% per year beginning on the later of: (1) the Effective Date of the Contract, or (2) the date the Payment is received at the Company's Operations Center. 17 DETAILED INFORMATION ABOUT THE CONTRACT Net Purchase Payments will continue to earn 3.50% annual interest until the right to return contract period expires. (See "Right to return contract provision" above.) After the right to return contract period has expired, the Contract's Fund Value will automatically be transferred to MONY America Variable Account A subaccount(s) or to the Guaranteed Interest Account with Market Value Adjustment according to the Owner's allocation instructions. After the right to return contract period ends, under a non-automatic payment plan, if the Owner does not: (1) specify the amount to be allocated among subaccounts, or (2) specify the percentage to be allocated among subaccounts, or (3) the amount or percentage specified is incorrect or incomplete, the Net Purchase Payments will be allocated under the Owner's most recent instructions on record with the Company. The percentage specified must not be less than 10% of the Net Purchase Payment. For automatic payment plans, Net Purchase Payments will be allocated according to the Owner's most recent instructions on record. The Owner may change the specified allocation formula for future Net Purchase Payments at any time without charge by sending written notification to the Company at the Operations Center. Prior allocation instructions may also be changed by telephone, facsimile or via the Web subject to the rules of the Company and its right to terminate or modify telephone, facsimile or via the Web allocation. The Company reserves the right to deny any telephone, facsimile or via the Web allocation request. (See "Telephone/fax/web transactions.") Any such change, whether made in writing or by telephone, facsimile or via the Web, will be effective within 7 days of the date we receive notice of the change. Net Purchase Payments may be allocated in whole percentages to any of the available subaccounts and to the Guaranteed Interest Account. Allocations must be in whole percentages, and no allocation may be for less than 10% of a Net Purchase Payment. Allocation percentages must total 100%. Contracts issued in the states of Maryland, New Jersey, Oklahoma, Oregon, South Carolina, Texas and Washington and the Commonwealths of Massachusetts and Pennsylvania must maintain a minimum fund value balance of $2,500 in the Guaranteed Interest Account when an allocation to said account is chosen. CALCULATING UNIT VALUES FOR EACH SUBACCOUNT When allocated Purchase Payments are received they are credited to subaccounts of MONY America Variable Account A in the form of units. The number of units is determined by dividing the dollar amount allocated to a particular subaccount by the unit value for that subaccount for the Business Day on which the Purchase Payment is received. To determine the unit value of a subaccount on each 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 is used to measure the investment performance of a subaccount from one Business Day to the next. The Net Investment Factor for each subaccount equals: (1) the net asset value per share of each Fund held in the subaccount at the end of the current Business Day divided by (2) the net asset value per share of each Fund held in the subaccount at the end of the prior Business day, minus (3) the daily mortality and expense risk charge and any other applicable charges adjusted for the number of calendar days in the period. The unit value of these subaccounts may increase, decrease or remain the same from Business Day to Business Day. The unit value depends on the investment performance of the portfolio of the Fund in which the subaccount invests and any expenses and charges deducted from MONY America Variable Account A. The Owner bears the entire investment risk. Owners should periodically review their allocations of payments and values in light of market conditions and overall financial planning requirements. CALCULATION OF GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT FUND VALUE Net Purchase Payments to be allocated to the Guaranteed Interest Account with Market Value Adjustment will be credited to the Accumulation Period chosen by the Owner on: (1) the date received at the Operations Center, or (2) if the day Net Purchase Payments are received is not a Business Day, then on the next Business Day. Interest will be credited daily. CALCULATION OF FUND VALUE The Contract's Fund Value will reflect: o The investment performance of the selected subaccount(s) of MONY America Variable Account A; o Amounts credited (including interest) to the Guaranteed Interest Account with Market Value Adjustment; o Any amount in the loan account; o Any Net Purchase Payments; o Any transfer charges; o Any partial surrenders; and o All contract charges (including surrender charges and market value adjustments) imposed. There is no guaranteed minimum Fund Value, except to the extent Net Purchase Payments have been allocated to the Guaranteed Interest Account with Market Value Adjustment. Because a Contract's Fund Value at any future date will be dependent on a number of variables, it cannot be predetermined. The Fund Value will be computed first on the Effective Date and thereafter on each Business Day. On the Effective Date, the Contract's Fund Value will be the Net Purchase Payments received plus any interest credited on those Payments during the period when Net Purchase Payments are held in the General Account. (See "Issuance of the Contract.") After amounts allocated to the subaccounts are transferred from the General Account to MONY America Variable Account A, on each Business Day, the Contract's Fund Value will be computed as follows: (1) Determine the aggregate of the Fund Values attributable to the Contract in each of the subaccounts on that Business Day. This is done by multiplying the subaccount's unit value on that date, by the ~~number~~examples assume 9 months remain until Segment 1’s maturity date and 3 months remain until Segment 2’s maturity date.

~~Explanation of ~~subaccount units allocated to the Contract.~~formulas and derivation of Put Option Factors is provided in notes (1)-(3) below.~~

Division of MSO into Segments
Segment 1
(Distribution after 3 months)

Segment 2
(Distribution after 9 months)
   Total
Start Date
   3rd Friday of July, Calendar Year Y    3rd Friday of January, Calendar Year Y
Maturity Date
   3rd Friday of July, Calendar Year Y+1    3rd Friday of January, Calendar Year Y+1
Segment Term
   1 year    1 year
Valuation Date
   3rd Friday of October, Calendar Year Y    3rd Friday of October, Calendar Year Y
Initial Segment Account
   1,000    1,000    2,000
Remaining Segment Term
   9 months / 12 months = 9/12 = 0.75    3 months / 12 months = 3/12 = 0.25
Example I – The ~~computation of the Contract's Fund Value in the subaccount~~Index is done before any other Contract transactions on that Business Day. DETAILED INFORMATION ABOUT THE CONTRACT 18 (2) Add any amount credited to the Guaranteed Interest Account with Market Value Adjustment before that Business Day. This amount is the aggregate of all Net Purchase Payments allocated to the Guaranteed Interest Account with Market Value Adjustment and: o The addition of any interest credited. o Addition or subtraction of any amounts transferred. o Subtraction of any partial surrenders. o Subtraction of any contract charges, surrender charges, transfer charges, and any Market Value Adjustments (3) Add the value held in the loan account to secure contract loans and interest credited on that day on that amount; (4) Add any Net Purchase Payment received on that Business Day; (5) Subtract any partial surrender amount (reflecting any surrender charge and Market Value Adjustment) made on that Business Day; (6) Subtract any annual contract charge and/or transfer charge deductible on that Business Day. Regarding (1) above, for each subaccount we multiply the number of units credited to that subaccount by its unit value on that Business Day. The multiplication is done BEFORE the purchase or redemption of any units on that Business Day. If a transaction would ordinarily require that the Contract's Fund Value be computed for a day that is not a Business Day, the next following Business Day will be used. TRANSFERS. You may transfer the value of the Contract among the subaccounts after the right to return contract period has expired by sending a proper written request to the Company's Operations Center. Transfers may be made by telephone, facsimile or via the web if you have proper authorization. (See "Telephone/fax/web transactions.") Transfers from a subaccount will be executed at the net asset value next calculated by the Company if the transfer instruction is received and acknowledged by 4:00 p.m., Eastern Time on a day on which the New York Stock Exchange is open for business. If the New York Stock Exchange is not open for business on the day of receipt, the transfer instruction will be executed at the net asset value calculated at the close of business on the first day thereafter on which the New York Stock Exchange is open for business. Such transfers are subject to the Company's rules and conditions for such privilege. Currently, there are no limitations on the number of transfers between subaccounts. Our current transfer restrictions are set forth in the "Disruptive transfer activity" section below. Transfers among, to and from subaccounts may be postponed for any period during which: (1) the New York Stock Exchange is closed other than customary weekend and holiday closings, or (2) trading on the New York Stock Exchange is restricted as determined by the Securities and Exchange Commission, or (3) an emergency exists as a result of which disposal of securities held by the Fund is not reasonably practicable or it is not reasonably practicable to determine the value of the net assets of the Fund. A transfer charge is not currently imposed on transfers. (See "Charges against fund value -- Transfer charge.") However, the Company reserves the right to impose a charge which will not exceed $25 per transfer (except for contracts issued in the states of South Carolina and Texas where it will not exceed $10). If imposed the charge will be deducted from the first subaccount(s) or the Guaranteed Interest Account with Market Value Adjustment Accumulation Period you designate funds to be transferred from. This charge is in addition to the amount transferred. All transfers in a single request are treated as one transfer transaction. A transfer resulting from the first reallocation of Fund Value at the end of the right to return contract period and transfers made at the end of an Accumulation Period of amounts allocated to the Guaranteed Interest Account with Market Value Adjustment (see below) will not be subject to a transfer charge. Under present law, transfers are not taxable transactions. -------------------------------------------------------------------------------- EFFECTIVE DATE -- The date shown as the Effective Date of the Contract. -------------------------------------------------------------------------------- TRANSFERS INVOLVING THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT. Transfers may be made from the Guaranteed Interest Account with Market Value Adjustment at any time, but, if they are made before the end of the 3, 5, 7, or 10 year accumulation period there will be a market value adjustment for contracts issued in most states. If the transfer request is received within 30 days before the end of the Accumulation Period, no market value adjustment will apply. Contracts issued in Maryland, New Jersey, Oklahoma, South Carolina, Texas and Washington and the Commonwealths of Massachusetts and Pennsylvania, to the extent the Owner allocates investments to the Guaranteed Interest Account, must maintain a minimum Fund Value in the Guaranteed Interest Account of $2,500. Please see "Payment and allocation of Purchase Payments" earlier in this section for more information about your role in managing your allocations. PORTFOLIO REBALANCING Our portfolio rebalancing program can help prevent a well-conceived investment strategy from becoming diluted over time. Investment performance will likely cause the allocation percentages you originally selected to shift. With this program, you may instruct us to periodically reallocate values in your Contract. The program does not guarantee an investment gain or protect against an investment loss. You may elect or terminate the rebalancing program at any time. You may also change your allocations under the program at any time. Requesting a transfer while enrolled in our rebalancing program will automatically terminate your participation in the program. This means that your account will no longer be rebalanced on a periodic basis. You must provide us with written instructions if you wish your account to be rebalanced in the future. TELEPHONE/FAX/WEB TRANSACTIONS Prior allocation instructions may be changed or transfers requested by telephone, fax or via the web subject to the Company's guidelines (which we believe to be reasonable) and the Company's right to modify or terminate the telephone/fax/web privilege. The Company reserves the right to deny any telephone, fax or web request. If all telephone lines are busy or the internet is not available (for example, during periods of substantial market fluctuations), Owners may be unable to request telephone, fax or web allocation changes or transfers by telephone, fax or web. In such cases, an Owner would submit a written request. 19 DETAILED INFORMATION ABOUT THE CONTRACT We have adopted guidelines relating to changes of allocations and transfers by telephone, fax or the web which, among other things, outlines procedures designed to prevent unauthorized instructions. If the Owner does not follow these procedures: (1) the Company shall not be liable for any loss as a result of following fraudulent telephone, fax or web instructions; and (2) the Owner will, therefore, bear the entire risk of loss due to fraudulent telephone, fax or web instructions. A copy of the guidelines and our form for electing telephone/facsimile transfer privileges is available from your financial professional or by calling us at 1-800-487-6669, Monday through Friday, 9 a.m. to 5 p.m., Eastern Time. Web transfer privileges and a copy of the guidelines and forms are available online at www.axaonline.com. The telephone or fax allocation and transfer privileges may also be elected by completing the telephone or fax authorization. The Company's form or a Contract application with a completed telephone or fax authorization must be signed and received at the Company's Operations Center before telephone or fax allocation instructions will be accepted. To elect web allocation and transfer privileges, you must log on to www.axaonline.com, and register for online account access. This online application must be electronically signed and received by the Company via the internet before web transaction instructions will be accepted. SPECIAL NOTE ON RELIABILITY. Please note that the internet and our telephone system may not always be available. Any system, whether it is yours, your service provider's, or your registered representative's, can experience unscheduled outages or slowdowns for a variety of reasons. These outages or slowdowns may delay or prevent our processing of your request. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances. If you are experiencing problems, you can make your transactions by writing our Operations Center. DISRUPTIVE TRANSFER ACTIVITY You should note that the Contract is not designed for professional "market timing" organizations, or other organizations or individuals engaging in a market timing strategy. The Contract is not designed to accommodate programmed transfers, frequent transfers or transfers that are large in relation to the total assets of the underlying portfolio. Frequent transfers, including market timing and other program trading or short-term trading strategies, may be disruptive to the underlying portfolios in which the subaccounts invest. Disruptive transfer activity may adversely affect performance and the interests of long-term investors by requiring a portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, a portfolio may have to sell its holdings to have the cash necessary to redeem the market timer's investment. This can happen when it is not advantageous to sell any securities, so the portfolio's performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because a portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of portfolio investments may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to effect more frequent purchases and sales of portfolio securities. Similarly, a portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. Portfolios that invest a significant portion of their assets in foreign securities or the securities of small- and mid-capitalization companies tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than portfolios that do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. markets. Securities of small- and mid-capitalization companies present arbitrage opportunities because the market for such securities may be less liquid than the market for securities of larger companies, which could result in pricing inefficiencies. Please see the prospectuses for the underlying portfolios for more information on how portfolio shares are priced. We currently use the procedures described below to discourage disruptive transfer activity. You should understand, however, that these procedures are subject to the following limitations: (1) they primarily rely on the policies and procedures implemented by the underlying portfolios; (2) they do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity; and (3) the design of market timing procedures involves inherently subjective judgments, which we seek to make in a fair and reasonable manner consistent with the interests of all policy and contract owners. We currently require that any transfer request that would result in an aggregated transfer amount of $250,000 or more in a single day must be submitted in writing to our customer service office by U.S. mail (first class). Overnight mail is not permitted for those transfer requests. We monitor the $250,000 daily threshold on a monthly basis and combine transfer activities for all Contracts with the same or related owner. We do not permit exceptions to this policy. We may change this policy, and any new or revised policy will apply to all Contractholders uniformly. We offer subaccounts with underlying portfolios that are part of the AXA Premier VIP Trust and EQ Advisors Trust, as well as subaccounts with underlying portfolios of outside trusts with which AXA Equitable has entered participation agreements (the "unaffiliated trusts" and, collectively with AXA Premier VIP Trust and EQ Advisors Trust, the "trusts"). The trusts have adopted policies and procedures regarding disruptive transfer activity. They discourage frequent purchases and redemptions of portfolio shares and will not make special arrangements to accommodate such transactions. They aggregate inflows and outflows for each portfolio on a daily basis. On any day when a portfolio's net inflows or outflows exceed an established monitoring threshold, the trust obtains from us contract owner trading activity. The affiliated trusts currently consider transfers into and out of (or vice versa) the same subaccount within a five business day period as potentially disruptive transfer activity. When a Contract is identified in connection with potentially disruptive transfer activity for the first time, a letter is sent to the Contract owner explaining that there is a policy against disruptive transfer activity and that if such activity continues certain transfer privileges may be eliminated. If and when the contract owner is identified a second time as engaged in potentially disruptive transfer activity under the Contract, we currently prohibit the use of voice, fax and automated transaction services. We currently apply such action for the remaining life of each affected contract. We or a trust may change the definition of potentially disruptive transfer activity, the monitoring procedures and thresholds, any notification procedures, and the procedures to restrict DETAILED INFORMATION ABOUT THE CONTRACT 20 this activity. Any new or revised policies and procedures will apply to all contract owners uniformly. We do not permit exceptions to our policies restricting disruptive transfer activity. Each unaffiliated trust may have its own policies and procedures regarding disruptive transfer activity. If an unaffiliated trust advises us that there may be disruptive activity from one of our contract owners, we will work with the unaffiliated trust to review contract owner trading activity. Each trust reserves the right to reject a transfer that it believes, in its sole discretion, is disruptive (or potentially disruptive) to the management of one of its portfolios. Please see the prospectuses for the trusts for more information. It is possible that a trust may impose a redemption fee designed to discourage frequent or disruptive trading by contract owners. As of the date of this prospectus, the trusts had not implemented such a fee. If a redemption fee is implemented by a trust, that fee, like any other trust fee, will be borne by the contract owner. Contract owners should note that it is not always possible for us and the underlying trusts to identify and prevent disruptive transfer activity. In addition, because we do not monitor for all frequent trading at the separate account level, contract owners may engage in frequent trading which may not be detected, for example, due to low net inflows or outflows on the particular day(s). Therefore, no assurance can be given that we or the trusts will successfully impose restrictions on all potentially disruptive transfers. Because there is no guarantee that disruptive trading will be stopped, some contract owners may be treated differently than others, resulting in the risk that some contract owners may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity. The potential effects of frequent transfer activity are discussed above. TERMINATION OF THE CONTRACT The Contract will remain in effect until the earlier of: (1) the date the Contract is surrendered in full, (2) the date annuity payments start, (3) the Contract Anniversary on which, after deduction for any annual contract charge then due, no Fund Value in the subaccounts and the Guaranteed Interest Account with Market Value Adjustment remains in the Contract, or (4) the date the death benefit is payable under the Contract. 21 DETAILED INFORMATION ABOUT THE CONTRACT 5. DESCRIPTION OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT -------------------------------------------------------------------------------- GENERAL The Guaranteed Interest Account with Market Value Adjustment is an allocation option available under the Contract. The Guaranteed Interest Account with Market Value Adjustment may not be available in every state jurisdiction. The guarantees associated with the Guaranteed Interest Account with Market Value Adjustment are borne exclusively by the Company. The guarantees associated with the Guaranteed Interest Account with Market Value Adjustment are legal obligations of the Company. Fund Values allocated to the Guaranteed Interest Account with Market Value Adjustment are held in the General Account of the Company. Amounts allocated to the General Account of the Company are subject to the liabilities arising from the business the Company conducts. The Company has sole investment discretion over the investment of the assets of its General Account. Owners having allocated amounts to a particular Accumulation Period of the Guaranteed Interest Account with Market Value Adjustment, however, will have no claim against any particular assets of the Company. The Guaranteed Interest Account with Market Value Adjustment provides for a Specified Interest Rate, which is a guaranteed interest rate that will be credited as long as any amount allocated to the Guaranteed Interest Account with Market Value Adjustment is not distributed for any reason prior to the Maturity Date of the particular Accumulation Period chosen by the Owner. Generally, a 3-year Accumulation Period offers guaranteed interest at a Specified Interest Rate over three years, a 5-year Accumulation Period offers guaranteed interest at a Specified Interest Rate over five years, and so on. Because the Maturity Date is the Monthly Contract Anniversary immediately prior to the 3, 5, 7 or 10 year anniversary of the start of the Accumulation Period, the Accumulation Period may be up to 31 days shorter than the 3, 5, 7 or 10 years, respectively. Although the Specified Interest Rate will continue to be credited as long as Fund Value remains in an Accumulation Period of the Guaranteed Interest Account with Market Value Adjustment prior to the Maturity Date of that Accumulation Period, surrenders or transfers (including transfers to the Loan Account as a result of a request by the Owner for a Loan) will be subject to a Market Value Adjustment, as described below. Market Value Adjustments do not apply upon annuitization under Settlement Option 3 or 3A. Market Value Adjustments do not apply for partial or full surrenders or transfers requested within 30 days before the end of the Accumulation Period, nor to any benefits paid upon the death of the Annuitant. The Market Value Adjustment does apply to benefits paid upon death of the Owner. Market Value Adjustments also do not apply to contracts issued in certain states. GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT The Guaranteed Interest Account with Market Value Adjustment is a part of the Company's General Account and consists of all the Company's assets other than assets allocated to segregated investment accounts of the Company, including MONY America Variable Account A. -------------------------------------------------------------------------------- MARKET VALUE ADJUSTMENT -- An amount added to or deducted from the amount surrendered or transferred from the Guaranteed Interest Account with Market Value Adjustment for contracts issued in certain states. ACCUMULATION PERIOD -- Currently 3, 5, 7 and 10 years. The Period starts on the Business Day that falls on, or next follows the date the Purchase Payment is transferred into the Guaranteed Interest Account with Market Value Adjustment and ends on the monthly contract anniversary immediately prior to the last day of that Period. (THE ACCUMULATION PERIOD IS LIMITED TO ONE YEAR FOR CONTRACTS ISSUED IN THE STATES OF MARYLAND, NEW JERSEY, OKLAHOMA, OREGON, SOUTH CAROLINA, TEXAS, WASHINGTON AND THE COMMONWEALTHS OF MASSACHUSETTS AND PENNSYLVANIA.) CONTRACT YEAR -- Any period of twelve (12) months commencing with the Effective Date and each Contract Anniversary thereafter. CONTRACT ANNIVERSARY -- An anniversary of the Effective Date of the Contract. GENERAL ACCOUNT -- The General Account of the Company which consists of all of the Company's assets other than those assets allocated to the Company's separate accounts. -------------------------------------------------------------------------------- ALLOCATIONS TO THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT There are three sources from which allocations to the Guaranteed Interest Account with Market Value Adjustment may be made: (1) an initial Purchase Payment made under a Contract may be wholly or partially allocated to the Guaranteed Interest Account with Market Value Adjustment; (2) a subsequent or additional Purchase Payment made under a Contract may be partially or wholly allocated to the Guaranteed Interest Account with Market Value Adjustment; and (3) amounts transferred from Subaccounts available under the Contract may be wholly or partially allocated to the Guaranteed Interest Account with Market Value Adjustment. There is no minimum amount of any allocation of either Purchase Payments or transfers of Fund Value to the Guaranteed Interest Account with Market Value Adjustment. The 1-year Accumulation Period (which is limited to certain states in which there is no Market Value Adjustment), requires the Guaranteed Interest Account to have a minimum Fund Value of $2,500 when an allocation to said account is chosen. SPECIFIED INTEREST RATES AND THE ACCUMULATION PERIODS SPECIFIED INTEREST RATES The Specified Interest Rate, at any given time, is the rate of interest guaranteed by the Company to be credited to allocations made to the Accumulation Period for the Guaranteed Interest Account with Market Value Adjustment chosen by the Owner, so long as no portion of the DESCRIPTION OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT 22 allocation is distributed for any reason prior to the Maturity Date of the Accumulation Period. Different Specified Interest Rates may be established for the four different Accumulation Periods which are currently available (3, 5, 7 and 10 years). (The Accumulation Period is limited to one year for contracts issued in the states of Maryland, New Jersey, Oklahoma, Oregon, South Carolina, Texas and Washington and the Commonwealths of Massachusetts and Pennsylvania.) 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 3.50%. OWNERS BEAR THE RISK THAT THE SPECIFIED INTEREST RATE WILL NOT EXCEED THE GUARANTEED MINIMUM RATE. The period of time during which a particular Specified Interest Rate is in effect for new allocations to the then available Accumulation Periods is referred to as the Investment Period. All allocations made to an Accumulation Period during an Investment Period are credited with the Specified Interest Rate in effect. An Investment Period ends only when a new Specified Interest Rate relative to the Accumulation Period in question is declared. Subsequent declarations of new Specified Interest Rates have no effect on allocations made to Accumulation Periods during prior Investment Periods. All such prior allocations will be credited with the Specified Interest Rate in effect when the allocation was made for the duration of the Accumulation Period selected. Information concerning the Specified Interest Rates in effect for the various Accumulation Periods can be obtained by contacting an agent of the Company who is also a registered representative of AXA Advisors, LLC or by calling the following toll free telephone number: (800) 487-6669. The Specified Interest Rate is credited on a daily basis to allocations made to an Accumulation Period elected by the Owner, resulting in an annual effective yield which is guaranteed by the Company, unless amounts are surrendered, transferred or paid out on death of Annuitant from that Accumulation Period for any reason prior to the Maturity Date for that Accumulation Period. The Specified Interest Rate will be credited for the entire Accumulation Period. If amounts are surrendered or transferred from the Accumulation Period for any reason prior to the Maturity Date, a Market Value Adjustment will be applied to the amount surrendered or transferred. CREDITING OF INTEREST The entire initial Purchase Payment always earns interest at a rate not less than 3.50% per year until the end of the right to return contract period. When the right to return contract period ends, the entire initial Purchase Payment plus interest earned is transferred to the selected subaccounts and/or Guaranteed Interest Account with Market Value Adjustment accumulation periods. Any Net Purchase Payments you as Owner of the Contract allocate to the Guaranteed Interest Account with Market Value Adjustment will be credited with interest at the rate declared by the Company for the specified period selected. The Company guarantees that the rate credited will not be less than 3.50% annually (0.0094%, compounded daily). You bear the risk that we will not declare an annual interest rate in excess of 3.50% per year. If you allocate Purchase Payments (or transfer fund value) to the Guaranteed Interest Account with Market Value Adjustment, you will choose between Accumulation Periods of 3, 5, 7, or 10 years for Contracts issued in most states. The Accumulation Period is limited to one year for contracts issued in the states of Maryland, New Jersey, Oklahoma, Oregon, South Carolina, Texas and Washington and the Commonwealths of Massachusetts and Pennsylvania. Before the beginning of each calendar month, the Company will declare interest rates for each period, if those rates will be higher than the guaranteed rate. Each interest rate declared by the Company will be applicable for all Net Purchase Payments received or transfers from MONY America Variable Account A completed within the period during which it is effective. Amounts you allocate to the Accumulation Period you select will receive this interest rate for the entire Accumulation Period. Within 45 days, but not less than 15 days before the Accumulation Period expires, we will notify you of the new rates we are then declaring. When the period expires you can (1) elect a new Accumulation Period of 3, 5, 7, or 10 years (except in certain states where the Accumulation Period is limited to a one year period) or (2) you may elect to transfer the amounts allocated to the expiring Accumulation Period to MONY America Variable Account A. If you make no election within 30 days of the end of an Accumulation Period, the entire amount allocated to the expiring Accumulation Period will automatically be held for an Accumulation Period of the same length. If that period will extend beyond the annuity starting date or if that period is no longer offered, the money will be transferred into the Money Market subaccount. ACCUMULATION PERIODS For each Accumulation Period, the Specified Interest Rate in effectdown 10% at the time of the ~~allocation to that Accumulation Period~~Early Distribution Adjustment
Change in Index Value    –10%    –10%    Total
Put Option Factor
   0.079765    0.045706
Early Distribution Adjustment

Put Option Component:
1000 * 0.079765 = 79.77

Put Option Component:
1000 * 0.045706 = 45.71
   125.47
Segment Distribution Value
   1000 – 79.77 = 920.23    1000 – 45.71 = 954.29    1,874.53
Total % change in Segment Account Value due to the EDA    -8.0%    -4.6%
Example II – The Index is guaranteed. An Accumulation Period always ends on a Maturity Date, which is the Monthly Contract Anniversary immediately prior to the 3, 5, 7 or 10 year anniversary of the start of the Accumulation Period. Therefore, the Specified Interest Rate may be credited for up to 31 days less than the full 3, 5, 7 or 10 years. (The Accumulation Period is limited to one year for contracts issued in the states of Maryland, New Jersey, Oklahoma, Oregon, South Carolina, Texas and Washington and the Commonwealths of Massachusetts and Pennsylvania.) For example, if the Effective Date of a Contract is August 10, 2000 and an allocation is made to a 10 year Accumulation Period on August 15, 2000 and the funds for a new Purchase Payment are received on that day, the Accumulation Period will begin on August 15, 2000 and end on August 10, 2010, during which period the Specified Interest Rate will be credited. All Accumulation Periods for the 3, 5, 7, and 10 year Accumulation Periods, respectively, will be determined in a manner consistent with the foregoing example. END OF ACCUMULATION PERIODS At least fifteen days and at most forty-five days prior to the end of an Accumulation Period, the Company will send notice to the Owner of the impending Maturity Date. The notice will include the projected 23 DESCRIPTION OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT Fund Value held in the Accumulation Period on the Maturity Date and will specify the various options Owners may exercise with respect to the Accumulation Period: (1) During the thirty-day period before the Maturity Date, the Owner may wholly or partially surrender the Fund Value held in that Accumulation Period without a Market Value Adjustment; however, Surrender Charges under the Contract, if applicable, will be assessed. (2) During the thirty-day period before the Maturity Date, the Owner may wholly or partially transfer the Fund Value held in that Accumulation Period, without a Market Value Adjustment, to any Subaccount then available under the Contract or may elect that the Fund Value held in that Accumulation Period be held for an additional Accumulation Period of the same number of years or for another Accumulation Period of a different number of years which may at the time be available. A confirmation of any such transfer or election will be sent immediately after the transfer or election is processed. (3) If the Owner does not make an election within thirty days following the Maturity Date, the entire Fund Value held in the maturing Accumulation Period will be transferred to an Accumulation Period of the same number of years as the Accumulation Period which matured. The start of the new Accumulation Period is the ending date of the previous Accumulation Period. However, if that period would extend beyond the Annuity Starting Date of the Contract or if that period is not then made available by the Company, the Fund Value held in the maturing Accumulation Period will be automatically transferred to the Money Market Subaccount at the end of the Maturity Period. A confirmation will be sent immediately after the automatic transfer is executed. During the thirty day period following the Maturity Date, and prior to any of the transactions set forth in (1), (2), or (3) above, the Specified Value held in the maturing Accumulation Period will continue to be credited with the Specified Interest Rate in effect before the Maturity Date. SURRENDERS, TRANSFERS OR LOANS When you as Owner request that Contract Fund Value from the Guaranteed Interest Account with Market Value Adjustment be transferred to MONY America Variable Account A, surrendered, loaned to you, or used to pay any charge imposed in accordance with the Contract, you should tell the Company the source by interest rate Accumulation Period of amounts you request be transferred, surrendered, loaned, or used to pay charges. If you do not specify an Accumulation Period, your transaction will be processed using the Accumulation Periods in which money was most recently allocated. THE MARKET VALUE ADJUSTMENT GENERAL INFORMATION REGARDING THE MVA A surrender or transfer (including a transfer to the Loan Account as a result of a request by the Owner for a Loan) from the Guaranteed Interest Account with Market Value Adjustment prior to the Maturity Date of that particular Accumulation Period, will be subject to a Market Value Adjustment. A Market Value Adjustment will not apply upon annuitization under Settlement Option 3 or 3A, or upon payment of a death benefit. The Market Value Adjustment is determined by the multiplication of an MVA Factor by the Specified Value, or the portion of the Specified Value being surrendered or transferred (including transfers for the purpose of obtaining a Loan). The Specified Value is the amount of the allocation of Purchase Payments and transfers of Fund Value to an Accumulation Period of the Guaranteed Interest Account with Market Value Adjustment, plus interest accrued at the Specified Interest Rate minus prior distributions. The Market Value Adjustment may either increase or decrease the amount of the distribution. It will not apply to requests for transfer or full or partial surrenders received at our administrative office within 30 days before the end of the applicable Accumulation Period. The Market Value Adjustment is intended to approximate, without duplicating, the experience of the Company when it liquidates assets in order to satisfy contractual obligations. Such obligations arise when Owners request surrenders or transfers (including transfers for the purpose of obtaining a Loan). When liquidating assets, the Company may realize either a gain or a loss. A market value adjustment can increase or decrease the amounts surrendered or transferred from the Guaranteed Interest Account with Market Value Adjustment depending on current interest rate fluctuations. If prevailing interest rates are higher10% at the time of ~~a surrender or transfer (including transfers for~~ the purpose of obtaining a Loan) than the Specified Interest Rate in effect at the time the Accumulation Period commences, the Company will realize a loss when it liquidates assets in order to process a surrender or transfer (including transfers for the purpose of obtaining a Loan); therefore, application of the Market ValueEarly Distribution Adjustment under such circumstances will decrease the amount of the surrender or transfer (including transfers for the purpose of obtaining a Loan). Generally, if prevailing interest rates are lower than the Specified Interest Rate in effect at the time the Accumulation Period commences, the Company will realize a gain when it liquidates assets in order to process a surrender or transfer (including transfers for the purpose of obtaining a Loan); therefore, application of the MVA under such circumstances will generally increase the amount of the surrender or transfer (including transfers for the purpose of obtaining a Loan).
Change in Index Value    10%    10%    Total
Put Option Factor
   0.021492    0.002964

Put Option Component:
1000 * 0.021492 = 21.49

Put Option Component:
1000 * 0.002964 = 2.96

Early Distribution Adjustment
         24.46
Segment Distribution Value
   1000 – 21.49 = 978.51    1000 – 2.96 = 997.04    1,975.54
Total % change in Segment Account Value due to the EDA    -2.1%    -0.3%
23
Example III – The ~~Company measures the relationship between prevailing interest rates and the Specified Interest Rates it declares through the MVA Factor. The MVA Factor~~Index is described more fully below. THE MVA FACTOR The formula for determining the MVA Factor is: [(1+a)/(1+b)]((n-t)/12) - 1 Where: a = the Specified Interest Rate for the Accumulation Period from which the surrender, transfer or loan is to be taken; b = the Specified Interest Rate declared at the time a surrender or transfer is requested for an Accumulation Period equal to the time remaining in the Accumulation Period from which the surrender or transfer (including transfer to the Loan Account as a result of a request by the Owner for a Loan) is requested, plus 0.25%; n = the Accumulation Period from which the surrender or transfer occurs in months; and DESCRIPTION OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT 24 t = the number of elapsed months (or portion thereof) in the Accumulation Period from which the surrender or transfer occurs. If an Accumulation Period equal to the time remaining is not issued by the Company, the rate will be an interpolation between two available Accumulation Periods. If two such Accumulation Periods are not available, we will use the rate for the next available Accumulation Period. If the Company is no longer declaring rates on new payments, we will use Treasury yields adjusted for investment risk as the basis for the Market Value Adjustment. The MVA Factor shown above also accounts for some of the administrative and processing expenses incurred when fixed-interest investments are liquidated. This is represented in the addition of 0.25% in the MVA Factor. The MVA Factor will be multiplied by that portion of the Specified Value being surrendered, transferred, or distributed for any other reason. If the result is greater than zero, a gain will be realized by the Owner; if less than zero, a loss will be realized. If the MVA Factor is exactly zero, no gain or loss will be realized by the Owner. 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 MONY America 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,down 40% 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 gradeEarly Distribution Adjustment
Change in Index Value    –40%    –40%    Total
Put Option Factor
   0.303317    0.300557
Early Distribution Adjustment

Put Option Component:
1000 * 0.303317 = 303.32

Put Option Component:
1000 * 0.300557 = 300.56
   603.87
Segment Distribution Value
   1000 – 303.32 = 696.68    1000 – 300.56 = 699.44    1,396.13
Total % change in Segment Account Value due to the EDA    -30.3%    -30.1%
Example IV – The Index is up 40% 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~~Early Distribution Adjustment
Change in Index Value    40%    40%    Total
Put Option Factor
   0.001981    0.000008
Early Distribution Adjustment

Put Option Component:
1000 * 0.001981 = 1.98

Put Option Component:
1000 * 0.000008 = 0.01
   1.99
Segment Distribution Value
   1000 – 1.98 = 998.02    1000 – 0.01 = 999.99    1,998.01
Total % change in Segment Account Value due to the EDA    -0.2%    0.0%
(1)
Early Distribution Adjustment = (Segment Account Value) x [ (Put Option Factor) – (Number of days between Valuation Date and Maturity Date) /( Number of days between Start Date and Maturity Date) x ( 0.0090 / (1 – 0.0090) )].
(2)
Segment Distribution Value = (Segment Account Value) – (Early Distribution Adjustment).
(3)
Derivation of Put Option Factor: In practice, the Put Option Factor will be calculated based on a Black Scholes model, with input values which are consistent with current market prices. We will utilize implied volatility quotes – the standard measure used by the market to quote option prices – as an input to a Black Scholes model in order to derive the estimated market prices. The input values to the Black Scholes model that have been utilized to generate the hypothetical examples above are as follows: (1) Implied volatility – 25%; (2) OIS rate corresponding to remainder of segment term – 1.09% annually; (3) Index dividend yield – 2% annually.
[B.
Example of an Early Distribution Adjustment corresponding to a particular Accumulation Period of the Guaranteed Interest Account with Market Value Adjustment will not have a direct or indirect interest in these investments, nor will they have a claim against any particular assets of the Company. The overall investment performance of the General Account will not increase or decrease their claim against the Company. There is no specific formula for establishing Specified Interest Rates. The Specified Interest Rates declared by the Company for the various Accumulation Periods will not necessarily correspond to the performance of any group of assets of the General Account. We will consider certain factors in determining these rates, such as regulatory and tax environment, sales commissions, administrative expenses borne by us, and competitive factors. The Company's management will make the final determination of these rates. However, the Specified Interest Rate will never be less than 3.50%. 25 DESCRIPTION OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT 6. SURRENDERS -------------------------------------------------------------------------------- The Owner may elect to make a surrender of all or part of the Contract's Fund Value provided it is: o on or before the annuity payments start, and o during the lifetime of the Annuitant. Any such election shall specify the amount of the surrender. The surrender will be effective on the date a proper written request is received by the Company at its Operations Center. The amount of the surrender may be equal to the Contract's Cash Value, which is its Fund Value less: (1) any applicable surrender charge, (2) any applicable Market Value Adjustment, and (3) any outstanding debt. The Surrender may also be for a lesser amount (a "partial surrender"). Requested partial surrenders that would leave a Cash Value of less than $1,000 are treated and processed as a full surrender. In such case, the entire Cash Value will be paid to the Owner. For a partial surrender, any surrender charge or any applicable market value adjustment will be in addition to the amount requested by the Owner. A surrender will result in the cancellation of units of the particular subaccounts and the withdrawal of amounts credited to the Guaranteed Interest Account Accumulation Periods as chosen by the Owner. The aggregate value of the surrender will be equal to the dollar amount of the surrender plus, if applicable, any surrender charge and any applicable market value adjustment. For a partial surrender, the Company will cancel Units of the particular subaccounts and withdraw amounts from the Guaranteed Interest Account with Market Value Adjustment Accumulation Period under the allocation specified by the Owner. The unit value will be calculated as of the Business Day the surrender request is received. Allocations may be by either amount or percentage. Allocations by percentage must be in whole percentages (totaling 100%). At least 10% of the partial surrender must be allocated to any subaccount or an Accumulation Period in the Guaranteed Interest Account with Market Value Adjustment designated by the Owner. The request will not be accepted if: o there is insufficient Fund Value in the Guaranteed Interest Account with Market Value Adjustment or a subaccount to provide for the requested allocation against it, or o the request is incomplete or incorrect. Any surrender charge will be allocated against the Guaranteed Interest Account with Market Value Adjustment and each subaccount in the same proportion that each allocation bears to the total amount of the partial surrender. Contracts issued in the States of Maryland, New Jersey, Oklahoma, South Carolina, Texas and Washington and the Commonwealths of Massachusetts and Pennsylvania, to the extent the Owner allocates investments to the Guaranteed Interest Account, must maintain a minimum Fund Value in the Guaranteed Interest Account of $2,500. The amount of any surrender or transfer payable from MONY America Variable Account A will be paid in accordance with the requirements of state insurance departments and the 1940 Act. However, the Company may be permitted to postpone such payment under the 1940 Act. Postponement is currently permissible only for any period during which: (1) the New York Stock Exchange is closed other than customary weekend and holiday closings, or (2) trading on the New York Stock Exchange is restricted as determined by the Securities and Exchange Commission, or (3) an emergency exists as a result of which disposal of securities held by the Fund is not reasonably practicable or it is not reasonably practicable to determine the value of the net assets of the Fund. Any surrender involving payment from amounts credited to the Guaranteed Interest Account with Market Value Adjustment may be postponed, at the option of the Company, for up to 6 months from the date the request for a surrender is received by the Company. Surrenders involving payment from the Guaranteed Interest Account with Market Value Adjustment may in certain circumstances and in certain states also be subject to a market value adjustment, in addition to a surrender charge. The Owner may elect to have the amount of a surrender settled under one of the settlement options of the Contract. (See "Annuity provisions".) Contracts offered by this prospectus may be issued in connection with retirement plans meeting the requirements of certain sections of the Internal Revenue Code. Owners should refer to the terms of their particular retirement plan for any limitations or restrictions on cash surrenders. The tax results of a surrender should be carefully considered. (See "Federal tax status".) Please note: if mandated under applicable law, we may be required to reject a Purchase Payment. In addition, we may also be required to block an Owner's account and thereby refuse to honor any request for transfers, partial surrenders, loans, or death benefits until instructions are secured from the appropriate regulator. We may be required to provide additional information about your account to government regulators. SURRENDERS 26 7. LOANS -------------------------------------------------------------------------------- Qualified Contracts issued under an Internal Revenue Code Section 401(k) plan will have a loan provision (except in the case of contracts issued in Vermont) under which a loan can be taken using the Contract as collateral for the loan. All of the following conditions apply in order for the amount to be considered a loan allocated to Segments, for the Segment Distribution Values and Segment Account Values listed above for a change in Index Value of –40%
This example is meant to show the effect on a policy if, rather than a ~~(taxable) partial surrender: o The term of the~~full distribution, you took a loan must be 5 years or less. o Repayments are required at least quarterly and must be substantially level. o The loan amount is limited to certain dollar amounts as specified by the IRS. The Owner (Plan Trustee) must certify that these conditions are satisfied. In any event, the maximum outstanding loan on a Contract is 50% of the Fund Value in the ~~subaccounts and/or~~circumstances outlined in Example III above when the ~~Guaranteed Interest~~Index is down 40%. Thus the policy owner is assumed to have an initial Segment Account ~~with Market~~ Value ~~Adjustment. Loans are not permitted before the end~~ of ~~the right to return contract period. In requesting a loan, the Owner must specify the subaccounts from which Fund Value equal to the amount~~1,000 in each of ~~the loan requested will be taken. Loans from the Guaranteed Interest Account with Market Value Adjustment are not taken~~Segment 1 and Segment 2. It is also assumed that 9 months remain until ~~Fund Value~~Segment 1’s maturity date and 3 months remain until Segment 2’s maturity date.
Loan Amount: 750
Loan Date: 3rd Friday of October, Calendar Year Y
Explanation of formulas is provided in ~~the subaccounts~~notes (a)-(d) below.
The Index is exhausted. If Fund Value must be taken from the Guaranteed Interest Account with Market Value Adjustment in order to provide the Owner with the amount of the loan requested, the Owner must specify the Accumulation Periods from which Fund Values equal to such amount will be taken. If the Owner fails to specify subaccounts and Accumulation Periods, the request for a loan will be returned to the Owner. Values are transferred to a loan account that earns interest at an annual rate of 3.50%. The annual loan interest rate charged on outstanding loan amounts will be 6%. If interest is not repaid each year, it will be added to the principal of the loan. Loan repayments must be specifically earmarked as loan repayment and will be allocated to the subaccounts and/or the Guaranteed Interest Account with Market Value Adjustment using the most recent payment allocation on record. Otherwise, we will treat the payment as a Net Purchase Payment. -------------------------------------------------------------------------------- LOAN -- Available under a Contract issued under Section 401(k) of the Code; subject to availability. To be considered a Loan: (1) the term must be no more than five years, (2) repayments must be at least quarterly and substantially level, and (3) the amount is limited to dollar amounts specified by the Code, not to exceed 50% of the Fund Value. LOAN ACCOUNT -- A part of the General Account where Fund Value is held as collateral for a loan. An Owner may transfer Fund Value in the Subaccounts, and/or Guaranteed Interest Account with Market Value Adjustment to the Loan Account. -------------------------------------------------------------------------------- 27 LOANS 8. DEATH BENEFIT -------------------------------------------------------------------------------- DEATH BENEFIT PROVIDED BY THE CONTRACT The Company will pay a death benefit to the Beneficiary if: (1) the Annuitant dies, and (2) the death occurs before the annuity payments start. The amount of the death benefit will be the greater of: (1) the Fund Value less any outstanding debt on the date of the Annuitant's death; (2) the Purchase Payments paid, less any partial surrenders and their surrender charges and market value adjustment and less any outstanding debt; or (3) an enhanced death benefit. If there are funds allocated to the Guaranteed Interest Account with market value adjustmentdown 40% at the time of ~~death, any applicable market value adjustment will be waived. If~~ the death of the Annuitant occurs on or after the annuity payments start, no death benefit will be payable except as may be provided under the settlement option elected. In general, on the death of an Owner who is not the Annuitant, amounts must be distributed from the Contract. (See "Provisions required by Section 72(s) of the Code" later in this prospectus.) We will impose applicable surrender charges. (See "Charges and deductions" later in this prospectus.) ENHANCED DEATH BENEFIT OPTIONS Your Contract provides a choice of two enhanced death benefit options when it is issued. If the Annuitant is age 0-75, the Owner may choose either enhanced death benefit -- 5 Year or enhanced death benefit -- 1 Year described below. If the Annuitant does not choose an option when the Contract is issued, the Annuitant will automatically receive the enhanced death benefit -- 5 Year. If your Contract was issued on or before August 16, 2000, you may have elected the enhanced death benefit -- 1 Year during the period from August 16, 2000 to September 22, 2000. Owners with these Contracts not making the election will retain the enhanced death benefit -- 5 Year. ENHANCED DEATH BENEFIT -- 5 YEAR On the 5th Contract anniversary and each subsequent 5th Contract anniversary prior to the Annuitant's 71st birthday, the enhanced death benefit may be increased. If the Annuitant is age 65 or over on the date of issue, the enhanced death benefit will be recalculated once on the 5th Contract anniversary. Thereafter the enhanced death benefit remains at its last value. ENHANCED DEATH BENEFIT -- 1 YEAR On the first Contract Anniversary and each subsequent Contract Anniversary prior to the Annuitant's 80th birthday, the enhanced death benefit may be increased. After the Annuitant reaches age 80, this enhanced death benefit provision expires. This option may not be currently available in all states. AMOUNT OF THE ENHANCED DEATH BENEFIT PAYABLE ON DEATH UNDER ENHANCED DEATH BENEFIT OPTIONS The recalculated enhanced death benefit is equal to the greater of: (1) the Fund Value on the date the enhanced death benefit is to be recalculated; and (2) the current enhanced death benefit proportionately reduced by any partial surrenders including surrender charges and any applicable market value adjustments assessed since the last recalculation of the enhanced death benefit. The enhanced death benefit payable under both enhanced death benefit options is the enhanced death benefit on the date of death of the Annuitant, reduced proportionately for each partial surrender (including surrender charges and market value adjustments, if applicable) since the last recalculation date and less any outstanding debt. In no event will the enhanced death benefit payable on death exceed 200% of: o the total Purchase Payments reduced proportionately for each partial surrender (including surrender charges and applicable market value adjustments,), and less o any outstanding debt. The proportionate reduction for each partial surrender will be equal to: (1) the amount of that partial surrender (including any surrender charges and applicable Market ValueEarly Distribution Adjustment assessed), divided by (2) the Fund Value immediately before that partial surrender, multiplied by, (3) the enhanced death benefit immediately before the surrender. Once the last value is set for the enhanced death benefit, it will not be recalculated. The last value is set for the 5 Year option prior to the Annuitant's 71st birthday or on the first 5th anniversary if the Contract is purchased on or after the Annuitant's age 65. The last value is set for the 1 Year option on the Contract Anniversary prior to the Annuitant's age 80. After the Annuitant reaches age 80, this enhanced death benefit provision expires. All other basic death benefits as described in this prospectus continue to apply. The largest death benefit under any of these provisions will be paid. The cost of an enhanced death benefit option is reflected in the mortality and expense risk charge. ELECTION AND EFFECTIVE DATE OF ELECTION The Owner may elect to have the death benefit of the Contract applied under one of four settlement options to effect an annuity for the Beneficiary as payee after the death of the Annuitant. The election must take place: (1) during the lifetime of the Annuitant, and (2) before the annuity payments start. DEATH BENEFIT 28 If no election of a settlement option for the death benefit is in effect on the date when proceeds become payable, the Beneficiary may elect: (1) to receive the death benefit in the form of a lump sum payment; or (2) to have the death benefit applied under one of the settlement options. (See "Settlement options.") If an election by the payee is not received by the Company within one month following the date proceeds become payable, the payee will be considered to have elected a lump sum payment. Either election described above may be made by filing a written election with the Company in such form as it may require. Any proper election of a method of settlement of the death benefit by the Owner will become effective on the date it is signed. However, any election will be subject to any payment made or action taken by the Company before receipt of the notice at the Company's Operations Center. Settlement option availability may be restricted by the terms of any applicable retirement plan and any applicable legislation for any limitations or restrictions on the election of a method of settlement and payment of the death benefit. PAYMENT OF DEATH BENEFIT If the death benefit is to be paid in one sum to the Beneficiary, payment will be made within seven (7) days of the date: (1) the election becomes effective, or (2) the election is considered to become effective, and (3) due proof of death of the Annuitant is received. The Company may be permitted to postpone such payment from amounts payable from MONY America Variable Account A under the 1940 Act. If the death benefit is to be paid in one sum to the Successor Beneficiary, or to the estate of the deceased Annuitant, payment will be made within seven (7) days of the date due proof of the death of the Annuitant and the Beneficiary is received by the Company. Unless another election is made, the death benefit proceeds will be transferred to an interest bearing checking account. The Beneficiary may make partial or full withdrawals from such account through a checkbook provided to the Beneficiary. 29 DEATH BENEFIT 9. CHARGES AND DEDUCTIONS -------------------------------------------------------------------------------- The following table summarizes the charges and deductions under the Contract (See "Summary of the Contract -- Fee tables" for more detailed information):
Change in Index Value –40% –40%    Total
Segment Account Value before Loan
1,000.00 1,000.00    2,000.00
Loan Allocation^(a)
   373.34    376.66       750.00
Early Distribution Adjustment^(b)
     69.91      66.59       136.55
Segment Account Value after Loan^(c)
   556.73    556.72    1,113.45
Segment Distribution Value after Loan^(d)
   468.93    473.10       942.03
----------------------------------------------------------------------------------------------------------------------------- DEDUCTIONS FROM PURCHASE PAYMENTS ----------------------------------------------------------------------------------------------------------------------------- ~~Tax charge Range~~
(a)
When more than one Segment is being used, we would allocate the loan between the Segments proportionately to the Segment Distribution Value in each. We take the Segment Distribution Value of each Segment (shown in Example III above) and divide it by the total Segment Distribution Values for ~~State~~Segments 1 and ~~local -- 0%-3.50%(1). Federal -- Currently 0% (Company reserves~~2. This gives us the ~~right~~proportionate amount of the loan that should be allocated to ~~charge in~~each Segment. For example, for Segment 1, that would be 750 x (842.27/1,692.03) = 373.34
24
(b)
This is the future.) ----------------------------------------------------------------------------------------------------------------------------- DAILY DEDUCTIONS FROM MONY AMERICA VARIABLE ACCOUNT A ----------------------------------------------------------------------------------------------------------------------------- Mortality & expense risk charge Maximum daily rate -- 0.003699% Annual RateEarly Distribution Adjustment that would be deducted ~~daily~~ from average daily net assets Maximum Annual rate -- 1.35% ----------------------------------------------------------------------------------------------------------------------------- DEDUCTIONS FROM FUND VALUE ----------------------------------------------------------------------------------------------------------------------------- Annual contract charge Maximumeach Segment, as a result of $50 ($30 in some states) on 30 days written notice Current charge is $0 ----------------------------------------------------------------------------------------------------------------------------- Transaction and other charges Maximum of $25 Transfer charge Current charge is $0 ----------------------------------------------------------------------------------------------------------------------------- Surrender charge See grading schedule and "Charges and deductions -- Charges Grades from 7% to 0% of Fund Value surrenderedthe loan, based on a against fund value" for details of how it is computed. schedule. ----------------------------------------------------------------------------------------------------------------------------- Loan interest spread 2.50% -----------------------------------------------------------------------------------------------------------------------------
(1) Company currently assumes responsibility; current charge to Owner 0%. The following provides additional details of the charges and deductions under the Contract. The amount of the charge may not necessarily correspond to the costs associated with providing the services or benefits indicated by the designation of the charge. For example, the surrender charge we collect may not fully cover all of the sales and distribution expenses we actually incur. We also may realize a profit on one or more of the charges. We may use such profits for any corporate purpose, including the payment of sales expenses. DEDUCTIONS FROM PURCHASE PAYMENTS Deductions may be made from Purchase Payments for a charge for state and local premium or similar taxes prior to allocation of any Net Purchase Payment among the subaccounts. Currently, the Company makes no deduction, but may do so with respect to future Purchase Payments. If the Company is going to make deductions for such tax from future Purchase Payments, it will give 30 days notice to each affected Owner. CHARGES AGAINST FUND VALUE DAILY DEDUCTION FROM MONY AMERICA VARIABLE ACCOUNT A MORTALITY AND EXPENSE RISK CHARGE. The Company assumes mortality and expense risks. A charge for assuming such risks is deducted daily from the net assets of MONY America Variable Account A. This daily charge from MONY America Variable Account A is deducted at a current daily rate equivalent to an annual rate of 1.35% from the value of the net assets of MONY America Variable Account A. The rate is guaranteed not to exceed a daily rate equivalent to an annual rate of 1.35% from the value of the net assets of MONY America Variable Account A. The charge is deducted from MONY America Variable Account A, and therefore the subaccounts, on each Business Day. The mortality and expense risk charges will not be deducted from the Guaranteed Interest Account with Market Value Adjustment. Where the previous day (or days) was not a Business Day, the deduction currently on the next Business Day will be 0.003699% (guaranteed not to exceed 0.003699%) multiplied by the number of days since the last Business Day. The Company believes that this level of charge is within the range of industry practice for comparable individual flexible payment variable annuity contracts. The mortality risk assumed by the Company is that Annuitants may live for a longer time than projected. If that occurs, an aggregate amount of annuity benefits greater than that projected will be payable. In making this projection, the Company has used the mortality rates from the 1983 Table "a" (discrete functions without projections for future mortality), with 3.50% interest. The expense risk assumed is that expenses incurred in issuing and administering the Contracts will exceed the administrative charges provided in the Contracts. If the amount of the charge exceeds the amount needed, the excess will be kept by the Company in its General Account. If the amount of the charge is inadequate, the Company will pay the difference out of its General Account. DEDUCTIONS FROM FUND VALUE ANNUAL CONTRACT CHARGE. The Company has primary responsibility for the administration of the Contract and MONY America Variable Account A. An annual contract charge helps to reimburse the Company for administrative expenses related to the maintenance of the Contract. Ordinary administrative expenses expected to be incurred include premium collection, recordkeeping, processing death benefit claims and surrenders, preparing and mailing reports, and overhead costs. In addition, the Company expects to incur certain additional administrative expenses in connection with the issuance of the Contract, including the review of applications and the establishment of Contract records. CHARGES AND DEDUCTIONS 30 The Company intends to administer the Contract itself through an arrangement whereby it may buy some administrative services from AXA Equitable and such other sources as may be available. Currently, there is no annual contract charge. The Company may in the future impose an annual contract charge. The charge will never, however, exceed $50. The Owner will receive a written notice 30 days in advance of any change in the charge. Any applicable charge will be assessed once per year on the Contract Anniversary, starting on the first Contract Anniversary. If imposed, the annual contract charge is deducted from the Fund Value on each Contract Anniversary before the date annuity payments start. The amount of the charge will be allocated against the Guaranteed Interest Account with Market Value Adjustment and each subaccount of MONY America Variable Account A in the same proportion that the Fund Value in those accounts bears to the Fund Value of the Contract. The Company does not expect to make any profit from the annual contract charge. TRANSFER CHARGE. Contract value may be transferred among the subaccounts or to or from the Guaranteed Interest Account with Market Value Adjustment and one or more of the subaccounts (including transfers made by telephone, if permitted by the Company). The Company reserves the right to impose a transfer charge for each transfer instructed by the Owner in a Contract Year. The transfer charge compensates the Company for the costs of effecting the transfer. The transfer charge will not exceed $25 (except for contracts issued in the states of South Carolina and Texas where it will not exceed $10). The Company does not expect to make a profit from the transfer charge. If imposed, the transfer charge will be deducted from the Contract's Fund Value held in the subaccount(s) or from the Guaranteed Interest Account with Market Value Adjustment from which the first transfer is made. SURRENDER CHARGE. A contingent deferred sales charge (called a "surrender charge") will be imposed when a full or partial surrender is requested or at the start of annuity benefits if it is during the first eight years of the Contract. The surrender charge will never exceed 7% of total Fund Value. The surrender charge is intended to reimburse the Company for expenses incurred in distributing the Contract. To the extent such charge is insufficient to cover all distribution costs, the Company will make up the difference. The Company will use funds from its General Account, which may contain funds deducted from MONY America Variable Account A to cover mortality and expense risks borne by the Company. (See "Charges against fund value -- Mortality and expense risk charge.") We impose a surrender charge when a full or partial surrender is made during the first eight (8) Contract Years, except as provided below. A surrender charge will not be imposed: (1) Against Fund Value surrendered after the eighth Contract Year. (2) To the extent necessary to permit the Owner to obtain an amount equal to the free partial surrender amount (See "Free partial surrender amount"). (3) If the Contract is surrendered after the third Contract Year and the surrender proceeds are paid under either Settlement Option 3 or Settlement Option 3A (See "Settlement options"). The elimination of a Surrender Charge in this situation does not apply to contracts issued in the State of Texas. In no event will the aggregate surrender charge exceed 7% of the Fund Value. Further, in no event will the surrender charges imposed, when added to any surrender charges previously paid on the Contract, exceed 9% of aggregate Purchase Payments made to date for the Contract. The Owner may specify whether he/she wants the surrender charge to be deducted from the amount requested for surrender or the Fund Value remaining. If not specified or if the Fund Value remaining is not sufficient, then the surrender charge will be deducted from the amount requested for surrender. If it is specified that the surrender charge will come from the remaining Fund Value and it is sufficient, then the Company will determine the appropriate amount to be surrendered in order to pay the surrender charge. Any surrender charge will be allocated against the Guaranteed Interest Account with Market Value Adjustment and each subaccount of MONY America Variable Account A in the same proportion that the amount of the partial surrender allocated against those accounts bears to the total amount of the partial surrender. If any surrender from the Guaranteed Interest Account with Market Value Adjustment occurs prior to the Maturity Date for any particular Accumulation Period elected by the Owner, the amount surrendered will be subject to a Market Value Adjustment in addition to Surrender Charges. No surrender charge will be deducted from Death Benefits except as described in "Death benefit." If The MONYMaster variable annuity contract issued by MONY Life Insurance Company of America has been exchanged for this Contract, a separate effective date was assigned to this Contract by endorsement for purposes of determining the amount of any surrender charge. The surrender charge effective date of this Contract with the endorsement is the effective date of The MONYMaster variable annuity contract. Your agent can provide further details. A separate surrender charge effective date does not apply in states where the endorsement has not been approved. We reserve the right to disallow exchanges for this Contract at any time. AMOUNT OF SURRENDER CHARGE. The amount of the surrender charge is equal to a varying percentage of Fund Value during the first 8 Contract Years. The percentage is determined by multiplying the surrender charge percentage for the Contract Year by the amount of Fund Value requested as follows:
~~-------------------------------------------------------- SURRENDER CHARGE PERCENTAGE TABLE --------------------------------------------------------~~ CONTRACT YEAR SURRENDER CHARGE (AS A PERCENTAGE OF FUND VALUE SURRENDERED) -------------------------------------------------------- 1 7% -------------------------------------------------------- 2 7 -------------------------------------------------------- 3 6 -------------------------------------------------------- 4 6 -------------------------------------------------------- 5 5 -------------------------------------------------------- 6 4 -------------------------------------------------------- 7 3 -------------------------------------------------------- 8 2 -------------------------------------------------------- 9 (or more) 0 --------------------------------------------------------
31 CHARGES AND DEDUCTIONS The amount of the surrender charge is in addition to any applicable Market Value Adjustment that may be made if the surrender is made from Fund Value in the Guaranteed Interest Account with Market Value Adjustment. (See "Guaranteed Interest Account with Market Value Adjustment -- Surrenders" for further details.) FREE PARTIAL SURRENDER AMOUNT. The surrender charge may be reduced by using the free partial surrender amount provided for in the Contract. The surrender charge will not be deducted in the following circumstances: (1) For Qualified Contracts, (other than contracts issued for IRA and SEP-IRA), an amount each Contract Year up to the greater of: (a) $10,000 (but not more than the Contract's Fund Value), or (b) 10% of the Contract's Fund Value at the beginning of the Contract Year (except, if the surrender is requested during the first Contract Year, then 10% of the Contract's Fund Value at the time the first surrender is requested). (2) For Non-Qualified Contracts (and contracts issued for IRA and SEP-IRA), an amount up to 10% of the Fund Value at the beginning of the Contract Year (except, if the surrender is requested during the first Contract Year, then 10% of the Contract's Fund Value at the time the first surrender is requested) may be received in each Contract Year without a surrender charge. Free partial surrenders may only be made to the extent Cash Value in the subaccounts and/or Guaranteed Interest Account is available. For example, the Fund Value in MONY America Variable Account A could decrease (due to unfavorable investment experience) after part of the 10% was withdrawn. In that case it is possible that there may not be enough Cash Value to provide the remaining part of the 10% free partial surrender amount. Contract Fund Value here means the Fund Value in the subaccounts (and the Guaranteed Interest Account with Market Value Adjustment not the Loan Account). This reduction of surrender charge does not affect any applicable Market Value Adjustment that may be made if the surrender is made from Fund Value in the Guaranteed Interest Account with Market Value Adjustment. (See "Guaranteed Interest Account with Market Value Adjustment -- Surrenders" and the prospectus for the Guaranteed Interest Account with Market Value Adjustment which accompanies this prospectus for further details.) TAXES Currently, no charge will be made against MONY America Variable Account A for federal income taxes. However, the Company may make such a charge in the future if income or gains within MONY America Variable Account A will incur any federal income tax liability. Charges for other taxes, if any, attributable to MONY America Variable Account A may also be made. (See "Federal tax status".) INVESTMENT ADVISORY FEE Each portfolio in which the MONY America Variable Account A invests incurs certain fees and charges. To pay for these fees and charges, the portfolio makes deductions from its assets. Certain portfolios available under the Contract in turn invest in shares of other portfolios of AXA Premier VIP Trust and EQ Advisors Trust and/or shares of unaffiliated portfolios (collectively the "underlying portfolios"). The underlying portfolios each have their own fees and expenses, including management fees, operating expenses, and investment related expenses such as brokerage commissions. The portfolio expenses are described more fully in each Fund prospectus. We sell the Contracts through registered representatives of broker-dealers. These registered representatives are also appointed and licensed as insurance agents of the Company. We pay commissions to the broker-dealers for selling the Contracts. You do not directly pay these commissions, we do. We intend to recover commissions, marketing, administrative and other expenses and the cost of Contract benefits through the fees and charges imposed under the Contracts. (See "Distribution of the Contracts" for more information.) CHARGES AND DEDUCTIONS 32 10. ANNUITY PROVISIONS -------------------------------------------------------------------------------- ANNUITY PAYMENTS Annuity payments under a Contract will begin on the date that is selected by the Owner when the Contract is applied for. The date chosen for the start of annuity payments may be: (1) no earlier than the 10th Contract Anniversary, and (2) no later than the Contract Anniversary after the Annuitant's 95th birthday. The minimum number of years from the Effective Date to the start of annuity payments is 10. The date when annuity payments start may be: (1) Advanced to a date that is not earlier than the 10th Contract Anniversary. (2) Deferred from time to time by the Owner by written notice to the Company. The date when annuity payments start will be advanced or deferred if: (1) Notice of the advance or deferral is received by the Company prior to the current date for the start of annuity payments. (2) The new start date for annuity payments is a date which is not later than the Contract Anniversary after the Annuitant's 95th birthday. A particular retirement plan may contain other restrictions. When annuity payments begin, unless Settlement Option 3 or 3A is elected, the Contract's Cash Value, less any tax charge which may be imposed, will be applied to provide an annuity or any other option previously chosen by the Owner and permitted by the Company. If Settlement Option 3 or 3A is elected, the Contract's Fund Value (less any state taxes imposed when annuity payments begin) will be applied to provide an annuity. A supplementary contract will be issued when proceeds are applied to a settlement option. That contract will describe the terms of the settlement. No payments may be requested under the Contract's surrender provisions after annuity payments start. No surrender will be permitted except as may be available under the settlement option elected. For Contracts issued in connection with retirement plans, reference should be made to the terms of the particular retirement plan for any limitations or restrictions on when annuity payments start. ELECTION AND CHANGE OF SETTLEMENT OPTION During the lifetime of the Annuitant and prior to the start of annuity payments, the Owner may elect: o one or more of the settlement options described below, or o another settlement option as may be agreed to by the Company. The Owner may also change any election if written notice of the change is received by the Company at its Operation Center prior to the start of annuity payments. If no election is in effect when annuity payments start, a lump sum payment will be considered to have been elected. For contracts issued in the State of Texas, if no election is in effect when annuity payments start, Settlement Option 3 with a period certain of 10 years will be considered to have been elected. Settlement options may also be elected by the Owner or the Beneficiary as provided in the "Death benefit" and "Surrenders" sections of this prospectus. (See "Death benefit" and "Surrenders"). Where applicable, reference should be made to the terms of a particular retirement plan and any applicable legislation for any limitations or restrictions on the options that may be elected. SETTLEMENT OPTIONS Proceeds settled under the settlement options listed below or otherwise currently available will not participate in the investment experience of the MONY America Variable Account A. Unless you select Settlement Option 1, the settlement option may not be changed once payments begin. SETTLEMENT OPTION 1 -- INTEREST INCOME: Interest on the proceeds at a rate (not less than 2.75% per year) set by the Company each year. The Option will continue until the earlier of the date that the payee dies or the date you elect another settlement option. Under certain contracts, this option is not available if the Annuitant is the payee. SETTLEMENT OPTION 2 -- INCOME FOR SPECIFIED PERIOD: Fixed monthly payments for a specified period of time, as elected. The payments may, at the Company's option, be increased by additional interest each year. SETTLEMENT OPTION 3 -- SINGLE LIFE INCOME: Payments for the life of the payee and for a period certain. The period certain may be (a) 0 years, 10 years, or 20 years, or (b) the period required for the total income payments to equal the proceeds (refund period certain). The amount of the income will be determined by the Company on the date the proceeds become payable. SETTLEMENT OPTION 3A -- JOINT LIFE INCOME: Payments during the joint lifetime of the payee and one other person, and during the lifetime of the survivor. The survivor's monthly income may be equal to either (a) the income payable during the joint lifetime or (b) two-thirds of that income. If a person for whom this option is chosen dies before the first monthly payment is made, the survivor will receive proceeds instead under Settlement Option 3, with 10 years certain. SETTLEMENT OPTION 4 -- INCOME OF SPECIFIED AMOUNT: Income, of an amount chosen, for as long as the proceeds and interest last. The amount chosen to be received as income in each year may not be less than 10 percent of the proceeds settled. Interest will be credited annually on the amount remaining unpaid at a rate determined annually by the Company. This rate will not be less than 2.75% per year. The Contract contains annuity payment rates for Settlement Options 3 and 3A described in this prospectus. The rates show, for each $1,000 applied, the dollar amount of the monthly fixed annuity payment, when this payment is based on minimum guaranteed interest as described in the Contract. The annuity payment rates may vary according to the Settlement Option elected and the age of the payee. The mortality table used in determining the annuity payment rates for Settlement Options 3 and 33 ANNUITY PROVISIONS 3A is the 1983 Table "a" (discrete functions, without projections for future mortality), with 3.50% interest per year. Under Settlement Option 3, if income based on the period certain elected is the same as the income provided by another available period or periods certain, the Company will consider the election to have been made of the longest period certain. In Qualified Plans, settlement options available to Owners may be restricted by the terms of the plans. FREQUENCY OF ANNUITY PAYMENTS At the time the settlement option is chosen, the payee may request that it be paid: o Quarterly: o Semiannually: or o Annually If the payee does not request a particular installment payment schedule, the payments will be made in monthly installments. However, if the net amount available to apply under any settlement option is less than $1,000, the Company has the right to pay such amount in one lump sum. In addition, if the payments provided for would be less than $25, the Company shall have the right to change the frequency of the payments to result in payments of at least $25. ADDITIONAL PROVISIONS The Company may require proof of the age of the Annuitant before making any life annuity payment under the Contract. If the Annuitant's age has been misstated, the amount payable will be the amount that would have been provided under the settlement option at the correct age. Once life income payments begin, any underpayments will be made up in one sum with the next annuity payment. Overpayments will be deducted from the future annuity payments until the total is repaid. For contracts issued in the State of Washington, any underpayment by the Company will be paid in a single sum after the correction of the misstatement. The Contract may be required to be returned upon any settlement. Prior to any settlement of a death claim, proof of the Annuitant's death must be submitted to the Company. Where any benefits under the Contract are contingent upon the recipient's being alive on a given date, the Company requires proof satisfactory to it that such condition has been met. The Contracts described in this prospectus contain annuity payment rates that distinguish between men and women. On July 6, 1983, the Supreme Court held in Arizona Governing Committee v. Norris that optional annuity benefits provided under an employer's deferred compensation plan could not, under Title VII of the Civil Rights Act of 1964, vary between men and women on the basis of sex. Because of this decision, the annuity payment rates that apply to Contracts purchased under an employment-related insurance or benefit program may in some cases not vary on the basis of the Annuitant's sex. Unisex rates to be provided by the Company will apply for Qualified Plans. Employers and employee organizations should consider, in consultation with legal counsel, the impact of Norris , and Title VII, generally and any comparable state laws that may apply, on any employment-related plan for which a Contract may be purchased. The Contract is incontestable from its date of issue. GUARANTEED INTEREST ACCOUNT AT ANNUITIZATION On the Annuity Starting Date, the Contract's Cash Value, including the Cash Value of all Accumulation Periods of the Guaranteed Interest Account with Market Value Adjustment, will be applied to provide an annuity or any other option previously chosen by the Owner and permitted by the Company. No Market Value Adjustment will apply at annuitization if the owner elects Settlement Option 3 or 3A. For more information about annuitization and annuity options, please refer to the Contract. ANNUITY PROVISIONS 34 11. OTHER PROVISIONS -------------------------------------------------------------------------------- OWNERSHIP The Owner has all rights and may receive all benefits under the Contract. During the lifetime of the Annuitant (and Secondary Annuitant if one has been named), the Owner is the person so designated in the application, unless: (1) a change in Owner is requested, or (2) a Successor Owner becomes the Owner. The Owner may name a Successor Owner or a new Owner at any time. If the Owner dies, the Successor Owner, if living, becomes the Owner. Any request for change must be: (1) made in writing, and (2) received at the Company. The change will become effective as of the date the written request is signed. A new choice of Owner or Successor Owner will apply to any payment made or action taken by the Company after the request for the change is received. Owners should consult a competent tax adviser prior to changing Owners. -------------------------------------------------------------------------------- SUCCESSOR OWNER -- The living person who, at the death of the Owner, becomes the new Owner. -------------------------------------------------------------------------------- PROVISION REQUIRED BY SECTION 72(S) OF THE CODE The entire interest under a Non-Qualified Contract must be distributed within five years after the Owner's death if: (1) the Owner dies (a) before the start of annuity payments, and (b) while the Annuitant is living; and (2) that Owner's spouse is not the Successor Owner as of the date of the Owner's death. Satisfactory proof of death must be provided to the Company. Spousal status is determined under federal law for this purpose. The surrender proceeds may be paid over the life of the Successor Owner if: (1) the Successor Owner is the Beneficiary, and (2) the Successor Owner chooses that option. Payments must begin no later than one year after the date of death. If the Successor Owner is a surviving spouse, then the surviving spouse will be treated as the new Owner of the Contract. Under such circumstances, it is not necessary to surrender the Contract. However, under the terms of the Contract, if the spouse is not the Successor Owner: (1) the Contract will be surrendered as of the date of death, and (2) the proceeds will be paid to the Beneficiary. This provision shall not extend the term of the Contract beyond the date when death proceeds become payable. If the Owner dies on or after annuity payments start, any remaining portion of the proceeds will be distributed using a method that is at least as quick as the one used as of the date of the Owner's death. PROVISION REQUIRED BY SECTION 401(A)(9) OF THE CODE The entire interest of a Qualified Plan participant in the Contract generally will begin to be distributed no later than the required beginning date. For this purpose "Qualified Plans" include those intended to qualify under Sections 401 and 408 of the Code. Distribution will occur either by or beginning not later than April 1 of the calendar year following the calendar year the Qualified Plan Participant attains age 70-1/2. The interest is distributed: (1) over the life of such Participant, or (2) the lives of such Participant and designated Beneficiary. If (i) required minimum distributions have begun, and (ii) the Participant dies before the Owner's entire interest has been distributed to him/her, the remaining distributions will be made using a method that is at least as rapid as that used as of the date of the Participant's death. The Contract generally will be surrendered as of the Participant's death if: (1) the Participant dies before the start of such distributions, and (2) there is no designated Beneficiary. The surrender proceeds generally must be distributed within 5 years after the date of death. But, the surrender proceeds may be paid over the life of any designated Beneficiary at his/her option. In such case, distributions will begin not later than one year after the December 31 following the Participant's death. If the designated Beneficiary is the surviving spouse (as defined by federal law) of the Participant, distributions will begin not earlier than the December 31 following the date on which the Participant would have attained age 70-1/2. If the surviving spouse dies before distributions to him/her begin, the provisions of this paragraph shall be applied as if the surviving spouse were the Participant. If the Plan is an IRA under Section 408 of the Code, the surviving spouse may elect to forgo distribution and treat the IRA as his/her own plan. Although the lifetime required minimum distribution rules do not apply to Roth IRAs under Section 408A of the Code, the post-death distribution rules apply. It is the Owner's responsibility to assure that distribution rules imposed by the Code will be met. The Owner should consider the effect of recent revisions to the distribution rules which could increase the minimum distribution amount required from annuity contracts funding Qualified Plans where certain additional benefits are purchased under the Contract, such as enhanced death benefits. For this purpose additional annuity contract benefits may include, but are not limited to, guaranteed minimum income benefits and enhanced death benefits. The Owner may want to consult a tax advisor concerning the potential application of these complex rules before purchasing this annuity Contract or purchasing additional features under this annuity Contract or making additional Purchase Payments under this annuity Contract. 35 OTHER PROVISIONS SECONDARY ANNUITANT Except where the Contract is issued in connection with a Qualified Plan, a Secondary Annuitant may be designated by the Owner. Such designation may be made once before annuity payments begin, either: (1) in the application for the Contract, or (2) after the Contract is issued, by written notice to the Company at its Operations Center. The Secondary Annuitant may be deleted by written notice to the Company at its Operations Center. A designation or deletion of a Secondary Annuitant will take effect as of the date the written election was signed. The Company, however, must first accept and record the change at its Operations Center. The change will be subject to: (1) any payment made by the Company, or (2) action taken by the Company before the receipt of the notice at the Company's Operations Center. You cannot change the Secondary Annuitant, but you can delete the Secondary Annuitant. The Secondary Annuitant will be deleted from the Contract automatically by the Company as of the Contract Anniversary following the Secondary Annuitant's 95th birthday. On the death of the Annuitant, the Secondary Annuitant will become the Annuitant, under the following conditions: (1) the death of the Annuitant must have occurred before the Annuity starting date; (2) the Secondary Annuitant is living on the date of the Annuitant's death; (3) if the Annuitant was the Owner on the date of death, the Successor Owner must have been the Annuitant's spouse (as defined by federal law); and (4) if the date annuity payments start is later than the Contract Anniversary nearest the Secondary Annuitant's 95th birthday, the date annuity payments start will be automatically advanced to that Contract Anniversary. EFFECT OF SECONDARY ANNUITANT'S BECOMING THE ANNUITANT. If the Secondary Annuitant becomes the Annuitant, the Death Benefit proceeds will be paid to the Beneficiary only on the death of the Secondary Annuitant. If the Secondary Annuitant was the Beneficiary on the Annuitant's death, the Beneficiary will be automatically changed to the person who was the successor Beneficiary on the date of death. If there was no successor Beneficiary, then the Secondary Annuitant's executors or administrators, unless the Owner directed otherwise, will become the Beneficiary. All other rights and benefits under the Contract will continue in effect during the lifetime of the Secondary Annuitant as if the Secondary Annuitant were the Annuitant. ASSIGNMENT The Owner may assign the Contract. However, the Company will not be bound by any assignment until the assignment (or a copy) is received by the Company at its Administrative Office. The Company is not responsible for determining the validity or effect of any assignment. The Company shall not be liable for any payment or other settlement made by the Company before receipt of the assignment. If the Contract is issued under certain retirement plans, then it may not be assigned, pledged or otherwise transferred except under conditions allowed under applicable law. Because an assignment may be a taxable event, a Owner should consult a competent tax adviser before assigning the Contract. CHANGE OF BENEFICIARY So long as the Contract is in effect the Owner may change the Beneficiary or successor Beneficiary. A change is made by submitting a written request to the Company at its Operations Center. The form of the request must be acceptable to the Company. The Contract need not be returned unless requested by the Company. The change will take effect as of the date the request is signed. The Company will not, however, be liable for any payment made or action taken before receipt and acknowledgement of the request at its Operations Center. SUBSTITUTION OF SECURITIES The Company may substitute shares of another mutual fund for shares of the Funds already purchased or to be purchased in the future by Contract Purchase Payments if: (1) the shares of any portfolio of the Funds is no longer available for investment by MONY America Variable Account A, or (2) in the judgment of the Company's Board of Directors, further investment in shares of one or more of the portfolios of the Funds is inappropriate based on the purposes of the Contract. The new portfolios may have higher fees and charges than the ones they replaced, and not all portfolios may be available to all classes of contracts. We will notify you before we substitute securities in any subaccount, and, to the extent required by law, we will obtain prior approval from the Securities and Exchange Commission and the Arizona Insurance Department. We also will obtain any other required approvals (See "Who is MONY Life Insurance Company of America -- MONY America Variable Account A" for more information about changes we may make to the subaccounts). CHANGES TO CONTRACTS The Company reserves the right, subject to compliance with laws that apply, to unilaterally change your Contract in order to comply with any applicable laws and regulations, including but not limited to changes in the Internal Revenue Code, in Treasury regulations or in published rulings of the Internal Revenue Service, ERISA and in Department of Labor regulations. Any change in the Contract must be in writing and made by our authorized officer. We will provide notice of any contract change. CHANGE IN OPERATION OF MONY AMERICA VARIABLE ACCOUNT A MONY America Variable Account A may be operated as a management company under the 1940 Act or it may be deregistered under the 1940 Act in the event the registration is no longer required, or MONY America Variable Account A may be combined with any of other subaccounts. Deregistration of MONY America Variable Account A requires an order by the Securities and Exchange Commission. If there is a change in the operation of MONY America Variable Account A under this provision, the Company may make appropriate endorsement to the Contract to reflect the change and take such other action as may be necessary and appropriate to effect the change. OTHER PROVISIONS 36 12. VOTING RIGHTS -------------------------------------------------------------------------------- All of the assets held in the subaccounts of MONY America Variable Account A will be invested in shares of the designated portfolios of the Funds. The Company is the legal holder of these shares. To the extent required by law, the Company will vote the shares of each of the Funds held in MONY America Variable Account A (whether or not attributable to contract owners). We will determine the number of votes which you have the right to cast by applying your percentage interest in a subaccount to the total number of votes attributable to that subaccount. In determining the number of votes, we will recognize fractional shares. We will vote portfolio shares of a class held in a subaccount for which we received no timely instructions in proportion to the voting instructions which we received for all contracts participating in that subaccount. We will apply voting instructions to abstain on any item to be voted on a pro-rata basis to reduce the number of votes eligible to be cast. Whenever a Fund calls a shareholder's meeting, each person having a voting interest in a subaccount will receive proxy voting material, reports, and other materials relating to the relevant portfolio. Since each Fund may engage in shared funding, other persons or entities besides the Company may vote Fund shares. 37 VOTING RIGHTS 13. DISTRIBUTION OF THE CONTRACTS -------------------------------------------------------------------------------- The Contracts are distributed by both AXA Advisors, LLC ("AXA Advisors") and AXA Distributors, LLC ("AXA Distributors") (together, the "Distributors"). The Distributors serve as principal underwriters of MONY America Variable Account A. The offering of the Contracts is intended to be continuous. AXA Advisors is an affiliate of the Company, and AXA Distributors is an indirect wholly owned subsidiary of the Company. The Distributors are under the common control of AXA Financial, Inc. Their principal business address is 1290 Avenue of the Americas, New York, NY 10104. The Distributors are registered with the SEC as broker-dealers and are members of the Financial Industry Regulatory Authority, Inc. ("FINRA" ). Both broker-dealers also act as distributors for the Company's life and annuity products. The Contracts are sold by financial professionals of AXA Advisors and its affiliates. The Contracts are also sold by financial professionals of unaffiliated broker-dealers that have entered into selling agreements with the Distributors ("Selling broker-dealers"). The Company pays compensation to both Distributors based on Contracts sold. The Company may also make additional payments to the Distributors, and the Distributors may, in turn, make additional payments to certain Selling broker-dealers. All payments will be in compliance with all applicable FINRA rules and other laws and regulations. Although the Company takes into account all of its distribution and other costs in establishing the level of fees and charges under its Contracts, none of the compensation paid to the Distributors or the Selling broker-dealers discussed in this section of the Prospectus are imposed as separate fees or charges under your Contract. The Company, however, intends to recoup amounts it pays for distribution and other services through the fees and charges of the Contract and payments it receives for providing administrative, distribution and other services to the Portfolios. For information about the fees and charges under the Contract, see "Summary of the Contract" and "Charges and deductions" earlier in this prospectus. COMPENSATION PAID TO THE DISTRIBUTORS. The Company pays compensation to the Distributors based on Purchase Payments made on the Contracts sold through the Distributors ("contribution-based compensation"). The contribution-based compensation will generally not exceed 6.50% of the total Purchase Payments made under the Contracts, plus, starting in the second Contract Year, up to 0.25% of the Fund Value of the Contracts ("asset-based compensation"). The Distributors, in turn, may pay a portion of the compensation received from the Company to the Distributors financial professional and/or the Selling broker-dealer making the sale. The compensation paid by the Distributors varies among financial professionals and among Selling broker-dealers. The Distributors also pay a portion of the compensation it receives to its managerial personnel. When a Contract is sold by a Selling broker-dealer, the Selling broker-dealer, not the Distributors, determines the amount and type of compensation paid to the Selling broker-dealer's financial professional for the sale of the Contract. Therefore, you should contact your financial professional for information about the compensation he or she receives and any related incentives, as described below. AXA Advisors also pays its financial professionals and managerial personnel other types of compensation including service fees, expense allowance payments and health and retirement benefits. AXA Advisors also pays its financial professionals, managerial personnel and Selling broker-dealers sales bonuses (based on selling certain products during specified periods) and persistency bonuses. AXA Advisors may offer sales incentive programs to financial professionals and Selling broker-dealers who meet specified production levels for the sales of both the Company Contracts and Contracts offered by other companies. These incentives provide non-cash compensation such as stock options awards and/or stock appreciation rights, expense-paid trips, expense-paid education seminars and merchandise. The Company also pays AXA Distributors compensation to cover its operating expenses and marketing services under the terms of the Company's distribution agreements with AXA Distributors. DIFFERENTIAL COMPENSATION PAID BY AXA ADVISORS. In an effort to promote the sale of the Company's products, AXA Advisors may pay its financial professionals and managerial personnel a greater percentage of contribution-based compensation and/or asset-based compensation for the sale of the Company's Contract than it pays for the sale of a Contract or other financial product issued by a company other than the Company. This practice is known as providing "differential compensation." Differential compensation may involve other forms of compensation to AXA Advisors personnel. Certain components of the compensation paid to managerial personnel are based on whether the sales involve the Company's Contracts. Managers earn higher compensation (and credits toward awards and bonuses) if the financial professionals they manage sell a higher percentage of the Company's Contracts than products issued by other companies. Other forms of compensation provided to its financial professionals include health and retirement benefits, expense reimbursements, marketing allowances and contribution-based payments, known as "overrides." For tax reasons, AXA Advisors financial professionals qualify for health and retirement benefits based solely on their sales of the Company's Contracts and products sponsored by affiliates. The fact that AXA Advisors financial professionals receive differential compensation and additional payments may provide an incentive for those financial professionals to recommend the Company's Contract over a Contract or other financial product issued by a company not affiliated with the Company. However, under applicable rules of FINRA, AXA Advisors financial professionals may only recommend to you products that they reasonably believe are suitable for you based on the facts that you have disclosed as to your other security holdings, financial situation and needs. In making any recommendation, financial professionals of AXA Advisors may nonetheless face conflicts of interest because of the differences in compensation from one product category to another, and because of differences in compensation among products in the same category. For more information, contact your financial professional. ADDITIONAL PAYMENTS BY AXA DISTRIBUTORS TO SELLING BROKER-DEALERS. AXA Distributors may pay, out of its assets, certain Selling broker-dealers and other financial intermediaries additional compensation in recognition of services provided or expenses incurred. AXA Distributors may DISTRIBUTION OF THE CONTRACTS 38 also pay certain Selling broker-dealers or other financial intermediaries additional compensation for enhanced marketing opportunities and other services (commonly referred to as "marketing allowances"). Services for which such payments are made may include, but are not limited to, the preferred placement of the Company products on a company and/or product list; sales personnel training; product training; business reporting; technological support; due diligence and related costs; advertising, marketing and related services; conference; and/or other support services, including some that may benefit the Contract owner. Payments may be based on the aggregate account value attributable to Contracts sold through a Selling broker-dealer or such payments may be a fixed amount. AXA Distributors may also make fixed payments to Selling broker-dealers, for example in connection with the initiation of a new relationship or the introduction of a new product. Additionally, as an incentive for the financial professionals of Selling broker-dealers to promote the sale of the Company products, AXA Distributors may increase the sales compensation paid to the Selling broker-dealer for a period of time (commonly referred to as "compensation enhancements"). These additional payments may serve as an incentive for Selling broker-dealers to promote the sale of the Company Contracts over Contracts and other products issued by other companies. Not all Selling broker-dealers receive additional payments, and the payments vary among Selling broker-dealers. The list below includes the names of Selling broker-dealers that we are aware (as of December 31, 2010) received additional payments. These additional payments ranged from $127 to $3,689,426. The Company and its affiliates may also have additional business arrangements with Selling broker-dealers. For more information, ask your financial professional. 1st Global Capital Corporation Advantage Capital Corporation AG Edwards American General Securities Inc American Portfolios Financial Services Ameriprise Financial Services, Inc. Associated Securities Corp. Bank of America BBVA Compass Investment Solutions, Inc. CCO Investment Services Corp. Centaurus Financial, Inc. Colonial Brokerage, Inc. Comerica Securities Commonwealth Financial Network CUSO Financial Services, LP Essex National Securities Inc FFP Financial Network Investment Corporation First Allied Securities First Citizens Investor Services First Tennessee Brokerage, Inc. FSC Securities Corporation Geneos Wealth Management, Inc. H.D. Vest Investment Securities, Inc. Investment Centers of America/First Dakota Inc. IFC Holdings Inc. DBA Invest Financial Corporation Investment Professionals, Inc. Investors Capital Corporation Ironstone Securities, Inc J.P. Turner & Co. LLC James T. Borello & Co. Janney Montgomery Scott Key Investment Sevices, LLC Lincoln Financial Advisors Corporation Lincoln Financial Securities Corporation LPL Financial Corporation M&T Securities Merrill Lynch Life Agency MML Investors Services LLC Morgan Keegan Morgan Stanley Smith Barney - Morgan Stanley & Co., Incorporated Multi-Financial Securities Corporation National Planning Corporation Next Financial Group, Inc. NFP Securities, Inc. Pension Planners Securities Inc PNC Investments Prime Capital Services PrimeVest Financial Services, Inc. Oppenheimer & Co. Inc. Raymond James & Associates Inc Raymond James Financial Service RBC Capital Markets Corp. Robert W Baird Royal Alliance Associates Inc. RW Baird - Robert N. Baird & Co. Incorporated Sage Point Financial, Inc Securities America, Inc. SII Investments, Inc. Sorrento Pacific Financial LLC Stifel, Nicolaus & Co. Summit Brokerage Services, Inc Termed/Gunnallen Financial, Inc. Termed/Mutual Service Corporation Transamerica Financial Advisors, Inc. U.S Bancorp Investments, Inc. UBS Financial Services, Inc. United Planners' Financial Service of America UVEST Financial Services Group, Inc. Waterstone Financial Group, Inc. Wells Fargo Advisors Financial Network LLC Wells Fargo Advisors Wells Fargo Advisors, LLC Wells Fargo Investments, LLC Woodbury Financial Services, Inc. 39 DISTRIBUTION OF THE CONTRACTS 14. FEDERAL TAX STATUS -------------------------------------------------------------------------------- INTRODUCTION The Contract described in this prospectus is designed for use in connection with certain types of Qualified Plans and on a nonqualified basis. The ultimate effect of federal income taxes on o the value of the Contract's Fund Value, o annuity payments, o death benefit, and o economic benefit to the Owner, Annuitant, and the Beneficiary may depend upon o the type of retirement plan for which the Contract is purchased, and o the tax and employment status of the individual concerned. The following discussion of the treatment of the Contract and of the Company under the federal income tax laws is general in nature. The discussion is based on the Company's understanding of current federal income tax laws, and is not intended as tax advice. These federal income tax laws may change without notice. We cannot predict whether, when, or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider proposals in the future to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract. We cannot predict what, if any legislation will actually be proposed or enacted. Any person considering the purchase of a contract or making additional Purchase Payments under this Contract should consult a qualified tax adviser. Additional information 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. TAXATION OF ANNUITIES IN GENERAL The Contract described in this prospectus is designed for use in connection with Qualified Plans and on a nonqualified basis. 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 Contracts if the Owner is other than a natural person unless the Contract is held as an agent for a natural person. Annuity payments made under a contract are generally taxable to the Annuitant as ordinary income except to the extent of: o Participant after-tax contributions (in the case of Qualified Plans), or o Owner contributions (in the case of Non-Qualified Contracts). Owners, Annuitants, and Beneficiaries should seek advice from their own tax advisers about the tax consequences of distributions, withdrawals and payments under Non-Qualified Contracts and under any Qualified Plan in connection with which the Contract is purchased. For Qualified Contracts, among other things individuals should discuss with their tax advisors are the "required minimum distribution rules" which generally require distributions to be made after age 70-1/2 and after death, including requirements applicable to the calculation of such required distributions from annuity contracts funding Qualified Plans. Federal tax law imposes requirements for determining the amount includable in gross income with respect to distributions not received as an annuity. Distributions include, but are not limited to, transfers, including gratuitous transfers, and pledges of the contract both of which are treated the same as distributions. Distributions from all annuity contracts issued during any calendar year by the same company (or an affiliate) to the Owner (other than those issued to qualified retirement plans) in the same 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. None of these rules affects Qualified Plans. 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 (2) notifies the Company that he or she chooses not to have amounts withheld. Distributions of plan benefits from qualified retirement plans, other than traditional individual retirement arrangements ("traditional IRAs"), generally will be subject to mandatory federal income tax withholding unless they are: (1) Part of a series of substantially equal periodic payments (at least annually) for (a) the participant's life or life expectancy, (b) the joint lives or life expectancies of the participant and his/ her beneficiary, (c) or a period certain of not less than 10 years; (2) Required minimum distributions; or (3) Qualifying hardship distributions. The withholding can be avoided if the participant's interest is directly rolled over by the old plan to another eligible retirement plan, including an IRA. A direct rollover transfer to the new plan can be made only in accordance with the terms of the old plan. The Company may be liable for payment of the generation skipping transfer tax under certain circumstances. In the event that the Company determines that such liability exists, an amount necessary to pay the generation skipping transfer tax may be subtracted from the death benefit proceeds. FEDERAL TAX STATUS 40 RETIREMENT PLANS Aside from Contracts purchased on a non-qualified basis the Contract described in this prospectus currently is designed for use with the following types of retirement plans: (1) Pension and Profit Sharing Plans established by 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; and (4) Deferred compensation plans provided by certain governmental entities and tax-exempt organizations under Section 457. The tax rules applicable to participants in such retirement plans vary according to the type of plan and its terms and conditions. Therefore, no attempt is made here to provide more than general information about the use of the Contract with the various types of retirement plans. Participants in such plans as well as Owners, Annuitants, and Beneficiaries are cautioned that the rights of any person to any benefits under these plans are subject to the terms and conditions of the plans themselves, regardless of the terms and conditions of the Contract. The Company will provide purchasers of Contracts used in connection with Individual Retirement Annuities with such supplementary information as may be required by the Internal Revenue Service or other appropriate agency. Any person contemplating the purchase of a Contract should consult a qualified tax adviser. TAX TREATMENT OF THE COMPANY Under existing federal income tax laws, the income of MONY America Variable Account A, to the extent that it is applied to increase reserves under the Contract, is substantially nontaxable to the Company. 41 FEDERAL TAX STATUS 15. ADDITIONAL INFORMATION AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE -------------------------------------------------------------------------------- The Company's Annual Report on Form 10-K for the period ended December 31, 2010 (the "Annual Report") is considered to be part of this prospectus because it is incorporated by reference. The Company files reports and other information with the SEC, as required by law. You may read and copy this information at the SEC's public reference facilities at Room 1580, 100 F Street, NE, Washington, DC 20549, or by accessing the SEC's website at www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Under the Securities Act of 1933, The Company has filed with the SEC a registration statement relating to the 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. After the date of this prospectus and before we terminate the offering of the securities under the Registration Statement, all documents or reports we file with the SEC under the Securities Exchange Act of 1934 ("Exchange Act"), will be considered to become part of this prospectus because they are incorporated by reference. Any statement contained in a document that is or becomes part of this prospectus, will be considered changed or replaced for purposes of this prospectus if a statement contained in this prospectus changes or is replaced. Any statement that is considered to be a part of this prospectus because of its incorporation will be considered changed or replaced for the purpose of this prospectus if a statement contained in any other subsequently filed document that is considered to be part of this prospectus changes or replaces that statement. After that, only the statement that is changed or replaced will be considered to be part of this prospectus. We file the Registration Statement and our Exchange Act documents and reports, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, electronically according to EDGAR under CIK No. 0000835357. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the site is www.sec.gov. Upon written or oral request, we will provide, free of charge, to each person to whom this prospectus is delivered, a copy of any or all of the documents considered to be part of this prospectus because they are incorporated herein. In accordance with SEC rules, we will provide copies of any exhibits specifically incorporated by reference into the text of the Exchange Act reports (but not any other exhibits). Requests for documents should be directed to MONY Life Insurance Company of America, 1290 Avenue of the Americas, New York, New York 10104. Attention: Corporate Secretary (telephone: (212) 554-1234). You can access our website at www.axa-equitable.com. ADDITIONAL INFORMATION AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 42 16. LEGAL PROCEEDINGS -------------------------------------------------------------------------------- MONY Life Insurance Company of America and its affiliates are parties to various legal proceedings. In our view, none of these proceedings would be considered material with respect to an Owner's interest in MONY America Variable Account A, nor would any of these proceedings be likely to have a material adverse effect upon MONY America Variable Account A, our ability to meet our obligations under the contracts, or the distribution of the contracts. 43 LEGAL PROCEEDINGS 17. FINANCIAL STATEMENTS -------------------------------------------------------------------------------- The audited financial statements of MONY America Variable Account A and the Company are set forth in the Statement of Additional Information. These financial statements have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. The financial statements of the Company should be considered only as bearing upon the ability of the Company to meet its obligations under the Contracts. You should not consider the financial statements of the Company as affecting investment performance of assets in the Variable Account. PricewaterhouseCoopers LLP also provides independent audit services and certain other non-audit services to the Company as permitted by the applicable SEC independence rules, and as disclosed in the Company's Form 10-K. PricewaterhouseCoopers LLP's address is 300 Madison Avenue, New York, New York 10017. ABOUT THE GENERAL ACCOUNT This Contract was offered to customers through various financial institutions, brokerage firms and their affiliate insurance agencies. No financial institution, brokerage firm or insurance agency has any liability with respect to a Contract's account value or any guaranteed benefits with which the Contract was issued. The Company is solely responsible to the Contract owner for the Contract's account value and such guaranteed benefits. The general obligations and any guaranteed benefits under the contract are supported by the Company's general account and are subject to the Company's claims paying ability. An owner should look to the financial strength of the Company for its claims-paying ability. Assets in the general account are not segregated for the exclusive benefit of any particular Contract or obligation. General account assets are also available to the insurer's general creditors and the conduct of its routine business activities, such as the payment of salaries, rent and other ordinary business expenses. For more information about the Company's financial strength, you may review its financial statements and/or check its current rating with one or more of the independent sources that rate insurance companies for their financial strength and stability. Such ratings are subject to change and have no bearing on the performance of the variable investment options. You may also speak with your financial representative. The general account is subject to regulation and supervision by the Insurance Department of the State of Arizona and to the insurance laws and regulations of all jurisdictions where we are authorized to do business. Interests under the contracts in the general account have not been registered and are not required to be registered under the Securities Act of 1933 because of exemptions and exclusionary provisions that apply. The general account is not required to register as an investment company under the Investment Company Act of 1940 and it is not registered as an investment company under the Investment Company Act of 1940. The contract is a "covered security" under the federal securities laws. We have been advised that the staff of the SEC has not reviewed the portions of this Prospectus that relate to the general account. The disclosure with regard to the general account, however, may be subject to certain provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses. FINANCIAL STATEMENTS 44 Appendix I: Condensed financial information -------------------------------------------------------------------------------- MONY LIFE INSURANCE COMPANY OF AMERICA MONY AMERICA VARIABLE ACCOUNT A ACCUMULATION UNIT VALUES
UNIT VALUE ---------------------------------------------------------- DEC. 31, DEC. 31, DEC. 31, DEC. 31, SUBACCOUNT 2010 2009 2008 2007 ----------------------------------------------------------------------------------------------------------- All Asset Allocation $10.57 $9.32 $7.49 $10.90 ----------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation 8.41 7.54 6.00 10.01 ----------------------------------------------------------------------------------------------------------- AXA Conservative Allocation 10.41 9.84 9.08 10.34 ----------------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation 9.86 9.16 8.11 10.21 ----------------------------------------------------------------------------------------------------------- AXA Moderate Allocation 9.52 8.78 7.60 10.20 ----------------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation 9.03 8.20 6.82 10.13 ----------------------------------------------------------------------------------------------------------- Dreyfus Stock Index 9.38 8.27 6.64 10.69 ----------------------------------------------------------------------------------------------------------- EQ/BlackRock Basic Value Equity 10.86 9.81 7.63 12.19 ----------------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income 12.46 10.92 9.92 14.85 ----------------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible 6.76 6.07 4.69 8.66 ----------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research 8.61 7.52 5.78 9.69 ----------------------------------------------------------------------------------------------------------- EQ/Core Bond Index 12.75 12.18 12.00 13.32 ----------------------------------------------------------------------------------------------------------- EQ/Equity Growth PLUS 10.85 9.54 7.57 12.85 ----------------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions 13.96 12.91 11.22 13.20 ----------------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value 32.00 24.45 17.52 25.61 ----------------------------------------------------------------------------------------------------------- EQ/Intermediate Government Bond Index 13.60 13.19 -- -- ----------------------------------------------------------------------------------------------------------- EQ/International Growth 13.16 11.61 8.57 14.55 ----------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income 12.08 10.40 8.90 14.19 ----------------------------------------------------------------------------------------------------------- EQ/Mid Cap Index 14.10 11.34 8.41 16.77 ----------------------------------------------------------------------------------------------------------- EQ/Mid Cap Value PLUS 13.58 11.23 -- -- ----------------------------------------------------------------------------------------------------------- EQ/Money Market 10.63 10.77 10.88 10.77 ----------------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth 10.89 10.20 7.97 12.04 ----------------------------------------------------------------------------------------------------------- EQ/Morgan Stanley Mid Cap Growth 19.29 14.74 9.49 18.21 ----------------------------------------------------------------------------------------------------------- EQ/PIMCO Ultra Short Bond 12.30 12.36 11.60 12.26 ----------------------------------------------------------------------------------------------------------- EQ/Quality Bond PLUS 15.77 15.05 -- -- ----------------------------------------------------------------------------------------------------------- EQ/T. Rowe Price Growth Stock 9.51 8.28 5.88 10.32 ----------------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income 11.24 10.08 7.71 13.04 ----------------------------------------------------------------------------------------------------------- Fidelity VIP Contrafund(R) 14.51 12.56 9.38 16.57 ----------------------------------------------------------------------------------------------------------- Franklin Income Securities 16.67 14.99 11.21 16.15 ----------------------------------------------------------------------------------------------------------- Franklin Rising Dividends Securities 14.76 12.40 10.71 14.89 ----------------------------------------------------------------------------------------------------------- Janus Aspen Series Balanced Portfolio 15.53 14.52 11.69 14.08 ----------------------------------------------------------------------------------------------------------- Janus Aspen Series Enterprise Portfolio 10.80 8.70 6.09 10.97 ----------------------------------------------------------------------------------------------------------- Janus Aspen Series Forty Portfolio 12.61 11.97 8.29 15.05 ----------------------------------------------------------------------------------------------------------- Janus Aspen Series Worldwide Portfolio 9.18 8.03 5.91 10.83 ----------------------------------------------------------------------------------------------------------- Multimanager Small Cap Growth 18.13 14.40 10.85 18.99 ----------------------------------------------------------------------------------------------------------- Oppenheimer Global Securities Fund/VA 20.29 17.77 12.93 21.96 ----------------------------------------------------------------------------------------------------------- PIMCO VIT Global Bond (Unhedged) 18.11 16.44 14.26 14.57 ----------------------------------------------------------------------------------------------------------- UNIT VALUE ------------------------------------------------------------------------ DEC. 31, DEC. 31, DEC. 31, DEC. 31, DEC. 31, DEC. 31, SUBACCOUNT 2006 2005 2004 2003 2002 2001 -------------------------------------------------------------------------------------------------------------------------- All Asset Allocation $10.57 $9.73 $9.37 $8.75 $7.34 $9.44 -------------------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation -- -- -- -- -- -- -------------------------------------------------------------------------------------------------------------------------- AXA Conservative Allocation -- -- -- -- -- -- -------------------------------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation -- -- -- -- -- -- -------------------------------------------------------------------------------------------------------------------------- AXA Moderate Allocation -- -- -- -- -- -- -------------------------------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation -- -- -- -- -- -- -------------------------------------------------------------------------------------------------------------------------- Dreyfus Stock Index 10.30 9.04 8.75 8.01 6.33 8.26 -------------------------------------------------------------------------------------------------------------------------- EQ/BlackRock Basic Value Equity 12.21 10.24 -- -- -- -- -------------------------------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income 14.51 12.68 12.10 10.41 8.33 9.90 -------------------------------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible 7.80 -- -- -- -- -- -------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research -- -- -- -- -- -- -------------------------------------------------------------------------------------------------------------------------- EQ/Core Bond Index 13.06 -- -- -- -- -- -------------------------------------------------------------------------------------------------------------------------- EQ/Equity Growth PLUS 11.42 10.58 -- -- -- -- -------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions 12.93 11.69 11.33 10.90 -- -- -------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value 23.75 20.26 19.68 16.50 12.17 13.59 -------------------------------------------------------------------------------------------------------------------------- EQ/Intermediate Government Bond Index -- -- -- -- -- -- -------------------------------------------------------------------------------------------------------------------------- EQ/International Growth 12.69 10.24 9.18 8.84 6.85 8.61 -------------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income 13.86 -- -- -- -- -- -------------------------------------------------------------------------------------------------------------------------- EQ/Mid Cap Index -- -- -- -- -- -- -------------------------------------------------------------------------------------------------------------------------- EQ/Mid Cap Value PLUS -- -- -- -- -- -- -------------------------------------------------------------------------------------------------------------------------- EQ/Money Market 10.40 10.07 -- -- -- -- -------------------------------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth 10.10 9.49 9.12 8.88 7.69 10.15 -------------------------------------------------------------------------------------------------------------------------- EQ/Morgan Stanley Mid Cap Growth -- -- -- -- -- -- -------------------------------------------------------------------------------------------------------------------------- EQ/PIMCO Ultra Short Bond 11.14 11.25 11.31 10.94 10.50 -- -------------------------------------------------------------------------------------------------------------------------- EQ/Quality Bond PLUS -- -- -- -- -- -- -------------------------------------------------------------------------------------------------------------------------- EQ/T. Rowe Price Growth Stock 9.75 10.30 10.04 8.96 5.94 8.53 -------------------------------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income 13.06 11.60 10.79 9.66 7.67 10.50 -------------------------------------------------------------------------------------------------------------------------- Fidelity VIP Contrafund(R) 14.29 12.98 11.26 9.90 7.81 8.74 -------------------------------------------------------------------------------------------------------------------------- Franklin Income Securities 15.78 13.53 13.49 12.01 -- -- -------------------------------------------------------------------------------------------------------------------------- Franklin Rising Dividends Securities 15.51 13.42 13.15 12.01 -- -- -------------------------------------------------------------------------------------------------------------------------- Janus Aspen Series Balanced Portfolio 12.91 11.82 11.10 10.37 9.21 9.98 -------------------------------------------------------------------------------------------------------------------------- Janus Aspen Series Enterprise Portfolio 9.11 8.13 7.33 6.16 4.62 6.50 -------------------------------------------------------------------------------------------------------------------------- Janus Aspen Series Forty Portfolio 11.14 10.32 9.27 7.95 6.68 8.03 -------------------------------------------------------------------------------------------------------------------------- Janus Aspen Series Worldwide Portfolio 10.02 8.59 8.22 7.95 6.50 8.85 -------------------------------------------------------------------------------------------------------------------------- Multimanager Small Cap Growth 18.57 17.07 16.08 14.49 11.93 15.92 -------------------------------------------------------------------------------------------------------------------------- Oppenheimer Global Securities Fund/VA 20.98 18.12 16.10 13.73 -- -- -------------------------------------------------------------------------------------------------------------------------- PIMCO VIT Global Bond (Unhedged) 13.46 13.04 14.15 12.97 11.49 -- --------------------------------------------------------------------------------------------------------------------------
~~I-1 APPENDIX I: CONDENSED FINANCIAL INFORMATION~~
UNIT VALUE ---------------------------------------------------------- DEC. 31, DEC. 31, DEC. 31, DEC. 31, SUBACCOUNT 2010 2009 2008 2007 ----------------------------------------------------------------------------------------------------------- ProFund VP Bear 5.03 6.20 8.71 6.31 ----------------------------------------------------------------------------------------------------------- ProFund VP Rising Rates Opportunity 5.23 6.32 4.84 7.92 ----------------------------------------------------------------------------------------------------------- ProFund VP UltraBull 10.92 9.06 6.35 19.74 ----------------------------------------------------------------------------------------------------------- UNIT VALUE ------------------------------------------------------------------------ DEC. 31, DEC. 31, DEC. 31, DEC. 31, DEC. 31, DEC. 31, SUBACCOUNT 2006 2005 2004 2003 2002 2001 -------------------------------------------------------------------------------------------------------------------------- ProFund VP Bear 6.36 6.97 7.16 8.09 -- -- -------------------------------------------------------------------------------------------------------------------------- ProFund VP Rising Rates Opportunity 8.46 7.79 8.57 9.75 -- -- -------------------------------------------------------------------------------------------------------------------------- ProFund VP UltraBull 19.84 16.34 16.14 13.96 -- -- --------------------------------------------------------------------------------------------------------------------------
~~APPENDIX I: CONDENSED FINANCIAL INFORMATION I-2~~
UNITS OUTSTANDING ------------------------------------------------------------------------------- DEC. 31, DEC. 31, DEC. 31, DEC. 31, DEC. 31, SUBACCOUNT 2010 2009 2008 2007 2006 ----------------------------------------------------------------------------------------------------------------------------------- All Asset Allocation 2,681,015 3,190,836 3,976,044 5,513,287 7,300,951 ----------------------------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation 125,972 109,441 57,982 23,678 -- ----------------------------------------------------------------------------------------------------------------------------------- AXA Conservative Allocation 221,943 178,106 171,180 25,364 -- ----------------------------------------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation 155,794 158,842 191,867 84,997 -- ----------------------------------------------------------------------------------------------------------------------------------- AXA Moderate Allocation 371,177 476,016 592,487 235,127 -- ----------------------------------------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation 269,294 293,026 202,158 44,505 -- ----------------------------------------------------------------------------------------------------------------------------------- Dreyfus Stock Index 1,831,626 2,258,134 3,003,891 4,131,405 5,268,532 ----------------------------------------------------------------------------------------------------------------------------------- EQ/BlackRock Basic Value Equity 181,943 245,928 378,596 588,447 162,707 ----------------------------------------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income 661,133 866,996 1,228,517 1,872,979 2,493,147 ----------------------------------------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible 204,371 264,142 305,886 392,763 491,154 ----------------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research 277,556 346,955 464,204 704,758 -- ----------------------------------------------------------------------------------------------------------------------------------- EQ/Core Bond Index 1,617,336 2,064,117 770,250 1,462,548 1,907,446 ----------------------------------------------------------------------------------------------------------------------------------- EQ/Equity Growth PLUS 814,368 1,015,952 1,340,581 2,049,590 2,697,953 ----------------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions 145,562 181,250 228,727 307,858 355,264 ----------------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value 1,525,805 1,863,329 2,470,253 3,497,734 4,619,713 ----------------------------------------------------------------------------------------------------------------------------------- EQ/Intermediate Government Bond 725,776 946,198 -- -- -- Index ----------------------------------------------------------------------------------------------------------------------------------- EQ/International Growth 566,604 733,386 951,223 1,314,677 1,619,060 ----------------------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income 345,304 448,092 673,983 1,137,673 1,582,779 ----------------------------------------------------------------------------------------------------------------------------------- EQ/Mid Cap Index 63,808 72,187 126,854 166,194 -- ----------------------------------------------------------------------------------------------------------------------------------- EQ/Mid Cap Value PLUS 647,302 822,335 -- -- -- ----------------------------------------------------------------------------------------------------------------------------------- EQ/Money Market 1,476,653 1,814,818 2,886,956 3,268,106 3,783,141 ----------------------------------------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth 4,022,399 5,040,656 6,247,168 8,542,516 12,014,014 ----------------------------------------------------------------------------------------------------------------------------------- EQ/Morgan Stanley Mid Cap Growth 284,685 314,142 373,739 616,094 -- ----------------------------------------------------------------------------------------------------------------------------------- EQ/PIMCO Ultra Short Bond 303,672 462,400 453,559 444,115 607,070 ----------------------------------------------------------------------------------------------------------------------------------- EQ/Quality Bond PLUS 678,561 868,263 -- -- -- ----------------------------------------------------------------------------------------------------------------------------------- EQ/T. Rowe Price Growth Stock 1,517,985 1,837,732 2,322,411 3,097,303 4,266,241 ----------------------------------------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income 1,877,719 2,301,746 2,986,644 4,058,934 5,288,888 ----------------------------------------------------------------------------------------------------------------------------------- Fidelity VIP Contrafund(R) 1,814,712 2,228,837 2,979,630 4,309,960 4,132,884 ----------------------------------------------------------------------------------------------------------------------------------- Franklin Income Securities 407,327 491,997 711,395 1,026,999 1,032,610 ----------------------------------------------------------------------------------------------------------------------------------- Franklin Rising Dividends Securities 163,952 173,655 246,117 358,103 418,715 ----------------------------------------------------------------------------------------------------------------------------------- Janus Aspen Series Balanced Portfolio 1,184,523 1,470,007 1,954,684 2,761,884 3,539,301 ----------------------------------------------------------------------------------------------------------------------------------- Janus Aspen Series Enterprise Portfolio 1,131,580 1,419,916 1,722,276 2,242,169 2,826,266 ----------------------------------------------------------------------------------------------------------------------------------- Janus Aspen Series Forty Portfolio 1,010,518 1,289,315 1,547,604 1,997,448 2,485,058 ----------------------------------------------------------------------------------------------------------------------------------- Janus Aspen Series Worldwide Portfolio 1,206,618 1,502,931 1,795,688 2,357,570 2,964,196 ----------------------------------------------------------------------------------------------------------------------------------- Multimanager Small Cap Growth 599,656 773,448 997,235 1,431,540 2,003,547 ----------------------------------------------------------------------------------------------------------------------------------- Oppenheimer Global Securities Fund/VA 240,081 329,171 528,621 879,138 1,058,049 ----------------------------------------------------------------------------------------------------------------------------------- PIMCO VIT Global Bond (Unhedged) 165,708 224,099 311,052 444,312 568,823 ----------------------------------------------------------------------------------------------------------------------------------- ProFund VP Bear 54,582 46,231 117,167 38,052 37,753 ----------------------------------------------------------------------------------------------------------------------------------- ProFund VP Rising Rates Opportunity 45,613 71,161 54,450 96,834 195,027 ----------------------------------------------------------------------------------------------------------------------------------- ProFund VP UltraBull 75,957 120,086 67,276 74,392 93,443 ----------------------------------------------------------------------------------------------------------------------------------- UNITS OUTSTANDING ------------------------------------------------------------------------------- DEC. 31, DEC. 31, DEC. 31, DEC. 31, DEC. 31, SUBACCOUNT 2005 2004 2003 2002 2001 ----------------------------------------------------------------------------------------------------------------------------------- All Asset Allocation 9,232,209 11,109,364 13,202,566 15,109,160 18,385,691 ----------------------------------------------------------------------------------------------------------------------------------- AXA Aggressive Allocation -- -- -- -- -- ----------------------------------------------------------------------------------------------------------------------------------- AXA Conservative Allocation -- -- -- -- -- ----------------------------------------------------------------------------------------------------------------------------------- AXA Conservative-Plus Allocation -- -- -- -- -- ----------------------------------------------------------------------------------------------------------------------------------- AXA Moderate Allocation -- -- -- -- -- ----------------------------------------------------------------------------------------------------------------------------------- AXA Moderate-Plus Allocation -- -- -- -- -- ----------------------------------------------------------------------------------------------------------------------------------- Dreyfus Stock Index 6,734,123 8,132,629 9,138,583 9,933,628 10,780,679 ----------------------------------------------------------------------------------------------------------------------------------- EQ/BlackRock Basic Value Equity 138,603 -- -- -- -- ----------------------------------------------------------------------------------------------------------------------------------- EQ/Boston Advisors Equity Income 3,121,754 3,207,756 2,990,192 3,454,574 3,446,564 ----------------------------------------------------------------------------------------------------------------------------------- EQ/Calvert Socially Responsible -- -- -- -- -- ----------------------------------------------------------------------------------------------------------------------------------- EQ/Capital Guardian Research -- -- -- -- -- ----------------------------------------------------------------------------------------------------------------------------------- EQ/Core Bond Index -- -- -- -- -- ----------------------------------------------------------------------------------------------------------------------------------- EQ/Equity Growth PLUS 3,382,866 -- -- -- -- ----------------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Mergers and Acquisitions 281,983 226,652 191,335 -- -- ----------------------------------------------------------------------------------------------------------------------------------- EQ/GAMCO Small Company Value 6,024,921 7,075,206 7,841,899 8,512,905 8,277,605 ----------------------------------------------------------------------------------------------------------------------------------- EQ/Intermediate Government Bond -- -- -- -- -- Index ----------------------------------------------------------------------------------------------------------------------------------- EQ/International Growth 1,680,543 1,911,713 2,103,075 2,031,440 2,239,322 ----------------------------------------------------------------------------------------------------------------------------------- EQ/Lord Abbett Growth and Income -- -- -- -- -- ----------------------------------------------------------------------------------------------------------------------------------- EQ/Mid Cap Index -- -- -- -- -- ----------------------------------------------------------------------------------------------------------------------------------- EQ/Mid Cap Value PLUS -- -- -- -- -- ----------------------------------------------------------------------------------------------------------------------------------- EQ/Money Market 4,407,396 -- -- -- -- ----------------------------------------------------------------------------------------------------------------------------------- EQ/Montag & Caldwell Growth 6,339,010 16,012,029 18,983,764 19,728,594 22,923,973 ----------------------------------------------------------------------------------------------------------------------------------- EQ/Morgan Stanley Mid Cap Growth -- -- -- -- -- ----------------------------------------------------------------------------------------------------------------------------------- EQ/PIMCO Ultra Short Bond 800,622 925,861 915,521 593,890 -- ----------------------------------------------------------------------------------------------------------------------------------- EQ/Quality Bond PLUS -- -- -- -- -- ----------------------------------------------------------------------------------------------------------------------------------- EQ/T. Rowe Price Growth Stock 5,964,804 7,351,694 8,435,080 8,681,637 10,502,862 ----------------------------------------------------------------------------------------------------------------------------------- EQ/UBS Growth and Income 6,768,008 8,081,277 9,561,842 11,273,375 13,764,821 ----------------------------------------------------------------------------------------------------------------------------------- Fidelity VIP Contrafund(R) 4,769,384 5,109,618 5,524,076 5,965,404 6,410,695 ----------------------------------------------------------------------------------------------------------------------------------- Franklin Income Securities 924,609 587,543 241,886 -- -- ----------------------------------------------------------------------------------------------------------------------------------- Franklin Rising Dividends Securities 347,075 333,759 216,239 -- -- ----------------------------------------------------------------------------------------------------------------------------------- Janus Aspen Series Balanced Portfolio 4,375,862 5,057,432 5,892,043 6,980,943 7,262,031 ----------------------------------------------------------------------------------------------------------------------------------- Janus Aspen Series Enterprise Portfolio 3,502,925 4,107,171 4,901,662 5,654,695 7,138,296 ----------------------------------------------------------------------------------------------------------------------------------- Janus Aspen Series Forty Portfolio 3,187,808 3,832,050 4,588,875 5,496,952 6,781,107 ----------------------------------------------------------------------------------------------------------------------------------- Janus Aspen Series Worldwide Portfolio 3,890,586 4,838,805 5,937,772 7,157,869 8,403,354 ----------------------------------------------------------------------------------------------------------------------------------- Multimanager Small Cap Growth 2,557,971 3,066,363 3,596,274 3,994,202 4,211,857 ----------------------------------------------------------------------------------------------------------------------------------- Oppenheimer Global Securities Fund/VA 995,554 764,151 262,808 -- -- ----------------------------------------------------------------------------------------------------------------------------------- PIMCO VIT Global Bond (Unhedged) 672,896 649,315 539,620 410,504 -- ----------------------------------------------------------------------------------------------------------------------------------- ProFund VP Bear 32,469 28,387 11,301 -- -- ----------------------------------------------------------------------------------------------------------------------------------- ProFund VP Rising Rates Opportunity 263,771 345,652 205,410 -- -- ----------------------------------------------------------------------------------------------------------------------------------- ProFund VP UltraBull 123,690 157,450 125,726 -- -- -----------------------------------------------------------------------------------------------------------------------------------
I-3 APPENDIX I: CONDENSED FINANCIAL INFORMATION Statement of Additional Information -------------------------------------------------------------------------------- TABLE OF CONTENTS MAY 1, 2011 ~~PAGE Additional information about the Company 2 About our independent registered public accounting firm 2 Sale~~ of the ~~contracts~~loan that is allocated to that Segment. It is equal to a percentage of the Early Distribution Adjustment that would apply if a full distribution from the Segment were being made, rather than only a partial distribution. This percentage would be 44.32545% for Segment 1 in this example: i.e., 373.34 (the amount of reduction in Segment Distribution Value as a result of the loan) divided by 842.27 (the Segment Distribution Value before the loan). Thus, the Early Distribution Adjustment that is deducted for Segment 1 due to the loan in this example would be 69.91 (i.e., 44.32545% of the 157.73 Early Distribution adjustment shown in Example III above that would apply if a full rather than only a partial distribution from the Segment were being made). Of this 69.91, 72.43 would be attributable to the Put Option Component and -2.51 would be attributable to the Charge Refund Component (which are calculated by applying 44.32545% to the 163.40 Put Option Component and the 5.67 Charge Refund Component shown in Example III). Similarly, the Early Distribution Adjustment deducted as a result of the loan from Segment 2 ~~Federal tax status 2 Financial statements 4~~ would be 66.59, of which 67.43 would be attributable to the Put Option Component and -0.84 would be attributable to the Charge Refund Component.
If you would like to receive a copy of the MONY America Variable Account A Statement of Additional Information, please return this request to: MONY Life Insurance Company of America Policyholder Services 100 Madison Street Syracuse, New York 13202 1-800-487-6669 www.axa-equitable.com. - Please send me a copy of the MONY America Variable Account A Statement of Additional Information. -------------------------------------------------------------------------------- Name -------------------------------------------------------------------------------- Address -------------------------------------------------------------------------------- City State Zip MLA-CM
(c)
The Segment Account Value after Loan represents the Segment Account Value before Loan minus the Loan Allocation and the Early Distribution Adjustment. For example, for Segment 1, that would be 1,000 – 373.34 – 69.93 = 556.73.
(d)
Segment Distribution Value after Loan represents the amount a policy owner would receive from a Segment if they decided to surrender their policy immediately after this loan transaction. We would take the pre-loan Segment Distribution Value (shown in Example III above) and subtract the Loan Allocation. For example, for Segment 1, that would be 842.27 – 373.34 = 468.93.]
25
PART II ~~ITEM 14.OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION~~
~~ESTIMATED~~
ITEM 14.
OTHER EXPENSES OF ~~EXPENSE EXPENSE --------------- ---------~~ Registration fees $5,959.20 Federal taxes N/A State taxes and fees (based on 50 state average) N/A Trustees' fees N/A Transfer agents' fees N/A Printing and filing fees $ 50,000* Legal fees N/A Accounting fees N/A Audit fees $ 20,000* Engineering fees N/A Directors and officers insurance premium paid by Registrant N/A ISSUANCE AND DISTRIBUTION
~~-------- * Estimated expense. ITEM 15.INDEMNIFICATION OF DIRECTORS AND OFFICERS~~
ITEM OF EXPENSE
   ESTIMATED
EXPENSE
Registration fees
   $ 0.00
Federal taxes
   N/A
State taxes and fees (based on 50 state average)
   N/A
Trustees’ fees
   N/A
Transfer agents’ fees
   N/A
Printing and filing fees
   $ 50,000 *
Legal fees
   N/A
Accounting fees
   N/A
Audit fees
   $ 20,000 *
Engineering fees
   N/A
Directors and officers insurance premium paid by Registrant
   N/A
*
Estimated expense.
ITEM 15.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The By-Laws of ~~MONY~~Equitable Financial Life Insurance Company of America provide, in Article VI as follows:
ARTICLE VI
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
SECTION 1. NATURE OF INDEMNITY. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including ~~attorneys'~~attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including ~~attorneys'~~attorneys’ fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably
1
entitled to indemnity.
The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of no contest or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
SECTION 6. SURVIVAL; PRESERVATION OF OTHER RIGHTS. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of Title 10, Arizona Revised Statutes are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a ~~"contract right"~~“contract right” may not be modified retroactively without the consent of such director, officer, employee or agent.
The indemnification provided by this Article shall not be deemed exclusive of any other right to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
SECTION 7. INSURANCE. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this By-Law.
The directors and officers of Equitable Financial Life Insurance Company of America are insured under policies issued by X.L. Insurance Company, Arch Insurance Company, Sombo (Endurance Specialty Insurance Company), U.S. Specialty Insurance, ACE (Chubb), Chubb Insurance Company, AXIS Insurance Company, Zurich Insurance Company, AWAC (Allied World Assurance Company, Ltd.), Aspen Bermuda XS, CAN, AIG, One Beacon, Nationwide, Berkley, Berkshire, SOMPO, Chubb, Markel and ARGO RE Ltd. The annual limit on such policies is $300 million, and the policies insure the officers and directors against certain liabilities arising out of their conduct in such capacities.
ITEM ~~16.EXHIBITS (1)Form of~~ 16. EXHIBITS
Underwriting Agreement. ~~(a)~~
(1) Wholesale Distribution Agreement dated April 1, 2005 by and between MONY Life Insurance Company of America, MONY Securities Corporation, and AXA Distributors, LLC, ~~et al.,~~is incorporated herein by reference to the Registration Statement on Form S-3 (333-177419) filed ~~herewith. (b) Broker-Dealer~~on October 20, 2011.
(a) Form of the First Amendment dated as of October 1, 2013, to the Whole Distribution ~~and Servicing~~ Agreement dated ~~June 6,~~as of April 1, 2005, ~~made by and~~ between MONY Life Insurance Company of America and AXA ~~Advisors,~~Distributors, LLC, is incorporated herein by reference ~~to Post-Effective Amendment No. 3~~ to the Registration Statement on Form ~~N-6 (333-104162),~~S-1 (File No. 333-195491) filed on April ~~25, 2006. (c)~~19, 2016.
(b) Second Amendment dated as of August 1, 2015 to the Wholesale Distribution Agreement dated as of April 1, 2005 between MONY Life Insurance Company of America and AXA Distributors, LLC, incorporated herein by reference to the Registration Statement on Form S-1 (File No. 333-195491) filed on April 19, 2016.
(2) Broker-Dealer and General Agent Sales Agreement between Equitable Distributors, LLC and Broker-Dealer and General Agent, incorporated herein by reference to the Registration Statement on Form S-3 (File No. 333-265027) filed on January 30, 2024.
(3) Wholesale Broker-Dealer Supervisory and Sale Agreement between the Broker-Dealer and Equitable Distributors, LLC, incorporated herein by reference to the Registration Statement on Form S-3 (File No. 333-265027) filed on January 30, 2024.
(4) Broker General Agent Agreement between Broker General Agent and Equitable Distributors, LLC, incorporated herein by reference to the Registration Statement on Form S-3 (File No. 333-265027) filed on January 30, 2024.
(a) Amendment to Brokerage General Agent Sales Agreement between Brokerage General Agency and Equitable Distributors, LLC, incorporated herein by reference to the Registration Statement on Form S-3 (File No. 333-265027) filed on January 30, 2024.
(5) General Agent Sales Agreement dated June 6, 2005, by and between MONY Life Insurance Company of America and AXA Network, LLC, incorporated herein by reference to ~~Post-Effective Amendment No. 3 to~~ the ~~Registration Statement~~registration statement on Form ~~N-6 (333-104162),~~S-1 (File No. 333-180068) filed on ~~April 25, 2006. (d)~~ March 13, 2012.
(a) First Amendment dated as of August 1, 2006 to General Agent Sales Agreement dated as of August 1, 2006 by and between MONY Life Insurance Company of America and AXA Network, incorporated herein by reference to Exhibit (c)(9) to the Registration Statement on Form N-6 (File No. 333-134304) filed on March 1, 2012.
(b) Second Amendment dated as of April 1, 2008 to General Agent Sales Agreement dated as of April 1, 2008 by and between MONY Life Insurance Company of America and AXA Network, LLC, incorporated herein by reference to the registration statement on Form S-1 (File No. 333-180068) filed on March 13, 2012.
(c) Fourth Amendment to General Agent Sales Agreement dated as of October 1, 2014 by and between MONY Life Insurance Company of America and AXA Network, LLC, incorporated herein by reference to this Registration Statement on Form S-3 (File No. 333-236437) filed on March 14, 2022.
(d) Fifth Amendment to General Agent Sales Agreement, dated as of June 1, 2015 by and between MONY LIFE INSURANCE COMPANY OF AMERICA (“MONY America”) and AXA NETWORK, LLC and the additional affiliated entities of AXA Network, LLC, incorporated herein by reference to this Registration Statement on Form N-6 (File No. ~~333-104162)~~333-207014) on December 23, 2015.
(e) Sixth Amendment to General Agent Sales Agreement, dated as of August 1, 2015, by and between MONY Life Insurance Company of America (“MONY America”), an Arizona life insurance company, and AXA NETWORK, LLC, a Delaware limited liability company (“General Agent”), incorporated herein by reference to the Registration Statement on Form N-6 (File No. 333-191149) filed on April ~~25, 2007.~~ 19, 2019.
(f) Seventh Amendment to the General Agent Sales Agreement, dated as of April 1, 2016, is by and between MONY Life Insurance Company of America (“MONY America”), an Arizona life insurance company, and AXA Network, LLC, a Delaware limited liability company (“General Agent”), incorporated herein by reference to the Registration Statement on Form N-6 (File No. 333-191149) filed on April 19, 2019.
(g) Eighth Amendment to the General Agent Sales Agreement, dated as of November 1, 2019 is by and between MONY Life Insurance Company of America (“MONY America”), an Arizona life insurance company, and AXA Network, LLC, a Delaware limited liability company (“General Agent”), incorporated herein by reference to Registration Statement on Form N-6 (File No. 333-229238) filed on April 21, 2021.
(h) Ninth Amendment to the General Agent Sales Agreement, dated as of October 1, 2020 is by and between Equitable Financial Life Insurance Company of America (“EFLOA”), an Arizona life insurance company, and Equitable Network, LLC, a Delaware limited liability company (“General Agent”), incorporated herein by reference to Registration Statement on Form N-6 (File No. 333-229238) filed on April 21, 2021.
(i) Tenth Amendment to General Agent Sales Agreement dated as of September 1, 2021, by and between Equitable Financial Life Insurance Company of America and Equitable Network, LLC, incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-248907) filed on April 22, 2022.
(j) Eleventh Amendment to General Agent Sales Agreement dated as of November 1, 2021, by and between Equitable Financial Life Insurance Company of America and Equitable Network, LLC, incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-248907) filed on April 22, 2022.
(6) Broker-Dealer Distribution and Servicing Agreement, dated June 6, 2005, made by and between MONY Life Insurance Company of America and AXA Advisors, LLC, incorporated herein by reference to the registration statement on Form S-1 (File No. 333-180068) filed on March 13, 2012.
(2)Not ~~applicable.~~ Applicable.
(4)Form of ~~Policy. (a) Proposed form of flexible payment variable annuity contract,~~policy.
(1) Variable Indexed Option Rider (R09-30), incorporated herein by reference to Exhibit 4 to the Registration Statement (File No. ~~333-59717)~~333-167938 on Form ~~N-4,~~S-3, filed on ~~July 23, 1998. (b) Proposed form of flexible payment variable annuity contract,~~September 30, 2010.
(2) Variable Indexed Option Rider (ICC09-R09-30), incorporated herein by reference to Exhibit 4 to Registration Statement (File No. 333-72632) on Form N-4, filed on January 9, 2002. (5)Opinion and consent of counsel regarding legality (a) Opinion and consent of David S. Waldman as to the legality of the securities being registered, incorporated herein by reference to Post-Effective Amendment No. 1 to Form S-1 on Form S-2 (File No. 333-105089) filed on August 4, 2004. (b) Opinion and consent of Dodie Kent, Esq., Vice President and Associate General Counsel of MONY Life Insurance Company of America as to the legality of the securities being registered, incorporated herein by reference to Form S-1 (333-132810) filed on March 27, 2006. (c) Opinion and consent of Dodie Kent Esq., Vice President and Associate General Counsel of MONY Life Insurance Company of America as to the legality of the securities being registered, incorporated herein by reference to Post-Effective Amendment No. 1registration statement on Form S-1 (File No. ~~333-132810)~~333-180068) filed on ~~April 27, 2007. (d)~~ March 13, 2012.
2
(5) Opinion and consent of ~~Dodie Kent Esq., Vice President and Associate General Counsel of MONY Life Insurance Company of America 2~~ as to the legality of securities being registered, incorporated herein by reference to Post-Effective Amendment No. 2 on Form S-1 (File No. 333-132810) filed on April 24, 2008. (e) Opinion and consent of Dodie Kent Esq., Vice President and Associate General Counsel of MONY Life Insurance Company of America as to the legality of securities being registered, incorporated herein by reference to Form S-3 (File No. 333-155348) filed on November 13, 2008. (f) Opinion and consent of Dodie Kent Esq., Vice President and Associate General Counsel of MONY Life Insurance Company of America as to the legality of securities being registered,Counsel. filed herewith.
(8)Opinion and consent of Robert Levy as to tax matters, incorporated herein by reference to Post-Effective Amendment No. 1 to Form S-1 on Form S-2 (File No. 333-105089) filed on August 4, 2004. (12)Not ~~applicable. (15)~~Applicable.
(12) Not ~~applicable. 3~~ Applicable.
(15) Not Applicable.
(23)~~Consents of Experts and Counsel. (a)~~ Consent of ~~PricewaterhouseCoopers LLP,~~ independent registered public accounting firm, to be filed ~~herewith. (b) See Item (5) above.~~ by Amendment.
(24)~~Powers of Attorney. (a)~~ Powers of Attorney, ~~are~~ filed herewith.
(25)Not ~~applicable.~~ Applicable.
(26)Not ~~applicable. 4~~ ITEM 17.UNDERTAKINGS (a)The undersigned registrant hereby undertakes: (1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i)to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii)to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectusApplicable.
(EX-107) Filing Fees Table, filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii)to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this Registration Statement. (2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. herewith.
3
ITEM 17.
UNDERTAKINGS
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
to include any prospectus required by section 10 (a) (3) of the Securities Act of 1933;
(ii)
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a) (1) (i), (a) (1) (ii) and (a) (1) (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15 (d) of the Securities Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424 (b) that is part of this Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424 (b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
4
(5)
That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement 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.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
5 (5)That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. (b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement 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. (c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 6
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 on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the ~~City~~city and State of New York on this ~~20th~~6th day of October, 2011. MONY Life Insurance Company of America (Registrant) By: /s/ Dodie Kent ------------------------------------ Dodie Kent Vice President and Associate General Counsel MONY Life Insurance Company of America March, 2024.
Equitable Financial Life Insurance Company of America
(Registrant)
By: /s/ Alfred Ayensu-Ghartey
Alfred Ayensu-Ghartey
Vice President and Associate General Counsel
Equitable Financial Life Insurance Company of America
Pursuant to ~~the~~ requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated: PRINCIPAL EXECUTIVE OFFICERS: *Mark Pearson Chairman of the Board, Chief Executive Officer and Director PRINCIPAL FINANCIAL OFFICER: *Richard S. Dziadzio Senior Executive Vice President Chief Financial Officer and Treasurer PRINCIPAL ACCOUNTING OFFICER: *Alvin H. Fenichel Senior Vice President and Chief Accounting Officer *DIRECTORS: Henri de Castries Anthony J. Hamilton Mark Pearson Ramon de Oliveira James F. Higgins Lorie A. Slutsky Denis Duverne Peter S. Kraus Ezra Suleiman Charlynn Goins Andrew J. McMahon Peter J. Tobin Danny L. Hale Scott D. Miller Richard C. Vaughan *By: /s/ Dodie Kent ------------------------- Dodie Kent Attorney-in-Fact October 20, 2011 7 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION TAG VALUE ----------- ------------------------------------------------------- --------- (1)(a) Wholesale Distribution Agreement between MONY Life Insurance Company of America, MONY Securities Corporation and AXA Distributors, LLC, et al. Ex-99.1a (5)(f) Opinion and Consent of Counsel Ex-99.5f (23)(a) Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm Ex-99.23a 24(a) Powers of Attorney Ex-99.24a
PRINCIPAL EXECUTIVE OFFICER:
*Mark Pearson Chief Executive Officer and Director
PRINCIPAL FINANCIAL OFFICER:
*Robin Raju Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
*William Eckert Chief Accounting Officer
*DIRECTORS:
Arlene Isaacs-Lowe
Daniel G. Kaye
Francis Hondal
Craig MacKay
Mark Pearson
Bertram Scott
Charles G.T. Stonehill
George Stansfield
Joan Lamm-Tennant
*By: /s/ Alfred Ayensu-Ghartey
Alfred Ayensu-Ghartey
Attorney-in-Fact
March 6, 2024


EVM-109 (5/24)		Cat # 162692 (5/24)
NB Equitable Advantage (EFLIC/EFLOA)		#473060


The Company		4


1. Definitions		5


2. Key Features of the Market Stabilizer Option^®		7


3. Fee Table Summary		8


4. Risk Factors		9
COVID-19		10
Cybersecurity risks and catastrophic events		10


5. Description of the Market Stabilizer Option^®		12
MSO Holding Account		12
Segments		12
Segment maturity		13
Growth Cap Rate		13
Index-Linked Return		13
Change in Index		14
Charges		14
Charge Reserve Amount		15
How we deduct policy monthly charges during a Segment Term		15
Early Distribution Adjustment		16


6. Distribution of the policy		21


7. Incorporation of certain documents by reference		22


Appendices

Large accelerated filer

Accelerated filer

Non-accelerated filer

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Smaller reporting company

Emerging growth company