<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
MONY SERIES FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
FREDERICK C. TEDESCHI
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
<PAGE> 2
1740 BROADWAY, NEW YORK, N.Y. 10019 212-708-2000
- --------------------------------------------------------------------------------
MONY LIFE INSURANCE COMPANY OF AMERICA
MUTUAL LIFE INSURANCE COMPANY OF NEW YORK
MONY AMERICA VARIABLE ACCOUNTS L, S AND A
MONY VARIABLE ACCOUNTS L, S AND A
KEYNOTE SERIES ACCOUNT
Dear Variable Contract Holders:
Enclosed is a notice of Special Meeting of Shareholders of the MONY Series
Fund, Inc. (the "Fund") to be held at the offices of the Fund, 1740 Broadway,
New York, New York on October 14, 1997 at 2:00 p.m. (the "Meeting"). At the
Meeting, Shareholders of the Fund's Portfolios will be asked to approve an
amended investment advisory agreement with MONY Life Insurance Company of
America ("MONY America") (the "Amended Adviser's Agreement"), to elect
directors, and to ratify the selection of Coopers & Lybrand, L.L.P. to act as
independent accountants for the Fund ("Coopers & Lybrand Appointment").
The Amended Adviser's Agreement provides for increased management fees
(except with respect to the Money Market Portfolio) and for the reallocation of
certain fees and expenses of the operation of the Fund from MONY America to the
Fund. The Amended Adviser's Agreement is otherwise substantially the same as the
existing agreement between the parties and is discussed in the accompanying
Proxy Statement.
The Fund's Board of Directors has approved the Amended Adviser's Agreement,
and the Coopers & Lybrand Appointment and further recommends that the
Shareholders approve the Amended Adviser's Agreement, the Coopers & Lybrand
Appointment and confirm the Board's recommendation by electing the proposed
directors.
As an owner of a variable contract that participates in MONY America
Variable Accounts L, S or A, MONY Variable Accounts L, S or A, or Keynote Series
Account you are entitled to instruct MONY Life Insurance Company of America or
The Mutual Life Insurance Company of New York how to vote a number of shares of
capital stock of MONY Series Fund, Inc. Related to your interest in the Accounts
as of the close of business on August 29, 1997. The attached Notice of Special
Meeting of Shareholders and Proxy Statement concerning the Special Meeting of
Shareholders describe the matters to be considered at the Meeting.
You are cordially invited to attend the Meeting. Since it is important that
your vote be represented whether or not you are able to attend, you are urged to
consider these matters and to exercise your voting instructions by completing,
dating, signing and returning the enclosed Voting Instruction Form in the
accompanying return envelope at your earliest convenience. Of course, we hope
that you will be able to attend the Meeting, and if you wish, you may vote your
shares in person, even though you may have already returned a Voting Instruction
Form. Please respond promptly in order to save additional costs of proxy
solicitation in order to make sure you are represented.
Sincerely,
KENNETH M. LEVINE
Chairman of the Board and President
MONY Series Fund, Inc.
MONY SERIES FUND, INC.
<PAGE> 3
MONY SERIES FUND, INC.
------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 14, 1997
------------------------
TO THE SHAREHOLDERS:
Notice is hereby given that a special meeting of Shareholders (the
"Meeting") of the MONY Series Fund, Inc., (the "Fund"), will be held at the
offices of the Fund, 1740 Broadway, New York, New York 10019, on October 14,
1997 at 2:00 p.m., Eastern Standard Time, for the following purposes:
(1) To approve or disapprove an Amended Adviser's Agreement between
the Fund and MONY Life Insurance Company of America, a wholly-owned
subsidiary of The Mutual Life Insurance Company of New York, resulting in
(a) an increase in the management fees for the Fund's Portfolios, and (b)
the reallocation of all fees and expenses associated with the computation
of the net asset value of the Fund's capital stock attributable to the
various Fund Portfolios and of the cost of providing accounting services
from MONY Life Insurance Company of America to the Fund.
(2) To elect five members of the Board of Directors of MONY Series
Fund, Inc., each to serve until the next annual meeting or until successors
are duly elected and qualified.
(3) To ratify or reject the selection of Coopers & Lybrand, L.L.P. to
act as independent accountants of the Fund for the fiscal year ending
December 31, 1997.
(4) To act upon such other matters as properly may come before the
Meeting or any adjournment or adjournments thereof.
The close of business on August 29, 1997 has been fixed as the record date
for the determination of Shareholders entitled to notice of and to vote at the
Meeting and any adjournments thereof. Your attention is called to the
accompanying Proxy Statement. Regardless of whether you plan to attend the
Meeting, PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED VOTING
INSTRUCTION FORM. If you are present at the Meeting, you may change your vote,
if desired, at that time.
FREDERICK C. TEDESCHI
Secretary
, 1997
<PAGE> 4
YOUR VOTE IS IMPORTANT
PLEASE RETURN YOUR VOTING INSTRUCTIONS FORM PROMPTLY
Shareholders who do not expect to attend the Meeting are requested to
indicate voting instructions on the enclosed Voting Instruction Form for each
Portfolio of the Fund in which they own shares and to date, sign and return it
in the envelope provided, which needs no postage if mailed in the United States.
In order to avoid unnecessary expense, we ask for your cooperation in mailing in
your Voting Instruction Form no matter how large or small your holding may be.
<PAGE> 5
MONY SERIES FUND, INC.
1740 BROADWAY
NEW YORK, NEW YORK 10019
------------------------
PROXY STATEMENT
------------------------
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 14, 1997
GENERAL
This Proxy Statement is furnished to the shareholders of MONY Series Fund,
Inc. (the "Fund"), a Maryland corporation, in connection with the solicitation
by management of proxies to be used at a special meeting (the "Meeting") of
shareholders to be held on October 14, 1997, or any adjournment or adjournments
thereof. The Notice of Meeting, Proxy Statement and Voting Instruction Form will
first be mailed on or about , 1997.
Shares of all Portfolios ("Shares") of the Fund are presently sold to MONY
Life Insurance Company of America ("MONY America") and The Mutual Life Insurance
Company of New York ("MONY") for allocation to variable accounts established by
MONY America and MONY (collectively the "Variable Accounts") to provide benefits
to Contractholders ("Contractholders") of variable annuity and variable life
insurance contracts ("Contracts") issued by those companies. Instructions of
Contractholders are being solicited for the approval or disapproval of an
amended Adviser's Agreement for the Fund.
SHARE OWNERSHIP
The Fund consists of seven Portfolios (the "Portfolios"), each of which is
a separate series of shares of capital stock: the Equity Income Portfolio,
Equity Growth Portfolio, Diversified Portfolio, Intermediate Term Bond
Portfolio, Long Term Bond Portfolio, Government Securities Portfolio and Money
Market Portfolio.
As of August 29, 1997 (the "Record Date"), the number of outstanding shares
of each Portfolio was as follows:
<TABLE>
<CAPTION>
PORTFOLIO OUTSTANDING
------------------------------------------------------------------------- -----------
<S> <C>
Equity Income............................................................
Equity Growth............................................................
Diversified..............................................................
Intermediate Term Bond...................................................
Long Term Bond...........................................................
Government Securities....................................................
Money Market.............................................................
-------
TOTAL FUND..........................................................
=======
</TABLE>
<PAGE> 6
As of the Record Date, MONY and MONY America owned all of the outstanding
shares of the Fund. Although shares held by the Variable Accounts generally will
be voted in accordance with instructions received from Contractholders, as
discussed below, the Fund might nevertheless be deemed to be controlled by MONY
and MONY America by virtue of the definition of "control" contained in the
Investment Company Act of 1940, as amended (the "1940 Act"). MONY and MONY
America disclaim such control.
To the knowledge of the Fund, as of the Record Date, only the persons or
"groups" (as such term is used in Section 13(d) of the Securities Exchange Act
of 1934) listed under "Security Ownership of Certain Persons Who May Be Deemed
To Be Beneficial Owners" set forth on page 12 had the power to direct the vote
of more than 5% of any Portfolio's outstanding shares. As of the Record Date,
Directors and officers of the Fund as a group beneficially owned none of the
Fund's outstanding shares.
PROXIES AND VOTING
In order that you may be represented at the Meeting or any adjournment or
adjournments thereof, you are requested to indicate your voting instructions on
the enclosed Voting Instruction Form, to date and sign the form, and to mail the
form promptly in the enclosed postage paid envelope, allowing sufficient time
for the form to be received before the Meeting. Abstentions will be counted as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum and will have the effect of a negative vote.
A quorum for the Meeting will consist of a majority of the shares issued
and outstanding and entitled to vote in person or be represented by proxy. If,
by the time scheduled for the Meeting, a quorum is not present or if a quorum is
present but sufficient voting instructions in favor of the proposals described
in this Proxy Statement are not received from Contractholders, MONY or MONY
America may propose one or more adjournments of the Meeting to permit further
solicitation of voting instructions from Contractholders. Any such adjournment
with respect to a Portfolio or the Fund will require the affirmative vote of a
majority of the shares of that Portfolio, or the Fund, as the case may be,
present in person or by proxy at the session of the Meeting to be adjourned. The
persons named as proxies will vote in favor of any such adjournment if they
determine that such adjournment and additional solicitation are reasonable and
in the interests of each Portfolio's Shareholders.
Shares of the Portfolios will be voted separately, with each Portfolio
voting as a single class except with respect to the election of directors and
the ratification of the selection of independent accountants, as to which all
shares of the Fund will vote as a single class.
MONY and MONY America will vote shares of the Portfolios allocated to
subaccounts ("Subaccounts") of their respective Variable Accounts which
correspond to the Portfolios based on instructions received from the
Contractholders of such Variable Account having the voting interest in the
corresponding number of shares of each Portfolio held in such Variable Account.
Each Contractholder will have the equivalent of one voting instruction per $100
of value attributable to each of the Contracts held with fractional voting
instructions for amounts less than $100. These voting instructions, represented
as votes per $100 of value in each of the Subaccounts of the Variable Accounts,
will be converted into a proportionate number of votes in shares of each of the
corresponding Portfolios of the Fund. Shares for which no instructions are
received in time to be voted will be voted by the record holder in the same
proportion as instructions which have been received in time to be voted. If
required by state insurance officials, a Variable Account may disregard voting
instructions in certain instances.
2
<PAGE> 7
Unless the voting instructions direct MONY or MONY America otherwise, votes
pursuant to the enclosed voting instructions will be cast (i) for the Amended
Adviser's Agreement; (ii) for the election to the Board of Directors of the
individuals nominated; and (iii) for the selection of Coopers & Lybrand, L.L.P.
Voting instructions may be revoked at any time prior to the voting thereof
by: (i) written instructions addressed to the Secretary of the Fund at MONY
Series Fund, Inc., 1740 Broadway, New York, New York 10019; (ii) attendance at
the Meeting and voting in person, or (iii) properly executing and returning a
new Voting Instruction Form (if received in time to be voted). Mere attendance
at the Meeting will not revoke voting instructions.
All expenses of the preparation and distribution of these proxy materials
will be borne by MONY America, the Fund's investment adviser. In addition to the
solicitation of voting instructions by the use of the mails, voting instructions
may be solicited by officers and employees of MONY America, or of MONY or its
affiliates, personally or by telephone or telegraph or by one or more proxy
soliciting firms. Brokerage houses, banks and other fiduciaries may be requested
to forward soliciting material to their principals and to obtain authorization
for the execution of Voting Instruction Forms. For those services, they will be
reimbursed by MONY America and/or MONY for their out-of-pocket expenses.
All information contained in this Proxy Statement concerning the Fund, MONY
or MONY America or their respective affiliates has been supplied by MONY.
PROPOSAL NO. 1
APPROVAL OR DISAPPROVAL OF AMENDED ADVISER'S AGREEMENT
BETWEEN THE FUND AND THE ADVISER
BACKGROUND
General. The Meeting has been called for the purpose of considering an
Amended Adviser's Agreement for each of the Portfolios as a result of (i) a
proposed change in the method of calculating the Adviser's fee and a proposed
increase in the Adviser's fee paid by each Portfolio to MONY America for
services rendered to the Fund's Portfolio, except the Money Market Portfolio,
and (ii) a proposed alteration in the allocation of all fees and expenses
associated with the computation of the net asset value of the Fund's capital
stock attributable to the various Fund Portfolios and of the cost of providing
accounting services from MONY America to the Fund ("Reallocation of Fees and
Expenses"). Accordingly, Contractholders are being asked to approve an Amended
Adviser's Agreement (the "Amended Adviser's Agreement") with respect to each
Portfolio embodying exactly the same terms with the increased Adviser's fees and
the Reallocation of Fees and Expenses. The Fund's Board of Directors has
approved the Amended Adviser's Agreement, subject to approval by the
Contractholders of the Portfolios.
EXISTING ADVISER'S AGREEMENT
MONY America currently serves as Adviser for the Fund under an investment
advisory agreement (the "Existing Adviser's Agreement") dated February 25, 1985,
and receives an investment management fee for its services to the Fund. The fee
is a daily charge equal to an annual rate of 0.40% of the first $400 million of
the aggregate average daily net assets of the Portfolios, 0.35% of the next $400
million of such aggregate average
3
<PAGE> 8
daily net assets, and 0.30% of such aggregate average daily net assets in excess
of $800 million. In addition, MONY America currently bears responsibility for
all fees and expenses associated with the computation of the net asset value of
the Fund's capital stock attributable to the Portfolios.
AMENDED ADVISER'S AGREEMENT
Except for a change in the investment management fee schedule and the
Reallocation of Fees and Expense, the terms of the Amended Adviser's Agreement
are identical in all respects to the terms of the Existing Adviser's Agreement.
In addition to an increase in the investment management fee for all Fund
Portfolios, except the Money Market Portfolio which is described below, the
method of calculating the investment management fee has changed. The annual rate
for each Portfolio will hereinafter be dependent upon the average daily net
assets in such Portfolio, rather than the aggregate average daily net assets of
all of the Fund's Portfolios. A form of the Amended Adviser's Agreement is
attached to this Proxy Statement as Exhibit A, and the description set forth in
this Proxy Statement of the Amended Adviser's Agreement is qualified in its
entirety by reference to Exhibit A.
As compensation for its services to each of the Portfolios under the
Amended Adviser's Agreement, MONY America will be entitled to receive from the
Fund fees calculated at the following rates based upon average daily net assets
of each of the Equity Growth, Diversified, Equity Income, Intermediate Term
Bond, Long Term Bond, and Government Securities Portfolios, respectively, as
follows:
<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
----------------------------------------------------------------- -----------
<S> <C>
First $400 million............................................... 0.50%
Next $400 million................................................ 0.35%
Over $800 million................................................ 0.30%
</TABLE>
and upon average daily net assets of the Money Market Portfolio as follows:
<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
----------------------------------------------------------------- -----------
<S> <C>
First $400 million............................................... 0.40%
Next $400 million................................................ 0.35%
Over $800 million................................................ 0.30%
</TABLE>
In addition, the fees and expenses associated with the computation of the
net asset value of the Fund's capital stock attributable to all of the Fund's
Portfolios will be reallocated from MONY America to the Fund. MONY America has
agreed to provide these services at cost. The Amended Adviser's Agreement would
allow MONY America to charge a minimum fee per Portfolio which could be adjusted
by mutual agreement between MONY America and the Fund. It is presently
anticipated that the initial minimum fee will be $25,000.00 per Portfolio on an
annual basis. This reallocation is included under "Other Fees" in the Proposed
Management Fees and Expenses table set forth below.
4
<PAGE> 9
Set forth below are two comparative tables. The first table (Current
Management Fees and Expenses) illustrates the percentage of management fees and
expenses for each Portfolio under the Existing Adviser's Agreement for the
fiscal year ended December 31, 1996. The second table (Proposed Management Fees
and Expenses) illustrates the percentage of management fees and expenses for
each portfolio for the fiscal year ended December 31, 1996 if the Amended
Adviser's Agreement had been in effect for such year.
COMPARATIVE FEE TABLE
Annual Operating Expenses of Equity Income ("EI"), Equity Growth ("EG"),
Diversified ("Div"), Intermediate Term Bond ("ITB"), Long Term Bond ("LTB"),
Government Securities ("GS"), and Money Market ("MM") Portfolios for fiscal year
ended December 31, 1996 (as a percentage of average net assets).
CURRENT MANAGEMENT FEES AND EXPENSES
<TABLE>
<CAPTION>
EI EG DIV LTB ITB GS MM
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Management Fee........................... 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40%
Other Expenses........................... 0.15% 0.82% 0.51% 0.06% 0.08% 0.15% 0.05%
Total Portfolio Operating Expenses..... 0.55% 1.22% 0.91% 0.46% 0.48% 0.55% 0.45%
</TABLE>
PROPOSED MANAGEMENT FEES AND EXPENSES
<TABLE>
<CAPTION>
EI EG DIV LTB ITB GS MM
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Management Fee........................... 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.40%
Other Expenses(1)........................ 0.28% 2.00% 1.25% 0.13% 0.16% 0.35% 0.21%
Total Portfolio Operating
Expenses.......................... 0.78% 2.50% 1.75% 0.63% 0.66% 0.85% 0.61%
</TABLE>
The above referenced tables do not reflect expenses, including sales loads
and any other charges, that may be imposed by the Variable Accounts to which the
Portfolios offer their shares.
- ---------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
(1) The relatively high percentages illustrated for the Equity Income, Equity Growth and Diversified
Portfolios are due to the limited size of those Portfolios. The Board is currently considering
alternatives, which may include a consolidation of those two Portfolios into an existing
Portfolio the purpose of which would be to seek to take advantage of the potential economies of
scale.
</TABLE>
5
<PAGE> 10
Set forth below are (1) the management fees of the Portfolios, expressed as
dollar amounts for the Fund's fiscal year ended December 31, 1996; (2) the pro
forma management fees for these Portfolios, expressed as dollar amounts for such
year, which assume the Amended Adviser's Agreement was in effect for such year,
and (3) the difference between the actual and pro forma fee figures, expressed
as both dollar amounts and as percentages of the management fees for these
Portfolios for such year.
1996 MANAGEMENT FEES
<TABLE>
<CAPTION>
PORTFOLIO ACTUAL AMENDED DIFFERENCE
- ----------------------------------------------- ---------- ---------- -------------------
<S> <C> <C> <C> <C>
Equity Income.................................. $ 72,917 $ 91,084 $ 18,167 24.91%
Equity Growth.................................. $ 8,064 $ 10,071 $ 2,007 24.89%
Diversified.................................... $ 13,426 $ 16,768 $ 3,342 24.89%
Intermediate Term Bond......................... $ 155,967 $ 194,833 $ 38,866 24.92%
Long Term Bond................................. $ 240,048 $ 300,050 $ 60,002 25.00%
Government Securities.......................... $ 49,987 $ 62,433 $ 12,446 24.90%
---------- ---------- -------- ------
SUB-TOTAL FEES............................ $ 540,409 $ 675,239 $134,830 24.95%
Money Market................................... $ 473,307 $ 473,307 $ 0 00.00%
---------- ---------- -------- ------
TOTAL FEES................................ $1,013,716 $1,148,546 $134,830 13.30%
========== ========== ======== ======
</TABLE>
DESCRIPTION OF EXISTING ADVISER'S AGREEMENT AND AMENDED ADVISER'S AGREEMENT
Except for the proposed change in the management fees payable by the
Portfolios and the reallocation of the fees and expenses associated with the
computation of the net asset value of the Fund's capital stock attributable to
the various Fund Portfolios from MONY America to the Fund, the terms of the
Existing and Amended Adviser's Agreements are identical in all material
respects. A form of the Amended Adviser's Agreement which differs from the
Existing Adviser's Agreement is attached to this Proxy Statement as Exhibit A.
MONY America currently serves as Investment Adviser for the Fund under the
Existing Adviser's Agreement dated February 25, 1985. The Existing Adviser's
Agreement was most recently approved by the Board on February 20, 1997 including
by a majority of the Directors who are not "interested persons" (as such term is
defined the 1940 Act) of the Fund or of MONY America (the "Independent
Directors"), and by the Shareholders on May 22, 1986.
Under both the Existing and Amended Adviser's Agreements, MONY America
carries on the overall day-to-day management of the Fund and provides investment
advice and related services for each of the Fund's current portfolios.
Under the Existing and Amended Adviser's Agreements, MONY America also
provides administrative services to the Fund including (i) supervising all
aspects of the Fund's operation; (ii) providing personnel to the Fund to perform
necessary administrative functions, and (iii) providing the Fund with adequate
and appropriate office space, facilities, equipment and related services
necessary for the Fund's operations.
6
<PAGE> 11
Many of the services required to be provided by MONY America under the
Existing Adviser's Agreement are furnished by MONY pursuant to a Services
Agreement between them. This Services Agreement was originally effective April
25, 1985, and was most recently approved by the Board of Directors of the Fund
on February 20, 1997, and by the Shareholders on May 22, 1986.
The Existing and Amended Adviser's Agreements contain identical provisions
relating to the selection of broker/dealers for the Fund's Portfolio
transactions. No brokerage commissions were paid by the Fund to any affiliated
broker for the fiscal year ended December 31, 1996.
INFORMATION ABOUT MONY AMERICA
MONY America is a wholly owned subsidiary of MONY, which is located at 1740
Broadway, New York, New York, 10019. MONY Securities Corp., the principal
underwriter, is located at 1740 Broadway, New York, New York, 10019. The
location of MONY America is 1740 Broadway, New York, New York, 10019.
The officers of the Fund who are officers of MONY America are as follows:
<TABLE>
<CAPTION>
NAME POSITION WITH MONY AMERICA POSITION WITH THE FUND
- ---------------------------------- ---------------------------- ----------------------------
<S> <C> <C>
Kenneth M. Levine................. Executive Vice President Chairman and President
Edward E. Hill.................... Vice President -- Compliance Vice President -- Compliance
Dave V. Weigel.................... Treasurer Treasurer
</TABLE>
REASONS FOR THE MANAGEMENT FEE INCREASE
MONY America informed the Board that it has incurred increased
management-related and administrative expenses relating to the Fund's Portfolios
as a result of the complexity and extent of the services it provides and also
due to the overall increase in operating costs since the fees were set in 1985.
MONY America explained that: MONY America has enhanced its available services to
assure the continued receipt of high quality portfolio management and
administrative services to the Portfolios. MONY America informed the Board that
the proposed management fee increases as well as the reallocation of fees and
expenses attributable to the computation of the net asset value of the Fund's
Portfolios would enable MONY America to continue to offer the Portfolios the
high level of expertise and to retain and attract capable personnel to serve the
Portfolios.
DIRECTORS' CONSIDERATION
The Board of Directors discussed the proposed amendment, the increase in
management fees and the reallocation of fees and expenses at length and believes
that the terms of the Amended Adviser's Agreement and, in particular, the
increase in the management fees payable by the Portfolios and Reallocation of
Fees and Expenses, are fair to, and in the best interests of, the Fund, the
Portfolios, and their Shareholders. The Board of Directors, including all of the
Independent Directors, recommends approval by the Shareholders of the Amended
Adviser's Agreement. In making this recommendation, the Directors carefully
evaluated, with the advice and assistance of legal counsel, all factors they
deemed relevant. These factors include: (1) the nature and extent of the
services rendered; (2) the investment record of MONY America in managing each of
the Portfolios; (3) the increased scope and complexity of administering the Fund
and servicing Portfolios; (4) the necessity
7
<PAGE> 12
of MONY America to derive sufficient revenue to cover the increase in costs
since the fee was set in 1985 and to help maintain and enhance its abilities to
retain and attract capable personnel to serve the Fund; (5) the current and
anticipated revenues and expenses of MONY America in connection with the
performance of services under the Existing and Amended Adviser's Agreements
including pro forma profitability data assuming implementation of the Amended
Advisory Agreement; (6) possible benefits which MONY America and its affiliates
may derive from the relationship with the Fund; and (7) comparative information
respecting fees and expenses incurred by other similar investment companies.
In evaluating the Amended Advisory Agreement, the Board relied on their
ongoing review of MONY America's activities on behalf of the Fund and were
provided with specific data by MONY America. The Board considered information
concerning investment management fees and total expenses paid by other
investment companies comparable to the Fund and compared the investment
performance of the Portfolios with each Portfolio's relevant comparative
securities index and with similar funds managed by other advisers. The proposed
fees and the level of fees and expenses compared favorably with similar funds.
Based upon its review, the Independent Directors concluded that adoption of
the Amended Advisory Agreement would, with respect to each Portfolio, assure the
continued receipt of high quality portfolio management and administrative
services at a fair and reasonable fee. Accordingly, the Directors, including the
Independent Directors, unanimously concluded that adoption of the Amended
Adviser's Agreement was in the best interest of each Portfolio and its
Shareholders.
VOTE REQUIRED FOR APPROVAL
Approval of Proposal 1 with respect to each Portfolio requires the
affirmative vote of "a majority of the outstanding voting securities" of that
Portfolio, which for this purpose means the affirmative vote of the lesser of
(i) more than 50% of the outstanding shares of such Portfolio or (ii) 67% or
more of the shares of such Portfolio present at the Meeting if more than 50% of
the outstanding shares of such Portfolios are represented at the Meeting in
person or by proxy. The shares of each Portfolio will be voted separately with
respect to the proposal, and the proposal with respect to each Portfolio is not
contingent on the appropriate vote being received by any other Portfolio.
For each of the Portfolios that approve the proposal, the Amended Adviser's
Agreement will become effective October 14, 1997.
Should any of the Portfolios not approve the Proposal, the Existing
Adviser's Agreement for any Portfolio not approving the Proposal will remain in
effect and the Board will consider alternative actions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS APPROVE THE
AMENDED ADVISER'S AGREEMENT.
PROPOSAL NO. 2
ELECTION OF DIRECTORS
It is the intention of the persons named in the enclosed form of proxy,
unless instructed by proxy to withhold authority to vote for the persons named
below, to vote all validly executed proxies for the election of the persons
named below), each to be elected to hold office until his successor is elected
and qualified. Should
8
<PAGE> 13
any of those named for any reason be unavailable to serve (which management has
no reason to believe will be the case), then management of the Fund may select
such other persons, as necessary, to fill the vacancy created. The Fund has no
standing audit, nominating or compensation committees of the Board of Directors.
The persons named are currently directors of the Fund.
<TABLE>
<CAPTION>
NAME, ADDRESS AND PRINCIPAL OCCUPATIONS DIRECTOR
POSITION WITH THE FUND AGE DURING THE PAST FIVE YEARS SINCE
- -------------------------------------- ---- -------------------------------------- ---------------
<S> <C> <C> <C>
Kenneth M. Levine*.................... (51) 2/94 to present - Trustee, 1/91 to December, 1991
Chairman of the Board present - Executive Vice President and
President Chief Investment Officer, 2/90 to
1740 Broadway 1/91 - Executive Vice President,
New York, NY 10019 MONY; 9/91 to present - Director and
Chairman, MONY Realty Partners,
Inc., MONY Bloomfield Hills, Inc.
and 1740 Ventures, Inc.; 9/91 to
present - Chairman,
MONY-Rockville/GP, Inc.; 7/91 to
present - Director and Executive
Vice President, MONY Life Insurance
Company of America; 8/89 to present
- Director, 1740 Advisers, Inc.
Joel Davis............................ (63) President, Architectural Designs, Inc. December, 1984
Director (Magazine Publisher). Director,
Westport, CT 06880 Magazine Publishers of America.
Michael J. Drabb...................... (63) 8/93 to present - Executive Vice December, 1984
Director President, O'Brien Asset Management;
Convent Station, NJ 07961 Director, J.P. Foodservice Inc, U.S.
Leather, New York Life MFA Series
Fund, New York Life Fund; 4/92 to
8/93, Retired.
Alan J. Hartnick...................... (67) 2/93 to present - Partner, Abelman, February, 1994
Director Frayne & Schwab, Attorneys-at-Law;
New York, NY 10021 1973 to 2/93 - Partner, Colton,
Hartnick, Yamin & Sheresky,
Attorneys-at-Law.
Floyd L. Smith........................ (65) Retired Vice Chairman and Chief December, 1984
Director Investment Officer, MONY.
Naples, FL 33963
</TABLE>
- ---------------
* Mr. Levine, who is an interested person (as that term is defined in the
Investment Company Act of 1940 ("1940 Act")), is a salaried employee of MONY.
Each director of the Fund who is not an interested person of the Fund
receives a fee of $1,750 per calendar quarter plus an additional amount of
$1,000 for each meeting of the Board, of a Committee of the Board (as provided
for in the By-laws), or of the Fund's shareholders that he attends.
Non-interested directors will also be reimbursed for all expenses incurred in
connection with attendance at meetings.
9
<PAGE> 14
During 1996, the Fund paid directors' fees totaling $44,000; $11,000 each
to Messrs. Davis, Drabb, Hartnick and Smith. The Board met four times in 1996.
There were no pension or retirement benefits accruing during 1996.
Mr. Levine is Executive Vice President and Chief Investment Officer,
Investment Operations of MONY. Mr. Levine and other officers of the Fund may
have additional non-material affiliations with entities related to the Fund and
its investment adviser. The director(s) and officers who are affiliated with the
Fund, MONY America or related entities are all salaried employees of MONY and
receive no additional compensation for their service to the Fund, MONY America
or such related entities. No director or officer owns any shares of the Fund.
Set forth below is information concerning the executive officers of the
Fund, each of whom is an interested person of the Fund within the meaning of the
1940 Act.
<TABLE>
<CAPTION>
PERIOD OF
NAME, ADDRESS AND PRINCIPAL OCCUPATIONS SERVICE
POSITION WITH THE FUND AGE DURING THE PAST FIVE YEARS WITH THE FUND
- -------------------------------------- ---- -------------------------------------- ---------------
<S> <C> <C> <C>
Kenneth M. Levine..................... (51) 2/94 to present - Trustee, 1/91 to December, 1991
President and Director present - Executive Vice President to Present
1740 Broadway and Chief Investment Officer, 2/90
New York, NY 10019 to 1/91 - Executive Vice President,
MONY; 9/91 to present - Director and
Chairman, MONY Realty Partners,
Inc., MONY Bloomfield Hills, Inc.
And 1740 Ventures, Inc.; 9/91 to
present - Chairman,
MONY-Rockville/GP, Inc.; 7/91 to
present - Director and Executive
Vice President, MONY Life Insurance
Company of America; 8/89 to
present - Director, 1740 Advisers,
Inc.
Edward E. Hill........................ (62) 1/90 to present - Vice December, 1984
Vice President - Compliance President - Chief Compliance Officer, to Present
1740 Broadway MONY; 7/91 to present - Vice
New York, NY 10019 President, Compliance, MONY Life
Insurance Company of America; 1/84
to present - Vice President,
Compliance, 1740 Advisers, Inc. And
MONY Securities Corp.
John P. Keller........................ (54) 2/88 to present - Vice President - December, 1984
Controller Investment Accounting, MONY. to Present
1740 Broadway
New York, NY 10019
</TABLE>
10
<PAGE> 15
<TABLE>
<CAPTION>
PERIOD OF
NAME, ADDRESS AND PRINCIPAL OCCUPATIONS SERVICE
POSITION WITH THE FUND AGE DURING THE PAST FIVE YEARS WITH THE FUND
- -------------------------------------- ---- -------------------------------------- ---------------
<S> <C> <C> <C>
David V. Weigel....................... (51) 5/91 to present - Vice President and June, 1991 to
Treasurer Treasurer, MONY, MONY Credit Present
1740 Broadway Corporation and 1740 Ventures, Inc.;
New York, NY 10019 4/91 to present - Treasurer, MONY
Securities Corp., 1740 Advisers,
Inc., and MONY Brokerage, Inc.; 8/91
to present - Treasurer, MONY Life
Insurance Company of America.
Frederick C. Tedeschi................. (50) 5/97 - present - Vice President and October, 1987
Secretary Chief Counsel, Operations, MONY; 9/89 to Present
1740 Broadway to 5/97 - Vice President - Chief
New York, NY 10019 Counsel, Individual Financial
Services; 1/90 - 10/96 - Secretary,
MONY Brokerage, Inc.
</TABLE>
Approval of Proposal 2 requires the affirmative vote of a majority of the
outstanding voting securities of the Fund and will be effective immediately upon
approval.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE FOR THE
ELECTION OF THE DIRECTORS NOMINATED FOR ELECTION.
11
<PAGE> 16
PROPOSAL NO. 3
RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund has selected Coopers & Lybrand, L.L.P.
to act as independent accountants for the Fund for the fiscal year ending
December 31, 1997. The firm has acted in this capacity for the Fund since its
inception. Coopers & Lybrand, L.L.P. also acts as the independent accountants
for MONY, MONY America, and related entities. Coopers & Lybrand, L.L.P. has no
direct or material indirect financial interest in the Fund. The Board of
Directors of the Fund recommends ratification of the selection of Coopers &
Lybrand, L.L.P. as independent accountants for 1997. It is expected that a
representative of the firm will be present at the annual meeting with the
opportunity to make any statements desired and to respond to appropriate
questions.
Approval of Proposal 2 requires the affirmative vote of a majority of the
outstanding voting securities of the Fund and will be effective immediately upon
approval.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS RATIFY THE
SELECTION OF COOPERS & LYBRAND, L.L.P. FOR THE YEAR 1997.
SECURITY OWNERSHIP OF CERTAIN PERSONS WHO MAY BE DEEMED TO BE
BENEFICIAL OWNERS
To the knowledge of the Fund, as of the Record Date, only the persons or
"groups" (as such term is used in Section 13(d) of the Securities Exchange Act
of 1934) listed below have the power to direct the vote of more than 5% of any
Portfolio's outstanding shares.
<TABLE>
<CAPTION>
Name Name and Amount and Percent
of Address of Nature of Ownership of
Portfolio Beneficial Owner Beneficial Owner* Portfolio
- ------------------ --------------------------------- ------------------ ------------
<S> <C> <C> <C>
1) Diversified Dr. Carol A. Larson 8,879.742 shares .050
10226 Day Rd, Rt 5
Marshfield, WI 54449
2) Equity Growth Trustee of BLCH Pension Plan 4,138.625 shares .052
4175 Ricklyn Drive
Chambersburg, PA 17201
3) Equity Growth Dr. George Patrick Cain 4,604.376 shares .058
4040 Longhill Rd.
Columbus, Ohio 43220
4) Diversified Trustees of Columbia Paper Corp. 13,193.000 shares 0.75
Employees Retirement Trust
311 W. Superior
Chicago, IL 60610
5) Diversified Trustees of Maryland Entpss., 15,231.474 shares .086
Inc.
Profit Sharing Plan
PO Box 907
Forest City, NC 28043
6) Equity Growth Trustees of Harlan Vet. Assoc PC 10,011.918 shares .126
Deferred Profit Sharing Plan
1315 Victoria Street
Harlan, LA 51537
</TABLE>
* None of the beneficial owners listed have the right to acquire beneficial
ownership of additional shares, as specified in Rule 13d-3(d)(1) under the
Securities Exchange Act of 1934.
12
<PAGE> 17
RECEIPT OF SHAREHOLDER PROPOSALS
Notwithstanding the approval or disapproval of the proposals described
above, as in the past, the Directors do not intend to hold regular annual
meetings of Shareholders of the Fund. If a shareholder wishes to present a
proposal to be included in the proxy statement for the next meeting of
Shareholders of a Portfolio, such proposal must be received by the Fund a
reasonable time before the solicitation is to be made. The Directors will call
meetings of Shareholders of a Portfolio as may be required under the 1940 Act
(such as to approve a new investment advisory agreement for a Portfolio or to
remove Directors) or as they may determine in their discretion.
MAILING OF ANNUAL REPORT
The Fund will furnish, without charge, a copy of its Annual Report for the
year ended December 31, 1996 to Contractholders upon request. Such requests
should be made to Pete Perry, The Mutual Life Insurance Company of New York,
1740 Broadway, New York, New York 10019 or by calling 800-487-6669. The report
will be sent by first class mail within three business days of the request.
OTHER BUSINESS
The management knows of no business other than the matters specified above
which will be presented at the Meeting. Inasmuch as matters not known at the
time of the solicitation may come before the Meeting, the enclosed Voting
Instruction Form confers discretionary authority with respect to such matters as
may properly come before the Meeting. It is the intention of MONY and MONY
America to vote in accordance with their judgment on such matters.
By Order of the Board of Directors
FREDERICK C. TEDESCHI
Secretary
Dated:
- ------------------------------------
13
<PAGE> 18
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
This amended INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of the
4th day of August, 1997, by and between MONY SERIES FUND, INC. (the "Fund"), a
Maryland corporation, and MONY LIFE INSURANCE COMPANY OF AMERICA (the
"Adviser"), an Arizona corporation.
WITNESSETH:
WHEREAS, the Fund is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940;
WHEREAS, the Fund desires to retain the Adviser to render investment
management services to the Fund in the manner and on the terms and conditions
set forth herein;
NOW, THEREFORE, for and in consideration of the premises and the mutual
promises set forth herein, the parties hereto agree as follows:
ARTICLE I
DUTIES OF THE ADVISER
The Fund hereby employs the Adviser to act as the investment adviser to and
manager of the Fund and, subject to the supervision of the Board of Directors of
the Fund (the "Board"), to manage the investment and reinvestment of the assets
of the Equity Income Portfolio, Long Term Bond Portfolio, Intermediate Term Bond
Portfolio, Equity Growth Portfolio, Money Market Portfolio, Government
Securities and Diversified Portfolio, as well as any other portfolio that the
Fund may create in the future if the Fund (at its option and in its sole
discretion) designates the Adviser to act as investment adviser and manager for
such new portfolio. The portfolios for which the Adviser acts as investment
adviser and manager under this Agreement are referred to in this Agreement as
the "Portfolios". The Adviser hereby accepts such employment and agrees during
such period, at its own expense, to render the services and to assume the
obligations herein set forth for the compensation provided for herein. Nothing
in this Agreement shall be deemed to require the Fund to take any action
contrary to its Articles of Incorporation, By-Laws, or any applicable statute or
regulation, or to relieve the Fund's Board of Directors of its responsibility
for and control of the conduct of the affairs of the Fund. The Adviser shall be
deemed for all purposes under this Agreement to be an independent contractor and
shall, unless otherwise expressly authorized or provided herein, have no
authority to act for or represent the Fund in any way or otherwise be deemed to
be an agent of the Fund.
1. INVESTMENT MANAGEMENT SERVICES
Subject to the Board's direction and approval, the Adviser shall at its own
expense supervise and manage the investment and reinvestment of the assets of
the Portfolios and shall determine the composition of the
14
<PAGE> 19
assets of each of the Fund's Portfolios, including the purchase, retention, or
sale of the securities and cash contained in those Portfolios. These duties
shall be performed in accordance with the 1940 Act and the investment
objectives, policies and restrictions applicable to each Portfolio as stated in
(i) the Fund's current Registration Statement and Prospectus filed with the
Securities and Exchange Commission, (ii) the Fund's Articles of Incorporation
and By-Laws, as amended from time to time, and (iii) resolutions adopted by the
Board.
The Adviser shall at its own expense provide investment research and
conduct a continuous program of evaluation, investment, sales, and reinvestment
of the Fund's assets by recommending which securities should be purchased, sold
or exchanged for each Portfolio, when these transactions should be executed, and
what portion of the assets of each Portfolio should be held in the various
securities in which it may invest. The Adviser will determine the daily net
asset value of the shares of capital stock related to each Portfolio of the Fund
as required by applicable law.
The Adviser shall exercise its best judgment in performing the services
described above.
2. REPORTS AND ADMINISTRATION SERVICES
a. Reports
Adviser shall at its own expense furnish the Fund with statistical
information and records concerning its investments, and with such periodic or
special reports as the Fund's Board of Directors may from time to time
reasonably request, or as the Adviser may deem helpful to the Fund in the
administration of its Portfolios. In addition, the Adviser shall at its own
expense preserve for the period prescribed by the rules and regulations of the
Securities and Exchange Commission all such records required to be maintained
under such rules and regulations. The Adviser shall at its own expense furnish
applicable federal and state regulatory authorities with any information or
reports in connection with its services under this Agreement which such
authorities may request.
All records maintained by the Adviser in connection with this Agreement
shall be the property of the Fund and shall be returned to the Fund upon
termination of this Agreement, free from any claims or retention of rights by
the Adviser. The Adviser shall keep confidential any information obtained
pursuant to this Agreement and shall disclose such information only if the Fund
has authorized such disclosure, or if such disclosure is expressly required by
applicable federal or state regulatory authorities.
b. Administrative Services
The Adviser shall at its own expense also perform administrative services
for the Fund. Such services shall include, without limitation, (i) supervising
all aspects of the Fund's operation, including coordinating matters relating to
the custodians of securities owned by the Fund, the transfer agent, shareholder
service agents, accountants, attorneys, and other parties performing services or
operational functions for the Fund, (ii) providing personnel to the Fund to
perform necessary administrative functions, and (iii) providing the Fund with
adequate and appropriate office space, facilities, equipment and related
services necessary for the Fund's operations. Nothing contained herein shall
restrict the Fund's ability to hire its own employees or to contract for
services to be performed by third parties.
15
<PAGE> 20
3. SERVICES AGREEMENT
It is contemplated that contemporaneously with this Agreement the Adviser
will enter into a Services Agreement with The Mutual Life Insurance Company of
New York ("MONY") under which MONY would provide to the Adviser some or all of
the personnel, services, facilities, supplies and equipment necessary for the
Advise to carry out its obligations under this Agreement. It is recognized that
said Services Agreement will be deemed a sub-advisory agreement subject to the
pertinent provisions of the 1940 Act. No rights or obligations of the Adviser
under this Agreement shall be deemed to have been assigned or otherwise
transferred by virtue of said Services Agreement, and said Services Agreement
shall automatically terminate upon its assignment by either party thereto.
ARTICLE II
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to the limitation of Article I, the Adviser shall determine all
securities to be bought or sold for each Portfolio, and shall be responsible for
the selection of brokers or dealers to effect all transactions. The Adviser
shall place all necessary orders with brokers, dealers, or issuers, and shall
negotiate brokerage commissions, if applicable. In placing orders for securities
transactions, the Adviser shall attempt to obtain the best net price and most
favorable execution. The Adviser will seek to effect each transaction at a price
and commission, if any, that provides the most favorable total cost or proceeds
reasonably attainable in the circumstances. The Adviser may, however, pay a
higher spread or commission than otherwise would be necessary for a particular
transaction if that would further the goal of obtaining the best available
execution.
For those securities transactions that involve commission payments, the
Adviser will negotiate the commission on the basis of the quality and quantity
of execution services provided by the broker, in light of generally prevailing
commission rates. It is the Adviser's present practice to use brokers selected
primarily on the basis of their furnishing not only satisfactory execution of
the transaction but also research services such as analyses and reports
concerning issuers and industries, economic factors and portfolio strategy. In
some cases, this could cause the Fund to pay commissions or spreads in excess of
the amount which another broker would have charged for effecting a similar
transaction. In any such case, the Adviser shall determine in good faith that
the greater commission or spread is reasonable in relation to the value of the
services provided by the executing broker/dealer viewed in terms of either the
particular transaction or the Adviser's overall responsibilities to all the
Portfolios of the Fund and accounts under the Adviser's management. No services
other than brokerage, research and statistical services are considered by the
Adviser in determining the reasonableness and amount of commissions or spreads
to be paid to any broker/dealer. All such services obtained from brokers benefit
generally all the Portfolios and accounts under the Adviser's management and are
not identified in any specific Portfolio or account and may also benefit other
accounts under MONY's management. The Fund agrees that MONY, or the Adviser, may
use any such research or statistical information that the Adviser obtains from
brokers in providing investment management or advice to their other clients and
accounts.
In executing brokerage transactions, the Adviser may use a broker who is an
affiliated person of the Adviser (as that term is defined in the 1940 Act), only
if the commission rate obtained from the affiliated broker is as favorable as
the broker's contemporaneous charges to its most favored unaffiliated customers.
Before employing an affiliated broker, Adviser must also make the good faith
judgment that the affiliated
16
<PAGE> 21
broker is qualified to obtain the best price on the particular transaction and
that the commission is at least as favorable as that charged by other qualified,
but unaffiliated, brokers.
ARTICLE III
ACTIVITIES OF THE ADVISER
The Fund understands that the Adviser and the sub-adviser, MONY, may serve
as investment manager or adviser to other investment companies and to clients
that are not investment companies. The Adviser may also perform similar
functions in managing its own assets, and MONY performs similar functions in
managing its own assets, the assets of its separate accounts, and the assets of
certain of its subsidiaries. The Fund understands that the employees of MONY who
will assist in the performance of services for the Adviser under the Services
Agreement referred to in Article I will also devote time to rendering similar
services to the other entities for which MONY also acts as investment manager or
adviser. When investment opportunities arise that may be appropriate for more
than one account, fund, or company for which MONY provides investment management
services, such Services Agreement shall provide that MONY will not favor one
over another and may allocate investments among them in an impartial manner
believed to be equitable to each entity involved. The allocations will be based
on each entity's investment objectives and its current cash and investment
positions. Because the various entities for which MONY provides investment
management services, including for its own account, have different investment
objectives and policies, MONY personnel acting on behalf of such entities may
from time to time buy a particular security of one or more such entities while
at the same time selling such securities for another entity.
ARTICLE IV
COMPENSATION OF THE ADVISER
1. INVESTMENT MANAGEMENT FEE
As compensation for the services and expenses of the Adviser under this
Agreement, the Fund shall pay to the Adviser an investment management fee
subject to the limitations of paragraph 3 of this Article IV. For the Equity
Income, Equity Growth, Diversified, Intermediate Term Bond, Long Term Bond and
Government Securities Portfolios, this fee shall be a daily charge, payable at
the end of each calendar month, at an annual rate of .50 percent of the first
$400 million of the average daily net assets of each Portfolio, .35 percent of
the next $400 million of the average daily net assets of each Portfolios, and
.30 percent of the average daily net assets of each Portfolios in excess of $800
million. For the Money Market Portfolio, this fee shall be a daily charge,
payable at the end of each calendar month, at an annual rate of .40 percent of
the first $400 million of the average daily net assets of the Portfolio, .35
percent of the next $400 million of the average daily net assets of the
Portfolio, and .30 percent of the average daily net assets of the Portfolio in
excess of $800 million. The daily charge for each Portfolio shall be based on
the average daily net assets of the applicable Fund's Portfolio, whether or not
the net assets of each Portfolio are valued on such day.
The manner of computing net asset value shall be determined by the Board of
Directors of the Fund.
17
<PAGE> 22
2. ALLOCATION OF EXPENSES
The Adviser will bear only the following: (i) the expenses (including legal
and accounting expenses) for the organization of the Fund, the Fund's initial
registration under federal and state securities laws, and the initial
registration and qualification of the Fund's capital stock for sale (including
the printing of any prospectuses or other materials in connection with the
initial registration or qualification); (ii) the expenses in rendering
investment advice and performing administrative and other services under this
Agreement (including any payment to MONY as agreed to in connection with the
Services Agreement); and (iii) the compensation of directors, officers and
employees of the Fund who are interested persons (as defined in the 1940 Act) of
the Adviser except solely because of any of their position(s) with the Fund. The
Adviser will not be required to pay any expenses of the Fund other than those
above described in this paragraph 2.
Except as provided in paragraph 3 of this Article IV, the Fund will bear
all of its other expenses. Without limiting the generality of the foregoing, the
Adviser will not be required to pay (except with respect to the Fund's
organization and initial qualification and registration of its capital stock)
for, and the Fund will bear:
(a) legal, auditing or internal or external accounting fees or
expenses (not otherwise borne by the Adviser);
(b) interest expense;
(c) brokerage fees and commissions;
(d) taxes or governmental fees;
(e) the cost of preparing share certificates or any other direct
expense of issue, sale, underwriting, distribution, redemption or
repurchase of shares of the Fund;
(f) the cost of preparing and distributing reports and notices to
shareholders;
(g) the cost of holding the Fund's annual or special shareholders'
meetings and of any proxy solicitation (including the printing of any proxy
solicitations);
(h) the fees or disbursements of dividend disbursing, plan, transfer
or other agents;
(i) the fees or disbursements of custodians of the Funds' assets;
(j) the compensation and expenses of all directors, officers or
employees of the fund who are not interested persons (as defined in the
1940 Act) of the Adviser without taking into consideration any of their
position(s) with the Fund;
(k) the cost of any fidelity bond for any officer, agent or employee
of the Fund required under the 1940 Act or otherwise; and
(l) the cost of any directors and officers' insurance for any
directors or officers of the Fund.
In addition, the Fund will bear the cost of maintaining the effectiveness
of the Fund's registration and qualification of its capital stock for sale
(including the preparation, printing and mailing of any prospectuses or other
materials required by federal or state authorities), it being contemplated that
these expenses of the Fund will be reimbursed to it by its principal underwriter
pursuant to an underwriting agreement for the Fund's shares.
18
<PAGE> 23
The Fund will bear all of its extraordinary or non-recurring expenses,
including, but not limited to, (i) any expenses of the Fund associated with
legal claims or liabilities, and (ii) any expenses of the Fund associated with
any litigation costs or indemnification related to any legal claims or
liabilities.
The Board shall determine the manner in which expenses shall be allocated
to the various Portfolios, and its determination shall be final and binding.
3. EXPENSE REIMBURSEMENT
The Adviser shall reimburse the Fund for the amount, if any, by which the
aggregate ordinary operating expenses of any Portfolio in any calendar year
exceed the most restrictive expense limitations then in effect under state
securities law or regulations. No investment management fee payments shall be
made to the Adviser with respect to any Portfolio during any calendar year to
the extent that such payments would cause the expenses allocated to such
Portfolio to exceed the expense limitation applicable to such Portfolio at the
time of payment.
ARTICLE V
LIMITATION ON LIABILITY OF THE ADVISER
The Adviser will not be liable for any error of judgment or mistake of law
or for any loss suffered by the Fund in connection with the investment
management services it performs under this Agreement, except for a loss
resulting from willful misfeasance, bad faith, or gross negligence or reckless
disregard in the performance of the duties or obligations under this Agreement
of the Adviser (or its officers, directors, agents, employees, controlling
persons, shareholders, or any other person or entity affiliated with the Adviser
or retained by it to perform or assist in the performance of its obligations
under this Agreement). With respect to the administrative services it is
obligated to perform under this Agreement, the Adviser will not be liable for
any action taken or omitted by it in good faith without negligence.
ARTICLE VI
NAME AND SERVICE MARKS
The Fund may use the name "MONY Series Fund, Inc." or any name derived from
the word "MONY" and the MONY service mark only for so long as this Agreement or
any extension, renewal or amendment hereof remains in effect. At such time as
such an agreement shall no longer be in effect, the Fund will (to the extent
lawful) cease to use such a name or any other name indicating that it is advised
by or otherwise connected with the Adviser or The Mutual Life Insurance Company
of New York ("MONY"), or any organization which shall so succeed to the business
of the Adviser.
The Adviser, on its own behalf and as agent for MONY pursuant to express
authority in the Services Agreement, hereby grants to the Fund permission to use
the word "MONY" in its corporate name and a license to use such other service
marks as have been or may in the future be adopted by MONY, which the Adviser
and the Fund determine in goods faith to be appropriate for use by the Fund in
connection with its operations as an investment company. This license is granted
on a royalty-free, non-exclusive basis. The Adviser and MONY retain the right to
use, or license the use of, the word "MONY" and any derivative
19
<PAGE> 24
thereof, as well as such service marks of MONY, in connection with other
investment companies, subject to the requirements of the Investment Company Act
of 1940, or in connection with any other business enterprise.
The Fund acknowledges that the word "MONY" and the service marks of MONY
represent good will of great value to MONY and the Adviser and that MONY and the
Adviser must be able to protect and preserve such good will by terminating the
permission and license herein granted if MONY or the Adviser, in its sole
discretion, decides that it is necessary to do so or if MONY or the Adviser
decides that the Fund is no longer in a position to assure that high quality
standards will be associated with the use of the word "MONY" and the service
marks of MONY. Accordingly, if the holders of the outstanding voting securities
of the Fund or any class of voting securities of the Fund fail to approve this
Agreement and the Services Agreement, or if at any time after such approval the
Adviser or a company controlled by MONY ceases to be investment adviser of the
Fund, the Adviser (on its own or on behalf of MONY) shall have the absolute
right to terminate the license herein granted forthwith upon written notice to
the Fund. The Adviser (on its own or on behalf of MONY) shall have the absolute
right to terminate the license herein granted for any other reason upon 60 days'
written notice of such termination to the Fund, but in such event this Agreement
shall terminate on the 120th day following receipt by the Fund of such notice
unless on or prior to such day the holders of a majority of the outstanding
voting securities of each class of the Fund corresponding to a Portfolio shall
have voted in favor of the Adviser (or a company controlled by MONY) continuing
to act as investment adviser to the Fund in accordance with the terms hereof
notwithstanding the termination of the license herein granted. Upon termination
of the license herein granted, the Fund shall immediately change its corporate
name to one which does not include the word "MONY" or any derivative hereof, and
will discontinue all use by it of such word, the service marks or anything
resembling the service marks of MONY, in connection with its business. The terms
of the license herein granted shall inure to the benefit of and be binding upon
any successors or assigns of the Fund, Adviser, or MONY.
ARTICLE VII
LIMITATION ON PURCHASES OF CAPITAL STOCK OF THE FUND
The Adviser agrees that neither it nor any of its officers or directors
will take any long or short position in the capital stock of the Fund, but this
prohibition will not prevent the purchase by or for the Adviser or any of its
officers or directors of shares of the capital stock of the Fund at the price at
which such shares are available to the public at the moment of purchase,
provided that (i) such purchase be made for investment purposes only, and (ii)
if any shares of stock so purchased are resold within two months after the date
of purchase, such fact will immediately be reported to the Fund. In addition,
this Article will not be construed to prohibit either MONY or the Adviser from
investing in the Fund in order to provide "seed money" for the Portfolios.
ARTICLE VIII
DURATION AND TERMINATION OF THE AGREEMENT
This Agreement will continue in effect with respect to each Portfolio of
the Fund, whenever created until the date of the next meeting of shareholders of
the Fund following creation of the Portfolio, unless sooner terminated as
hereinafter provided. Therefore, if both this Agreement and the Services
Agreement referred to in Article I are approved by a majority vote of the
outstanding shares of capital stock of a Portfolio entitled to
20
<PAGE> 25
vote at such meeting, this Agreement will continue in effect thereafter with
respect to such Portfolio so long as both this Agreement and said Services
Agreement are approved at least annually (i) by a majority of the non-interested
directors (as defined in the 1940 Act) of the Fund's Board of Directors, and
(ii) by a majority of the entire Board of Directors or a majority vote of the
outstanding shares of the capital stock of such Portfolio. The required
shareholder approval of this Agreement and said Services Agreement shall be
effective with respect to any Portfolio, if a majority of the outstanding shares
of capital stock of such Portfolio are voted to approve this Agreement and said
Services Agreement, notwithstanding that this Agreement or said Services
Agreement (or both) may not yet have been approved by a majority vote of the
outstanding shares of the Fund.
If, with respect to any Portfolio, the shareholders are asked to vote on
this Agreement and a majority of the outstanding shares of capital stock of such
Portfolio fail to vote to approve this Agreement or said Services Agreement (or
both), this Agreement will terminate with respect to such Portfolio. If said
Services Agreement should be so terminated, this Agreement will automatically
terminate.
This Agreement may be terminated without payment of penalty (i) by the Fund
on at least 60 days' written notice to the Adviser, provided that such
termination be authorized by the Fund's Board of Directors or a majority vote of
the outstanding shares of capital stock of each Portfolio of the Fund as to
which the Adviser acts as investment adviser, (ii) by the fund, with respect to
any Portfolio, on at least 60 days' written notice to the Adviser, provided that
such termination be authorized by a majority vote of the outstanding shares of
the capital stock of such Portfolio, or (iii)by the Adviser on at least 90 days'
written notice to the Fund.
This Agreement will terminate automatically in the event of its assignment
(as defined in the 1940 Act) by either party.
If this Agreement is terminated (except by virtue of assignment), in whole
or with respect to any Portfolio, and the Board of Directors of the Fund,
including a majority of the non-interested directors (as defined in the 1940
Act), so requests (and further requests that said Services Agreement similarly
continue), the Adviser will continue to act as investment adviser to the Fund or
any Portfolio thereof (as requested) for up to 120 days pending the required
approval of this Agreement or said Services Agreement (or both), approval of a
new contract with the Adviser or a different adviser, approval of a new services
contract with MONY or a different adviser, or other definitive action. During
such continuance the compensation received by the Adviser for acting as
investment adviser to the Fund or with respect to any such Portfolio(s) will be
the lesser of (i) its actual costs incurred in furnishing investment management
services or (ii) the amount it would have received under this Agreement with
respect to any such Portfolio(s) as to which it continues to provide advice.
This Agreement may not be amended, in whole or with respect to a Portfolio,
without the agreement thereto in writing by the Fund and the Adviser, and
approval for such amendment by (i) the Fund's Board of Directors or a majority
vote of the outstanding shares of the class of stock of such Portfolio, and (ii)
a majority of the non-interested directors (as defined in the 1940 Act) of the
Fund's Board of Directors.
21
<PAGE> 26
ARTICLE IX
GOVERNING LAW
This Agreement is subject to, and is to be interpreted in accordance with,
the provisions of the 1940 Act, and the rules and regulations of the Securities
and Exchange Commission thereunder, and the laws of the State of New York. As
used with respect to the Fund or any of its portfolios, the term "majority of
the outstanding shares" means the lesser of (i) 67 percent of the shares
represented at a meeting at which more than 50 percent of the outstanding shares
are represented or (ii) more than 50 percent of the outstanding shares.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officers, duly authorized, as of the day and year
first above written.
MONY LIFE INSURANCE COMPANY OF AMERICA
By:
------------------------------------
President
MONEY SERIES FUND, INC.
By:
------------------------------------
President
22
<PAGE> 27
Vote this proxy card TODAY!
MONY SERIES FUND, INC. Your prompt response will
save the expense of additional mailings.
Please be sure to sign and date this Proxy
+PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING+
SPECIAL MEETING OF THE SHAREHOLDERS
The undersigned hereby instructs MONY Life Insurance Company of America ("MONY
America") to vote the shares of the Fund as to which the undersigned is
entitled to give instruction at the Special Meeting of Shareholders (the
"Meeting") to be held at the offices of the Fund, 1740 Broadway, New York, New
York 10019, on October 14, 1997 at 2:00 p.m., Eastern Standard Time, and any
and all adjournments of the Meeting. The close of business on August 29, 1997
has been fixed as the record date for the determination of Shareholders
entitled to notice and to vote at the Meeting and any and all adjournments
thereof.
Dated__________________, 1997
Please sign the Proxy exactly as your
name appears hereon. When signing as
custodian, attorney, executor,
administrator, trustee, guardian,
etc., please give your full title as
such. If shares are held jointly,
each holder should sign.
_____________________________________
_____________________________________
Signature(s)
- -------------------------------------------------------------------------------
+PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING+
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE PROPOSALS LISTED BELOW.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR IF NO CHOICE IS
INDICATED.
PLEASE VOTE BY FILLING IN THE BOXES BELOW.
FOR AGAINST ABSTAIN
1. Approval of an Amended Adviser's Agreement between [ ] [ ] [ ]
the Fund and MONY Life Insurance Company of America
resulting in an increase in management fees for the
Fund's Portfolios and a reallocation of all fees and
expenses associated with the computation of net asset
value of the Fund's capital stock attributable to the
various Fund Portfolios and of the cost of providing
accounting services from MONY Life Insurance Company
of America to the Fund.
2. The election of Kenneth M. Levine, Joel Davis, Michael
J. Drabb, Alan J. Hartnick, and Floyd L. Smith to the
Board of Directors,
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, strike a line through that
nominee's name) [ ] [ ] [ ]
3. Ratification of selection of Coopers & Lybrand, L.L.P.
as independent accountants of the Fund for the Fiscal
year ending December 31, 1997. [ ] [ ] [ ]
4. To transact such other business as may properly come
before the Meeting.
