<PAGE> 1
REGISTRATION NO. 2-95501
FISCAL YEAR END DECEMBER 31
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO.
POST-EFFECTIVE AMENDMENT NO. 15
AND
REGISTRATION STATEMENT
UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 14
------------------------
MONY SERIES FUND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ARTICLES OF INCORPORATION)
1740 BROADWAY, NEW YORK, NEW YORK 10019
(ADDRESS AND PRINCIPAL EXECUTIVE OFFICE)
(212)708-2000
(TELEPHONE NUMBER)
EDWARD P. BANK, ESQ.
VICE PRESIDENT AND DEPUTY GENERAL COUNSEL
THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK
1740 BROADWAY, NEW YORK, NEW YORK 10019
(NAME AND ADDRESS OF AGENT FOR SERVICE)
It is proposed that this filing will become effective on May 1, 1998 pursuant to
Rule 485 (b).
================================================================================
<PAGE> 2
MONY SERIES FUND, INC.
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
PART A INFORMATION REQUIRED IN A PROSPECTUS PROSPECTUS SECTION
- -------- ---------------------------------------------- -----------------------------------
<S> <C> <C>
Item 1 Cover Page.................................... Cover Page
Item 2 Synposis...................................... Prospectus Summary
Item 3 Condensed Financial Information............... Financial Highlights Tables
Item 4 General Description of Registrant, Depositor,
Structure of the Fund; Investment and
Portfolio Companies......................... Investment Objectives and Policies
of the Portfolios; Investment
Restrictions Applicable to the
Portfolios
Item 5 Deductions and Expenses....................... Investment Management Arrangements
and Expenses
Item 6 Capital Stock and other Securities............ Structure of the Fund
Item 7 Purchase of Securities Being Offered.......... Purchase and Redemption of Shares;
Determination of Net Asset Value
Item 8 Redemption or Repurchase...................... Purchase and Redemption of Shares;
Determination of Net Asset Value
Item 9 Legal Proceedings............................. Not Applicable
</TABLE>
<TABLE>
<CAPTION>
INFORMATION REQUIRED IN A CAPTION IN STATEMENT OF ADDITIONAL
PART B STATEMENT OF ADDITIONAL INFORMATION INFORMATION
- -------- ---------------------------------------------- -----------------------------------
<S> <C> <C>
Item 10 Cover Page.................................... Cover Page
Item 11 Table of Contents............................. Table of Contents
Item 12 General Information and History............... General Information
Item 13 Investment Objectives and Policies............ Investment Restrictions
Item 14 Management of the Registrant.................. Management of the Fund; Investment
Advisory and other Services
Item 15 Control Persons and Principal Holders of
Securities.................................. Control Persons
Item 16 Investment Advisory and other Services........ Investment Advisory and other
Services; Portfolio Brokerage and
other Services
Item 17 Brokerage Allocation.......................... Portfolio Brokerage and related
Practices; Investment Advisory
and other Services
Item 18 Capital Stock and Other Securities............ General Information
</TABLE>
<PAGE> 3
PART C
OTHER INFORMATION
REGISTRANT HEREBY INCORPORATES HEREIN BY REFERENCE THE PROSPECTUS AND STATEMENT
OF ADDITIONAL INFORMATION INCLUDED IN POST-EFFECTIVE AMENDMENT NO. 14 TO
REGISTRATION STATEMENT ON FORM N-1A (REGISTRATION NO. 2-95501).
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Financial Statements of MONY Series Fund, Inc. are included in the
Statement of Additional Information
(b) Exhibits
1. Articles of Incorporation of MONY Series Fund, Inc. previously filed
with the Commission as Exhibit 1 in Pre-Effective Amendment No. 1 to
Registration Statement dated July 12, 1985 (Registration No. 2-95501) is
incorporated herein by reference.
2. By-Laws of MONY Series Fund, Inc. as amended, previously filed with the
Commission as Exhibit 2 in Post-Effective Amendment No. 8 to Registration
Statement dated February 26, 1993 (Registration No. 2-95501) is incorporated
herein by reference.
5. (i) Amended Investment Advisory Agreement Between MONY Life Insurance
Company of America and MONY Series Fund, Inc. filed as Exhibit 5(i) in
Post-Effective Amendment No. 14 to Registration Statement dated February 27,
1998 (Registration No. 2-95501 is incorporated by reference.
(ii) Services Agreement Between The Mutual Life Insurance Company of New
York and MONY Life Insurance Company of America previously filed with the
Commission as Exhibit 5(ii) in Pre-Effective Amendment No. 2 to Registration
Statement dated July 19, 1985 (Registration No. 2-95501) is incorporated herein
by reference.
6. (i) Underwriting Agreement Between MONY Securities Corp., MONY Series
Fund, Inc., and MONY Life Insurance Company of America previously filed with the
Commission as Exhibit 6(i) in Post Effective Amendment No. 6 to Registration
Statement dated February 28, 1991 (Registration No. 2-95501) is incorporated
herein by reference.
(ii) Underwriting Agreement Between The Mutual Life Insurance Company of
New York, MONY Series Fund, Inc. and MONY Securities Corp. previously filed with
the Commission as Exhibit 6(ii) in Post Effective Amendment No. 6 to
Registration Statement dated February 28, 1991 (Registration No. 2-95501) is
incorporated herein by reference.
8. Custody Agreement Between Chemical Bank, now known as Chase Manhattan
Bank, and MONY Series Fund, Inc., previously filed with the Commission as
Exhibit 8 in Post-Effective Amendment No. 5 to Registration Statement dated
February 28, 1990 (Registration No. 2-9550) is incorporated herein by reference.
10. Opinion and Consent of Messrs. Cleary, Gottlieb, Steen & Hamilton
previously filed with the Commission as Exhibit 10 in Pre-Effective Amendment
No. 1 to Registration Statement dated July 12, 1985 (Registration No. 2-95501)
is incorporated herein by reference.
11. (a) Consent of Coopers & Lybrand L.L.P., Independent Accountants, filed
herewith as Exhibit 11(a) in Post-Effective Amendment No. 14 to Registration
Statement dated February 27, 1998 (Registration No. 2-95501 is incorporated by
reference.
(b) Representation and Consent of Messrs. Cleary, Gottlieb, Steen &
Hamilton previously filed with the Commission as Exhibit 11(b) in Post-Effective
Amendment No. 2 to Registration Statement dated July 19, 1985 (Registration No.
2-95501) is incorporated herein by reference.
13. Capitalization Agreement between MONY Series Fund, Inc. and The Mutual
Life Insurance Company of New York previously filed with the Commission as
Exhibit 13 in Pre-Effective Amendment No. 1 to Registration Statement dated July
12, 1985 (Registration No. 2-95501) is incorporated herein by reference.
14. Not Applicable.
II-1
<PAGE> 4
15. Not Applicable.
16. Calculation of Total Return and Yield.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
The Mutual Life Insurance Company of New York ("MONY"), a mutual life
insurance company organized under the laws of New York, through the Keynote
Series Account, MONY Variable Account A, MONY Variable Account L and MONY
Variable Account S, and MONY Life Insurance Company of America ("MONY America"),
a corporation organized under the laws of Arizona, through MONY America Variable
Account A, MONY America Variable Account L, and MONY America Variable Account S
will own all of Registrant's outstanding securities, except those shares of the
Registrant purchased by MONY for its own account as initial capitalization for
the Registrant, as described in the Registrant's Prospectus (Shares in the Fund)
and Statement of Additional Information (Control Persons). Those shares will be
voted as directed by persons having interests in the respective Variable
Accounts, registered as unit investment trusts under the Investment Company Act
of 1940 (the "1940 Act"). Registrant might nonetheless be deemed to be
controlled by such Companies by virtue of the presumption contained in Section
2(a)(9) of the 1940 Act although Registrant disclaims such control. MONY America
is a wholly-owned subsidiary of MONY. The subsidiaries of MONY are as follows:
II-2
<PAGE> 5
[organizational chart]
II-3
<PAGE> 6
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
Shares have been sold to MONY and MONY Life Insurance Company of America,
the only shareholders of the MONY Series Fund as described in the Prospectus.
ITEM 27. INDEMNIFICATION
Article VII, paragraph (4) of Registrant's Articles of Incorporation
provides that:
The Corporation shall have the power and authority to indemnify its
directors, officers and employees to the fullest extent permitted by law.
No provision of these Articles of Incorporation shall be effective to (a)
require a waiver of compliance with any provision of the Securities Act of
1933, as amended, or the Investment Company Act of 1940, as amended, or of
any valid rule, regulation or order of the Securities and Exchange
Commission thereunder or (b) protect or purport to protect any director or
officer of the Corporation against any liability to the Corporation or its
security holders to which he or she would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his or her office.
Article VIII of the Registrant's By-Laws provides that:
Each officer, director, employee or agent of the Corporation shall be
indemnified by the Corporation to the fullest extent permitted under the
Maryland General Corporation Law and the Investment Company Act of 1940, as
amended. Nothing in the By-Laws protects or purports to protect any
director, officer, employee, or agent of the Corporation against any
liability to the Corporation or its shareholders to which he or she would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
his or her office.
Article V of the Investment Advisory Agreement between Registrant and MONY
America provides that:
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 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.
The MONY Directors' and Officers' Liability and Corporate Reimbursement
Insurance Policies, provide coverage for "Loss" (as defined in the Policies)
arising from any claim or claims by reason of any breach of duty, actual or
alleged error or misstatement or misleading statement, or net or omission or
neglect or breach of duty by a director or officer of MONY, any of its
subsidiaries, or investment companies affiliated with MONY (including the
Registrant), or any matter (not excluded by the coverage) claimed against him
solely by reason of his being a director or officer. The coverage Corporate
Reimbursement is provided to these insureds to the extent they shall be required
or permitted according to applicable law, common or statutory, or under their
respective charters or by-laws, to indemnify directors or officers for loss
arising from the above-described matters. Coverage is also provided to the
individual directors or officers for such loss, to the extent that they shall
not be indemnified. Loss essentially is the legal liability on claims against a
director or officer, including damages, judgments, settlements, costs, costs of
investigation (excluding salaries of officers or employees), amounts incurred in
the defense of legal actions, claims or proceedings and appeals therefrom and
cost of attachment or similar bonds. There are a number of exclusions from
coverage. One of the policies was issued by the Sargasso Mutual Insurance
Company, Ltd. and provides coverage for both Corporate Reimbursement and
Individual Reimbursement. The aggregate limit of coverage under the policies is
$15,000,000 each policy year, the corporate retention is $1,000,000 per loss,
and retention per person is $5,000 with an aggregate retention of $50,000 for
all persons per loss. After the retention limits are satisfied, the coverage
pays 99.5 percent of covered loss up to $1,000,000, and 100 percent of covered
loss in excess of $1,000,000. In addition, policies were issued by Corporate
Officers and Directors Assurance, Ltd. and ACE Insurance, Ltd. providing
Individual Reimbursement coverage as excess over the Sargasso policy with limits
of $10,000,000 and $25,000,000, respectively.
II-4
<PAGE> 7
Pursuant to Section 17(g) of the Investment Company Act of 1940 and the
rules thereunder, a single insured blanket fidelity bond has been issued to the
Registrant by National Union Fire Insurance Company of Pittsburgh, Pa. It covers
the Registrant's employees (as defined in the bond and including officers) for
losses through dishonesty or fraud, certain losses of property, losses sustained
by reason of liability imposed by law or by the constitution, rules or
regulations of any stock exchange if the Registrant had been a member thereof,
certain losses through forgery or alteration and losses through the good faith
receipt of counterfeit or altered currency. There are a number of exclusions
from coverage. The limit of liability under the bond is $5,000,000 with no
provision for any deductible amount by the Registrant.
Lexington Insurance Company has also issued an Investment Counselors Errors
and Omissions Policy which covers the Registrant, MONY Life Insurance Company of
America as Investment Adviser. It covers the foregoing corporations, and their
officers, directors and employees for loss (as defined in the policy) from any
breach of duty, neglect, error, misstatement, misleading statement, omission or
other act done or wrongfully attempted. There are a number of exclusions from
coverage. The limit of liability under the policy is $1,000,000. The deductible
amount for each loss is $75,000 with respect to a corporation and individuals
who are indemnifiable and $5,000 with respect to individuals who are not
indemnifiable.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification for such
liabilities (other than the payment by the Registrant of expense incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant, will (unless in the opinion of its counsel the
matter has been settled by controlling precedent) submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
(1) Trustees and Officers of MONY
MONY is managed by its Board of Trustees. The trustees of MONY (including
their principal occupations) and the principal officers of MONY (including their
positions and offices, as well as their principal occupations during the past
two fiscal years and their affiliations with MONY's subsidiaries) at February 1,
1998 are as follows:
TRUSTEES
CLAUDE M. BALLARD, JR., Limited Partner, Goldman, Sachs & Company, New
York, New York.
TOM H. BARRETT, Former Chairman of the Board, President & Chief Executive
Officer, The Goodyear Tire & Rubber Company, Akron, Ohio.
DAVID L. CALL, Donald P. Lynch Dean Emeritus, Dean, Cornell University,
College of Agriculture and Life Sciences, Ithaca, New York.
G. ROBERT DURHAM, Retired Chairman and Chief Executive Officer, Walter
Industries, Inc., Tampa, Fla. and Retired Chairman and Chief Executive Officer,
Phelps Dodge Corporation.
JAMES B. FARLEY, Retired Chairman and Chief Executive Officer, MONY.
ROBERT HOLLAND, JR., President and Chief Executive Officer, WorkPlace
Integrators, Bingham Farms, Michigan.
JAMES L. JOHNSON, Chairman Emeritus, GTE Corporation, Stamford, Connecticut
06904.
ROBERT R. KILEY, President and Chief Executive Officer, The New York City
Partnership and Chamber of Commerce, Inc., New York, NY.
JOHN R. MEYER, Professor Emeritus, Harvard University, Cambridge,
Massachusetts 02138.
JANE C. PFEIFFER, Management Consultant, Greenwich, Ct.
THOMAS C. THEOBALD, Managing Director, William Blair Capital Partnership,
L.L.C., Chicago, Illinois.
OFFICER-TRUSTEES
MICHAEL I. ROTH, Trustee, Chairman and Chief Executive Officer, MONY;
Director, Chairman and Chief Executive Officer, MONY Life Insurance Company of
America; Director, MONY CS, Inc., and 1740 Advisers, Inc.
II-5
<PAGE> 8
SAMUEL J. FOTI, Trustee, President and Chief Operating Officer, MONY;
Director, President and Chief Operating Officer, MONY Life Insurance Company of
America; Director and Chairman, MONY International Holdings, Inc., MONY Life
Insurance Company of the Americas, Ltd., MONY Bank & Trust Company of the
Americas, Ltd.; Director, MONY Brokerage, Inc.,
KENNETH M. LEVINE, Executive Vice President and Chief Investment Officer,
MONY; Director, Chairman, and President, MONY Series Fund, Inc.; Director,
Chairman and Chief Executive Officer, 1740 Ventures, Inc., MONY Realty Partners,
Inc.; Director and President, MONY Funding, Inc.; Director and Executive Vice
President, MONY Life Insurance Company of America; Director, 1740 Advisers, Inc.
The business and other connections of MONY's officers are listed on
schedules A and D of Form ADV for MONY as filed with the Commission on December
20, 1977 and as amended, the text of which is hereby incorporated by reference.
(ii) Directors and Officers of MONY America
The business and other connections of MONY America's officers are listed in
MONY America Variable Account A (Registration No. 33-20453) ordered effective
August 1, 1988 as it may be amended from time to time and as currently on file
with the Commission, the text of which is hereby incorporated by reference.
The business address for all the directors of MONY America is 1740
Broadway, New York, New York 10019.
ITEM 29. PRINCIPAL UNDERWRITERS
MONY Securities Corp. ("MSC") is the principal underwriter of the Fund and
also acts as principal underwriter of the Contracts. MONY acts as a
subinvestment adviser to the Fund through the Services Agreement. The names of
MONY's trustees and officers, as well as their principal business addresses and
positions and offices with MONY, are provided or referenced in response to Item
28. Neither MONY nor any other person receives commissions or other compensation
in connection with distribution of the Fund's shares, although they may receive
such commissions in connection with underwriting of the Contracts.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books, or other documents required to be maintained by
Section 31(a) of the 1940 Act and the rules promulgated thereunder are
maintained by the Registrant, MONY Series Fund, Inc., 1740 Broadway, New York,
New York 10019, or Chase Manhattan Bank, the Registrant's custodian.
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
(a) Not applicable.
(b) Not Applicable.
(c) Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that Section.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant, pursuant to the provisions of its By-Laws and the laws of Maryland
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 said 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 paid or incurred by a director, officer or
controlling person in the successful defense
II-6
<PAGE> 9
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, and the
Commission is still of the same opinion, 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 of 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.
II-7
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 15 to the Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized, in the City of New York,
State of New York, on the 27th day of April, 1998 and Registrant hereby
certifies that the requirements of Rule 485(b) have been met.
MONY Series Fund, Inc.
By /s/ KENNETH M. LEVINE
------------------------------------
Kenneth M. Levine, Chairman
of the Board and President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 15 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ KENNETH M. LEVINE Director, Chairman of the
- ----------------------------------------------------- Board and President
Kenneth M. Levine (Principal Executive
Officer)
/s/ JOEL DAVIS Director
- -----------------------------------------------------
Joel Davis
/s/ MICHAEL J. DRABB Director
- -----------------------------------------------------
Michael J. Drabb
/s/ ALAN J. HARTNICK Director April 27, 1998
- -----------------------------------------------------
Alan J. Hartnick
/s/ FLOYD L. SMITH Director
- -----------------------------------------------------
Floyd L. Smith
</TABLE>
II-8
