Exhibit 10.4


 


INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT


FOR MONY LIFE


 


THIS
AGREEMENT, dated as of October 1, 2004, (this “Agreement”),
is made by and between Alliance Capital Management L.P. (together with any
affiliated successor to its business, “Adviser”), and
MONY Life Insurance Company (“Client”).


 


WITNESSETH:


 


WHEREAS,
Client desires to avail itself of the experience, analysis and advice of
Adviser and to have Adviser provide the services hereinafter set forth upon the
terms and conditions contained in this Agreement;


 


WHEREAS,
Client is an investment manager as that term is used in the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), for
the various pension plans which participate in Client’s separate accounts and,
in meeting its responsibilities as investment manager to such accounts, Client
desires to avail itself of the experience, advice, assistance and facilities of
Adviser and to have it undertake the duties and responsibilities set forth in
this Agreement upon the following terms and conditions; and


 


WHEREAS, Adviser
is willing to perform such services and undertake such duties and
responsibilities upon such terms and conditions;


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, the parties hereby agree as follows:


 


SECTION 1.  INTENTIONALLY LEFT BLANK


 


SECTION 2.  Investment Advisory Services.   Client hereby engages Adviser to provide
nondiscretionary investment advisory and asset management services of the kinds
described in this Agreement, upon the terms and conditions set forth in this
Agreement.  On and after the date hereof,
Adviser will act as investment adviser with respect to certain assets which
Client from time to time designates Adviser to manage that are held in (i) segments
of its general account and its Guaranteed Separate Accounts (as hereinafter
defined) (which accounts, together with all additions, substitutions and
alterations thereto are hereinafter called the “General
Account”) and that are evidenced by securities other than securities
in the asset classes listed in Schedule II attached hereto, and (ii)
separate accounts other than Guaranteed Separate Accounts (the “Separate Accounts”) (the General Account and the Separate
Accounts being collectively referred to as the “Accounts”).  Adviser and Client have agreed to a list
attached hereto as Schedule I specifying the asset categories in the
Accounts with respect to which Adviser may provide advisory services in
accordance with the terms of this Agreement. 
For purposes of this agreement, “Guaranteed Separate Account” shall mean
an account


 


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established and
maintained by Client, the assets of which are held to support guarantees of
principal, interest, minimum benefits or other arrangements under certain
insurance policies and contracts issued by Client.


 


In
deciding on the manner in which to recommend the assets be invested, Adviser
will act in accordance with the directions of Client’s Investment Committee of
the Board of Directors and any other investment policy statements or other
similar guidelines which are furnished in writing by Client .  Adviser will make
recommendations with respect to the investment of the Accounts.  Recommendations will be communicated to an
appropriate investment officer of Client and Client will make investment
decisions which will be communicated in writing or orally (in which case, they
shall be promptly confirmed in writing) to Adviser.


 


Where
Client has instructed Adviser that it wishes to vote the proxies for any shares
of stock or other voting securities held in the Accounts, Adviser may make
recommendations to Client on the voting of such proxies.


 


Adviser
shall use its best efforts to ensure that recommendations made pursuant to this
Agreement comply with all applicable provisions of the New York Insurance Law
of which it has been advised by Client or of which it is otherwise aware; provided, however, that ultimate responsibility for
compliance shall remain with Client.


 


Nothing
herein shall be deemed to preclude Client from arranging to receive investment
advisory services from other investment advisers respecting any Client assets,
including any assets in the Accounts.


 


SECTION 3.  Investment Management
Services. Adviser is hereby granted the following power and
authority with respect to the Accounts.


 


Adviser
shall, with the prior approval of Client, place orders for the execution of
securities transactions for the Accounts as may be recommended to and accepted
by Client with or through such brokers, dealers or issuers as Adviser may
select in accordance with Section 8 below. 
Adviser recognizes that it may be a fiduciary under ERISA with respect
to some of the assets held in the separate accounts.  Subject to applicable law and its policy to
allocate investment opportunities among clients and among the Accounts over a
period of time on a fair and equitable basis, transactions in securities may be
effected on behalf of clients of Adviser other than Client from whom Adviser
has discretionary trading or investment authority prior to the time that
recommendations for transactions in the same securities may be communicated to
Client (or executed by or on behalf of Client), and at different prices.


 


In
connection with the services to be provided hereunder, Adviser will vote the
proxies for all shares of stock or other voting securities held in the
Accounts, unless otherwise instructed in writing by Client, as set forth in Section 2.


 


SECTION 4.  Reporting and other
Administrative Services. Adviser shall furnish such reports,
returns, data, analyses, disclosures and other information requested by


 


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Client as Client
determines are (a) necessary for Client’s compliance with and prepared in accordance
with Regulatory Requirements, as defined below (including, without limitation,
those of the Securities and Exchange Commission, the Sarbanes-Oxley Act of
2002, as it may be amended from time to time, and New York Insurance
Department), statutory accounting principles, United States generally accepted
accounting principles, French accounting principles and international
accounting standards, or (b) otherwise necessary to meet Client’s current and
future requirements, including, but not limited to the reports and information
set forth in Schedule III.  “Regulatory Requirement” shall mean any statute, law, rule,
ruling, code, ordinance, decision, official pronouncement, regulation,
requirement, procedure, permit, directions, decree, judgment or order of any
Regulatory Authority (defined in next sentence) now or hereafter in effect, in
such case, as and to the extent available in published or other publicly
available form, and, in each case, as amended from time to time and any
interpretation thereof published by any Regulatory Authority.  “Regulatory Authority” shall mean any nation
or government, any state, county, municipality or other political subdivision
thereof or any entity exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to government or any rating agency
or entity which sets accounting and/or reporting standards.


 


Adviser
shall deliver to Client, (i) on a quarterly basis a completed quarterly
management questionnaire letter to the controller of Client, in such form as
Client may reasonably request, on accounting, reporting, internal controls and
disclosure issues in support of the quarterly management representation letter
to be issued by Client to its independent accountants, signed by such appropriate
officers of Adviser and, at Client’s request, of any affiliate of Adviser which
is performing services under this Agreement, as Client may reasonably request;
and (ii) on an annual basis, on such date as Client may reasonably designate,
SAS 70 (as defined below) opinion letters (Type II) containing reports on both
internal controls placed in operation and tests of operating effectiveness of
such controls, prepared by a  Nationally
Recognized Accounting Firm (as defined below) that does not represent Client as
its principal auditor  for each of (1)
Client and (2) its parent AXA.  Until
further notice from Client, such SAS 70 opinion letters will, for each year, be
dated as of September 30 and delivered by November 15.  If the processes and controls upon which such
SAS 70 opinion letter is based have changed from September 30 to December 31
to such extent that it would no longer be reasonable for Client to rely on such
SAS 70 opinion letter, Adviser shall notify Client of such changes by January 15
and shall review such changes with Client if Client so requests.  Adviser shall furnish Client with copies of
any reports or correspondence it receives from its external or internal
auditors which comment negatively in any material respect on internal controls,
to the extent such deficiencies could materially adversely affect Adviser’s
performance pursuant to this Agreement; provided, however, such reports may be
redacted to the extent not applicable to Adviser’s internal controls.  Notwithstanding anything to the contrary
herein, Adviser shall promptly review with Client any change to the processes
and controls on which the then most recent SAS 70 opinion letter is based.


 


For
purposes of this agreement, “SAS 70” shall
mean the Statement in Auditing Standards No. 70, the auditing standard issued
by the American Institute of Certified Public Accountants that provides
guidance to enable an independent auditor to issue an


 


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opinion on a service
organization’s description of internal controls.  “Nationally  Recognized Accounting Firm” shall mean Pricewaterhouse
Coopers, Ernst & Young, Deloitte & Touche or KPMG, or any successor
thereof.


 


SECTION 5.  Custody and Reports to Client;
Records. Client will either maintain custody itself or establish and
maintain for the term of this Agreement a custody account or accounts with JP
Morgan Chase Bank or with another New York bank or banks designated by Client
(the “Custodian”) for
the assets of the Accounts. All such assets shall be and remain the property of
and shall remain under the ultimate control of Client. Client will itself and
will cause the Custodian to inform Adviser promptly of all assets placed in the
Accounts and will establish reporting and accounting arrangements such that
Adviser will be fully informed at all times as to the assets in the Accounts.
Adviser shall be fully protected and indemnified by Client in relying on such
reporting and accounting arrangements. Adviser will promptly furnish to Client
those reports set forth on Schedule III and such other reports as Client
and Adviser may agree to in writing from time to time. Adviser shall meet on a
regular basis with designated representatives of Client to review the
investment performance of the Accounts and such other matters as Client may
reasonably request.


 


The
books, accounts and records of Client as to all transactions between Client and
Adviser under this Agreement shall be maintained so as to clearly and
accurately disclose the nature and details of the transactions, including such
accounting information as is necessary to support the reasonableness of the
charges under this Agreement. In addition, Adviser shall maintain back up
records in accordance with Regulation No. 152 of the New York Insurance Department
that will be available during Adviser’s normal business hours to Client and any
governmental agency that has regulatory authority over Client’s business
activities . Each party shall be and remain sole owner of its own records,
including but not limited to business and corporate records, regardless of the
use or possession by either party of the other party’s records. All records
relating to the Accounts (or copies thereof) shall be turned over to Client, or
as it may direct, upon termination of this Agreement.


 


SECTION 6.  Fee for Services. Client
will pay Adviser fees for services performed by Adviser under Sections 2 and 3
of this Agreement in accordance with the Fee Schedules attached hereto as
Schedules I and IV, as the same may be amended from time to time by mutual
written agreement between Client and Adviser. 
Client will pay Adviser an annual fee of $100,000 for services performed
by Adviser and described in Schedule III hereto.  It is understood and agreed by the parties
hereto that the expenses hereunder shall be accounted for by the Client in
accordance with Regulation No. 33 of the New York Insurance Department.


 


SECTION 7.  Valuation of Investments.  In computing the market value of any
investment held under this Agreement, each security listed on a national
securities exchange shall be valued at the last quoted sale price on the
valuation date on the principal exchange on which such security is traded, if
such price is available.  However, if no
such price shall be available and in the case of any other security or asset,
such


 


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securities or assets
shall be valued in a manner determined in good faith by Adviser to reflect its
fair market value.


 


SECTION 8.  Brokerage. Adviser,
in its sole discretion, will seek to obtain the best prices and execution for
all orders placed for the Accounts, considering all circumstances.  To the extent permitted by applicable law,
including ERISA, Adviser may, in the allocation of business, consider the
statistical data, research and other services furnished to Adviser by brokers
and dealers.  Such services may be used
by Adviser in connection with its other advisory activities or investment
operations.  Client acknowledges that the
costs of using such brokers and dealers may be higher than the costs of brokers
or dealers who do not provide such services. 
Transactions for the Accounts may be executed as part of concurrent
authorizations to purchase or sell the same security for other accounts and
clients served by Adviser. When these concurrent transactions occur, Adviser’s
objective will be to allocate the executions so as not to discriminate among
accounts.  From time to time certain
affiliates of Adviser which are broker-dealers may effect transactions on behalf
of the Accounts.  In the case of separate
accounts, Adviser may effect transactions with certain affiliates only in
compliance with the provisions of Prohibited Transaction Exemption 86-128
issued by the U.S. Department of Labor under ERISA or any amendment or
successor to such exemption.  Client
acknowledges that from time to time certain affiliates of Adviser which are
members of a national securities exchange may effect transactions on behalf of
the Accounts on such exchange pursuant to Section 11(a) of the Securities
Exchange Act of 1934 and Rule l1a2-2(T) thereunder.  Such affiliates may receive compensation in
connection with such transactions. 
Client consents to such affiliates retaining such compensation pursuant
to Section 11 (a) of the Securities Exchange Act and Rule l1a2-2(T)
thereunder.


 


SECTION 9.  Representations,
Warranties and Responsibilities of Adviser.  Adviser represents and warrants that each of
it and any subadviser appointed pursuant to Section 22 shall at all times
during which it provides services to Client hereunder (a) be validly existing
and in good standing under the laws of its state of organization, (b) be duly
registered with the United States Securities and Exchange Commission as an
investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers
Act”), to the extent required to perform its obligations under this Agreement,
(c) be duly qualified to do business and duly registered or licensed as an
investment adviser in each state or jurisdiction, to the extent necessary to
perform its obligations under this Agreement, and (d) have completed, obtained
or performed all registrations, filings, approvals, licenses, consents and
examinations required by any regulatory authority to the extent necessary or appropriate
to perform its obligations under this Agreement.  If either of Adviser or such subadviser
should, at any relevant time, cease to be so registered, Adviser will promptly
notify Client. Adviser makes no representation or warranty as to the investment
performance or profitability of the Accounts.


 


SECTION 10.  Client Representations and
Warranties. Client represents and warrants that this Agreement has
been duly authorized by all necessary action, corporate and other, that it
constitutes the legal, valid and binding obligation of Client, and that the


 


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terms of this Agreement
do not conflict with any material obligation by which it is bound, whether
arising by contract, operation of law or otherwise.


 


SECTION 11.  Other Activities of Adviser. It
is understood that Adviser and any of its affiliates may engage in any other
business including investment management and advisory services to others who
may have investment policies similar to those followed by Client with respect
to the Accounts, provided that, subject to this Section 11, the Adviser
shall at all times allocate investment opportunities among clients of the
Adviser on a fair and equitable basis. 
Adviser will be free, in its discretion, to make recommendations to
others, or effect transactions on behalf of itself or for others which may be
the same as or different from those effected on behalf of the Accounts. Subject
to applicable law, including ERISA, (i) nothing contained in this
Agreement shall prevent Adviser or any of its affiliates, acting either as
principal or agent on behalf of others, from buying or selling, or from
recommending to or directing any other account to buy or sell, at any time,
securities of the same kind or class directed by Adviser to be purchased or
sold for the Accounts; and (ii) it is understood that Adviser, its affiliates,
and any officer, director, stockholder, employee or any member of their
families may have an interest in a particular transaction or in securities of
the same kind or class as those whose purchase or sale Adviser may recommend or
effect on behalf of the Accounts.


 


Subject to applicable law, including its obligations
as a fiduciary under ERISA, Adviser shall not be obligated to recommend to
Client for the Accounts any particular investment opportunity which comes to
it. Unless Adviser determines in its sole discretion that it may appropriately
do so, Adviser may refrain from purchasing on behalf of the Accounts or
rendering any advice or services concerning securities of (i) companies of
which Adviser, its affiliates, or any of its or their officers, directors, or
employees are directors or officers, (ii) companies for which Adviser or its
affiliates act as financial adviser or underwriter, or (iii) companies about
which Adviser or any of its affiliates have information which Adviser deems
confidential or non-public.


 


SECTION 12. 
Liabilities of Adviser.  The Adviser shall (a) discharge its
duties with the care, skill, prudence and diligence under the circumstances
then prevailing that a prudent person acting in a like capacity and familiar
with such matters would use in the conduct of an enterprise of a like character
and with like aims and (b) act in accordance with the standards in
effect from time to time under federal and New York law (with respect to New
York Insurance Law only, to the extent required by such law and communicated in
writing by Client to the Adviser from time to time or as otherwise known to the
Adviser) which apply to any person serving in the capacity with respect to
Client in which the Adviser is then serving. 
Adviser shall discharge its duties with respect to the separate accounts
solely in the interest of the participants in the plans participating in such
accounts and their beneficiaries with the care, skill, prudence, and diligence
under the circumstances then prevailing that a prudent person acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims.  To the extent permitted by applicable law,
including in the case of the separate accounts, the applicable provisions of
ERISA, Adviser, its affiliates, directors, officers, or employees will not be
liable for any action, omission, information or recommendation in connection
with this Agreement or investment of the Accounts,


 


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except in the case of
their willful misfeasance, bad faith, gross negligence or reckless disregard of
their duties and obligations hereunder.


 


SECTION 13.  Assignment.  No assignment, within the meaning of such
term under the Advisers Act and the rules thereunder, of this Agreement shall
be made by Adviser. Each party acknowledges that this Agreement may not be
assigned without the approval of the New York Insurance Department. Adviser
agrees to notify Client of any changes in the membership of its general partner
or partners within a reasonable time after such change.


 


SECTION 14.  Termination of Agreement.  This Agreement will continue
through December 31, 2004.  After
such date, this Agreement shall be effective for successive 12-month periods
unless either Client or Adviser notifies the other in writing not later than
the first day of any such 12-month period that this Agreement shall not be
renewed at the end of such period. 
Nonrenewal of this Agreement by Client shall constitute a termination of
this Agreement, which termination may either be for Cause (as defined below) or
not for Cause.  Notwithstanding the
foregoing, after the end of the initial 12-month period, Client may terminate
this Agreement upon 180 days written notice to Adviser, and Adviser may
terminate this Agreement upon 180 days written notice to Client, and Client may
terminate this Agreement at any time for Cause (as defined below).  Upon termination of this Agreement, Adviser
will furnish to Client a report containing, among other things, a statement of
investments of the Accounts as of the date of termination and Client will pay
to Adviser all fees accrued and unpaid to the date of termination in accordance
with Schedules I and IV.


 


If
Client or Adviser gives notice of termination of this Agreement, Client and
Adviser will take all necessary steps, including, without limitation, Adviser
providing Client with access to and the opportunity to consult with Adviser’s
employees, in order to facilitate an orderly transition of the records and
responsibilities so as to avoid a disruption of services to Client. Any such
transition shall begin reasonably promptly after the giving of such termination
notice, and the parties shall use their best efforts to complete such
transition by the termination date. If such transition is not completed by the
termination date and if Adviser continues to provide services or undertake duties
and responsibilities under this Agreement, this Agreement, including without
limitation the fee provisions, shall be deemed to continue in effect with
respect to the services so provided or duties and responsibilities so
undertaken until such time as both parties agree that the transition is
complete.


 


Client
anticipates that if notice of termination of this Agreement is given, Client
for itself and its subsidiaries and its and their servicers may wish to
purchase at fair value a perpetual, royalty-free non-exclusive license or
licenses to all or part of the application, operating and reporting software
and systems used by Adviser in the performance of its accounting, valuation,
reporting and treasury services for Client and its subsidiaries under this Agreement
and certain other agreements. If notice of termination of this Agreement is
given and if Client wishes to purchase such a license or licenses, it shall
give notice in writing to Adviser promptly after the giving of the termination
notice, and Adviser agrees to work together with Client to obtain required
approvals for such purchase.


 


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If
Adviser terminates this Agreement for any reason, then Adviser shall not be
entitled, with respect to any period after the effective date of termination,
to any fees of any kind, including, without limitation, any fees contemplated
by Section 6.  Notwithstanding
anything to the contrary herein contained, Adviser may terminate this Agreement
if Client fails to pay any fees due and owing under this Agreement and such
failure remains uncured for a period of 90 days after receipt by Client of
written notice of such breach during which period Client and Adviser shall work
together to resolve any disagreement concerning the calculation of such fees.


 


For
purposes of this Agreement, “Cause” shall
mean willful misfeasance, gross negligence or reckless disregard of the duties
and obligations hereunder on the part of Adviser, the material breach by
Adviser of any provision hereof, any determination by the U.S. Securities and
Exchange Commission (the “SEC”), other regulatory body or court of competent
jurisdiction materially barring or restricting Adviser from acting as an
investment adviser, or the imposition by the SEC, other regulatory body or
court of competent jurisdiction of material limitations on the ability of
Adviser to provide services under this Agreement.


 


SECTION 15.  Change or Modification of
Agreement.  This Agreement may
not be amended, changed or modified except by an instrument in writing signed
by Client and Adviser.  Any such
amendment, change or modification shall comply with all applicable requirements
of the New York Insurance Law.


 


SECTION 16.  Confidentiality.  During the course of Client’s
business relationship with Adviser, there will be communications between Client
and Adviser, and each of Client and Adviser will be afforded access to certain
books, records, reports, data, files and documents of the other, and will be
afforded access to or will learn certain confidential and proprietary
information, written or oral, of the other (collectively the “Confidential
Information”).  Such Confidential
Information (i) of Client shall include the information regarding Client’s
investments, and (ii) of either party may include but will not be necessarily
limited to Confidential Information which deals with (a) such party’s trade
secrets, investments, properties, products, services, shareholders,
unitholders, partners, finances, business affairs, methods of operation, distribution
strategies, procedures or other internal matters; (b) such party’s past,
present or prospective policy, contract or certificate holders or pension,
investment or other clients; (c) any party who has otherwise contracted or
negotiated with such party, or may hereafter do so; (d) the finances, business
affairs, business plans, marketing strategies, circumstances or relationships
of such party to any of the parties referred to in clauses (b) and (c) of this Section 16,
(e) any non-public information, including the names and addresses and personal
information concerning such party’s active and retired employees and internal
memoranda and correspondence, material, inventions, improvements, systems or
programs used by such party and in which such party has proprietary rights or
is under contractual obligation to protect a third party’s proprietary rights;
(f) the internal business practices and business records of such party, whether
oral or written, or (g) the terms of this Agreement.  For the protection of Client and Adviser it
is agreed as follows:


 


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(i)                                     Except
as otherwise required by any regulatory requirements, each of Client and
Adviser will hold all Confidential Information of the other in strictest
confidence and will use such Confidential Information solely for the purposes
of performing its duties or exercising its rights hereunder.  Client and Adviser shall disclose such
Confidential Information to any third parties only to the extent necessary to
perform such duties or exercise such rights and only to persons who have been
informed of the obligations imposed by this Agreement.


 


(ii)                                  Notwithstanding
anything to the contrary herein, neither Client nor Adviser shall have any
obligation to preserve the confidentiality of any Confidential Information
which:


 


(1)                                  is
or becomes publicly available (other than through unauthorized disclosure by
the receiving party);


 


(2)                                  at
the time of disclosure to the receiving party, is already in the possession of
or known to the receiving party to be free of any confidentiality obligations
applicable to it;


 


(3)                                  is
made available to the receiving party, as a matter of right by any person or
entity other than the other party; or


 


(4)                                  is
the subject of a subpoena or other such legal process or compulsion, whereupon
each of Client and Adviser shall, unless otherwise required by a regulatory
requirement, provide notice to the other party prior to such disclosure in
order allow the other party to seek an appropriate protective order.


 


(iii)                               Notwithstanding the
foregoing provisions of this Section 16, any party hereto (and each
employee, agent or representative of the foregoing) may disclose to any and all
persons, without limitation of any kind, the tax treatment and tax structure of
the transactions entered into in connection herewith and all materials of any
kind (including opinions or other tax analyses) that are provided relating to
such tax treatment and tax structure, except to the extent maintaining such
confidentiality is necessary to comply with any applicable federal or state
securities laws; provided that the confidentiality obligations of this
Agreement or other agreements relating to this transaction between the parties
shall continue to apply to information irrelevant to understanding the tax
treatment or tax structure of this transaction. 
The preceding sentence is intended to cause the transaction contemplated
hereby to be treated as not having been offered under conditions of
confidentiality for purposes of Section 1.6011-4(b)(3) (or any successor
provision) of the Treasury Regulations promulgated under Section 6011 of
the


 


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Internal
Revenue Code and shall be construed in a manner consistent with such purpose.


 


(iv)  Notwithstanding the foregoing provisions of
this Section 16, Adviser shall implement and maintain appropriate measures
designed to comply with Client’s privacy policy and thereby meet the objectives
of Regulation No. 173 of the New York Insurance Department with respect to
safekeeping Client’s customer information and customer information systems.
Adviser shall adjust its information security program at the request of Client
for any relevant changes dictated by Client’s assessment of risk around its customer
information and customer information systems. 
Confirming evidence that Adviser has satisfied its obligations under
this Agreement shall be made available, during normal business hours, for
inspection by Client, anyone authorized by Client, and any governmental agency
that has regulatory authority over Client’s business activities.


 


SECTION 17.  Audit Review.  Client or any governmental authority having
jurisdiction over the Client shall have the right (even if Client is in default
hereunder or after this Agreement has expired or been terminated), at any time
and from time to time upon reasonable notice, to undertake or cause to be
undertaken an audit review of all investments and proposed investments, Adviser’s
performance of its services under this Agreement, the fees payable to Adviser
hereunder and all reimbursable costs and expenses hereunder, if any, and
Adviser’s compliance herewith.  Such
audit review may be undertaken directly by Client or by third parties engaged
by Client, and the fees and disbursements of any third party auditor retained
by Client or such governmental authority shall be paid by Client.  Adviser shall cooperate fully with Client and
each such third party in connection with any such audit review.  The rights of Client under this Section 17
may be enforced by an action at law or in equity, whether for specific
performance or injunction or otherwise.


 


SECTION 18.  Business Continuity
Planning.  With respect to the
services to be provided by the Adviser pursuant to this Agreement, Adviser
will, upon request, provide Client with a copy of its business continuity plan.


 


SECTION 19.  Entire Agreement;
Severability.  This Agreement
constitutes the entire understanding and agreement between Client and Adviser
relating to the services provided for in this Agreement and supersedes all
other prior agreements and under-standings, whether written or oral, between
Client and Adviser concerning this subject matter.  If any term or provision of this Agreement
shall be held to be invalid or unenforceable it shall not render invalid or
unenforceable the remaining terms or provisions of this Agreement or affect the
validity or enforceability of any of the terms or provisions of this Agreement.


 


SECTION 20.  Arbitration.  Should an irreconcilable difference
of opinion between Adviser and Client arise as to the interpretation of any
matter respecting this Agreement, it is hereby mutually agreed that such
differences shall be submitted to arbitration as the sole remedy available to
both parties.  Such arbitration shall be
by three


 


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arbitrators in accordance
with the rules of the American Arbitration Association, the arbitrators shall
have extensive experience in the insurance and/or investment advisory
industries, and the arbitration shall take place in New York, New York. Each
party shall bear its own expense in connection with the arbitration, and the
fees and expenses of the arbitration and any other expense of the arbitration
shall be shared equally by the parties.


 


SECTION 21.  Directions to Adviser and
Notices.  All investment
guidelines or general directions by Client to Adviser shall be in writing
signed by the chief investment officer of Client or his or her designee.
Adviser may accept the same as conclusive evidence of the truth and accuracy of
the statements therein contained and shall be fully protected and indemnified
by Client in relying thereon. Any investment guideline, direction, notice,
report, or other communication required or permitted to be furnished or given
hereunder will be furnished or given in writing and received by Client or
Adviser, as the case may be, at the following addresses:


 


If to Client:


MONY Life Insurance
Company


1290 Avenue of the
Americas


New York, New York 10104


Attention:  Office of the Chief Investment Officer


 


addressed to the
attention of the person or persons designated by Client to receive the
direction, notice, report or other communication or, in the absence of such
designation, the Secretary.


 


If to Alliance:


Alliance Capital
Management L.P.


1345 Avenue of the
Americas


New York, New York 10105


Attention: General
Counsel


 


SECTION 22.  Subadvisers.  Adviser may contract with one or more direct
or indirect subsidiaries of Alliance for the performance of its obligations
hereunder as an entirety or with respect to specified asset classes or
portfolios; provided, however, that the terms and
conditions of such contracts shall not be inconsistent herewith and that
Adviser shall not be relieved of its duties and obligations to Client
hereunder. Adviser shall be solely liable for all fees owed by it under any
such contract, irrespective of whether Adviser’s compensation pursuant hereto
is sufficient to pay such fees.


 


SECTION 23.  Control.  The performance of services by Adviser for
Client pursuant to this Agreement shall in no way impair the absolute control
of the business and operations of Adviser or Client by their respective boards
of directors.  Adviser shall act
hereunder so as to assure the separate identity of Client.  The business and operations of Client shall
at all times be subject to the direction and control of the board of directors
of the Client.


 


11





















 


SECTION 24.  Governing Law.  The provisions of this Agreement will be
construed and interpreted in accordance with the laws of the State of New York
as at the time in effect, without giving effect to the conflicts of laws
principles thereof.


 


IN
WITNESS WHEREOF, Adviser and Client have caused this Agreement to be executed
by their representatives as of the date and year first written above.


 


	
   

  	
  ALLIANCE CAPITAL
  MANAGEMENT L.P., or

  any affiliated successor to its business

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ALLIANCE CAPITAL
  MANAGEMENT

  CORPORATION, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert H. Joseph,
  Jr.

  	
   

  
	
   

  	
   

  	
  Name: Robert H.
  Joseph, Jr.

  
	
   

  	
   

  	
  Title: SVP and CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MONY
  LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stanley B.
  Tulin

  	
   

  
	
   

  	
   

  	
  Name: Stanley B.
  Tulin

  
	
   

  	
   

  	
  Title: Vice
  Chairman and CFO

  
					



 


12





















 


Schedule I to Investment Advisory and

Management Agreement, dated as of October 1,

2004 between Alliance Capital Management

L.P. and MONY Life Insurance Company


 


Adviser will receive from Client fees according to
this Schedule.  Asset-based fees are
based on the carrying value determined in accordance with accounting principles
generally accepted in the United States (“GAAP”) of
assets held pursuant to this Agreement as of the beginning of the billing
period; provided, however, that all fixed maturities are to be valued at
amortized cost determined in accordance with GAAP. Asset-based fees will be
billed quarterly in advance of service at 1⁄4 the annual rate stated on this
Schedule.  All such bills shall be due
and payable within 90 days of the date of the respective invoice.


 


Fees applicable to periods shorter than a calendar
month or, in the case of those billed quarterly, a calendar quarter, due to the
effective date or termination date of this Agreement will be prorated either
from the effective date or to the termination date, whichever is appropriate,
and will be based on the value of investments held under this Agreement as of
either the end of the short period or the termination date, whichever is
appropriate.


 


Fee
computations at the end of each relevant period shall be adjusted to correct
for any accounting errors or omissions made (i) during such period or, (ii) if
not otherwise corrected and adjusted for in a prior fee computation, during
such prior period.


 


S-I-1





















 


A.           Schedule of  Asset Classes and Fees


 


	
  Asset Class

  	
   

  	
  Annual Fee

  
	
   

  	
   

  	
   

  
	
  Core Public Bonds

  Publicly traded debt securities and preferred stock (including securities
  received in exchange for Rule 144A securities) and the cash and
  cash-equivalent proceeds thereof not withdrawn by Client

  	
   

  	
  7.5 Basis Points

  
	
   

  	
   

  	
   

  
	
  Core Private Placements

  Privately placed debt securities and preferred stock

  	
   

  	
  18.5 Basis
  Points

  
	
   

  	
   

  	
   

  
	
  Common Stock

  	
   

  	
  20 Basis Points

  
	
   

  	
   

  	
   

  
	
  Limited
  Partnership/Enhanced Return Funds

  	
   

  	
  32 Basis Points

  
	
   

  	
   

  	
   

  
	
  High Yield Public Bonds

  Investments in publicly traded debt securities and preferred stock rated NAIC
  Grade 3 or below

  	
   

  	
  25 Basis Points

  
	
   

  	
   

  	
   

  
	
  Collateralized
  Debt Obligations

  	
   

  	
  2 Basis Points

  
	
   

  	
   

  	
   

  
	
  Derivative
  Transactions

  	
   

  	
  $400,000

  



 


B.             Schedule of
Other Fees


 


	
   

  	
  Legal and
  consulting services required for private placement workouts (Client to be
  notified of these costs as they are incurred)

  	
   

  	
  Costs incurred
  will be passed through directly to Client*

  



 


 










* At the request of
Client, Adviser will (i) review with Client specified legal bills to assist
Client in determining the appropriateness of those bills, and (ii) together
with representatives of outside counsel or the Law Department, assist Client in
estimating future legal expenses to be incurred in connection with specified
transactions.


 


S-I-2





















 


Schedule II to Investment Advisory and

Management Agreement, dated as of October 1,

2004, between Alliance Capital Management

L.P. and MONY Life Insurance Company 


 


Excluded Asset Classes


 


The
asset classes set forth below held or to be held in Client’s General Account
are not included in the accounts for which Adviser is to act as investment
adviser under the Investment Advisory and Management Agreement, dated as of October 1,
2004 (the “Agreement”), notwithstanding that
they are evidenced by securities.  These
excluded asset classes are not subject to any provisions of the Agreement,
including, without limitation, Section 6 thereof.


 


Real Estate and Mortgage
Assets


 


Assets Managed by Client’s
Treasurer


 


•                  Short-term investments designated by
Client


 


Assets Managed by Client’s
Corporate Operations


 


•                  Securities issued by Client’s
affiliates, including any intercompany notes evidencing borrowings


 


Other Assets


 


•                  Securities issued by collateralized
bond obligation vehicles sponsored by Alliance or its affiliates or for which
Alliance or its affiliates act as manager or investment adviser


•                  Investments made pursuant to a
community investment program


•                  Investments made pursuant to programs
managed or advised by investment advisers to Client other than Alliance.


•                  Assets managed by investment advisers
other than Alliance


 


S-II-1





















 


Schedule III to Investment Advisory and Management Agreement,


dated as of October 1, 2004, between Alliance Capital Management
L.P.


and MONY Life Insurance Company*


 


	
  Reports

  	
   

  	
  Frequency

  
	
   

  	
   

  	
   

  
	
   

  	
  •     Portfolio and segment reviews

  	
   

  	
  Quarterly

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •     Bond book value/market value summary

  	
   

  	
  Daily

  
	
   

  	
  •     Industry exposure updates

  	
   

  	
  Periodically, as
  available

  
	
   

  	
  •     Bond purchases and sales reports

  	
   

  	
  Weekly and
  Quarterly

  
	
   

  	
  •     Bond credit sales reports

  	
   

  	
  Monthly

  
	
   

  	
  •     Investment Committee Reports

  	
   

  	
  For each
  Investment Committee meeting of Client

  
	
   

  	
  •     Business review reports (including top 25 bond
  holdings, top 10 bond unrealized gain/loss and portfolio activity reports)

  	
   

  	
  For each
  Business Review Meeting of Client

  
	
   

  	
  •     Rating agency reports

  	
   

  	
  For each Rating
  Agency Meeting of Client

  
	
   

  	
  •     Investment Under Surveillance (IUS) Reports

  	
   

  	
  Quarterly

  
	
   

  	
  •     Short-term reports

  	
   

  	
  Daily

  
	
   

  	
  •     Derivatives Reports [prepared in accordance with
  Client’s Derivatives Use Plan (“DUP”)]

  	
   

  	
  Monthly,
  quarterly or annually, as required by DUP

  
	
   

  	
  •     MBS Report

  	
   

  	
  Periodically, at
  least Quarterly

  
	
   

  	
  •     Pricing Matrix Report

  	
   

  	
  Monthly

  
	
   

  	
  •     Bond Cash-Flow Forecast (P&I)

  	
   

  	
  Monthly

  
	
   

  	
  •     Plan, Economic Capital and Embedded Value
  support, cash flow projections on CMOS/CMBS/MBS/ABS for regulatory cash flow
  testing, and CDO cash flow reports

  	
   

  	
  Periodically, as
  necessary

  
	
   

  	
  •     Reports relating to troubled investments,
  bankruptcies and workouts

  	
   

  	
  Periodically, as
  necessary

  
	
   

  	
  •     Analyses and reports relating to partnership
  activity, monitoring investments and new investments

  	
   

  	
  Periodically, as
  necessary

  
	
   

  	
   

  	
   

  	
   

  
	
  Files from Alliance/CAMRA for Investment

  Management Information System

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •     Camra Daily Transaction file - Transactions at
  the currhold level

  	
   

  	
  Daily

  



 










* All services and
reports are to be performed or prepared for securities managed by (i) Alliance
and (ii) other investment advisers of Client to the extent information is
provided by Client to Adviser in respect of securities managed by such other
investment advisers, and are to be performed or prepared in accordance with US
GAAP, French GAAP, IAS, STAT or TAX Basis, as appropriate.


 


S-III-1





















 


	
   

  	
  •     Daily Detail file-Cusip, Issuer, Price, Values,
  other indicatives

  	
   

  	
  Daily

  
	
   

  	
  •     Preliminary file – Currhold-level records with
  STAT and GAAP Yields, Coupon Rate, and NAIC code

  	
   

  	
  Monthly

  
	
   

  	
  •     Indicative file – Cusip-level records with all
  descriptive information such as Name, Maturity Date, Ratings, Etc.

  	
   

  	
  Monthly

  
	
   

  	
  •     Currhold-keystring file – Currhold level records
  with the Cusip, Portfolio, and Acquired Date for all Currholds for the year
  to date (more comprehensive than the Preliminary file.)

  	
   

  	
  Monthly

  
	
   

  	
  •     Put-Call schedules

  	
   

  	
  Quarterly

  
	
   

  	
  •     Call indicatives

  	
   

  	
  Quarterly

  
	
   

  	
  •     DP paydown schedules

  	
   

  	
  Quarterly

  
	
   

  	
  •     Step Rate Schedules

  	
   

  	
  Quarterly

  
	
   

  	
  •     Make Whole provisions

  	
   

  	
  Quarterly

  
	
   

  	
  •     Non-Gemini file – Original Amount

  	
   

  	
  Quarterly

  



 


CAMRA
Services


 


CAMRA
System – Includes (i) system and ancillary systems (i.e.
Darkroom Sybase etc.) access, support maintenance as well as communication and
resolution of system issues with SS&C Technologies, (ii) creation and
support of reports, extracts, tables and ad-hoc requirements, and (iii)
maintenance and support for multiple accounting bases (including US GAAP,
French GAAP, IAS, STAT and tax bases), it being understood that Client shall
pay certain incremental costs relating to the modification of CAMRA to provide
IAS information.


 


CAMRA
Translator – Includes translator support, maintenance and
such translator changes and improvements as the parties shall agree.


 


Valuation
Services -  Includes
(i) Derivative Solutions analytic, cash flow security information, pricing, and
current ratings (Moody’s and S&P), and (ii) all necessary information for
SVO filings and ratings.


 


Administrative
Services - Trade processing, corporate actions processing and
other required security information whether internal or external to CAMRA.


 


Other
services – including, but not limited to, requests for
information from Internal and External Auditors as well as outside Regulators
(ie. SVO, NAIC, ACLI, Federal Reserve)


 


Administrative
Services


 


Confirmation
and Settlement Services- Includes obtaining trade
confirmations, either by mail or through automated interfaces, trade comparison
function between broker’s confirmations and company records, reconciliation of
trade discrepancies and correction activity.


 


S-III-2





















 


Custody
Services- Includes processing corporate actions (e.g., tender
offers, stock dividends and splits, redemptions and other securities related
transactions), reconciliation of asset reports from custodial agents with
company records, identification and correction of out-of-balance conditions
including items in suspense and providing custody reports to various interested
parties.


 


Collection
Services – Includes collection for principal, interest and
dividend payments, analysis, follow-up and reconciliation of overdue payments
and payment discrepancies.


 


Beneficial
Ownership – extracts, files and information


 


S-III-3





















 


Schedule IV to Investment Advisory and

Management Agreement, dated as of October 1,

2004 between Alliance Capital Management

L.P. and MONY Life Insurance Company


 


Fees due to Adviser for


Managing Separate Accounts for Client


 


Adviser
will receive from Client fees according to this schedule.  Unless otherwise indicated, fees are based on
the market value of assets held pursuant to this Agreement as of the end of the
calendar month and are calculated at 1/12 of the annual rates stated in this
schedule.  Such fees are billed monthly
by Adviser within 30 days of the end of the month.  All such bills shall be due and payable
within 30 days of the date of the respective invoice.


 


Overdue
bills will accrue interest on the unpaid balance at a compounded interest rate
which is the equivalent of the prime rate announced from time to time by
JPMorgan Chase Bank if not paid by the due date. Such interest shall not accrue
on any billed amounts which are the subject of a good faith dispute the parties
agree to use their best efforts to resolve.


 


Fees
applicable to periods shorter than a calendar month due to circumstances such
as either the effective date of this Agreement or termination of this Agreement
will be prorated either from the effective date or to the termination date,
whichever is appropriate, and will be based on the value of investments held
under this Agreement as of either the end of the short period or the
termination date, whichever is appropriate.


 


In
computing the market value of any investment held under this Agreement, each
security listed on a national securities exchange shall be valued at the last
quoted sale price on the valuation date on the principal exchange on which such
security is traded, if such is available; however, if no such price shall be
available and in the case of any other security or asset such securities or
assets shall be valued in a manner determined in good faith by Adviser to
reflect its fair market value.


 


Fee
computations at the end of each relevant period shall be adjusted to correct
for any accounting errors or omissions made during that or any prior period and
not otherwise corrected and adjusted for in a prior fee computation.


 


The
Adviser is due a fee for managing the Separate Accounts for which Adviser acts
as investment adviser under this Agreement which is equal to 100% of the fees
payable to Client by participants in such Separate Accounts pursuant to their
contracts with Client.


 


S-IV-1