Exhibit 24(b)(3)(d)
WHOLESALE DISTRIBUTION AGREEMENT
BETWEEN
MONY LIFE INSURANCE COMPANY AND MONY SECURITIES CORPORATION
AND
AXA DISTRIBUTORS, LLC, ET AL.
DISTRIBUTION AGREEMENT, dated as of April 1, 2005, by and between MONY
LIFE INSURANCE COMPANY ("MONY Life"), a New York life insurance company, and its
principal underwriter, MONY SECURITIES CORPORATION, a New York corporation ("MSC
and, collectively with MONY Life, "MONY") and AXA DISTRIBUTORS, LLC ("ADL") and
the subsidiaries thereof executing this Agreement (collectively with ADL, the
"Distributor").
W I T N E S S E T H:
WHEREAS, MONY Life offers or may hereafter offer a number of insurance
products, including without limitation fixed and variable annuities and life
insurance;
WHEREAS, pursuant to certain Underwriting Agreements, each of which is
dated January 1, 1991, between MONY Life, MSC, et al., MONY Life retained MSC as
a principal underwriter and distributor of MONY Life variable life insurance and
annuity products;
WHEREAS, MSC is a broker-dealer registered under the Securities
Exchange Act of 1934 ("1934 Act") and a member of the National Association of
Securities Dealers, Inc. ("NASD");
WHEREAS, ADL is a broker-dealer registered under the 1934 Act and a
member of the NASD, and the Distributor is, to the extent required by the laws
of such states and territories, a licensed general agent in the states and
territories in which it does business;
WHEREAS, MONY Life and, to the extent such products are subject to the
securities laws, MSC wish to retain the Distributor to distribute certain life
insurance and annuity products to both retail and wholesale to broker-dealers
and general agents for sale to the general public, as more particularly provided
below;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and promises herein contained, the parties hereto agree as follows:
ARTICLE I
Distribution Responsibilities
SS.1.1 MONY authorizes the Distributor to distribute all fixed and
variable life insurance and annuity products from time to time offered by MONY
Life (the "Products") to both retail and wholesale broker-dealers and general
agents as herein provided.
SS.1.2 (a) ADL warrants and represents that it is a broker-dealer duly
registered under the 1934 Act and is a member in good standing of the NASD and,
to the extent necessary to perform the activities contemplated hereunder, is
duly registered, or otherwise qualified, under the securities laws of every
state and other jurisdiction in which it does busineSS. ADL will, at all times
when performing its functions and fulfilling its obligations as a broker-dealer
under this Agreement, be duly registered as a broker-dealer under the 1934 Act
and in each state or other jurisdiction in which MSC intends to perform its
functions and fulfills its obligations as a broker-dealer hereunder and in which
such registration is required, and be a member in good standing of the NASD.
(b) The Distributor warrants and represents that each of them
is a licensed insurance producer in all states and jurisdictions in which it
intends to do business as a general agent. The Distributor will, at all times
when performing its functions and its obligations as a general agent under this
Agreement, be duly licensed to sell the Products in each state or other
jurisdiction in which it performs its functions and fulfill its obligations as a
general agent hereunder.
SS.1.3 The Distributor shall at all times function as and be deemed to
be an independent contractor and will be under no obligation to effectuate any
particular number of sales of Products or to promote or make sales, except to
the extent the Distributor deems advisable. ADL shall carry out all compliance
and supervisory obligations in connection with its distribution of the Products,
to the extent the same are securities, as required by the NASD Rules of Fair
Practice ("NASD Rules") and by federal and any applicable state or foreign
securities laws. ADL will assume full responsibility for the oversight of
securities activities of any person associated with ADL, as defined in Section
3(a)(18) of the 1934 Act, and engaged directly or indirectly in the distribution
of the Products ("Associated Persons"), and shall have the authority to require
that disciplinary action be taken with respect to the Associated Persons.
SS.1.4 The Distributor is hereby authorized to enter into written
agreements ("Sales Agreements") (a) with general agents to solicit applications
for and service Products that are subject to insurance laws but not securities
laws ("Traditional Products") and (b) with broker-dealers and general agents
jointly to solicit applications for and service Products that are subject to
both securities and insurance laws ("Variable Products"). General agents and
broker-dealers which are parties to Sales Agreements are hereinafter referred to
as "General Agents" and "Broker-Dealers", respectively. A Broker-Dealer may also
be a General Agent. Sales
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Agreements may authorize a General Agent and Broker-Dealer to distribution the
Products on a wholesale or retail basis or both. All Sales Agreements shall be
in the form thereof approved in advance by MONY Life and MSC with such
nonmaterial changes thereto as the General Agent and, if applicable, the
Broker-Dealer may require. The Distributor shall not enter into any other form
of Sales Agreement or notify or amend any Sales Agreement in any material
respect without the prior written approval of MONY Life and/or MSC in each case.
All compensation arrangements with each General Agent and Broker-Dealer, shall
be set forth in the applicable Sales Agreement and shall be approved in advance
by MONY Life and/or MSC.
SS.1.5 The Sales Agreements shall require that each party thereto
which is a Third Party Broker Dealer shall assume full responsibility for
continued compliance by itself and its associated persons (as defined in Section
3(a)(18) of the ▇▇▇▇ ▇▇▇) with the NASD Rules and applicable federal and state
securities and insurance laws. Each Third Party Broker Dealer and its registered
representatives ("Registered Representatives") soliciting applications for the
Products shall be duly and appropriately licensed, registered and otherwise
qualified for the sale of the Products under the NASD Rules and federal and
state securities and insurance laws applicable to the offer and sale of the
Products. The Distributor shall have full responsibility for the supervision of
all Third Party Broker Dealers and shall assume, and indemnify and hold MONY
harmless from and against, all liability for the acts and omissions of any Third
Party Broker Dealer or its Registered Representatives.
SS.1.6 The Distributor shall take reasonable steps to ensure that no
Sales Representative shall recommend the purchase of a Product to any applicant
in the absence of reasonable grounds to believe that the purchase of the Product
is suitable for such applicant. While not limited to the following, a
determination of suitability shall be based on information furnished to the
Sales Representative after reasonable inquiry of such applicant (and any other
information known about the applicant) concerning the applicant's insurance and
investment objectives and financial situation and needs, including the
likelihood (depending upon the nature of the Product) that the applicant will
make sufficient payments or retain the Product for a sufficient period of time
to derive the benefits of the Product.
SS.1.7 The Distributor is authorized to recommend the appointment of
General Agents and Qualified Agents (as hereinafter defined) as agents of MONY
Life for the sale of particular Products. As used herein, a "Qualified Agent"
shall mean an insurance agent who is licensed in all states and other
jurisdictions in which such agent intends to sell Products and, if such agent
intends to sell Variable Products, is also a Registered Representative of a
Broker Dealer. A "Sales Representative" shall mean a Qualified Agent who has
been appointed as an agent of MONY Life. MONY Life will have the right to refuse
to appoint any General Agent or individual agent recommended by the Distributor
which MONY Life determines in its sole discretion to be unsatisfactory for
appointment and, following written notice to the Distributor, to terminate any
such appointment thereinafter.
SS.1.6 The Distributor shall not use, develop or distribute, nor
authorize any other person, including, without limitation, any Broker Dealer,
General Agent or Sales Representative,
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to use, develop or distribute, any promotional, sales, marketing and advertising
materials relating to the Products, including, without limitation,
advertisements, sales brochures, circulars, research reports, market letters,
form letters, seminar texts, proposals, illustrations, or other materials and
communications (collectively, "Sales Materials") without the advance written
approval of MONY Life and MSC. MONY Life and MSC will be responsible for filing
all Sales Materials provided to the Distributor, as necessary, with regulatory
authorities and obtaining any required approvals. The Distributor shall not
make, nor shall it authorize any other person including, without limitation, any
Broker Dealer, General Agent or Sales Representative, to make, any warranties or
representations with respect to the Products or communicate any information
regarding MONY Life, MSC or the Products which is not contained in Sales
Materials approved by MONY Life or MSC or included in any registration
statements with respect to such Product effective under the 1933 Act at the time
of such warranty, representation or communication.
SS.1.8 The Distributor shall not possess or exercise any authority on
behalf of MONY Life or MSC other than that expressly conferred by this
Agreement. In particular and without limiting the foregoing, the Distributor
shall not, nor shall it authorize any Broker Dealer, General Agent or Sales
Representative, to (i) modify or amend any Product in any respect or make, alter
or discharge any contract or policy or other contract entered into pursuant to
any such contract or policy; (ii) waive any contract or policy provision; (iii)
extend the time for payment of any premiums; (iv) receive any monies in payment
of premiums in respect of any contract or policy (except for the sole purpose of
forwarding the same to MONY Life); (v) make any representations concerning any
of the terms, rates, charges or provisions of any contract or policy except as
expressly authorized in writing by MONY Life or MSC, (vi) agree to any private
labeling of any Product or sell or distribute any Product under any name other
than MONY Life, (vii) enter into any reinsurance or coinsurance agreement or
undertaking, or (viii) issue, modify or amend any regulations or procedures
concerning the Products or the sale or distribution of the Products, without in
each case first obtaining the prior consent of MONY Life or MSC thereto.
SS.1.9 Anything in this Agreement to the contrary notwithstanding,
MONY Life and MSC shall retain the ultimate right of control over, and the
responsibility for, the issuance, servicing and marketing of the Products,
including the right to review and approve all advertising concerning the
Products, to suspend sales of the Products in any jurisdiction or jurisdictions,
to appoint and discharge its agents authorized to sell the Products, and to
refuse to sell a Product to any applicant for any reason whatsoever.
ARTICLE II
Recordkeeping Responsibility for the Products
SS.2.1 MONY and the Distributor shall each cause to be maintained and
preserved such accounts, books and other documents as are required of each of
them by the 1934 Act and 1940 Act and any other applicable laws and regulations.
In particular, without limiting the foregoing, the Distributor shall cause all
its books and records in connection with the offer and sale of the Variable
Products to be maintained and preserved in conformity with the requirements of
Rules
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17a-3 and 17a-4 under the 1934 Act and as may otherwise be required under the
NASD Rules and federal and applicable state securities laws, to the extent that
such requirements are applicable to the Products.
SS.2.2 MONY and the Distributor shall, from time to time during the
term of this Agreement, allocate among themselves, subject to a right of further
delegation, the administrative responsibility for maintaining and preserving the
books, records and accounts kept in connection with the Products; provided,
however, in the case of books, records and accounts kept pursuant to a
requirement of applicable law or regulation, the ultimate responsibility for
maintaining and preserving such books, records and accounts shall be that of the
party which is required to maintain or preserve such books, records and accounts
under the applicable law or regulation, and such books, records and accounts
shall be maintained and preserved under the supervision of that party. MONY and
the Distributor shall each furnish each other with such reports as each may
reasonably request for the purpose of meeting its respective reporting and
recordkeeping requirements under such regulations and laws and under the
insurance laws of the State of New York and any other applicable states or
jurisdictions.
ARTICLE III
Sale Procedures
SS.3.1 MONY warrants and represents that all Products which must be
registered under the 1933 Act have been so registered, that the Products are
qualified to be sold under the insurance laws and, where applicable, the
securities laws of all states and other jurisdictions in which MONY authorizes
the sale of the Products.
SS.3.2 All money payable in connection with the Products, whether as
premiums, purchase payments or otherwise, and whether paid by, or on behalf of
any applicant or Product owner, is the property of MONY Life and shall be
promptly transmitted to MONY Life in accordance with such administrative
procedures as MONY Life may from time to time adopt without any deduction or
offset for any reason, including by example but not limitation, any deduction or
offset for compensation claimed by the Distributor or payable to the Broker
Dealers or General Agents, without the prior written consent of MONY Life.
SS.3.3 Subject to SS.4.2 below, MONY shall provide to the Distributor
copies of such prospectuses, statements of additional information, financial
statements sales materials and other documents in such numbers as the
Distributor shall reasonably request for use in connection with the solicitation
of applications for the Variable Products.
SS.3.4 Unless otherwise agreed in writing by MONY Life, neither the
Distributor, the Broker Dealers, the General Agents nor the Sales
Representatives shall have any interest in any premiums, surrender charges,
deductions or other fees payable to MONY Life.
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ARTICLE IV
Compensation
SS.4.1 MONY shall pay to the Distributor, as compensation for all
services to be provided hereunder, the amounts with respect such Products
provided in the schedules set forth in Exhibit A attached hereto and made a part
hereof, as the same may be modified and amended from time to time by MONY in its
sole discretion on not less than ten (10) days prior written notice. In no event
shall any compensation due and payable hereunder be in excess of any limitations
on compensation imposed by Section 4228 of the New York Insurance Law or any
other applicable law or regulation.
SS.4.2 The compensation provided in Section 4.1 above shall constitute
compensation in full for all services to be performed by the Distributor
hereunder. No compensation or reimbursement of any kind shall be due and payable
to the Distributor pursuant to this Agreement except as expressly set forth in
Exhibit A, as the same may be amended from time to time as above provided.
Except as provided in such policies and procedures as MONY may issue from time
to time, no compensation or reimbursement of any kind otherwise due and payable
hereunder in respect of any contract or policy shall be due and payable unless
and until all premiums then due and payable to MONY Life pursuant to such
contract or policy have been received and accepted by MONY Life. No compensation
will be due and payable hereunder in respect of any application rejected by MONY
Life or any contract or policy for which the free look right has been exercised,
except as otherwise provided to the contrary in Exhibit A attached hereto, and
the Distributor shall promptly reimburse MONY Life for the amount of any
compensation previously paid to the Distributor in connection therewith.
SS.4.3 No General Agent, Broker-Dealer, Sales Representative or person
other than the Distributor shall have any interest in this Agreement or any
right to any compensation or other sums dues and payable hereunder. The
Distributor shall be solely responsible for the payment of all commissions and
other consideration of any kind to the General Agents, Broker-Dealers, Sales
Representatives and other persons soliciting applications for and/or servicing
the Products by reason of the authorization granted the Distributor hereunder.
SS.4.4 Each party shall have the right to conduct an audit of the
books, records and accounts of the other party upon giving reasonable notice of
its intent to conduct such an audit. In the event of such audit, each party
shall give the other party reasonable cooperation and access to all books,
records and accounts necessary to the audit.
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ARTICLE V
Complaints and Regulatory Proceedings
SS.5.1 MONY and the Distributor will cooperate fully in any insurance
or securities regulatory investigation, proceeding or judicial proceeding
arising in connection with the offering, sale or distribution of the Products
pursuant hereto.
SS.5.2 Without limiting the generality of Section 5.1, MONY and the
Distributor agree that:
(a) Each will promptly notify the other of any customer
complaint or notice of any regulatory investigation or proceeding or judicial
proceeding received by either of them or any agent or representative thereof
which may affect MONY, the Distributor and/or the solicitation and/or servicing
of the Products.
(b) Each will promptly notify the other of any customer
complaint or notice of any regulatory investigation or proceeding received by it
or any of its affiliates with respect to any Product or the sale thereof.
(c) In the case of a substantive customer complaint, MONY and
the Distributor will cooperate in investigating such complaint and any response
to such complaint which either of them has prepared will be sent to the other
for approval not less than five (5) business days prior to its transmittal to
the customer or regulatory authority, except that if a more prompt response is
required, the proposed response shall be communicated by telephone or facsimile
transmission.
ARTICLE VI
Indemnification
SS.6.1 (a) MONY agrees to indemnify and hold harmless the Distributor
and its officers, directors, employees, agents and representatives against any
losses, claims, damages or liabilities, joint or several, to which the
Distributor or its affiliates or such officer or director may become subject,
under the 1933 Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact, required to be
stated therein or necessary to make the statements therein not misleading,
contained in
(i) any registration statement relating the Products or any
interests offered under the Products, or any amendment thereof,
(ii) any document executed by MONY specifically for the
purpose of qualifying the Products for sale under the securities laws of any
jurisdiction, or
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(iii) any Sales Materials approved by MONY Life or MSC for use
and/or distribution by the Distributor,
(b) MONY will reimburse the Distributor and each such officer,
director, employee, agent and/or representative for any legal or other expenses
reasonably incurred by the Distributor or such officer, director, employee,
agent and/or representative in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that MONY will
not be liable in any such case to the extent that such loss, claim, damage or
liability arises out of, or is based upon, an untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with information (including, without limitation, negative responses
to inquiries) furnished to MONY by or on behalf of the Distributor specifically
for use in the preparation of any such registration statement, qualification
document, amendment or Sales Materials.
(c) MONY will reimburse the Distributor and any director,
officer, employee, agent, representative or controlling person thereof for any
legal or other expenses reasonably incurred by the Distributor or any director,
officer, employee, agent and/or representative or controlling person thereof in
connection with investigating or defending any such loss, claim, damage,
liability or action.
(d) The foregoing indemnifications will be in addition to any
liability which MONY may otherwise have.
SS.6.2 (a) The Distributor agrees to indemnify and hold harmless MONY
Life and MSC and their respective directors, officers, employees, agents,
representatives from and against any claims, damages or liabilities to which
MONY Life, MSC and any such director, officer, employee, agent or representative
may become subject, under the 1933 Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon:
(i) Any untrue statement or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading, contained
in (1) any registration statement relating to a Product or any interest offered
under the Product or any amendment thereof, or (2) any qualification document
relating to the Product or interest offered under the Product or any amendment
thereof, in each case to the extent, or (3) any Sales Materials approved for use
and or distribution by MONY, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with information (including without limitation, negative
responses to inquiries) furnished to MONY by the Distributor specifically for
use in the preparation of such registration statement, qualification document or
amendment, Sales Materials; or
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(ii) Any unauthorized use of Sales Materials or any verbal or
written misrepresentations or any unlawful sales practices concerning the
Products by the Distributor or otherwise attributable to a failure by the
Distributor to discharge properly its responsibilities under this Agreement; and
(iii) Claims by General Agents, Broker-Dealers, Sales
Representatives and other persons for the payment of commissions, service fees,
expense allowances or other compensation or sums for soliciting applications for
and/or servicing the Products arising by reason of authorization granted the
Distributor hereunder.
(b) The Distributor will reimburse MONY Life, MSC and any
director, officer, employee, agent, representative thereof for any legal or
other expenses reasonably incurred by MONY Life, MSC or such director, officer,
employee, agent and/or representative in connection with investigating or
defending any such loss, claim, damage, liability or action.
(c) The foregoing indemnifications will be in addition to any
liability which the Distributor may otherwise have.
SS.6.3 Promptly after receipt by a party entitled to indemnification
("Indemnified Party") under this Article VI of notice of the commencement of any
action, if a claim in respect thereof is to be made against any person obligated
to provide indemnification under this Article VI ("Indemnifying Party"), such
Indemnified Party will notify the Indemnifying Party in writing of the
commencement thereof, but the omission to so notify the Indemnifying Party will
not relieve it from any liability under this Article VI, except to the extent
that the omission results in a failure of actual notice to the Indemnifying
Party and such Indemnifying Party is damaged solely as a result of the failure
to give such notice. In case any such action is brought against any Indemnified
Party, and it notifies the Indemnifying Party of the commencement thereof, the
Indemnifying Party will be entitled to participate therein, and, to the extent
that it may wish to assume the defense thereof, with separate counsel
satisfactory to the Indemnified Party. Such participation shall not relieve such
Indemnifying Party of the obligation to reimburse the Indemnified Party for
reasonable legal and other expenses incurred by such Indemnified Party in
defending itself, except for such expenses incurred after the Indemnifying Party
has deposited funds sufficient to effect the settlement, with prejudice, of the
claim in respect of which indemnity is sought. Any such Indemnifying Party shall
not be liable to any such Indemnified Party on account of any settlement of any
claim or action effected without the consent of such Indemnifying Party.
SS.6.4 The indemnity agreements contained in this Article VI shall
remain operative and in full force and effect, regardless of:
(a) any investigation made by or on behalf of the Distributor
or any officer or director thereof or by or on behalf of MONY Life or MSC or any
officer or director thereof;
(b) delivery of any Products and payments therefor; and
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(c) the termination of this Agreement.
ARTICLE VII
Term of Agreement
SS.7.1 This Agreement shall become effective as of the date first
above written and shall continue in full force and effect from year to year
thereafter, until terminated as herein provided. In the event that Distributor
becomes a principal underwriter of MONY Life variable products, MSC shall cease
to be a party to this Agreement.
SS.7.2 This Agreement may be terminated by any party hereto on
default or, absent default, on not less than sixty (60) days' prior written
notice to the other parties or by an agreement in writing signed by all of the
parties hereto, specifying the effective date of termination, provided that any
electronic data processing services provided pursuant to this Agreement shall
not be terminated by either party until one hundred and eighty (180) days or
more advance written notice of termination. Subject to the terms (including any
limitations and restrictions) of any applicable software licensing agreement
then in effect between Distributor and any licensor, Distributor shall, upon
termination of this Agreement, grant to MONY Life a perpetual license, without
payment of any fee, in any electronic data processing software developed or used
by Distributor in connection with the services provided to Distributor
hereunder, if such software is not commercially available and is necessary, in
MONY Life's reasonable judgment, for MONY Life to perform subsequent to
termination the functions provided by Distributor hereunder.
SS.7.3 Upon termination of this Agreement, all authorizations, rights,
and obligations shall cease except as expressly provided to the contrary herein
and except for the obligations of the parties to settle accounts hereunder,
including the settlement of monies due in connection with Products in effect at
the time of termination or issued pursuant to applications received by MONY Life
prior to termination, and the agreements contained in Articles V and VI.
ARTICLE VIII
Audit Rights
SS.8.1 MONY Life, Distributor and any governmental agency having
jurisdiction over either or both of the companies, at the companies' expense,
shall each have the right to conduct an audit of the other's books, records and
accounts with respect to services provided hereunder, giving reasonable notice
of its intent to conduct such an audit. In the event of such an audit, each
shall give to the other reasonable cooperation and access to all books, records
and accounts necessary to the audit.
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SS.8.2 MONY Life and Distributor shall be and remain sole owner of
their respective records, including but not limited to business and corporate
records, regardless of the use or possession by either of the other's records.
MONY Life and Distributor shall each individually maintain separate books,
accounts and records in respect to the services provided under this Agreement
and shall cooperate and use reasonable efforts to prepare and/or obtain in a
timely fashion and all books, accounts, records or other documentation as may be
necessary or desirable in connection with this Agreement and/or the services
provided hereunder. All records shall be maintained in accordance with
applicable law and regulation, including but not limited to, New York Insurance
Department Regulation No. 152.
SS.8.3 The books, accounts and records of MONY Life and Distributor as
to all transactions between them 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. The companies shall keep
such books, records and accounts insofar as they pertain to the computation of
charges hereunder available for audit, inspection and copying by the companies
and persons authorized by it or any governmental agency having jurisdiction over
either or both of the companies during all reasonable business hours.
ARTICLE IX
Miscellaneous
SS.9.1 None of the parties hereto shall be liable to the other for any
action taken or omitted by it, or any of its officers, agents or employees, in
performing their respective responsibilities under this Agreement in good faith
and without negligence, willful misfeasance or reckless disregard of such
responsibilities.
SS.9.2 All notices under this Agreement shall be given in writing and
addressed to the party in question at 1290 Avenue if the ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇, or to such other address as such party may hereafter specify in
writing. Each such notice shall be either hand delivered or transmitted by
certified United States mail, return receipt requested, and shall be effective
upon delivery.
SS.9.4 If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
SS.9.5 This Agreement constitutes the entire agreement between the
parties hereto and may be amended only in a written instrument executed by all
parties hereto.
SS.9.6 This Agreement shall be subject to the provisions of the 1934
Act and, to the extent applicable, the 1940 Act and the rules, regulations and
rulings thereunder and of the
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NASD, from time to time in effect, including such exemptions from the 1940 Act
as the SEC may grant, and the terms hereof shall be interpreted and construed in
accordance therewith.
SS.9.7 Should an irreconcilable difference of opinion between MONY
Life and Distributor arise with respect 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 the parties.
Such arbitration shall be by three arbitrators in accordance with the rules of
the American Arbitration Association, such arbitrators shall have extensive
experience in the insurance industry, 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 arbitrators and any other expenses
of the arbitration shall be shared equally by the parties.
SS.9.8 This Agreement shall be interpreted in accordance with the laws
of the State of New York.
SS.9.9 This Agreement may be executed in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their respective officials thereunto duly authorized,
as of the date first above set forth.
MONY LIFE INSURANCE COMPANY AXA DISTRIBUTORS, LLC
AXA DISTRIBUTORS INSURANCE AGENCY
By: OF ALABAMA, LLC
---------------------------- AXA DISTRIBUTORS INSURANCE
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ AGENCY, LLC.
Vice Chairman and AXA DISTRIBUTORS INSURANCE AGENCY
Chief Financial Officer OF MASSACHUSETTS, LLC.
AXA DISTRIBUTORS INSURANCE AGENCY
OF TEXAS, INC.
MONY SECURITIES CORPORATION
By:
By: -----------------------------
---------------------------- ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇ Senior Vice President
President
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EXHIBIT A
Compensation for Sales and Servicing of MONY Life Insurance Products
This Exhibit A is attached to and made part of the Wholesale Distribution
Agreement dated April 1, 2005 by and between MONY Life Insurance Company and AXA
Distributors, LLC.
Compensation to Distributor in connection with the sale and servicing of the
MONY Life insurance products listed below will be calculated on a policy by
policy basis. Compensation paid hereunder will be allocated to commissions and
expense allowances as the parties may from time to time agree consistent with
the provisions of Section 4228 of the New York State Insurance Law. Total
compensation to Distributor in respect of the sale and servicing of each product
will be a percentage of the premiums received by MONY Life in respect of such
product as more particularly set forth in the following table:
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Product First Year First Year Renewal Renewal Renewal Asset
Premiums Premiums Premiums Premiums Premiums Based
Scheduled or over Year 2 Year 3 Years Compensation
up to Target Target 4-10
-------------------------------------------------------------------------------------------------------------
10 Year Level Term Life 99.0% N/A 8.5% 2.5% 2.5% 0.0%
-------------------------------------------------------------------------------------------------------------
15 Year Level Term Life 99.0% N/A 18.5% 2.5% 2.5% 0.0%
-------------------------------------------------------------------------------------------------------------
20 Year Level Term Life 99.0% N/A 18.5% 2.5% 2.5% 0.0%
-------------------------------------------------------------------------------------------------------------
30 Year Level Term Life 99.0% N/A 18.5% 2.5% 2.5% 0.0%
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Interest Sensitive Whole 99.0% 3.5% 15.0% 15.0% 3.5% 0.0%
Life
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Variable Universal Life 99.0% 4.0% 15.0% 15.0% 3.5% 0.0%
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Group UL (MCB 1 &3) 99.0% 4.0% 4.0% 4.0% 4.0% 0.0%
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Private Placement Single 0.0% 0.0% 0.0% 0.0% 0.0% 0.30%
Premium VUL
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