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(d)(3)
MASTER INVESTMENT ADVISORY AGREEMENT
Agreement, made as of the 15th day of December, 1996 between MainStay VP
Series Fund, Inc., a Maryland corporation (the "Company"), and New York Life
Insurance Company (the "Adviser").
WHEREAS, the Company is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the shares of common stock of the Company (the "Shares") are
divided into separate series (the "Funds"), each of which is established
pursuant to a written instrument executed by the Directors of the Company, and
the Directors may from time to time terminate such series or establish and
terminate additional Funds; and
WHEREAS, the Company desires to retain the Adviser to render investment
advisory services to the Company with regard to such Funds as shall be
designated in supplements to this Agreement, and the Adviser is willing to
render such services;
NOW, THEREFORE, the parties agree as follows:
1. Appointment. The Company hereby appoints the Adviser to act as
investment adviser to such Funds as shall be designated in supplements to the
Agreement for the period and on the terms set forth in the Agreement. The
Adviser accepts such appointment and agrees to render the services herein
described, for the compensation herein provided.
2. Investment Advisory Services. Subject to the supervision of the
Directors of the Company, the Adviser shall manage the investment operations of
each Fund and the composition of the portfolio of each Fund, including the
purchase, retention and disposition thereof, in accordance with the investment
objectives, policies and restrictions specified in the currently effective
prospectus and statement of additional information (the "Prospectus") and
subject to the following understandings:
(a) The Adviser shall provide supervision of each Fund's investments and
determine from time to time what investments or
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securities will be purchased, retained, sold or lent by each Fund, and what
portion of each Fund's assets will be invested or held uninvested as cash.
(b) The Adviser shall use its best judgment in the performance of its
duties under this Agreement.
(c) The Adviser, in the performance of its duties and obligations under
this Agreement, shall act in conformity with the Articles of Incorporation,
By-Laws and Prospectus of the Company and with the instructions and directions
of the Directors of the Company and will conform to and comply with the
requirements of the 1940 Act and all other applicable Federal and state laws
and regulations.
(d) The Adviser shall determine the securities to be purchased or sold by
each Fund and will place orders pursuant to its determinations with or through
such persons, brokers or dealers (including NYLIFE Securities Inc.) in
conformity with the policy with respect to brokerage as set forth in a Fund's
Prospectus or as the Directors may direct from time to time. It is recognized
that, in providing each Fund with investment supervision of the placing of
orders for portfolio transactions, the Adviser will give primary consideration
to securing the most favorable price and efficient execution. Consistent with
this policy, the Adviser may consider the financial responsibility, research
and investment information and other services provided by brokers or dealers
who may effect or be a party to any such transaction or other transactions to
which other clients of the Adviser may be a party. It is understood that
neither the Company nor the Adviser has adopted a formula for allocation of the
Company's investment transaction business. It is also understood that it is
desirable for the Company that the Adviser have access to supplemental
investment and market research and security and economic analyses provided by
certain brokers who may execute brokerage transactions at a higher cost to the
Company than may result when allocating brokerage to other brokers on the basis
of seeking the most favorable price and efficient execution. Therefore, the
Adviser is authorized to place orders for the purchase and sale of securities
for each Fund with such brokers, subject to review by the Company's Directors
from time to time with respect to the extent and continuation of this practice.
It is understood that the services provided by such brokers may be useful to
the Adviser in connection with its services to other clients.
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On occasions when the Adviser deems the purchase or sale of a security to
be in the best interest of the Funds as well as other clients, the Adviser, to
the extent permitted by applicable laws and regulations, may, but shall be
under no obligation to, aggregate the securities to be so sold or purchased in
order to obtain the most favorable price or lower brokerage commissions and
efficient execution. In such event, allocation of the securities so purchased
or sold, as well as expenses incurred in the transaction, will be made by the
Adviser in the manner it considers to be the most equitable and consistent with
its fiduciary obligations to the Funds and to such other clients.
(e) The Adviser shall maintain all books and records with respect to the
Funds' securities transactions required by the provisions or rules or
regulations of the Securities and Exchange Commission (the "SEC") under Section
31(a) of the 1940 Act and shall render to the Company's Directors such periodic
and special reports as the Directors may reasonably request.
(f) The Adviser shall provide the Funds' Custodian on each business day
with information relating to the execution of all portfolio transactions
pursuant to standing instructions.
3. Authorization to Serve in Dual Capacities. The Adviser shall
authorize and permit any of its directors, officers and employees who may be
elected or appointed as Directors or officers of the Company to serve in the
capacities in which they are elected or appointed. Services to be furnished by
the Adviser under this Agreement may be furnished through the medium of any of
such directors, officers, or employees.
4. Ownership of Records. The Adviser shall keep the Funds' books and
records required to be maintained by it pursuant to paragraph 2 hereof. The
Adviser agrees that all records which it maintains for the Funds are the
property of the Funds, and it will surrender promptly to the Funds any of such
records upon the Funds' request; provided that the Adviser may at its own
expense make and retain copies of such records. The Adviser further agrees to
preserve for the periods prescribed by Rule 31a-2 as promulgated by the SEC
under the 1940 Act any such records as are required to be maintained by the
Adviser pursuant to paragraph 2 hereof.
5. Fees. In consideration of the services to be rendered by
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the Adviser pursuant to this Agreement, each Fund shall pay the Adviser a
monthly fee based on the average daily value (as determined on each business
day at the time set forth in the Prospectus of the Fund for determining net
asset value per share) of the net assets of the Fund during the preceding month
at the annual rates set forth in a supplement to this Agreement with respect to
each Fund. If the fees payable to the Adviser pursuant to this paragraph 5
begin to accrue before the end of any month or if this Agreement terminates
before the end of any month, the fees for the period from that date to the end
of that month or from the beginning of that month to the date of termination,
as the case may be, shall be prorated according to the proportion which the
period bears to the full month in which the effectiveness or termination
occurs. For purposes of calculating the monthly fees, the value of the net
assets of a Fund shall be computed in the manner specified in the Fund's
Prospectus for the computation of net asset value. For purposes of this
Agreement, a "business day" is any day on which the New York Stock Exchange is
open for trading with the exception of Christmas Eve and the Friday after
Thanksgiving.
6. Expenses. During the term of this Agreement the Adviser will pay (i)
the salaries and expenses of all its personnel, and (ii) all expenses incurred
by it in managing the investment operations of each Fund other than those
assumed by the Administrator of the Company or the Company pursuant to the
Administration Agreement between the Company and the Administrator or by the
Administrator or other third party under a separate agreement or arrangement.
7. Liability. The Adviser shall not be liable for any error of judgment
or for any loss suffered by the Funds in connection with the matters to which
this Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement.
8. Duration and Termination. This Agreement shall continue in effect
with respect to each Fund for a period of one year from the date hereof and
from year to year thereafter, but only so long as such continuance is
specifically approved at least annually with respect to each Fund in conformity
with the requirements of the 1940 Act and the Rules thereunder; provided,
however, that this Agreement may be terminated with respect to a Fund at any
time, without the payment of any penalty, by vote of a majority of the
Directors of the Company or by vote of a majority of the
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outstanding voting securities (as defined in the 0000 Xxx) of such Fund, or by
the Adviser at any time, without the payment of any penalty, upon sixty (60)
days written notice to the other party. This Agreement shall terminate
automatically in the event of its assignment (as defined in the 1940 Act).
9. Services to Other Clients. Nothing in this Agreement shall limit or
restrict the right of any of the Adviser's directors, officers, or employees
who may also be a Director, officer or employee of the Company to engage in any
other business or to devote his time and attention in part to the management or
other aspects of any business, whether of a similar or a dissimilar nature, nor
limit or restrict the Adviser's right to engage in any other business or to
render services of any kind to any other corporation, trust, firm, individual
or association.
10. Use of Name. It is understood that the name "MainStay" or any
derivative thereof or logo associated with that name is the valuable property
of New York Life Insurance Company and its affiliates, and that the Company has
the right to use such name or derivative or logo only with the approval of New
York Life Insurance Company. Upon notification by New York Life Insurance
Company to cease to use such name, the Company (to the extent that it lawfully
can) will cease to use such name or any other name indicating that the Company
is advised by or otherwise connected with New York Life Insurance Company or
any organization which shall have succeeded to its business.
11. Miscellaneous. (a) Nothing herein shall be construed as constituting
the Adviser as an agent of the Company.
(b) This Agreement may be amended by mutual consent, but the
consent of each Fund, if required, must be obtained in conformity with the
requirements of the 1940 Act and the rules thereunder.
(c) Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Adviser at 00 Xxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Executive Vice President; or (2) to the
Company at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: President.
(d) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
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(e) 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 and, to this extent, the provisions of
this Agreement shall be deemed to be severable.
(f) The captions in the Agreement are included for convenience
of reference only and in no way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their officers designated below as of the day and year first
above written.
MainStay VP Series Fund, Inc.
By: /s/ XXXX X. XXXXXXX
-------------------------
Name: Xxxx X. Xxxxxxx
Title: President
New York Life Insurance Company
BY: [SIG]
--------------------------
Name:
Title:
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MAINSTAY VP SERIES FUND, INC.
INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
AMERICAN CENTURY INCOME & GROWTH PORTFOLIO
AGREEMENT made as of the 1st day of April 1998, by and between MainStay VP
Series Fund, Inc. (the "Company") and New York Life Insurance Company
(the "Adviser").
WHEREAS, the Company is an open-end management investment company,
organized as a Maryland corporation, and consists of such separate investment
series as have been or may be established and designated by the Directors of
the Company from time to time;
WHEREAS, a separate class of shares of the Company is offered to investors
with respect to each investment series;
WHEREAS, the Company has adopted a Master Investment Advisory Agreement
("Master Agreement") dated December 15, 1996, pursuant to which the Company has
appointed the Adviser to provide the investment advisory services specified in
that Master Agreement; and
WHEREAS, American Century Income & Growth Portfolio (the "Fund") is a
separate investment series of the Company.
NOW, THEREFORE, the Directors of the Company hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Company hereby adopts the
Master Agreement with respect to the Fund, and the Adviser hereby acknowledges
that the Master Agreement shall pertain to the Fund, the terms and conditions of
such Master Agreement being hereby incorporated herein by reference.
2. The term "Fund" as used in the Agreement shall, for purposes of this
Supplement, pertain to the Fund.
3. As provided in the Master Agreement and subject to further conditions
as set forth therein, the Fund shall pay the
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Adviser a monthly fee based upon the average daily value (as determined on
each business day at the time set forth in the Prospectus for determining net
asset value per share) of the net assets of the Fund during the preceding month
at the annual rate of 0.50% of the Fund's average daily net assets.
4. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to the Fund on May 1, 1998. This Supplement
shall supercede the termination provision of the Master Agreement and shall
continue in effect with respect to the Fund until December 15, 1999, and from
year to year thereafter, but only so long as such continuance is specifically
approved at least annually in conformity with the requirements of the Investment
Company Act of 1940 (the "1940 Act") and the rules thereunder. This Agreement
may be terminated with respect to the Fund at any time, without payment of any
penalty, by vote of a majority of the outstanding voting securities of the Fund
(as defined in the 0000 Xxx) or by vote of a majority of the Company's Board of
Directors, or by the Adviser at any time, without the payment of any penalty,
on not more than sixty (60) days' nor less than thirty (30) days' written
notice to the other party. This Agreement shall terminate automatically in the
event of its assignment (as defined in the 1940 Act).
MAINSTAY VP SERIES FUND, INC., on
behalf of AMERICAN CENTURY INCOME
& GROWTH PORTFOLIO
By:
-----------------------------
Name:
Title:
NEW YORK LIFE INSURANCE COMPANY
By:
----------------------------
Name:
Title:
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MAINSTAY VP SERIES FUND, INC.
INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
DREYFUS LARGE COMPANY VALUE PORTFOLIO
AGREEMENT made as of the 1st day of April 1998, by and between MainStay VP
Series Fund, Inc. (the "Company") and New York Life Insurance Company (the
"Adviser").
WHEREAS, the Company is an open-end management investment company,
organized as a Maryland corporation, and consists of such separate investment
series as have been or may be established and designated by the Directors of
the Company from time to time;
WHEREAS, a separate class of shares of the Company is offered to
investors with respect to each investment series;
WHEREAS, the Company has adopted a Master Investment Advisory Agreement
("Master Agreement") dated December 15, 1996, pursuant to which the Company has
appointed the Adviser to provide the investment advisory services specified in
that Master Agreement; and
WHEREAS, Dreyfus Large Company Value Portfolio (the "Fund") is a separate
investment series of the Company.
NOW, THEREFORE, the Directors of the Company hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Company hereby adopts the
Master Agreement with respect to the Fund, and the Adviser hereby acknowledges
that the Master Agreement shall pertain to the Fund, the terms and conditions
of such Master Agreement being hereby incorporated herein by reference.
2. The term "Fund" as used in the Agreement shall, for purposes of this
Supplement, pertain to the Fund.
3. As provided in the Master Agreement and subject to further conditions
as set forth therein, the Fund shall pay the
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Adviser a monthly fee based upon the average daily value (as determined on each
business day at the time set forth in the Prospectus for determining net asset
value per share) of the net assets of the Fund during the preceding month at
the annual rate of 0.60% of the Fund's average daily net assets.
4. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to the Fund on May 1, 1998. This Supplement
shall supercede the termination provision of the Master Agreement and shall
continue in effect with respect to the Fund until December 15, 1999, and from
year to year thereafter, but only so long as such continuance is specifically
approved at least annually in conformity with the requirements of the
Investment Company Act of 1940 (the "1940 Act") and the rules thereunder.
This Agreement may be terminated with respect to the Fund at any time, without
payment of any penalty, by vote of a majority of the outstanding voting
securities of the Fund (as defined in the 0000 Xxx) or by vote of a majority
of the Company's Board of Directors, or by the Adviser at any time, without the
payment of any penalty, on not more than sixty (60) days' nor less than thirty (
(30) days' written notice to the other party. This Agreement shall terminate
automatically in the event of its assignment (as defined in the 1940 Act).
MAINSTAY VP SERIES FUND, INC., on
behalf of DREYFUS LARGE COMPANY
VALUE PORTFOLIO
By:
----------------------------
Name:
Title:
NEW YORK LIFE INSURANCE COMPANY
By:
-----------------------------
Name:
Title:
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MAINSTAY VP SERIES FUND, INC.
INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
EAGLE ASSET MANAGEMENT GROWTH EQUITY PORTFOLIO
AGREEMENT made as of the 1st day of April 1998, by and between MainStay VP
Series Fund, Inc. (the "Company") and New York Life Insurance Company (the
"Adviser").
WHEREAS, the Company is an open-end management investment company,
organized as a Maryland corporation, and consists of such separate investment
series as have been or may be established and designated by the Directors of
the Company from time to time;
WHEREAS, a separate class of shares of the Company is offered to investors
with respect to each investment series;
WHEREAS, the Company has adopted a Master Investment Advisory Agreement
("Master Agreement") dated December 15, 1996, pursuant to which the Company has
appointed the Adviser to provide the investment advisory services specified in
that Master Agreement; and
WHEREAS, Eagle Asset Management Growth Equity Portfolio (the "Fund") is a
separate investment series of the Company.
NOW, THEREFORE, the Directors of the Company hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Company hereby adopts
the Master Agreement with respect to the Fund, and the Adviser hereby
acknowledges that the Master Agreement shall pertain to the Fund, the terms and
conditions of such Master Agreement being hereby incorporated herein by
reference.
2. The term "Fund" as used in the Agreement shall, for purposes of this
Supplement, pertain to the Fund.
3. As provided in the Master Agreement and subject to further conditions
as set forth therein, the Fund shall pay the
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Adviser a monthly fee based upon the average daily value (as determined on each
business day at the time set forth in the Prospectus for determining net asset
value per share) of the net assets of the Fund during the preceding month at
the annual rate of 0.50% of the Fund's average daily net assets.
4. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to the Fund on May 1, 1998. This Supplement
shall supercede the termination provision of the Master Agreement and shall
continue in effect with respect to the Fund until December 15, 1999, and from
year to year thereafter, but only so long as such continuance is specifically
approved at least annually in conformity with the requirements of the
Investment Company Act of 1940 (the "1940 Act") and the rules thereunder. This
Agreement may be terminated with respect to the Fund at any time, without
payment of any penalty, by vote of a majority of the outstanding voting
securities of the Fund (as defined in the 0000 Xxx) or by vote of a majority of
the Company's Board of Directors, or by the Adviser at any time, without the
payment of any penalty, on not more than sixty (60) days' nor less than thirty
(30) days' written notice to the other party. This Agreement shall terminate
automatically in the event of its assignment (as defined in the 1940 Act).
MAINSTAY VP SERIES FUND, INC., on
behalf of EAGLE ASSET MANAGEMENT GROWTH
EQUITY PORTFOLIO
By:
-----------------------------------
Name:
Title:
NEW YORK LIFE INSURANCE COMPANY
By: -----------------------------------
Name:
Title:
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MAINSTAY VP SERIES FUND, INC.
INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
LORD XXXXXX DEVELOPING GROWTH PORTFOLIO
AGREEMENT made as of the 1st day of April 1998, by and between MainStay VP
Series Fund, Inc. (the "Company") and New York Life Insurance Company (the
"Adviser").
WHEREAS, the Company is an open-end management investment company,
organized as a Maryland corporation, and consists of such separate investment
series as have been or may be established and designated by the Directors of
the Company from time to time;
WHEREAS, a separate class of shares of the Company is offered to investors
with respect to each investment series;
WHEREAS, the Company has adopted a Master Investment Advisory Agreement
("Master Agreement") dated December 15, 1996, pursuant to which the Company has
appointed the Adviser to provide the investment advisory services specified in
that Master Agreement; and
WHEREAS, Lord Xxxxxx Developing Growth Portfolio (the "Fund") is a separate
investment series of the Company.
NOW, THEREFORE, the Directors of the Company hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Company hereby adopts
the Master Agreement with respect to the Fund, and the Adviser hereby
acknowledges that the Master Agreement shall pertain to the Fund, the terms and
conditions of such Master Agreement being hereby incorporated herein by
reference.
2. The term "Fund" as used in the Agreement shall, for purposes of this
Supplement, pertain to the Fund.
3. As provided in the Master Agreement and subject to further conditions
as set forth therein, the Fund shall pay the
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Adviser a monthly fee based upon the average daily value (as determined on each
business day at the time set forth in the Prospectus for determining net asset
value per share) of the net assets of the Fund during the preceding month at
the annual rate of 0.60% of the Fund's average daily net assets.
4. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to the Fund on May 1, 1998. This Supplement
shall supercede the termination provision of the Master Agreement and shall
continue in effect with respect to the Fund until December 15, 1999, and from
year to year thereafter, but only so long as such continuance is specifically
approved at least annually in conformity with the requirements of the
Investment Company Act of 1940 (the "1940 Act") and the rules thereunder. This
Agreement may be terminated with respect to the Fund at any time, without
payment of any penalty, by vote of a majority of the outstanding voting
securities of the Fund (as defined in the 0000 Xxx) or by vote of a majority of
the Company's Board of Directors, or by the Adviser at any time, without the
payment of any penalty, on not more than sixty (60) days' nor less than thirty
(30) days' written notice to the other party. This Agreement shall terminate
automatically in the event of its assignment (as defined in the 1940 Act).
MAINSTAY VP SERIES FUND, INC., on
behalf of LORD XXXXXX DEVELOPING GROWTH
PORTFOLIO
By:
-----------------------------------
Name:
Title:
NEW YORK LIFE INSURANCE COMPANY
By: -----------------------------------
Name:
Title:
