EXHIBIT (d)(10)
SUB-ADVISORY AGREEMENT
AGREEMENT, made this 13th day of February, 2001, by and among New York
Life Investment Management LLC, a Delaware limited liability company (the
"Investment Adviser"), and MacKay Xxxxxxx LLC, a Delaware limited liability
company (the "Sub-Adviser").
WHEREAS, the Investment Adviser has entered into a Master Investment
Advisory Agreement, dated December 15, 1996 (the "Advisory Agreement") with
MainStay VP Series Fund, Inc. (the "Fund"), an open-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), on behalf of certain of its series (each, a "Portfolio," and
collectively, the "Portfolios") as set forth in Schedule A, as amended from time
to time;
WHEREAS, under the Advisory Agreement, the Investment Adviser has agreed
to provide certain investment advisory and related administrative services to
each Portfolio,
WHEREAS, the Advisory Agreement permits the Investment Adviser to delegate
certain of its investment advisory duties under the Advisory Agreement to a
sub-adviser; and
WHEREAS, the Investment Adviser desires to retain the Sub-Adviser to
furnish certain investment advisory services with respect to each Portfolio and
the Sub-Adviser is willing to furnish such services;
NOW, THEREFORE, the parties agree as follows:
II. Appointment. The Investment Adviser hereby appoints the Sub-Adviser as an
investment subadviser with respect to each Portfolio for the period and on the
terms set forth in this Agreement. The Sub-Adviser accepts that appointment and
agrees to render the services herein set forth, for the compensation herein
provided.
III. Duties as Sub-Adviser. Subject to the supervision of the Board of Directors
of the Fund and the Investment Adviser, the Sub-Adviser shall manage the
investment operations of each Portfolio and the composition of the portfolio of
each Portfolio, including the purchase, retention and disposition of securities
therein, in accordance with the investment objectives, policies and restrictions
of each Portfolio, as specified in the currently effective Prospectus (as
hereinafter defined) and subject to the following understandings:
A. The Sub-Adviser shall provide supervision of each Portfolio's investments and
determine from time to time what investments or securities will be purchased,
retained, sold or lent by each Portfolio, and what portion of each Portfolio's
assets will be invested or held uninvested as cash.
B. The Sub-Adviser shall use its best judgment in the performance of its duties
under this Agreement.
C. The Sub-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 (each as hereinafter defined) of the Fund and with the
instructions and directions of the Board of Directors and the Investment Adviser
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 Sub-Adviser shall determine the securities to be purchased or sold by
each Portfolio and will place orders pursuant to its determination 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 the Fund's
Registration Statement and Prospectus (each as hereinafter defined) or as the
Board of Directors may direct from time to time. It is recognized that, in
providing a Portfolio with investment supervision or the placing of orders for
portfolio transactions, the Sub-Adviser will give primary consideration to
securing the most favorable price and efficient execution. Consistent with this
policy, the Sub-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 Sub-Adviser may be a party. It is understood that none of
the Portfolios, the Fund, the Investment Adviser nor the Sub-Adviser has adopted
a formula for allocation of a Portfolio's investment transaction business. It is
also understood that it is desirable for each Portfolio that the Sub-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 a Portfolio than may result when allocating
brokerage to other brokers on the basis of seeking the most favorable price and
efficient execution. Therefore, the Sub-Adviser is authorized to place orders
for the purchase and sale of securities for each Portfolio with such certain
brokers, subject to review by the Fund's Board of 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 Sub-Adviser in
connection with its services to other clients.
On occasions when the Sub-Adviser deems the purchase or sale of a security
to be in the best interest of one or more of the Portfolios as well as other
clients, the Sub-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 Sub-Adviser in the manner it considers to be
the most equitable and consistent with its fiduciary obligations to the
Portfolios and to such other clients.
E. The Sub-Adviser shall maintain all books and records with respect to the
Portfolio's securities transactions required by sub-paragraphs (b)(5), (6), (9)
and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books
and records required to be maintained by it under the 1940 Act and the Rules
thereunder and shall render to the Investment Adviser and to the Fund's
Directors such periodic and special reports as the Investment Adviser or the
Directors may reasonably request.
F. The Sub-Adviser shall provide each Portfolio's Custodian on each business day
with information relating to the execution of all portfolio transactions
pursuant to standing instructions.
IV. Sub-Adviser Personnel. The Sub-Adviser shall authorize and permit any of its
directors, officers and employees who may be elected or appointed as Directors
or officers of the Fund to serve in the capacities in which they are elected or
appointed. Services to be furnished by the Sub-Adviser under this Agreement may
be furnished through the medium of any of such directors, officers, or
employees.
V. Books and Records. The-Sub-Adviser shall keep the Portfolios' books and
records required to be maintained by it, pursuant to paragraph 2 hereof. The
Sub-Adviser agrees that all records which it maintains for a Portfolio are the
property of that Portfolio, and it will surrender promptly to that Portfolio any
of such records upon the Portfolio's request. The Sub-Adviser further agrees to
preserve for the periods prescribed by Rule 31a-2 as promulgated by the
Securities and Exchange Commission (the "Commission") under the 1940 Act any
such records as are required to be maintained by the Sub-Adviser pursuant to
paragraph 2 hereof.
VI. Services Not Exclusive. The services furnished by the Sub-Adviser hereunder
are not to be deemed exclusive and the Sub-Adviser shall be free to furnish
similar or different services to others so long as its services under this
Agreement are not impaired thereby.
VII. Documents. The Investment Adviser has delivered to the Sub-Adviser copies
of each of the following documents and will deliver to it all future amendments
and supplements, if any:
A. Articles of Incorporation of the Fund, filed with the Secretary of The State
of Maryland (such Articles, as in effect on the date hereof and as amended from
time to time, are herein called the "Articles");
B. By-Laws of the Fund (such By-Laws, as in effect on the date hereof and as
amended from time to time, are herein called the "By-Laws");
C. Certified Resolutions of the Board of Directors of the Fund authorizing the
appointment of the Sub-Adviser and approving the form of this Agreement;
D. Written Instrument to Establish and Designate Separate Series of Shares;
E. Registration Statement under the 1940 Act and the Securities Act of 1933, as
amended, on Form N-1A (the "Registration Statement"), as filed with the
Commission relating to each Portfolio and each Portfolio's Shares and all
amendments thereto;
F. Notification of Registration of the Fund under the 1940 Act on Form N-8A as
filed with the Commission and all amendments thereto; and
G. Each Prospectus and Statement of Additional Information of the Fund (such
Prospectus and Statement of Additional Information, as currently in effect and
as amended or supplemented from time to time, being herein called collectively
the "Prospectus").
VIII. Expense. During the term of this Agreement, the Sub-Adviser will bear all
expenses incurred by it in connection with its services under this Agreement.
The Sub-Adviser shall not be responsible for any expenses incurred by the Fund,
any Portfolio or the Investment Adviser.
IX. Compensation. For the services provided and the expenses assumed by the
Sub-Adviser pursuant to this Agreement, the Investment Adviser, not the Fund or
any Portfolio, will pay to the Sub-Adviser a fee, computed daily and payable
monthly, at an annual rate , as set forth opposite each Portfolio's name on
Schedule A, of the average daily net assets of the Portfolio.
X. Standard of Care. Subject to the applicable law, the Sub-Adviser shall not be
liable for any error of judgment or for any loss suffered by a Portfolio 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.
XI. Duration and Termination. This Agreement shall continue in effect for a
period of more than two years from the date hereof only so long as such
continuance is specifically approved at least annually with respect to each
Portfolio in conformity with the requirements of the 1940 Act and the Rules
thereunder. Notwithstanding the foregoing, this Agreement may be terminated: (a)
with respect to any Portfolio at any time without penalty upon the vote of a
majority of the Fund's Directors or by vote of the majority of the Portfolio's
outstanding voting securities, upon sixty (60) days' written notice to the
Sub-Adviser, (b) by the Investment Adviser at any time without penalty upon
sixty (60) days' written notice to the Sub-Adviser or immediately upon material
breach by the Sub-Adviser or immediately if, in the reasonable judgment of the
Investment Adviser, the Sub-Adviser becomes unable to discharge its duties and
obligations under this Agreement, or (c) by the Sub-Adviser at any time without
penalty, upon sixty (60) days' written notice to each applicable Portfolio. This
Subadvisory Agreement will also terminate automatically in the event of its
assignment (as defined in the 0000 Xxx) or the assignment or termination of the
Advisory Agreement.
XII. Other Business. Nothing in this Agreement shall limit or restrict the right
of any of the Sub-Advisers directors, officers, or employees who may also be a
Director, officer, or employee of the Fund to engage in any other business or to
devote his or her time and attention in part to the management or other aspects
of any business, whether of a similar or dissimilar nature, nor limit or
restrict the Sub-Adviser's right to engage in any other business or to render
services of any kind to any other corporation, Fund, firm, individual or
association.
XIII. Amendment. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought. No material amendment of this Agreement shall be
effective until approved (i) by a vote of a majority of those Directors
of the Fund who are not parties to this Agreement or interested persons of any
such party, and (ii) by a vote of a majority of the relevant Portfolio's
outstanding voting securities (unless in the case of (ii), the Fund receives a
Commission order or no-action letter permitting it to modify the Agreement
without such vote).
XIV. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
XV. Notice. 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 Investment Adviser at Xxxxxx Corporate Center
1, Building A, 000 Xxxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000; or (2) to
the Sub-Adviser at 0 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000.
XVI. Miscellaneous. The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect. 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. As
used in this Agreement, the terms "majority of the outstanding voting
securities," "affiliated person," "interested person," "assignment," "broker,"
"investment adviser," "net assets," "sale," "sell" and "security" shall have the
same meaning as such terms have in the 1940 Act. Where the effect of a
requirement of the federal securities laws reflected in any provision of this
Agreement is made less restrictive by a rule, regulation or order of the
Commission, whether of special or general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order. This
Agreement may be signed in counterpart.
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.
NEW YORK LIFE INVESTMENT MANAGEMENT LLC
By: ____________________________________________
Name: Xxxx X. Xxxxxxxxx
Title: Chairman and Chief Executive Officer
MACKAY XXXXXXX LLC
By: ____________________________________________
Name: Xxxx Xxxxxxx
Title: Chairman and Chief Executive Officer
SCHEDULE A
PORTFOLIO ANNUAL RATE*
Capital Appreciation Portfolio 0.36%
Total Return Portfolio 0.32%
Government Portfolio 0.30%
Cash Management Portfolio 0.25%
High Yield Corporate Bond Portfolio 0.30%
International Equity Portfolio 0.60%
Value Portfolio 0.36%
Convertible Portfolio 0.36%
* of each Portfolio's average daily net assets
