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EXHIBIT (d)(1)(a)
SUBSTITUTION AGREEMENT
AGREEMENT, made this ________ day of _____________, 2001, between
MacKay Xxxxxxx LLC ("XxxXxx Xxxxxxx") and New York Life Investment Management
LLC ("NYLIM").
WHEREAS, Mainstay VP Series Fund, Inc. ("MainStay VP") is registered
with the Securities and Exchange Commission as an open-end management investment
company under the Investment Company Act of 1940, as amended ("Act"), and
MainStay VP issues shares in several different series, each of which is known as
a "portfolio"; and
WHEREAS, MacKay Xxxxxxx serves as an investment adviser to MainStay
VP pursuant to a Master Investment Advisory Agreement between MainStay VP and
MacKay Xxxxxxx dated December 15, 1996 (the "Advisory Agreement"); and
WHEREAS, NYLIM was validly organized under the laws of the State of
Delaware to succeed to the investment advisory business of New York Life
Insurance Company; and
WHEREAS, with respect to the Capital Appreciation, Total Return,
Government, Cash Management, High Yield Corporate Bond, International Equity,
Value and Convertible portfolios of MainStay VP (the "Portfolios"), MacKay
Xxxxxxx wishes to substitute NYLIM in place of MacKay Xxxxxxx, as a party to the
Advisory Agreement; and
WHEREAS, MacKay Xxxxxxx has represented to the Directors of MainStay
VP that: (i) advisory and other personnel currently servicing the Portfolios
will not change as a result of the substitution; (ii) NYLIM will have the
resources to meet its obligations to MainStay VP and the Portfolios,
respectively; (iii) that the investment process that will be used by NYLIM with
respect to the Portfolios is identical to that used by MacKay Xxxxxxx; and (iv)
that the substitution will not result in a change in actual control or
management within the meaning of Rule 2a-6 of the Act;
NOW THEREFORE, it is agreed as follows:
I. Substitution of Party. Effective as of the date first written
above, NYLIM hereby assumes all of the interest, rights and responsibilities of
MacKay Xxxxxxx under the Advisory Agreement.
II. Performance of Duties. NYLIM hereby assumes and agrees to
perform all of MacKay Xxxxxxx' duties and obligations under the Advisory
Agreement and to be subject to all of the terms and conditions of such
agreements as if they applied to NYLIM. Nothing in this Substitution Agreement
shall make NYLIM responsible for any claim or demand arising under the Advisory
Agreement from services rendered prior to the effective date of this
Substitution Agreement unless otherwise agreed by NYLIM; and nothing in this
Substitution Agreement shall
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make MacKay Xxxxxxx responsible for any claim or demand arising under the
Advisory Agreement from services rendered after the effective date of this
Substitution Agreement unless otherwise agreed by MacKay Xxxxxxx.
III. Representations. NYLIM represents and warrants that it is
registered as an investment adviser under the Investment Advisers Act of 1940
("Advisers Act"). MacKay Xxxxxxx and NYLIM each represent and warrant that they
are under the same control and management, and that substitution of NYLIM as a
party to the Advisory Agreement in place of MacKay Xxxxxxx shall not result in
an "assignment" of the Advisory Agreement as that term is defined in the Act or
the Advisers Act.
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IN WITNESS WHEREOF, the parties hereto have caused this Substitution
Agreement to be executed by their duly authorized officers hereunto daily
attested as of the date and year first written above.
MacKay Xxxxxxx LLC
By:_______________________________________
Name:
Title:
New York Life Investment Management LLC
By:_______________________________________
Name:
Title:
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