1
(d)(1)
AMENDMENT
TO
MASTER INVESTMENT ADVISORY AGREEMENT
WHEREAS, XxxXxx-Xxxxxxx Financial Corporation ("MacKay") is a party to a
master investment advisory agreement with the MainStay VP Series Fund, Inc.
(the "Fund") dated December 15, 1996 (the "Agreement");
WHEREAS, MacKay has converted from a corporation to a limited liability
company under Delaware law;
WHEREAS, New York Life Insurance Company, the ultimate parent of MacKay,
recommended to the Board of Directors of the Fund (the "Board") at its meeting
on August 17, 1999 that the Board approve an amendment to the Agreement to
reflect the conversion of MacKay to a limited liability corporation; and
WHEREAS, the Board did so approve such amendment;
NOW THEREFORE, the parties hereby agree as follows:
Effective as of October 1, 1999, the Agreement is hereby amended to delete
each reference to XxxXxx-Xxxxxxx Financial Corporation in its entirety and
replace it with MacKay Xxxxxxx LLC.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed by their duly authorized officers hereunto duly attested as of the
date and year written below.
Dated: November __, 1999
MainStay VP Series Fund, Inc.
By:
---------------------------- -----------------------------
Attest
---------------------------- -----------------------------
Title Title
2
MacKay Xxxxxxx LLC
By:
---------------------------- -----------------------------
Attest
---------------------------- -----------------------------
Title Title
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 XxxXxx-Xxxxxxx
Financial Corporation (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 sit 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
4
investments and determine from time to time what investments or securities will
be purchased, retained, sold or lent by each Fund, and what portion of each
Funds'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 form 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.
-2-
5
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 xxx be furnished through the medium of any of
such directors, officers, or employees.
4. Ownership of Records. The Advisor 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
Commission 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 the Adviser
pursuant to this Agreement, each Fund shall pay the Adviser a monthly fee based
on the average daily value (as
-3-
6
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
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 outstanding voting securities (as defined in the
0000 Xxx) of such Fund, or by the Adviser at any time, without the payment of
any
-4-
7
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
other business or to devote his time and attention in part to 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 will 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 0 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxx; 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.
(e) If any provision of this Agreement shall be
-5-
8
held or made invalid by a court decision, statue, rule or otherwise, the
remainder of this Agreement shall not 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
XxxXxx-Xxxxxxx Financial Corporation
BY: /s/ Xxxx Xxxxxxx
--------------------------------
Name: Xxxx Xxxxxxx
Title: Chairman and CEO
-6-
9
AMENDMENT
TO
INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
WHEREAS, XxxXxx-Xxxxxxx Financial Corporation ("MacKay") is a party to a
master investment advisory agreement with the MainStay VP Series Fund, Inc.
(the "Fund") dated December 15, 1996 (the "Agreement");
WHEREAS, MacKay also is a party to a supplement to the Agreement dated
December 15, 1996 on behalf of the Capital Appreciation Portfolio (the
"Supplement");
WHEREAS, MacKay has converted from a corporation to a limited liability
company under Delaware law;
WHEREAS, New York Life Insurance Company, the ultimate parent of MacKay,
recommended to the Board of Directors of the Fund (the "Board") at its meeting
on August 17, 1999 that the Board approve an amendment to the Agreement to
reflect the conversion of MacKay to a limited liability corporation; and
WHEREAS, the Board did so approve such amendment;
NOW THEREFORE, the parties hereby agree as follows:
Effective as of October 1, 1999, the Supplement is hereby amended to
delete each reference to XxxXxx-Xxxxxxx Financial Corporation in its entirety
and replace it with MacKay Xxxxxxx LLC.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed by their duly authorized officers hereunto duly attested as of the
date and year written below.
Dated: November , 1999.
------
MainStay VP Series Fund, Inc.
------------------------- By:
Attest ---------------------------
------------------------- ---------------------------
Title Title
00
XxxXxx Xxxxxxx LLC
By:
------------------------- ------------------------
Attest
------------------------- ------------------------
Title Title
11
MainStay VP SERIES FUND, INC.
INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
CAPITAL APPRECIATION PORTFOLIO
AGREEMENT made as of the 15th day of December, 1996, by and between
MainStay VP Series Fund, Inc. (the "Company") and XxxXxx-Xxxxxxx Financial
Corporation (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, Capital Appreciation 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 Adviser a monthly fee based upon
the average daily value (as
12
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 0.36% 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 December 15, 1996 and shall
continue in effect with respect to the 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 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 CAPITAL APPRECIATION PORTFOLIO
By: /s/ XXXX X. XXXXXXX
--------------------------
Name: Xxxx X. Xxxxxxx
Title: President
XXXXXX-XXXXXXX FINANCIAL CORPORATION
By: /s/ XXXX XXXXXXX
--------------------------
Name: Xxxx Xxxxxxx
Title: Chairman and CEO
-2-
13
AMENDMENT
TO
INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
WHEREAS, XxxXxx-Xxxxxxx Financial Corporation ("MacKay") is a party to a
master investment advisory agreement with the MainStay VP Series Fund, Inc. (the
"Fund") dated December 15, 1996 (the "Agreement");
WHEREAS, MacKay also is a party to a supplement to the Agreement dated
December 15, 1996 on behalf of the Cash Management Portfolio (the "Supplement");
WHEREAS, MacKay has converted from a corporation to a limited liability
company under Delaware law;
WHEREAS, New York Life Insurance Company, the ultimate parent of MacKay,
recommended to the Board of Directors of the Fund (the "Board") at its meeting
on August 17, 1999 that the Board approve an amendment to the Agreement to
reflect the conversion of MacKay to a limited liability corporation; and
WHEREAS, the Board did so approve such amendment;
NOW THEREFORE, the parties hereby agree as follows:
Effective as of October 1, 1999, the Supplement is hereby amended to
delete each reference to XxxXxx-Xxxxxxx Financial Corporation in its
entirety and replace it with MacKay Xxxxxxx LLC.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed by their duly authorized officers hereunto duly attested as of the date
and year written below.
Dated: November __, 1999.
MainStay VP Series Fund, Inc.
By:
-------------------- --------------------
Attest
-------------------- --------------------
Title Title
00
XxxXxx Xxxxxxx LLC
By:
-------------------- --------------------
Attest
-------------------- --------------------
Title Title
15
MAINSTAY VP SERIES FUND, INC.
INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
CASH MANAGEMENT PORTFOLIO
AGREEMENT made as of the 15th day of December, 1996, by and between
MainStay VP Series Fund, Inc. (the "Company") and XxxXxx-Xxxxxxx Financial
Corporation (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, Cash Management 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 Adviser a monthly fee
based upon the average daily value (as
16
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 0.25% 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 December 15,
1996 and shall continue in effect with respect to the 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 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 CASH MANAGEMENT PORTFOLIO
By: /s/ XXXX X. XXXXXXX
--------------------------
Name: Xxxx X. Xxxxxxx
Title: President
XXXXXX-XXXXXXX FINANCIAL CORPORATION
By: /s/ XXXX XXXXXXX
--------------------------
Name: Xxxx Xxxxxxx
Title: Chairman and CEO
-2-
17
AMENDMENT
TO
INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
WHEREAS, XxxXxx-Xxxxxxx Financial Corporation ("MacKay") is a party to a
master investment advisory agreement with the MainStay VP Series Fund, Inc.
(the "Fund") dated December 14, 1994 (the "Agreement"), which Agreement was
restated as of December 15, 1996;
WHEREAS, MacKay also is a party to a supplement to the Agreement dated
August 22, 1996 on behalf of the Convertible Portfolio (the "Supplement");
WHEREAS, MacKay has converted form a corporation to a limited liability
company under Delaware law;
WHEREAS, New York Life Insurance Company, the ultimate parent of MacKay,
recommended to the Board of Directors of the Fund (the "Board") at its meeting
on August 17, 1999 that the Board approve an amendment to the Agreement to
reflect the conversion of MacKay to a limited liability corporation; and
WHEREAS, the Board did so approve such amendment;
NOW THEREFORE, the parties hereby agree as follows:
Effective as of October 1, 1999, the Supplement is hereby amended to delete
each reference to XxxXxx-Xxxxxxx Financial Corporation in its entirety and
replace it with MacKay Xxxxxxx LLC.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed by their duly authorized officers hereunto duly attested as of the
date and year written below.
Dated:November __, 1999.
MainStay VP Series Fund, Inc.
___________________________ By: _____________________________
Attest
___________________________ _____________________________
Title Title
00
XxxXxx Xxxxxxx LLC
___________________________ By: ______________________________
Attest
___________________________ ______________________________
Title Title
19
NEW YORK LIFE MFA SERIES FUND, INC.
INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
CONVERTIBLE PORTFOLIO
AGREEMENT made as of the 22nd day of August, 1996, by and
between New York Life MFA Series Fund, Inc. (the "Company") and
XxxXxx-Xxxxxxx Financial Corporation (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, 1994, pursuant
to which the Company has appointed the Adviser to provide the
investment advisory services specified in that Master Agreement;
and
WHEREAS, Convertible 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
Adviser a monthly fee based upon the average daily value (as
20
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
0.36% 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
August 22,1996 and shall continue in effect with respect to the
Fund until December 15, 1997, and from year to year thereafter only
so long as the 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).
NEW YORK LIFE MFA SERIES FUND, INC., on
behalf of CONVERTIBLE PORTFOLIO
By: _________________________________
Title: President
XXXXXX-XXXXXXX FINANCIAL CORPORATION
By: _________________________________
Title: CEO
21
AMENDMENT
TO
INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
WHEREAS, XxxXxx-Xxxxxxx Financial Corporation ("MacKay") is a party to a
master investment advisory agreement with the MainStay VP Series Fund, Inc. (the
"Fund") dated December 15, 1996 (the "Agreement");
WHEREAS, MacKay also is a party to a supplement to the Agreement dated
December 15, 1996 on behalf of the Government Portfolio (the "Supplement");
WHEREAS, MacKay has converted from a corporation to a limited liability
company under Delaware law;
WHEREAS, New York Life Insurance Company, the ultimate parent of MacKay,
recommended to the Board of Directors of the Fund (the "Board") at its meeting
on August 17, 1999 that the Board approve an amendment to the Agreement to
reflect the conversion of MacKay to a limited liability corporation; and
WHEREAS, the Board did so approve such amendment;
NOW THEREFORE, the parties hereby agree as follows:
Effective as of October 1, 1999, the Supplement is hereby amended to delete
each reference to XxxXxx-Xxxxxxx Financial Corporation in its entirety and
replace it with MacKay Shileds LLC.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed by their duly authorized officers hereunto duly attested as of the date
and year written below.
Dated: November __, 1999.
MainStay VP Series Fund, Inc.
_____________________________ By: ______________________________
Attest
_____________________________ ______________________________
Title Title
00
XxxXxx Xxxxxxx LLC
_____________________________ By: ____________________________________
Attest
_____________________________ ____________________________________
Title Title
23
MAINSTAY VP SERIES FUND, INC.
INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
GOVERNMENT PORTFOLIO
AGREEMENT made as of the 15th day of December, 1996, by and between MainStay
VP Series Fund, Inc. (the "Company") and XxxXxx-Xxxxxxx Financial Corporation
(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, Government 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 Adviser a monthly fee based upon the
average daily value (as
24
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 0.30% 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 December 15, 1996 and shall
continue in effect with respect to the 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 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 GOVERNMENT PORTFOLIO
By: /s/ XXXX X. XXXXXXX
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
XXXXXX-XXXXXXX FINANCIAL CORPORATION
By: /s/ XXXX XXXXXXX
------------------------------------
Name: Xxxx Xxxxxxx
Title: Chairman and CEO
-2-
25
AMENDMENT
TO
INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
WHEREAS, XxxXxx-Xxxxxxx Financial Corporation ("MacKay") is a party to a
master investment advisory agreement with the MainStay VP Series Fund, Inc. (the
"Fund") dated December 15, 1996 (the "Agreement");
WHEREAS, MacKay also is a party to a supplement to the Agreement dated
December 15, 1996 on behalf of the High Yield Corporate Bond Portfolio (the
"Supplement");
WHEREAS, MacKay has converted from a corporation to a limited liability
company under Delaware law;
WHEREAS, New York Life Insurance Company, the ultimate parent of MacKay,
recommended to the Board of Directors of the Fund (the "Board") at its meeting
on August 17, 1999 that the Board approve an amendment to the Agreement to
reflect the conversion of MacKay to a limited liability corporation; and
WHEREAS, the Board did so approve such amendment;
NOW THEREFORE, the parties hereby agree as follows:
Effective as of October 1, 1999, the Supplement is hereby amended to delete
each reference to XxxXxx-Xxxxxxx Financial Corporation in its entirety and
replace it with MacKay Xxxxxxx LLC.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed by their duly authorized officers hereunto duly attested as of the date
and year written below.
Date: November __, 1999.
MainStay VP Series Fund, Inc.
By:
--------------------------- ---------------------------------
Attest
--------------------------- ---------------------------------
Title Title
00
XxxXxx Xxxxxxx LLC
By:
--------------------------- ---------------------------------
Attest
--------------------------- ---------------------------------
Title Title
27
MAINSTAY VP SERIES FUND, INC.
INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
HIGH YIELD CORPORATE BOND PORTFOLIO
AGREEMENT made as of the 15th day of December, 1996, by and between MainStay
VP Series Fund, Inc. (the "Company") and XxxXxx-Xxxxxxx Financial Corporation
(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, High Yield Corporate Bond 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 Adviser a monthly fee based upon the
average daily value (as
28
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 0.30% 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 December 15, 1996 and shall
continue in effect with respect to the 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 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 HIGH YIELD CORPORATE BOND PORTFOLIO
By: /s/ XXXX X. XXXXXXX
------------------------------------
NAME: Xxxx X. Xxxxxxx
TITLE: President
XXXXXX-XXXXXXX FINANCIAL CORPORATION
By: /s/ XXXX XXXXXXX
-------------------------------------
NAME: Xxxx Xxxxxxx
TITLE: Chairman and CEO
-2-
29
AMENDMENT
TO
INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
WHEREAS, XxxXxx-Xxxxxxx Financial Corporation ("MacKay") is a party to a
master investment advisory agreement with the MainStay VP Series Fund, Inc. (the
"Fund") dated December 15, 1996 (the "Agreement");
WHEREAS, MacKay also is a party to a supplement to the Agreement dated
December 15, 1996 on behalf of the International Equity Portfolio (the
"Supplement");
WHEREAS, MacKay has converted from a corporation to a limited liability
company under Delaware law;
WHEREAS, New York Life Insurance Company, the ultimate parent of MacKay,
recommended to the Board of Directors of the Fund (the "Board") at its meeting
on August 17, 1999 that the Board approve an amendment to the Agreement to
reflect the conversion of MacKay to a limited liability corporation; and
WHEREAS, the Board did so approve such amendment;
NOW THEREFORE, the parties hereby agree as follows:
Effective as of October 1, 1999, the Supplement is hereby amended to delete
each reference to XxxXxx-Xxxxxxx Financial Corporation in its entirety and
replace it with MacKay Xxxxxxx LLC.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed by their duly authorized officers hereunto daily attested as of the
date and year written below.
Dated November__, 1999.
MainStay VP Series Fund, Inc.
By:
---------------------------- ----------------------------
Attest
---------------------------- ----------------------------
Title Title
00
XxxXxx Xxxxxxx LLC
By:
---------------------------- ----------------------------
Attest
---------------------------- ----------------------------
Title Title
31
MAINSTAY VP SERIES FUND, INC.
INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
INTERNATIONAL EQUITY PORTFOLIO
AGREEMENT made as of the 15th day of December, 1996, by and between
MainStay VP Series Fund, Inc. (the "Company") and XxxXxx-Xxxxxxx Financial
Corporation (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, International 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 Adviser a monthly fee based upon
the average daily value (as
32
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 December 15, 1996 and shall
continue in effect with respect to the 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 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 INTERNATIONAL EQUITY PORTFOLIO
By: /s/ XXXX X. XXXXXXX
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
XXXXXX-XXXXXXX FINANCIAL CORPORATION
By: /s/ XXXX XXXXXXX
-------------------------------------
Name: Xxxx Xxxxxxx
Title: Chairman and CEO
-2-
33
AMENDMENT
TO
INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
WHEREAS, XxxXxx-Xxxxxxx Financial Corporation ("MacKay") is a party to a
master investment advisory agreement with the MainStay VP Series Fund, Inc. (the
"Fund") dated December 15, 1996 (the "Agreement");
WHEREAS, MacKay also is a party to a supplement to the Agreement dated
December 15, 1996, on behalf of the Total Return Portfolio (the "Supplement");
WHEREAS, MacKay has converted from a corporation to a limited liability
company under Delaware law;
WHEREAS, New York Life Insurance Company, the ultimate parent of MacKay,
recommended to the Board of Directors of the Fund (the "Board") at its meeting
on August 17, 1999 that the Board approve an amendment to the Agreement to
reflect the conversion of MacKay to a limited liability corporation; and
WHEREAS, the Board did so approve such amendment;
NOW THEREFORE, the parties hereby agree as follows:
Effective as of October 1, 1999, the Supplement is hereby amended to delete
each reference to XxxXxx-Xxxxxxx Financial Corporation in its entirety and
replace it with MacKay Xxxxxxx LLC.
IN WITNESS WHEREOF, the parties hereto have cause this amendment to be
executed by their duly authorized officers hereunto duly attested as of the date
and year written below.
Dated: November __, 1999.
MainStay VP Series Fund, Inc.
________________________________ By: __________________________________
Attest
________________________________ __________________________________
Title Title
00
XxxXxx Xxxxxxx LLC
_____________________________ By: _________________________________
Attest
_____________________________ _________________________________
Title Title
35
MAINSTAY VP SERIES FUND, INC.
INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
TOTAL RETURN PORTFOLIO
AGREEMENT made as of the 15th day of December, 1996, by and
between MainStay VP Series Fund, Inc. (the "Company") and
XxxXxx-Xxxxxxx Financial Corporation (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, Total Return 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
Adviser a monthly fee based upon the average daily value (as
36
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
0.32% 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
December 15, 1996 and shall continue in effect with respect to the
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 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 TOTAL RETURN PORTFOLIO
By: /s/ XXXX X. XXXXXXX
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
XXXXXX-XXXXXXX FINANCIAL CORPORATION
By: /s/ XXXX XXXXXXX
------------------------------------
Name: Xxxx Xxxxxxx
Title: Chairman and CEO
-2-
37
AMENDMENT
TO
INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
WHEREAS, XxxXxx-Xxxxxxx Financial Corporation ("MacKay") is a party to a
master investment advisory agreement with the MainStay VP Series Fund, Inc. (the
"Fund") dated December 15, 1996 (the "Agreement");
WHEREAS, MacKay also is a party to a supplement to the Agreement dated
December 15, 1996 on behalf of the Value Portfolio (the "Supplement");
WHEREAS, MacKay has converted from a corporation to a limited liability
company under Delaware law;
WHEREAS, New York Life Insurance Company, the ultimate parent of MacKay,
recommended to the Board of Directors of the Fund (the "Board") at its meeting
on August 17, 1999 that the Board approve an amendment to the Agreement to
reflect the conversion of MacKay to a limited liability corporation; and
WHEREAS, the Board did so approve such amendment;
NOW THEREFORE, the parties hereby agree as follows:
Effective as of October 1, 1999, the Supplement is hereby amended to delete
each reference to XxxXxx-Xxxxxxx Financial Corporation in its entirety and
replace it with MacKay Xxxxxxx LLC.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed by their duly authorized officers hereunto duly attested as of the date
and year written below.
Dated: November __, 1999.
MainStay VP Series Fund, Inc.
________________________________ By: _____________________________
Attest
________________________________ _____________________________
Title Title
00
XxxXxx Xxxxxxx LLC
------------------------------ By: -------------------------------
Attest
------------------------------ -------------------------------
Title Title
39
MAINSTAY VP SERIES FUND, INC.
INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
VALUE PORTFOLIO
AGREEMENT made as of the 15th day of December, 1996, by and between
MainStay VP Series Fund, Inc. (the "Company") and XxxXxx-Xxxxxxx Financial
Corporation (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, 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 Adviser a monthly fee based upon
the average daily value (as
40
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 0.36% 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 December 15, 1996 and shall
continue in effect with respect to the 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 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 or 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 VALUE PORTFOLIO
By: /s/ XXXX X. XXXXXXX
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President
XXXXXX-XXXXXXX FINANCIAL CORPORATION
By: /s/ XXXX XXXXXXX
-------------------------------------
Name: Xxxx Xxxxxxx
Title: Chairman and CEO
-2-