1
EXHIBIT d(1)(d)
SUBSTITUTION AGREEMENT
AGREEMENT, made this ________ day of _____________, 200__, by and among
MainStay Management LLC ("MainStay Management"), New York Life Investment
Management LLC ("NYLIM") and The MainStay Funds (the "Trust").
WHEREAS, the Trust 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 the Trust issues shares in several
different series, each of which is known as a "fund";
WHEREAS, MainStay Management serves as an investment adviser to each of the
series of the Trust (collectively, the "Funds") pursuant to an Investment
Advisory Agreement between the Trust and MainStay Management dated October 21,
1997 (and amended October 1, 1999) (the "Agreement");
WHEREAS, NYLIM was validly organized under the laws of the State of
Delaware to succeed to the investment advisory business of MainStay Management
and certain other affiliates;
WHEREAS, with respect to the Funds, the Trust wishes to substitute NYLIM in
place of MainStay Management, as a party to the Agreement, and NYLIM wishes to
accept the substitution;
WHEREAS, MainStay Management and NYLIM have represented to the Trustees of
the Trust that: (i) advisory and other personnel currently servicing the Funds
will not change as a result of the substitution; (ii) NYLIM will have the
resources to meet its obligations to the Trust and the Funds, respectively;
(iii) the investment process that will be used by NYLIM with respect to the
Funds is identical to that used by MainStay Management; and (iv) the
substitution will not result in a change in actual control or management within
the meaning of Rule 2a-6 of the Act; and
WHEREAS, under these circumstances, the Trust agrees to the substitution of
NYLIM as a party to the Agreement in place of MainStay Management.
NOW THEREFORE, it is agreed as follows:
1. Substitution of Party. Effective as of the date first written above,
NYLIM hereby assumes all of the interest, rights and responsibilities of
MainStay Management under the Agreement.
2
2. Performance of Duties. NYLIM hereby assumes and agrees to perform all of
MainStay Management's duties and obligations under the 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 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 make MainStay Management
responsible for any claim or demand arising under the Agreement from services
rendered after the effective date of this Substitution Agreement unless
otherwise agreed by MainStay Management.
3. Representations. NYLIM represents and warrants that it is registered as
an investment adviser under the Investment Advisers Act of 1940 ("Advisers
Act"). MainStay Management and NYLIM each represents and warrants that they are
both under the same control and management, and that substitution of NYLIM as a
party to the Agreement in place of MainStay Management shall not result in an
"assignment" of the Agreement as that term is defined in the Act or the Advisers
Act.
4. Consents. The Trust hereby consents to this assumption by NYLIM of the
interest, rights and responsibilities of MainStay Management under the Agreement
and agrees, subject to the terms and conditions of the said Agreement, to look
solely to NYLIM for the performance of advisory duties and obligations under
such Agreement after the effective date described above.
-2-
3
IN WITNESS WHEREOF, the parties hereto have caused this Substitution
Agreement to be executed by their duly authorized officers hereunto duly
attested as of the date and year first written above.
The MainStay Funds
By:
---------------------------------------------
Name:
Title:
MainStay Management LLC
By:
----------------------------------------------
Name:
Title:
New York Life Investment Management LLC
By:
---------------------------------------------
Name:
Title:
-3-