EXHIBIT (D)(1)
RESTATEMENT OF MANAGEMENT AGREEMENT
This Restatement of Management Agreement is hereby made as of the 15th
day of December, 2007 (the "Agreement") between MainStay VP Series Fund, Inc.
(the "Company"), further amended from time to time, on behalf of its series as
set forth on Schedule A (each, a "Portfolio," and collectively, the
"Portfolios") and New York Life Investment Management LLC, a Delaware limited
liability company ("NYLIM" or the "Manager").
WITNESSETH:
WHEREAS, the Company is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the shares of common stock of the Company (the "Shares") are
divided into separate series, each of which is established by resolution of the
Board of Directors of the Company and the Directors may from time to time
terminate such series or establish and terminate additional series; and
WHEREAS, the Manager is engaged in rendering investment management
services and is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, the Company desires to retain the Manager to provide
investment advisory and related administrative services to each of the Funds,
and the Manager is willing to provide or procure such services on the terms and
conditions hereinafter set forth; and
WHEREAS, the Company entered into an Investment Advisory Agreement and
Administrative Services Agreement, each dated as of December 15, 1996 (the
"Prior Agreements"); and
WHEREAS, the parties hereto now desire to amend and restate the Prior
Agreements to reflect the effective date of the Agreement and the revised fee
schedule; and
WHEREAS, this Agreement restates, in its entirety, the Prior
Agreements; and
WHEREAS, the parties to this Agreement acknowledge that the Agreement
is not intended to materially change the services provided under the Prior
Agreements;
NOW, THEREFORE, the parties agree as follows:
ARTICLE I. APPOINTMENT
A. Appointment. The Company hereby appoints NYLIM to act as Manager to the
Portfolios for the period and on the terms set forth in this Agreement. The
Manager accepts such appointment and agrees to provide the advisory and
administrative services herein described, for the compensation herein provided.
ARTICLE II. ADVISORY SERVICES
A. Advisory Duties of Manager. Subject to the supervision of the Board of
Directors (the "Board") of the Company, the Manager shall manage all aspects of
the advisory 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 the Portfolio, as stated in the currently effective Prospectus
(as hereinafter defined); in conformity with the Articles of Incorporation and
By-Laws (each as hereinafter defined) of the Company; under the instructions and
directions of the Directors of the Company; and in accordance with the
applicable provisions of the 1940 Act and the rules and regulations thereunder,
the provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
relating to regulated investment companies and all rules and regulations
thereunder, and all other applicable federal and state laws and regulations. In
connection with the services provided under this Agreement, the Manager will use
its best efforts to manage each Portfolio so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations issued
thereunder, and will comply with the diversification requirements of Section
817(h) of the Code and the regulations issued thereunder, and any other rules
and regulations applicable to investment vehicles underlying variable annuity
contracts or variable life insurance policies. In managing each Portfolio in
accordance with the requirements set out in this Section, the Manager will be
entitled to receive and act upon advice of counsel for the Company or a
Portfolio.
1. Portfolio Management. The Manager will determine the securities and
other instruments to be purchased, sold or entered into by each Portfolio and
place orders with broker-dealers, foreign currency dealers, futures commission
merchants or others pursuant to the Manager's determinations and all in
accordance with each Portfolio's policies as set out in the Prospectus of the
Portfolio or as adopted by the Board of Directors and disclosed to the Manager.
The Manager will determine what portion of each Portfolio's portfolio will be
invested in securities and other assets and what portion, if any, should be held
uninvested in cash or cash equivalents. Each Portfolio will have the benefit of
the investment analysis and research, the review of current economic conditions
and trends and the consideration of long-range investment policy generally
available to the Manager's investment advisory clients.
2. Selection of Brokers. Subject to the policies established by, and any
direction from, the Company's Board, the Manager will be responsible for
selecting the brokers or dealers that will execute the purchases and sales for a
Portfolio. The Manager 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
Company's Registration Statement or as the Board may direct from time to time.
It is recognized that, in providing the Portfolios with investment supervision
or the placing of orders for portfolio transactions, the Manager will give
primary consideration to securing the most favorable price and efficient
execution. Consistent with this policy, the Manager 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 Manager may be a party. It is
understood that neither the Portfolios, the Company nor the Manager has adopted
a formula for allocation of the Portfolios' investment
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transaction business. It is also understood that it is desirable for the
Portfolios that the Manager 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 Portfolios than may
result when allocating brokerage to other brokers on the basis of seeking the
most favorable price and efficient execution. Therefore, the Manager or any
subadvisor is authorized to place orders for the purchase and sale of securities
for the Portfolios with such certain 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 Manager or any subadvisor in connection with its services to other
clients.
Subject to the foregoing, it is understood that the Manager will not be
deemed to have acted unlawfully, or to have breached a fiduciary duty to the
Company or be in breach of any obligation owing to the Company under this
Agreement, or otherwise, solely by reason of its having directed a securities
transaction on behalf of a Portfolio to a broker-dealer in compliance with the
provisions of Section 28(e) of the Securities Exchange Act of 1934, and the
rules and interpretations of the Securities and Exchange Commission thereunder,
or as otherwise permitted from time to time by a Portfolio's Prospectus.
On occasions when the Manager deems the purchase or sale of a security to
be in the best interest of the Portfolios as well as other clients, the Manager,
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
Manager in the manner it considers to be the most equitable and consistent with
its fiduciary obligations to the Portfolios and to such other clients.
3. Delegation of Investment Advisory Services. Subject to the prior
approval of a majority of the members of the Board, including a majority of the
Board who are not "interested persons", and, to the extent required by
applicable law, by the shareholders of a Portfolio, the Manager may, through a
subadvisory agreement or other arrangement, delegate to a subadvisor any of the
duties enumerated in this Agreement, including the management of all or a
portion of the assets being managed. Subject to the prior approval of a majority
of the members of the Board, including a majority of the Board who are not
"interested persons", and, to the extent required by applicable law, by the
shareholders of a Portfolio, the Manager may adjust such duties, the portion of
assets being managed, and the fees to be paid by the Manager; provided, that in
each case the Manager will continue to oversee the services provided by such
company or employees and any such delegation will not relieve the Manager of any
of its obligations under this Agreement.
The Company and Manager understand and agree that the Manager may manage a
Portfolio in a "manager-of-managers" style with either a single or multiple
subadvisors, which contemplates that the Manager will, among other things and
pursuant to an Order issued by the Securities and Exchange Commission ("SEC"):
(i) continually evaluate the performance of each Subadvisor to a Portfolio, if
applicable, through quantitative and qualitative analysis and consultations with
such Subadvisor; (ii) periodically make recommendations to the Board as to
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whether the contract with one or more Subadvisors should be renewed, modified,
or terminated; and (iii) periodically report to the Board regarding the results
of its evaluation and monitoring functions. The Company recognizes that a
Subadvisor's services may be terminated or modified pursuant to the
"manager-of-managers" process, and that the Manager may appoint a new Subadvisor
for a Subadvisor that is so removed.
4. Instructions to Custodian. The Manager or any subadvisor shall provide
the Company's Custodian on each business day with information relating to the
execution of all portfolio transactions pursuant to standing instructions.
5. Valuation. The Manager will provide assistance to the Board in valuing
the securities and other instruments held by each Portfolio, to the extent
reasonably required by such valuation policies and procedures as may be adopted
by each Portfolio.
B. Books and Records. The Manager 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 Manager. The Manager shall render to the
Company's Directors such periodic and special reports as the Directors may
reasonably request.
C. Advisory Services Not Exclusive. The Manager's services to the Company and
each Portfolio pursuant to this Agreement are not exclusive and it is understood
that the Manager may render investment advice, management and services to other
persons (including other investment companies) and engage in other activities,
so long as its services under this Agreement are not impaired by such other
activities. It is understood and agreed that officers or directors are not
prohibited from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers, trustees or
directors of any other firm, trust or corporation, including other investment
companies. Whenever a Portfolio and one or more other accounts or investment
companies advised by the Manager have available funds for investment,
investments suitable and appropriate for each will be allocated in accordance
with procedures believed by the Manager to be equitable to each entity over
time. Similarly, opportunities to sell securities will be allocated in a manner
believed by the Manager to be equitable to each entity over time. The Company
and each Portfolio recognize that in some cases this procedure may adversely
affect the size of the position that may be acquired or disposed of for a
Portfolio.
ARTICLE III. ADMINISTRATIVE SERVICES
A. Administrative Duties of Manager. The Manager shall (i) furnish the Funds
with office facilities; (ii) be responsible for the financial and accounting
records required to be maintained by the Funds (excluding those being maintained
by the Funds' Custodian and Transfer Agent except as to which the Manager has
supervisory functions) and other than those being maintained by the Funds'
subadvisor, if any; and (iii) furnish the Funds with board materials, ordinary
clerical, bookkeeping and recordkeeping services at such office facilities, and
such other services as the parties may agree.
The Manager will also monitor each Portfolio's compliance with its
investment and tax guidelines and other compliance policies.
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1. Instructions to Custodian. The Manager or any subadministrator shall
provide the Company's Custodian on each business day with information relating
to the execution of all portfolio transactions pursuant to standing
instructions.
2. Books and Records. The Manager shall keep the Portfolios' books and
records required to be maintained by it. The Manager agrees that all records
which it maintains for the Portfolios are the property of the Portfolios, and it
will surrender promptly to the Portfolios any of such records upon the
Portfolios' request. Moreover, the Manager shall maintain all books and records
with respect to the Portfolios' 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. The Manager shall render to the
Company's Directors such periodic and special reports as the Directors may
reasonably request.
3. Administrative Services Not Exclusive. The Manager's services to the
Company and each Portfolio pursuant to this Agreement are not exclusive and it
is understood that the Manager may render administrative services to other
persons and to engage in other activities, so long as its services under this
Agreement are not impaired by such other activities. It is understood and agreed
that officers or directors of the Manager may serve as officers or Directors of
the Company, and that officers or Directors of the Company may serve as officers
or directors of the Manager to the extent permitted by law; and that the
officers and directors of the Manager are not prohibited from engaging in any
other business activity or from rendering services to any other person, or from
serving as partners, officers, trustees or directors of any other firm, trust or
corporation, including other investment companies.
4. Delegation of Administration Services. With respect to any or all series
of the Company, including the Portfolios, the Manager may enter into one or more
contracts "Sub-Administration Contract") with a sub-administrator in which the
Manager delegates to such sub-administrator any or all its duties specified in
this Agreement, provided that the Sub-Administration Contract meets all
applicable requirements of the 1940 Act and rules thereunder, as applicable. The
Manager will at all times maintain responsibility for providing the
administration services, and will supervise any sub-administrator.
5. Valuation. The Manager will provide assistance to the Board in valuing
the securities and other instruments held by each Portfolio, to the extent
reasonably required by such valuation policies and procedures as may be adopted
by each Portfolio.
ARTICLE IV. EXPENSES
A. Expenses Borne by Manager.
1. In connection with the services rendered by the Manager under this
Agreement, the Manager will bear all of the following expenses:
(i) The salaries and expenses of all personnel of the Company and the
Manager, except the fees and expenses of Directors who are not interested
persons of the
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Manager or of the Company, and the salary (or a portion thereof) of the
Company's Chief Compliance Officer that the Board approves for payment by the
Portfolios; and
(ii) All expenses incurred by the Manager in connection with managing
the investment operations of the Portfolios other than those assumed by the
Company, Portfolio or Administrator of the Portfolio or the Company or other
third party under a separate agreement.
2. The Manager will not be required to pay expenses of any activity which
is primarily intended to result in sales of Shares if and to the extent that (i)
such expenses are required to be borne by a principal underwriter that acts as
the distributor of the Portfolio's Shares pursuant to an underwriting agreement
that provides that the underwriter will assume some or all of such expenses, or
(ii) the Company on behalf of the Portfolio will have adopted a plan in
conformity with Rule 12b-1 under the 1940 Act providing that the Portfolio (or
some other party) will assume some or all of such expenses. The Manager will pay
such sales expenses only to the extent they are not required to be paid by the
principal underwriter pursuant to the underwriting agreement or are not
permitted to be paid by a Portfolio (or some other party) pursuant to such a
plan.
A. Expenses Borne by the Company/Portfolio.
1. Each Portfolio assumes and will pay its expenses, including but not
limited to those described below (where any such category applies to more than
one series of the Company, the Portfolio shall be liable only for its allocable
portion of the expenses):
(i) The fees of any investment adviser or expenses otherwise incurred
by the Company in connection with the management of the investment and
reinvestment of the assets of the Portfolios;
(ii) Brokers' commissions and any issue or transfer taxes chargeable
to the Company in connection with its securities transactions on behalf of the
Portfolios;
(iii) Litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of the Company's business;
(iv) The fees and expenses of Directors who are not interested persons
of the Manager of any investment adviser, and the salary (or a portion thereof)
of the Company's Chief Compliance Officer that the Board approves for payment by
the Portfolios;
(v) The fees and expenses of the Portfolios' Custodian which relate to
(a) the custodial function and the recordkeeping connected therewith, (b) the
preparation and maintenance of the general required accounting records of the
Portfolios not being maintained by the Manager, (c) the pricing of the
Portfolio's Shares, including the cost of any pricing service or services which
may be retained pursuant to the authorization of the Directors of the Company,
and (d) for both mail and wire orders, the cashiering function in connection
with the issuance and redemption of the Portfolios' Shares;
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(vi) The fees and expenses of the Portfolios' transfer and dividend
disbursing agent, which may be a custodian of the Portfolios, which relate to
the maintenance of each shareholder account;
(vii) The charges and expenses of legal counsel (including an
allocable portion of the cost of maintaining an internal legal department
(provided pursuant to a separate legal services agreement) and compliance
department) and independent accountants for the Company;
(viii) All taxes and business fees payable by the Portfolios to
federal, state or other governmental agencies;
(ix) The fees of any trade association of which the Company may be a
member;
(x) The cost of share certificates representing the Portfolios'
shares;
(xi) The cost of fidelity, Directors and officers and errors and
omissions insurance;
(xii) Allocable communications expenses with respect to investor
services and all expenses of shareholders' and Directors meetings and of
preparing, printing and mailing prospectuses, proxies and other reports to
shareholders in the amount necessary for distribution to the shareholders;
(xiii) The fees and expenses involved in registering and maintaining
registrations of the Company and of its Shares with the Commission, registering
the Company a broker or dealer and qualifying its Shares under state securities
laws, including the preparation and printing of the Company's registration
statements and prospectuses for filing under federal and state securities laws
for such purposes;
(xiv) Litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of the Company's business; and
(xv) Organization Expenses. The Company hereby agrees to reimburse the
Manager for the organization expenses of, and the expenses incurred in
connection with, the initial offering of any new share classes of a Portfolio or
the initial offering of a new series of the Company.
ARTICLE V. COMPENSATION
A. Compensation. For the services provided and the facilities furnished pursuant
to this Agreement, the Company will pay to the Manager as full compensation
therefor a fee at the annual rate for each Portfolio as set forth on Schedule A.
This fee will be computed daily and will be paid to the Manager monthly. This
fee will be chargeable only to the applicable Portfolio, and no other series of
the Company shall be liable for the fee due and payable hereunder. The
Portfolios shall not be liable for any expense of any other series of the
Company.
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The Manager may from time to time agree not to impose all or a portion of
its fee otherwise payable under this Agreement and/or undertake to pay or
reimburse a Portfolio for all or a portion of its expenses not otherwise
required to be paid by or reimbursed by the Manager. Unless otherwise agreed,
any fee reduction or undertaking may be discontinued or modified by the Manager
at any time. For the month and year in which this Agreement becomes effective or
terminates, there will be an appropriate pro ration of any fee based on the
number of days that the Agreement is in effect during such month and year,
respectively.
ARTICLE VI. ADDITIONAL OBLIGATIONS OF THE PORTFOLIOS/COMPANY
A. Documents. The Company has delivered to the Manager copies of each of the
following documents and will deliver to it all future amendments and
supplements, if any:
1. Articles of Incorporation of the Company, as amended from time to time,
as filed with the Department of Assessments and Taxation of the State of
Maryland (such Articles of Incorporation, as in effect on the date hereof and as
amended from time to time, is herein called the "Articles of Incorporation");
2. By-Laws of the Company, as amended from time to time, (such By-Laws, as
in effect on the date hereof and as amended from time to time, are herein called
the "By-Laws");
3. Certified Resolutions of the Directors of the Company authorizing the
appointment of the Manager and approving the form of this Agreement;
4. 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 the Portfolios and the Portfolios' Shares and all
amendments thereto;
5. Notification of Registration of the Company under the 1940 Act on Form
N-8A as filed with the Commission and all amendments thereto; and
6. The form of Prospectus and Statement of Additional Information of the
Company pursuant to which the Portfolios' shares are offered for sale to the
public (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").
B. Company Materials. During the term of this Agreement, the Company agrees to
furnish the Manager at its principal office all prospectuses, proxy statements,
reports to shareholders, sales literature or other material prepared for
distribution to shareholders of the Portfolios or to the public, which refer to
the Manager in any way, prior to use thereof and, not to use such material if
the Manager reasonably objects in writing within five business days (or such
other time as may be mutually agreed) after receipt thereof. In the event of
termination of this Agreement, the Company will continue to furnish to the
Manager copies of any of the above-mentioned materials that refer in any way to
the Manager. The Company shall furnish or otherwise make available to the
Manager such other information relating to the business affairs of the
Portfolios as the Manager at any time, or from time to time, reasonably requests
in order to discharge its obligations hereunder.
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ARTICLE VII. LIMITATION OF LIABILITY OF MANAGER
A. Limitation of Liability of Manager.
1. As an inducement to the Manager undertaking to provide services to the
Company and each Portfolio pursuant to this Agreement, the Company and each
Portfolio agrees that the Manager will not be liable under this Agreement for
any error of judgment or mistake of law or for any loss suffered by the Company
or a Portfolio in connection with the matters to which this Agreement relates,
provided that nothing in this Agreement will be deemed to protect or purport to
protect the Manager against any liability to the Company, a Portfolio or its
shareholders to which the Manager would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of its reckless disregard of its obligations and duties
under this Agreement.
2. The rights of exculpation provided under this Section are not to be
construed so as to provide for exculpation of any person described in this
Section for any liability (including liability under U.S. federal securities
laws that, under certain circumstances, impose liability even on persons that
act in good faith) to the extent (but only to the extent) that exculpation would
be in violation of applicable law, but will be construed so as to effectuate the
applicable provisions of this Section to the maximum extent permitted by
applicable law.
ARTICLE IX. MISCELLANEOUS
A. Manager Personnel. The Manager 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 Manager under this Agreement may
be furnished through the medium of any of such directors, officers, or
employees. The Manager shall make its directors, officers and employees
available to attend Company Board meetings as may be reasonably requested by the
Board from time to time. The Manager shall prepare and provide such reports on
the funds and their operations as may be reasonably requested by the board from
time to time. The Manager shall implement Board-approved proxy voting policies
and procedures, and shall respond to corporate actions taken by issuers of the
Portfolio's portfolio holdings consistent with its fiduciary duty to the
Portfolios.
B. Duration and Termination. This Agreement shall continue in effect with
respect to the Portfolios for a period of more than two years from the date
hereof following shareholder approval, as necessary, and thereafter only so long
as such continuance is specifically approved at least annually with respect to
the Portfolios in conformity with the requirements of the 1940 Act and the Rules
thereunder and any applicable SEC or SEC staff guidance or interpretation. This
Agreement shall continue in effect with respect to the Portfolios for a period
of more than one year from the date hereof in circumstances when shareholder
approval is not required, and thereafter only so long as such continuance is
specifically approved at least annually with respect to the Portfolios in
conformity with the requirements of the 1940 Act and the Rules thereunder and
any applicable SEC or SEC staff guidance or interpretation. However, this
Agreement may be terminated with respect to the Portfolios at any time, without
the payment of any penalty, by the Directors of the Company or by vote of a
majority of the outstanding voting securities (as
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defined in the 0000 Xxx) of the Portfolios, or by the Manager at any time,
without the payment of any penalty, on not more than 60 days' nor less than 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).
C. Additional Series. In the event the Company establishes one or more
Portfolios after the effective date of this Agreement, such Portfolios will
become Portfolios under this Agreement upon approval of this Agreement by the
Board of Directors with respect to the Portfolios and the execution of an
amended Schedule A reflecting the Portfolios.
D. Independent Contractor. Except as otherwise provided herein or authorized by
the Board of the Company from time to time, the Manager shall for all purposes
herein be deemed to be an independent contractor and shall have no authority to
act for or represent the Portfolios or the Company in any way or otherwise be
deemed an agent of the Portfolios or the Company.
E. Amendment. This Agreement may be amended in writing by mutual consent, but
the consent of the Portfolios, if required, must be obtained in conformity with
the requirements of the 1940 Act and the Rules thereunder.
F. 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 Manager at NYLIM Center, 000 Xxxxxxxxxx
Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, Attention: Secretary; or (2) to the
Company at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: President.
G. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
H. Use of Name. The Portfolios may use any name including the word MainStay only
for so long as this Agreement or any other agreement between the Managers or any
other affiliate of New York Life Insurance Company and the Company or any
extension, renewal or amendment thereof remains in effect, including any similar
agreement with any organization which shall have succeeded to the Manager's
business as investment adviser and/or administrator. At such time as such an
agreement shall no longer be in effect, each Portfolio will (to the extent that
it lawfully can) cease to use such name or any other name indicating that it is
advised by or otherwise connected with the Manager or any organization that
shall have so succeeded to its respective business.
I. Captions and Headings. 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.
J. Severability. 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.
K. Interpretation of Law. As used in this Agreement, terms shall have the same
meaning as such terms have in the 1940 Act. Where the effect of a requirement of
the federal securities laws
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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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the 15th day of December,
2007. This Agreement may be signed in counterpart.
MAINSTAY VP SERIES FUND, INC. NEW YORK LIFE INVESTMENT MANAGEMENT LLC
By: By:
--------------------------------- ------------------------------------
Name: Xxxxxxx X. Xxxxxx Name:
Title: President ----------------------------------
Title:
---------------------------------
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SCHEDULE A
For all services rendered by the Manager hereunder, the below named Portfolio of
the Company shall pay the Manager and the Manager agrees to accept as full
compensation for all services rendered hereunder, at annual fee equal to the
following:
PORTFOLIO ANNUAL RATE(1)
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Balanced Portfolio 0.75%(2)
Bond Portfolio 0.50%(3)
Capital Appreciation Portfolio 0.61%(4)
Cash Management Portfolio 0.45%(5)
Common Stock Portfolio 0.55%(6)
Conservative Allocation 0.00%
Convertible Portfolio 0.60%(7)
Developing Growth Portfolio 0.80%(8)
Floating Rate Portfolio 0.60%
Government Portfolio 0.50%(9)
Growth Allocation Portfolio 0.00%
High Yield Corporate Bond Portfolio 0.57%(10)
ICAP Select Equity Portfolio 0.80%(11)
International Equity Portfolio 0.89%(12)
Large Cap Growth Portfolio 0.75%(13)
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(1) Of each Portfolio's average daily net assets.
(2) As of May 1, 2008, contractual fee breakpoints as follows: 0.75% on assets
up to $1 billion; and 0.70% on assets over $1 billion.
(3) As of May 1, 2008, contractual fee breakpoints as follows: 0.50% on assets
up to $500 million; 0475% on assets from $500 million to $1 billion; and
0.45% on assets over $1 billion.
(4) As of May 1, 2008, contractual fee breakpoints as follows: 0.61% on assets
up to $1 billion; and 0.50% on assets over $1 billion.
(5) As of May 1, 2008, contractual fee breakpoints as follows: 0.45% on assets
up to $500 million; 0.40% on assets from $500 million to $1 billion; and
0.35% on assets over $1 billion.
(6) As of May 1, 2008, contractual fee breakpoints as follows: 0.55% on assets
up to $500 million; 0.525% on assets from $500 million to $1 billion; and
0.50% on assets over $1 billion.
(7) As of May 1, 2008, contractual fee breakpoints as follows: 0.60% on assets
up to $1 billion; and 0.50% on assets over $1 billion.
(8) As of May 1, 2008, contractual fee breakpoints as follows: 0.80% on assets
up to $200 million; 0.75% o n assets from $200 million to $500 million;
0.725% on assets from $500 million to $1 billion; and 0.70% on assets over
$1 billion.
(9) As of May 1, 2008, contractual fee breakpoints as follows: 0.50% on assets
up to $500 million; 0.475% on assets from $500 million to $1 billion; and
0.45% on assets over $1 billion.
(10) As of May 1, 2008, contractual fee breakpoints as follows: 0.57% on assets
up to $1 billion; 0.55% on assets from $1 billion to $5 billion; and 0.525%
on assets over $5 billion.
(11) As of May 1, 2008, contractual fee breakpoints as follows: 0.80% on assets
up to $250 million; 0.75% on assets from $250 million to $1 billion; and
0.74% on assets over $1 billion.
(12) As of May 1, 2008, contractual fee breakpoints as follows: 0.89% on assets
up to $500 million; and 0.85% on assets over $500 million.
(13) As of May 1, 2008, contractual fee breakpoints as follows: 0.75% on assets
up to $500 million; 0.725% on assets from $500 million to $1 billion; and
0.70% on assets over $1 billion.
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PORTFOLIO ANNUAL RATE(1)
--------- --------------
Mid Cap Core Portfolio 0.85%(14)
Mid Cap Growth Portfolio 0.75%(15)
Mid Cap Value Portfolio 0.70%(16)
Moderate Allocation Portfolio 0.00%
Moderate Growth Allocation Portfolio 0.00%
S&P 500 Index Portfolio 0.30%(17)
Small Cap Growth Portfolio 0.90%(18)
Total Return Portfolio 0.57%(19)
----------
(14) As of May 1, 2008, contractual fee breakpoints as follows: 0.85% on assets
up to $1 billion; and 0.80% on assets over $1 billion.
(15) As of May 1, 2008, contractual fee breakpoints as follows: 0.75% on assets
up to $500 million; and 0.70% on assets over $500 million.
(16) As of May 1, 2008, contractual fee breakpoints as follows: 0.70% on assets
up to $500 million; and 0.65% on assets over $500 million.
(17) As of May 1, 2008, contractual fee breakpoints as follows: 0.30% on assets
up to $1 billion; 0.275% on assets from $1 billion to $2 billion; 0.265% on
assets from $2 billion to $3 billion; and 0.25% on assets over $3 billion.
(18) As of May 1, 2008, contractual fee breakpoints as follows: 0.90% on assets
up to $1 billion; and 0.85% on assets over $1 billion.
(19) As of May 1, 2008, contractual fee breakpoints as follows: 0.57% on assets
up to $1 billion; and 0.55% o n assets over $1 billion.
13
