EXHIBIT (d)(3)(a)
SUBSTITUTION AGREEMENT
AGREEMENT, made this 22nd day of December, 2000, between Madison Square
Advisors LLC ("Madison") and New York Life Investment Management LLC ("NYLIM").
WHEREAS, Mainstay VP Series Fund, Inc. ("MainStay VP") is registered with
the Securities and Exchange Commission as an open-end management investment
company under the Investment Company Act of 1940, as amended ("Act"), and
MainStay VP issues shares in several different series, each of which is known as
a "portfolio"; and
WHEREAS, Madison serves as an investment adviser to MainStay VP pursuant
to a Substitution Agreement by and among Madison, New York Life Insurance
Company and MainStay VP dated May 1, 1999 (amended October 1, 1999) (the
"Advisory Agreement"); and
WHEREAS, NYLIM was validly organized under the laws of the State of
Delaware to succeed to the investment advisory business of New York Life
Insurance Company and certain other affiliates; and
WHEREAS, with respect to the Bond and Growth Equity portfolios of MainStay
VP (the "Portfolios"), Madison wishes to substitute NYLIM in place of Madison,
as a party to the Advisory Agreement; and
WHEREAS, Madison has represented to the Directors of MainStay VP that: (i)
advisory and other personnel currently servicing the Portfolios will not change
as a result of the substitution; (ii) NYLIM will have the resources to meet its
obligations to MainStay VP and the Portfolios, respectively; (iii) that the
investment process that will be used by NYLIM with respect to the Portfolios is
identical to that used by Madison; and (iv) that the substitution will not
result in a change in actual control or management within the meaning of Rule
2a-6 of the Act;
NOW THEREFORE, it is agreed as follows:
I. Substitution of Party. Effective as of the date first written
above, NYLIM hereby assumes all of the interest, rights and responsibilities of
Madison under the Advisory Agreement.
II. Performance of Duties. NYLIM hereby assumes and agrees to
perform all of Madison's duties and obligations under the Advisory Agreement and
to be subject to all of the terms and conditions of such agreements as if they
applied to NYLIM. Nothing in this Substitution Agreement shall make NYLIM
responsible for any claim or demand arising under the Advisory Agreement from
services rendered prior to the effective date of this Substitution Agreement
unless otherwise agreed by NYLIM; and nothing in this Substitution Agreement
shall
make Madison responsible for any claim or demand arising under the Advisory
Agreement from services rendered after the effective date of this Substitution
Agreement unless otherwise agreed by Madison.
III. Representations. NYLIM represents and warrants that it is
registered as an investment adviser under the Investment Advisers Act of 1940
("Advisers Act"). Madison and NYLIM each represent and warrant that they are
under the same control and management, and that substitution of NYLIM as a party
to the Advisory Agreement in place of Madison shall not result in an
"assignment" of the Advisory Agreement as that term is defined in the Act or the
Advisers Act.
IN WITNESS WHEREOF, the parties hereto have caused this Substitution
Agreement to be executed by their duly authorized officers hereunto daily
attested as of the date and year first written above.
Madison Square Advisors LLC
By: _____________________________________
Xxxxxx X. Xxxxxxxx
Managing Director
New York Life Investment Management LLC
By: _____________________________________
Xxxx X. Xxxxxxxxx
Chairman and Chief Executive Officer
