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EXHIBIT (d)(4)(a)
SUBSTITUTION AGREEMENT
AGREEMENT, made this ________ day of _____________, 2001, by and
among New York Life Insurance Company ("New York Life"), MainStay VP Series
Fund, Inc. ("MainStay VP") and New York Life Investment Management LLC
("NYLIM").
WHEREAS, 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";
WHEREAS, New York Life serves as an investment advisor to MainStay
VP with regard to the American Century Income & Growth Portfolio, the Dreyfus
Large Company Value Portfolio, the Eagle Asset Management Growth Equity
Portfolio and the Lord Xxxxxx Developing Growth Portfolio (collectively, the
"Portfolios") pursuant to a Master Investment Advisory Agreement between
MainStay VP and New York Life dated December 15, 1995 (the "Agreement");
WHEREAS, NYLIM was validly organized under the laws of the State of
Delaware to succeed to the investment advisory business of New York Life;
WHEREAS, with respect to the Portfolios, New York Life wishes to
substitute NYLIM in place of New York Life, as a party to the Agreement;
WHEREAS, New York Life 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 New York Life; 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; and
WHEREAS, under these circumstances, MainStay VP agrees to the
substitution of NYLIM as a party to the Agreement in place of New York Life.
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
New York Life under the Agreement.
II. Performance of Duties. NYLIM hereby assumes and agrees to
perform all of New York Life'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
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unless otherwise agreed by NYLIM; and nothing in this Substitution Agreement
shall make New York Life 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 New York Life.
III. Representations. NYLIM represents and warrants that it is
registered as an investment adviser under the Investment Advisers Act of 1940
("Advisers Act"). New York Life 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 Agreement in place of New York Life shall not result in an
"assignment" of the Agreement as that term is defined in the Act or the Advisers
Act.
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IN WITNESS WHEREOF, the parties hereto have caused this Substitution
Agreement to be executed by their duly authorized officers hereunto daily
attested as of the date and year first written above.
MainStay VP Series Fund, Inc.
By:_______________________________________
Name:
Title:
New York Life Insurance Company
By:______________________________________
Name:
Title:
New York Life Investment Management LLC
By:_______________________________________
Name:
Title:
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