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EXHIBIT (d)(5)(a)
SUBSTITUTION AGREEMENT
AGREEMENT, made this ________ day of _____________, 2001, by and
among New York Life Insurance Company ("New York Life"), American Century
Investment Management, Inc. ("American Century") 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";
WHEREAS, American Century serves as an investment subadvisor to
MainStay VP pursuant to a Sub-Advisory Agreement between American Century,
MainStay VP and New York Life, dated May 1, 1998, as amended on October 1, 1999,
(the "Sub-Advisory 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 American Century Income & Growth
Portfolio (the "Portfolio"), New York Life wishes to substitute NYLIM in place
of New York Life, as a party to the Sub-Advisory Agreement;
WHEREAS, New York Life has represented to the Directors of MainStay
VP that: (i) advisory and other personnel currently servicing the Portfolio will
not change as a result of the substitution; (ii) NYLIM will have the resources
to meet its obligations to MainStay VP and the Portfolio, respectively; (iii)
that the investment process that will be used by NYLIM with respect to the
Portfolio 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, American Century agrees to the
substitution of NYLIM as a party to the Sub-Advisory 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 Sub-Advisory Agreement.
II. Performance of Duties. NYLIM hereby assumes and agrees to
perform all of New York Life's duties and obligations under the Sub-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
Sub-Advisory Agreement from services rendered prior to the effective date of
this
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Substitution Agreement 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 Sub-Advisory 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 Sub-Advisory Agreement in place of New York Life shall not result
in an "assignment" of the Sub-Advisory Agreement as that term is defined in the
Act or the Advisers Act.
IV. Consents. American Century hereby consents to this assumption by
NYLIM of the interest, rights and responsibilities of New York Life under the
Sub-Advisory 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 obligation under such agreement after the effective date described above.
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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.
American Century Investment Management, Inc.
By:_______________________________________
Name:
Title:
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