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EXHIBIT (d)(3)(a)
SUBSTITUTION AGREEMENT
AGREEMENT, made this ________ day of _____________, 2000, between
Madison Square Advisors LLC ("Madison") and New York Life Investment Management
Company 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 Master Investment Advisory Agreement between MainStay VP and
Madison dated December 15, 1996 (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; 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.
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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.
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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.
Madison Square Advisors LLC
By:_______________________________________
Name:
Title:
New York Life Investment Management LLC
By:_______________________________________
Name:
Title:
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