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EXHIBIT (d)(9)
SUB-ADVISORY AGREEMENT
Agreement made as of _________, 200__ (the "Agreement") between New
York Life Investment Management LLC, a Delaware limited liability company (the
"Investment Adviser"), and MacKay Xxxxxxx LLC, a Delaware limited liability
company (the "Sub-Adviser").
WHEREAS, the Investment Adviser has entered into a Master Investment
Advisory Agreement, dated December 15, 1996 (the "Management Agreement") with
The MainStay VP Series Fund, Inc. (the "Fund"), an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), on behalf of certain of its series (each, a
"Portfolio," and collectively, the "Portfolios") as set forth in Schedule A, as
amended from time to time;
WHEREAS, under the Management Agreement, the Investment Adviser has
agreed to provide certain investment advisory and related administrative
services to each Portfolio,
WHEREAS, the Management Agreement permits the Investment Adviser to
delegate certain of its investment advisory duties under the Management
Agreement to a sub-adviser; and
WHEREAS, the Investment Adviser desires to retain the Sub-Adviser to
furnish certain investment advisory services with respect to each Portfolio and
the Sub-Adviser is willing to furnish such services;
NOW, THEREFORE, the parties agree as follows:
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1. Appointment. The Investment Adviser hereby appoints the Sub-Adviser
as an investment subadviser with respect to each Portfolio for the
period and on the terms set forth in this Agreement. The Sub-Adviser
accepts that appointment and agrees to render the services herein
set forth, for the compensation herein provided.
2. Duties as Sub-Adviser. Subject to the supervision of the Board of
Directors of the Fund and the Investment Adviser, the Sub-Adviser
shall manage the investment 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 each Portfolio, as specified in the currently effective
Prospectus (as hereinafter defined) and subject to the following
understandings:
(a) The Sub-Adviser shall provide supervision of each Portfolio's
investments and determine from time to time what investments or securities will
be purchased, retained, sold or lent by each Portfolio, and what portion of each
Portfolio's assets will be invested or held uninvested as cash.
(b) The Sub-Adviser shall use its best judgment in the performance of
its duties under this Agreement.
(c) The Sub-Adviser, in the performance of its duties and obligations
under this Agreement, shall act in conformity with the Articles of
Incorporation, By-Laws and Prospectus (each as hereinafter defined) of the Fund
and with the instructions and directions of the Board of Directors and the
Investment Adviser and will conform to and comply with the requirements of the
1940 Act and all other applicable federal and state laws and regulations.
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(d) The Sub-Adviser shall determine the securities to be purchased or
sold by each Portfolio and 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
Fund's Registration Statement and Prospectus (each as hereinafter defined) or as
the Board of Directors may direct from time to time. It is recognized that, in
providing a Portfolio with investment supervision or the placing of orders for
portfolio transactions, the Sub-Adviser will give primary consideration to
securing the most favorable price and efficient execution. Consistent with this
policy, the Sub-Adviser 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 Sub-Adviser may be a party. It is understood that none of
the Portfolios, the Fund, the Investment Adviser nor the Sub-Adviser has adopted
a formula for allocation of a Portfolio's investment transaction business. It is
also understood that it is desirable for each Portfolio that the Sub-Adviser
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 a Portfolio than may result when allocating
brokerage to other brokers on the basis of seeking the most favorable price and
efficient execution. Therefore, the Sub-Adviser is authorized to place orders
for the purchase and sale of securities for each Portfolio with such certain
brokers, subject to review by the Fund's Board of 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 Sub-Adviser in
connection with its services to other clients.
On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of one or more of the Portfolios as well as
other clients, the Sub-Adviser, 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 Sub-Adviser in the manner it considers to be
the most equitable and consistent with its fiduciary obligations to the
Portfolios and to such other clients.
(e) The Sub-Adviser shall maintain all books and records with respect to
the Portfolio's 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 and shall render to the Investment Adviser and to the Fund's
Directors such periodic and special reports as the Investment Adviser or the
Directors may reasonably request.
(f) The Sub-Adviser shall provide each Portfolio's Custodian on each
business day with information relating to the execution of all portfolio
transactions pursuant to standing instructions.
3. Sub-Adviser Personnel. The Sub-Adviser shall authorize and permit
any of its directors, officers and employees who may be elected or
appointed as Directors or officers of the Fund to serve in the
capacities in which they are elected or appointed. Services to be
furnished by the Sub-Adviser under this Agreement
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may be furnished through the medium of any of such directors,
officers, or employees.
4. Books and Records. The-Sub-Adviser shall keep the Portfolios' books
and records required to be maintained by it, pursuant to paragraph 2
hereof. The Sub-Adviser agrees that all records which it maintains
for a Portfolio are the property of that Portfolio, and it will
surrender promptly to that Portfolio any of such records upon the
Portfolio's request. The Sub-Adviser 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
Sub-Adviser pursuant to paragraph 2 hereof.
5. Services Not Exclusive. The services furnished by the Sub-Adviser
hereunder are not to be deemed exclusive and the Sub-Adviser shall
be free to furnish similar or different services to others so long
as its services under this Agreement are not impaired thereby.
6. Documents. The Investment Adviser has delivered to the Sub-Adviser
copies of each of the following documents and will deliver to it all
future amendments and supplements, if any:
(a) Articles of Incorporation of the Fund, filed with the Secretary of
The State of Maryland (such Articles, as in effect on the date hereof and as
amended from time to time, are herein called the "Articles");
(b) By-Laws of the Fund (such By-Laws, as in effect on the date hereof
and as amended from time to time, are herein called the "By-Laws");
(c) Certified Resolutions of the Board of Directors of the Fund
authorizing the appointment of the Sub-Adviser and approving the form of this
Agreement;
(d) Written Instrument to Establish and Designate Separate Series of
Shares;
(e) 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 each Portfolio and each Portfolio's Shares and all
amendments thereto;
(f) Notification of Registration of the Fund under the 1940 Act on Form
N-8A as filed with the Commission and all amendments thereto; and
(g) Each Prospectus and Statement of Additional Information of the Fund
(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").
7. Expense. During the term of this Agreement, the Sub-Adviser will
bear all expenses incurred by it in connection with its services
under this Agreement. The
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Sub-Adviser shall not be responsible for any expenses incurred by
the Fund, any Portfolio or the Investment Adviser.
8. Compensation. For the services provided and the expenses assumed by
the Sub-Adviser pursuant to this Agreement, the Investment Adviser,
not the Fund or any Portfolio, will pay to the Sub-Adviser a fee,
computed daily and payable monthly, at an annual rate , as set forth
opposite each Portfolio's name on Schedule A, of the average daily
net assets of the Portfolio.
9. Standard of Care. Subject to the applicable law, the Sub-Adviser
shall not be liable for any error of judgment or for any loss
suffered by a Portfolio in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance,
bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and
duties under this Agreement.
10. Duration and Termination. This Agreement shall continue in effect
for a period of more than two years from the date hereof only so
long as such continuance is specifically approved at least annually
with respect to each Portfolio in conformity with the requirements
of the 1940 Act and the Rules thereunder. Notwithstanding the
foregoing, this Agreement may be terminated: (a) with respect to any
Portfolio at any time without penalty upon the vote of a majority of
the Fund's Directors or by vote of the majority of the Portfolio's
outstanding voting securities, upon sixty (60) days' written notice
to the Sub-Adviser, (b) by the Investment Adviser at any time
without penalty upon sixty (60) days' written notice to the
Sub-Adviser or immediately upon material breach by the Sub-Adviser
or immediately if, in the reasonable judgment of the Investment
Adviser, the Sub-Adviser becomes unable to discharge its duties and
obligations under this Agreement, or (c) by the Sub-Adviser at any
time without penalty, upon sixty (60) days' written notice to each
applicable Portfolio. This Subadvisory Agreement will also terminate
automatically in the event of its assignment (as defined in the 0000
Xxx) or the assignment or termination of the Management Agreement.
11. Other Business. Nothing in this Agreement shall limit or restrict
the right of any of the Sub-Advisers directors, officers, or
employees who may also be a Director, officer, or employee of the
Fund to engage in any other business or to devote his or her time
and attention in part to the management or other aspects of any
business, whether of a similar or dissimilar nature, nor limit or
restrict the Sub-Adviser's right to engage in any other business or
to render services of any kind to any other corporation, Fund, firm,
individual or association.
12. Amendment. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought. No material amendment of
this Agreement shall be effective until approved (i) by a vote of a
majority of those Directors of the Fund who are not parties to this
Agreement or interested persons of any such party, and
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(ii) by a vote of a majority of the relevant Portfolio's outstanding
voting securities (unless in the case of (ii), the Fund receives a
Commission order or no-action letter permitting it to modify the
Agreement without such vote).
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
14. 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 Investment
Adviser at Xxxxxx Corporate Center 1, Building A, 000 Xxxxxxxxx
Xxxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000; or (2) to the Sub-Adviser at
0 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000.
15. Miscellaneous. 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. 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. As used
in this Agreement, the terms "majority of the outstanding voting
securities," "affiliated person," "interested person," "assignment,"
"broker," "investment adviser," "net assets," "sale," "sell" and
"security" shall have the same meaning as such terms have in the
1940 Act. Where the effect of a requirement of the federal
securities laws 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.
This Agreement may be signed in counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their officers designated below as of the day and year first
above written.
NEW YORK LIFE INVESTMENT MANAGEMENT LLC
By: ___________________________________
Name:
Title:
MACKAY XXXXXXX LLC
By: ____________________________________
Name:
Title:
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SCHEDULE A
PORTFOLIO ANNUAL RATE*
Capital Appreciation Portfolio 0.36%
Total Return Portfolio 0.32%
Government Portfolio 0.30%
Cash Management Portfolio 0.25%
High Yield Corporate Bond Portfolio 0.30%
International Equity Portfolio 0.60%
Value Portfolio 0.36%
Convertible Portfolio 0.36%
* of each Portfolio's average daily net assets
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