MAINSTAY VP FUNDS TRUST
Exhibit (d)(6)(b)
THIS ASSUMPTION AGREEMENT (the “Agreement”) is made as of this 31st day of August, 2021, by and between Mellon Investments Corporation, a Delaware corporation (“Mellon”), and Xxxxxx Investment Management North America, LLC (“Xxxxxx”).
W I T N E S S E T H T H A T:
WHEREAS, MainStay VP Funds Trust, a Delaware statutory trust (the “Trust”), is a registered open-end investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, New York Life Investment Management, LLC, a Delaware limited liability company (“New York Life Investments”), and the Trust are parties to an Amended and Restated Management Agreement, dated May 1, 2015, as amended to date, with respect to the Trust’s separate investment series; and
WHEREAS, Mellon has previously entered into a subadvisory agreement with New York Life Investments, dated November 30, 2018, as amended on May 1, 2021 (collectively, the “Mellon Subadvisory Agreement”), pursuant to which Mellon has served as subadvisor to the MainStay VP Natural Resources Portfolio, a series of the Trust (the “Portfolio”); and
WHEREAS, Mellon and Xxxxxx intend that Xxxxxx act as subadvisor to the Portfolio pursuant to the Mellon Subadvisory Agreement; and
WHEREAS, Xxxxxx and Xxxxxx are deemed to be affiliates of one another for purposes of the 1940 Act due to the fact that they are under the common control of The Bank of New York Mellon Corporation.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:
1. Xxxxxx hereby assumes all rights and obligations of Mellon under the Mellon Subadvisory Agreement and accepts the responsibilities and agrees to perform all such services required in connection with the Portfolio.
2. Mellon and Xxxxxx hereby represent that after the assumption referred to above: (a) the management personnel responsible for providing subadvisory services to the Portfolio under the Mellon Subadvisory Agreement, including the portfolio managers and the supervisory personnel, will provide the same services for the Portfolio; and (b) Mellon and Xxxxxx will remain under common control of The Bank of New York Mellon Corporation. Consequently, Mellon and Xxxxxx hereby represent that the assumption contemplated hereunder is being made in reliance upon Rule 2a-6 under the 1940 Act because it does not involve a change in actual control or actual management with respect to the subadvisor for the Portfolio..
3. Mellon and Xxxxxx represent and warrant that: (i) all actions required of Mellon and Xxxxxx for Xxxxxx to assume Mellon’s duties and obligations under the Mellon Subadvisory Agreement with respect to the provision of subadvisory services to the Portfolio has been taken; and (ii) this Agreement creates a valid and binding agreement enforceable against Mellon and Xxxxxx in accordance with its terms.
3. Xxxxxx represents and warrants that: (i) Xxxxxx is registered as an investment adviser with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended, and its registration is currently in full force and effect; and (ii) Xxxxxx is capable and is legally empowered to assume the duties and obligations being assigned to it hereunder and to act as a subadvisor to the Portfolio.
5. New York Life Investments does not object to actions taken and to be taken under this Agreement and consents to any and all requisite corresponding updates to the Mellon Subadvisory Agreement contemplated hereunder.
6. This Agreement shall be governed by and enforced in accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, New York Life Investments, Mellon and Xxxxxx have caused this Agreement to be executed by their duly authorized officers and attested effective as of the day and year first above written.
Mellon Investments Corporation
By: /s/ Xxxxxxx Germano______________
Name: Xxxxxxx Xxxxxxx __
Title: COO_________________________
Xxxxxx Investment Management North America, LLC
By: /s/ Xxxxxxx Germano______________
Name: Xxxxxxx Xxxxxxx __
Title: CEO_________________________
Acknowledged and Accepted by:
New York Life Investment Management, LLC
By: /s/ Yie-Xxxx Xxxx
Name: Yie-Xxxx Xxxx
Title: Chief Executive Officer
