FORM N-SAR MAINSTAY VP SERIES FUND, INC. For Period Ended 6/30/08 RESTATEMENT OF MANAGEMENT AGREEMENT
FORM
N-SAR
Exhibit
77Q(e)
MAINSTAY
VP SERIES FUND, INC.
811-03833
For
Period Ended 6/30/08
RESTATEMENT
OF MANAGEMENT AGREEMENT
This
Restatement of Management Agreement is hereby made as of the 1st
day of
May, 2008 (the “Agreement”) between MainStay VP Series Fund, Inc. (the
“Company”), further amended from time to time, on behalf of its series as set
forth on Schedule A (each, a “Portfolio,” and collectively, the “Portfolios”)
and New York Life Investment Management LLC, a Delaware limited liability
company (“NYLIM” or the “Manager”).
W
I T N E
S S E T H:
WHEREAS,
the Company is an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS,
the shares of common stock of the Company (the “Shares”) are divided into
separate series, each of which is established by resolution of the Board of
Directors of the Company and the Directors may from time to time terminate
such
series or establish and terminate additional series; and
WHEREAS,
the Manager is engaged in rendering investment management services and is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended (the “Advisers Act”); and
WHEREAS,
the Company desires to retain the Manager to provide investment advisory and
related administrative services to each of the Funds, and the Manager is willing
to provide or procure such services on the terms and conditions hereinafter
set
forth; and
WHEREAS,
the Company entered into an Investment Advisory Agreement and Administrative
Services Agreement, each dated as of December 15, 1996 (the “Prior Agreements”);
and
WHEREAS,
the parties hereto now desire to amend and restate the Prior Agreements to
reflect the effective date of the Agreement and the revised fee schedule;
and
WHEREAS,
this Agreement restates, in its entirety, the Prior Agreements; and
WHEREAS,
the parties to this Agreement acknowledge that the Agreement is not intended
to
materially change the services provided under the Prior Agreements;
NOW,
THEREFORE, the parties agree as follows:
ARTICLE
I. APPOINTMENT
A.
Appointment. The Company hereby appoints NYLIM to act as Manager to the
Portfolios for the period and on the terms set forth in this Agreement. The
Manager accepts such appointment and agrees to provide the advisory and
administrative services herein described, for the compensation herein
provided.
ARTICLE
II. ADVISORY SERVICES
A. Advisory
Duties of Manager. Subject to the supervision of the Board of
Directors (the “Board”) of the Company, the Manager shall manage all aspects of
the advisory 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 the Portfolio, as stated in the currently effective Prospectus
(as hereinafter defined); in conformity with the Articles of Incorporation
and
By-Laws (each as hereinafter defined) of the Company; under the instructions
and
directions of the Directors of the Company; and in accordance with the
applicable provisions of the 1940 Act and the rules and regulations thereunder,
the provisions of the Internal Revenue Code of 1986, as amended (the “Code”),
relating to regulated investment companies and all rules and regulations
thereunder, and all other applicable federal and state laws and
regulations. In connection with the services provided under this
Agreement, the Manager will use its best efforts to manage each Portfolio so
that it will qualify as a regulated investment company under Subchapter M of
the
Code and regulations issued thereunder, and will comply with the diversification
requirements of Section 817(h) of the Code and the regulations issued
thereunder, and any other rules and regulations applicable to investment
vehicles underlying variable annuity contracts or variable life insurance
policies. In managing each Portfolio in accordance with the
requirements set out in this Section, the Manager will be entitled to receive
and act upon advice of counsel for the Company or a Portfolio.
1. Portfolio
Management. The Manager will determine the securities and other
instruments to be purchased, sold or entered into by each Portfolio and place
orders with broker-dealers, foreign currency dealers, futures commission
merchants or others pursuant to the Manager’s determinations and all in
accordance with each Portfolio’s policies as set out in the Prospectus of the
Portfolio or as adopted by the Board of Directors and disclosed to the
Manager. The Manager will determine what portion of each Portfolio's
portfolio will be invested in securities and other assets and what portion,
if
any, should be held uninvested in cash or cash equivalents. Each
Portfolio will have the benefit of the investment analysis and research, the
review of current economic conditions and trends and the consideration of
long-range investment policy generally available to the Manager’s investment
advisory clients.
2. Selection
of Brokers. Subject to the policies established by, and any direction
from, the Company’s Board, the Manager will be responsible for selecting the
brokers or dealers that will execute the purchases and sales for a Portfolio.
The Manager 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 Company’s
Registration Statement or as the Board may direct from time to
time. It is recognized that, in providing the Portfolios with
investment supervision or the placing of orders for portfolio transactions,
the
Manager will give primary consideration to securing the most favorable price
and
efficient execution. Consistent with this policy, the Manager 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 Manager
may be a party. It is understood that neither the Portfolios, the
Company nor the Manager has adopted a formula for allocation of the Portfolios’
investment transaction business. It is also understood that it is
desirable for the Portfolios that the Manager 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
the
Portfolios than may result when allocating brokerage to other brokers on the
basis of seeking the most favorable price and efficient
execution. Therefore, the Manager or any subadvisor is authorized to
place orders for the purchase and sale of securities for the Portfolios with
such certain brokers, subject to review by the Company’s 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
Manager or any subadvisor in connection with its services to other
clients.
Subject
to the foregoing, it is understood that the Manager will not be deemed to have
acted unlawfully, or to have breached a fiduciary duty to the Company or be
in
breach of any obligation owing to the Company under this Agreement, or
otherwise, solely by reason of its having directed a securities transaction
on
behalf of a Portfolio to a broker-dealer in compliance with the provisions
of
Section 28(e) of the Securities Exchange Act of 1934, and the rules and
interpretations of the Securities and Exchange Commission thereunder, or as
otherwise permitted from time to time by a Portfolio’s Prospectus.
On
occasions when the Manager deems the purchase or sale of a security to be in
the
best interest of the Portfolios as well as other clients, the Manager, 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
Manager in the manner it considers to be the most equitable and consistent
with
its fiduciary obligations to the Portfolios and to such other clients.
3. Delegation
of Investment Advisory Services. Subject to the prior approval of a
majority of the members of the Board, including a majority of the Board who
are
not “interested persons”, and, to the extent required by applicable law, by the
shareholders of a Portfolio, the Manager may, through a subadvisory agreement
or
other arrangement, delegate to a subadvisor any of the duties enumerated in
this
Agreement, including the management of all or a portion of the assets being
managed. Subject to the prior approval of a majority of the members
of the Board, including a majority of the Board who are not “interested
persons”, and, to the extent required by applicable law, by the shareholders of
a Portfolio, the Manager may adjust such duties, the portion of assets being
managed, and the fees to be paid by the Manager; provided, that in each case
the
Manager will continue to oversee the services provided by such company or
employees and any such delegation will not relieve the Manager of any of its
obligations under this Agreement.
The
Company and Manager understand and agree that the Manager may manage a Portfolio
in a “manager-of-managers” style with either a single or multiple subadvisors,
which contemplates that the Manager will, among other things and pursuant to
an
Order issued by the Securities and Exchange Commission (“SEC”): (i) continually
evaluate the performance of each Subadvisor to a Portfolio, if applicable,
through quantitative and qualitative analysis and consultations with such
Subadvisor; (ii) periodically make recommendations to the Board as to whether
the contract with one or more Subadvisors should be renewed, modified, or
terminated; and (iii) periodically report to the Board regarding the results
of
its evaluation and monitoring functions. The Company recognizes that
a Subadvisor’s services may be terminated or modified pursuant to the
“manager-of-managers” process, and that the Manager may appoint a new Subadvisor
for a Subadvisor that is so removed.
4. Instructions
to Custodian. The Manager or any subadvisor shall provide the
Company’s Custodian on each business day with information relating to the
execution of all portfolio transactions pursuant to standing
instructions.
5.
Valuation.
The Manager will provide assistance to the Board in valuing the securities
and
other instruments held by each Portfolio, to the extent reasonably required
by
such valuation policies and procedures as may be adopted by each
Portfolio.
B. Books
and
Records. The Manager 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 Manager. The Manager shall render to the
Company’s Directors such periodic and special reports as the Directors may
reasonably request.
C. Advisory
Services Not Exclusive. The Manager’s services to the Company and
each Portfolio pursuant to this Agreement are not exclusive and it is understood
that the Manager may render investment advice, management and services to other
persons (including other investment companies) and engage in other activities,
so long as its services under this Agreement are not impaired by such other
activities. It is understood and agreed that officers or directors
are not prohibited from engaging in any other business activity or from
rendering services to any other person, or from serving as partners, officers,
trustees or directors of any other firm, trust or corporation, including other
investment companies. Whenever a Portfolio and one or more other
accounts or investment companies advised by the Manager have available funds
for
investment, investments suitable and appropriate for each will be allocated
in
accordance with procedures believed by the Manager to be equitable to each
entity over time. Similarly, opportunities to sell securities will be
allocated in a manner believed by the Manager to be equitable to each entity
over time. The Company and each Portfolio recognize that in some
cases this procedure may adversely affect the size of the position that may
be
acquired or disposed of for a Portfolio.
ARTICLE
III. ADMINISTRATIVE SERVICES
A. Administrative
Duties of Manager. The Manager
shall (i) furnish the Funds with office facilities; (ii) be responsible for
the
financial and accounting records required to be maintained by the Funds
(excluding those being maintained by the Funds’ Custodian and Transfer Agent
except as to which the Manager has supervisory functions) and other than those
being maintained by the Funds’ subadvisor, if any; and (iii) furnish the Funds
with board materials, ordinary clerical, bookkeeping and recordkeeping services
at such office facilities, and such other services as the parties may
agree.
The
Manager will also monitor each
Portfolio’s compliance with its investment and tax guidelines and other
compliance policies.
1. Instructions
to Custodian. The
Manager or any subadministrator shall provide the Company’s Custodian on each
business day with information relating to the execution of all portfolio
transactions pursuant to standing instructions.
2. Books
and
Records. The Manager shall keep the Portfolios’ books and records
required to be maintained by it. The Manager agrees that all records
which it maintains for the Portfolios are the property of the Portfolios, and
it
will surrender promptly to the Portfolios any of such records upon the
Portfolios’ request. Moreover, the Manager shall maintain all books
and records with respect to the Portfolios’ 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. The Manager shall render
to the Company’s Directors such periodic and special reports as the Directors
may reasonably request.
3. Administrative
Services Not Exclusive. The Manager’s services to the Company and
each Portfolio pursuant to this Agreement are not exclusive and it is understood
that the Manager may render administrative services to other persons and to
engage in other activities, so long as its services under this Agreement are
not
impaired by such other activities. It is understood and agreed that
officers or directors of the Manager may serve as officers or Directors of the
Company, and that officers or Directors of the Company may serve as officers
or
directors of the Manager to the extent permitted by law; and that the officers
and directors of the Manager are not prohibited from engaging in any other
business activity or from rendering services to any other person, or from
serving as partners, officers, trustees or directors of any other firm, trust
or
corporation, including other investment companies.
4. Delegation
of Administration Services. With respect to any or all series of the
Company, including the Portfolios, the Manager may enter into one or more
contracts “Sub-Administration Contract”) with a sub-administrator in which the
Manager delegates to such sub-administrator any or all its duties specified
in
this Agreement, provided that the Sub-Administration Contract meets all
applicable requirements of the 1940 Act and rules thereunder, as
applicable. The Manager will at all times maintain responsibility for
providing the administration services, and will supervise any
sub-administrator.
5.
Valuation.
The Manager will provide assistance to the Board in valuing the securities
and
other instruments held by each Portfolio, to the extent reasonably required
by
such valuation policies and procedures as may be adopted by each
Portfolio.
ARTICLE
IV. EXPENSES
A. Expenses
Borne by Manager.
1. In
connection with the services rendered by the Manager under this Agreement,
the
Manager will bear all of the following expenses:
(i) The
salaries and expenses of all personnel of the Company and the Manager, except
the fees and expenses of Directors who are not interested persons of the Manager
or of the Company, and the salary (or a portion thereof) of the Company’s Chief
Compliance Officer that the Board approves for payment by the Portfolios;
and
(ii) All
expenses incurred by the Manager in connection with managing the investment
operations of the Portfolios other than those assumed by the Company, Portfolio
or Administrator of the Portfolio or the Company or other third party under
a
separate agreement.
2. The
Manager will not be required to pay expenses of any activity which is primarily
intended to result in sales of Shares if and to the extent that (i) such
expenses are required to be borne by a principal underwriter that acts as the
distributor of the Portfolio's Shares pursuant to an underwriting agreement
that
provides that the underwriter will assume some or all of such expenses, or
(ii)
the Company on behalf of the Portfolio will have adopted a plan in conformity
with Rule 12b-1 under the 1940 Act providing that the Portfolio (or some other
party) will assume some or all of such expenses. The Manager will pay
such sales expenses only to the extent they are not required to be paid by
the
principal underwriter pursuant to the underwriting agreement or are not
permitted to be paid by a Portfolio (or some other party) pursuant to such
a
plan.
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A.
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Expenses
Borne by the Company/Portfolio.
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1. Each
Portfolio assumes and will pay its expenses, including but not limited to those
described below (where any such category applies to more than one series of
the
Company, the Portfolio shall be liable only for its allocable portion of the
expenses):
(i) The
fees
of any investment adviser or expenses otherwise incurred by the Company in
connection with the management of the investment and reinvestment of the assets
of the Portfolios;
(ii) Brokers’
commissions and any issue or transfer taxes chargeable to the Company in
connection with its securities transactions on behalf of the
Portfolios;
(iii) Litigation
and indemnification expenses and other extraordinary expenses not incurred
in
the ordinary course of the Company’s business;
(iv) The
fees
and expenses of Directors who are not interested persons of the Manager of
any
investment adviser, and the salary (or a portion thereof) of the Company’s Chief
Compliance Officer that the Board approves for payment by the
Portfolios;
(v) The
fees
and expenses of the Portfolios’ Custodian which relate to (a) the custodial
function and the recordkeeping connected therewith, (b) the preparation and
maintenance of the general required accounting records of the Portfolios not
being maintained by the Manager, (c) the pricing of the Portfolio’s Shares,
including the cost of any pricing service or services which may be retained
pursuant to the authorization of the Directors of the Company, and (d) for
both
mail and wire orders, the cashiering function in connection with the issuance
and redemption of the Portfolios’ Shares;
(vi) The
fees
and expenses of the Portfolios’ transfer and dividend disbursing agent, which
may be a custodian of the Portfolios, which relate to the maintenance of each
shareholder account;
(vii) The
charges and expenses of legal counsel (including an allocable portion of the
cost of maintaining an internal legal department (provided pursuant to a
separate legal services agreement) and compliance department) and independent
accountants for the Company;
(viii) All
taxes
and business fees payable by the Portfolios to federal, state or other
governmental agencies;
(ix) The
fees
of any trade association of which the Company may be a member;
(x) The
cost
of share certificates representing the Portfolios’ shares;
(xi) The
cost
of fidelity, Directors and officers and errors and omissions
insurance;
(xii) Allocable
communications expenses with respect to investor services and all expenses
of
shareholders’ and Directors meetings and of preparing, printing and mailing
prospectuses, proxies and other reports to shareholders in the amount necessary
for distribution to the shareholders;
(xiii) The
fees
and expenses involved in registering and maintaining registrations of the
Company and of its Shares with the Commission, registering the Company a broker
or dealer and qualifying its Shares under state securities laws, including
the
preparation and printing of the Company’s registration statements and
prospectuses for filing under federal and state securities laws for such
purposes;
(xiv) Litigation
and indemnification expenses and other extraordinary expenses not incurred
in
the ordinary course of the Company’s business; and
(xv) Organization
Expenses. The Company hereby agrees to reimburse the Manager for the
organization expenses of, and the expenses incurred in connection with, the
initial offering of any new share classes of a Portfolio or the initial offering
of a new series of the Company.
ARTICLE
V. COMPENSATION
A. Compensation. For
the services provided and the facilities furnished pursuant to this Agreement,
the Company will pay to the Manager as full compensation therefor a fee at
the
annual rate for each Portfolio as set forth on Schedule A. This fee
will be computed daily and will be paid to the Manager monthly. This
fee will be chargeable only to the applicable Portfolio, and no other series
of
the Company shall be liable for the fee due and payable
hereunder. The Portfolios shall not be liable for any expense of any
other series of the Company.
The
Manager may from time to time agree not to impose all or a portion of its fee
otherwise payable under this Agreement and/or undertake to pay or reimburse
a
Portfolio for all or a portion of its expenses not otherwise required to be
paid
by or reimbursed by the Manager. Unless otherwise agreed, any fee
reduction or undertaking may be discontinued or modified by the Manager at
any
time. For the month and year in which this Agreement becomes
effective or terminates, there will be an appropriate pro ration of any fee
based on the number of days that the Agreement is in effect during such month
and year, respectively.
ARTICLE
VI. ADDITIONAL OBLIGATIONS OF THE PORTFOLIOS/COMPANY
A. Documents. The
Company has delivered to the Manager copies of each of the following documents
and will deliver to it all future amendments and supplements, if
any:
1. Articles
of Incorporation of the Company, as amended from time to time, as filed with
the
Department of Assessments and Taxation of the State of Maryland (such Articles
of Incorporation, as in effect on the date hereof and as amended from time
to
time, is herein called the “Articles of Incorporation”);
2. By-Laws
of the Company, as amended from time to time, (such By-Laws, as in effect on
the
date hereof and as amended from time to time, are herein called the
“By-Laws”);
3. Certified
Resolutions of the Directors of the Company authorizing the appointment of
the
Manager and approving the form of this Agreement;
4. 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
the Portfolios and the Portfolios’ Shares and all amendments
thereto;
5. Notification
of Registration of the Company under the 1940 Act on Form N-8A as filed with
the
Commission and all amendments thereto; and
6. The
form
of Prospectus and Statement of Additional Information of the Company pursuant
to
which the Portfolios’ shares are offered for sale to the public (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”).
B. Company
Materials. During the term of this Agreement, the Company agrees to
furnish the Manager at its principal office all prospectuses, proxy statements,
reports to shareholders, sales literature or other material prepared for
distribution to shareholders of the Portfolios or to the public, which refer
to
the Manager in any way, prior to use thereof and, not to use such material
if
the Manager reasonably objects in writing within five business days (or such
other time as may be mutually agreed) after receipt thereof. In the
event of termination of this Agreement, the Company will continue to furnish
to
the Manager copies of any of the above-mentioned materials that refer in any
way
to the Manager. The Company shall furnish or otherwise make available
to the Manager such other information relating to the business affairs of the
Portfolios as the Manager at any time, or from time to time, reasonably requests
in order to discharge its obligations hereunder.
ARTICLE
VII. LIMITATION OF LIABILITY OF MANAGER
A. Limitation
of Liability of Manager.
1. As
an
inducement to the Manager undertaking to provide services to the Company and
each Portfolio pursuant to this Agreement, the Company and each Portfolio agrees
that the Manager will not be liable under this Agreement for any error of
judgment or mistake of law or for any loss suffered by the Company or a
Portfolio in connection with the matters to which this Agreement relates,
provided that nothing in this Agreement will be deemed to protect or purport
to
protect the Manager against any liability to the Company, a Portfolio or its
shareholders to which the Manager would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of its reckless disregard of its obligations and duties
under this Agreement.
2. The
rights of exculpation provided under this Section are not to be construed so
as
to provide for exculpation of any person described in this Section for any
liability (including liability under U.S. federal securities laws that, under
certain circumstances, impose liability even on persons that act in good faith)
to the extent (but only to the extent) that exculpation would be in violation
of
applicable law, but will be construed so as to effectuate the applicable
provisions of this Section to the maximum extent permitted by applicable
law.
ARTICLE
IX. MISCELLANEOUS
A. Manager
Personnel. The Manager shall authorize and permit any of its
directors, officers and employees who may be elected or appointed as Directors
or officers of the Company to serve in the capacities in which they are elected
or appointed. Services to be furnished by the Manager under this
Agreement may be furnished through the medium of any of such directors,
officers, or employees. The Manager shall make its directors,
officers and employees available to attend Company Board meetings as may be
reasonably requested by the Board from time to time. The Manager
shall prepare and provide such reports on the funds and their operations as
may
be reasonably requested by the board from time to time. The Manager
shall implement Board-approved proxy voting policies and procedures, and shall
respond to corporate actions taken by issuers of the Portfolio’s portfolio
holdings consistent with its fiduciary duty to the Portfolios.
B. Duration
and Termination. This Agreement shall continue in effect with respect
to the Portfolios for a period of more than two years from the date hereof
following shareholder approval, as necessary, and thereafter only so long as
such continuance is specifically approved at least annually with respect to
the
Portfolios in conformity with the requirements of the 1940 Act and the Rules
thereunder and any applicable SEC or SEC staff guidance or
interpretation. This Agreement shall continue in effect with respect
to the Portfolios for a period of more than one year from the date hereof in
circumstances when shareholder approval is not required, and thereafter only
so
long as such continuance is specifically approved at least annually with respect
to the Portfolios in conformity with the requirements of the 1940 Act and the
Rules thereunder and any applicable SEC or SEC staff guidance or
interpretation. However, this Agreement may be terminated with
respect to the Portfolios at any time, without the payment of any penalty,
by
the Directors of the Company or by vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Portfolios, or by the Manager
at
any time, without the payment of any penalty, on not more than 60 days’ nor less
than 30 days’ written notice to the other party. This Agreement shall
terminate automatically in the event of its assignment (as defined in the 1940
Act).
C. Additional
Series. In the event the Company establishes one or more Portfolios
after the effective date of this Agreement, such Portfolios will become
Portfolios under this Agreement upon approval of this Agreement by the Board
of
Directors with respect to the Portfolios and the execution of an amended
Schedule A reflecting the Portfolios.
D. Independent
Contractor. Except as otherwise provided herein or authorized by the
Board of the Company from time to time, the Manager shall for all purposes
herein be deemed to be an independent contractor and shall have no authority
to
act for or represent the Portfolios or the Company in any way or otherwise
be
deemed an agent of the Portfolios or the Company.
E. Amendment. This
Agreement may be amended in writing by mutual consent, but the consent of the
Portfolios, if required, must be obtained in conformity with the requirements
of
the 1940 Act and the Rules thereunder.
F. 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 Manager at NYLIM Center, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Secretary; or (2) to the Company at ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: President.
G. Governing
Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
H. Use
of
Name. The Portfolios may use any name including the word MainStay
only for so long as this Agreement or any other agreement between the Managers
or any other affiliate of New York Life Insurance Company and the Company or
any
extension, renewal or amendment thereof remains in effect, including any similar
agreement with any organization which shall have succeeded to the Manager’s
business as investment adviser and/or administrator. At such time as
such an agreement shall no longer be in effect, each Portfolio will (to the
extent that it lawfully can) cease to use such name or any other name indicating
that it is advised by or otherwise connected with the Manager or any
organization that shall have so succeeded to its respective
business.
I. Captions
and Headings. 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.
J. Severability. 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.
K. Interpretation
of Law. As used in this Agreement, terms 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.
IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their officers designated below as of the 1st
day of
May, 2008. This Agreement may be signed in counterpart.
MainStay
VP Series Fund,
Inc.
New York Life Investment Management LLC
By:
/s/
▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:
President
Title:
Executive Vice President
SCHEDULE
A
For
all
services rendered by the Manager hereunder, the below named Portfolio of the
Company shall pay the Manager and the Manager agrees to accept as full
compensation for all services rendered hereunder, at annual fee equal to the
following:
|
Portfolio
|
Annual
Rate1
|
|
Balanced
Portfolio
|
0.75%2
|
|
Bond
Portfolio
|
0.50%3
|
|
Capital
Appreciation Portfolio
|
0.61%4
|
|
Cash
Management Portfolio
|
0.45%5
|
|
Common
Stock Portfolio
|
0.55%6
|
|
Conservative
Allocation
|
0.00%
|
|
Convertible
Portfolio
|
0.60%7
|
|
Developing
Growth Portfolio
|
0.80%8
|
|
Floating
Rate Portfolio
|
0.60%
|
|
Government
Portfolio
|
0.50%9
|
|
Growth
Allocation Portfolio
|
0.00%
|
|
High
Yield Corporate Bond Portfolio
|
0.57%10
|
|
ICAP
Select Equity Portfolio
|
0.80%11
|
|
International
Equity Portfolio
|
0.89%12
|
|
Large
Cap Growth Portfolio
|
0.75%13
|
|
Mid
Cap Core Portfolio
|
0.85%14
|
|
Mid
Cap Growth Portfolio
|
0.75%15
|
|
Mid
Cap Value Portfolio
|
0.70%16
|
|
Moderate
Allocation Portfolio
|
0.00%
|
|
Moderate
Growth Allocation Portfolio
|
0.00%
|
|
S&P
500 Index Portfolio
|
0.30%17
|
|
Small
Cap Growth Portfolio
|
0.90%18
|
|
Total
Return Portfolio
|
0.57%19
|
|
Value
Portfolio
|
0.62%20
|
2
As of May 1,
2008, contractual fee breakpoints as follows: 0.75% on assets up to $1 billion;
and 0.70% on assets over $1 billion.
3
As of May 1,
2008, contractual fee breakpoints as follows: 0.50% on assets up to
$500 million; 0475% on assets from $500 million to $1 billion; and 0.45%
on
assets over $1 billion.
4
As of May 1,
2008, contractual fee breakpoints as follows: 0.61% on assets up to
$1 billion; and 0.50% on assets over $1 billion.
5
As of May 1,
2008, contractual fee breakpoints as follows: 0.45% on assets up to
$500 million; 0.40% on assets from $500 million to $1 billion; and 0.35%
on
assets over $1 billion.
6
As of May 1,
2008, contractual fee breakpoints as follows: 0.55% on assets up to
$500 million; 0.525% on assets from $500 million to $1 billion; and 0.50%
on
assets over $1 billion.
7
As of May 1,
2008, contractual fee breakpoints as follows: 0.60% on assets up to
$1 billion; and 0.50% on assets over $1 billion.
8
As of May 1,
2008, contractual fee breakpoints as follows: 0.80% on assets up to
$200 million; 0.75% on assets from $200 million to $500 million; 0.725% on
assets from $500 million to $1 billion; and 0.70% on assets over $1
billion.
9
As of May 1,
2008, contractual fee breakpoints as follows: 0.50% on assets up to
$500 million; 0.475% on assets from $500 million to $1 billion; and 0.45%
on
assets over $1 billion.
10
As of May 1,
2008, contractual fee breakpoints as follows: 0.57% on assets up to
$1 billion; 0.55% on assets from $1 billion to $5 billion; and 0.525% on
assets
over $5 billion.
11
As of May 1,
2008, contractual fee breakpoints as follows: 0.80% on assets up to
$250 million; 0.75% on assets from $250 million to $1 billion; and 0.74%
on
assets over $1 billion.
12
As of
May 1, 2008, contractual fee breakpoints as follows: 0.89% on assets
up to $500 million; and 0.85% on assets over $500
million.
13
As of
May 1, 2008, contractual fee breakpoints as follows: 0.75% on assets
up to $500 million; 0.725% on assets from $500 million to $1 billion; and
0.70%
on assets over $1 billion.
14
As of
May 1, 2008, contractual fee breakpoints as follows: 0.85% on assets up to
$1
billion; and 0.80% on assets over $1 billion.
15
As of
May 1, 2008, contractual fee breakpoints as follows: 0.75% on assets up to
$500
million; and 0.70% on assets over $500 million.
16
As of
May 1, 2008, contractual fee breakpoints as follows: 0.70% on assets up to
$500
million; and 0.65% on assets over $500 million.
17
As of
May 1, 2008, contractual fee breakpoints as follows: 0.30% on assets
up to $1 billion; 0.275% on assets from $1 billion to $2 billion; 0.265%
on
assets from $2 billion to $3 billion; and 0.25% on assets over $3
billion.
18
As of
May 1, 2008, contractual fee breakpoints as follows: 0.90% on assets up to
$1
billion; and 0.85% on assets over $1 billion.
19
As of
May 1, 2008, contractual fee breakpoints as follows: 0.57% on assets
up to $1 billion; and 0.55% on assets over $1 billion.
20
As of
May 1, 2008, contractual fee breakpoints as follows: 0.62% on assets
up to $1 billion; 0.50% on assets over $1 billion.