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EXHIBIT d(1)(e)
SUBSTITUTION AGREEMENT
AGREEMENT, made this ________ day of _____________, 200__, by and among
MainStay Management LLC ("MainStay Management"), New York Life Investment
Management LLC ("NYLIM") and MacKay Xxxxxxx LLC ("XxxXxx Xxxxxxx").
WHEREAS, MacKay Xxxxxxx LLC serves as Sub-Adviser to certain series of The
MainStay Funds (collectively, the "Funds") pursuant to a Sub-Advisory Agreement
between MacKay Xxxxxxx LLC and MainStay Management dated October 21, 1997
(amended October 1, 1999) (the "Sub-Advisory Agreement")1;
WHEREAS, NYLIM was validly organized under the laws of the State of
Delaware to succeed to the investment advisory business of MainStay Management
and certain other affiliates;
WHEREAS, with respect to the Funds to which MacKay Xxxxxxx serves as
Sub-Adviser, MainStay wishes to substitute NYLIM in place of MainStay
Management, as a party to the Sub-Advisory Agreement, and NYLIM wishes to accept
the substitution;
WHEREAS, MainStay Management and NYLIM have represented to the Funds that
(i) advisory and other personnel currently servicing the Funds will not change
as a result of the substitution; (ii) NYLIM will have the resources to meet its
obligations to MacKay Xxxxxxx and the Funds, respectively; (iii) that the
investment process used by NYLIM with respect to the Funds is identical to that
used by MainStay Management; and (iv) the substitution will not result in a
change in actual control or management within the meaning of Rule 2a-6 of the
Investment Company Act of 1940 (the "Act"); and
WHEREAS, under these circumstances, MacKay Xxxxxxx agrees to the
substitution of NYLIM as a party to the Sub-Advisory Agreement in place of
MainStay Management.
NOW THEREFORE, it is agreed as follows:
1. Substitution of Party. Effective as of the date first written above,
NYLIM hereby assumes all of the interest, rights and responsibilities of
MainStay Management under the Sub-Advisory Agreement.
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1 Capital Appreciation Fund, Value Fund, Convertible Fund, High Yield Corporate
Bond Fund, Government Fund, Money Market Fund, Tax Free Bond Fund, Total
Return Fund, California Tax Free Fund, New York Tax Free Fund, International
Bond Fund, International Equity Fund, Strategic Income Fund, Strategic Value
Fund, Small Cap Growth Fund, Equity Income Fund and Global High Yield Fund.
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2. Performance of Duties. NYLIM hereby assumes and agrees to perform all of
MainStay Management's duties and obligations under the Sub-Advisory Agreement
and to be subject to all of the terms and conditions of such agreement 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 Substitution
Agreement unless otherwise agreed by NYLIM; and nothing in this Substitution
Agreement shall make MainStay Management 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
MainStay Management.
3. Representations. NYLIM represents and warrants that it is registered as
an investment adviser under the Investment Advisers Act of 1940 ("Advisers
Act"). MainStay Management and NYLIM each represents and warrants that they are
both under the same control and management, and that substitution of NYLIM as a
party to the Sub-Advisory Agreement in place of MainStay Management shall not
result in an "assignment" of the Sub-Advisory Agreement as that term is defined
in the Act or the Advisers Act.
4. Consents. MacKay Xxxxxxx hereby consents to this assumption by NYLIM of
the interest, rights and responsibilities of MainStay Management under the
Sub-Advisory Agreement and agrees, subject to the terms and conditions of the
said Sub-Advisory Agreement, to look solely to NYLIM for the performance of
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 duly
attested as of the date and year first written above.
MacKay Xxxxxxx LLC
By:
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Name:
Title:
MainStay Management LLC
By:
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Name:
Title:
New York Life Investment Management LLC
By:
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Name:
Title:
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