Exhibit (d)(13)
MASTER MANAGEMENT AGREEMENT SUPPLEMENT
MAINSTAY VP SERIES FUND, INC.
CONSERVATIVE ALLOCATION PORTFOLIO
MODERATE ALLOCATION PORTFOLIO
MODERATE GROWTH ALLOCATION PORTFOLIO
GROWTH ALLOCATION PORTFOLIO
AGREEMENT, made as of the 22nd day of December, 2005, by and between
MainStay VP Series Fund, Inc. (the "Company") and New York Life Investment
Management LLC (the "Manager").
WHEREAS, the Company is an open-end management investment company,
organized as a Maryland corporation, and consists of such separate investment
series as have been or may be established and designated by the Directors of the
Company from time to time;
WHEREAS, two separate classes of shares of the Company are offered to
investors with respect to each investment series;
WHEREAS, the Company has adopted a Master Management Agreement ("Master
Agreement") dated May 15, 2001, pursuant to which the Company has appointed the
Manager to provide the investment advisory and related administrative services
specified in that Master Agreement; and
WHEREAS, the Conservative Allocation Portfolio, Moderate Allocation
Portfolio, Moderate Growth Allocation Portfolio and Growth Allocation Portfolio
(the "New Portfolios") are separate investment series of the Company;
NOW, THEREFOREE, the Directors of the Company hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Company hereby adopts the
Master Agreement with respect to the New Portfolios, and the Manager hereby
acknowledges that the Master Agreement shall pertain to the New Portfolios, the
terms and conditions of such Master Agreement being hereby incorporated herein
by reference.
2. The term "Portfolio" as used in the Master Agreement shall, for
purposes of this Supplement, pertain to each of the New Portfolios.
3. As provided in the Master Agreement and subject to further conditions
as set forth therein, each of the New Portfolios shall pay the Manager a monthly
fee based upon average daily net assets of the Portfolio (as determined on each
business day at the time set forth in the
Prospectus for determining net asset value per share) during the preceding month
at the annual rate of 0% of the Portfolio's average daily net assets.
4. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to the each of the New Portfolios on
December 22, 2005 and shall continue in effect with respect to each Portfolio
for a period of two years from the date hereof and from year to year thereafter,
but only so long as such continuance is specifically approved at least annually
in conformity with the requirements of the Investment Company Act of 1940 (the
"1940 Act") and the rules thereunder. This Agreement may be terminated with
respect to the New Portfolios at any time, without payment of any penalty, by
vote of a majority of the outstanding voting securities of the New Portfolios
(as defined in the 0000 Xxx) or by vote of a majority of the Company's Board of
Directors, or by the Manager at any time, without the payment of any penalty, on
not more than sixty (60) days' nor less than thirty (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).
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.
MAINSTAY VP SERIES FUND, INC., on behalf of
CONSERVATIVE ALLOCATION PORTFOLIO, MODERATE
ALLOCATION PORTFOLIO, MODERATE GROWTH
ALLOCATION PORTFOLIO and GROWTH ALLOCATION
PORTFOLIO
By: /s/ Xxxxxxxxxx X. X. Xxxxxxxx
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Xxxxxxxxxx X. X. Xxxxxxxx
Secretary
NEW YORK LIFE INVESTMENT MANAGEMENT LLC
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
Chairman and Chief Executive Officer
