Exhibit (d)(13)
MANAGEMENT AGREEMENT SUPPLEMENT
ASSET ALLOCATION PORTFOLIOS
AGREEMENT, made as of the ____ day of February, 2006, 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;
WHEREAS, the Conservative Allocation Portfolio, Moderate Allocation
Portfolio, Moderate Growth Allocation Portfolio, and Growth Allocation Portfolio
(the "Portfolios," each a "Portfolio") are separate investment series of the
Company; and
WHEREAS, the Portfolios will invest primarily in the securities issued by
other series of the Company (the "Underlying Funds");
NOW, THEREFORE, 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 Portfolios, and the Manager hereby
acknowledges that the Master Agreement shall pertain to the 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 the Portfolios.
3. As provided in the Master Agreement and subject to further conditions
as set forth therein, the Portfolios shall pay the Manager no compensation. The
Manager will receive compensation in connection with Portfolio assets invested
in an Underlying Fund pursuant to the Master Agreement or other management or
investment advisory agreement applicable to the Underlying Fund.
4. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to the Portfolios on February ____, 2006 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 any Portfolio
at any time, without payment of any penalty, by vote of a majority of the
outstanding voting securities of the Portfolio (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.
By:__________________________
Name: Xxxxxxxxxx X.X. Xxxxxxxx
Title: Secretary
NEW YORK LIFE INVESTMENT MANAGEMENT LLC
By:_________________________
Name: Xxxx X. Xxxxxxxxx
Title: Chairman and Chief
Executive Officer
