AMENDMENT TO STOCK SALE AGREEMENT
WHEREAS, New York Life MFA Series Fund, Inc. ("Fund") and New York Life
Insurance and Annuity Corporation ("NYLIAC") are parties to a Stock Sale
Agreement dated June 4, 1993 (the "Stock Sale Agreement"), which governs the
sale of shares of the Fund to separate accounts of NYLIAC; and
WHEREAS, on August 22, 1995 the Fund changed its name to "MainStay VP
Series Fund, Inc."; and
WHEREAS, the parties wish to amend the Stock Sale Agreement in certain
respects;
NOW THEREFORE, in consideration of the promises and of the mutual
covenants herein contained and other good and valuable consideration the receipt
whereof is hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree to amend the Stock Sale Agreement to reflect the change in
the Fund's name by replacing all references to "New York Life MFA Series Fund,
Inc." with "MainStay VP Series Fund, Inc.", and by adding the following
provisions:
8. Pass-Through Voting - Registered Separate Accounts. NYLIAC will
provide pass-through voting privileges to all owners of variable
contracts with respect to shares of the Fund owned by NYLIAC separate
accounts that are registered as investment companies under the
Investment Company Act of 1940 ("Registered Separate Accounts") for as
long as the Securities and Exchange Commission continues to interpret
the Investment Company Act of 1940 to require pass-through voting
privileges for Registered Separate Accounts. NYLIAC will assure that
each Registered Separate Account participating in the Fund calculates
voting privileges with respect to shares of the Fund in a manner
consistent with the other Registered Separate Accounts owning shares of
the Fund.
9. Voting - Unregistered Separate Accounts. NYLIAC will either: (1)
provide pass-through voting privileges to owners of variable contracts
with respect to shares of the Fund owned by NYLIAC separate accounts
that are excluded from the definition of "investment company" by
Sections 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940
("Unregistered Separate Accounts"); or (2) vote shares of the Fund held
by Unregistered Separate Accounts in the same proportion as the vote of
all other holders of such shares.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed in their corporate names, and their respective corporate seals to be
affixed and attached, all as of the 27th day of September, 2002.
NEW YORK LIFE INSURANCE AND
ANNUITY CORPORATION
[Seal] /s/ Xxxxxx X. Rock
-----------------------------
By: Xxxxxx X. Rock
Senior Vice President
Attest:
/s/ Xxxx Xxxxxxxxx
-----------------------------
Xxxx Xxxxxxxxx
Assistant Secretary
MAINSTAY VP SERIES FUND, INC.
[Seal] /s/ Xxxxxxx X. Xxxxxxx
----------------------------
By: Xxxxxxx X. Xxxxxxx
Treasurer, Chief Financial
and Accounting Officer
Attest:
/s/ Xxxx X. Xxxxx
-----------------------------
Xxxx X. Xxxxx
Assistant Secretary
