MASTER MANAGEMENT AGREEMENT SUPPLEMENT MAINSTAY VP SERIES FUND, INC. CONSERVATIVE ALLOCATION PORTFOLIO MODERATE ALLOCATION PORTFOLIO MODERATE GROWTH ALLOCATION PORTFOLIO GROWTH ALLOCATION PORTFOLIO
FORM
N-SAR
Attachment
for Sub-Item #77Q1
Exhibit
(e)
MAINSTAY
VP SERIES FUND, INC.
811-03833
For
Period Ending 12/31/05
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,
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 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
1940
Act) 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/
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Secretary
NEW
YORK
LIFE INVESTMENT MANAGEMENT LLC
By:
/s/
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▇.
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Chairman
and Chief Executive Officer