0001133228-09-000278 Sample Contracts

MAINSTAY VP SERIES FUND, INC. AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • April 14th, 2009 • Mainstay Vp Series Fund Inc • New York

This Amended and Restated Subadvisory Agreement, made as of the 1st day of August, 2008 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Institutional Capital LLC, a Delaware limited liability company (the “Subadvisor”).

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MAINSTAY VP SERIES FUND, INC. SUBADVISORY AGREEMENT
Subadvisory Agreement • April 14th, 2009 • Mainstay Vp Series Fund Inc • New York

This Subadvisory Agreement, made as of the 1st day of January, 2009 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Madison Square Investors LLC, a Delaware limited liability company (the “Subadvisor”).

AMENDMENT TO MASTER DELEGATION AGREEMENT
Master Delegation Agreement • April 14th, 2009 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to Master Delegation Agreement is made as of the 13th day of February, 2009, by and between The MainStay Funds, MainStay VP Series Fund, Inc., Eclipse Funds Inc., Eclipse Funds and ICAP Funds, Inc. and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company). WHEREAS, the parties hereto have entered into a Master Delegation Agreement (the “Agreement”) dated as of June 30, 2005, as amended; and WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement. NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • April 14th, 2009 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to the Master Custodian Agreement is made as of the 13th day of February, 2009 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company). WHEREAS, the parties hereto have entered into a Master Custodian Agreement (the “Agreement”) dated as of June 30, 2005, as amended; and WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement. NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

AMENDMENT TO MASTER DELEGATION AGREEMENT
Master Delegation Agreement • April 14th, 2009 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to Master Delegation Agreement is made as of the 29th day of September, 2008, by and between The MainStay Funds, MainStay VP Series Fund, Inc., Eclipse Funds Inc., Eclipse Funds and ICAP Funds, Inc. and State Street Bank & Trust Company. WHEREAS, the parties hereto have entered into a Master Delegation Agreement (the “Agreement”) dated as of June 30, 2005, as amended; and WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement. NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • April 14th, 2009 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to the Master Custodian Agreement is made as of the 29th day of September, 2008 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (the “Bank”). WHEREAS, the parties hereto have entered into a Master Custodian Agreement, as amended (the “Agreement”); and WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement. NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

AMENDMENT TO MASTER FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENT
Master Fund Sub • April 14th, 2009 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to Master Fund Sub-Accounting and Sub-Administration Agreement is made as of the 29th day of September, 2008, by and between New York Life Investment Management LLC (“NYLIM”) and State Street Bank & Trust Company (the “Bank”). WHEREAS, the parties hereto have entered into a Master Fund Sub-Accounting and Sub-Administration Agreement, as amended (the “Agreement”); and WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement. NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

AMENDMENT TO MASTER DELEGATION AGREEMENT
Master Delegation Agreement • April 14th, 2009 • Mainstay Vp Series Fund Inc

This amendment (the “Amendment”) to Master Delegation Agreement is made as of the 30th day of April, 2008, by and between State Street Bank & Trust Company (formerly Investors Bank & Trust Company) and each of the registered investment companies listed on Appendix A and their portfolios. WHEREAS, the parties hereto have entered into a Master Delegation Agreement (the “Agreement”) dated as of June 30, 2005, as amended; and WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement. NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Amendment of Appendix A. Appendix A of the Agreement is hereby amended by deleting it in its entirety and replacing it with the Appendix A attached hereto. 2. Except as modified hereby, the Agreement shall remain in full force and effect.

AMENDMENT TO MASTER FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENT
Master Fund Sub • April 14th, 2009 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to Master Fund Sub-Accounting and Sub-Administration Agreement is made as of the 13th day of February, 2009, by and between New York Life Investment Management LLC (“NYLIM”) and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company). WHEREAS, the parties hereto have entered into a Master Fund Sub-Accounting and Sub-Administration Agreement, as amended (the “Agreement”); and WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement. NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

MAINSTAY VP SERIES FUND, INC. AMENDMENT TO THE AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • April 14th, 2009 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to the Amended and Restated Subadvisory Agreement (the “Agreement”) is made as of the 27th day of February 2009, by and between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and MacKay Shields LLC, a Delaware limited liability company (the “Subadvisor”).

MAINSTAY SERIES VP SERIES FUND, INC. AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • April 14th, 2009 • Mainstay Vp Series Fund Inc • New York

This Amended and Restated Management Agreement is hereby made as of the 1st day of August, 2008 (the “Agreement”) between MainStay VP Series Fund, Inc. (the “Company”), further amended from time to time, on behalf of its series as set forth on Schedule A (each, a “Portfolio,” and collectively, the “Portfolios”) and New York Life Investment Management LLC, a Delaware limited liability company (“NYLIM” or the “Manager”).

AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • April 14th, 2009 • Mainstay Vp Series Fund Inc

This amendment (the “Amendment”) to Master Custodian Agreement is made as of the 30th day of April, 2008 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (the “Bank”) (formerly Investors Bank & Trust Company). WHEREAS, the parties hereto have entered into a Master Custodian Agreement (the “Agreement”) dated as of June 30, 2005, as amended; and WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement. NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Amendment of Appendix A. Appendix A of the Agreement is hereby amended by deleting it in its entirety and replacing it with the Appendix A attached hereto. 2. Except as modified hereby, the Agreement shall remain in full force and effect.

AMENDMENT TO MASTER FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENT
Master Fund Sub-Accounting and Sub-Administration Agreement • April 14th, 2009 • Mainstay Vp Series Fund Inc

This amendment (the "Amendment") to Master Fund Sub-Accounting and Sub-Administration Agreement is made as of the 30th day of April 2008, by and between New York Life Investment Management LLC ("NYLIM") and State Street Bank & Trust Company (the "Bank") (formerly, Investors Bank & Trust Company).

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