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SUBSTITUTION AGREEMENT
AGREEMENT, made this 13th day of February, 2001, by and among New York
Life Insurance and Annuity Corporation ("NYLIAC"), MainStay Management LLC
("MainStay Management") and New York Life Investment Management LLC ("NYLIM").
WHEREAS, Mainstay VP Series Fund, Inc. ("MainStay VP") is registered
with the Securities and Exchange Commission as an open-end management
investment company under the Investment Company Act of 1940, as amended
("Act"), and MainStay VP issues shares in several different series, each of
which is known as a "portfolio";
WHEREAS, NYLIAC serves as a administrator to MainStay VP pursuant to a
Master Administration Agreement between MainStay VP and NYLIAC dated December
15, 1995 (the "Administration Agreement");
WHEREAS, MainStay Management serves as sub-administrator pursuant to a
Master Subadministration Agreement with NYLIAC;
WHEREAS, NYLIM was validly organized under the laws of the State of
Delaware to succeed to certain administrative business of NYLIAC as well as
certain investment advisory business of New York Life Insurance Company;
WHEREAS, NYLIAC wishes to substitute NYLIM in place of NYLIAC, as a
party to the Administration Agreement;
WHEREAS, upon such substitution, the Master Subadministration
Agreement between MainStay Management and NYLIAC would terminate;
WHEREAS, NYLIAC has represented to the Directors of MainStay VP that:
(i) administrative personnel currently servicing MainStay VP will not change
as a result of the substitution; (ii) NYLIM will have the resources to meet
its obligations to MainStay VP; (iii) that the administrative services
provided by NYLIM are identical to those provided by NYLIAC; and (iv) that the
substitution will not result in a change in actual control or management; and
WHEREAS, under these circumstances, MainStay Management agrees to the
substitution of NYLIM as a party to the Administration Agreement in place of
NYLIAC.
NOW THEREFORE, it is agreed as follows:
1. Substitution of Party. Effective as of the date first written
above, NYLIM hereby assumes all of the interest, rights and responsibilities
of NYLIAC under the Administration Agreement.
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2. Performance of Duties. NYLIM hereby assumes and agrees to
perform all of NYLIAC's duties and obligations under the Administration
Agreement and to be subject to all of the terms and conditions of such
agreements as if they applied to NYLIM. Nothing in this Substitution Agreement
shall make NYLIM responsible for any claim or demand arising under the
Administration Agreement from services rendered prior to the effective date of
this Substitution Agreement unless otherwise agreed by NYLIM; and nothing in
this Substitution Agreement shall make NYLIAC responsible for any claim or
demand arising under the Administration Agreement from services rendered after
the effective date of this Substitution Agreement unless otherwise agreed by
NYLIAC.
3. Representations. NYLIM and NYLIAC each represent and warrant
that they are under the same control and management.
4. Consents. MainStay Management hereby consents to this
assumption by NYLIM of the interest, rights and responsibilities of NYLIAC
under the Administration Agreement and to the termination of the Master
Subadministration Agreement between it and NYLIAC after the effective date
described above.
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IN WITNESS WHEREOF, the parties hereto have caused this Substitution
Agreement to be executed by their duly authorized officers hereunto daily
attested as of the date and year first written above.
MainStay Management LLC
By:
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Name:
Title:
New York Life Insurance and Annuity Corporation
By:
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Name:
Title:
New York Life Investment Management LLC
By:
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Name:
Title:
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