0000897436-08-000366 Sample Contracts

FORM N-SAR MAINSTAY VP SERIES FUND, INC. For Period Ended 6/30/08 RESTATEMENT OF MANAGEMENT AGREEMENT
Management Agreement • August 28th, 2008 • Mainstay Vp Series Fund Inc • New York

This Restatement of Management Agreement is hereby made as of the 1st day of May, 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”).

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