0001144204-10-020171 Sample Contracts

THE MAINSTAY FUNDS AND MAINSTAY VP SERIES FUND, INC. SUBADVISORY AGREEMENT
Subadvisory Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc • New York

This Subadvisory Agreement, made as of the 29th day of June, 2009 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Epoch Investment Partners Inc., a Delaware corporation (the “Subadvisor”).

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MAINSTAY VP SERIES FUND, INC. INTERIM SUBADVISORY AGREEMENT
Interim Subadvisory Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc • New York

This Interim Subadvisory Agreement is made as of the 29th day of June, 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 FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENT
Master Fund Sub-Accounting and Sub-Administration Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to the Master Fund Sub-Accounting and Sub-Administration Agreement is made on the 24th day of November, 2009 by and between New York Life Investment Management LLC (“NYLIM”) and State Street Bank & Trust Company (the “Bank”).

AMENDMENT TO MASTER FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENT
Master Fund Sub-Accounting and Sub-Administration Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to the Master Fund Sub-Accounting and Sub-Administration Agreement is made on the 23rd day of October, 2009 by and between New York Life Investment Management LLC (“NYLIM”) and State Street Bank & Trust Company (the “Bank”).

MAINSTAY SERIES VP SERIES FUND, INC. AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment to the Amended and Restated Management Agreement is hereby made as of the 20th day of November, 2009 between MainStay VP Series Fund, Inc. (the “Company”), 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 (the “Manager”).

AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to the Master Custodian Agreement is made on the 23rd day of October, 2009 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company).

AMENDMENT TO MASTER DELEGATION AGREEMENT
Master Delegation Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to the Master Delegation Agreement is made on the 16th day of October, 2009, by and between each Fund listed on Appendix A and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company).

AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to the Master Custodian Agreement is made on the 30th day of October, 2009 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company).

AMENDMENT TO MASTER FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENT
Master Fund Sub-Accounting and Sub-Administration Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to the Master Fund Sub-Accounting and Sub-Administration Agreement is made on the 16th day of October, 2009 by and between New York Life Investment Management LLC (“NYLIM”) and State Street Bank & Trust Company (the “Bank”).

AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to the Master Custodian Agreement is made on the 24th day of November, 2009 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company).

AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to the Master Custodian Agreement is made on the 16th day of October, 2009 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company).

AMENDMENT TO MASTER DELEGATION AGREEMENT
Master Delegation Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to the Master Delegation Agreement is made as of the close of business on the 20th day of November, 2009 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company).

MAINSTAY VP SERIES FUND, INC. AMENDMENT TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment to the Subadvisory Agreement, is made as of the 16th day of October, 2009 (the “Amendment”), 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 CUSTODIAN AGREEMENT
Master Custodian Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to the Master Custodian Agreement is made as of the close of business on the 20th day of November, 2009 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company).

FORM OF AMENDMENT TO MASTER FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENT
Master Fund Sub-Accounting and Sub-Administration Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to the Master Fund Sub-Accounting and Sub-Administration Agreement is made on the 30th day of October, 2009 by and between New York Life Investment Management LLC (“NYLIM”) and State Street Bank & Trust Company (the “Bank”).

AMENDMENT TO MASTER DELEGATION AGREEMENT
Master Delegation Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to the Master Delegation Agreement is made on the 23rd day of October, 2009, by and between each Fund listed on Appendix A and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company).

AMENDMENT TO MASTER FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENT
Master Fund Sub-Accounting and Sub-Administration Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to the Master Fund Sub-Accounting and Sub-Administration Agreement is made as of the close of business on the 20th day of November, 2009 by and between New York Life Investment Management LLC (“NYLIM”) and State Street Bank & Trust Company (the “Bank”).

AMENDMENT TO MASTER FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENT
Master Fund Sub-Accounting and Sub-Administration Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to the Master Fund Sub-Accounting and Sub-Administration Agreement is made on the 12th day of November, 2009 by and between New York Life Investment Management LLC (“NYLIM”) and State Street Bank & Trust Company (the “Bank”).

AMENDMENT TO MASTER DELEGATION AGREEMENT
Master Delegation Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to the Master Delegation Agreement is made on the 30th day of October, 2009, by and between each Fund listed on Appendix A and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company).

AMENDMENT TO MASTER DELEGATION AGREEMENT
Master Delegation Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to the Master Delegation Agreement is made on the 24th day of November, 2009 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company).

AMENDMENT TO MASTER FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENT
Master Fund Sub-Accounting and Sub-Administration Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to Master Fund Sub-Accounting and Sub-Administration Agreement is made as of the 10th day of November, 2009, by and between New York Life Investment Management LLC (“NYLIM”) and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company).

TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to the Master Custodian Agreement is made on the 12th day of November, 2009 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company).

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MAINSTAY VP SERIES FUND, INC. AMENDMENT TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • April 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment to the Subadvisory Agreement, made as of the 20th day of November, 2009 (the “Amendment”), 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 15th, 2010 • Mainstay Vp Series Fund Inc

This Amendment (the “Amendment”) to the Master Delegation Agreement is made on the 12th day of November, 2009 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company).

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