UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by
Rule14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-12

MAINSTAY VP SERIES FUND, INC.
(Name of Registrant as Specified In Its Charter)

________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0- 11.

1) Title of each class of securities to which transaction applies: N/A

2) Aggregate number of securities to which transaction applies: N/A

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): N/A

4) Proposed maximum aggregate value of transaction: N/A

5) Total fee paid: N/A

[ ] Fee paid with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid: N/A

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4) Date Filed: N/A

MAINSTAY VP SERIES FUND, INC.
51 MADISON AVENUE
NEW YORK, NEW YORK 10010

MAINSTAY VP BOND PORTFOLIO
MAINSTAY VP CAPITAL APPRECIATION PORTFOLIO
MAINSTAY VP CASH MANAGEMENT PORTFOLIO
MAINSTAY VP COMMON STOCK PORTFOLIO
MAINSTAY VP CONVERTIBLE PORTFOLIO
MAINSTAY VP DEVELOPING GROWTH PORTFOLIO
MAINSTAY VP GOVERNMENT PORTFOLIO
MAINSTAY VP HIGH YIELD CORPORATE BOND PORTFOLIO
MAINSTAY VP ICAP SELECT EQUITY PORTFOLIO
MAINSTAY VP INTERNATIONAL EQUITY PORTFOLIO
MAINSTAY VP LARGE CAP GROWTH PORTFOLIO
MAINSTAY VP S&P 500 INDEX PORTFOLIO
MAINSTAY VP TOTAL RETURN PORTFOLIO

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 17, 2008

February 1, 2008

TO OUR POLICY OWNERS:

The Board of Directors of MainStay VP Series Fund, Inc. (the "Fund") has
called a SPECIAL MEETING OF SHAREHOLDERS ("Special Meeting") regarding important
matters concerning certain investment portfolios offered by the Fund. The Fund,
a Maryland corporation, currently offers 24 series of investment portfolios
(individually, a "Portfolio," and collectively, the "Portfolios"). The
accompanying Notice of Special Meeting of Shareholders and related Proxy
Statement relate solely to the 13 Portfolios listed above. The Special Meeting
is scheduled for 2:30 p.m., Eastern time, on March 17, 2008, at the offices of
New York Life Investment Management LLC ("NYLIM"), 169 Lackawanna Avenue,
Parsippany, NJ 07054.

As the owner of a variable annuity contract or variable life insurance
policy (a "Policy") issued by New York Life Insurance and Annuity Corporation, a
Delaware corporation ("NYLIAC"), you have the right to instruct NYLIAC how to
vote at the Special Meeting the shares of the Portfolios that are attributable
to your Policy.

The proposals set forth in the accompanying Notice of Special Meeting and
Proxy Statement concern the Portfolios listed above. AT THE SPECIAL MEETING, AS
EXPLAINED IN THE PROXY STATEMENT, SHAREHOLDERS OF THE PORTFOLIOS WILL BE ASKED
TO CONSIDER AND APPROVE THE FOLLOWING PROPOSALS:

1. To approve a revised and restated Management Agreement between
NYLIM and the Fund that, for the 13 Portfolios listed above, will
consolidate the advisory services and administrative services

into one Agreement, will introduce breakpoints and, for certain Portfolios,
will impose an increase in overall fees, as described in the accompanying
Notice of Special Meeting and Proxy Statement; and

2. To transact such other business as may properly come before the
Special Meeting and any adjournments or postponements thereof.

NYLIM, the investment adviser to the Portfolios, notes that these
initiatives are designed to consolidate the investment advisory services and
administrative services into one Management Agreement, and enable the Portfolios
to remain fairly and competitively priced and continue to serve shareholder
needs.

Shareholders of each Portfolio will be voting separately on the proposals,
which are described in more detail in the accompanying Notice of Special Meeting
and Proxy Statement.

THE BOARD OF DIRECTORS OF THE FUND, AFTER CAREFUL CONSIDERATION,
UNANIMOUSLY APPROVED THE PROPOSALS AND RECOMMENDS THAT YOU VOTE "FOR" EACH OF
THE PROPOSALS.

Your vote is very important to us regardless of the number of shares that
are attributable to your Policy. Whether or not you plan to attend the Special
Meeting in person, please read the Proxy Statement and cast your vote promptly.
It is important that your vote be received no later than the time of the Special
Meeting on March 17, 2008. There are several ways to vote your shares, including
mail, telephone and the Internet. Please refer to the proxy card for more
information on how to vote. If we do not receive a response by one of these
methods, you may receive a telephone call from our proxy solicitor,
Computershare Fund Services, reminding you to vote. If you have any questions
before you vote, please contact Computershare Fund Services by calling toll-free
1-800-708-7960. You will get the answers that you need promptly.

We appreciate your participation and prompt response in this matter, and
thank you for your continued support.

Sincerely,

/s/ Stephen P. Fisher
Stephen P. Fisher
President
MainStay VP Series Fund, Inc.

Enclosure

MAINSTAY VP SERIES FUND, INC.
51 MADISON AVENUE
NEW YORK, NEW YORK 10010

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 17, 2008

TO OUR POLICY OWNERS:

NOTICE IS HEREBY GIVEN that the Board of Directors (the "Board" or the
"Directors") of MainStay VP Series Fund, Inc. (the "Fund"), which currently
offers 24 series of investment portfolios, 13 of which are listed above, invites
you to attend a SPECIAL MEETING OF SHAREHOLDERS (the "Special Meeting") of the
series of portfolios listed above (individually, a "Portfolio," and
collectively, the "Portfolios"). The Special Meeting will be held on March 17,
2008 at the offices of New York Life Investment Management LLC ("NYLIM"), 169
Lackawanna Avenue, Parsippany, New Jersey 07054, beginning at 2:30 p.m., Eastern
time.

At the Special Meeting, and as specified in greater detail in the Proxy
Statement accompanying this Notice, shareholders of the Portfolios will be asked
to consider and approve the following proposals, as applicable:

1. To approve a revised and restated Management Agreement between
NYLIM and the Fund that, for the 13 Portfolios listed above, will
consolidate the advisory services and administrative services into one
Agreement, will introduce breakpoints and, for certain Portfolios, will
impose an increase in overall fees, as described in the accompanying Proxy
Statement; and

2. To transact such other business as may properly come before the
Special Meeting and any adjournments or postponements thereof.

Shareholders of each Portfolio will be voting separately on the proposals.
Your attention is directed to the accompanying Proxy Statement for further
information regarding the Special Meeting and the proposals set forth above. You
may vote at the Special Meeting if you

are a policy owner of record of one or more of the Portfolios as of the close of
business on January 4, 2008 ("Record Date"). If you attend the Special Meeting,
you may vote your shares in person. Even if you do not attend the Special
Meeting, you may cast your vote by simply completing, signing and returning the
enclosed proxy card by mail using the postage-paid envelope provided or follow
the instructions on the voting instruction card for voting by touch-tone or on
the Internet.

Your vote is very important to us. Whether or not you plan to attend the
Special Meeting in person, please vote the enclosed proxy. If you have any
questions, please contact Computershare Fund Services, the Fund's proxy
solicitor, for additional information by calling toll-free 1-800-708-7960.

By Order of the Board of Directors,

LOGO
Marguerite E. H. Morrison

Chief Legal Officer and Secretary

February 1, 2008

------------

IMPORTANT NOTICE:
YOUR VOTE IS VERY IMPORTANT TO US NO MATTER HOW MANY SHARES ARE ATTRIBUTABLE TO
YOUR POLICY. PLEASE VOTE BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND
RETURNING IT IN THE ACCOMPANYING POSTAGE-PAID RETURN ENVELOPE OR BY FOLLOWING
THE ENCLOSED INSTRUCTIONS TO VOTE BY TELEPHONE OR OVER THE INTERNET. YOU CAN
HELP AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATIONS BY PROMPTLY VOTING
THE ENCLOSED PROXY.

------------

INSTRUCTIONS FOR SIGNING PROXY CARDS

THE FOLLOWING GENERAL RULES FOR SIGNING PROXY CARDS MAY BE OF ASSISTANCE TO
YOU AND MAY HELP AVOID THE TIME AND EXPENSE INVOLVED IN VALIDATING YOUR VOTE IF
YOU FAIL TO SIGN YOUR PROXY CARD PROPERLY.

1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the
registration on the proxy card.

2. JOINT ACCOUNTS: Both parties must sign: the names of the parties
signing should conform exactly to the names shown in the registration on
the proxy card.

3. ALL OTHER ACCOUNTS: The capacity of the individual signing the
proxy card should be indicated unless it is reflected in the form of
registration.

FOR EXAMPLE:

<Table>
<Caption>
REGISTRATION VALID
- ------------ -------------------------------

CORPORATE ACCOUNTS
(1) ABC Corp. ................. ABC Corp. John Doe, Treasurer
(2) ABC Corp. ................. John Doe
(3) ABC Corp. c/o John Doe..... John Doe
(4) ABC Corp. Profit Sharing
Plan......................... John Doe
PARTNERSHIP ACCOUNTS
(1) The XYZ Partnership........ Jane B. Smith, Partner
(2) Smith and Jones, Limited
Partnership.................. Jane B. Smith, General Partner
TRUST ACCOUNTS
(1) ABC Trust.................. Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d
12/28/78..................... Jane B. Doe, Trustee u/t/d/
12/28/78
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust f/b/o
John B. Smith, Jr.
UGMA/UTMA.................... John B. Smith, Custodian f/b/o/
John B. Smith Jr., UGMA/UTMA
(2) Estate of John B. Smith.... John B. Smith, Jr., Executor
Estate of John B. Smith
</Table>

PLEASE CHOOSE ONE OF THE FOLLOWING OPTIONS TO VOTE YOUR SHARES:

1. VOTE BY TELEPHONE. You may cast your vote by telephone by calling
the toll-free number located on your proxy card. Please make sure to have
your proxy card available at the time of the call.

2. VOTE THROUGH THE INTERNET. You may cast your vote by logging onto
the Internet site located on your proxy card and following the instructions
on the website. In order to log in you will need the control number found
on your proxy card.

3. VOTE BY MAIL. You may cast your vote by signing, dating and mailing
the enclosed proxy card in the postage-paid return envelope provided.

4. VOTE IN PERSON AT THE SPECIAL MEETING.

MAINSTAY VP SERIES FUND, INC.
51 MADISON AVENUE
NEW YORK, NEW YORK 10010

------------

PROXY STATEMENT

------------

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 17, 2008

INTRODUCTION

This Proxy Statement ("Proxy Statement") is being furnished in connection
with the solicitation of proxies by the Board of Directors of the MainStay VP
Series Fund, Inc. (the "Fund"), a Maryland corporation, on behalf of the 13
portfolios listed above, each a series of the Fund (each, a "Portfolio" and,
collectively, the "Portfolios") for a Special Meeting of Shareholders of the
Portfolios (the "Special Meeting"). The Special Meeting will be held on March
17, 2008 at 2:30 p.m., Eastern time, at the offices of New York Life Investment
Management LLC ("NYLIM"), 169 Lackawanna Avenue, Parsippany, New Jersey 07054.

The Board plans to distribute this Proxy Statement, the attached Notice of
Special Meeting and the enclosed proxy card on or about February 1, 2008 to all
Policy Owners of record of the Portfolios.

You are receiving this Proxy Statement because you are the owner of a
variable annuity contract or variable life insurance policy ("Policy") issued by
New York Life Insurance and Annuity Corporation, a Delaware corporation
("NYLIAC"), and some or all of your Policy value is invested in one or more of
the Portfolios. Although NYLIAC is the majority record owner of the Portfolios'
shares, as an owner of a Policy ("Policy Owner") issued by NYLIAC, you have the
right to instruct NYLIAC how to vote the

shares of the Portfolios that are attributable to your Policy. However, to make
this Proxy Statement easier to read, Policy Owners are described as if they are
voting directly on the proposals at the Special Meeting, as opposed to directing
NYLIAC to vote on such proposals. Additionally, Policy Owners are sometimes
referred to in this Proxy Statement as "shareholders" for ease of reading
purposes. The Fund also has four asset allocation Portfolios (the "Asset
Allocation Portfolios"), which may invest in and own shares of any of the
Portfolios involved in this Proxy Statement. In that event, the Asset Allocation
Portfolios' investment manager will vote the shares of the Portfolios.

A listing of the abbreviated names of the Portfolios listed above is set
forth in APPENDIX A. As described below, the purpose of the Special Meeting is
to vote on the following proposals (the "Proposals") involving the Portfolios:

2. To transact such other business as may properly come before the
Special Meeting and any adjournments or postponements thereof.

Only shareholders of record who owned shares of one or more Portfolios at
the close of business on January 4, 2008 (the "Record Date") are entitled to
vote at the Special Meeting and at any adjournments or postponements thereof.
Shareholders of each Portfolio will be voting separately on the Proposals. Each
Policy Owner is entitled to give voting instructions with respect to the shares
of the Portfolios that are attributable to his or her Policy as of the Record
Date. If shareholders do not approve the New Management Agreement, the
Portfolios' existing contractual arrangements with NYLIM will remain in effect
and NYLIM and the Board would evaluate re-soliciting shareholders or other
available options relating to the Portfolios.

It is important for you to vote on each Proposal described in this Proxy
Statement. We recommend that you read this Proxy Statement in its entirety as
the explanations will help you to decide how to vote on the Proposals.

------------

PROPOSAL 1

APPROVAL OF A NEW MANAGEMENT AGREEMENT
BETWEEN NYLIM AND THE FUND

------------

WHAT ARE SHAREHOLDERS OF THE PORTFOLIOS BEING ASKED TO APPROVE?

Investment advisory services and administrative services currently are
provided to the Portfolios by NYLIM under two separate agreements, the Master
Investment Advisory Agreement ("Current Investment Advisory Agreement") and the
Administrative Services Agreement ("Current Administrative Services Agreement"),
for which NYLIM receives two separate fees. Shareholders of each of the
Portfolios listed above are being asked to approve a revised and restated
management agreement (the "New Management Agreement") between NYLIM and the
Fund, on behalf of the Portfolios, that would consolidate the investment
advisory services and administrative services into one Management Agreement with
a new fee schedule and breakpoints as described herein. For certain Portfolios,
the New Management Agreement would include aggregate fees that are higher than
the fees currently charged to the Portfolios under the Current Investment
Advisory Agreement and Current Administrative Services Agreement.

Section 15 of the 1940 Act requires that the New Management Agreement be
approved by (1) the Fund's Board of Directors (including a majority of those
Directors who are not considered to be "interested persons" of the Fund or a
party to the agreement, as defined by the 1940 Act ("Independent Directors")),
and (2) the Portfolios' shareholders. At a meeting held on December 7, 2007, the
Board, including the Independent Directors, approved the New Management
Agreement with respect to each Portfolio and determined that it should be
submitted to the affected Portfolios' shareholders for their approval.

If shareholders do not approve the New Management Agreement, the
Portfolios' existing contractual arrangements with NYLIM will remain in effect
and NYLIM and the Board would evaluate re-soliciting shareholders or other
available options relating to the Portfolios.

WHAT ARE THE SERVICES PROVIDED UNDER THE CURRENT INVESTMENT ADVISORY AGREEMENT
AND CURRENT ADMINISTRATIVE SERVICES AGREEMENT WITH NYLIM, AND WOULD THEY DIFFER
UNDER THE NEW MANAGEMENT AGREEMENT?

Under the Current Investment Advisory Agreement, NYLIM directly manages (or
in the case of subadvised Portfolios, oversees the

subadvisor's management of) the investments and the investment strategy of each
Portfolio and provides related portfolio management services. Specifically,
NYLIM is authorized, subject to the oversight of the Board, to determine the
selection, amount, and time to buy or sell securities for each Portfolio. NYLIM
also maintains the Portfolios' books and records, prepares, on request, reports
for the Board, makes its officers available to the Board for consultations and
discussions regarding the management of the Portfolios, and provides other
related services to the Portfolios. The New Management Agreement will not make
any material changes to any of these services.

Under the Current Administrative Services Agreement, NYLIM is responsible
for providing services necessary for the operation of the Portfolios, including
providing office space, equipment and facilities for maintaining its operations,
and supervising relationships with the Portfolios' other service providers. Many
of these services are currently paid for by the Portfolios as "other expenses"
under the Current Administrative Services Agreement. The New Management
Agreement, which will encompass administrative services now provided under the
Current Administrative Services Agreement, will not make any material changes to
any of these services.

The Current Investment Advisory Agreement and Current Administrative
Services Agreement, each dated December 15, 1996, were last approved by the
Board at a meeting held on December 7, 2007, and were last approved by
shareholders as detailed in APPENDIX B.

Other than the advisory and administrative services that NYLIM provides to
the Portfolios, the Portfolios are responsible for all other expenses incurred
in their operations, including any taxes, brokerage commissions on portfolio
transactions, expenses of issuance and redemption of shares, costs of preparing
and distributing proxy materials in the ordinary course of business, auditing
and legal expenses, certain expenses of registering and qualifying shares for
sale, fees of Directors who are not interested persons of, or otherwise
affiliated with, NYLIM, costs of printing and mailing the prospectus, statements
of additional information, and financial reports to existing shareholders, and
any other charges or fees not specifically enumerated in the Current Investment
Advisory Agreement and Current Administrative Services Agreement.

A form of the New Management Agreement is attached as APPENDIX C to this
Proxy Statement. The description in this section of the terms of the New
Management Agreement is qualified in its entirety by reference to that Appendix.

HOW IS NYLIM CURRENTLY COMPENSATED FOR ITS SERVICES TO THE PORTFOLIOS AND
TO WHAT EXTENT WOULD IT CHANGE UNDER THE NEW MANAGEMENT AGREEMENT?

The chart below shows how NYLIM was compensated for its services to the
Portfolios for the fiscal year ended December 31, 2006 and how it is proposed to
be compensated under the New Management Agreement:

<Table>
<Caption>
CURRENT NET PROPOSED
AGGREGATE AGGREGATE
CURRENT NET INVESTMENT FEE UNDER
INVESTMENT CURRENT ADVISORY AND NEW
ADVISORY ADMINISTRATIVE ADMINISTRATIVE MANAGEMENT PROPOSED
PORTFOLIO NAME FEE FEE FEE AGREEMENT INCREASE
--------------------- ----------- -------------- -------------- ---------- --------

1. Cash Management...... 0.25% 0.20% 0.45% 0.45% 0.00%
2. Developing Growth.... 0.60% 0.20% 0.80% 0.80% 0.00%
3. Government........... 0.30% 0.20% 0.50% 0.50% 0.00%
4. ICAP Select Equity... 0.55% 0.20% 0.75% 0.75% 0.00%
5. S&P 500 Index........ 0.04% 0.20% 0.24% 0.24% 0.00%
6. Bond................. 0.25% 0.20% 0.45% 0.50% 0.05%
Capital
7. Appreciation......... 0.36% 0.20% 0.56% 0.61% 0.05%
8. Common Stock......... 0.25% 0.20% 0.45% 0.55% 0.10%
9. Convertible.......... 0.36% 0.20% 0.56% 0.60% 0.04%
High Yield Corporate
10. Bond................. 0.30% 0.20% 0.50% 0.57% 0.07%
International
11. Equity............... 0.60% 0.20% 0.80% 0.89% 0.09%
12. Large Cap Growth..... 0.50% 0.20% 0.70% 0.75% 0.05%
13. Total Return......... 0.32% 0.20% 0.52% 0.57% 0.05%
</Table>

The New Management Agreement would entitle NYLIM to be paid an aggregate
fee, which for Portfolios 1 - 5 shown above, would be in the same amount as
NYLIM is presently compensated under both the Current Investment Advisory
Agreement and the Current Administrative Services Agreement, which is based on
the average daily net assets of the respective Portfolios. The New Management
Agreement would entitle NYLIM to be paid an aggregate fee, which for Portfolios
6-13 shown above, would result in a higher aggregate amount than NYLIM is
presently compensated under both the Current Investment Advisory Agreement and
the Current Administrative Services Agreement, which is based on the average
daily net assets of the respective Portfolios. Detailed information on these
Portfolios is set forth below. In addition, as discussed below, for certain of
these Portfolios, and upon shareholder approval of the New Management Agreement,
NYLIM will institute new management fee breakpoints, which would operate to
reduce the fee payable to NYLIM as a Portfolio's net assets grow.

The tables below describe the current fees and expenses that you may pay if
you buy and hold shares of each Portfolio, as well as the pro forma proposed
fees under the New Management Agreement at asset levels as of December 31, 2006.
Pro forma numbers are estimated in good

faith and are hypothetical. The tables and the examples do not include any fees
or sales charges imposed under the Policies for which the Portfolios are an
investment option. If they were included, your costs would be higher. Investors
should consult the Policy prospectus for more information.

The examples below are intended to help you compare the cost of investing
in the Portfolios with the cost of investing in other mutual funds. The Examples
assume that you invest $10,000 in shares of the Portfolios for the time periods
indicated and reflect what you would pay if you redeemed all of your shares at
the end of each time period shown or if you continued to hold them. The Examples
also assume that your investment has a 5% return each year, that the Portfolios'
operating expenses remain the same and that all dividends and distributions are
reinvested. Your actual costs may be higher or lower than those shown below (not
including Policy fees or sales charges).

1. CASH MANAGEMENT PORTFOLIO -- The Cash Management Portfolio's 0.25%
advisory and 0.20% administrative fees that total 0.45% will be the same under
the New Management Agreement. In addition, a new breakpoint will be introduced
at the $1 billion asset level, which, based on December 31, 2007 asset levels of
$609.0 million, would mean that the new breakpoint would not currently impact
the effective management fee of 0.44%.

ANNUAL PORTFOLIO OPERATING EXPENSES AS OF 12/31/06
(EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO ASSETS)

<Table>
<Caption>
INITIAL CLASS
INITIAL CLASS PRO FORMA
------------- -------------

Advisory Fee.............................. 0.25%(1) 0.45%
Distribution and Service (12b-1) Fees..... None None
Other Expenses............................ 0.27%(2) 0.07%
Total Annual Portfolio Operating
Expenses................................ 0.52% 0.52%
</Table>

- --------

(1) The advisory fee for the Portfolio is an annual percentage of the
Portfolio's average daily net assets as follows: 0.25% up to $500
million and 0.20% on assets in excess of $500 million.

(2) "Other Expenses" include an Administration Fee of 0.20%.

EXAMPLE

<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Initial Class....................... $53 $167 $291 $653
Initial Class -- Pro Forma.......... $53 $167 $291 $653
</Table>

2. DEVELOPING GROWTH PORTFOLIO -- The Developing Growth Portfolio's 0.60%
advisory and 0.20% administrative fees that total 0.80% will be the same under
the New Management Agreement. No new breakpoints currently are contemplated for
this Portfolio.

ANNUAL PORTFOLIO OPERATING EXPENSES AS OF 12/31/06
(EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO ASSETS)

<Table>
<Caption>
INITIAL CLASS SERVICE CLASS
INITIAL CLASS PRO FORMA SERVICE CLASS PRO FORMA
------------- ------------- ------------- -------------

- --------

(1) The Advisory Fee for the Portfolio is an annual percentage of the Fund's
average daily net assets as follows: 0.60% on assets up to $200 million,
0.55% on assets from $200 million to $500 million, 0.525% on assets from
$500 million to $1 billion and 0.50% on assets in excess of $1 billion.

(2) Because the distribution (12b-1) fee is an ongoing fee charged against
the assets of the Portfolio, long-term shareholders may indirectly pay
an amount that is more than the equivalent of paying other types of
sales charges.

(3) "Other Expenses" include the Portfolio's share of the fees and expenses
of any other portfolio in which the Portfolio invests. These fees and
expenses are less than 0.01% of the average net assets of the Portfolio.

(4) "Other Expenses" also include an Administration Fee of 0.20%.

(5) Expenses have been restated to reflect current fees.

EXAMPLE

<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Initial Class....................... $ 98 $306 $531 $1,178
Initial Class -- Pro Forma.......... $ 98 $306 $531 $1,178
Service Class....................... $123 $384 $665 $1,466
Service Class -- Pro Forma.......... $123 $384 $665 $1,466
</Table>

3. GOVERNMENT PORTFOLIO -- The Government Portfolio's 0.30% advisory and
0.20% administrative fees that total 0.50% will be the same under the New
Management Agreement. In addition, new breakpoints will be introduced at the
$500 million and $1 billion asset levels, which, based on December 31, 2007
asset levels of $259.4 million, would mean that the breakpoints would not
currently impact the effective management fee of 0.50%.

ANNUAL PORTFOLIO OPERATING EXPENSES AS OF 12/31/06
(EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO ASSETS)

<Table>
<Caption>
INITIAL CLASS SERVICE CLASS
INITIAL CLASS PRO FORMA SERVICE CLASS PRO FORMA
------------- ------------- ------------- -------------

Advisory Fee............... 0.30% 0.50% 0.30% 0.50%
Distribution and Service
(12b-1) Fees............. None None 0.25%(1) 0.25%(1)
Other Expenses(2).......... 0.27%(3) 0.07% 0.27%(3) 0.07%
Total Annual Portfolio
Operating Expenses....... 0.57% 0.57% 0.82% 0.82%
</Table>

- --------

(1) Because the distribution (12b-1) fee is an ongoing fee charged against
the assets of the Portfolio, long-term shareholders may indirectly pay
an amount that is more than the equivalent of paying other types of
sales charges.

(2) "Other Expenses" include the Portfolio's share of the fees and expenses
of any other portfolio in which the Portfolio invests. These fees and
expenses are less than 0.01% of the average net assets of the Portfolio.

(3) "Other Expenses" also include an Administration Fee of 0.20%.

EXAMPLE

<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Initial Class....................... $58 $183 $318 $ 714
Initial Class -- Pro Forma.......... $58 $183 $318 $ 714
Service Class....................... $84 $262 $455 $1,014
Service Class -- Pro Forma.......... $84 $262 $455 $1,014
</Table>

4. ICAP SELECT EQUITY PORTFOLIO -- The ICAP Select Equity Portfolio's
0.60% advisory and 0.20% administrative fees that total 0.80% will be the same
under the New Management Agreement. In addition, a new breakpoint will be
introduced at the $1 billion asset level, which, based on December 31, 2007
asset levels of $407.8 million, would mean that the new breakpoint currently
would not impact the effective management fee of .078%.

ANNUAL PORTFOLIO OPERATING EXPENSES AS OF 12/31/06
(EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO ASSETS)

<Table>
<Caption>
INITIAL CLASS SERVICE CLASS
INITIAL CLASS PRO FORMA SERVICE CLASS PRO FORMA
------------- ------------- ------------- -------------

Advisory Fee............... 0.60%(1) 0.80% 0.60%(1) 0.80%
Distribution and Service
(12b-1) Fees............. None None 0.25%(2) 0.25%(2)
Other Expenses(3).......... 0.33%(4) 0.13% 0.33%(4) 0.13%
Total Annual Portfolio
Operating Expenses....... 0.93%(5) 0.93% 1.18%(5) 1.18%
Less
Waivers/Reimbursements... (0.05)% (0.05)% (0.05)% (0.05)%
Net Annual Portfolio
Operating Expenses....... 0.88% 0.88% 1.13% 1.13%
</Table>

- --------

(1) The Advisory Fee for the Portfolio is an annual percentage of the
Portfolio's average daily net assets. Effective January 1, 2007, NYLIM
has contractually agreed to waive its advisory fee to 0.55% on assets up
to $250 million and 0.50% on assets in excess of $250 million. Without
this contractual waiver, the actual advisory fee would be 0.60% on
assets up to $250 million and 0.55% on assets in excess of $250 million.
This waiver will terminate on May 1, 2009.

(4) "Other Expenses" also include an Administration Fee of 0.20%.

(5) Expenses have been restated to reflect current fees.

EXAMPLE

<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Initial Class....................... $ 90 $291 $510 $1,138
Initial Class -- Pro Forma.......... $ 90 $291 $510 $1,138
Service Class....................... $115 $370 $644 $1,427
Service Class -- Pro Forma.......... $115 $370 $644 $1,427
</Table>

5. S&P 500 INDEX PORTFOLIO -- The S&P 500 Index Portfolio's 0.09% advisory
and 0.20% administrative fees that total 0.29% will be the same under the New
Management Agreement. In addition, new breakpoints will be introduced at the $2
billion and $3 billion asset levels, which, based on December 31, 2007 asset
levels of $1.435 billion, would mean that the breakpoints currently would not
impact the effective management fee of 0.29%.

ANNUAL PORTFOLIO OPERATING EXPENSES AS OF 12/31/06
(EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO ASSETS)

<Table>
<Caption>
INITIAL CLASS SERVICE CLASS
INITIAL CLASS PRO FORMA SERVICE CLASS PRO FORMA
------------- ------------- ------------- -------------

Advisory Fee............... 0.09%(1) 0.29% 0.09%(1) 0.29%
Distribution and Service
(12b-1) Fees............. None None 0.25%(2) 0.25%(2)
Other Expenses(3).......... 0.26%(4) 0.06% 0.26%(4) 0.06%
Total Annual Portfolio
Operating Expenses....... 0.35%(5) 0.35% 0.60%(5) 0.60%
Less
Waivers/Reimbursements... (0.05)% (0.05)% (0.05)% (0.05)%
Net Annual Portfolio
Operating Expenses....... 0.30% 0.30% 0.55% 0.55%
</Table>

- --------

(1) The Advisory Fee for the Portfolio is an annual percentage of the
Portfolio's average daily net assets. Effective January 1, 2007, NYLIM
has contractually agreed to waive 0.05% of its advisory fee on assets up
to $1 billion and 0.025% on assets in excess of $1 billion. Without this
waiver, the actual advisory fee would be 0.10% up to $1 billion and
0.075% on assets in excess of $1 billion.

(4) "Other Expenses" also include an Administration Fee of 0.20%.

(5) Expenses have been restated to reflect current fees.

EXAMPLE

<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Initial Class....................... $31 $107 $191 $438
Initial Class -- Pro Forma.......... $31 $107 $191 $438
Service Class....................... $56 $187 $330 $745
Service Class -- Pro Forma.......... $56 $187 $330 $745
</Table>

For each of Portfolios 6 - 13, the New Management Agreement would result in
an overall increase in the aggregate fees paid by each Portfolio for investment
advisory and administrative services as described below. In connection with the
proposed fee increases, for each Portfolio that approves the New Management
Agreement, NYLIM will institute new management fee breakpoints. Moreover, based
on December 31, 2007 asset levels, for certain of the Portfolios, the immediate
impact of the proposed fee increase will be alleviated as a result of the new
breakpoints, while other Portfolios may realize a similar benefit over the long
term. Detailed information on the impact of the fee increase and related
implementation of new breakpoints on each of the eight Portfolios is set forth
below:

6. BOND PORTFOLIO -- The Bond Portfolio's 0.25% advisory and 0.20%
administrative fees that total 0.45% will be replaced by a combined management
fee of 0.50%, which represents an increase of 0.05% at the highest contractual
level. In addition, two new breakpoints will be introduced at the $500 million
and $1 billion levels, which, based on December 31, 2007 asset levels of $647.7
million, would mean an immediate impact of the new breakpoint and an effective
management fee of 0.494%.

ANNUAL PORTFOLIO OPERATING EXPENSES AS OF 12/31/06
(EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO ASSETS)

<Table>
<Caption>
INITIAL CLASS SERVICE CLASS
INITIAL CLASS PRO FORMA SERVICE CLASS PRO FORMA
------------- ------------- ------------- -------------

Advisory Fee............... 0.25% 0.50% 0.25% 0.50%
Distribution and Service
(12b-1) Fees............. None None 0.25%(1) 0.25%(1)
Other Expenses(2).......... 0.27%(3) 0.07% 0.27%(3) 0.07%
Total Annual Portfolio
Operating Expenses....... 0.52% 0.57% 0.77% 0.82%
</Table>

- --------

(3) "Other Expenses" also include an Administration Fee of 0.20%.

EXAMPLE

<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Initial Class....................... $53 $167 $291 $ 653
Initial Class -- Pro Forma.......... $58 $183 $318 $ 714
Service Class....................... $79 $246 $428 $ 954
Service Class -- Pro Forma.......... $84 $262 $455 $1,014
</Table>

7. CAPITAL APPRECIATION PORTFOLIO -- The Capital Appreciation Portfolio's
advisory fee of 0.36% and administration fee of 0.20% that total 0.56% will be
replaced with a combined management fee of 0.61%, which represents an increase
of 0.05% at the highest contractual level. In addition, a new breakpoint will be
added at $1 billion, which, based on December 31, 2007 asset levels of $746.3
million, would mean that the new breakpoint would not currently impact the
effective management fee of 0.61%. The Board has also approved a revised
arrangement regarding the Portfolio's subadvisory fee, which would compensate
the subadvisor 50% of the fees paid by the Portfolio to NYLIM under the New
Management Agreement. The revised subadvisory fee arrangement does not impact
the management fee paid directly by the Portfolio.

ANNUAL PORTFOLIO OPERATING EXPENSES AS OF 12/31/06
(EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO ASSETS)

<Table>
<Caption>
INITIAL CLASS SERVICE CLASS
INITIAL CLASS PRO FORMA SERVICE CLASS PRO FORMA
------------- ------------- ------------- -------------

Advisory Fee............... 0.36% 0.61% 0.36% 0.61%
Distribution and Service
(12b-1) Fees............. None None 0.25%(1) 0.25%(1)
Other Expenses(2).......... 0.26%(3) 0.06% 0.26%(3) 0.06%
Total Annual Portfolio
Operating Expenses....... 0.62% 0.67% 0.87% 0.92%
</Table>

- --------

(3) "Other Expenses" also include an Administration Fee of 0.20%.

EXAMPLE

<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Initial Class....................... $63 $199 $346 $ 774
Initial Class -- Pro Forma.......... $68 $214 $373 $ 835
Service Class....................... $89 $278 $482 $1,073
Service Class -- Pro Forma.......... $94 $293 $509 $1,131
</Table>

8. COMMON STOCK PORTFOLIO -- The Common Stock Portfolio's 0.25% advisory
and 0.20% administrative fees that total 0.45% will be replaced by a 0.55%
management fee, representing an increase of 0.10% at the highest contractual
level. In addition, breakpoints will be introduced at the $500 million and $1
billion levels, which, using December 31, 2007 asset levels of $1.015 billion,
would mean an immediate impact of the new breakpoint and an effective management
fee of 0.537%.

ANNUAL PORTFOLIO OPERATING EXPENSES AS OF 12/31/06
(EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO ASSETS)

<Table>
<Caption>
INITIAL CLASS SERVICE CLASS
INITIAL CLASS PRO FORMA SERVICE CLASS PRO FORMA
------------- ------------- ------------- -------------

Advisory Fee............... 0.25% 0.55% 0.25% 0.55%
Distribution and Service
(12b-1) Fees............. None None 0.25%(1) 0.25%(1)
Other Expenses(2).......... 0.27%(3) 0.07% 0.27%(3) 0.07%
Total Annual Portfolio
Operating Expenses....... 0.52% 0.62% 0.77% 0.87%
</Table>

- --------

(3) "Other Expenses" also include an Administration Fee of 0.20%.

EXAMPLE

<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Initial Class....................... $53 $167 $291 $ 653
Initial Class -- Pro Forma.......... $63 $199 $368 $ 822
Service Class....................... $79 $246 $428 $ 954
Service Class -- Pro Forma.......... $89 $278 $482 $1,073
</Table>

9. CONVERTIBLE PORTFOLIO -- The Convertible Portfolio's 0.36% advisory and
0.20% administrative fees that total 0.56% will be replaced by a 0.60%
management fee, representing an increase of 0.04% at the highest contractual
level. In addition, a breakpoint will be introduced at the $1 billion level,
which, based on December 31, 2007 asset levels of $400.1 million, would mean
that the breakpoint would not currently impact the effective management fee of
0.60%. The Board has also approved a revised arrangement regarding the
Portfolio's subadvisory fee which would compensate the subadvisor 50% of the
fees paid by the Portfolio to NYLIM under the New Management Agreement. The
revised subadvisory fee arrangement does not impact the management fee paid
directly by the Portfolio.

ANNUAL PORTFOLIO OPERATING EXPENSES AS OF 12/31/06
(EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO ASSETS)

<Table>
<Caption>
INITIAL CLASS SERVICE CLASS
INITIAL CLASS PRO FORMA SERVICE CLASS PRO FORMA
------------- ------------- ------------- -------------

Advisory Fee............... 0.36% 0.60% 0.36% 0.60%
Distribution and Service
(12b-1) Fees............. None None 0.25%(1) 0.25%(1)
Other Expenses(2).......... 0.28%(3) 0.08% 0.28%(3) 0.08%
Total Annual Portfolio
Operating Expenses....... 0.64% 0.68% 0.89% 0.93%
</Table>

- --------

(1) Because the distribution (12b-1) fee is an ongoing fee charged against the
assets of the Portfolio, long-term shareholders may indirectly pay an
amount that is more than the equivalent of paying other types of sales
charges.

(2) "Other Expenses" include the Portfolio's share of the fees and expenses of
any other portfolio in which the Portfolio invests. These fees and expenses
are less than 0.01% of the average net assets of the Portfolio.

(3) "Other Expenses" also include an Administration Fee of 0.20%.

EXAMPLE

<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Initial Class....................... $65 $205 $357 $ 798
Initial Class -- Pro Forma.......... $69 $218 $379 $ 847
Service Class....................... $91 $284 $493 $1,096
Service Class -- Pro Forma.......... $95 $296 $515 $1,143
</Table>

10. HIGH YIELD CORPORATE BOND PORTFOLIO -- The High Yield Corporate Bond
Portfolio's 0.30% advisory and 0.20% administrative fees that total 0.50% will
be replaced by a combined management fee of 0.57%, which represents an increase
of 0.07% at the highest contractual level. In addition, two new breakpoints will
be introduced at the $1 billion and $5 billion asset levels, which, based on
December 31, 2007 asset levels of $1.47 billion, would mean an immediate impact
of the breakpoint and an effective management fee of 0.563%. The Board has also
approved a revised arrangement regarding the Portfolio's subadvisory fee which
would compensate the subadvisor 50% of the fees paid by the Portfolio to NYLIM
under the New Management Agreement. The revised subadvisory fee arrangement does
not impact the management fee paid directly by the Portfolio.

ANNUAL PORTFOLIO OPERATING EXPENSES AS OF 12/31/06
(EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO ASSETS)

<Table>
<Caption>
INITIAL CLASS SERVICE CLASS
INITIAL CLASS PRO FORMA SERVICE CLASS PRO FORMA
------------- ------------- ------------- -------------

Advisory Fee............... 0.30% 0.57% 0.30% 0.57%
Distribution and Service
(12b-1) Fees............. None None 0.25%(1) 0.25%(1)
Other Expenses(2).......... 0.26%(3) 0.06% 0.26%(3) 0.06%
Total Annual Portfolio
Operating Expenses....... 0.56% 0.63% 0.81% 0.88%
</Table>

- --------

(1) Because the distribution (12b-1) fee is an ongoing fee charged against the
assets of the Portfolio, long-term shareholders may indirectly pay an
amount that is more than the equivalent of paying other types of sales
charges.

(2) "Other Expenses" include the Portfolio's share of the fees and expenses of
any other portfolio in which the Portfolio invests. These fees and expenses
are less than 0.01% of the average net assets of the Portfolio.

(3) "Other Expenses" also include an Administration Fee of 0.20%.

EXAMPLE

<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Initial Class....................... $57 $179 $313 $ 701
Initial Class -- Pro Forma.......... $64 $202 $351 $ 786
Service Class....................... $83 $259 $450 $1,002
Service Class -- Pro Forma.......... $90 $281 $488 $1,084
</Table>

11. INTERNATIONAL EQUITY PORTFOLIO -- The International Equity Portfolio's
0.60% advisory and 0.20% administrative fees that total 0.80% will be replaced
by a combined management fee of 0.89%, representing an increase of 0.09% at the
highest contractual level. In addition, a new breakpoint will be introduced at
the $500 million level, which, based on December 31, 2007 asset levels of $661.3
million, would mean an immediate impact of the breakpoint and an effective
management fee of 0.88%. The Board has also approved a revised arrangement
regarding the Portfolio's subadvisory fee which would compensate the subadvisor
50% of the fees paid by the Portfolio to NYLIM under the New Management
Agreement. The revised subadvisory fee arrangement does not impact the
management fee paid directly by the Portfolio.

Although the Portfolio has favorable long-term performance relative to peer
funds, its performance over the past several years has been volatile, and
generally has underperformed peer funds. In response to discussions with the
Board regarding the Portfolio's more recent investment performance, NYLIM has
presented to the Board a plan pursuant to which it has committed to add
additional resources dedicated to the portfolio management of this Portfolio in
an effort to improve its overall investment performance.

ANNUAL PORTFOLIO OPERATING EXPENSES AS OF 12/31/06

(EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO ASSETS)

<Table>
<Caption>
INITIAL CLASS SERVICE CLASS
INITIAL CLASS PRO FORMA SERVICE CLASS PRO FORMA
------------- ------------- ------------- -------------

Advisory Fee............... 0.60% 0.89% 0.60% 0.89%
Distribution and Service
(12b-1) Fees............. None None 0.25%(1) 0.25%(1)
Other Expenses(2).......... 0.32%(3) 0.12% 0.32%(3) 0.12%
Total Annual Portfolio
Operating Expenses....... 0.92% 1.01% 1.17% 1.26%
</Table>

- --------

(1) Because the distribution (12b-1) fee is an ongoing fee charged against the
assets of the Portfolio, long-term shareholders may indirectly pay an
amount that is more than the equivalent of paying other types of sales
charges.

(2) "Other Expenses" include the Portfolio's share of the fees and expenses of
any other portfolio in which the Portfolio invests. These fees and expenses
are less than 0.01% of the average net assets of the Portfolio.

(3) "Other Expenses" also include an Administration Fee of 0.20%.

EXAMPLE

<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Initial Class....................... $ 94 $293 $509 $1,131
Initial Class -- Pro Forma.......... $103 $322 $558 $1,236
Service Class....................... $119 $372 $644 $1,420
Service Class -- Pro Forma.......... $128 $400 $692 $1,523
</Table>

12. LARGE CAP GROWTH PORTFOLIO -- The Large Cap Growth Portfolio's 0.50%
advisory and 0.20% administrative fees that total 0.70% will be replaced by a
combined management fee of 0.75%, which represents an increase of 0.05% at the
highest contractual level. In addition, NYLIM will eliminate existing
breakpoints at $200 million and replace them with new breakpoints added at $500
million and $1 billion, which, based on December 31, 2007 asset levels of $340.4
million, would mean that the new breakpoint would not currently impact the
effective management fee of 0.75%.

ANNUAL PORTFOLIO OPERATING EXPENSES AS OF 12/31/06

(EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO ASSETS)

<Table>
<Caption>
INITIAL CLASS SERVICE CLASS
INITIAL CLASS PRO FORMA SERVICE CLASS PRO FORMA
------------- ------------- ------------- -------------

Advisory Fee............... 0.50%(1) 0.75% 0.50%(1) 0.75%
Distribution and Service
(12b-1) Fees............. None None 0.25%(2) 0.25%(2)
Other Expenses(3).......... 0.30%(4) 0.10% 0.30%(4) 0.10%
Total Annual Portfolio
Operating Expenses....... 0.80%(5) 0.85% 1.05%(5) 1.10%
</Table>

- --------

(1) The Advisory Fee for the Portfolio is an annual percentage of the
Portfolio's average daily net assets as follows: 0.50% on assets up to $200
million and 0.40% on assets in excess of $200 million.

(2) Because the distribution (12b-1) fee is an ongoing fee charged against the
assets of the Portfolio, long-term shareholders may indirectly pay an
amount that is more than the equivalent of paying other types of sales
charges.

(3) "Other Expenses" include the Portfolio's share of the fees and expenses of
any other portfolio in which the Portfolio invests. These fees and expenses
are less than 0.01% of the average net assets of the Portfolio.

(4) "Other Expenses" also include an Administration Fee of 0.20%.

(5) Expenses have been restated to reflect current fees.

EXAMPLE

<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Initial Class....................... $ 82 $255 $444 $ 990
Initial Class -- Pro Forma.......... $ 87 $271 $471 $1,049
Service Class....................... $107 $334 $579 $1,283
Service Class -- Pro Forma.......... $112 $350 $606 $1,340
</Table>

13. TOTAL RETURN PORTFOLIO -- The Total Return Portfolio's 0.32% advisory
and 0.20% administrative fees that total 0.52% will be replaced by a combined
management fee of 0.57%, which represents an increase of 0.05% at the highest
contractual level. In addition, a new breakpoint will be introduced at the $1
billion level, which, based on December 31, 2007 asset levels of $432.7 million,
would mean that the breakpoint would not currently impact the effective
management fee of 0.57%. The Board has also approved a revised arrangement
regarding the Portfolio's subadvisory fee which would compensate the subadvisor
50% of the fees paid by the Portfolio to NYLIM under the New Management
Agreement. The revised subadvisory fee arrangement does not impact the
management fee paid directly by the Portfolio.

ANNUAL PORTFOLIO OPERATING EXPENSES AS OF 12/31/06

(EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO ASSETS)

<Table>
<Caption>
INITIAL CLASS SERVICE CLASS
INITIAL CLASS PRO FORMA SERVICE CLASS PRO FORMA
------------- ------------- ------------- -------------

Advisory Fee............... 0.32% 0.57% 0.32% 0.57%
Distribution and Service
(12b-1) Fees............. None None 0.25%(1) 0.25%(1)
Other Expenses(2).......... 0.27%(3) 0.07% 0.27%(3) 0.07%
Total Annual Portfolio
Operating Expenses....... 0.59% 0.64% 0.84% 0.89%
</Table>

- --------

(1) Because the distribution (12b-1) fee is an ongoing fee charged against the
assets of the Portfolio, long-term shareholders may indirectly pay an
amount that is more than the equivalent of paying other types of sales
charges.

(2) "Other Expenses" include the Portfolio's share of the fees and expenses of
any other portfolio in which the Portfolio invests. These fees and expenses
are less than 0.05% of the average net assets of the Portfolio.

(3) "Other Expenses" also include an Administration Fee of 0.20%.

EXAMPLE

<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Initial Class....................... $60 $189 $329 $ 738
Initial Class -- Pro Forma.......... $65 $205 $357 $ 798
Service Class....................... $86 $268 $466 $1,037
Service Class -- Pro Forma.......... $91 $284 $493 $1,096
</Table>

In the event a Portfolio does not obtain shareholder approval of the fee
increase proposal NYLIM may consider the continued viability of the Portfolio.

Set forth below is a table that shows the aggregate fee paid to NYLIM for
the fiscal year ended December 31, 2006, the aggregate fee

that would have been paid under the New Management Agreement if it were in
effect at that time, and the difference stated as a percentage of the fees
actually paid.

<Table>
<Caption>
AGGREGATE FEE
AGGREGATE NYLIM WOULD
INVESTMENT ADMINISTRATIVE ADVISORY AND HAVE BEEN PAID
ADVISORY FEE SERVICES FEE ADMINISTRATIVE UNDER NEW
PAID TO PAID TO FEES PAID TO MANAGEMENT
PORTFOLIO NAME NYLIM NYLIM NYLIM AGREEMENT DIFFERENCE
- -------------- ------------ -------------- -------------- -------------- ----------

Bond............. $1,197,537 $ 958,030 $2,155,567 $2,395,074 11.11%
Capital
Appreciation... $3,025,911 $1,681,061 $4,706,972 $5,127,237 8.93%
Common Stock..... $2,373,432 $1,898,745 $4,272,177 $5,109,207 19.59%
Convertible...... $1,314,854 $ 730,475 $2,045,329 $2,191,424 7.14%
High Yield
Corporate
Bond........... $4,220,067 $2,813,378 $7,033,445 $7,936,788 12.84%
International
Equity......... $2,586,193 $ 862,065 $3,448,258 $3,836,187 11.25%
Large Cap
Growth......... $ 854,356 $ 341,764 $1,196,120 $1,281,518 7.14%
Total Return..... $1,535,135 $ 959,459 $2,494,594 $2,734,458 9.62%
</Table>

WHY ARE SHAREHOLDERS OF THE PORTFOLIOS BEING ASKED TO APPROVE THE NEW MANAGEMENT
AGREEMENT?

With respect to the portion of the proposal to combine the Current
Investment Advisory Agreement and Current Administrative Services Agreement,
except for certain Portfolios of the Fund identified above, including the
Portfolios included in this Proposal, all of the funds within the MainStay Group
of Funds(1) operate under a single management agreement that encompasses the
advisory and administration services provided to the Funds by NYLIM. NYLIM
believes that combining the Current Investment Advisory Agreement and the
Current Administrative Services Agreement into one consolidated agreement would
be beneficial for the Portfolios as it would allow the services provided by
NYLIM, as well as the cost of those services, to be more clear and consistent
across the Portfolios. In addition, having a single, more consistent form of
agreement across the MainStay Group of Funds would better enable the Board of
Directors to achieve efficiencies in connection with its review of agreements
under Section 15(c) of the Investment Company Act of 1940, as amended (the "1940
Act"). Moreover, the restatement of the agreements will allow greater
transparency by providing more consistent terms and a clearer delineation of
advisory services and administration services provided to the Portfolios under
each agreement.

With respect to fees, shareholders of eight of the Portfolios (Portfolios
6 - 13 above) are being asked to approve an increase in the aggregate

- ----------
(1) The MainStay Group of Funds includes: the Fund, The MainStay Funds, Eclipse
Funds, Eclipse Funds Inc., and ICAP Funds, Inc.

management fee for several reasons. First, NYLIM notes that the Portfolios,
which were established between 1984 and 1998, have had historically low combined
investment advisory and administrative services fees compared to peer funds.
NYLIM has never requested shareholder approval of a fee increase for any
Portfolio since the Fund's inception in 1984. The relatively low fee levels are
making it difficult for NYLIM to enhance the level and quality of management and
services to remain competitive. Seven out of eight Portfolios for which NYLIM is
proposing fee increases have management fees below the median of their industry
peers, with the remaining Portfolio (Total Return) near the median. The proposed
fee increases are designed to allow the Portfolios to remain fairly and
competitively priced while continuing to serve shareholder needs. In a report
prepared by Strategic Insight Mutual Fund Research and Consulting, LLC
("Strategic Insight"), an independent service provider engaged on behalf of the
Board, regarding the level of fees paid to other advisers for managing similar
funds, NYLIM has confirmed that the combined fees of the Current Investment
Advisory Agreement and Current Administrative Services Agreement generally are
lower than those of competitors, and that even with the proposed increase in
management fees and increase in total expense ratios, each Portfolio would
continue to be competitively priced.

Second, the investment management and infrastructure demands of operating a
mutual fund complex continue to increase markedly. These demands pressure
margins and raise the asset levels necessary per fund and on a firm-wide level
to achieve operational leverage and economies of scale. Cost pressures have been
driven by intensified competition for talented portfolio managers and other key
investment management and administrative personnel across critical areas such as
compliance, investment communications, information technology and operations.
This heightened competition has come from traditional asset managers, banks,
insurance companies and, particularly in recent years, hedge funds, all of which
has driven up the costs of attracting and retaining key personnel.

Other reasons for the increase in costs and anticipated costs of operating
mutual funds include higher compliance and regulatory costs, as well as the cost
of technology to update and maintain necessary systems for effective investment
management operations, which continues to grow. Increased costs for the
implementation of compliance resulted from the adoption of many new SEC
requirements in recent years, including those relating to Rule 38a-1 under the
1940 Act, the Sarbanes-Oxley Act and other regulatory areas.

NYLIM believes the proposed fee increases would help defray some of the
expenses described above and give NYLIM the flexibility and means needed to
increase the capacity of its investment management staff, expand the depth and
scope of analyst coverage, and attract and retain

highly qualified investment management professionals in a competitive
environment -- all of which would enhance NYLIM's ability to seek favorable
investment returns for the benefit of Portfolio shareholders.

The proposed restated management agreement with NYLIM is designed to
provide a reasonable and sustainable fee and expense structure for the
Portfolios while maintaining overall expenses at levels that are competitive
with other variable product portfolio providers in the mutual fund industry.
NYLIM believes the additional revenues resulting from the proposed fee increases
would not materially impact its profitability. Furthermore, as noted above, the
proposed fee increases range from 0.05% to 0.10%. These increases, in most
cases, are accompanied by new breakpoints, which, based on December 31, 2007
asset levels of the Portfolios, may alleviate the impact of the proposed fee
increases.

NYLIM provides similar investment management services to other retail and
variable product mutual funds and other types of products, although channels for
distribution of interests in such funds differ among them. NYLIM considered the
schedule of fees for comparable products, and believes that while contractual
management fees need not necessarily be perfectly aligned across the complex,
NYLIM is willing to work with the Board so that the proposed effective
management fees paid by comparable products will be substantially similar.

NYLIM considered each Portfolio's performance over the one-year, three-
year, five-year (where applicable), and since inception periods as compared to
its peer group and benchmark index. With certain exceptions, the Portfolios
generally outperformed their respective category averages while demonstrating
lower risk characteristics. As noted above, the proposed fee increase would give
NYLIM the flexibility and means to enhance the capacity of its investment
management teams, expand the depth and scope of analyst coverage, and attract
and retain highly qualified investment management professionals.

WHAT DID THE BOARD CONSIDER WHEN APPROVING THE NEW MANAGEMENT AGREEMENT?

Section 15(c) of the 1940 Act requires that each mutual fund's board of
directors, including a majority of its Independent Directors, review and approve
the fund's investment advisory agreement. The Board and its Contracts Committee
conducted an extensive review process that took place at various meetings
between September 2007 and December 2007. Following this review, the Board,
including a majority of the Independent Directors, unanimously approved the New
Management Agreement at its meeting on December 7, 2007.

In reaching its decision to approve the New Management Agreement, the Board
considered information customarily furnished to the Board at its regular and
special Board meetings, as well as information requested

by the Board and prepared by NYLIM specifically in connection with the annual
contract review process. Information customarily provided to and reviewed by the
Board at its regular and special meetings throughout the year includes, among
other things, detailed investment performance reports on each Portfolio prepared
by the Investment Consulting Group at NYLIM. The Board also receives and reviews
at its regular and special meetings, among other things, periodic reports on
legal and compliance matters, brokerage activity, and sales and redemption
activity. Information requested by and provided to the Board specifically in
connection with the annual contract review process included, among other things,
reports on the Portfolios prepared by Strategic Insight, an outside third-party
service provider engaged by the Board to report objectively on each Portfolio's
investment performance, investment advisory and administration fees and ordinary
operating expenses. The Board also requested and received information on the
profitability of the Portfolios to NYLIM and its affiliates, discussed in
greater detail below, and responses to a comprehensive list of questions
prepared on behalf of the Board by independent legal counsel encompassing a
variety of topics. The Board particularly considered information provided by
NYLIM concerning its rationale for recommending increases to the overall
management fees paid by certain Portfolios under the New Management Agreement,
and requested and received additional supporting information from NYLIM about
the proposed fee increases.

In determining to approve the New Management Agreement, the members of the
Board reviewed and evaluated all of the above-described information and factors
they believed, in light of legal advice furnished to them by independent legal
counsel and through the exercise of their own business judgment, to be relevant
and appropriate. The broad factors considered by the Board are discussed in
greater detail below, and included, among other things: (i) the nature, extent,
and quality of the services to be provided to the Portfolios by NYLIM as manager
of the Portfolios; (ii) the investment performance of each Portfolio; (iii) the
cost of the services to be provided, and profits to be realized, by NYLIM and
its affiliates from NYLIM's relationship with the Portfolios; (iv) the extent to
which economies of scale may be realized as the Portfolios grow, and the extent
to which economies of scale may benefit Portfolio investors; and (v) the
reasonableness of each Portfolio's management fee levels and overall total
ordinary operating expenses, particularly as compared to similar funds.

The Board's decision to approve the New Management Agreement was not based
on any single factor noted above, but rather was based on a comprehensive
consideration of all the information provided to the Board at its regular and
special meetings throughout the year and specifically in connection with the
contract review process. Individual members of the Board may have weighed
certain factors differently. In addition

to considering the factors noted above, the Board observed that there are a
range of investment options available to variable life insurance policyholders
and variable annuity contract owners that invest in the Portfolios, and that
these policyholders and contract owners, having had the opportunity to consider
alternative investment products and services, have chosen to invest in the
Portfolios. The Board also considered that the variable life insurance
policyholders and variable annuity contract owners that invest in the Portfolios
will have an opportunity to review and consider the approval of the New
Management Agreement, as described elsewhere in this proxy statement. A more
detailed discussion of the factors that figured prominently in the Board's
decision to approve the New Management Agreement is provided below.

NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED BY NYLIM

In considering the approval of the New Management Agreement, the Board
examined the nature, extent and quality of the services that NYLIM provides to
the Portfolios. The Board evaluated NYLIM's experience in serving as manager of
the Portfolios, noting that NYLIM manages other mutual funds and serves a
variety of other investment advisory clients, including other pooled investment
vehicles. The Board considered the experience of senior personnel at NYLIM
providing management and administrative services to the Portfolios, as well as
NYLIM's reputation and financial condition. The Board considered NYLIM's
performance in fulfilling its responsibilities for overseeing the Portfolios'
legal and compliance environment, and for implementing Board directives as they
relate to the Portfolios. In addition, the Board noted that NYLIM also is
responsible for paying substantially all of the salaries and expenses for the
Fund's officers.

The Board also took note of NYLIM's willingness to invest in personnel and
resources designed to benefit the Portfolios by enhancing portfolio management
operations. In connection with NYLIM's proposal to increase overall management
fees paid by certain Portfolios under the New Management Agreement, the Board
particularly considered NYLIM's overall investment in maintaining and improving
Portfolio investment performance in recent years, and NYLIM's ability to
continue to invest in these areas going forward. The Board requested and
received specific assurances from NYLIM about additional personnel and resources
that NYLIM or its affiliates intend to commit to enhance investment management
capabilities provided to the Portfolios.

Based on these considerations, the Board concluded, within the context of
its overall determinations regarding the New Management Agreement, that the
Portfolios are likely to continue to benefit from the nature, extent and quality
of these services as a result of NYLIM's experience, personnel, operations and
resources.

INVESTMENT PERFORMANCE OF THE PORTFOLIOS

In evaluating each Portfolio's investment performance, the Board considered
investment performance results in light of the Portfolio's investment objective,
strategies and risks, as disclosed in the Portfolio's prospectus. The Board
particularly considered the detailed investment analytics reports provided to
the Board, including the Board's Investment Committee, at its regular and
special meetings throughout the year by NYLIM's Investment Consulting Group.
These reports include, among other things, information on each Portfolio's gross
and net returns, the Portfolio's investment performance relative to relevant
investment categories and Portfolio benchmarks, the Portfolio's risk-adjusted
investment performance, and the Portfolio's investment performance as compared
to similar competitor funds. The Board also considered information provided by
Strategic Insight, in connection with the Board's annual contract review,
showing the investment performance of each Portfolio as compared to similar
mutual funds managed by other investment advisers.

In considering each Portfolio's investment performance, the Board gave
weight to its ongoing discussions with senior management at NYLIM concerning
Portfolio investment performance, as well as discussions between the Portfolios'
portfolio managers and the Board that occur at meetings from time to time. The
Board considered specific actions that NYLIM had taken, or had agreed with the
Board to take, to devote additional resources to maintaining and, in some cases,
intending to enhance Portfolio investment performance. It should be noted that,
when considering a Portfolio's investment performance, the Board focuses
principally on the Portfolio's long-term performance track record, as opposed to
the Portfolio's short-term investment performance.

With respect to the MainStay VP International Equity Portfolio, the Board
noted that although the Portfolio has favorable long-term investment performance
relative to peer funds, its investment performance over the past several years
has been volatile, and generally has underperformed peer funds. In response to
discussions with the Board, NYLIM has presented to the Board a plan pursuant to
which NYLIM has committed to add additional resources dedicated to the portfolio
management of this Portfolio.

Based on these considerations, the Board concluded, within the context of
its overall determinations regarding the New Management Agreement, that each
Portfolio's investment performance over time has been satisfactory or, in the
case of the MainStay VP International Equity Portfolio, that NYLIM is taking
appropriate and reasonable actions to address the Board's concerns about the
Portfolio's more recent investment performance.

COSTS OF THE SERVICES PROVIDED, AND PROFITS TO BE REALIZED, BY NYLIM AND
ITS AFFILIATES

The Board considered the costs and estimated costs of the services provided
by NYLIM under the Current and New Management Agreement and the profitability of
NYLIM and its affiliates due to their relationship with the Portfolios over
various time periods.

In evaluating the costs and profits of NYLIM and its affiliates arising
from their relationship with the Portfolios, the Board considered, among other
things, NYLIM's investments in personnel, systems, equipment and other resources
necessary to manage the Portfolios. Particularly with respect to NYLIM's
proposal to increase overall management fees paid by certain Portfolios under
the New Management Agreement, the Board considered that NYLIM must be in a
position to pay and retain experienced professional personnel (including
investment personnel) to provide services to the Portfolios, and that NYLIM's
ability to maintain a strong financial position is important in order for NYLIM
to continue to provide high-quality ongoing services to the Portfolios. The
Board noted, for example, representations from NYLIM about the high demand and
competition for qualified investment personnel and the increased costs
associated with compensating them. In accepting NYLIM's proposal to increase
overall management fees paid by certain Portfolios under the New Management
Agreement, the Board accepted NYLIM's commitment to continue to invest NYLIM's
resources in attracting and retaining qualified investment personnel to serve
the Portfolios. The Board also took note of the continued increased costs borne
by NYLIM and its affiliates due to new regulatory and compliance requirements.

The Board also reviewed information from NYLIM regarding the profitability
realized by NYLIM and its affiliates due to their overall relationship with the
Portfolios. The Board considered information from NYLIM illustrating the
revenues and expenses allocated by NYLIM to the Portfolios, noting the
difficulty in obtaining reliable comparative data about mutual fund managers'
profitability, since such information generally is not publicly available and
may be impacted by numerous factors, including the structure of a fund manager's
organization, the types of funds it manages, and the manager's capital structure
and costs of capital. The Board also considered the consistency of NYLIM's
methodology for allocating revenues and expenses to the Portfolios as part of
the Board's review of profitability information from year-to-year. In connection
with NYLIM's proposal to increase overall management fees paid by certain
Portfolios under the New Management Agreement, the Board acknowledged that any
impact on NYLIM's profitability due to the increased management fees is not
expected to be material. While recognizing the difficulty in evaluating NYLIM's
profitability with respect to the Portfolios, and noting that other
profitability methodologies also may be reasonable, the Board concluded that the
profitability methodology presented by

NYLIM to the Board with respect to the Portfolios was reasonable in all material
respects.

In considering the costs and profitability of the Portfolios, the Board
also recognized certain fall-out benefits that may be realized by NYLIM and its
affiliates due to their relationship with the Portfolios. The Board recognized,
for example, the benefits to NYLIM from legally permitted "soft-dollar"
arrangements by which brokers provide research and other services to NYLIM in
exchange for commissions paid by the Portfolios with respect to trades on a
Portfolio's portfolio securities. The Board also considered that, in addition to
fees earned by NYLIM for managing the Portfolios, NYLIM affiliates also earn
revenues from serving the Portfolios in various other capacities, including as
the Portfolios' distributor. The information provided to the Board indicated
that the profitability to NYLIM and its affiliates arising directly from such
other arrangements was not excessive.

The Board noted that, although it assessed the overall profitability of the
Portfolios to NYLIM and its affiliates as part of the annual contract review
process, when considering the reasonableness of the fees to be paid to NYLIM and
its affiliates under the New Management Agreement, the Board considered the
profitability of NYLIM's relationship with the Portfolios on a pre-tax basis,
and without regard to distribution expenses. After evaluating the information
presented to the Board, the Board concluded, within the context of its overall
determinations regarding the New Management Agreement, that the profits realized
by NYLIM and its affiliates due to their relationship with the Portfolios are
fair and reasonable.

EXTENT TO WHICH ECONOMIES OF SCALE MAY BE REALIZED AS THE PORTFOLIOS GROW

The Board also considered whether each Portfolio's expense structure
permitted economies of scale to be shared with Fund investors. While recognizing
that any precise determination of future economies of scale is necessarily
subjective, the Board considered the extent to which NYLIM may realize a larger
profit margin as a Portfolio's assets grow over time. The Board reviewed
information from NYLIM and Strategic Insight showing how each Portfolio's
management fee compared with fees charged for similar services by peer funds if
assets increase over time. The Board noted the extent to which each Portfolio
may benefit from economies of scale through contractual breakpoints and fee
waivers, and gave particular consideration to new breakpoints and fee waivers
that the Board negotiated with NYLIM as part of the most recent annual contract
review process. The Board took particular note of new contractual breakpoints
placed on the fees of Portfolios subject to overall management fee increases
under the New Management Agreement, and the impact of these breakpoints on each
Portfolio's effective management fee at current and increased asset levels. The
Board also considered

NYLIM's commitment to work with the Board to regularly evaluate the need for
additional breakpoints or fee waivers as Portfolio assets hypothetically grow
over time.

Based on this information, the Board concluded, within the context of its
overall determinations regarding the New Management Agreement, that each
Portfolio's expense structure appropriately reflects economies of scale for the
benefit of Portfolio investors. The Board noted, however, that it would continue
to evaluate the reasonableness of each Portfolio's expense structure as the
Portfolio grows over time.

MANAGEMENT FEES AND TOTAL ORDINARY OPERATING EXPENSES

The Board evaluated the reasonableness of the fees to be paid under the New
Management Agreement and each Portfolio's expected total ordinary operating
expenses.

The Board considered information provided by NYLIM on the fees that NYLIM
charges to other investment advisory clients, including institutional separate
accounts and other funds with similar investment objectives as the Portfolios.
In this regard, the Board took into account the relative scope of services
provided to the Portfolios as compared with NYLIM's other investment advisory
clients. The Board also considered comparative data provided by Strategic
Insight on the fees and expense ratios charged by similar mutual funds managed
by other investment advisers. This comparative information assisted the Board in
evaluating the reasonableness of a Portfolio's management fees under the New
Management Agreement when compared to similar fees charged by NYLIM to other
investment advisory clients, and fees charged by other investment advisers to
mutual funds in a Portfolio's peer group.

In assessing the reasonableness of a Portfolio's management fees under the
New Management Agreement -- in particular with respect to those Portfolios that
would pay overall higher management fees under the New Management
Agreement -- the Board specifically considered NYLIM's overall investment in
maintaining and improving Portfolio investment performance in recent years, and
NYLIM's ability and commitment to continue to invest in these areas going
forward, as discussed above. With respect to each Portfolio's total ordinary
operating expenses, the Board took note of fee and expense arrangements that had
been negotiated by the Board with NYLIM as part of the most recent annual
contract review process, and observed that the net management fees paid by many
Portfolios impacted by proposed management fee increases had been lower than
comparable fees paid by peer funds. The Board observed that, even with the
higher management fees to be paid by certain Portfolios under the New Management
Agreement, the management fee to be paid by each Portfolio is expected to be in
proximity to the median comparable fee paid by peer funds.

Based on these considerations, the Board concluded that each Portfolio's
management fee and total ordinary operating expenses were within a range that is
competitive and, within the context of the Board's overall conclusions regarding
the New Management Agreement, supports a conclusion that these fees and expenses
are reasonable.

CONCLUSION

On the basis of the information provided to it and its evaluation thereof,
the Board, including a majority of the Independent Directors, unanimously
approved the New Management Agreement.

SHAREHOLDER APPROVAL

Approval of this Proposal with respect to a Portfolio requires an
affirmative vote of the holders of "a majority of the outstanding shares" of
that Portfolio, as defined in the 1940 Act. Each Portfolio offers Initial and
Service Class shares, both of which will vote together on this Proposal. The
Cash Management Portfolio only offers Initial Class shares. Shareholders of each
Portfolio will vote separately on the Proposals.

BOARD RECOMMENDATION

THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE SHAREHOLDERS OF EACH PORTFOLIO APPROVE THIS PROPOSAL.

*********************

VOTING INFORMATION

This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board to be used at the Special Meeting. This Proxy Statement,
along with a Notice of the Special Meeting and a proxy card, is first being
mailed to shareholders of the Portfolios on or about February 1, 2008. Only
shareholders of record as of the close of business on the Record Date, January
4, 2008, will be entitled to notice of, and to vote at, the Special Meeting. If
the enclosed form of proxy card is properly executed and returned in time to be
voted at the Special Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked but properly executed proxy cards will be voted FOR each Proposal and
FOR any other matters properly presented at the meeting.

A proxy may be revoked at any time on or before the Special Meeting by
written notice to the Secretary of the Fund at the address on the cover of this
Proxy Statement or by attending and voting at the Special Meeting. Unless
revoked, all valid and executed proxies will be voted in accordance with the
specifications therein or, in the absence of such specifications, for approval
of the Reorganization Agreement and the Reorganization contemplated thereby.

VOTING OF PROXIES. If you attend the Special Meeting you may vote your
shares in person. If you do not plan to attend the Special Meeting, please cast
your vote by completing, signing, and returning the enclosed proxy card by mail
in the envelope provided. You may also vote your shares through telephone touch-
tone voting or Internet voting. These options require you to input a control
number, which is located on each proxy card. After inputting these numbers, you
will be prompted to provide your vote on the Proposal. You will have an
opportunity to review your vote and make any necessary changes before submitting
your vote and terminating your telephone call or Internet connection.

Timely and properly completed and submitted proxies will be voted as
instructed by Policy Owners. A Policy Owner who executes and returns a proxy may
revoke the proxy at any time prior to the date the proxy is to be exercised by
(1) delivering to the Fund written notice of the revocation, (2) delivering to
the Fund a proxy with a later date, or (3) voting in person at the Special
Meeting. Attendance at the Special Meeting, by itself, will not revoke a
previously-tendered proxy.

In the event a Policy Owner signs and returns the proxy but does not
indicate his or her vote as to a Proposal, such proxy will be voted FOR the
Proposal.

QUORUM REQUIREMENTS. A quorum of shareholders (i.e., NYLIAC as the record
owner of the Portfolios' Shares) is necessary to hold a valid meeting and to
consider the Proposals. The holders of a majority of the outstanding shares on
the Record Date present, in person or by proxy, at the Special Meeting shall
constitute a quorum.

VOTES NECESSARY TO APPROVE THE PROPOSAL. Approval of the Proposal requires
an affirmative vote of the holders of a majority of the outstanding voting
securities of the affected Portfolio(s), as appropriate. As defined in the 1940
Act, a "majority of the outstanding voting securities" of a fund is the lesser
of (1) 67% or more of the voting securities of the fund present at the Special
Meeting, if the holders of more than 50% of the outstanding voting securities of
the fund are present in person or by proxy at the Special Meeting, or (2) more
than 50% of the outstanding voting securities of the fund. NYLIAC, as the holder
of record shares of a Portfolio, is required to "pass through" to its Policy
Owners the right to vote shares of the Portfolio.

The Fund expects that NYLIAC will vote 100% of the shares of a Portfolio
held by its respective separate account(s). NYLIAC will vote shares of the
Portfolio for which no instructions have been received or for which it is not
otherwise entitled to vote in its discretion in the same proportion as it votes
shares for which it has received instructions or is otherwise entitled to vote.

As noted earlier, the Fund's Asset Allocation Portfolios may invest in and
own shares of any of the Portfolios involved in this Proxy Statement. In that
event, the Asset Allocation Portfolios' investment manager has the discretion to
vote some or all of the shares of the Portfolios on the Proposals. The Fund has
been advised by NYLIM that these shares will be voted pursuant to established
policies and procedures designed to address potential conflicts of interest.

Abstentions will have the effect of a negative vote on a Proposal. Properly
executed but unmarked voting instructions from Policy Owners will be voted in
favor of a Proposal. The Fund may adjourn the Special Meeting to the extent
permitted by law, if necessary to permit NYLIAC to obtain additional voting
instructions from Policy Owners.

The total number of shares outstanding as of the Record Date is provided at
APPENDIX D. Shareholders of the Portfolios, as of the Record Date, are entitled
to one vote for each full share held and fractional votes for fractional shares
held through their Policy.

ADJOURNMENTS. If a quorum is not present at the Special Meeting or if a
quorum is present but sufficient votes to approve the Proposal have

not been received at the time of the Special Meeting, the persons named as
proxies may propose one or more adjournments of the Special Meeting in
accordance with applicable law to permit further solicitation of votes. The
persons named as proxies will vote in favor of adjournment with respect to those
proxies that have been voted in favor of the Proposal and will vote against any
such adjournment with respect to those proxies that have been voted against the
Proposal.

PAYMENT OF SOLICITATION EXPENSES. The cost of the Special Meeting,
including costs of solicitation of proxies and voting instructions, relating to
the fee modification under the New Management Agreement will be borne by NYLIM.
With respect to the cost of the Special Meeting relating to the New Management
Agreement for those Portfolios where there is no fee modification, 50% of the
cost will be borne by NYLIM and the remaining 50% of the cost will be allocated
among the five affected Portfolios in proportion to their relative net asset
values.

The cost of the Special Meeting, including costs of solicitation of proxies
and voting instructions, are estimated to be approximately $729,000. Proxies may
be solicited via regular mail and also may be solicited via telephone by
personnel of NYLIM, the Fund, their respective affiliates, or, in NYLIM's
discretion, a commercial firm retained for this purpose.

OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING. The Fund does not know
of any matters to be presented at the Special Meeting other than those described
in this Proxy Statement. If any other matters come before the Special Meeting,
including any proposal to adjourn the Special Meeting to permit the continued
solicitation of proxies in favor of the Proposal, it is the Fund's intention
that proxies not containing specific restrictions to the contrary will be voted
on such matters in accordance with the judgment of the persons named in the
enclosed proxy.

FUTURE SHAREHOLDER PROPOSALS. A Policy Owner may request inclusion in the
Fund's proxy statement and proxy card for shareholder meetings certain proposals
for action which the Policy Owner intends to introduce at such meeting. Any
Policy Owner proposals must be presented a reasonable time before the proxy
materials for the next meeting are sent to Policy Owners. The submission of a
proposal does not guarantee its inclusion in the proxy statement and is subject
to limitations under the federal securities laws. The Fund is not required to
hold regular meetings of shareholders, and in order to minimize its costs, does
not intend to hold meetings of the shareholders unless so required by applicable
law, regulation, regulatory policy, or unless otherwise deemed advisable by the
Board or the Fund's management. Therefore, it is not practicable to specify a
date by which proposals must be received in order to be incorporated in an
upcoming proxy statement for a meeting of shareholders.

OTHER INFORMATION

Investment Advisor and Administrator. NYLIM, located at 51 Madison Avenue,
New York, New York 10010, serves as the investment advisor and administrator for
each Portfolio. NYLIM was formed as an independently managed, indirect, wholly-
owned subsidiary of New York Life Insurance Company in April 2000. As of October
31, 2007, NYLIM and its affiliates managed approximately $252.6 billion in
assets. APPENDIX E sets forth information regarding mutual funds for which NYLIM
provides advisory services and that have investment objectives and strategies
that are similar to those of the Portfolios. APPENDIX F to this Proxy Statement
sets forth the managers and principal executive officers of NYLIM.

Distributor. NYLIFE Distributors LLC, 169 Lackawanna Avenue, Parsippany,
New Jersey, 07054, serves as distributor of the Fund for the Service Class
shares of the Portfolios. The Distributor is a wholly-owned subsidiary of New
York Life Investment Management Holdings LLC.

Independent Registered Public Accounting Firm. PricewaterhouseCoopers LLP,
300 Madison Avenue, New York, New York 10017, has been selected as independent
registered public accounting firm of the Fund. PricewaterhouseCoopers LLP is
responsible for auditing the annual financial statements of the Portfolios.
Representatives of PricewaterhouseCoopers LLP are not expected to be present at
the Special Meeting, but have been given the opportunity to make a statement if
they so desire and will be available should any matter arise requiring their
presence.

Custodian. Pursuant to an agreement with NYLIM, State Street Bank and
Trust Company ("State Street"), One Lincoln Street, Boston, Massachusetts,
02111-2900, serves as the Custodian for each Portfolio's assets. State Street
also provides sub-administration and sub-accounting services for the Portfolios.
These services include calculating daily net asset values of the Portfolios,
maintaining general ledger and sub-ledger accounts for the calculation of the
Portfolios' respective net asset values, and assisting NYLIM in conducting
various aspects of the Portfolios' administrative operations. State Street also
holds the Portfolios' foreign assets. For providing these services, State Street
is compensated by NYLIM.

Shareholder Reports. The Fund will furnish, without charge, to any Policy
Owner, upon request, a printed version of the most recent annual report (and any
subsequent semi-annual report) of any of the Portfolios owned by that
shareholder. Such requests may be directed to the Fund by writing to New York
Life Insurance and Annuity Corporation, Attn: MainStay VP Series Fund, Inc., 51
Madison Avenue, Room 452, New York, New York 10010, or by calling toll-free 1-
800-598-2019. The financial statements included in the Portfolios' most recent
annual report (and any subsequent semi-annual report) are incorporated by
reference in this Proxy Statement.

Beneficial Share Ownership of Directors and Officers. As of the Record
Date, the Directors and officers of the Fund, as a group, beneficially owned
less than 1% of the outstanding shares of each class of the Portfolio.

Beneficial Share Ownership of Shareholders. As of the Record Date, the
shareholders with respect to each Portfolio known by that Portfolio to
beneficially own 5% or more of the outstanding interest of a class of that
Portfolio are identified at APPENDIX G.

APPENDIX A

LIST OF SHORTHAND NAMES OF THE PORTFOLIOS

<Table>
<Caption>
SHORTHAND PORTFOLIO NAME USED
PORTFOLIO NAME IN THIS PROXY
- -------------- -------------------------------

MainStay VP Bond Portfolio Bond
MainStay VP Capital Capital Appreciation
Appreciation Portfolio
MainStay VP Cash Management Cash Management
Portfolio
MainStay VP Common Stock Common Stock
Portfolio
MainStay VP Convertible Convertible
Portfolio
MainStay VP Developing Growth Developing Growth
Portfolio
MainStay VP Government Government
Portfolio
MainStay VP High Yield High Yield Corporate Bond
Corporate Bond Portfolio
MainStay VP ICAP Select Equity ICAP Select Equity
Portfolio
MainStay VP International International Equity
Equity Portfolio
MainStay VP Large Cap Growth Large Cap Growth
Portfolio
MainStay VP S&P 500 Index S&P 500 Index
Portfolio
MainStay VP Total Return Total Return
Portfolio
</Table>

A-1

APPENDIX B

<Table>
<Caption>
SHAREHOLDER APPROVAL OF CURRENT
INVESTMENT
ADVISORY AGREEMENT AND CURRENT
ADMINISTRATIVE SERVICES
PORTFOLIO AGREEMENT*
- --------- -------------------------------

Bond January 23, 1984
Capital Appreciation January 19, 1993
Cash Management January 19, 1993
Common Stock January 23, 1984
Convertible August 22, 1996
Developing Growth April 1, 1998
Government January 19, 1993
High Yield Corporate Bond February 21, 1995
ICAP Select Equity April 1, 1998
International Equity February 21, 1995
Large Cap Growth April 1, 1998
S&P 500 Index January 19, 1993
Total Return January 19, 1993
</Table>

* The purpose for submitting the Agreements to shareholders was to obtain the
consent of sole initial shareholder in connection with the launch of the
Portfolios.

B-1

APPENDIX C

FORM OF RESTATEMENT OF MANAGEMENT AGREEMENT

This Restatement of Management Agreement is hereby made as of the day
of , 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").

WITNESSETH:

WHEREAS, the Company is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and

WHEREAS, the shares of common stock of the Company (the "Shares") are
divided into separate series, each of which is established by resolution of the
Board of Directors of the Company and the Directors may from time to time
terminate such series or establish and terminate additional series; and

WHEREAS, the Manager is engaged in rendering investment management services
and is registered as an investment adviser under the Investment Advisers Act of
1940, as amended (the "Advisers Act"); and

WHEREAS, the Company desires to retain the Manager to provide investment
advisory and related administrative services to each of the Funds, and the
Manager is willing to provide or procure such services on the terms and
conditions hereinafter set forth; and

WHEREAS, the Company entered into an Investment Advisory Agreement and
Administrative Services Agreement, each dated as of December 15, 1996 (the
"Prior Agreements"); and

WHEREAS, the parties hereto now desire to amend and restate the Prior
Agreements to reflect the effective date of the Agreement and the revised fee
schedule; and

WHEREAS, this Agreement restates, in its entirety, the Prior Agreements;
and

WHEREAS, the parties to this Agreement acknowledge that the Agreement is
not intended to materially change the services provided under the Prior
Agreements;

C-1

NOW, THEREFORE, the parties agree as follows:

ARTICLE I.

APPOINTMENT

A. Appointment. The Company hereby appoints NYLIM to act as Manager to
the Portfolios for the period and on the terms set forth in this Agreement. The
Manager accepts such appointment and agrees to provide the advisory and
administrative services herein described, for the compensation herein provided.

ARTICLE II.

ADVISORY SERVICES

A. Advisory Duties of Manager. Subject to the supervision of the Board of
Directors (the "Board") of the Company, the Manager shall manage all aspects of
the advisory operations of each Portfolio and the composition of the portfolio
of each Portfolio, including the purchase, retention and disposition of
securities therein, in accordance with the investment objectives, policies and
restrictions of the Portfolio, as stated in the currently effective Prospectus
(as hereinafter defined); in conformity with the Articles of Incorporation and
By-Laws (each as hereinafter defined) of the Company; under the instructions and
directions of the Directors of the Company; and in accordance with the
applicable provisions of the 1940 Act and the rules and regulations thereunder,
the provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
relating to regulated investment companies and all rules and regulations
thereunder, and all other applicable federal and state laws and regulations. In
connection with the services provided under this Agreement, the Manager will use
its best efforts to manage each Portfolio so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations issued
thereunder, and will comply with the diversification requirements of Section
817(h) of the Code and the regulations issued thereunder, and any other rules
and regulations applicable to investment vehicles underlying variable annuity
contracts or variable life insurance policies. In managing each Portfolio in
accordance with the requirements set out in this Section, the Manager will be
entitled to receive and act upon advice of counsel for the Company or a
Portfolio.

1. Portfolio Management. The Manager will determine the securities and
other instruments to be purchased, sold or entered into by each Portfolio and
place orders with broker-dealers, foreign currency dealers, futures commission
merchants or others pursuant to the Manager's determinations and all in
accordance with each Portfolio's policies as set out in the Prospectus of the
Portfolio or as adopted by the Board of

C-2

Directors and disclosed to the Manager. The Manager will determine what portion
of each Portfolio's portfolio will be invested in securities and other assets
and what portion, if any, should be held uninvested in cash or cash equivalents.
Each Portfolio will have the benefit of the investment analysis and research,
the review of current economic conditions and trends and the consideration of
long-range investment policy generally available to the Manager's investment
advisory clients.

2. Selection of Brokers. Subject to the policies established by, and any
direction from, the Company's Board, the Manager will be responsible for
selecting the brokers or dealers that will execute the purchases and sales for a
Portfolio. The Manager will place orders pursuant to its determination with or
through such persons, brokers or dealers (including NYLIFE Securities Inc.) in
conformity with the policy with respect to brokerage as set forth in the
Company's Registration Statement or as the Board may direct from time to time.
It is recognized that, in providing the Portfolios with investment supervision
or the placing of orders for portfolio transactions, the Manager will give
primary consideration to securing the most favorable price and efficient
execution. Consistent with this policy, the Manager may consider the financial
responsibility, research and investment information and other services provided
by brokers or dealers who may effect or be a party to any such transaction or
other transactions to which other clients of the Manager may be a party. It is
understood that neither the Portfolios, the Company nor the Manager has adopted
a formula for allocation of the Portfolios' investment transaction business. It
is also understood that it is desirable for the Portfolios that the Manager have
access to supplemental investment and market research and security and economic
analyses provided by certain brokers who may execute brokerage transactions at a
higher cost to the Portfolios than may result when allocating brokerage to other
brokers on the basis of seeking the most favorable price and efficient
execution. Therefore, the Manager or any subadvisor is authorized to place
orders for the purchase and sale of securities for the Portfolios with such
certain brokers, subject to review by the Company's Directors from time to time
with respect to the extent and continuation of this practice. It is understood
that the services provided by such brokers may be useful to the Manager or any
subadvisor in connection with its services to other clients.

Subject to the foregoing, it is understood that the Manager will not be
deemed to have acted unlawfully, or to have breached a fiduciary duty to the
Company or be in breach of any obligation owing to the Company under this
Agreement, or otherwise, solely by reason of its having directed a securities
transaction on behalf of a Portfolio to a broker-dealer in compliance with the
provisions of Section 28(e) of the Securities Exchange Act of 1934 or as
otherwise permitted from time to time by a Portfolio's Prospectus.

C-3

On occasions when the Manager deems the purchase or sale of a security to
be in the best interest of the Portfolios as well as other clients, the Manager,
to the extent permitted by applicable laws and regulations, may, but shall be
under no obligation to, aggregate the securities to be so sold or purchased in
order to obtain the most favorable price or lower brokerage commissions and
efficient execution. In such event, allocation of the securities so purchased or
sold, as well as expenses incurred in the transaction, will be made by the
Manager in the manner it considers to be the most equitable and consistent with
its fiduciary obligations to the Portfolios and to such other clients.

3. Delegation of Investment Advisory Services. Subject to the prior
approval of a majority of the members of the Board, including a majority of the
Board who are not "interested persons", and, to the extent required by
applicable law, by the shareholders of a Portfolio, the Manager may, through a
subadvisory agreement or other arrangement, delegate to a subadvisor any of the
duties enumerated in this Agreement, including the management of all or a
portion of the assets being managed. Subject to the prior approval of a majority
of the members of the Board, including a majority of the Board who are not
"interested persons", and, to the extent required by applicable law, by the
shareholders of a Portfolio, the Manager may adjust such duties, the portion of
assets being managed, and the fees to be paid by the Manager; provided, that in
each case the Manager will continue to oversee the services provided by such
company or employees and any such delegation will not relieve the Manager of any
of its obligations under this Agreement.

The Company and Manager understand and agree that the Manager may manage a
Portfolio in a "manager-of-managers" style with either a single or multiple
subadvisors, which contemplates that the Manager will, among other things and
pursuant to an Order issued by the Securities and Exchange Commission ("SEC"):
(i) continually evaluate the performance of each Subadvisor to a Portfolio, if
applicable, through quantitative and qualitative analysis and consultations with
such Subadvisor; (ii) periodically make recommendations to the Board as to
whether the contract with one or more Subadvisors should be renewed, modified,
or terminated; and (iii) periodically report to the Board regarding the results
of its evaluation and monitoring functions. The Company recognizes that a
Subadvisor's services may be terminated or modified pursuant to the "manager-of-
managers" process, and that the Manager may appoint a new Subadvisor for a
Subadvisor that is so removed.

4. Instructions to Custodian. The Manager or any subadvisor shall provide
the Company's Custodian on each business day with information relating to the
execution of all portfolio transactions pursuant to standing instructions.

C-4

5. Valuation. The Manager will provide assistance to the Board in valuing
the securities and other instruments held by each Portfolio, to the extent
reasonably required by such valuation policies and procedures as may be adopted
by each Portfolio.

B. Books and Records. The Manager further agrees to preserve for the
periods prescribed by Rule 31a-2 as promulgated by the Securities and Exchange
Commission (the "Commission") under the 1940 Act any such records as are
required to be maintained by the Manager. The Manager shall render to the
Company's Directors such periodic and special reports as the Directors may
reasonably request.

C. Advisory Services Not Exclusive. The Manager's services to the Company
and each Portfolio pursuant to this Agreement are not exclusive and it is
understood that the Manager may render investment advice, management and
services to other persons (including other investment companies) and engage in
other activities, so long as its services under this Agreement are not impaired
by such other activities. It is understood and agreed that officers or directors
are not prohibited from engaging in any other business activity or from
rendering services to any other person, or from serving as partners, officers,
trustees or directors of any other firm, trust or corporation, including other
investment companies. Whenever a Portfolio and one or more other accounts or
investment companies advised by the Manager have available funds for investment,
investments suitable and appropriate for each will be allocated in accordance
with procedures believed by the Manager to be equitable to each entity over
time. Similarly, opportunities to sell securities will be allocated in a manner
believed by the Manager to be equitable to each entity over time. The Company
and each Portfolio recognize that in some cases this procedure may adversely
affect the size of the position that may be acquired or disposed of for a
Portfolio.

ARTICLE III.

ADMINISTRATIVE SERVICES

A. Administrative Duties of Manager. The Manager shall (i) furnish the
Funds with office facilities; (ii) be responsible for the financial and
accounting records required to be maintained by the Funds (excluding those being
maintained by the Funds' Custodian and Transfer Agent except as to which the
Manager has supervisory functions) and other than those being maintained by the
Funds' subadvisor, if any; and (iii) furnish the Funds with board materials,
ordinary clerical, bookkeeping and record keeping services at such office
facilities, and such other services as the parties may agree.

The Manager will also monitor each Portfolio's compliance with its
investment and tax guidelines and other compliance policies.

C-5

1. Instructions to Custodian. The Manager or any subadministrator shall
provide the Company's Custodian on each business day with information relating
to the execution of all portfolio transactions pursuant to standing
instructions.

2. Books and Records. The Manager shall keep the Portfolios' books and
records required to be maintained by it. The Manager agrees that all records
which it maintains for the Portfolios are the property of the Portfolios, and it
will surrender promptly to the Portfolios any of such records upon the
Portfolios' request. Moreover, the Manager shall maintain all books and records
with respect to the Portfolios' securities transactions required by sub-
paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the
1940 Act and any other books and records required to be maintained by it under
the 1940 Act and the Rules thereunder. The Manager shall render to the Company's
Directors such periodic and special reports as the Directors may reasonably
request.

3. Administrative Services Not Exclusive. The Manager's services to the
Company and each Portfolio pursuant to this Agreement are not exclusive and it
is understood that the Manager may render administrative services to other
persons and to engage in other activities, so long as its services under this
Agreement are not impaired by such other activities. It is understood and agreed
that officers or directors of the Manager may serve as officers or Directors of
the Company, and that officers or Directors of the Company may serve as officers
or directors of the Manager to the extent permitted by law; and that the
officers and directors of the Manager are not prohibited from engaging in any
other business activity or from rendering services to any other person, or from
serving as partners, officers, trustees or directors of any other firm, trust or
corporation, including other investment companies.

4. Delegation of Administration Services. With respect to any or all
series of the Company, including the Portfolios, the Manager may enter into one
or more contracts "Sub-Administration Contract") with a sub-administrator in
which the Manager delegates to such sub-administrator any or all its duties
specified in this Agreement, provided that the Sub-Administration Contract meets
all applicable requirements of the 1940 Act and rules thereunder, as applicable.
The Manager will at all times maintain responsibility for providing the
administration services, and will supervise any sub-administrator.

C-6

ARTICLE IV.

EXPENSES

A. Expenses Borne by Manager.

1. In connection with the services rendered by the Manager under this
Agreement, the Manager will bear all of the following expenses:

(i) The salaries and expenses of all personnel of the Company and the
Manager, except the fees and expenses of Directors who are not interested
persons of the Manager or of the Company, and the salary (or a portion
thereof) of the Company's Chief Compliance Officer that the Board approves
for payment by the Portfolios; and

(ii) All expenses incurred by the Manager in connection with managing
the investment operations of the Portfolios other than those assumed by the
Company, Portfolio or Administrator of the Portfolio or the Company or
other third party under a separate agreement.

2. The Manager will not be required to pay expenses of any activity which
is primarily intended to result in sales of Shares if and to the extent that (i)
such expenses are required to be borne by a principal underwriter that acts as
the distributor of the Portfolio's Shares pursuant to an underwriting agreement
that provides that the underwriter will assume some or all of such expenses, or
(ii) the Company on behalf of the Portfolio will have adopted a plan in
conformity with Rule 12b-1 under the 1940 Act providing that the Portfolio (or
some other party) will assume some or all of such expenses. The Manager will pay
such sales expenses only to the extent they are not required to be paid by the
principal underwriter pursuant to the underwriting agreement or are not
permitted to be paid by a Portfolio (or some other party) pursuant to such a
plan.

A. Expenses Borne by the Company/Portfolio.

1. Each Portfolio assumes and will pay its expenses, including but not
limited to those described below (where any such category applies to more than
one series of the Company, the Portfolio shall be liable only for its allocable
portion of the expenses):

(i) The fees of any investment adviser or expenses otherwise incurred
by the Company in connection with the management of the investment and
reinvestment of the assets of the Portfolios;

(ii) Brokers' commissions and any issue or transfer taxes chargeable
to the Company in connection with its securities transactions on behalf of
the Portfolios;

C-7

(iii) Litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of the Company's business;

(iv) The fees and expenses of Directors who are not interested
persons of the Manager of any investment adviser, and the salary (or a
portion thereof) of the Company's Chief Compliance Officer that the Board
approves for payment by the Portfolios;

(v) The fees and expenses of the Portfolios' Custodian which relate
to (a) the custodial function and the recordkeeping connected therewith,
(b) the preparation and maintenance of the general required accounting
records of the Portfolios not being maintained by the Manager, (c) the
pricing of the Portfolio's Shares, including the cost of any pricing
service or services which may be retained pursuant to the authorization of
the Directors of the Company, and (d) for both mail and wire orders, the
cashiering function in connection with the issuance and redemption of the
Portfolios' Shares;

(vi) The fees and expenses of the Portfolios' transfer and dividend
disbursing agent, which may be a custodian of the Portfolios, which relate
to the maintenance of each shareholder account;

(vii) The charges and expenses of legal counsel (including an
allocable portion of the cost of maintaining an internal legal department
(provided pursuant to a separate legal services agreement) and compliance
department) and independent accountants for the Company;

(viii) All taxes and business fees payable by the Portfolios to
federal, state or other governmental agencies;

(ix) The fees of any trade association of which the Company may be a
member;

(x) The cost of share certificates representing the Portfolios'
shares;

(xi) The cost of fidelity, Directors and officers and errors and
omissions insurance;

(xii) Allocable communications expenses with respect to investor
services and all expenses of shareholders' and Directors meetings and of
preparing, printing and mailing prospectuses, proxies and other reports to
shareholders in the amount necessary for distribution to the shareholders;

(xiii) The fees and expenses involved in registering and maintaining
registrations of the Company and of its Shares with the Commission,
registering the Company a broker or dealer and qualifying its Shares under
state securities laws, including the

C-8

preparation and printing of the Company's registration statements and
prospectuses for filing under federal and state securities laws for such
purposes;

(xiv) Litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of the Company's business; and

(xv) Organization Expenses. The Company hereby agrees to reimburse
the Manager for the organization expenses of, and the expenses incurred in
connection with, the initial offering of any new share classes of a
Portfolio or the initial offering of a new series of the Company.

ARTICLE V

COMPENSATION

A. Compensation. For the services provided and the facilities furnished
pursuant to this Agreement, the Company will pay to the Manager as full
compensation therefor a fee at the annual rate for each Portfolio as set forth
on Schedule A. This fee will be computed daily and will be paid to the Manager
monthly. This fee will be chargeable only to the applicable Portfolio, and no
other series of the Company shall be liable for the fee due and payable
hereunder. The Portfolios shall not be liable for any expense of any other
series of the Company.

The Manager may from time to time agree not to impose all or a portion of
its fee otherwise payable under this Agreement and/or undertake to pay or
reimburse a Portfolio for all or a portion of its expenses not otherwise
required to be paid by or reimbursed by the Manager. Unless otherwise agreed,
any fee reduction or undertaking may be discontinued or modified by the Manager
at any time. For the month and year in which this Agreement becomes effective or
terminates, there will be an appropriate pro ration of any fee based on the
number of days that the Agreement is in effect during such month and year,
respectively.

ARTICLE VI

ADDITIONAL OBLIGATIONS OF THE PORTFOLIOS/COMPANY

A. Documents. The Company has delivered to the Manager copies of each of
the following documents and will deliver to it all future amendments and
supplements, if any:

1. Articles of Incorporation of the Company, as amended from time to
time, as filed with the Department of Assessments and Taxation of the State
of Maryland (such Articles of Incorporation,

C-9

as in effect on the date hereof and as amended from time to time, is herein
called the "Articles of Incorporation");

2. By-Laws of the Company, as amended from time to time, (such By-
Laws, as in effect on the date hereof and as amended from time to time, are
herein called the "By-Laws");

3. Certified Resolutions of the Directors of the Company authorizing
the appointment of the Manager and approving the form of this Agreement;

4. Registration Statement under the 1940 Act and the Securities Act
of 1933, as amended, on Form N-1A (the "Registration Statement"), as filed
with the Commission, relating to the Portfolios and the Portfolios' Shares
and all amendments thereto;

5. Notification of Registration of the Company under the 1940 Act on
Form N-8A as filed with the Commission and all amendments thereto; and

6. The form of Prospectus and Statement of Additional Information of
the Company pursuant to which the Portfolios' shares are offered for sale
to the public (such Prospectus and Statement of Additional Information, as
currently in effect and as amended or supplemented from time to time, being
herein called collectively the "Prospectus").

B. Company Materials. During the term of this Agreement, the Company
agrees to furnish the Manager at its principal office all prospectuses, proxy
statements, reports to shareholders, sales literature or other material prepared
for distribution to shareholders of the Portfolios or to the public, which refer
to the Manager in any way, prior to use thereof and, not to use such material if
the Manager reasonably objects in writing within five business days (or such
other time as may be mutually agreed) after receipt thereof. In the event of
termination of this Agreement, the Company will continue to furnish to the
Manager copies of any of the above-mentioned materials that refer in any way to
the Manager. The Company shall furnish or otherwise make available to the
Manager such other information relating to the business affairs of the
Portfolios as the Manager at any time, or from time to time, reasonably requests
in order to discharge its obligations hereunder.

ARTICLE VII

LIMITATION OF LIABILITY OF MANAGER

A. Limitation of Liability of Manager.

1. As an inducement to the Manager undertaking to provide services to
the Company and each Portfolio pursuant to this

C-10

Agreement, the Company and each Portfolio agrees that the Manager will not
be liable under this Agreement for any error of judgment or mistake of law
or for any loss suffered by the Company or a Portfolio in connection with
the matters to which this Agreement relates, provided that nothing in this
Agreement will be deemed to protect or purport to protect the Manager
against any liability to the Company, a Portfolio or its shareholders to
which the Manager would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of its reckless disregard of its obligations and
duties under this Agreement.

2. The rights of exculpation provided under this Section are not to
be construed so as to provide for exculpation of any person described in
this Section for any liability (including liability under U.S. federal
securities laws that, under certain circumstances, impose liability even on
persons that act in good faith) to the extent (but only to the extent) that
exculpation would be in violation of applicable law, but will be construed
so as to effectuate the applicable provisions of this Section to the
maximum extent permitted by applicable law.

ARTICLE IX

MISCELLANEOUS

A. Manager Personnel. The Manager shall authorize and permit any of its
directors, officers and employees who may be elected or appointed as Directors
or officers of the Company to serve in the capacities in which they are elected
or appointed. Services to be furnished by the Manager under this Agreement may
be furnished through the medium of any of such directors, officers, or
employees. The Manager shall make its directors, officers and employees
available to attend Company Board meetings as may be reasonably requested by the
Board from time to time. The Manager shall prepare and provide such reports on
the funds and their operations as may be reasonably requested by the board from
time to time. The Manager shall implement Board-approved proxy voting policies
and procedures, and shall respond to corporate actions taken by issuers of the
Portfolio's portfolio holdings consistent with its fiduciary duty to the
Portfolios.

B. Duration and Termination. This Agreement shall continue in effect with
respect to the Portfolios for a period of more than two years from the date
hereof following shareholder approval, as necessary, and thereafter only so long
as such continuance is specifically approved at least annually with respect to
the Portfolios in conformity with the requirements of the 1940 Act and the Rules
thereunder and any applicable SEC or SEC staff guidance or interpretation. This
Agreement shall continue in effect with respect to the Portfolios for a period
of more than one

C-11

year from the date hereof in circumstances when shareholder approval is not
required, and thereafter only so long as such continuance is specifically
approved at least annually with respect to the Portfolios in conformity with the
requirements of the 1940 Act and the Rules thereunder and any applicable SEC or
SEC staff guidance or interpretation. However, this Agreement may be terminated
with respect to the Portfolios at any time, without the payment of any penalty,
by the Directors of the Company or by vote of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the Portfolios, or by the
Manager at any time, without the payment of any penalty, on not more than 60
days' nor less than 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).

C. Additional Series. In the event the Company establishes one or more
Portfolios after the effective date of this Agreement, such Portfolios will
become Portfolios under this Agreement upon approval of this Agreement by the
Board of Directors with respect to the Portfolios and the execution of an
amended Schedule A reflecting the Portfolios.

D. Independent Contractor. Except as otherwise provided herein or
authorized by the Board of the Company from time to time, the Manager shall for
all purposes herein be deemed to be an independent contractor and shall have no
authority to act for or represent the Portfolios or the Company in any way or
otherwise be deemed an agent of the Portfolios or the Company.

E. Amendment. This Agreement may be amended in writing by mutual consent,
but the consent of the Portfolios, if required, must be obtained in conformity
with the requirements of the 1940 Act and the Rules thereunder.

F. Notice. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Manager at NYLIM Center, 169
Lackawanna Avenue, Parsippany, New Jersey 07054, Attention: Secretary; or (2) to
the Company at 51 Madison Avenue, New York, New York 10010, Attention:
President.

G. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

H. Use of Name. The Portfolios may use any name including the word
MainStay only for so long as this Agreement or any other agreement between the
Managers or any other affiliate of New York Life Insurance Company and the
Company or any extension, renewal or amendment thereof remains in effect,
including any similar agreement with any organization which shall have succeeded
to the Manager's business as investment adviser and/or administrator. At such
time as such an

C-12

agreement shall no longer be in effect, each Portfolio will (to the extent that
it lawfully can) cease to use such name or any other name indicating that it is
advised by or otherwise connected with the Manager or any organization that
shall have so succeeded to its respective business.

I. Captions and Headings. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.

J. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.

K. Interpretation of Law. As used in this Agreement, terms shall have the
same meaning as such terms have in the 1940 Act. Where the effect of a
requirement of the federal securities laws reflected in any provision of this
Agreement is made less restrictive by a rule, regulation or order of the
Commission, whether of special or general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day
of , 2008. This Agreement may be signed in counterpart.

C-13

SCHEDULE A

For all services rendered by the Manager hereunder, the below named
Portfolio of the Company shall pay the Manager and the Manager agrees to accept
as full compensation for all services rendered hereunder, at annual fee equal to
the following:

<Table>
<Caption>
PORTFOLIO ANNUAL RATE(1)
- --------- --------------

Bond Portfolio................................ 0.50%(2)
Capital Appreciation Portfolio................ 0.61%(3)
Cash Management Portfolio..................... 0.45%(4)
Common Stock Portfolio........................ 0.55%(5)
Convertible Portfolio......................... 0.60%(6)
Developing Growth Portfolio................... 0.80%(7)
Government Portfolio.......................... 0.50%(2)
High Yield Corporate Bond Portfolio........... 0.57%(8)
ICAP Select Equity Portfolio.................. 0.80%(9)
International Equity Portfolio................ 0.89%(10)
Large Cap Growth Portfolio.................... 0.75%(11)
S&P 500 Index Portfolio....................... 0.30%(12)
Total Return Portfolio........................ 0.57%(13)
</Table>

- --------

(1) of each Portfolio's average daily net assets.

(2) contractual fee breakpoints as follows: 0.50% on assets up to $500
million; 0.475% on assets from $500 million to $1 billion; and 0.45% on
assets over $1 billion.

(3) contractual fee breakpoints as follows: 0.61% on assets up to $1
billion; 0.50% on assets over $1 billion.

(4) contractual fee breakpoints as follows: 0.45% on assets up to $500
million; 0.40% on assets from $500 million up to $1 billion; and 0.35%
on assets in excess of $1 billion.

(5) contractual fee breakpoints as follows: 0.55% on assets up to $500
million; 0.525% on assets from $500 million to $1 billion; and 0.50% on
assets over $1 billion.

(6) contractual fee breakpoints as follows: 0.60% on assets up to $1
billion; and 0.50% on assets in excess of $1 billion.

(7) contractual fee breakpoints as follows: 0.80% on assets up to $200
million; 0.75% on assets from $200 million to $500 million; 0.725% on
assets from $500 million to $1 billion; and 0.70% on assets over $1
billion.

(8) contractual fee breakpoints as follows: 0.57% on assets up to $1
billion; 0.55% on assets from $1 billion to $5 billion; and 0.525% on
assets over $5 billion.

(9) contractual fee breakpoints as follows: 0.80% on assets up to $250
million; 0.75% on assets from $250 million up to $1 billion; and 0.74%
on assets over $1 billion.

(10) contractual fee breakpoints as follows: 0.89% on assets up to $500
million; and 0.85% on assets over $500 million.

(11) contractual fee breakpoints as follows: 0.75% on assets up to $500
million; 0.725% on assets from $500 million to $1 billion and 0.70% on
assets over $1 billion.

(12) contractual fee breakpoints as follows: 0.30% on assets up to $1
billion; 0.275% on assets from $1 billion to $2 billion; 0.265% on
assets from $2 billion to $3 billion and; 0.25% on assets over $3
billion.

(13) contractual fee breakpoints as follows: 0.57% on assets up to $1
billion; and 0.55% on assets over $1 billion.

C-14

APPENDIX D

NUMBER OF SHARES OUTSTANDING AS OF THE RECORD DATE

<Table>
<Caption>
PORTFOLIO AND CLASS OF SHARES TOTAL SHARES OUTSTANDING
- ----------------------------- ------------------------

Bond -- Initial.......................... 36,413,919.013
Bond -- Service.......................... 10,000,185.481
Capital Appreciation -- Initial.......... 25,010,702.314
Capital Appreciation -- Service.......... 2,397,269.981
Cash Management.......................... 604,980,481.871
Common Stock -- Initial.................. 39,566,065.510
Common Stock -- Service.................. 3,558,347.994
Convertible -- Initial................... 17,363,862.273
Convertible -- Service................... 11,330,927.699
Developing Growth -- Initial............. 2,414,262.990
Developing Growth -- Service............. 4,223,116.802
Government -- Initial.................... 15,442,847.805
Government -- Service.................... 8,129,178.969
High Yield -- Initial.................... 85,895,515.163
High Yield -- Service.................... 60,191,312.133
ICAP Select Equity -- Initial............ 17,663,063.930
ICAP Select Equity -- Service............ 11,289,295.033
International -- Initial................. 19,581,114.529
International -- Service................. 16,769,487.243
Large Cap Growth -- Initial.............. 17,818,486.237
Large Cap Growth -- Service.............. 5,045,389.292
S&P Index 500 -- Initial................. 37,731,996.929
S&P Index 500 -- Service................. 10,095,513.607
Total Return -- Initial.................. 20,294,973.591
Total Return -- Service.................. 3,200,551.848
</Table>

D-1

APPENDIX E

COMPARABLE FUNDS MANAGED BY THE ADVISER

<Table>
<Caption>
TOTAL ASSETS EFFECTIVE RATE OF
CATEGORY OF SIMILARLY ($MM) AS OF INVESTMENT ADVISORY
PORTFOLIO/FUND NAME MANAGED FUND JULY 2007 FEE PAID FOR FYE 2006
- ------------------- ----------------------- ------------ ---------------------

MAINSTAY VP CAPITAL
APPRECIATION........... LARGE GROWTH $ 720 0.360%
MainStay Capital
Appreciation Fund...... $1,023 0.580%
MAINSTAY VP CASH
MANAGEMENT............. MONEY MARKET $ 438 0.250%
MainStay Cash Reserves
Fund................... $ 637 0.410%
MainStay Money Market
Fund................... $ 564 0.250%
MAINSTAY VP COMMON
STOCK.................. LARGE BLEND $ 955 0.250%
MainStay Common Stock
Fund................... $ 273 0.400%
MAINSTAY VP CONVERTIBLE.. CONVERTIBLES $ 243 0.360%
MainStay Convertible
Fund................... $ 488 0.530%
MAINSTAY VP GOVERNMENT... INTERMEDIATE GOVERNMENT $ 170 0.300%
MainStay Government
Fund................... $ 281 0.310%
MAINSTAY VP HIGH YIELD
CORPORATE BOND......... HIGH YIELD BOND $ 909 0.300%
MainStay High Yield
Corporate Bond Fund.... $4,503 0.560%
MAINSTAY VP ICAP SELECT
EQUITY................. LARGE VALUE $ 186 0.550%
MainStay ICAP Select
Equity Fund............ $1,849 0.720%
MAINSTAY VP INTERNATIONAL
EQUITY................. FOREIGN LARGE BLEND $ 358 0.60%
MainStay International
Equity Fund............ $ 865 0.830%
MAINSTAY VP LARGE CAP
GROWTH................. LARGE GROWTH $ 231 0.500%
MainStay Large Cap Growth
Fund................... $ 898 0.550%
MAINSTAY VP S&P 500
INDEX.................. LARGE BLEND $1,210 0.09%
MainStay S&P 500 Index
Fund................... $1,706 0.220%
MainStay Equity Index
Fund................... $ 449 0.110%
MAINSTAY VP TOTAL
RETURN................. MODERATE ALLOCATION $ 392 0.320%
MainStay Total Return
Fund................... $ 669 0.490%
</Table>

E-1

APPENDIX F

DIRECTORS AND OFFICERS OF NYLIM

NEW YORK LIFE INVESTMENT MANAGEMENT LLC

<Table>

BOARD OF MANAGERS
Gary E. Wendlandt Chairman of the Board of Managers
Robert A. Anselmi Vice Chairman of the Board of Managers
Richard B. Leber* Manager
Theodore A. Mathas Manager
Brian A. Murdock Manager
Michael E. Sproule Manager
Seymour Sternberg Manager
</Table>

- --------

* Non-voting member

<Table>

EXECUTIVE OFFICERS
Brian A. Murdock President, Chief Executive Officer and
Chief Investment Officer
Patrick G. Boyle Executive Vice President
Frank J. Ollari Executive Vice President
Barry A. Schub Executive Vice President
</Table>

F-1

APPENDIX G

5+% OWNERS*

<Table>
<Caption>
NYLIAC NYLIAC NYLIAC NYLIAC
VARIABLE ANNUITY VARIABLE ANNUITY VARIABLE ANNUITY VARIABLE ANNUITY
SEPARATE ACCOUNT SEPARATE ACCT I SEPARATE ACCT II SEPARATE ACCT III SEPARATE ACCT IV
- ---------------- ---------------------- ---------------------- ------------------------ -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENT NATURE OF PERCENT NATURE OF PERCENT NATURE OF PERCENT
TITLE OF PORTFOLIO BENEFICIAL OF BENEFICIAL OF BENEFICIAL OF BENEFICIAL OF
AND CLASS OWNERSHIP** CLASS OWNERSHIP** CLASS OWNERSHIP** CLASS OWNERSHIP** CLASS
- ------------------ ------------- ------- ------------- ------- --------------- ------- -------------- -------

BOND -- Initial...... 0 0.0% 0 0.0% 11,236,425.596 30.9% 0 0.0%
BOND -- Service...... 0 0.0% 0 0.0% 7,484,197.971 74.8% 2,515,987.510 25.2%
CAPITAL
APPRECIATION -- I-
nitial............. 3,048,197.160 12.2% 4,308,157.164 17.2% 8,180,536.305 32.7% 0 0.0%
CAPITAL
APPRECIATION -- -
Service............ 0 0.0% 0 0.0% 1,921,593.560 80.2% 475,676.421 19.8%
CASH MANAGEMENT...... 0 0.0% 0 0.0% 282,592,226.597 46.7% 48,709,913.090 8.1%
COMMON
STOCK -- Initial... 2,148,723.759 5.4% 2,961,542.369 7.5% 9,276,744.382 23.4% 0 0.0%
COMMON
STOCK -- Service... 0 0.0% 0 0.0% 2,668,353.769 75.0% 889,994.225 25.0%
CONVERTIBLE -- Ini-
tial............... 1,041,481.500 6.0% 1,134,727.971 6.5% 12,091,841.929 69.6% 0 0.0%
CONVERTIBLE -- Ser-
vice............... 0 0.0% 0 0.0% 8,850,714.194 78.1% 2,480,213.505 21.9%
DEVELOPING
GROWTH -- Initial.. 167,780.168 6.9% 249,892.112 10.4% 1,996,590.710 82.7% 0 0.0%
DEVELOPING
GROWTH -- Service.. 0 0.0% 0 0.0% 2,720,751.647 64.4% 1,502,365.155 35.6%
GOVERNMENT -- Ini-
tial............... 1,746,588.092 11.3% 1,789,774.499 11.6% 10,048,852.257 65.1% 0 0.0%
GOVERNMENT -- Ser-
vice............... 0 0.0% 0 0.0% 6,244,386.349 76.8% 1,884,792.620 23.2%
HIGH
YIELD -- Initial... 9,539,304.791 11.1% 8,524,861.597 9.9% 50,577,827.678 58.9% 0 0.0%
HIGH
YIELD -- Service... 0 0.0% 0 0.0% 46,795,504.078 77.7% 13,395,808.055 22.3%
ICAP SELECT
EQUITY -- Initial.. 0 0.0% 0 0.0% 6,709,358.060 38.0% 0 0.0%
ICAP SELECT
EQUITY -- Service.. 0 0.0% 0 0.0% 7,499,187.849 66.4% 3,790,107.185 33.6%
INTERNATIONAL -- Ini-
tial............... 1,028,084.191 5.3% 1,267,704.217 6.5% 6,810,152.318 34.8% 0 0.0%
INTERNATIONAL -- Ser-
vice............... 0 0.0% 0 0.0% 11,159,715.205 66.5% 5,609,772.038 33.5%
LARGE CAP
GROWTH -- Initial.. 0 0.0% 0 0.0% 4,876,368.708 27.4% 0 0.0%
LARGE CAP
GROWTH -- Service.. 0 0.0% 0 0.0% 3,360,395.533 66.6% 1,684,993.759 33.4%
S&P INDEX
500 -- Initial..... 3,160,523.389 8.4% 4,427,564.316 11.7% 14,539,451.442 38.5% 0 0.0%
S&P INDEX
500 -- Service..... 0 0.0% 0 0.0% 7,833,895.818 77.6% 2,261,617.789 22.4%
TOTAL
RETURN -- Initial.. 3,595,098.445 17.7% 4,113,579.571 20.3% 8,414,938.363 41.5% 0 0.0%
TOTAL
RETURN -- Service.. 0 0.0% 0 0.0% 2,596,256.000 81.1% 604,295.848 18.9%
</Table>

- --------

* The address of each shareholder of record is 51 Madison Avenue, New York, NY
10010.

** All shares owned of record.

G-1

APPENDIX G

5+% OWNERS*

<Table>
<Caption>
NYLIAC VUL NYLIAC CSVUL NYLIAC MFA (Q) NYLIAC MFA (NON-Q)
SEPARATE ACCOUNT SEPARATE ACCT I SEPARATE ACCT I SEPARATE ACCT I SEPARATE ACCT II
- ---------------- ----------------------- ------------------------ ---------------------- ----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENT NATURE OF PERCENT NATURE OF PERCENT NATURE OF PERCENT
TITLE OF PORTFOLIO BENEFICIAL OF BENEFICIAL OF BENEFICIAL OF BENEFICIAL OF
AND CLASS OWNERSHIP** CLASS OWNERSHIP** CLASS OWNERSHIP** CLASS OWNERSHIP** CLASS
- ------------------ -------------- ------- --------------- ------- ------------- ------- ------------- -------

BOND -- Initial...... 2,168,498.795 6.0% 0 0.0% 2,607,727.634 7.2% 0 0.0%
BOND -- Service...... 0 0.0% 0 0.0% 0 0.0% 0 0.0%
CAPITAL
APPRECIATION -- I-
nitial............. 8,728,170.999 34.9% 0 0.0% 0 0.0% 0 0.0%
CAPITAL
APPRECIATION -- -
Service............ 0 0.0% 0 0.0% 0 0.0% 0 0.0%
CASH MANAGEMENT...... 51,673,330.123 8.5% 134,869,529.060 22.3% 0 0.0% 0 0.0%
COMMON
STOCK -- Initial... 4,936,230.800 12.5% 4,642,164.562 11.7% 5,867,097.329 14.8% 2,696,651.990 6.8%
COMMON
STOCK -- Service... 0 0.0% 0 0.0% 0 0.0% 0 0.0%
CONVERTIBLE -- Ini-
tial............... 3,048,731.769 17.6% 0 0.0% 0 0.0% 0 0.0%
CONVERTIBLE -- Ser-
vice............... 0 0.0% 0 0.0% 0 0.0% 0 0.0%
DEVELOPING
GROWTH -- Initial.. 0 0.0% 0 0.0% 0 0.0% 0 0.0%
DEVELOPING
GROWTH -- Service.. 0 0.0% 0 0.0% 0 0.0% 0 0.0%
GOVERNMENT -- Ini-
tial............... 1,712,931.124 11.1% 0 0.0% 0 0.0% 0 0.0%
GOVERNMENT -- Ser-
vice............... 0 0.0% 0 0.0% 0 0.0% 0 0.0%
HIGH
YIELD -- Initial... 10,513,664.066 12.2% 0 0.0% 0 0.0% 0 0.0%
HIGH
YIELD -- Service... 0 0.0% 0 0.0% 0 0.0% 0 0.0%
ICAP SELECT
EQUITY -- Initial.. 1,977,636.413 11.2% 0 0.0% 0 0.0% 0 0.0%
ICAP SELECT
EQUITY -- Service.. 0 0.0% 0 0.0% 0 0.0% 0 0.0%
INTERNATIONAL -- Ini-
tial............... 3,679,378.492 18.8% 4,063,130.297 20.8% 0 0.0% 0 0.0%
INTERNATIONAL -- Ser-
vice............... 0 0.0% 0 0.0% 0 0.0% 0 0.0%
LARGE CAP
GROWTH -- Initial.. 1,795,092.878 10.1% 0 0.0% 0 0.0% 0 0.0%
LARGE CAP
GROWTH -- Service.. 0 0.0% 0 0.0% 0 0.0% 0 0.0%
S&P INDEX
500 -- Initial..... 9,545,970.220 25.3% 6,058,487.562 16.1% 0 0.0% 0 0.0%
S&P INDEX
500 -- Service..... 0 0.0% 0 0.0% 0 0.0% 0 0.0%
TOTAL
RETURN -- Initial.. 3,503,832.005 17.3% 0 0.0% 0 0.0% 0 0.0%
TOTAL
RETURN -- Service.. 0 0.0% 0 0.0% 0 0.0% 0 0.0%
</Table>

- --------

* The address of each shareholder of record is 51 Madison Avenue, New York, NY
10010.

** All shares owned of record.

G-2

FORM OF
VOTING INSTRUCTION CARD

MAINSTAY VP SERIES FUND, INC.
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
MARCH 17, 2008

This Voting Instruction Card is solicited by New York Life Insurance and Annuity
Corporation (the "Company") for its policyowners who hold unit values in a
separate account of the Company that invests in one or more of the series of
investment portfolios (the "Portfolios") offered by MainStay VP Series Fund,
Inc. (the "Fund") and who are entitled to instruct the Company on how to vote
shares held by the separate accounts.

The undersigned policy owner instructs the Company to vote, at the special
meeting to be held at the offices of New York Life Investment Management LLC,
169 Lackawanna Avenue, Parsippany, New Jersey 07054 on March 17, 2008, beginning
at 2:30 p.m., Eastern time, and at any adjournments or postponements thereof
(the "Special Meeting"), all shares of the Portfolios attributable to his or her
policy or interest therein as directed on this card. The undersigned
acknowledges receipt of the Notice of the Special Meeting of Shareholders of the
Acquired Portfolios and the Proxy Statement dated February 1, 2008. The
undersigned also instructs the Company to vote on any other matter that may
arise at the Special Meeting according to its best judgment. The undersigned
hereby revokes any prior proxy.

The undersigned acknowledges that if he or she signs below but does not mark
instructions on this card, the Company will vote all shares of the Portfolio
attributable to the undersigned's policy value FOR the Proposal. If the
policyowner fails to return this Voting Instruction Card, the Company will vote
all shares attributable to the policyowner's policy value in proportion to the
voting instructions for the Portfolio actually received from policyowner
participants in the separate account.

VOTE VIA THE TELEPHONE: (866) 235-4258 and follow the recorded instructions.

VOTE VIA THE INTERNET: https://vote.proxy-direct.com and follow the on-screen
instructions.

NOTE: Please sign exactly as your name appears on your policy. When a policy is
owned by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please provide full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer, and if a partnership, please sign in full partnership name by
authorized person.

Signature(s): Date: __________, 2008
-----------------------

Signature(s): Date: __________, 2008
-----------------------
(if held jointly)

YOUR VOTING INSTRUCTIONS ARE IMPORTANT!

PLEASE SIGN, DATE, AND RETURN YOUR VOTING INSTRUCTIONS TODAY

Please detach at perforation before mailing.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE FUND, WHICH UNANIMOUSLY
RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE PROPOSAL. THIS PROXY, WHEN
PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
SHAREHOLDER. IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF
THE PROPOSAL.

PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE: [X]

PROPOSAL: [ ] FOR [ ] AGAINST [ ] ABSTAIN

PLEASE VOTE BY CHECKING THE APPROPRIATE BOX AS IN THIS EXAMPLE: [X]

PROPOSAL:

To approve a revised and restated Management Agreement between NYLIM and the
Fund that, for the following Portfolios, will consolidate the advisory services
and administrative services into one Agreement, will introduce breakpoints and,
for certain Portfolios, will impose an increase in overall fees, as described in
the accompanying Notice of Special Meeting and Proxy Statement:

1. Bond Portfolio [ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Capital Appreciation Portfolio [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Cash Management Portfolio [ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Common Stock Portfolio [ ] FOR [ ] AGAINST [ ] ABSTAIN
5. Convertible Portfolio [ ] FOR [ ] AGAINST [ ] ABSTAIN
6. Developing Growth Portfolio [ ] FOR [ ] AGAINST [ ] ABSTAIN
7. Government Portfolio [ ] FOR [ ] AGAINST [ ] ABSTAIN
8. High Yield Corporate Bond Portfolio [ ] FOR [ ] AGAINST [ ] ABSTAIN
9. ICAP Select Equity Portfolio [ ] FOR [ ] AGAINST [ ] ABSTAIN
10. International Equity Portfolio [ ] FOR [ ] AGAINST [ ] ABSTAIN
11. Large Cap Growth Portfolio [ ] FOR [ ] AGAINST [ ] ABSTAIN
12. S&P 500 Index Portfolio [ ] FOR [ ] AGAINST [ ] ABSTAIN
13. Total Return Portfolio [ ] FOR [ ] AGAINST [ ] ABSTAIN

----------

Your proxy is important whether or not you plan to attend the Special Meeting in
person. You may revoke this proxy at any time and the giving of it will not
affect your right to attend the Special Meeting and vote in person.

Please mark, sign, date, and return the Proxy Card promptly using the enclosed
envelope or via telephone or via the internet.

Signature(s): Date: __________, 2008
-----------------------

Signature(s): Date: __________, 2008
-----------------------
(if held jointly)

NOTE: Please sign exactly as your name appears on the account. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please provide full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer and if a partnership, please sign in full partnership name by authorized
person.