U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
MainStay VP Series Fund, Inc.
2. Name of each series or class of funds for which this notice is filed:
Bond
Cash Management
Capital Appreciation
Convertible
Government
Growth Equity
High Yield Corporate Bond
Indexed Equity
International Equity
Total Return
Value Portfolios
3. Investment Company Act File Number: 811-3833
Securities Act File Number: 2-86082
4. Last day of fiscal year for which this notice is filed:
12/31/96
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of
the issuer's 24f-2 declaration:
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6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
Rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year: None
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2: None
9. Number and aggregate sale price of securities sold during the fiscal
year: N/A
(Fund sells shares exclusively to unmanaged registered separate accounts)
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to Rule 24f-2:
307,282,233 shares ($1,175,637,027)
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7): N/A
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on Rule 24f-2 (from Item 10):
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
Rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on Rule 24f-2 (line (i), plus line
(ii), less line (iii), plus line (iv)) (if applicable):
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction
C.6):
(vii) Fee due (line (i) or line (v) multiplied by line (vi)):
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only
if the form is being filed within 60 days after the close of
the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in Section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
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Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.
By (Signature and Title):* /s/A. Thomas Smith III
A. Thomas Smith III
Secretary
Date: February 20, 1997
* Please print the name and title of the signing officer below the
signature.
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[New York Life Letterhead]
February 20, 1997
Board of Directors
MainStay VP Series Fund, Inc.
51 Madison Avenue
New York, New York 10010
Re: Registration Statement No. 2-86082
Gentlemen:
This opinion is furnished in connection with the registration of an
indefinite number of shares of common stock of MainStay VP Series Fund, Inc. par
value $0.01 per share, under the Securities Act of 1933 and the preparation of
the Rule 24f-2 Notice pursuant to which the registration of 307,282,233 such
shares issued during the year ended December 31, 1996 is made definite. Pursuant
to Instruction B.5 of Form 24F-2, no fee is due for registration of these shares
given they are sold exclusively to unmanaged separate accounts.
Based upon our examination of the relevant documents contained in the
MainStay VP Series Fund's registration statement, we are of the opinion that the
shares sold pursuant to the MainStay VP Series Fund's prospectus are legally
issued, fully paid and nonassessable. We consent to the filing of this opinion,
in conjunction with the Rule 24f-2 Notice, with the Securities and Exchange
Commission.
Very truly yours,
/s/A. Thomas Smith III
