FORM OF AMENDMENT

TO

MASTER FUND SUB-ACCOUNTING AND

SUB-ADMINISTRATION AGREEMENT

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

WHEREAS, the parties hereto have entered into a Master Fund Sub-Accounting and Sub-Administration Agreement, as amended (the “Agreement”); and

WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement.

NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Amendment of Appendix A.  Appendix A of the Agreement is hereby amended by deleting it in its entirety and replacing it with the Appendix A attached hereto.

2. Except as modified hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

NEW YORK LIFE INVESTMENT MANAGEMENT LLC

By:  ______________________________
Name:
Title:

STATE STREET BANK & TRUST COMPANY

By:  ______________________________
Name:
Title:

APPENDIX A

LIST OF FUNDS AND THEIR RESPECTIVE SERIES

(AS OF _______________ __, 2009)

FUND	SERIES / PORTFOLIO
The MainStay Funds	Capital Appreciation Fund
	Common Stock Fund
	Convertible Fund
	Diversified Income Fund
	Equity Index Fund
	Global High Income Fund
	Government Fund
	High Yield Corporate Bond Fund
	Institutional Bond Fund
	International Equity Fund
	Large Cap Growth Fund
	MAP Fund
	Mid Cap Growth Fund
	Mid Cap Value Fund
	Money Market Fund
	Principal Preservation Fund
	Small Cap Growth Fund
	Small Cap Value Fund
	Tax Free Bond Fund
	Total Return Fund
	Value Fund
Eclipse Funds Inc.	130/30 Core Fund
	130/30 Growth Fund
	130/30 High Yield Fund
	130/30 International Fund
	All Cap Growth Fund
	Cash Reserves Fund
	Conservative Allocation Fund
	Floating Rate Fund
	Growth Allocation Fund
	Growth Equity Fund
	Income Manager Fund
	Indexed Bond Fund
	Intermediate Term Bond Fund
	Moderate Allocation Fund
	Moderate Growth Allocation Fund
	Retirement 2010 Fund
	Retirement 2020 Fund

FUND	SERIES / PORTFOLIO
	Retirement 2030 Fund
	Retirement 2040 Fund
	Retirement 2050 Fund
	S&P 500 Index Fund
	Short Term Bond Fund
Eclipse Funds	Balanced Fund
	Mid Cap Core Fund
	Small Company Fund
ICAP Funds, Inc.	MainStay ICAP Equity Fund
	MainStay ICAP Global Fund
	MainStay ICAP International Fund
	MainStay ICAP Select Equity Fund
MainStay VP Series Fund, Inc.	Balanced Portfolio
	Bond Portfolio
	Capital Appreciation Portfolio
	Cash Management Portfolio
	Common Stock Portfolio
	Conservative Allocation Portfolio
	Convertible Portfolio
	Developing Growth Portfolio
	Floating Rate Portfolio
	Government Portfolio
	Growth Allocation Portfolio
	High Yield Corporate Bond Portfolio
	ICAP Select Equity Portfolio
	International Equity Portfolio
	Large Cap Growth Portfolio
	Mid Cap Core Portfolio
	Mid Cap Growth Portfolio
	Mid Cap Value Portfolio
	Moderate Allocation Portfolio
	Moderate Growth Allocation Portfolio
	S&P 500 Index Portfolio
	Small Cap Growth Portfolio
	Total Return Portfolio
MainStay Funds Trust	MainStay Epoch Global Equity Yield Fund
	MainStay Epoch International Small Cap Fund
	MainStay Epoch U.S. Equity Fund
	MainStay Epoch Global Choice Fund