AMENDMENT

TO

MASTER DELEGATION AGREEMENT

This amendment (the “Amendment”) to Master Delegation Agreement is made as of the 27^th day of September, 2006 by and between Investors Bank & Trust Company and each of the registered investment companies listed on Appendix A and their portfolios.

WHEREAS, the parties hereto (except for ICAP Funds, Inc.) have entered into a Master Delegation Agreement (the “Agreement”) dated as of June 30, 2005; and

WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to add ICAP Funds, Inc. and its series as covered parties to 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.

[Remainder of Page Intentionally Left Blank]

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

INVESTORS BANK & TRUST COMPANY

By: /s/ Stephen DeSalvo       

Name: Stephen DeSalvo

Title: Managing Director

ECLIPSE FUNDS

ECLIPSE FUNDS INC.

THE MAINSTAY FUNDS

MAINSTAY VP SERIES FUND, INC.

ICAP FUNDS, INC.

By: /s/ Christopher O. Blunt        

Name: Christopher O. Blunt

Title: President

Appendix A

to the

Master Delegation Agreement

(as of September 27, 2006)

Fund	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
	International Equity Fund
	Large Cap Growth Fund
	MAP Fund
	Mid Cap Growth Fund
	Mid Cap Value Fund
	Money Market Fund
	Small Cap Growth Fund
	Small Cap Value Fund
	Tax Free Bond Fund
	Total Return Fund
	Value Fund
Eclipse Funds	Mid Cap Opportunity Fund
	Small Cap Opportunity Fund
	Balanced Fund
Eclipse Funds Inc.	All Cap Growth Fund
	All Cap Value 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
	Large Cap Opportunity Fund (as of July 29, 2005)
	Moderate Allocation Fund
	Moderate Growth Allocation Fund
	S&P 500 Index Fund
	Short Term Bond Fund
ICAP Funds, Inc.	MainStay ICAP Equity Fund
	MainStay ICAP Select Equity Fund
	MainStay ICAP International Fund

Fund	Portfolio
MainStay VP Series Fund, Inc.	Balanced Portfolio
	Basic Value 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
	Income and Growth 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
	Value Portfolio