AMENDMENT TO MASTER FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENT

Exhibit h.5.(xii)

AMENDMENT

TO

MASTER FUND SUB-ACCOUNTING AND

SUB-ADMINISTRATION AGREEMENT

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

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 series/portfolios covered by the Agreement to reflect the liquidation and dissolution of the MainStay Capital Appreciation Fund, MainStay Small Cap Growth Fund, and MainStay Mid Cap Value Fund (each a “Liquidation” and, collectively, the “Liquidations”).

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, effective with respect to each Liquidation upon its completion.

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.

STATE STREET BANK & TRUST COMPANY

By:          /s/ Xxxxx X. Xxxx                                                      

Name: Xxxxx X. Xxxx

Title:   Senior Vice President

ECLIPSE FUNDS

ECLIPSE FUNDS INC.

ICAP FUNDS, INC.

MAINSTAY VP SERIES FUND, INC.

THE MAINSTAY FUNDS

By:          /s/ Xxxxxxx X. Xxxxxx

Name: Xxxxxxx X. Xxxxxx

Title: President

Appendix A

to

Master Fund Sub-Accounting and Sub-Administration Agreement

by and between

New York Life Investment Management LLC

and

State Street Bank & Trust Company

(as of November 24, 2009)*

FUND	SERIES / PORTFOLIO
The MainStay Funds	Common Stock Fund
	Convertible Fund
	Diversified Income Fund
	Equity Index Fund
	Global High Income Fund
	Government Fund
	High Yield Corporate Bond Fund
	Income Builder Fund
	International Equity Fund
	Large Cap Growth Fund
	MAP Fund
	Money Market Fund
	Principal Preservation Fund
	Tax Free Bond Fund
Eclipse Funds Inc.	130/30 Core Fund
	130/30 Growth Fund
	130/30 High Yield Fund
	130/30 International Fund
	Cash Reserves Fund
	Conservative Allocation Fund
	Epoch U.S. All Cap Fund
	Floating Rate Fund
	Growth Allocation Fund
	Growth Equity Fund
	Indexed Bond Fund
	Intermediate Term Bond Fund
	Moderate Allocation Fund
	Moderate Growth Allocation Fund
	Retirement 2010 Fund
	Retirement 2020 Fund
	Retirement 2030 Fund
	Retirement 2040 Fund
	Retirement 2050 Fund
	S&P 500 Index Fund
	Short Term Bond Fund

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FUND	SERIES / PORTFOLIO
Eclipse Funds	Balanced Fund
	U.S. Small Cap Fund
ICAP Funds, Inc.	ICAP Equity Fund
	ICAP Global Fund
	ICAP International Fund
	ICAP Select Equity Fund
MainStay VP Series Fund, Inc.	Balanced Portfolio
	Bond Portfolio
	Cash Management Portfolio
	Common Stock Portfolio
	Conservative Allocation Portfolio
	Convertible Portfolio
	Floating Rate Portfolio
	Government Portfolio
	Growth Allocation Portfolio
	Growth Equity Portfolio
	High Yield Corporate Bond Portfolio
	ICAP Select Equity Portfolio
	Income Builder Portfolio
	International Equity Portfolio
	Large Cap Growth Portfolio
	Mid Cap Core Portfolio
	Moderate Allocation Portfolio
	Moderate Growth Allocation Portfolio
	S&P 500 Index Portfolio
	U.S. Small Cap Portfolio
MainStay Funds Trust	Epoch Global Choice Fund
	Epoch Global Equity Yield Fund
	Epoch International Small Cap Fund
	Epoch U.S. Equity Fund

* The removal of each of the MainStay Capital Appreciation Fund, MainStay Mid Cap Value Fund, and MainStay Small Cap Growth Fund from this Appendix is effective upon the completion of each respective series’ liquidation and dissolution, which commenced on November 24, 2009

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