AMENDMENT TO MASTER CUSTODIAN AGREEMENT

AMENDMENT
TO
MASTER CUSTODIAN AGREEMENT

     This amendment (the “Amendment”) to Master Custodian Agreement is made as of the 18th day of June, 2007 by and between each Fund listed on Appendix A and Investors Bank & Trust Company (“Bank”).

     WHEREAS, the parties hereto have entered into a Master Custodian Agreement (the “Agreement”) dated as of June 30, 2005, as amended; and

     WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to add ten additional funds 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/ Xxxxxxx XxXxxxx
		Name: Xxxxxxx XxXxxxx
		Title: Managing Director
ECLIPSE FUNDS
ECLIPSE FUNDS INC.
MAINSTAY VP SERIES FUND, INC.
THE MAINSTAY FUNDS
ICAP FUNDS, INC.
By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: President
MCMORGAN FUNDS
By:		/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: President & Principal Executive Officer

Appendix A
to the
Master Custodian Agreement
(as of June 18, 2007)

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
		Institutional Bond Fund
		Principal Preservation Fund
Eclipse Funds		Mid Cap Opportunity Fund
		Small Cap Opportunity Fund
		Balanced Fund
Eclipse Funds Inc.		130/30 Core Fund
		130/30 Growth Fund
		130/30 International Fund
		Retirement 2010 Fund
		Retirement 2020 Fund
		Retirement 2030 Fund
		Retirement 2040 Fund
		Retirement 2050 Fund
		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

Fund		Portfolio
ICAP Funds, Inc.		MainStay ICAP Equity Fund
		MainStay ICAP Select Equity Fund
		MainStay ICAP International Fund
MainStay VP Series Fund, Inc.		Balanced Portfolio
		ICAP Select Equity 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
McMorgan Funds		Balanced Fund
		Equity Investment Fund
		Fixed Income Fund
		High Yield Fund
		Intermediate Fixed Income Fund
		Principal Preservation Fund