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

Exhibit (h)(5)(iii)

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 30th day of April 2008, by and between New York Life Investment Management LLC ("NYLIM") and State Street Bank & Trust Company (the "Bank") (formerly, Investors Bank & Trust Company).

     WHEREAS, NYLIM and the Bank have entered into a Master Fund Sub-Accounting and Sub-Administration Agreement (the "Agreement") dated as of June 30, 2005, as amended; and

     WHEREAS, each of NYLIM and the Bank wish to amend Appendix A 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: /s/ Xxxxxxx X. Xxxxxx

     Name: Xxxxxxx X. Xxxxxx

     Title: President

STATE STREET BANK & TRUST COMPANY

By: /s/ Xxxxxxx XxXxxxx

     Name: Xxxxxxx XxXxxxx

     Title: Senior Vice President

APPENDIX A TO THE
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 APRIL 30, 2008)

FUND THE MAINSTAY FUNDS	PORTFOLIO 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 High Yield Fund 130/30 International Fund Retirement 2010 Fund Retirement 2020 Fund Retirement 2030 Fund Retirement 2040 Fund Retirement 2050 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 Large Cap Opportunity Fund 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 MainStay ICAP Global 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 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