THE MAINSTAY FUNDS

ECLIPSE FUNDS INC. / ECLIPSE FUNDS

MAINSTAY VP SERIES FUND, INC.

CODE OF ETHICS

Amended 9/2005

TABLE OF CONTENTS

SECTION 1.

INTRODUCTION AND APPLICATION

1.1

General Statement

The Mainstay Funds, Eclipse Funds inc. / Eclipse Funds, and Mainstay VP Series Fund, Inc. (each a Company) recognize the importance of high ethical standards in the conduct of their business and require that this code of ethics (the Code or the NYLIM Fund Code) be observed by their respective Access Persons (defined below in Section 2), each Companys Board of Directors/Trustees (Board), including a majority of its independent directors/trustees (defined below in Section 2), has approved this Code as compliant with rule 17j-1 of the Investment Company Act of 1940, as amended (Investment Company Act), and has also approved the code of ethics of each investment adviser and subadviser to the respective Company and of the respective companys principal underwriter.  Access persons of an entity whose code of ethics has been approved by the boards of directors/trustees and who are subject to that code may comply with that code instead of the Companys Code.  This code applies to each company as a separate entity (referred to as the Company).

Prior to any Investment Adviser or Subadviser (each, an Adviser) or principal underwriter entering into an agreement to provide services to the Company, such Adviser or principal underwriter shall have adopted its own code of ethics that complies with Rule 17j-1, which code of ethics shall have been approved by the Board in accordance with Rule 17j-1.

Any material change to the Code or to the code of any Adviser or principal underwriter to the Company must be approved by the Board within six months of the adoption of such material change.  Accordingly, an Adviser or principal underwriter must notify the Company Compliance Officer (as defined herein) as soon as is practicable following any such material change.

All recipients of the Code are directed to read it carefully, retain it for future reference and abide by the rules and policies set forth herein. Any questions concerning the applicability or interpretation of such rules and policies, and compliance therewith, should be directed to the Compliance Officer.

Each Access Person is under a duty to exercise his or her authority and responsibility for the benefit of the Company and its shareholders, to place the interests of the shareholders first and to refrain from having outside interests that conflict with the interests of the Company and its shareholders. Each such person must avoid any circumstances that might adversely affect or appear to affect his or her duty of complete loyalty to the Company and its shareholders in the discharge of his or her responsibilities, including the protection of confidential information and corporate integrity. Each Access Person must abstain from participation (or any other involvement) in insider trading in contravention of any applicable law or regulation. The reputation of the Company and its affiliates for trustworthy financial services is a valuable asset that all Access Persons are expected to preserve and protect.

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