(NEW YORK LIFE INVESTMENT MANAGEMENT LLC LOGO)



                               THE MAINSTAY FUNDS

                       ECLIPSE FUNDS INC. / ECLIPSE FUNDS

                          MAINSTAY VP SERIES FUND, INC.

                                ICAP FUNDS, INC.



                                 CODE OF ETHICS



                                 SEPTEMBER, 2006



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                                TABLE OF CONTENTS



{TABLE}

{CAPTION}

SECTION                                                                     PAGE

-------                                                                     ----

{S}                                                                         {C}

SECTION 1. INTRODUCTION AND APPLICATION                                       1

SECTION 2. DEFINITIONS                                                        4

SECTION 3. PERSONAL INVESTING ACTIVITIES - RESTRICTIONS AND MONITORING

           PROCEDURES                                                         8

SECTION 4. RECORDKEEPING AND REPORTING                                       12

SECTION 5. ADMINISTRATION                                                    15

{/TABLE}



                                    EXHIBITS



ACKNOWLEDGEMENT OF RECEIPT OF THE CODE OF ETHICS AND RELATED           EXHIBIT A

POLICIES

ANNUAL CERTIFICATION OF COMPLIANCE WITH THE NYLIM HOLDINGS LLC CODE    EXHIBIT B

OF ETHICS

PERSONAL SECURITIES TRADING PRECLEARANCE REQUEST FORM                  EXHIBIT C

ACCESS PERSON INITIAL/ANNUAL SECURITIES HOLDINGS REPORT AND            EXHIBIT D

CERTIFICATION

QUARTERLY TRANSACTIONS REPORT                                          EXHIBIT E

COMPLIANCE ADDRESSES FOR DUPLICATE CONFIRMATIONS                       EXHIBIT F



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SECTION 1. INTRODUCTION AND APPLICATION



1.1 GENERAL STATEMENT



The Mainstay Funds, Eclipse Funds inc./ Eclipse Funds, Mainstay VP Series Fund,

Inc., and ICAP Funds, 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 Company's 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 company's 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 Company's 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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