Standard Contracts
CUSTODY AGREEMENT Dated December 30, 1994 Between UMB BANK, N.A. and ICAP FUNDS, INC. Prototype Custody Agreement for Registered Investment CompanyCustody Agreement • April 29th, 1997 • Icap Funds Inc
Contract Type FiledApril 29th, 1997 Company
FORM OF AMENDMENT TO THE ICAP FUNDS, INC. SUBADVISORY AGREEMENTSubadvisory Agreement • April 18th, 2008 • Icap Funds Inc
Contract Type FiledApril 18th, 2008 Company
APPENDIX B The CUSTODY AGREEMENT between UMB BANK, N.A. and ICAP FUNDS, INC., dated December 30, 1994, is hereby amended to include the following funds.Custody Agreement • December 23rd, 1997 • Icap Funds Inc
Contract Type FiledDecember 23rd, 1997 Company
FORM OF AMENDMENT TO MASTER CUSTODIAN AGREEMENT This amendment (the "Amendment") to Master Custodian Agreement is made as of the 30th day of April, 2008 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (the "Bank")...Master Custodian Agreement • April 18th, 2008 • Icap Funds Inc
Contract Type FiledApril 18th, 2008 Company
Exhibit 23(g)(10) EXTENSION AGREEMENT THIS EXTENSION AGREEMENT is made as of January 31, 2008 by and between the funds listed on Appendix I hereto (each a Fund and collectively "the Funds") and STATE STREET BANK AND TRUST COMPANY, a Massachusetts...Extension Agreement • April 18th, 2008 • Icap Funds Inc
Contract Type FiledApril 18th, 2008 Company
Exhibit 9.1(b) Amended and Restated Schedule A to the Transfer Agent Agreement by and between ICAP Funds, Inc. and Sunstone Investor Services LLCTransfer Agent Agreement • December 23rd, 1997 • Icap Funds Inc
Contract Type FiledDecember 23rd, 1997 CompanyIntending to be legally bound, the undersigned hereby amend and restate Schedule A to the aforesaid Agreement to include the following investment portfolios effective as of the date hereof:
ICAP FUNDS, INC.Stock Subscription Agreement • April 29th, 1997 • Icap Funds Inc
Contract Type FiledApril 29th, 1997 CompanyThe undersigned purchaser (the "Purchaser") hereby subscribes to 5,000 shares (the "Shares") of common stock, $.01 par value (the "Common Stock"), of ICAP Funds, Inc. (the "Company") in consideration for which the Purchaser agrees to transfer to you upon demand One Hundred Thousand Dollars ($100,000) in cash. Of this $100,000, the Purchaser desires to invest $99,000 in the Discretionary Equity Portfolio and $1,000 in the Equity Portfolio. Accordingly, the Purchaser will receive 4,950 Shares of the Discretionary Equity Portfolio and 50 Shares of the Equity Portfolio.
FORM OF AMENDMENT TO THE MANAGEMENT AGREEMENT BETWEEN ICAP FUNDS, INC. AND NEW YORK LIFE INVESTMENT MANAGEMENT LLCManagement Agreement • April 18th, 2008 • Icap Funds Inc
Contract Type FiledApril 18th, 2008 Company
ICAP FUNDS, INC. AMENDED AND RESTATED SUBADVISORY AGREEMENTSubadvisory Agreement • March 2nd, 2009 • Icap Funds Inc • New York
Contract Type FiledMarch 2nd, 2009 Company JurisdictionThis Amended and Restated Subadvisory Agreement, made as of the 1st day of August, 2008 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Institutional Capital LLC, a Delaware limited liability company (the “Subadvisor”).
Exhibit (d.5) FIRST AMENDMENT TO EXPENSE CAP/REIMBURSEMENT AGREEMENT This First Amendment, to the Expense Cap/Reimbursement Agreement entered into as of the 30th day of April, 1999 between Institutional Capital Corporation and ICAP Funds, Inc. on...Expense Cap/Reimbursement Agreement • April 27th, 2000 • Icap Funds Inc
Contract Type FiledApril 27th, 2000 CompanyThis First Amendment, to the Expense Cap/Reimbursement Agreement entered into as of the 30th day of April, 1999 between Institutional Capital Corporation and ICAP Funds, Inc. on behalf of the ICAP Discretionary Equity Portfolio, the ICAP Equity Portfolio, the ICAP Select Equity Portfolio and the ICAP Euro Select Equity Portfolio (the "Agreement"), is entered into as of April 30, 2000.
Exhibit 9.2 AMENDED AND RESTATED ADMINISTRATION AND FUND ACCOUNTING AGREEMENT THIS AGREEMENT is made as of this 13th day of November, 1997, by and between ICAP Funds, Inc., a Maryland corporation (the "Corporation"), and Sunstone Financial Group,...Administration and Fund Accounting Agreement • December 23rd, 1997 • Icap Funds Inc • Wisconsin
Contract Type FiledDecember 23rd, 1997 Company Jurisdiction
ICAP FUNDS, INC. INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • April 29th, 1997 • Icap Funds Inc
Contract Type FiledApril 29th, 1997 Company
FORM OF 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...Master Fund Sub-Accounting and Sub-Administration Agreement • April 18th, 2008 • Icap Funds Inc
Contract Type FiledApril 18th, 2008 Company
FORM OF AMENDMENT TO MASTER DELEGATION AGREEMENT This amendment (the "Amendment") to Master Delegation Agreement is made as of the 30th day of April, 2008, by and between State Street Bank & Trust Company (formerly Investors Bank & Trust Company) and...Master Delegation Agreement • April 18th, 2008 • Icap Funds Inc
Contract Type FiledApril 18th, 2008 Company
RULE 17f-5 DELEGATION AGREEMENTDelegation Agreement • April 18th, 2003 • Icap Funds Inc • Missouri
Contract Type FiledApril 18th, 2003 Company JurisdictionBy its execution of this Delegation Agreement by and between UMB Bank, n.a. (the Custodian), a national banking association, with its principal office in Kansas City, Missouri, and each of the registered investment companies (on behalf of any series thereof if applicable) listed on the Appendix to this Agreement, together with such additional companies as shall be made parties to this Agreement by the execution of a revised Appendix to this Agreement (such companies, and any series thereof, are referred to individually as a “Fund” and, collectively, as the “Funds”), the Funds hereby direct the Custodian to appoint Citibank, n.a., a National Banking Association with an office in New York, New York, as the Approved Foreign Custody Manager under the terms of the Custody Agreement between the Funds and the Custodian (the Delegate) to perform certain functions with respect to the custody of the Funds’ Assets (as defined in Section 13 of this Delegation Agreement) outside the United States o
AGREEMENT AND PLAN OF REORGANIZATION MAINSTAY ICAP SELECT EQUITY FUND MAINSTAY MID CAP VALUE FUNDAgreement and Plan of Reorganization • April 20th, 2010 • Icap Funds Inc
Contract Type FiledApril 20th, 2010 CompanyThis agreement is intended to be and is adopted as a plan of reorganization and liquidation (the “Plan”) within the meaning of Section 368(a)(1) of the United States Internal Revenue Code of 1986, as amended (the “Code”). The reorganization and liquidation will consist of the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for Investor Class, Class A, Class B, Class C, Class I, Class R1 and Class R2 shares of common stock of the Acquiring Fund (“Acquiring Fund Shares”), the assumption by the Acquiring Fund of all liabilities of the Acquired Fund, and the distribution of the Acquiring Fund Shares to the shareholders of the Acquired Fund in complete liquidation of the Acquired Fund, as provided herein (“Reorganization”), all upon the terms and conditions hereinafter set forth in this Plan.
ICAP FUNDS, INC. SUBADVISORY AGREEMENTSubadvisory Agreement • March 1st, 2007 • Icap Funds Inc • New York
Contract Type FiledMarch 1st, 2007 Company JurisdictionSUBADVISORY AGREEMENT, made as of the 31st day of August, 2006 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”), on behalf of ICAP Funds, Inc. (the “Company”), and Institutional Capital LLC (the “Subadvisor”).
AMENDMENT TO MASTER DELEGATION AGREEMENTMaster Delegation Agreement • March 2nd, 2009 • Icap Funds Inc
Contract Type FiledMarch 2nd, 2009 CompanyThis Amendment (the “Amendment”) to Master Delegation Agreement is made as of the 13th day of February, 2009, by and between The MainStay Funds, MainStay VP Series Fund, Inc., Eclipse Funds Inc., Eclipse Funds and ICAP Funds, Inc. and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company). WHEREAS, the parties hereto have entered into a Master Delegation 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 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:
AMENDMENT TO MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • March 2nd, 2009 • Icap Funds Inc
Contract Type FiledMarch 2nd, 2009 CompanyThis Amendment (the “Amendment”) to the Master Custodian Agreement is made as of the 13th day of February, 2009 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company). 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 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:
ICAP FUNDS, INC. AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • March 2nd, 2009 • Icap Funds Inc • New York
Contract Type FiledMarch 2nd, 2009 Company JurisdictionThis Amended and Restated Management Agreement is hereby made as of the 1st day of August, 2008 (the “Agreement”) between ICAP Funds, Inc., a Maryland corporation (the “Company”), further amended from time to time, on behalf of its series as set forth on Schedule A (each, a “Fund,” and collectively, the “Funds”) and New York Life Investment Management LLC, a Delaware limited liability company (“NYLIM” or the “Manager”).
AMENDMENT TO MASTER DELEGATION AGREEMENTMaster Delegation Agreement • March 2nd, 2009 • Icap Funds Inc
Contract Type FiledMarch 2nd, 2009 CompanyThis Amendment (the “Amendment”) to Master Delegation Agreement is made as of the 29th day of September, 2008, by and between The MainStay Funds, MainStay VP Series Fund, Inc., Eclipse Funds Inc., Eclipse Funds and ICAP Funds, Inc. and State Street Bank & Trust Company. WHEREAS, the parties hereto have entered into a Master Delegation 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 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:
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 23rd, 2004 • Icap Funds Inc • Illinois
Contract Type FiledApril 23rd, 2004 Company JurisdictionThis Agreement is made and entered into as of this 11th day of February, 2004 (the “Agreement”), by and between ICAP Funds, Inc., a Maryland corporation and registered investment company (the “Fund”), and Joseph Andrew Hays, an independent director of the Fund (the “Director”).
RULE 17f-5 DELEGATION AGREEMENTDelegation Agreement • April 23rd, 2004 • Icap Funds Inc • Missouri
Contract Type FiledApril 23rd, 2004 Company JurisdictionBy its execution of this Delegation Agreement by and between UMB Bank, n.a. (the Custodian), a national banking association, with its principal office in Kansas City, Missouri, and each of the registered investment companies (on behalf of any series thereof, if applicable) listed on the Appendix to this Agreement, together with such additional companies as shall be made parties to this Agreement by the execution of a revised Appendix to this Agreement (such companies, and any series thereof, are referred to individually as a "Fund" and, collectively, as the "Funds"), the Funds hereby direct the Custodian to appoint Citibank, N.A., a National Banking Association under the laws of the United States of America, as the Approved Foreign Custody Manager (the Delegate) under the terms of the Custody Agreement between the Funds and the Custodian to perform certain functions with respect to the custody of the Funds' Assets (as defined in Section 13 of this Delegation Agreement) outside the Unit
FORM OF AMENDMENT TO SUB-TRANSFER AGENCY AND SERVICE AGREEMENT This amendment (the "Amendment") to Sub-Transfer Agency and Service Agreement is made as of the 30th day of April 2008, by and between NYLIM Service Company LLC and Boston Financial Data...Sub-Transfer Agency and Service Agreement • April 18th, 2008 • Icap Funds Inc
Contract Type FiledApril 18th, 2008 Company
AMENDMENT TO MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • March 2nd, 2009 • Icap Funds Inc
Contract Type FiledMarch 2nd, 2009 CompanyThis Amendment (the “Amendment”) to the Master Custodian Agreement is made as of the 29th day of September, 2008 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (the “Bank”). WHEREAS, the parties hereto have entered into a Master Custodian 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 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:
AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT AMONG THE MAINSTAY FUNDS, ECLIPSE FUNDS, ECLIPSE FUNDS INC. AND ICAP FUNDS, INC. AND NYLIM SERVICE COMPANY LLCTransfer Agency and Service Agreement • March 2nd, 2009 • Icap Funds Inc • New Jersey
Contract Type FiledMarch 2nd, 2009 Company JurisdictionThis AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT made as of the 1st day of October, 2008, by and among The MainStay Funds and Eclipse Funds, each a Massachusetts business trust, and Eclipse Funds Inc. and ICAP Funds, Inc., each a Maryland corporation (each, a “Fund” and collectively, the “Funds”) and NYLIM SERVICE COMPANY LLC, a Delaware limited liability company, having its principal office and place of business at 169 Lackawanna Avenue, Parsippany, New Jersey 07054 (“NSC”).
AMENDMENT TO MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • March 2nd, 2009 • Icap Funds Inc
Contract Type FiledMarch 2nd, 2009 CompanyThis amendment (the “Amendment”) to Master Custodian Agreement is made as of the 30th day of April, 2008 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (the “Bank”) (formerly Investors Bank & Trust Company).
AMENDMENT TO MASTER DELEGATION AGREEMENTMaster Delegation Agreement • March 2nd, 2009 • Icap Funds Inc
Contract Type FiledMarch 2nd, 2009 CompanyThis amendment (the “Amendment”) to Master Delegation Agreement is made as of the 30th day of April, 2008, by and between State Street Bank & Trust Company (formerly Investors Bank & Trust Company) and each of the registered investment companies listed on Appendix A and their portfolios. WHEREAS, the parties hereto have entered into a Master Delegation 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 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.
FORM OF SUB-TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN NYLIM SERVICE COMPANY LLC AND BOSTON FINANCIAL DATA SERVICES, INC.Sub-Transfer Agency and Service Agreement • August 29th, 2006 • Icap Funds Inc • Massachusetts
Contract Type FiledAugust 29th, 2006 Company JurisdictionAGREEMENT made as of the 1st day of October, 2005, by and between NYLIM SERVICE COMPANY LLC, a Delaware corporation, having its principal office and place of business at 169 Lackawanna Avenue, Parsippanny, New Jersey 07054 (the “Transfer Agent”), and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2 Heritage Drive, North Quincy, Massachusetts 02171 (the “Sub-Transfer Agent”).
MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • August 29th, 2006 • Icap Funds Inc • Massachusetts
Contract Type FiledAugust 29th, 2006 Company JurisdictionAGREEMENT made as of the 30th day of June, 2005, between each Fund listed on Appendix A (each a Fund and collectively “the Funds”), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (the “Bank”).
AMENDMENT TO CUSTODY AGREEMENTCustody Agreement • April 22nd, 2002 • Icap Funds Inc
Contract Type FiledApril 22nd, 2002 CompanyAMENDMENT, dated as of July 2, 2001, to the Custody Agreement dated December 30, 1994 ("Agreement"), by and between UMB Bank, n. a. ("Custodian"), having a place of business at 928 Grand Boulevard, 10th Floor, Kansas City, Missouri 64106, ICAP Funds, Inc. and each of the registered investment companies (on behalf of any series thereof, if applicable) listed on Appendix B to the Agreement, together with such additional companies as shall be made parties to the Agreement by the execution of a revised Appendix B to the Agreement (such companies, and any series thereof, are referred to individually as a "Fund" and, collectively, as the "Funds").
AMENDMENT TO MASTER FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENTMaster Fund Sub-Accounting and Sub-Administration Agreement • March 2nd, 2009 • Icap Funds Inc
Contract Type FiledMarch 2nd, 2009 CompanyThis Amendment (the “Amendment”) to Master Fund Sub-Accounting and Sub-Administration Agreement is made as of the 29th day of September, 2008, by and between New York Life Investment Management LLC (“NYLIM”) and State Street Bank & Trust Company (the “Bank”).
INTERIM AGREEMENT ICAP Funds, Inc.Interim Management Agreement • August 29th, 2006 • Icap Funds Inc • Illinois
Contract Type FiledAugust 29th, 2006 Company JurisdictionINTERIM MANAGEMENT AGREEMENT, made as of the 30th day of June 2006, between Institutional Capital LLC (the “Manager”), and ICAP Funds, Inc. (the “Company”).
Amendment to the Management Agreement Between ICAP Funds, Inc. And New York Life Investment Management LLCManagement Agreement • March 2nd, 2009 • Icap Funds Inc
Contract Type FiledMarch 2nd, 2009 CompanyThis Amendment (the “Amendment”) is dated as of April 30, 2008 by and between ICAP Funds, Inc. (the “Company”) and New York Life Investment Management LLC (the “Manager”).
FIFTH AMENDMENT TO EXPENSE CAP/REIMBURSEMENT AGREEMENTExpense Cap/Reimbursement Agreement • April 18th, 2003 • Icap Funds Inc
Contract Type FiledApril 18th, 2003 CompanyThis Fifth Amendment to the Expense Cap/Reimbursement Agreement between Institutional Capital Corporation (“ICAP”) and ICAP Funds, Inc. on behalf of the ICAP Discretionary Equity Portfolio, the ICAP Equity Portfolio, the ICAP Select Equity Portfolio and the ICAP Euro Select Equity Portfolio, (each a “Portfolio”) is entered into as of May 1, 2003.