Icap Funds Inc Sample Contracts

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FORM OF AMENDMENT TO THE ICAP FUNDS, INC. SUBADVISORY AGREEMENT
Subadvisory Agreement • April 18th, 2008 • Icap Funds Inc
Exhibit 9.1(b) Amended and Restated Schedule A to the Transfer Agent Agreement by and between ICAP Funds, Inc. and Sunstone Investor Services LLC
Transfer Agent Agreement • December 23rd, 1997 • Icap Funds Inc

Intending 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

The 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.

ICAP FUNDS, INC. AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • March 2nd, 2009 • Icap Funds Inc • New York

This 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

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 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.

ICAP FUNDS, INC. INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 1997 • Icap Funds Inc
RULE 17f-5 DELEGATION AGREEMENT
Delegation Agreement • April 18th, 2003 • Icap Funds Inc • Missouri

By 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 FUND
Agreement and Plan of Reorganization • April 20th, 2010 • Icap Funds Inc

This 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 AGREEMENT
Subadvisory Agreement • March 1st, 2007 • Icap Funds Inc • New York

SUBADVISORY 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 AGREEMENT
Master Delegation Agreement • March 2nd, 2009 • Icap Funds Inc

This 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 AGREEMENT
Master Custodian Agreement • March 2nd, 2009 • Icap Funds Inc

This 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 AGREEMENT
Management Agreement • March 2nd, 2009 • Icap Funds Inc • New York

This 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 AGREEMENT
Master Delegation Agreement • March 2nd, 2009 • Icap Funds Inc

This 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 AGREEMENT
Indemnification Agreement • April 23rd, 2004 • Icap Funds Inc • Illinois

This 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”).

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RULE 17f-5 DELEGATION AGREEMENT
Delegation Agreement • April 23rd, 2004 • Icap Funds Inc • Missouri

By 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

AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • March 2nd, 2009 • Icap Funds Inc

This 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 LLC
Transfer Agency and Service Agreement • March 2nd, 2009 • Icap Funds Inc • New Jersey

This 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 AGREEMENT
Master Custodian Agreement • March 2nd, 2009 • Icap Funds Inc

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”) (formerly Investors Bank & Trust Company).

AMENDMENT TO MASTER DELEGATION AGREEMENT
Master Delegation Agreement • March 2nd, 2009 • Icap Funds Inc

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 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

AGREEMENT 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 AGREEMENT
Master Custodian Agreement • August 29th, 2006 • Icap Funds Inc • Massachusetts

AGREEMENT 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 AGREEMENT
Custody Agreement • April 22nd, 2002 • Icap Funds Inc

AMENDMENT, 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 AGREEMENT
Master Fund Sub-Accounting and Sub-Administration Agreement • March 2nd, 2009 • Icap Funds Inc

This 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

INTERIM 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 LLC
Management Agreement • March 2nd, 2009 • Icap Funds Inc

This 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 AGREEMENT
Expense Cap/Reimbursement Agreement • April 18th, 2003 • Icap Funds Inc

This 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.

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