FORM OF EXPENSE CAP/REIMBURSEMENT AGREEMENT
This
Expense Cap/Reimbursement Agreement between New York Life Investment Management
LLC (“NYLIM”) and ICAP Funds, Inc. on behalf of the MainStay ICAP Equity Fund,
the MainStay ICAP Select Equity Fund and the MainStay ICAP International
Fund
(each, a “Fund”) is entered into as of August 25, 2006.
NOW,
THEREFORE, the parties agree as follows:
Pursuant
to this Agreement, the Expense Cap/Reimbursement Agreement shall be in effect
through August 25, 2008 unless further extended by the mutual agreement of
the
parties. Accordingly, NYLIM agrees to reduce its compensation as
provided
for in the Management Agreement between NYLIM and the ICAP Funds, Inc., and/or
assume expenses for each Fund to the extent necessary to ensure that the
total
operating expenses of each Fund do not exceed 0.80% of the Fund’s average net
assets on an annual basis.
All
other
provisions of the Expense Cap/Reimbursement Agreement shall remain in full
force
and effect.
NEW
YORK
LIFE INVESTMENT MANAGEMENT LLC
By:
Xxxxx
X.
Xxxxxxx
President
and Chief Executive Officer
ICAP
FUNDS, INC.
By:
Xxxxxxxxxxx
X. Xxxxx
President
