EXPENSE CAP/REIMBURSEMENT AGREEMENT
This Agreement is entered into as of the 30th day
of April, 1999, between Institutional Capital
Corporation (the "Adviser") 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
(collectively, the "Portfolios").
WHEREAS, the Adviser has previously voluntarily
agreed to reduce its advisory fee and/or reimburse the
Portfolios for certain operating expenses to the extent
necessary to cap a Portfolio's total operating expenses
at certain levels.
WHEREAS, the Adviser now desires to contractually
agree to waive a portion of its advisory fee or
reimburse certain of the Portfolios' operating expenses
to ensure that the Portfolios' total operating expenses
do not exceed the levels described below.
NOW THEREFORE, the parties agree as follows:
The Adviser agrees that, for the term of this
Agreement, it will reduce its compensation as provided
for in the Investment Advisory Agreement between the
Portfolios and the Adviser, and/or assume expenses for
the Portfolios to the extent necessary to ensure that
the total operating expenses of the ICAP Discretionary
Equity Portfolio, the ICAP Equity Portfolio and the
ICAP Select Equity Portfolio do not exceed 0.80% and
the total operating expenses of the ICAP Euro Select
Equity Portfolio do not exceed 1.00%, of each
Portfolio's average net assets on an annual basis.
The Adviser shall be entitled to recoup such
amounts for a period of up to three (3) years from the
date the Adviser reduced its compensation and/or
assumed expenses for the Portfolios.
This Agreement shall terminate on April 30, 2000,
unless extended by the mutual agreement of the parties,
as provided for in an amendment to this Agreement.
INSTITUTIONAL CAPITAL CORPORATION
By:/s/ Xxxxxx X. Xxxx
----------------------
Xxxxxx X. Xxxx,
President
ICAP FUNDS, INC.
By:/s/ Xxxxxx X. Xxxxxx
-----------------------
Xxxxxx X. Xxxxxx,
Vice President
