0000892712-04-000485 Sample Contracts

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

SIXTH AMENDMENT TO EXPENSE CAP/REIMBURSEMENT AGREEMENT
Expense Cap/Reimbursement Agreement • April 23rd, 2004 • Icap Funds Inc

This Sixth 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, 2004.

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