0000892712-06-000635 Sample Contracts

SUBADVISORY AGREEMENT ICAP Funds, Inc.
Subadvisory Agreement • August 29th, 2006 • Icap Funds Inc • New York

SUBADVISORY AGREEMENT, made as of the [DATE] day of [MONTH], 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”).

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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”).

INTERIM AGREEMENT ICAP Funds, Inc.
Interim 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”).

FORM OF EXPENSE CAP/REIMBURSEMENT AGREEMENT
Reimbursement Agreement • August 29th, 2006 • Icap Funds Inc

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.

ICAP Funds, Inc. MANAGEMENT AGREEMENT
Management Agreement • August 29th, 2006 • Icap Funds Inc • New York

Agreement, made between ICAP Funds, Inc. (the “Company”), on _____, 2006, 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 (the “Manager”).

MASTER FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENT
Master Fund Sub-Accounting and Sub-Administration Agreement • August 29th, 2006 • Icap Funds Inc • Massachusetts

THIS AGREEMENT is made as of the 30th day of June, 2005, by and between New York Life Investment Management LLC (”NYLIM”), and Investors Bank & Trust Company, a Massachusetts trust company (the “Bank”).

AMENDMENT TO MASTER FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENT
Master Fund Sub-Accounting and Sub-Administration Agreement • August 29th, 2006 • Icap Funds Inc

This amendment (the “Amendment”) to Master Fund Sub-Accounting and Sub-Administration Agreement is made as of the _____ day of August, 2006 by and between New York Life Investment Management LLC (“NYLIM”) and Investors Bank & Trust Company (“Bank”).

AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • August 29th, 2006 • Icap Funds Inc

This amendment (the “Amendment”) to Master Custodian Agreement is made as of the _____ day of August, 2006 by and between each Fund listed on Appendix A and Investors Bank & Trust Company (“Bank”).

DISTRIBUTION AGREEMENT
Distribution Agreement • August 29th, 2006 • Icap Funds Inc • New York

AGREEMENT made as of June 30, 2006, between ICAP Funds, Inc., a Maryland corporation (the “Company”), and NYLIFE DISTRIBUTORS LLC, a limited liability corporation (the “Distributor”).

TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN ICAP FUNDS, INC. AND NYLIM SERVICE COMPANY LLC TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • August 29th, 2006 • Icap Funds Inc • New Jersey

TRANSFER AGENCY AND SERVICE AGREEMENT made as of the 1st day of September, 2006, by and between ICAP FUNDS, Inc., a Maryland corporation (the “Fund”), and NYLIM SERVICE COMPANY LLC, a Delaware limited liability corporation (“NYLIM SC”).

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