0000897436-07-000126 Sample Contracts

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”).

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ICAP FUNDS, INC. MANAGEMENT AGREEMENT
Management Agreement • March 1st, 2007 • Icap Funds Inc • New York

Agreement, made as of the 31st day of August, 2006 (the “Agreement”) between ICAP Funds, Inc. (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 (the “Manager”).

FORM OF EXPENSE CAP/REIMBURSEMENT AGREEMENT
Reimbursement Agreement • March 1st, 2007 • 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.

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