0001133228-09-000163 Sample Contracts

ICAP FUNDS, INC. AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • March 2nd, 2009 • Icap Funds Inc • New York

This Amended and Restated Subadvisory Agreement, made as of the 1st day of August, 2008 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Institutional Capital LLC, a Delaware limited liability company (the “Subadvisor”).

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AMENDMENT TO MASTER DELEGATION AGREEMENT
Master Delegation Agreement • March 2nd, 2009 • Icap Funds Inc

This Amendment (the “Amendment”) to Master Delegation Agreement is made as of the 13th day of February, 2009, by and between The MainStay Funds, MainStay VP Series Fund, Inc., Eclipse Funds Inc., Eclipse Funds and ICAP Funds, Inc. and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company). WHEREAS, the parties hereto have entered into a Master Delegation Agreement (the “Agreement”) dated as of June 30, 2005, as amended; and WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement. NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • March 2nd, 2009 • Icap Funds Inc

This Amendment (the “Amendment”) to the Master Custodian Agreement is made as of the 13th day of February, 2009 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company). WHEREAS, the parties hereto have entered into a Master Custodian Agreement (the “Agreement”) dated as of June 30, 2005, as amended; and WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement. NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

ICAP FUNDS, INC. AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • March 2nd, 2009 • Icap Funds Inc • New York

This Amended and Restated Management Agreement is hereby made as of the 1st day of August, 2008 (the “Agreement”) between ICAP Funds, Inc., a Maryland corporation (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 (“NYLIM” or the “Manager”).

AMENDMENT TO MASTER DELEGATION AGREEMENT
Master Delegation Agreement • March 2nd, 2009 • Icap Funds Inc

This Amendment (the “Amendment”) to Master Delegation Agreement is made as of the 29th day of September, 2008, by and between The MainStay Funds, MainStay VP Series Fund, Inc., Eclipse Funds Inc., Eclipse Funds and ICAP Funds, Inc. and State Street Bank & Trust Company. WHEREAS, the parties hereto have entered into a Master Delegation Agreement (the “Agreement”) dated as of June 30, 2005, as amended; and WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement. NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • March 2nd, 2009 • Icap Funds Inc

This Amendment (the “Amendment”) to the Master Custodian Agreement is made as of the 29th day of September, 2008 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (the “Bank”). WHEREAS, the parties hereto have entered into a Master Custodian Agreement, as amended (the “Agreement”); and WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement. NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT AMONG THE MAINSTAY FUNDS, ECLIPSE FUNDS, ECLIPSE FUNDS INC. AND ICAP FUNDS, INC. AND NYLIM SERVICE COMPANY LLC
Transfer Agency and Service Agreement • March 2nd, 2009 • Icap Funds Inc • New Jersey

This AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT made as of the 1st day of October, 2008, by and among The MainStay Funds and Eclipse Funds, each a Massachusetts business trust, and Eclipse Funds Inc. and ICAP Funds, Inc., each a Maryland corporation (each, a “Fund” and collectively, the “Funds”) and NYLIM SERVICE COMPANY LLC, a Delaware limited liability company, having its principal office and place of business at 169 Lackawanna Avenue, Parsippany, New Jersey 07054 (“NSC”).

AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • March 2nd, 2009 • Icap Funds Inc

This amendment (the “Amendment”) to Master Custodian Agreement is made as of the 30th day of April, 2008 by and between each Fund listed on Appendix A and State Street Bank & Trust Company (the “Bank”) (formerly Investors Bank & Trust Company).

AMENDMENT TO MASTER DELEGATION AGREEMENT
Master Delegation Agreement • March 2nd, 2009 • Icap Funds Inc

This amendment (the “Amendment”) to Master Delegation Agreement is made as of the 30th day of April, 2008, by and between State Street Bank & Trust Company (formerly Investors Bank & Trust Company) and each of the registered investment companies listed on Appendix A and their portfolios. WHEREAS, the parties hereto have entered into a Master Delegation Agreement (the “Agreement”) dated as of June 30, 2005, as amended; and WHEREAS, the parties hereto wish to amend Appendix A of the Agreement in order to revise the list of funds covered by the Agreement. NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Amendment of Appendix A. Appendix A of the Agreement is hereby amended by deleting it in its entirety and replacing it with the Appendix A attached hereto. 2. Except as modified hereby, the Agreement shall remain in full force and effect.

AMENDMENT TO MASTER FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENT
Master Fund • March 2nd, 2009 • Icap Funds Inc

This Amendment (the “Amendment”) to Master Fund Sub-Accounting and Sub-Administration Agreement is made as of the 29th day of September, 2008, by and between New York Life Investment Management LLC (“NYLIM”) and State Street Bank & Trust Company (the “Bank”).

Amendment to the Management Agreement Between ICAP Funds, Inc. And New York Life Investment Management LLC
Management Agreement • March 2nd, 2009 • Icap Funds Inc

This Amendment (the “Amendment”) is dated as of April 30, 2008 by and between ICAP Funds, Inc. (the “Company”) and New York Life Investment Management LLC (the “Manager”).

AMENDMENT TO MASTER DELEGATION AGREEMENT
Master Delegation Agreement • March 2nd, 2009 • Icap Funds Inc

This amendment (the “Amendment”) to Master Delegation Agreement is made as of the 27th day of September, 2006 by and between Investors Bank & Trust Company and each of the registered investment companies listed on Appendix A and their portfolios.

AMENDMENT TO SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
Sub-Transfer Agency and Service Agreement • March 2nd, 2009 • Icap Funds Inc

This Amendment to the Sub-Transfer Agency and Service Agreement (the “Amendment”) is made as of the 1st day of October, 2008 by and between NYLIM Service Company LLC (“Transfer Agent”) and Boston Financial Data Services, Inc. (“Sub-Transfer Agent”).

AMENDMENT TO MASTER FUND SUB-ACCOUNTING AND SUB-ADMINISTRATION AGREEMENT
Master Fund • March 2nd, 2009 • Icap Funds Inc

This Amendment (the “Amendment”) to Master Fund Sub-Accounting and Sub-Administration Agreement is made as of the 13th day of February, 2009, by and between New York Life Investment Management LLC (“NYLIM”) and State Street Bank & Trust Company (formerly, Investors Bank & Trust Company).

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