ICAP FUNDS, INC. AMENDED AND RESTATED MANAGEMENT AGREEMENT
ICAP
FUNDS, INC.
AMENDED
AND RESTATED MANAGEMENT AGREEMENT
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”).
W
I T N E
S S E T H:
WHEREAS,
the Company is an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS,
the shares of common stock of the Company (the “Shares”) are divided into
separate series, each of which is established by resolution of the Board of
Directors of the Company (the “Board”) and the Directors may from time to time
terminate such series or establish and terminate additional series; and
WHEREAS,
the Manager is engaged in rendering investment management services and is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended (the “Advisers Act”); and
WHEREAS,
the Company desires to retain the Manager to provide investment advisory and
related administrative services to each of the Funds, and the Manager is willing
to provide or procure such services on the terms and conditions hereinafter
set
forth; and
WHEREAS,
the Company and the Manager entered into a Management Agreement, dated as of
August 31, 2006, as amended April 30, 2008 (the “Prior Agreement”); and
WHEREAS,
the parties hereto now desire to amend and restate the Prior Agreement;
and
WHEREAS,
this Agreement amends and restates, in its entirety, the Prior Agreement;
and
WHEREAS,
the parties to this Agreement acknowledge that the Agreement is not intended
to
materially change the services provided under the Prior Agreement;
NOW,
THEREFORE, the parties agree as follows:
ARTICLE
I. APPOINTMENT
A.
Appointment. The Company hereby appoints NYLIM to act as Manager to the Funds
for the period and on the terms set forth in this Agreement. The Manager accepts
such appointment and agrees to provide the advisory and administrative services
herein described, for the compensation herein provided.
ARTICLE
II. ADVISORY SERVICES
A. Advisory
Duties of Manager. Subject to the supervision of the Board of
Directors of the Company, the Manager shall manage all aspects of the advisory
operations of each Fund and the composition of the portfolio of each Fund,
including the purchase, retention and disposition of securities therein, in
accordance with the investment objectives, policies and restrictions of the
Fund, as stated in the currently effective Prospectus (as hereinafter defined);
in conformity with the Articles of Incorporation and By-Laws (each as
hereinafter defined) of the Company; under the instructions and directions
of
the Directors of the Company; and in accordance with the applicable provisions
of the 1940 Act and the rules and regulations thereunder, the provisions of
the
Internal Revenue Code of 1986, as amended (the “Code”), relating to regulated
investment companies and all rules and regulations thereunder, and all other
applicable federal and state laws and regulations. In connection with
the services provided under this Agreement, the Manager will use its best
efforts to manage each Fund so that it will qualify as a regulated investment
company under Subchapter M of the Code and regulations issued
thereunder. In managing each Fund in accordance with the requirements
set out in this section, the Manager will be entitled to receive and act upon
advice of counsel for the Company or Fund.
1. Portfolio
Management. The Manager will determine the securities and other
instruments to be purchased, sold or entered into by each Fund and place orders
with broker-dealers, foreign currency dealers, futures commission merchants
or
others pursuant to the Manager’s determinations and all in accordance with each
Fund’s policies as set out in the Prospectus of the Fund or as adopted by the
Board and disclosed to the Manager. The Manager will determine what
portion of each Fund's portfolio will be invested in securities and other assets
and what portion, if any, should be held uninvested in cash or cash
equivalents. Each Fund will have the benefit of the investment
analysis and research, the review of current economic conditions and trends
and
the consideration of long-range investment policy generally available to the
Manager’s investment advisory clients.
2. Selection
of Brokers. Subject to the policies established by, and any direction
from, the Company’s Board, the Manager will be responsible for selecting the
brokers or dealers that will execute the purchases and sales for a
Fund. The Manager will place orders pursuant to its determination
with or through such persons, brokers or dealers (including NYLIFE Securities
Inc.) in conformity with the policy with respect to brokerage as set forth
in
the Company’s Registration Statement or as the Board may direct from time to
time. It is recognized that, in providing the Funds with investment
supervision or the placing of orders for portfolio transactions, the Manager
will give primary consideration to securing the most favorable price and
efficient execution. Consistent with this policy, the Manager may
consider the financial responsibility, research and investment information
and
other services provided by brokers or dealers who may effect or be a party
to
any such transaction or other transactions to which other clients of the Manager
may be a party. It is understood that neither the Funds, the Company
nor the Manager has adopted a formula for allocation of the Funds’ investment
transaction business. It is also understood that it is desirable for
the Funds that the Manager have access to supplemental investment and market
research and security and economic analyses provided by certain brokers who
may
execute brokerage transactions at a higher cost to the Funds than may result
when allocating brokerage to other brokers on the basis of seeking the most
favorable price and efficient execution. Therefore, the Manager or
any subadvisor is authorized to place orders for the purchase and sale of
securities for the Funds with such certain brokers, subject to review by the
Company’s Directors from time to time with respect to the extent and
continuation of this practice. It is understood that the services
provided by such brokers may be useful to the Manager or any subadvisor in
connection with its services to other clients.
Subject
to the foregoing, it is understood that the Manager will not be deemed to have
acted unlawfully, or to have breached a fiduciary duty to the Company or be
in
breach of any obligation owing to the Company under this Agreement, or
otherwise, solely by reason of its having directed a securities transaction
on
behalf of a Fund to a broker-dealer in compliance with the provisions of Section
28(e) of the Securities Exchange Act of 1934, and the rules and interpretations
of the Securities and Exchange Commission (“SEC”) thereunder, or as otherwise
permitted from time to time by a Fund’s Prospectus.
On
occasions when the Manager deems the purchase or sale of a security to be in
the
best interest of the Funds as well as other clients, the Manager, to the extent
permitted by applicable laws and regulations, may, but shall be under no
obligation to, aggregate the securities to be so sold or purchased in order
to
obtain the most favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of the securities so purchased
or sold, as well as expenses incurred in the transaction, will be made by the
Manager in the manner it considers to be the most equitable and consistent
with
its fiduciary obligations to the Funds and to such other clients.
3. Delegation
of Investment Advisory Services. Subject to the prior approval of a
majority of the members of the Board, including a majority of the Board who
are
not “interested persons” and, to the extent required by applicable law, by the
shareholders of a Fund, the Manager may, through a subadvisory agreement or
other arrangement, delegate to a subadvisor any of the duties enumerated in
this
Agreement, including the management of all or a portion of the assets being
managed. Subject to the prior approval of a majority of the members
of the Board, including a majority of the Board who are not “interested persons”
and, to the extent required by applicable law, by the shareholders of a Fund,
the Manager may adjust such duties, the portion of assets being managed, and
the
fees to be paid by the Manager; provided, that in each case the Manager will
continue to oversee the services provided by such company or employees and
any
such delegation will not relieve the Manager of any of its obligations under
this Agreement.
The
Company and Manager understand and agree that the Manager may manage a Fund
in a
“manager-of-managers” style with either a single or multiple subadvisors, which
contemplates that the Manager will, among other things and pursuant to an Order
issued by the SEC, and subject to shareholder approval if required:
(i) continually evaluate the performance of each subadvisor to a Fund, if
applicable, through quantitative and qualitative analysis and consultations
with
such subadvisor; (ii) periodically make recommendations to the Board as to
whether the contract with one or more subadvisors should be renewed, modified
or
terminated; and (iii) periodically report to the Board regarding the
results of its evaluation and monitoring functions. The Company
recognizes that a subadvisor’s services may be terminated or modified pursuant
to the “manager-of-managers” process, and that the Manager may appoint a new
subadvisor for a subadvisor that is so removed.
4.
Instructions to Custodian. The Manager or any subadvisor shall provide the
Company’s custodian on each business day with information relating to the
execution of all portfolio transactions pursuant to standing
instructions.
5.
Valuation. The Manager will provide assistance to the Board in valuing the
securities and other instruments held by each Fund, to the extent reasonably
required by such valuation policies and procedures as may be adopted by each
Fund.
B. Books
and
Records. The Manager further agrees to preserve for the periods
prescribed by Rule 31a-2 as promulgated by the SEC under the 1940 Act any such
records as are required to be maintained by the Manager. The Manager
shall render to the Company’s Directors such periodic and special reports as the
Directors may reasonably request.
C. Advisory
Services Not Exclusive. The Manager’s services to the Company and
each Fund pursuant to this Agreement are not exclusive and it is understood
that
the Manager may render investment advice, management and services to other
persons (including other investment companies) and engage in other activities,
so long as its services under this Agreement are not impaired by such other
activities. It is understood and agreed that officers or directors of
the Manager are not prohibited from engaging in any other business activity
or
from rendering services to any other person, or from serving as partners,
officers, trustees or directors of any other firm, trust or corporation,
including other investment companies. Whenever a Fund and one or more
other accounts or investment companies advised by the Manager have available
funds for investment, investments suitable and appropriate for each will be
allocated in accordance with procedures believed by the Manager to be equitable
to each entity over time. Similarly, opportunities to sell securities
will be allocated in a manner believed by the Manager to be equitable to each
entity over time. The Company and each Fund recognize that in some
cases this procedure may adversely affect the size of the position that may
be
acquired or disposed of for a Fund.
ARTICLE
III. ADMINISTRATIVE SERVICES
A. Administrative
Duties of Manager. The
Manager shall (i) furnish the Funds with office facilities; (ii) be
responsible for the financial and accounting records required to be maintained
by the Funds (excluding those being maintained by the Funds’ custodian and
transfer agent except as to which the Manager has supervisory functions) and
other than those being maintained by the Funds’ subadvisor, if any; and
(iii) furnish the Funds with Board materials, ordinary clerical,
bookkeeping and recordkeeping services at such office facilities and such other
services as the parties may agree. The Manager will also monitor each
Fund’s compliance with its investment and tax guidelines and other compliance
policies.
1. Instructions
to
Custodian. The Manager or any sub-administrator shall provide
the Company’s custodian on each business day with information relating to the
execution of all portfolio transactions pursuant to standing
instructions.
2. Books
and
Records. The Manager shall keep the Funds’ books and records required
to be maintained by it. The Manager agrees that all records which it
maintains for the Funds are the property of the Funds, and it will surrender
promptly to the Funds any of such records upon the Funds’
request. Moreover, the Manager shall maintain all books and records
with respect to the Funds’ securities transactions required by sub-paragraphs
(b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act
and
any other books and records required to be maintained by it under the 1940
Act
and the rules thereunder. The Manager shall render to the Company’s
Directors such periodic and special reports as the Directors may reasonably
request.
3. Administrative
Services Not Exclusive. The Manager’s services to the Company and
each Fund pursuant to this Agreement are not exclusive and it is understood
that
the Manager may render administrative services to other persons and engage
in
other activities, so long as its services under this Agreement are not impaired
by such other activities. It is understood and agreed that officers
or directors of the Manager may serve as officers or directors of the Company,
and that officers or directors of the Company may serve as officers or directors
of the Manager to the extent permitted by law; and that the officers and
directors of the Manager are not prohibited from engaging in any other business
activity or from rendering services to any other person, or from serving as
partners, officers, trustees or directors of any other firm, trust or
corporation, including other investment companies.
4. Delegation
of Administration Services. With respect to any or all series of the
Company, including the Funds, the Manager may enter into one or more contracts
with a sub-administrator (“Sub-Administration Contract”) in which the Manager
delegates to such sub-administrator any or all its duties specified in this
Agreement, provided that the Sub-Administration Contract meets all applicable
requirements of the 1940 Act and rules thereunder, as applicable. The
Manager will at all times maintain responsibility for providing the
administration services, and will supervise any sub-administrator.
5. Valuation. The
Manager will provide assistance to the Board in valuing the securities and
other
instruments held by each Fund, to the extent reasonably required by such
valuation policies and procedures as may be adopted by each Fund.
ARTICLE
IV. EXPENSES
A. Expenses
Borne by Manager.
1. In
connection with the services rendered by the Manager under this Agreement,
the
Manager will bear all of the following expenses:
(i) The
salaries and expenses of all personnel of the Company and the Manager, except
the fees and expenses of Directors who are not interested persons of the Manager
or of the Company, and the salary (or a portion thereof) of the Company’s Chief
Compliance Officer that the Board approves for payment by the Funds;
and
(ii) All
expenses incurred by the Manager in connection with managing the investment
operations of the Funds other than those assumed by the Company, Fund or
administrator of the Fund or the Company or other third party under a separate
agreement.
2. The
Manager will not be required to pay expenses of any activity which is primarily
intended to result in sales of Shares if and to the extent that (i) such
expenses are required to be borne by a principal underwriter that acts as the
distributor of a Fund’s Shares pursuant to an underwriting agreement that
provides that the underwriter will assume some or all of such expenses, or
(ii) the Company on behalf of the Fund will have adopted a plan in
conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some
other party) will assume some or all of such expenses. The Manager
will pay such sales expenses only to the extent they are not required to be
paid
by the principal underwriter pursuant to the underwriting agreement or are
not
permitted to be paid by a Fund (or some other party) pursuant to such a
plan.
B.
Expenses Borne by the Company/Fund.
1. Each
Fund
assumes and will pay its expenses, including but not limited to those described
below (where any such category applies to more than one series of the Company,
the Fund shall be liable only for its allocable portion of the
expenses):
(i) The
fees
of any investment adviser or expenses otherwise incurred by the Company in
connection with the management of the investment and reinvestment of the assets
of the Funds;
(ii) Brokers’
commissions and any issue or transfer taxes chargeable to the Company in
connection with its securities transactions on behalf of the Funds;
(iii) Litigation
and indemnification expenses and other extraordinary expenses not incurred
in
the ordinary course of the Company’s business;
(iv) The
fees
and expenses of Directors who are not interested persons of the Manager, of
any
investment adviser, and the salary (or a portion thereof) of the Company’s Chief
Compliance Officer that the Board approves for payment by the
Funds;
(v) The
fees
and expenses of the Funds’ custodian which relate to (a) the custodial
function and the recordkeeping connected therewith, (b) the preparation and
maintenance of the general required accounting records of the Funds not being
maintained by the Manager, (c) the pricing of the Funds’ Shares, including
the cost of any pricing service or services which may be retained pursuant
to
the authorization of the Directors of the Company, and (d) for both mail
and wire orders, the cashiering function in connection with the issuance and
redemption of the Funds’ Shares;
(vi) The
fees
and expenses of the Funds’ transfer and dividend disbursing agent, which may be
a custodian of the Funds, which relate to the maintenance of each shareholder
account;
(vii) The
charges and expenses of legal counsel (including an allocable portion of the
cost of maintaining an internal legal department (provided pursuant to a
separate legal services agreement) and compliance department) and independent
accountants for the Company;
(viii) All
taxes
and business fees payable by the Funds to federal, state or other governmental
agencies;
(ix) The
fees
of any trade association of which the Company may be a member;
(x) The
cost
of share certificates representing the Funds’ Shares;
(xi) The
cost
of fidelity, Directors and officers and errors and omissions
insurance;
(xii) Allocable
communications expenses with respect to investor services and all expenses
of
shareholders’ and Directors meetings and of preparing, printing and mailing
prospectuses, proxies and other reports to shareholders in the amount necessary
for distribution to the shareholders;
(xiii) The
fees
and expenses involved in registering and maintaining registrations of the
Company and of its Shares with the SEC, registering the Company with a broker
or
dealer and qualifying its Shares under state securities laws, including the
preparation and printing of the Company’s registration statements and
prospectuses for filing under federal and state securities laws for such
purposes; and
(xiv) The
Company hereby agrees to reimburse the Manager for the organization expenses
of,
and the expenses incurred in connection with, the initial offering of any new
share classes of a Fund or the initial offering of a new series of the
Company.
ARTICLE
V. COMPENSATION
A. Compensation. For
the services provided and the facilities furnished pursuant to this Agreement,
the Company will pay to the Manager as full compensation therefor a fee at
the
annual rate for each Fund as set forth on Schedule A. This fee will
be computed daily and will be paid to the Manager monthly. This fee
will be chargeable only to the applicable Fund, and no other series of the
Company shall be liable for the fee due and payable hereunder. The
Funds shall not be liable for any expense of any other series of the
Company.
The
Manager may from time to time agree not to impose all or a portion of its fee
otherwise payable under this Agreement and/or undertake to pay or reimburse
a
Fund for all or a portion of its expenses not otherwise required to be paid
by
or reimbursed by the Manager. Unless otherwise agreed, any fee
reduction or undertaking may be discontinued or modified by the Manager at
any
time. For the month and year in which this Agreement becomes
effective or terminates, there will be an appropriate pro ration of any fee
based on the number of days that the Agreement is in effect during such month
and year, respectively.
ARTICLE
VI. ADDITIONAL OBLIGATIONS OF THE FUNDS/COMPANY
A. Documents. The
Company has delivered to the Manager copies of each of the following documents
and will deliver to it all future amendments and supplements, if
any:
1. Articles
of Incorporation of the Company, as amended from time to time, as filed with
the
Department of Assessments and Taxation of the State of Maryland (such Articles
of Incorporation, as in effect on the date hereof and as amended from time
to
time, are herein called the “Articles of Incorporation”);
2. By-Laws
of the Company, as amended from time to time (such By-Laws, as in effect on
the
date hereof and as amended from time to time, are herein called the
“By-Laws”);
3. Certified
Resolutions of the Directors of the Company authorizing the appointment of
the
Manager and approving the form of this Agreement;
4. Registration
Statement under the 1940 Act and the Securities Act of 1933, as amended, on
Form
N-1A (the “Registration Statement”), as filed with the SEC, relating to the
Funds and the Funds’ Shares and all amendments thereto;
5. Notification
of Registration of the Company under the 1940 Act on Form N-8A as filed with
the
SEC and all amendments thereto; and
6. The
form
of Prospectus and Statement of Additional Information of the Company pursuant
to
which the Funds’ Shares are offered for sale to the public (such Prospectus and
Statement of Additional Information, as currently in effect and as amended
or
supplemented from time to time, being herein called collectively the
“Prospectus”).
B. Company
Materials. During the term of this Agreement, the Company agrees to
furnish the Manager at its principal office all prospectuses, proxy statements,
reports to shareholders, sales literature or other material prepared for
distribution to shareholders of the Funds or to the public, which refer to
the
Manager in any way, prior to use thereof and, not to use such material if the
Manager reasonably objects in writing within five (5) business days (or such
other time as may be mutually agreed) after receipt thereof. In the
event of termination of this Agreement, the Company will continue to furnish
to
the Manager copies of any of the above-mentioned materials that refer in any
way
to the Manager. The Company shall furnish or otherwise make available
to the Manager such other information relating to the business affairs of the
Funds as the Manager at any time, or from time to time, reasonably requests
in
order to discharge its obligations hereunder.
ARTICLE
VII. LIMITATION OF LIABILITY OF MANAGER
A. Limitation
of Liability of Manager.
1. As
an
inducement to the Manager undertaking to provide services to the Company and
each Fund pursuant to this Agreement, the Company and each Fund agrees that
the
Manager will not be liable under this Agreement for any error of judgment or
mistake of law or for any loss suffered by the Company or a Fund in connection
with the matters to which this Agreement relates, provided that nothing in
this
Agreement will be deemed to protect or purport to protect the Manager against
any liability to the Company, a Fund or its shareholders to which the Manager
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement.
2. The
rights of exculpation provided under this section are not to be construed so
as
to provide for exculpation of any person described in this section for any
liability (including liability under U.S. federal securities laws that, under
certain circumstances, impose liability even on persons that act in good faith)
to the extent (but only to the extent) that exculpation would be in violation
of
applicable law, but will be construed so as to effectuate the applicable
provisions of this section to the maximum extent permitted by applicable
law.
ARTICLE
IX. MISCELLANEOUS
A. Manager
Personnel. The Manager shall authorize and permit any of its
directors, officers and employees who may be elected or appointed as Directors
or officers of the Company to serve in the capacities in which they are elected
or appointed. Services to be furnished by the Manager under this
Agreement may be furnished through the medium of any of such directors, officers
or employees. The Manager shall make its directors, officers and
employees available to attend Company Board meetings as may be reasonably
requested by the Board from time to time. The Manager shall prepare
and provide such reports on the Funds and their operations as may be reasonably
requested by the Board from time to time. The Manager shall implement
Board-approved proxy voting policies and procedures, and shall respond to
corporate actions taken by issuers of the Funds’ portfolio holdings consistent
with its fiduciary duty to the Funds.
B. Duration
and Termination. This Agreement shall continue in effect with respect
to the Funds for a period of more than two (2) years from the date hereof
following shareholder approval, as necessary, and thereafter only so long as
such continuance is specifically approved at least annually with respect to
the
Funds in conformity with the requirements of the 1940 Act and the rules
thereunder and any applicable SEC or SEC staff guidance or
interpretation. This Agreement shall continue in effect with respect
to the Funds for a period of more than one (1) year from the date hereof in
circumstances when shareholder approval is not required, and thereafter only
so
long as such continuance is specifically approved at least annually with respect
to the Funds in conformity with the requirements of the 1940 Act and the rules
thereunder and any applicable SEC or SEC staff guidance or
interpretation. However, this Agreement may be terminated with
respect to the Funds at any time, without the payment of any penalty, by the
Directors of the Company or by vote of a majority of the outstanding voting
securities (as defined in the ▇▇▇▇ ▇▇▇) of the Funds, or by the Manager at
any
time, without the payment of any penalty, on not more than sixty (60) days’ nor
less than thirty (30) days’ written notice to the other party. This
Agreement shall terminate automatically in the event of its assignment (as
defined in the 1940 Act).
C. Additional
Series. In the event the Company establishes one or more Funds after
the effective date of this Agreement, such Funds will become Funds under this
Agreement upon approval of this Agreement by the Board with respect to the
Funds
and the execution of an amended Schedule A reflecting the Funds.
D. Independent
Contractor. Except as otherwise provided herein or authorized by the
Board from time to time, the Manager shall for all purposes herein be deemed
to
be an independent contractor and shall have no authority to act for or represent
the Funds or the Company in any way or otherwise be deemed an agent of the
Funds
or the Company.
E. Amendment. This
Agreement may be amended in writing by mutual consent, but the consent of the
Funds, if required, must be obtained in conformity with the requirements of
the
1940 Act and the rules thereunder.
F. Notice. Any
notice or other communication required to be given pursuant to this Agreement
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid, (1) to the Manager at NYLIM Center, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Secretary; or (2) to the Company at ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: President.
G. Governing
Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
H. Use
of
Name. The Funds may use any name including the words MainStay, ICAP
or any derivative thereof for so long as this Agreement or any other agreement
between the Manager or any other affiliate of New York Life Insurance Company
and the Company or any extension, renewal or amendment thereof remains in
effect, including any similar agreement with any organization which shall have
succeeded to the Manager’s business as investment adviser and/or
administrator. At such time as such an agreement shall no longer be
in effect, each Fund will (to the extent that it lawfully can) cease to use
such
name or any other name indicating that it is advised by or otherwise connected
with the Manager or any organization that shall have so succeeded to its
respective business.
I. Captions
and Headings. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
J. Severability. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not
be affected thereby.
K. Interpretation
of Law. As used in this Agreement, terms shall have the same meaning
as such terms have in the 1940 Act. Where the effect of a requirement
of the federal securities laws reflected in any provision of this Agreement
is
made less restrictive by a rule, regulation or order of the SEC, whether of
special or general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.
*
* *
IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their officers designated below as of the 1st
day of
August, 2008. This Agreement may be signed in counterparts.
NEW
YORK
LIFE INVESTMENT MANAGEMENT LLC
Attest:
/s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇.
▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇
▇. ▇▇▇▇▇
Name:
▇▇▇▇▇▇▇▇▇▇ ▇. ▇.
▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:
Managing Director
and
Title:
Executive Vice President
Associate
General Counsel
ICAP
FUNDS, INC.
Attest:
/s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇.
▇▇▇▇▇▇▇▇
By: /s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇▇▇▇ ▇. ▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
Secretary
Title: President
SCHEDULE
A
(As
of
August 1, 2008)
For
all
services rendered by the Manager hereunder, each Fund of the Company shall
pay
the Manager and the Manager agrees to accept as full compensation for all
services rendered hereunder, at annual fee equal to the following:
|
FUND
|
ANNUAL
RATE
|
|
Effective
through August 1, 2009:
|
|
|
ICAP
Equity Fund
|
0.80%
|
|
ICAP
International Fund
|
0.80%
|
|
ICAP
Select Equity Fund
|
0.80%
|
|
Effective
through April 30, 2010:
|
|
|
ICAP
Global Fund
|
0.80%
|