0000892712-03-000212 Sample Contracts

FIFTH AMENDMENT TO EXPENSE CAP/REIMBURSEMENT AGREEMENT
Reimbursement Agreement • April 18th, 2003 • Icap Funds Inc

This Fifth 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, 2003.

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RULE 17f-5 DELEGATION AGREEMENT
Rule 17f-5 Delegation Agreement • April 18th, 2003 • 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 with an office in New York, New York, as the Approved Foreign Custody Manager under the terms of the Custody Agreement between the Funds and the Custodian (the Delegate) to perform certain functions with respect to the custody of the Funds’ Assets (as defined in Section 13 of this Delegation Agreement) outside the United States o

APPENDIX A CUSTODY AGREEMENT
Custody Agreement • April 18th, 2003 • Icap Funds Inc
TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • April 18th, 2003 • Icap Funds Inc • Wisconsin

THIS AGREEMENT made as of the 20th day of November, 2002 by and between ICAP FUNDS, INC., a Maryland corporation having its principal place of business at 225 West Wacker Drive, Suite 2400, Chicago, Illinois, 60606 (the “Corporation”), and UMB Fund Services, Inc., a Wisconsin corporation, having its principal place of business at 803 West Michigan Street, Suite A, Milwaukee, Wisconsin, 53233 (“UMBFS”):

ADDENDUM TO TRANSFER AGENT AGREEMENT
Transfer Agent Agreement • April 18th, 2003 • Icap Funds Inc

THIS ADDENDUM, dated as of July 24, 2002, modifies the Transfer Agent Agreement by and between UMB Fund Services, Inc. (“UMBFS”) (formerly Sunstone Financial Group, Inc.) and ICAP Funds, Inc. (“ICAP”), such Agreement being hereinafter referred to as the “Agreement.”

ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
Administration and Fund Accounting Agreement • April 18th, 2003 • Icap Funds Inc • Wisconsin

THIS AGREEMENT is made as of this 20th day of November, 2002, by and between ICAP Funds, Inc., a Maryland corporation (the “Corporation”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).

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