0000892712-97-000026 Sample Contracts

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ICAP FUNDS, INC.
Stock Subscription Agreement • April 29th, 1997 • Icap Funds Inc

The undersigned purchaser (the "Purchaser") hereby subscribes to 5,000 shares (the "Shares") of common stock, $.01 par value (the "Common Stock"), of ICAP Funds, Inc. (the "Company") in consideration for which the Purchaser agrees to transfer to you upon demand One Hundred Thousand Dollars ($100,000) in cash. Of this $100,000, the Purchaser desires to invest $99,000 in the Discretionary Equity Portfolio and $1,000 in the Equity Portfolio. Accordingly, the Purchaser will receive 4,950 Shares of the Discretionary Equity Portfolio and 50 Shares of the Equity Portfolio.

ICAP FUNDS, INC. INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 1997 • Icap Funds Inc
Schedule A to the Administration and Fund Accounting Agreement by and between ICAP Funds, Inc. and Sunstone Financial Group, Inc.
Administration and Fund Accounting Agreement • April 29th, 1997 • Icap Funds Inc • Wisconsin

THIS AGREEMENT is made as of this 30th day of December, 1994, by and between ICAP Funds, Inc., a Maryland corporation (the "Corporation"), and Sunstone Financial Group, Inc., a Wisconsin corporation (the "Administrator"). WHEREAS, the Corporation is an open-end investment company registered under the Investment Company Act of 1940, as amended (the "Act"). The Corporation is authorized to create separate series, each with its own separate investment portfolio, and the beneficial interest in each such series will be represented by a separate series of shares; and WHEREAS, the Corporation and the Administrator desire to enter into an agreement pursuant to which the Administrator shall provide administration and fund accounting services to such investment portfolios of the Corporation as are listed on Schedule A hereto and any additional investment portfolios the Corporation and Administrator may agree upon and include on Schedule A as such Schedule may be amended from time to time (such i

ARTICLE I
Icap Funds Inc • April 29th, 1997 • Missouri
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