Denali Fund Inc. Sample Contracts

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FORM OF AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • August 23rd, 2007 • Neuberger Berman Real Estate Income Fund Inc • New York
A.G. EDWARDS & SONS, INC. MASTER AGREEMENT AMONG UNDERWRITERS -----------------------------------
Master Agreement • November 25th, 2002 • Neuberger Berman Real Estate Income Fund Inc • New York
RECITALS
Agreement • August 23rd, 2007 • Neuberger Berman Real Estate Income Fund Inc • Maryland
4,200,000 SHARES NEUBERGER BERMAN REAL ESTATE INCOME FUND INC. COMMON STOCK UNDERWRITING AGREEMENT ---------------------
Underwriting Agreement • January 29th, 2003 • Neuberger Berman Real Estate Income Fund Inc • New York
FORM OF AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • July 18th, 2007 • Neuberger Berman Real Estate Income Fund Inc • New York
THE BANK OF NEW YORK, as Auction Agent _______________________
Broker-Dealer Agreement • October 22nd, 2003 • Neuberger Berman Real Estate Income Fund Inc • New York
SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 24th, 2004 • Neuberger Berman Real Estate Income Fund Inc
FORM OF
Rights Agreement • March 23rd, 2007 • Neuberger Berman Real Estate Income Fund Inc • New York
FORM OF
Rights Agreement • July 18th, 2007 • Neuberger Berman Real Estate Income Fund Inc • New York
A.G. EDWARDS & SONS, INC. MASTER DEALERS AGREEMENT ------------------------
Dealers Agreement • November 25th, 2002 • Neuberger Berman Real Estate Income Fund Inc • New York
ARTICLE I DEFINITIONS -----------
Stock Transfer Agency Agreement • January 29th, 2003 • Neuberger Berman Real Estate Income Fund Inc • New York
FORM OF
Rights Agreement • August 8th, 2006 • Neuberger Berman Real Estate Income Fund Inc • New York
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ARTICLE I. TENDER OF SHARES OF COMMON STOCK AND OTHER COVENANTS OF THE STOCKHOLDER
Agreement • August 23rd, 2007 • Neuberger Berman Real Estate Income Fund Inc • Maryland
INTERIM INVESTMENT CO-ADVISORY AGREEMENT
Advisory Agreement • April 14th, 2008 • Denali Fund Inc. • Colorado

THIS INTERIM INVESTMENT CO-ADVISORY AGREEMENT (this "Agreement") is made as of the 26th day of October, 2007, by and among BOULDER INVESTMENT ADVISERS, L.L.C., a Colorado limited liability company (the "Adviser") and THE DENALI FUND, INC., a Maryland corporation (the "Fund").

RECITALS:
Rights Agreement • November 29th, 2005 • Neuberger Berman Real Estate Income Fund Inc • New York
AMENDMENT TO INVESTMENT ADVISORY AGREEMENTS
Investment Advisory Agreements • December 30th, 2013 • Denali Fund Inc.

This amendment to Investment Advisory Agreements (this “Amendment”) is entered into as of the 31st day of October, 2013, by and among The Denali Fund Inc., a Maryland corporation (the “Fund”), Boulder Investment Advisers, L.L.C. a Colorado limited liability company (“BIA”) and Stewart Investment Advisers, a Barbados international business company (“SIA” and, together with BIA, the “Advisers”).

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