AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT Between

AMENDMENT TO

INVESTMENT MANAGEMENT AGREEMENT

Between

X. XXXX PRICE CAPITAL APPRECIATION & INCOME FUND, INC.

and

X. XXXX PRICE ASSOCIATES, INC.

This is an Amendment to the Investment Management Agreement (the “Agreement”), made as of the 25th day of July, 2017, by and between X. XXXX PRICE CAPITAL APPRECIATION & INCOME FUND, INC., a Maryland corporation (the “Fund”), and X. XXXX PRICE ASSOCIATES, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the “Manager”).

W I T N E S S E T H:

WHEREAS, the Fund is engaged in business as an open-end management investment company and is registered as such under the federal Investment Company Act of 1940, as amended (the “Act”); and

WHEREAS, the Manager is engaged principally in the business of rendering investment supervisory services and is registered as an investment adviser under the federal Investment Advisers Act of 1940, as amended; and

WHEREAS, the Fund and the Manager first entered into the Agreement on October 24, 2016; and

WHEREAS, the Manager and the Fund desire to continue the Agreement on the same terms and conditions other than as described immediately above and below;

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the parties hereto agree as follows:

1. Paragraph 3(B) of the Agreement is amended to read as follows:

3. Fund Fee. The monthly fund fee (“Monthly Fund Fee”) shall be the sum of the daily Fund Fee accruals (“Daily Fund Fee Accruals”) for each month. The Daily Fund Fee Accrual for any particular day will be computed by multiplying the fraction of one (1) over the number of calendar days in the year by the Fund Fee Rate of 0.25% and multiplying this product by the net assets of the Fund for that day, as determined in accordance with the Fund’s prospectus as of the close of business on the previous business day on which the Fund was open for business.

2. All other terms and conditions of the Agreement remain in full force and effect until April 30, 2018, unless terminated on an earlier date pursuant to the provisions of Paragraph 12 of the Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective officers thereunto duly authorized and their respective seals to be hereunto affixed, as of the day and year first above written.

Attest:	X. XXXX PRICE CAPITAL APPRECIATION & INCOME FUND, INC.
/s/Xxxxxxx X. Xxxxxx ______________________________ Xxxxxxx X. Xxxxxx, Secretary	By: /s/Xxxxx Xxxxxxxxxxx ______________________________ Xxxxx Xxxxxxxxxxx, Vice President

Attest:	X. XXXX PRICE ASSOCIATES, INC.
/s/Xxxx X. Xxxxxxx ______________________________ Xxxx X. Xxxxxxx, Assistant Secretary	By: /s/Xxxxxxx X. Xxxxxx ______________________________ Xxxxxxx X. Xxxxxx, Vice President

Agreements\Investment Management Agreements\NIFAmended Investment Management Agreement.docx

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