0001059213-11-000025 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 15th, 2011 • Dividend & Income Fund, Inc. • Maryland

AGREEMENT made as of March 8, 2011, by and between Dividend and Income Fund, Inc., (formerly Chartwell Dividend and Income Fund, Inc.) a Maryland corporation (the “Fund”) and Bexil Advisers LLC, a Maryland limited liability corporation (the “Invest­ment Manager”).

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CUSTODIAN AGREEMENT
Custodian Agreement • July 15th, 2011 • Dividend & Income Fund, Inc. • Massachusetts

This Agreement is made effective the 8th day of April, 2002, by and between EACH REGISTERED INVESTMENT COMPANY LISTED ON EXHIBIT A HERETO (each a "Fund"), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company ("State Street").

Exhibit (k)(iii)(a) - Committed Secured Leveraging Facility Agreement
Committed Secured Leveraging Facility Agreement • July 15th, 2011 • Dividend & Income Fund, Inc. • Massachusetts
Fee Waiver Letter BEXIL ADVISERS LLC
Fee Waiver Letter • July 15th, 2011 • Dividend & Income Fund, Inc.

Chartwell Dividend and Income Fund, Inc. (the “Fund”) has entered into an InvestmentManagement Agreement with Bexil Advisers LLC (the “Investment Manager”) with the same effective date as this letter agreement whereby the Investment Manager furnishes certain investment advisory and portfolio management services to the Fund.

Exhibit (k)(iii)(c) - Eigth Amendment to Committed Secured Leveraging Facility Agreement April 1, 2011
Committed Secured Leveraging Facility Agreement • July 15th, 2011 • Dividend & Income Fund, Inc.
Exhibit - (k)(iii)(b) - Sixth Amendment to Committed Secured Leveraging Facility Agreement
Committed Secured Leveraging Facility Agreement • July 15th, 2011 • Dividend & Income Fund, Inc.
SERVICES AGREEMENT Fund Accounting Services between DIVIDEND AND INCOME FUND, INC. and HUNTINGTON ASSETS SERVICES, INC. as of February 22, 2011
Fund Accounting Agreement • July 15th, 2011 • Dividend & Income Fund, Inc. • Indiana

AGREEMENT (this “Agreement”), dated as of February 22, 2011, between Dividend and Income Fund, a Maryland Corporation (the “Fund”), and Huntington Asset Services, Inc., a Delaware corporation (“HASI”).

AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • July 15th, 2011 • Dividend & Income Fund, Inc.

THIS AMENDMENT TO CUSTODIAN AGREEMENT (the “Amendment”) is made and entered into as of April 1, 2011 by and among EACH REGISTERED INVESTMENT COMPANY LISTED ON EXHIBIT A (each a “Client”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (“State Street”).

MUTUAL FUND SECURITY AGREEMENT
Security Agreement • July 15th, 2011 • Dividend & Income Fund, Inc. • Massachusetts

This Agreement (the "Agreement") is made this 1st day of April, 2011 by and between DIVIDEND AND INCOME FUND, INC., a Maryland corporation with its principal office at 11 Hanover Square, New York, NY 10005, (the “Borrower”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, with an office at 100 Huntington Avenue, Tower 1, Floor 4, Boston, Massachusetts 02116 (hereinafter referred to as the "Bank").

AGREEMENT FOR ILLINOIS STOCK TRANSFER COMPANY SERVICES
Transfer Agent Agreement • July 15th, 2011 • Dividend & Income Fund, Inc.
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