0001059213-11-000095 Sample Contracts

Subscription Agent Agreement
Subscription Agent Agreement • November 10th, 2011 • Dividend & Income Fund, Inc. • New York

This Subscription Agent Agreement (the "Agreement") is made as of October 27, 2011 between Dividend and Income Fund, Inc. (the "Fund") and Illinois Stock Transfer Company as subscription agent (the "Agent"). All terms not defined herein, capitalized or otherwise, shall have the meaning given in the prospectus (the "Prospectus") and Statement of Additional Information included in the Registration Statement on Form N-2 (File No. 811-8747) filed by the Fund with the Securities and Exchange Commission on July 15, 2011, as amended by any amendment filed with respect thereto (the "Registration Statement").

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Contract
Information Agent Agreement • November 10th, 2011 • Dividend & Income Fund, Inc. • New York

This will serve as the agreement between AST-Altman Group, LLC (“The Altman Group”), with offices at 60 E. 42nd Street, Suite 916, New York, NY 10165 and Dividend and Income Fund, Inc. (the “Fund”), with offices at 11 Hanover Square, New York, NY 10005, pursuant to which The Altman Group will serve the Fund as Information Agent for the upcoming Rights Offering (the “Offer”).

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