0001059213-13-000005 Sample Contracts

AMENDED AND RESTATED SPECIAL CUSTODY and PLEDGE AGREEMENT
Special Custody and Pledge Agreement • March 1st, 2013 • Dividend & Income Fund • New York

AGREEMENT (hereinafter "Agreement"), dated as of December 10, 2012, among State Street Bank and Trust Company, a Massachusetts trust company, in its capacity as custodian hereunder ("Custodian"), Dividend and Income Fund, Inc. (the "Fund"), and BNP Paribas Prime Brokerage, Inc. (the "Counterparty").

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 1st, 2013 • Dividend & Income Fund • Delaware

AGREEMENT made as of September 19, 2012, by and between Dividend and Income Fund, a Delaware statutory trust (the “Fund”), and Bexil Advisers LLC, a Maryland limited liability corporation (the “Investment Manager”).

AMENDMENT AGREEMENT
u.s. Pb Agreement • March 1st, 2013 • Dividend & Income Fund • New York

AMENDMENT AGREEMENT (“Amendment”) dated as of December 10, 2012 to the U.S. PB Agreement dated March 29, 2012 between BNP Paribas Prime Brokerage, Inc. (“BNPP PB, Inc.”) and Dividend and Income Fund, Inc. (“Customer”), (the “Agreement”).

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