0001193125-04-178053 Sample Contracts

STOCK TRANSFER AGENCY AGREEMENT
Stock Transfer Agency Agreement • October 26th, 2004 • S&P 500 GEARED Fund Inc. • New York

AGREEMENT, made as of , by and between , a corporation organized and existing under the laws of the State of (hereinafter referred to as the “Customer”), and THE BANK OF NEW YORK, a New York trust company (hereinafter referred to as the “Bank”).

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INVESTMENT SUBADVISORY AGREEMENT ENTERED INTO BETWEEN IQ INVESTMENT ADVISORS LLC AND MERRILL LYNCH INVESTMENT MANAGERS, L.P.
Investment Subadvisory Agreement • October 26th, 2004 • S&P 500 GEARED Fund Inc. • New York

This Investment Subadvisory Agreement (the “Agreement”) is entered into as of October 27, 2004 by and between IQ Investment Advisors LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Adviser”), and Merrill Lynch Investment Managers, L.P., a limited partnership duly organized and existing under the laws of the State of Delaware (the “Subadviser”).

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT ENTERED INTO BETWEEN IQ INVESTMENT ADVISORS LLC AND S&P 500® GEAREDSM FUND INC.
Investment Advisory and Management Agreement • October 26th, 2004 • S&P 500 GEARED Fund Inc. • New York

This Investment Advisory Agreement (the “Agreement”) is entered into as of October 27, 2004 by and between the S&P 500® GEAREDSM FUND INC. (the “Fund”), a corporation duly organized and existing under the laws of the State of Maryland, and IQ INVESTMENT ADVISORS LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Adviser”).

Original Listing Application Listing Agreement
Listing Agreement • October 26th, 2004 • S&P 500 GEARED Fund Inc.

Nothing in the following Agreement shall be so construed as to require the Corporation to do any acts in contravention of law or in violation of any rule or regulation of any public authority exercising jurisdiction over the Corporation.

AGREEMENT BETWEEN STATE STREET BANK AND TRUST COMPANY AND EACH OF THE INVESTMENT COMPANIES LISTED ON SCHEDULE A ATTACHED HERETO
Custodian Agreement • October 26th, 2004 • S&P 500 GEARED Fund Inc.

AGREEMENT made this 21st day of September, 2001 between each of the investment companies listed on Schedule A hereto, as the same may be amended from time to time and State Street Bank and Trust Company (the “Custodian”).

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