0001193125-05-084031 Sample Contracts

STOCK TRANSFER AGENCY AGREEMENT between DOW 30SM PREMIUM & DIVIDEND INCOME FUND INC. and THE BANK OF NEW YORK Dated as of April 14, 2005
Stock Transfer Agency Agreement • April 25th, 2005 • Dow 30 Premium & Dividend Income Fund Inc. • New York

AGREEMENT, made as of April 14, 2005 by and between Dow 30SM Premium & Dividend Income Fund Inc., a corporation organized and existing under the laws of the State of Maryland (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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FORM OF AGREEMENT BETWEEN STATE STREET BANK AND TRUST COMPANY AND EACH OF THE INVESTMENT COMPANIES LISTED ON SCHEDULE A ATTACHED HERETO
Custodian Agreement • April 25th, 2005 • Dow 30 Premium & Dividend Income 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”).

INVESTMENT SUBADVISORY AGREEMENT ENTERED INTO BETWEEN IQ INVESTMENT ADVISORS LLC AND NUVEEN ASSET MANAGEMENT
Investment Subadvisory Agreement • April 25th, 2005 • Dow 30 Premium & Dividend Income Fund Inc. • New York

This Investment Subadvisory Agreement (the “Agreement”) is entered into as of , 2005 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 Nuveen Asset Management, a corporation duly organized and existing under the laws of the State of Delaware (the “Subadviser”).

Contract
Dow 30 Premium & Dividend Income Fund Inc. • April 25th, 2005

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.

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT ENTERED INTO BETWEEN IQ INVESTMENT ADVISORS LLC AND DOW 30SM PREMIUM & DIVIDEND INCOME FUND INC.
Investment Advisory and Management Agreement • April 25th, 2005 • Dow 30 Premium & Dividend Income Fund Inc. • New York

This Investment Advisory Agreement (the “Agreement”) is entered into as of , 2005 by and between the DOW 30SM PREMIUM & DIVIDEND INCOME 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”).

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