0001193125-05-129489 Sample Contracts

STOCK TRANSFER AGENCY AGREEMENT between SMALL CAP PREMIUM & DIVIDEND INCOME FUND INC. and THE BANK OF NEW YORK Dated as of , 2005

Stock Transfer Agency Agreement • June 23rd, 2005 • Small Cap Premium & Dividend Income Fund, Inc. • New York

• Contract Type
  Stock Transfer Agency Agreement
• Filed
  June 23rd, 2005
• Company
  Small Cap Premium & Dividend Income Fund, Inc.
• Jurisdiction
  New York

AGREEMENT, made as of , 2005 by and between Small Cap 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”).

Contract

Listing Agreement • June 23rd, 2005 • Small Cap Premium & Dividend Income Fund, Inc.

• Contract Type
  Listing Agreement
• Filed
  June 23rd, 2005
• Company
  Small Cap Premium & Dividend Income 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.

SUBADVISORY AGREEMENT ENTERED INTO BETWEEN IQ INVESTMENT ADVISORS LLC AND MERRILL LYNCH INVESTMENT MANAGERS, L.P.

Subadvisory Agreement • June 23rd, 2005 • Small Cap Premium & Dividend Income Fund, Inc. • New York

• Contract Type
  Subadvisory Agreement
• Filed
  June 23rd, 2005
• Company
  Small Cap Premium & Dividend Income Fund, Inc.
• Jurisdiction
  New York

This 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 Merrill Lynch Investment Managers, L.P., a limited partnership duly organized and existing under the laws of the State of Delaware (the “Subadviser”).

MANAGEMENT AGREEMENT ENTERED INTO BETWEEN IQ INVESTMENT ADVISORS LLC AND SMALL CAP PREMIUM & DIVIDEND INCOME FUND INC.

Management Agreement • June 23rd, 2005 • Small Cap Premium & Dividend Income Fund, Inc. • New York

• Contract Type
  Management Agreement
• Filed
  June 23rd, 2005
• Company
  Small Cap Premium & Dividend Income Fund, Inc.
• Jurisdiction
  New York

This Management Agreement (the “Agreement”) is entered into as of , 2005 by and between the SMALL CAP 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”).