S&P 500 Covered Call Fund Inc. Sample Contracts

FORM OF STOCK TRANSFER AGENCY AGREEMENT between S&P 500® COVERED CALL FUND INC. and THE BANK OF NEW YORK Dated as of March , 2005
Stock Transfer Agency Agreement • March 25th, 2005 • S&P 500 Covered Call Fund Inc. • New York

AGREEMENT, made as March , 2005, by and between S&P 500® COVERED CALL 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 INVESTMENT SUBADVISORY AGREEMENT ENTERED INTO BETWEEN IQ INVESTMENT ADVISORS LLC AND PEA CAPITAL LLC
Investment Subadvisory Agreement • March 25th, 2005 • S&P 500 Covered Call Fund Inc. • New York

This Investment Subadvisory Agreement (the “Agreement”) is entered into as of March 24, 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 PEA Capital LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Subadviser”).

Graphic] Original Listing Application Form of Listing Agreement
S&P 500 Covered Call Fund Inc. • March 25th, 2005

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

FORM OF INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT ENTERED INTO BETWEEN IQ INVESTMENT ADVISORS LLC AND S&P 500® COVERED CALL FUND INC.
Management Agreement • March 25th, 2005 • S&P 500 Covered Call Fund Inc. • New York

This Investment Advisory Agreement (the “Agreement”) is entered into as of March , 2005, by and between the S&P 500® COVERED CALL 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”).

FORM OF NOVATION OF INVESTMENT SUBADVISORY AGREEMENT
Novation Agreement • March 1st, 2007 • S&P 500 Covered Call Fund Inc.

This Novation Agreement (this “Agreement”) is entered into this __ day of _________, 2006 by and among IQ Investment Advisors LLC, a Delaware limited liability company (the “Adviser”), PEA Capital LLC (formerly, PIMCO Equity Advisors LLC), a Delaware limited liability company (“PEA”), and Oppenheimer Capital LLC, a Delaware limited liability company (“OCC”).

AGREEMENT BETWEEN STATE STREET BANK AND TRUST COMPANY AND EACH OF THE INVESTMENT COMPANIES LISTED ON SCHEDULE A ATTACHED HERETO
Custodian Agreement • March 25th, 2005 • S&P 500 Covered Call 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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