Cohen & Steers Closed-End Opportunity Fund, Inc. 280 Park Avenue New York, New York 10017

Exhibit 99.(p)

Xxxxx & Steers Closed-End Opportunity Fund, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

October 16, 2006

Xxxxx & Steers Capital Management, Inc.

000 Xxxx Xxxxxx

New York, New York 10017

Dear Sirs:

Xxxxx & Steers Closed-End Opportunity Fund, Inc. (the “Fund”) hereby accepts your offer to purchase 5,250 shares at a price of $19.40 per share for an aggregate purchase price of $101,850.  This agreement is subject to the understanding that you have no present intention of selling or redeeming the shares so acquired.

Sincerely,

Xxxxx & Steers Closed-End

Opportunity Fund, Inc.

By:

Accepted:

Xxxxx & Steers Capital Management, Inc.

By: