AGREEMENT TO REIMBURSE OTHER EXPENSES OF
XXXXX & STEERS CLOSED-END OPPORTUNITY FUND, INC.
XXXXX & STEERS CLOSED-END OPPORTUNITY FUND, INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
June 29, 2012
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Xxxxx & Steers Closed-End Opportunity Fund, Inc. ("We", "Us" or the "Company")
herewith confirms its agreement (the "Reimbursement Agreement") pursuant to
which Xxxxx & Steers Capital Management, Inc. ("You") will reimburse certain
expenses of the Company as follows:
1. Reference is made to the Management Agreement ("Management Agreement")
between the Company and You. Pursuant to Section 5 of the Management
Agreement, You are responsible for and have assumed the obligation for payment
of all of the Company's other fees and expenses except for the following other
expenses ("Other Expenses"):
(a) fees of directors who are not affiliated persons of You;
(b) fees and expenses of any legal counsel or other consultants retained by
the directors who are not affiliated persons of You;
(c) interest charges (including charges related to the Company's line of
credit), taxes,
brokerage fees and commissions;
(d) trade organization membership dues;
(e) federal and state registration fees; and
(f) upon the approval of the Board of Directors, extraordinary expenses.
2. You will waive the fee payable to you under Section 7 of the Management
Agreement or reimburse the Company so that its total annual operating
expenses, exclusive of brokerage fees and commissions, taxes and, upon the
approval of the Board of Directors, extraordinary expenses, do not exceed
0.95% the Fund's average daily net assets.
3. Other Expenses shall be based on estimated amounts for the current fiscal
year of the Company.
4. For as long as You serve as the Company's Manager, this Reimbursement
Agreement shall remain in effect for as long as the Company is in existence.
5. This Agreement shall be construed in accordance with the laws of the State
of New York, provided, however, that nothing herein shall be construed as
being inconsistent with the Investment Company Act of 1940, as amended.
If the foregoing is in accordance with your understanding, will You kindly so
indicate by signing and returning to Us the enclosed copy hereof.
Very truly yours,
XXXXX & STEERS CLOSED-END OPPORTUNITY FUND, INC.
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Secretary
Agreed to and Accepted as of the date
first set forth above
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Chief Operating Officer
