0001193125-11-175588 Sample Contracts

COHEN & STEERS DIVIDEND VALUE FUND, INC. New York, New York 10017
Cohen & Steers Dividend Value Fund, Inc. • June 28th, 2011

Cohen & Steers Dividend Value Fund, Inc. (“We”, “Us” or the “Company”) herewith confirms its agreement (the “Agreement”) pursuant to which Cohen & Steers Capital Management, Inc. (“You”) will waive certain of its fees and/or reimburse the Company for expenses incurred as follows:

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