MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • February 22nd, 2013 • Cohen & Steers MLP Income & Energy Opportunity Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of July 9, 2012, is by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to ha
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • February 22nd, 2013 • Cohen & Steers MLP Income & Energy Opportunity Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of , 2011, is by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC. [—] Common Shares (Par Value $0.001 per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2013 • Cohen & Steers MLP Income & Energy Opportunity Fund • New York
Cohen & Steers MLP Income and Energy Opportunity Fund, Inc., a Maryland Corporation (the “Fund”) and the Fund’s investment manager, Cohen & Steers Capital Management, Inc., a New York corporation (the “Investment Manager”), each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), [NAME OF OTHER REPRESENTATIVES] (“[ABBREVIATED NAME OF EACH OTHER REPRESENTATIVE]”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, [ABBREVIATED NAME OF EACH OTHER REPRESENTATIVE] are acting as representatives (in such capacity, the “Representative(s)”), with respect to (i) the sale by the Fund and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of common shares, par value $0.001 per share, of the Fund (“Common Shares”) set forth in Schedule A h
FUND ACCOUNTING SERVICING AGREEMENTFund Accounting Servicing Agreement • February 22nd, 2013 • Cohen & Steers MLP Income & Energy Opportunity Fund • Wisconsin
THIS AGREEMENT is made and entered into as of this day of February, 2013, by and between COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC., a Maryland corporation (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
CUSTODY AGREEMENTCustody Agreement • February 22nd, 2013 • Cohen & Steers MLP Income & Energy Opportunity Fund • Minnesota
THIS AGREEMENT is made and entered into as of the day of February, 2013, by and between COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC., a Maryland corporation, (the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).
INVESTMENT ADVISORY AGREEMENT COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC. New York, New York 10017Investment Advisory Agreement • February 22nd, 2013 • Cohen & Steers MLP Income & Energy Opportunity Fund • New York
Cohen & Steers MLP Income and Energy Opportunity Fund, Inc. (“We” or the “Company”) herewith confirms its agreement (the “Agreement”) with Cohen & Steers Capital Management, Inc. (“You”) as follows:
FUND ADMINISTRATION SERVICING AGREEMENTFund Administration Servicing Agreement • February 22nd, 2013 • Cohen & Steers MLP Income & Energy Opportunity Fund • Wisconsin
THIS AGREEMENT is made and entered into this day of February, 2013, by and between COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC., a Maryland corporation (the “Fund”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • February 22nd, 2013 • Cohen & Steers MLP Income & Energy Opportunity Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of March [—], 2013 by and among Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Cohen & Steers Capital Management, Inc. (the “Investment Manager”).
STOCK TRANSFER AGENCY AGREEMENTStock Transfer Agency Agreement • February 22nd, 2013 • Cohen & Steers MLP Income & Energy Opportunity Fund • New York
AGREEMENT, made as of [ ], 2013, by and between COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter referred to as the “Customer”), and COMPUTERSHARE SHAREOWNER SERVICES LLC, a New Jersey Limited Liability Company (hereinafter referred to as the “Agent”).
Cohen & Steers MLP Income and Energy Opportunity Fund, Inc.Stock Purchase Agreement • February 22nd, 2013 • Cohen & Steers MLP Income & Energy Opportunity Fund
Cohen & Steers MLP Income and Energy Opportunity Fund, Inc. (the “Fund”) hereby accepts your offer to purchase 5,250 shares of the Fund’s common stock, par value $.001 per share, at a price of $19.10 per share for an aggregate purchase price of $100,275. This agreement is subject to the understanding that you have no present intention of selling or redeeming the shares so acquired.
ADMINISTRATION AGREEMENT COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC. New York, New York 10017Administration Agreement • February 22nd, 2013 • Cohen & Steers MLP Income & Energy Opportunity Fund
Agreement, dated as of February 20, 2013 (the “Agreement”), between Cohen & Steers MLP Income and Energy Opportunity Fund, Inc., a non-diversified, closed-end management investment company (the “Company”), and Cohen & Steers Capital Management, Inc. (the “Administrator”).
