0001193125-13-122491 Sample Contracts

STRUCTURING FEE AGREEMENT March [—], 2013
Structuring Fee Agreement • March 22nd, 2013 • Cohen & Steers MLP Income & Energy Opportunity Fund • New York

Reference is made to the Underwriting Agreement dated March [—], 2013 (the “Underwriting Agreement”), by and among Cohen & Steers MLP Income and Energy Opportunity Fund, Inc. (the “Fund”), Cohen & Steers Capital Management, Inc. (the “Investment Manager”) and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • March 22nd, 2013 • Cohen & Steers MLP Income & Energy Opportunity Fund • New York

SALES INCENTIVE FEE AGREEMENT (the “Agreement”), dated as of March [—], 2013, between Deutsche Bank Securities Inc. (“Deutsche Bank”) and Cohen & Steers Capital Management, Inc. (the “Investment Adviser”).

SALES INCENTIVE FEE AGREEMENT
Sales Incentive Fee Agreement • March 22nd, 2013 • Cohen & Steers MLP Income & Energy Opportunity Fund • New York

SALES INCENTIVE FEE AGREEMENT (the “Agreement”), dated as of March [—], 2013, between Sterne, Agee & Leach, Inc. (“Sterne”) and Cohen & Steers Capital Management, Inc. (the “Investment Adviser”).

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