0001193125-14-358705 Sample Contracts

SUBADVISORY AGREEMENT COHEN & STEERS CAPITAL MANAGEMENT, INC. New York, New York 10017
Subadvisory Agreement • September 30th, 2014 • Cohen & Steers MLP & Energy Opportunity Fund, Inc. • New York
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COHEN & STEERS MLP & ENERGY OPPORTUNITY FUND, INC. New York, New York 10017
Fee Waiver Agreement • September 30th, 2014 • Cohen & Steers MLP & Energy Opportunity Fund, Inc.

Cohen & Steers MLP & Energy Opportunity 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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