PAYMENT AGREEMENT

Exhibit 10.1

AGREEMENT

AGREEMENT (the “Agreement”), dated as of April 10, 2006, between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Cohen & Steers Capital Management, Inc. (“Cohen & Steers”).

WHEREAS, Cohen & Steers Quality Income Realty Fund, Inc. (“RQI”) is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and its common shares are registered under the Securities Act of 1933, as amended (the “1933 Act”);

WHEREAS, Cohen & Steers Premium Income Realty Fund, Inc. (“RPF”) is a non-diversified, closed-end management investment company registered under the 1940 Act, and its common shares are registered under the 1933 Act;

WHEREAS, Cohen & Steers REIT and Preferred Income Fund, Inc. (“RNP”) is a non-diversified, closed-end management investment company registered under the 1940 Act, and its common shares are registered under the 1933 Act;

WHEREAS, Cohen & Steers REIT and Utility Income Fund, Inc. (“RTU”) is a non-diversified, closed-end management investment company registered under the 1940 Act, and its common shares are registered under the 1933 Act;

WHEREAS, Cohen & Steers Select Utility Fund, Inc. (“UTF”) is a non-diversified, closed-end management investment company registered under the 1940 Act, and its common shares are registered under the 1933 Act;

WHEREAS, Cohen & Steers Dividend Majors Fund, Inc. (“DVM”) is a non-diversified, closed-end management investment company registered under the 1940 Act, and its common shares are registered under the 1933 Act;

WHEREAS, Cohen & Steers Worldwide Realty Income Fund, Inc. (“RWF”) is a non-diversified, closed-end management investment company registered under the 1940 Act, and its common shares are registered under the 1933 Act (RQI, RPF, RNP, RTU, UTF, DVM and RWF being referred to collectively as the “Funds”);

WHEREAS, Cohen & Steers is the investment manager and the administrator of the Funds;

WHEREAS, Merrill Lynch acted as an underwriter in an offering of the common shares for each of the Funds (the “Offerings”);

WHEREAS, pursuant to an Additional Commission Agreement or Additional Compensation Agreement with respect to each of the Funds entered into by Cohen & Steers and Merrill Lynch on the respective dates set forth on Schedule A hereto (the “Additional Compensation Agreements”), Cohen & Steers agreed to pay Merrill Lynch additional underwriting compensation in connection with the Offerings (“Additional Compensation”) and Merrill Lynch agreed in connection therewith to provide, upon request, among other things, certain after-market support and informational services to Cohen & Steers during the respective terms of the Additional Compensation Agreements (the “Services”), which Merrill Lynch has provided or has been willing to provide through the date hereof;

WHEREAS, pursuant to interpretations of the Rules of the National Association of Securities Dealers, Inc. in effect at the time of the Offerings, each Additional Compensation Agreement limits the amount of Additional Compensation that may be paid to Merrill Lynch under the respective Additional Compensation Agreement (“Additional Compensation Limit”);

WHEREAS, Cohen & Steers and Merrill Lynch desire to terminate the Additional Compensation Agreements in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual terms and conditions set forth below, the parties hereto agree as follows: