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 t
