EX-10 11 ex10-23.txt EXHIBIT 10.23 Exhibit 10.23 AGREEMENT TO WAIVE INVESTMENT MANAGEMENT FEES COHEN & STEERS REIT AND UTILITY INCOME FUND, INC. 757 Third Avenue New York, New York 10017 January 27, 2004 COHEN & STEERS CAPITAL MANAGEMENT, INC. 757 Third Avenue New York, New York 10017 Dear Sirs: Cohen & Steers REIT and Utility Income Fund, Inc. ("We", "Us" or the "Company") herewith confirms its agreement (the "Fee Waiver Agreement") pursuant to which Cohen &. Steers Capital Management, Inc. ("You") will waive certain of its fees and for certain periods as follows: 1. Reference is made to the Investment Management Agreement, dated as of the same date as the Fee Waiver Agreement, between the Company and You (the "Investment Management Agreement"). 2. Pursuant to Paragraph 5 of the Investment Management Agreement, We have agreed to pay You a monthly fee at an annualized rate of .85 of 1% of the Company's average daily managed assets (i.e., the net asset value of our common shares plus the liquidation preference of our preferred shares and the principal amount of any borrowings used for leverage) (the "Investment Management Fee"). 3. Notwithstanding Paragraph 5 of the Investment Management Agreement, You agree to waive a portion of the Investment Management Fee for certain specified time periods according to the following schedule:
Through Period Investment Effective Ended Management Investment January 31 Fee Waiver Management Fee ---------- ---------- --------------- 2005 0.20 of 1% 0.65 of 1% 2006 0.20 of 1% 0.65 of 1% 2007 0.20 of 1% 0.65 of 1% 2008 0.20 of 1% 0.65 of 1% 2009 0.20 of 1% 0.65 of 1% 2010 0.15 of 1% 0.70 of 1% 2011 0.10 of 1% 0.75 of 1% 2012 0.05 of 1% 0.80 of 1% 2013 0% 0.85 of 1%
4. Unless specified otherwise in a duly executed, written agreement between You and the Company, beginning with the period January 31, 2013 and thereafter, You shall be entitled to the Investment Management Fee as specified in Paragraph 2 and shall have no obligation to waive any portion of the Investment Management Fee unless otherwise required by law or pursuant to a written duly executed agreement between the Company and You. 5. This Fee Waiver Agreement shall be construed in accordance with the laws of the State of New York, provided, however, that nothing herein shall be construed as being inconsistent with the Investment Company Act of 1940, as amended. If the foregoing is in accordance with your understanding, will You kindly so indicate by signing and returning to Us the enclosed copy hereof. Very truly yours, COHEN & STEERS REIT AND UTILITY INCOME FUND, INC. By: /s/ Robert Steers ------------------------------------- Name: Robert H. Steers Title: Chairman Agreed to and Accepted as of the date first set forth above COHEN & STEERS CAPITAL MANAGEMENT, INC. By: /s/ Martin Cohen ---------------------------- Name: M Cohen Title: President