Cohen & Steers European Realty Shares, Inc. Sample Contracts

SUBADVISORY AGREEMENT COHEN & STEERS CAPITAL MANAGEMENT, INC. New York, New York 10017
Subadvisory Agreement • April 11th, 2007 • Cohen & Steers European Realty Shares, Inc. • New York
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Cohen & Steers Capital Management Inc. New York, NY 10017
Administration Agreement • April 11th, 2007 • Cohen & Steers European Realty Shares, Inc. • Massachusetts

Reference is made to the Administration Agreement between us dated as of March 12, 2001 (the “Agreement”). Pursuant to the Agreement, this letter is to provide notice of the creation of an additional investment fund managed by Cohen & Steers Capital Management, Inc., namely Cohen & Steers European Realty Shares, Inc.

INVESTMENT ADVISORY AGREEMENT COHEN & STEERS EUROPEAN REALTY SHARES, INC. New York, New York 10017
Investment Advisory Agreement • April 11th, 2007 • Cohen & Steers European Realty Shares, Inc. • New York
TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN COHEN & STEERS EUROPEAN REALTY SHARES, INC. AND STATE STREET BANK AND TRUST COMPANY
Transfer Agency and Service Agreement • April 11th, 2007 • Cohen & Steers European Realty Shares, Inc. • Massachusetts

AGREEMENT made as of the day of , 2007, by and between COHEN & STEERS EUROPEAN REALTY SHARES, INC. a Maryland corporation, having its principal office and place of business at 280 Park Avenue, New York, New York 10017 (the “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Transfer Agent”).

AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND PLAN OF REORGANIZATION dated as of June 9, 2009 (the "Agreement"), between COHEN & STEERS EUROPEAN REALTY SHARES, INC., a Maryland corporation (the "Fund"), and COHEN & STEERS INTERNATIONAL REALTY...
Reorganization Agreement • December 30th, 2009 • Cohen & Steers European Realty Shares, Inc.

AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND PLAN OF REORGANIZATION dated as of June 9, 2009 (the "Agreement"), between COHEN & STEERS EUROPEAN REALTY SHARES, INC., a Maryland corporation (the "Fund"), and COHEN & STEERS INTERNATIONAL REALTY FUND, INC., a Maryland corporation (the "Acquiring Fund"). This Agreement is intended to be and is adopted as a "plan of reorganization" within the meaning of the regulations under Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the "Code"). The reorganization will consist of the transfer of all of the assets of the Fund to the Acquiring Fund in exchange solely for the Acquiring Fund's Class A, Class C and Class I shares ("Acquiring Fund Shares") of common stock, par value $.001 per share, and the assumption by the Acquiring Fund of the liabilities of the Fund as described herein, and the distribution, after the Closing Date hereinafter referred to, of the Acquiring Fund Shares to the shareholders of the Fund in

Underwriting Agreement
Underwriting Agreement • April 11th, 2007 • Cohen & Steers European Realty Shares, Inc.

Cohen & Steers European Realty Shares, Inc. (the “Company”), a Maryland corporation, is engaged in the business of an investment company. The Company currently offers its shares of common stock in one series containing three classes designated as Class A, Class C and Class I shares, with only the Class A and Class C shares (“Shares”) subject to this agreement. In the future, the Company may authorize and issue other series and classes of shares.

ADMINISTRATION AGREEMENT COHEN & STEERS EUROPEAN REALTY SHARES, INC. New York, New York 10017
Administration Agreement • April 11th, 2007 • Cohen & Steers European Realty Shares, Inc.

Agreement, dated as of , 2007 (the “Agreement”), between Cohen & Steers European Realty Shares, Inc., a non-diversified, closed-end management investment company (the “Company”), and Cohen & Steers Capital Management, Inc. (the “Administrator”).

Cohen & Steers European Realty Shares, Inc.
Shareholder Agreement • April 11th, 2007 • Cohen & Steers European Realty Shares, Inc.

Cohen & Steers European Realty Shares, Inc. (the “Fund”) hereby accepts your offer to purchase 100 Class A shares, 100 Class C shares and 8,550 Class I shares, each at a price of $11.46 per share for an aggregate purchase price of $100,275. This agreement is subject to the understanding that you have no present intention of selling or redeeming the shares so acquired.

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