Morgan Stanley & Co. LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • October 26th, 2020 • Cohen & Steers Tax-Advantaged Preferred Securities & Income Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of December 4, 2019, is by and between Morgan Stanley & Co. LLC (“Morgan Stanley,” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted an AAU w
STRUCTURING AND SYNDICATION FEE AGREEMENTStructuring and Syndication Fee Agreement • October 26th, 2020 • Cohen & Steers Tax-Advantaged Preferred Securities & Income Fund • New York
This agreement is between Cohen & Steers Capital Management, Inc. (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Cohen & Steers Tax-Advantaged Preferred Securities and Income Fund (the “Fund”).
Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • October 26th, 2020 • Cohen & Steers Tax-Advantaged Preferred Securities & Income Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of December 4, 2019, is by and between Morgan Stanley & Co. LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
] Shares COHEN & STEERS TAX-ADVANTAGED PREFERRED SECURITIES AND INCOME FUND COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 18th, 2020 • Cohen & Steers Tax-Advantaged Preferred Securities & Income Fund • New York
Cohen & Steers Tax-Advantaged Preferred Securities and Income Fund, a statutory trust organized under the laws of the State of Maryland (the “Fund”), is a newly organized, non-diversified closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Fund proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) [NUMBER OF FIRM SHARES] shares of its common shares of beneficial interest, par value $0.001 per share (the “Firm Shares”). The Fund also proposes to issue and sell to the several Underwriters not more than an additional [NUMBER OF ADDITIONAL SHARES] shares of its common shares of beneficial interest, par value $0.001 per share (the “Additional Shares”) if and to the extent that you, as managers of the offering (the “Representatives”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Additional Shares granted to t
ADMINISTRATION AGREEMENT COHEN & STEERS TAX-ADVANTAGED PREFERRED SECURITIES AND INCOME FUND New York, New York 10017Administration Agreement • August 18th, 2020 • Cohen & Steers Tax-Advantaged Preferred Securities & Income Fund
Agreement, dated as of February 27, 2020 (the “Agreement”), between Cohen & Steers Tax-Advantaged Preferred Securities and Income Fund, a non-diversified, closed-end management investment company (the “Company”), and Cohen & Steers Capital Management, Inc. (the “Administrator”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 26th, 2020 • Cohen & Steers Tax-Advantaged Preferred Securities & Income Fund • New York
This agreement (the “Agreement”) is between Cohen & Steers Capital Management, Inc. (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the Cohen & Steers Tax-Advantaged Preferred Securities and Income Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement, dated October , 2020, by and among the Fund, the Company and each of the underwriters named in Schedule I thereto.
RULE 12d 1-4 UNIT INVESTMENT TRUST OF CLOSED-END FUNDS INVESTMENT AGREEMENTInvestment Agreement • November 17th, 2022 • Cohen & Steers Tax-Advantaged Preferred Securities & Income Fund • New York
This Agreement, dated as of January 20, 2022, between FT Series (the ‘‘Trust”) on behalf of each of its existing and future series that invests in an Acquired Fund in reliance on the Rule as such terms are defined below, severally and not jointly, (each, an “Acquiring Fund”), and each closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) advised by Cohen & Steers Capital Management, Inc. (the “Adviser”), that is listed on Appendix A hereto (as may be amended from time to time), severally and not jointly (each an “Acquired Fund”).
RULE 12d1-4 EXCHANGE TRADED FUND OF CLOSED-END FUNDS INVESTMENT AGREEMENTExchange Traded Fund Investment Agreement • November 17th, 2022 • Cohen & Steers Tax-Advantaged Preferred Securities & Income Fund • New York
This Agreement, dated as of January 21, 2022, between First Trust CEF Income Opportunity ETF (the “Acquiring Fund”) and each closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) advised by Cohen & Steers Capital Management, Inc. (the “Adviser”), that is listed on Appendix A hereto (as may be amended from time to time), severally and not jointly (each an “Acquired Fund”).
INVESTMENT ADVISORY AGREEMENT COHEN & STEERS TAX-ADVANTAGED PREFERRED SECURITIES AND INCOME FUND New York, New York 10017Investment Advisory Agreement • August 18th, 2020 • Cohen & Steers Tax-Advantaged Preferred Securities & Income Fund • New York
Cohen & Steers Tax-Advantaged Preferred Securities and Income Fund (“We” or the “Company”) herewith confirms its agreement (the “Agreement”) with Cohen & Steers Capital Management, Inc. (“You”) as follows:
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 26th, 2020 • Cohen & Steers Tax-Advantaged Preferred Securities & Income Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of October , 2020 by and between BofA Securities, Inc. (collectively with its affiliates, “BofA Securities”) and Cohen & Steers Capital Management, Inc. (the “Investment Manager”).
FEE AGREEMENTFee Agreement • October 26th, 2020 • Cohen & Steers Tax-Advantaged Preferred Securities & Income Fund • New York
Reference is made to the Underwriting Agreement dated October [ ], 2020 (the “Underwriting Agreement”), by and among Cohen & Steers Tax-Advantaged Preferred Securities and Income Fund (the “Fund”), Cohen & Steers Capital Management, Inc. (the “Company”) and each of the underwriters named in Schedule I thereto, with respect to the issue and sale (the “Offering”) of the Fund’s common shares of beneficial interest, $0.01 par value per share (the “Common Shares”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
FOURTH AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • August 18th, 2020 • Cohen & Steers Tax-Advantaged Preferred Securities & Income Fund
This Fourth Amendment (“Amendment”), effective as of , 2020 (“Effective Date”) is to the Transfer Agency and Service Agreement (the “Agreement”) made as of August 19, 2013, among Each of the Cohen & Steers Capital Management, Inc. Closed-End Investment Companies Listed on Exhibit A (each individually a “Fund” and collectively, the “Company”) and Computershare Inc. (“Computershare”) and Computershare Trust Company, N.A. (“Trust Company”, and together with Computershare, “Transfer Agent”).
Cohen & Steers Tax-Advantaged Preferred Securities and Income FundStock Purchase Agreement • August 18th, 2020 • Cohen & Steers Tax-Advantaged Preferred Securities & Income Fund
Cohen & Steers Tax-Advantaged Preferred Securities and Income Fund (the “Fund”) hereby accepts your offer to purchase 4,000 shares of the Fund’s common stock, par value $.001 per share, at a price of $25.00 per share for an aggregate purchase price of $100,000. This agreement is subject to the understanding that you have no present intention of selling or redeeming the shares so acquired.
Cohen & Steers Tax-Advantaged Preferred Securities and Income FundAdministration Agreement • August 18th, 2020 • Cohen & Steers Tax-Advantaged Preferred Securities & Income Fund
Reference is made to the Administration Agreement by and between the Cohen & Steers Funds listed on in Exhibit A thereto and State Street Bank and Trust Company (“State Street”) dated as of March 12, 2001, as amended (the “Agreement”). Pursuant to the Agreement, this letter is to provide notice of the creation of an additional investment fund, which is managed by Cohen & Steers Capital Management, Inc., namely Cohen & Steers Tax-Advantaged Preferred Securities and Income Fund.
