Cohen & Steers Real Estate Opportunities & Income Fund Sample Contracts

COHEN & STEERS REAL ESTATE OPPORTUNITIES AND INCOME FUND [•] Shares COMMON SHARES OF BENEFICIAL INTEREST (Par Value $0.001 per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • February 23rd, 2022 • Cohen & Steers Real Estate Opportunities & Income Fund • New York
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ADMINISTRATION AGREEMENT COHEN & STEERS REAL ESTATE OPPORTUNITIES AND INCOME FUND New York, New York 10017
Administration Agreement • January 31st, 2022 • Cohen & Steers Real Estate Opportunities & Income Fund

Agreement, dated as of January 19, 2022 (the “Agreement”), between Cohen & Steers Real Estate Opportunities and Income Fund, a non-diversified, closed-end management investment company (the “Company”), and Cohen & Steers Capital Management, Inc. (the “Administrator”).

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BOFA SECURITIES, INC. MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Cohen & Steers Real Estate Opportunities & Income Fund • January 31st, 2022 • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of November 19, 2020, is by and between BofA Securities, Inc. (“BofA” 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 with respect t

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BOFA SECURITIES, INC. MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Dealers Agreement • January 31st, 2022 • Cohen & Steers Real Estate Opportunities & Income Fund • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of November 25, 2019, is by and between BofA Securities, Inc. (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).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • February 23rd, 2022 • Cohen & Steers Real Estate Opportunities & 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 Real Estate Opportunities and Income Fund (the “Fund”).

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FEE AGREEMENT
Fee Agreement • February 23rd, 2022 • Cohen & Steers Real Estate Opportunities & Income Fund • New York

Reference is made to the Underwriting Agreement dated [•], 2022 (the “Underwriting Agreement”), by and among Cohen & Steers Real Estate Opportunities and Income Fund (the “Fund”), Cohen & Steers Capital Management, Inc. (the “Company”) and each of the underwriters named in Schedule A thereto, with respect to the issue and sale (the “Offering”) of the Fund’s common shares of beneficial interest, $0.001 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.

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INVESTMENT ADVISORY AGREEMENT COHEN & STEERS REAL ESTATE OPPORTUNITIES AND INCOME FUND New York, New York 10017
Investment Advisory Agreement • January 31st, 2022 • Cohen & Steers Real Estate Opportunities & Income Fund • New York

Cohen & Steers Real Estate Opportunities and Income Fund (“We” or the “Company”) herewith confirms its agreement (the “Agreement”) with Cohen & Steers Capital Management, Inc. (“You”) as follows:

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STRUCTURING AND SYNDICATION FEE AGREEMENT
Structuring and Syndication Fee Agreement • February 23rd, 2022 • Cohen & Steers Real Estate Opportunities & Income Fund • New York

STRUCTURING AND SYNDICATION FEE AGREEMENT (the “Agreement”), dated as of [•], 2022 by and between BofA Securities, Inc. (collectively with its affiliates, “BofA Securities”) and Cohen & Steers Capital Management, Inc. (the “Adviser”).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • February 23rd, 2022 • Cohen & Steers Real Estate Opportunities & 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 Real Estate Opportunities 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 [•], 2022, by and among the Fund, the Company and each of the underwriters named in Schedule A thereto.

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FEE AGREEMENT
Fee Agreement • February 23rd, 2022 • Cohen & Steers Real Estate Opportunities & Income Fund • New York

Reference is made to the Underwriting Agreement dated [•], 2022 (the “Underwriting Agreement”), by and among Cohen & Steers Real Estate Opportunities and Income Fund (the “Fund”), Cohen & Steers Capital Management, Inc. (the “Adviser”) and each of the Underwriters named in Schedule A thereto (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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FEE AGREEMENT
Fee Agreement • February 23rd, 2022 • Cohen & Steers Real Estate Opportunities & Income Fund • New York

Reference is made to the Underwriting Agreement dated [•], 2022 (the “Underwriting Agreement”), by and among Cohen & Steers Real Estate Opportunities and Income Fund (the “Fund”), Cohen & Steers Capital Management, Inc. (the “Company”) and each of the underwriters named in Schedule A thereto, with respect to the issue and sale (the “Offering”) of the Fund’s common shares of beneficial interest, $0.001 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.

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FEE AGREEMENT
Fee Agreement • February 23rd, 2022 • Cohen & Steers Real Estate Opportunities & Income Fund • New York

Reference is made to the Underwriting Agreement dated [•], 2022 (the “Underwriting Agreement”), by and among Cohen & Steers Real Estate Opportunities and Income Fund (the “Fund”), Cohen & Steers Capital Management, Inc. (the “Adviser”), Stifel, Nicolaus & Company, Incorporated (“Stifel”) and the several other Underwriters named therein, severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.001 (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • February 23rd, 2022 • Cohen & Steers Real Estate Opportunities & Income Fund • New York

Reference is made to the Underwriting Agreement dated [•], 2022 (the “Underwriting Agreement”), by and among Cohen & Steers Real Estate Opportunities and Income Fund (the “Fund”), Cohen & Steers Capital Management, Inc. (the “Adviser”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.001 (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • February 23rd, 2022 • Cohen & Steers Real Estate Opportunities & Income Fund • New York

Reference is made to the Underwriting Agreement dated [ ], 2022 (the “Underwriting Agreement”), by and among Cohen & Steers Real Estate Opportunities and Income Fund (the “Fund”), Cohen & Steers Capital Management, Inc. (the “Company”) and each of the underwriters named in Schedule A thereto, with respect to the issue and sale (the “Offering”) of the Fund’s common shares of beneficial interest, $0.001 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.

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FIFTH AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • January 31st, 2022 • Cohen & Steers Real Estate Opportunities & Income Fund

This Fifth Amendment (“Amendment”), effective as of February 28, 2022 (“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”).

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Cohen & Steers Real Estate Opportunities and Income Fund
Cohen & Steers Real Estate Opportunities & Income Fund • January 31st, 2022

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 Real Estate Opportunities and Income Fund.

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FEE AGREEMENT
Fee Agreement • February 23rd, 2022 • Cohen & Steers Real Estate Opportunities & Income Fund • New York

Reference is made to the Underwriting Agreement dated [•], 2022 (the “Underwriting Agreement”), by and among Cohen & Steers Real Estate Opportunities and Income Fund (the “Fund”), Cohen & Steers Capital Management, Inc. (the “Adviser”), and each of the Underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s common shares of beneficial interest (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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Cohen & Steers Real Estate Opportunities and Income Fund
Cohen & Steers Real Estate Opportunities & Income Fund • January 31st, 2022

Cohen & Steers Real Estate Opportunities and Income Fund (the “Fund”) hereby accepts your offer to purchase 5,000 shares of the Fund’s common stock, par value $.001 per share, at a price of $20.00 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.

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