AMENDMENT NO. 2 TO INVESTMENT ADVISORY AGREEMENT COHEN & STEERS REALTY SHARES, INC.

Exhibit (d)(ii)

AMENDMENT NO. 2

TO

INVESTMENT ADVISORY AGREEMENT

▇▇▇▇▇ & STEERS REALTY SHARES, INC.

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

June 30, 2019

▇▇▇▇▇ & STEERS CAPITAL MANAGEMENT, INC.

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Dear Sirs:

We, the undersigned ▇▇▇▇▇ & Steers Realty Shares, Inc. (the “Corporation”) hereby amend our agreement with ▇▇▇▇▇ & Steers Capital Management, Inc., dated June 28, 1991 (the “Agreement”) as follows:

Effective July 1, 2019, the first sentence of paragraph 6 of the Agreement shall be stricken and replaced by the following:

“In consideration of the foregoing we will pay you a monthly fee at an annualized rate of 0.75% of the average daily net asset value of the Corporation up to $8.5 billion and 0.70% of such assets in excess of $8.5 billion.”

In all other respects the Agreement shall remain in effect without change.

If the foregoing is in accordance with your understanding, please sign and return the enclosed copy hereof.

Very truly yours,
▇▇▇▇▇ & STEERS REALTY SHARES, INC.
By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:		Secretary and Chief Legal Officer

Agreed to and Accepted as of the date

first set forth above.

▇▇▇▇▇ & STEERS CAPITAL MANAGEMENT, INC.

By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:		Executive Vice President