0000950117-02-000088 Sample Contracts

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Cohen & Steers Quality Income Realty Fund, Inc. 757 Third Avenue New York, New York 10017 February ___, 2002 Cohen & Steers Capital Management, Inc. 757 Third Avenue New York, New York 10017 Dear Sirs: Cohen & Steers Quality Income Realty Fund, Inc....
Shareholder Agreement • January 23rd, 2002 • Cohen & Steers Income Realty Fund Inc

Cohen & Steers Quality Income Realty Fund, Inc. (the "Fund") hereby accepts your offer to purchase 7,000 shares at a price of $.001 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.

WITNESSETH:
Master Custodian Agreement • January 23rd, 2002 • Cohen & Steers Income Realty Fund Inc • Massachusetts
AGREEMENT TO WAIVE INVESTMENT MANAGEMENT FEES OF COHEN & STEERS QUALITY INCOME REALTY FUND, INC.
Fee Waiver Agreement • January 23rd, 2002 • Cohen & Steers Income Realty Fund Inc
INVESTMENT MANAGEMENT AGREEMENT COHEN & STEERS QUALITY INCOME REALTY FUND, INC. 757 Third Avenue New York, New York 10017
Investment Management Agreement • January 23rd, 2002 • Cohen & Steers Income Realty Fund Inc • New York
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