WELLS FARGO SECURITIES, 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 • November 18th, 2010 • Cohen & Steers Select Preferred & Income Fund, Inc. • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of July 6, 2009, is by and between Wells Fargo Securities, LLC (“Wells Fargo Securities,” “we” or “us”) 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 accep
STOCK TRANSFER AGENCY AGREEMENTStock Transfer Agency Agreement • November 18th, 2010 • Cohen & Steers Select Preferred & Income Fund, Inc. • New York
AGREEMENT, made as of November 23, 2010, by and between COHEN & STEERS SELECT PREFERRED AND INCOME FUND, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter referred to as the “Customer”), and THE BANK OF NEW YORK MELLON, a New York trust company (hereinafter referred to as the “Bank”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 18th, 2010 • Cohen & Steers Select Preferred & Income Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated [•], 2010 (the “Underwriting Agreement”), by and among [•] (the “Fund”), [•] (the “Investment Manager”) 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.
FUND] Common Shares of Beneficial Interest $20.00 per Share UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2010 • Cohen & Steers Select Preferred & Income Fund, Inc. • New York
WELLS FARGO SECURITIES, LLC MASTER SELECTED DEALERS AGREEMENTMaster Selected Dealers Agreement • November 18th, 2010 • Cohen & Steers Select Preferred & Income Fund, Inc. • New York
Cohen & Steers Select Preferred and Income Fund, Inc. New York, NY 10017Administration Agreement • November 18th, 2010 • Cohen & Steers Select Preferred & Income Fund, 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, which is managed by Cohen & Steers Capital Management, Inc., namely Cohen & Steers Select Preferred and Income Fund, Inc.
ADMINISTRATION AGREEMENT COHEN & STEERS SELECT PREFERRED AND INCOME FUND, INC. New York, New York 10017Administration Agreement • November 18th, 2010 • Cohen & Steers Select Preferred & Income Fund, Inc.
Agreement, dated as of September 15, 2010 (the “Agreement”), between Cohen & Steers Select Preferred and Income Fund, Inc., a non-diversified, closed-end management investment company (the “Company”), and Cohen & Steers Capital Management, Inc. (the “Administrator”).
Cohen & Steers Select Preferred and Income Fund, Inc.Stock Purchase Agreement • November 18th, 2010 • Cohen & Steers Select Preferred & Income Fund, Inc.
Cohen & Steers Select Preferred and Income Fund, Inc. (the “Fund”) hereby accepts your offer to purchase 4,200 shares of the Fund’s common stock, par value $.001 per share, at a price of $23.875 per share for an aggregate purchase price of $100,296. This agreement is subject to the understanding that you have no present intention of selling or redeeming the shares so acquired.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 18th, 2010 • Cohen & Steers Select Preferred & Income Fund, Inc. • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of [•], 2010 between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and [•] (“[•]”).
