FORM OF AGREEMENT AND PLAN OF REORGANIZATIONForm of Agreement and Plan of Reorganization • December 27th, 2013 • Cohen & Steers Total Return Realty Fund Inc • New York
Contract Type FiledDecember 27th, 2013 Company JurisdictionAGREEMENT AND PLAN OF REORGANIZATION dated as of [ , 2014] (the “Agreement”), between Cohen & Steers Dividend Majors Fund, Inc., a Maryland corporation (the “Fund”), and Cohen & Steers Total Return Realty Fund, Inc., a Maryland corporation (the “Acquiring Fund”).
Transfer Agency and Service Agreement Among Each of the Cohen & Steers Capital Management, Inc. Closed-End Investment Companies Listed on Exhibit A Attached Hereto and Computershare Trust Company, N.A. and Computershare Inc.Agreement • December 27th, 2013 • Cohen & Steers Total Return Realty Fund Inc • Massachusetts
Contract Type FiledDecember 27th, 2013 Company JurisdictionAGREEMENT made as of the day of , 2013 by and among each of the Cohen & Steers closed-end investment companies listed on Exhibit A, severally and not jointly, each being a corporation, having its principal office and place of business at 280 Park Avenue, 10th Floor, New York, NY 10017 (each individually a “Fund” and collectively, the “Company”), and Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company, having its principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent” or individually, “Computershare” and the “Trust Company”, respectively).
ADMINISTRATION AGREEMENT COHEN & STEERS TOTAL RETURN REALTY FUND, INC. New York, New York 10017Administration Agreement • December 27th, 2013 • Cohen & Steers Total Return Realty Fund Inc
Contract Type FiledDecember 27th, 2013 CompanyAgreement, dated as of December 10, 2013 (the “Agreement”), between Cohen & Steers Total Return Realty Fund, Inc., a non-diversified, closed-end management investment company (the “Company”), and Cohen & Steers Capital Management, Inc. (the “Administrator”).