0001193125-22-048921 Sample Contracts

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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”).

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.

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”).

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.

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.

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.

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.

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.

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.

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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