Cohen & Steers Emerging Markets Real Estate Fund, Inc. Sample Contracts

SUBADVISORY AGREEMENT COHEN & STEERS CAPITAL MANAGEMENT, INC. New York, New York 10017
Subadvisory Agreement • July 27th, 2006 • Cohen & Steers Asia Pacific Realty Shares, Inc. • New York
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SUBADVISORY AGREEMENT COHEN & STEERS CAPITAL MANAGEMENT, INC. New York, New York 10017
Subadvisory Agreement • February 25th, 2011 • Cohen & Steers Asia Pacific Realty Shares, Inc.
Cohen & Steers Capital Management Inc. New York, NY 10017
Administration Agreement • July 27th, 2006 • Cohen & Steers Asia Pacific Realty Shares, 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 managed by Cohen & Steers Capital Management, Inc., namely Cohen & Steers Asia Pacific Realty Shares, Inc.

INVESTMENT ADVISORY AGREEMENT COHEN & STEERS ASIA PACIFIC REALTY SHARES, INC. New York, New York 10017
Investment Advisory Agreement • July 27th, 2006 • Cohen & Steers Asia Pacific Realty Shares, Inc. • New York
TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN COHEN & STEERS ASIA PACIFIC REALTY SHARES, INC. AND STATE STREET BANK AND TRUST COMPANY
Transfer Agency and Service Agreement • July 27th, 2006 • Cohen & Steers Asia Pacific Realty Shares, Inc. • Massachusetts

AGREEMENT made as of the day of , 2006, by and between COHEN & STEERS ASIA PACIFIC REALTY SHARES, INC. a Maryland corporation, having its principal office and place of business at 757 Third Avenue, New York, New York 10017 (the “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Transfer Agent”).

Underwriting Agreement
Underwriting Agreement • July 27th, 2006 • Cohen & Steers Asia Pacific Realty Shares, Inc.

Cohen & Steers Asia Pacific Realty Shares, Inc. (the “Company”), a Maryland corporation, is engaged in the business of an investment company. The Company currently offers its shares of common stock in one series containing three classes designated as Class A, Class C and Class I shares, with only the Class A and Class C shares (“Shares”) subject to this agreement. In the future, the Company may authorize and issue other series and classes of shares.

ADMINISTRATION AGREEMENT COHEN & STEERS ASIA PACIFIC REALTY SHARES, INC. New York, New York 10017
Administration Agreement • July 27th, 2006 • Cohen & Steers Asia Pacific Realty Shares, Inc.

Agreement, dated as of June 8, 2006 (the “Agreement”), between Cohen & Steers Asia Pacific Realty Shares, Inc., a non-diversified, open-end management investment company (the “Company”), and Cohen & Steers Capital Management, Inc. (the “Administrator”).

Distribution Agreement (Class I Shares Only)
Cohen & Steers Asia Pacific Realty Shares, Inc. • July 27th, 2006
COHEN & STEERS EMERGING MARKETS REAL ESTATE FUND, INC. New York, New York 10017
Cohen & Steers Emerging Markets Real Estate Fund, Inc. • February 28th, 2014

Cohen & Steers Emerging Markets Real Estate Fund, Inc. (“We”, “Us” or the “Company”) herewith confirms its agreement (the “Agreement”) pursuant to which Cohen & Steers Capital Management, Inc. (“You”) will waive certain of its fees and/or reimburse the Company for expenses incurred as follows:

Cohen & Steers Asia Pacific Realty Shares, Inc.
Cohen & Steers Asia Pacific Realty Shares, Inc. • July 27th, 2006

Cohen & Steers Asia Pacific Realty Shares, Inc. (the “Fund”) hereby accepts your offer to purchase 100 Class A shares, 100 Class C shares and 8,550 Class I shares, each at a price of $11.46 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.

COHEN & STEERS EMERGING MARKETS REAL ESTATE FUND, INC. New York, New York 10017
Cohen & Steers Emerging Markets Real Estate Fund, Inc. • February 28th, 2013

Cohen & Steers Emerging Markets Real Estate Fund, Inc. (“We”, “Us” or the “Company”) herewith confirms its agreement (the “Agreement”) pursuant to which Cohen & Steers Capital Management, Inc. (“You”) will waive certain of its fees and/or reimburse the Company for expenses incurred as follows:

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