0001193125-20-009584 Sample Contracts

Subscription Agent Agreement Between Cohen & Steers Quality Income Realty Fund, Inc. And Computershare Trust Company, N.A. And Computershare Inc.
Subscription Agent Agreement • January 17th, 2020 • Cohen & Steers Quality Income Realty Fund Inc • New York

This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”), dated as of January 15, 2020 (the “Effective Date”), is by and between Cohen & Steers Quality Income Realty Fund, Inc., a Maryland corporation (“Company”), and Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”), and Computershare Inc., a Delaware corporation (“Computershare”, and together with Trust Company, “Agent”).

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AMENDED AND RESTATED ADMINISTRATION AGREEMENT COHEN & STEERS QUALITY INCOME REALTY FUND, INC. New York, New York 10017
Administration Agreement • January 17th, 2020 • Cohen & Steers Quality Income Realty Fund Inc

Agreement, dated as of October 1, 2017 (the “Agreement”), between Cohen & Steers Quality Income Realty Fund, Inc., a non-diversified, closed-end management investment company (the “Company”), and Cohen & Steers Capital Management, Inc. (the “Administrator”).

FIRST AMENDMENT TO STOCK TRANSFER AGENCY AGREEMENT
Stock Transfer Agency Agreement • January 17th, 2020 • Cohen & Steers Quality Income Realty Fund Inc

This First Amendment (“Amendment”), effective as of August 19, 2015 (“Effective Date”) is to the Stock Transfer Agency Agreement (the “Agreement”) made as of August 13, 2013, by and between Each of the Cohen & Steers Capital Management, Inc. Closed End Investment Companies (the “Company”) and Computershare Inc. (“Computershare”) and Computershare Trust Company, N.A. (“Trust Company”, and together with Computershare, “Transfer Agent”).

December 27, 2019
Letter of Agreement • January 17th, 2020 • Cohen & Steers Quality Income Realty Fund Inc • New York

This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson LLC (“Georgeson”) by Cohen & Steers Quality Income Realty Fund, Inc. (the “Company”) to act as Information Agent in connection with the Company’s rights offering scheduled to launch in January 2020 (the “Offer”). The term of this Agreement shall be the term of the Offer, including any extensions thereof.

THIRD AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • January 17th, 2020 • Cohen & Steers Quality Income Realty Fund Inc

This Third Amendment (“Amendment’’), effective as of August 19, 2018 “Effective Date’’) is to the Transfer Agency and Service Agreement (the “Agreement’’) made as of August 19, 2013, among Each of the Cohen & Steers Capital Management, Inc. Closed-End Investment Companies Listed on Exhibit A (each individually a “Fund” and collectively, the “Company”) and Computershare Inc. (“Computershare”) and Computershare Trust Company, N.A. (‘‘Trust Company”, and together with Computershare, “Transfer Agent”).

SECOND AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • January 17th, 2020 • Cohen & Steers Quality Income Realty Fund Inc

This Second Amendment (“Amendment”), effective as of April 6, 2017 (“Effective Date”) is to the Transfer Agency and Service Agreement (the “Agreement”) made as of August 19, 2013, among Each of the Cohen & Steers Capital Management, Inc. Closed-End Investment Companies Listed on Exhibit A (each individually a “Fund” and collectively, the “Company”) and Computershare Inc. (“Computershare’’) and Computershare Trust Company, N.A. (“Trust Company”, and together with Computershare, “Transfer Agent”).

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