INVESTMENT ADVISORY AGREEMENT
COHEN & STEERS TOTAL RETURN REALTY FUND, INC.
757 Third Avenue
New York, New York 10017
September , 1993
Cohen & Steers Capital
Management, Inc.
757 Third Avenue
New York, New York 10017
Dear Sirs:
We, the undersigned Cohen & Steers Total Return Realty Fund, Inc.,
herewith confirm our agreement with you as follows:
1. We are a closed-end, non-diversified management investment company
registered under the Investment Company Act of 1940 (the "Act"). We propose to
engage in the business of investing and reinvesting our assets in securities of
the type and in accordance with the limitations specified in our Articles of
Incorporation, By-Laws, Registration Statement filed with the Securities and
Exchange Commission under the Securities Act of 1933 and the Act, including any
representations made in our prospectus, all in such manner and to such extent as
may from time to time be authorized by our Board of Directors. We enclose copies
of the documents listed above and will from time to time furnish you with any
amendments thereof.
2. We hereby employ you to manage the investment and reinvestment of
our assets as above specified, and, without
limiting the generality of the foregoing, to provide management and other
services specified below:
(a) You will make decisions with respect to all purchases and
sales of our portfolio securities. To carry out such decisions, you are hereby
authorized, as our agent and attorney-in-fact, for our account and at our risk
and in our name, to place orders for the investment and reinvestment of our
assets. In all purchases, sales and other transactions in our portfolio
securities you are authorized to exercise full discretion and act for us in the
same manner and with the same force and effect as we might or could do with
respect to such purchases, sales or other transactions, as well as with respect
to all other things necessary or incidental to the furtherance or conduct of
such purchases, sale or other transactions.
(b) You will report to our Board of Directors at each meeting
thereof all changes in our portfolio since the prior report, and will also keep
us in touch with important developments affecting our portfolio and on your own
initiative will furnish us from time to time with such information as you may
believe appropriate for this purpose or as we reasonably may request. You will
also furnish us with such statistical and analytical information with respect to
our portfolio securities as you may believe appropriate or as we reasonably may
request. In making such purchases and sales of our portfolio securities, you
will bear in mind the policies set from time to time by our
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Board of Directors as well as the limitations imposed by our Articles of
Incorporation and in our Registration Statement under the Act and the Securities
Act of 1933, and the limitations in the Act and of the Internal Revenue Code of
1986 in respect of regulated investment companies.
(c) It is understood that you will from time to time employ or
associate with yourselves such persons as you believe to be particularly fitted
to assist you in the execution of your duties hereunder, the cost of performance
of such duties to be borne and paid by you. No obligation may be incurred on our
behalf in any such respect. During the continuance of this agreement at our
request you will provide us persons satisfactory to our Board of Directors to
serve as our officers. You or your affiliates will also provide persons, who may
be our officers, to render such clerical, accounting and other services to us as
we may from time to time request of you. Such personnel may be employees of you
or your affiliates. We will pay to you or your affiliates the cost of such
personnel for rendering such services to us at such rates as shall from time to
time be agreed upon between us, provided that all time devoted to the investment
or reinvestment of our portfolio securities shall be for your account. Nothing
contained herein shall be construed to restrict our right to hire our own
employees or to contract for services to be performed by third parties.
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3. We propose to retain the services of an administrator, which shall be
a firm acceptable to you, to administer all aspects of the Fund's operations
except those which are your responsibility pursuant to this agreement. We will
bear the cost of and pay the fees of the administrator. The Fund's initial
administrator will be Middlesex Administrators L.P.
4. We hereby confirm that, subject to the foregoing we shall be
responsible and hereby assume the obligation for payment of all our other
expenses, including: (a) payment of the fee payable to you under paragraph
6 hereof; (b) brokerage and commission expenses; (c) Federal, state and local
taxes, including issue and transfer taxes incurred by or levied to use (d)
interest charges on borrowing; (e) our organizational and offering expenses,
whether or not advanced by you; (f) the cost of personnel providing services
to us, as provided in paragraph 2 (c) above; (g) fees and expenses of
registering our shares under the appropriate Federal securities laws and of
qualifying our shares under applicable state securities laws; (h) fees and
expenses of listing and maintaining the listing of our shares on any national
securities exchange; (i) expenses of printing and distributing reports to
stockholders; (j) costs of proxy solicitation; (k) charges and expenses of our
administrator, custodian, and registrar, transfer and dividend disbursing agent;
(l) compensation of our officers, Directors and employees who do not devote any
part of their time to your affairs or the affairs
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of your affiliates other than us; (m) legal and auditing expenses; (n) the cost
of stock certificates representing shares of our stock; and (o) costs of
stationery and supplies.
5. We shall expect of you, and you will give us the benefit of, your
best judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you shall not be liable
hereunder for any mistake of judgment or in any event whatsoever, except for
lack of good faith, provided that nothing herein shall be deemed to protect, or
purport to protect, you against any liability to us or to our security holders
to which you would otherwise be subject by reason of willful misfeasance, bad
faith or grows negligence in the performance of your duties hereunder, or by
reason of your reckless disregard of your obligations and duties hereunder.
6. In consideration of the foregoing we will pay you a monthly fee in an
amount equal to 1/12th of 0.70% of our average weekly assets during the month.
For purposes of the calculation of such fee, average weekly net assets shall be
determined on the basis of our average net assets for each weekly period (ending
on Thursday) ending during the month. The net assets for each weekly period are
determined by averaging the net assets on the Thursday of such weekly period
with the net assets on the Thursday of the immediately proceeding weekly period.
When a Thursday is not a business day for us, then the calculation
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will be based on our net assets on the business day immediately preceding such
Thursday. Such fee shall be payable in arrears on the last day of each calendar
month for services performed hereunder during such month. If our initial
registration statement is declared effective by the Securities and Exchange
Commission after the beginning of a month or this agreement terminates prior to
the end of a month, such fee shall be prorated according to the proportion which
such portion of the month bears to the full month.
7. This agreement shall become effective on the date on which our
pending Registration Statement on Form N-2 relating to our shares becomes
effective and shall continue in effect until December 31, 1994 and thereafter
for successive twelve-month periods (computed from each January 1), provided
that such continuance is specifically approved at least annually by our Board of
Directors or by majority vote of the holders of our outstanding voting
securities (as defined in the Act), and, in either case, by a majority of our
Board of Directors who are not interested persons, as defined in the Act, of any
party to this agreement (other than as Directors of our Corporation) provided
further, however, that if the continuation of this agreement is not approved,
you may continue to render the services described herein in the manner and to
the extent permitted by the Act and the rules and regulations thereunder. Upon
the effectiveness of this agreement, it shall supersede all previous agreements
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between us covering the subject matter hereof. This agreement may be terminated
at any time, without the payment of any penalty, by vote of a majority of our
outstanding voting securities (as so defined), or by a vote of a majority of our
entire Board of Directors on sixty days' written notice to you, or by you on
sixty days' written notice to us.
8. This agreement may not be transferred, assigned, sold or in any
manner hypothecated or pledged by you and this agreement shall terminate
automatically in the event of any such transfer, assignment, sale, hypothecation
or pledge by you. The terms "transfer," "assignment" and "sale" as used in this
paragraph shall have the meanings ascribed hereto by governing law and any
interpretation thereof contained in rules or regulations promulgated by the
Securities and Exchange Commission thereunder.
9. Except to the extent necessary to perform your obligations hereunder,
nothing herein shall be deemed to limit or restrict your right, or the right of
any of your officers, director or employees who may also be a Director, officer
or employee of ours, or persons otherwise affiliated with us within the meaning
of the Act) to engage in any other business or to devote time and attention to
the management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other trust,
corporation, firm, individual or association.
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If the foregoing is in accordance with your understanding, will you kindly so
indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
COHEN & STEERS TOTAL RETURN
REALTY FUND, INC.
By__________________________
Chairman
Accepted:
COHEN & STEERS CAPITAL
MANAGEMENT, INC.
By__________________________
President
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