POS EX

0001193125-22-287598.txt : 20221117 0001193125-22-287598.hdr.sgml : 20221117 20221117152953 ACCESSION NUMBER: 0001193125-22-287598 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20221117 DATE AS OF CHANGE: 20221117 EFFECTIVENESS DATE: 20221117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHEN & STEERS GLOBAL REALTY SHARES, INC CENTRAL INDEX KEY: 0001033969 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-21993 FILM NUMBER: 221398017 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128323232 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: COHEN & STEERS REALTY FOCUS FUND DATE OF NAME CHANGE: 20040930 FORMER COMPANY: FORMER CONFORMED NAME: COHEN & STEERS SPECIAL EQUITY FUND DATE OF NAME CHANGE: 19970218 POS EX 1 d413037dposex.htm POS EX POS EX

As filed with the Securities and Exchange Commission on November 17, 2022

File Nos. 333-21993

811-08059

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER


*THE SECURITIES ACT OF 1933*			☒
PRE-EFFECTIVE AMENDMENT NO.			☐
POST-EFFECTIVE AMENDMENT NO. 49			☒

And

REGISTRATION STATEMENT

UNDER


*THE INVESTMENT COMPANY ACT OF 1940*			☒
AMENDMENT NO. 50			☒

COHEN & STEERS

GLOBAL REALTY SHARES, INC.

(Exact Name Of Registrant As Specified In Charter)

280 Park Avenue, New York, NY 10017

(Address Of Principal Executive Office)

Registrant’s Telephone Number, including Area Code: (212) 832-3232

Dana A. DeVivo

Cohen & Steers Capital Management, Inc.

280 Park Avenue

New York, New York 10017

(Name And Address Of Agent Of Service Of Process)

With copies to:

Michael G. Doherty, Esq.

Ropes & Gray LLP

1211 Avenue of the Americas

New York, New York 10036

This Post-Effective Amendment consists of the following:

1. Facing Sheet of the Registration Statement.

2. Explanatory Note.

3. Part C to the Registration Statement (including signature page) and certain exhibits to the Registration Statement.

Explanatory Note

This Post-Effective Amendment is being filed solely for the purpose of filing exhibits to the Registration Statement on Form N-1A. Parts A and B of Post-Effective Amendment No. 48 to the Registration Statements on Form N-1A filed on April 29, 2022, pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the “Securities Act’), are incorporated by reference herein. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment shall become effective immediately upon filing with the SEC.

PART C

OTHER INFORMATION

ITEM 28.

EXHIBITS

(a)	(i) Articles of Incorporation ⁽¹⁾

(ii) Form of Articles of Amendment, dated September 30, 2004⁽⁴⁾

(iii) Articles of Amendment, dated September 26, 2007⁽⁵⁾

(iv) Articles Supplementary, dated December 13, 2016⁽⁷⁾

(v) Articles Supplementary, dated April 26, 2019⁽¹⁰⁾

(b)	By-laws⁽⁶⁾

(c)

The rights of security holders are defined in the Registrant’s Articles of Incorporation (Article FIFTH and Article SEVENTH, Sections (b) and (c)) filed as Exhibit (a)(i) to this Registration Statement and the Registrant’s By-Laws (Article II and Article VI) filed as Exhibit (b) to this Registration Statement.

(d)	(i) Form of Investment Advisory Agreement⁽¹⁾

(ii) Amendment to Investment Advisory Agreement, dated March 23, 2018 ⁽⁹⁾

(iii) Subadvisory Agreement with Cohen & Steers Asia Limited⁽⁵⁾

(iv) Subadvisory Agreement with Cohen & Steers UK Limited⁽⁵⁾

(e)	(i) Form of Underwriting Agreement ⁽⁴⁾

(ii) Amended Distribution Agreement, dated June 11, 2019⁽¹¹⁾

(f)	Not applicable

(g)	Form of Master Custodian Agreement ⁽³⁾

(h)	(i) Amended and Restated Administration Agreement between the Fund and Advisor⁽⁸⁾

(ii) Form of Transfer Agency and Service Agreement⁽³⁾

(iii) Amended Shareholder Services Plan⁽¹¹⁾

(iv) Amended Fee Waiver Agreement, dated June 30, 2021⁽¹³⁾

(v) 12d1-4 Fund of Funds Investment Agreement between the Registrant and Schwab Capital Trust and Schwab Annuity Portfolios, dated as of May 25, 2022.*

(i)	Opinion of Venable LLP⁽⁷⁾

(j)	Consent of Independent Registered Public Accounting Firm⁽¹³⁾

(k)	Not applicable

(l)	(i) Investment Representation Letter ⁽²⁾

(ii) Form of Investment Representation Letter, dated September 30, 2004⁽⁴⁾

(m)	Amended Distribution and Service Plan⁽¹⁰⁾

(n)	Amended Multi-Class Plan⁽¹²⁾

(p)	Code of Ethics, amended July 2021⁽¹³⁾

(1)	Incorporated by reference to Registrant’s Initial Registration Statement on Form N-1A filed with the Securities and Exchange Commission (the Commission) on February 19, 1997 (Accession Number 0000950117-97-000244).

(2)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 1 to its Registration Statement on Form N-1A filed with the Commission on October 22, 1997 (Accession Number 000950117-97-001713).

(3)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 6 to its Registration Statement on Form N-1A filed with the Commission on April 27, 2001 (Accession Number 0000950117-01-500111).

(4)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 12 to its Registration Statement on Form N-1A filed with the Commission on September 16, 2004 (Accession Number 0000950117-04-003310).

(5)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 18 to its Registration Statement on Form N-1A filed with the Commission on September 28, 2007 (Accession Number 0001193125-07-209787).

(6)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 23 to its Registration Statement on Form N-1A filed with the Commission on April 29, 2011 (Accession Number 0001193125-11-118385).

(7)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 39 to its Registration Statement on Form N-1A filed with the Commission on March 31, 2017 (Accession No. 0001193125-17-106813).

(8)	Incorporated by reference to Registrant’s Registration Statement on Form N-14 filed with the Commission on December 12, 2017 (Accession No. 0001193125-17-367590).

(9)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 41 to its Registration Statement on Form N-1A filed with the Commission on April 27, 2018 (Accession No. 0001193125-18-139268).

(10)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 43 to its Registration Statement on Form N-1A filed with the Commission on April 30, 2019 (Accession No. 0001193125-19-129761).

(11)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 45 to its Registration Statement on Form N-1A filed with the Commission on April 29, 2020 (Accession No. 0001683863-20-007013).

(12)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 47 to its Registration Statement on Form N-1A filed with the Commission on April 30, 2021 (Accession No. 0001193125-21-144839).

(13)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 48 to its Registration Statement on Form N-1A filed with the Commission on April 29, 2022 (Accession No. 0001193125-22-131584).

*	Filed herewith.

ITEM 29.

PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Not applicable.

ITEM 30.

INDEMNIFICATION

It is the Registrant’s policy to indemnify its directors and officers to the maximum extent permitted by Section 2-418 of the General Corporation Law of the State of Maryland as set forth in Article EIGHTH of Registrant’s Articles of Incorporation, filed as Exhibit (1) to the Registrant’s Initial Registration Statement filed on February 19, 1997, and Article VIII, Section 1, of the Registrant’s By-Laws, filed as Exhibit (b) to Post-Effective Amendment No. 23 to the Registrant’s Registration Statement filed on April 29, 2011. The liability of the Registrant’s directors and officers is dealt with in Article EIGHTH of Registrant’s Articles of Incorporation and Article VIII, Section 1 through Section 6, of the Registrant’s By-Laws. The liability of Cohen & Steers Capital Management, Inc., in its capacity as the Registrant’s investment advisor (the “Advisor”), for any loss suffered by the Registrant or its shareholders is set forth in Section 4 of the Investment Advisory Agreement, filed as Exhibit 5 to Registrant’s Initial Registration Statement filed on February 19, 1997. The liability of Cohen & Steers Capital Management, Inc., in its capacity as the Registrant’s administrator, for any loss suffered by the Registrant or its shareholders is set forth in Section 6 of the Amended and Restated Administration Agreement, filed as Exhibit (13)(c) to the Registrant’s Registration Statement on Form N-14 filed on December 12, 2017. The liability of Cohen & Steers Securities, LLC, the Registrant’s distributor, for any loss suffered by the Registrant or its shareholders is set forth in Section 13 of the Amended Distribution Agreement filed as Exhibits (e)(ii) to Post-Effective Amendment No. 45 to the Registrant’s Registration Statement filed on April 29, 2020.

Insofar as indemnification for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to the directors and officers, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities under the Securities Act (other than for expenses incurred in a successful defense) is asserted against the Registrant by the directors or officers in connection with the Registrant’s shares, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

ITEM 31.

BUSINESS AND OTHER CONNECTION OF INVESTMENT ADVISOR

This information is set forth under the caption “Management of the Fund” in the Prospectus and in the Statement of Additional Information constituting Parts A and B, respectively, of this Registration Statement.

The following is a list of the directors and officers of the Advisor. Unless otherwise indicated, none of the persons listed below has had other business connections of a substantial nature during the past two fiscal years other than as stated in the Prospectus forming Part A of this Registration Statement or in response to Item 32(b) below.


Name	Title	Other Business/Position Held/Dates
Joseph M. Harvey	Chief Executive Officer, President and Director	*

Adam M. Derechin	Executive Vice President and Chief Operating Officer	*

Matthew S. Stadler	Executive Vice President and Chief Financial Officer	*

Francis C. Poli	Executive Vice President, General Counsel and Secretary	*

Jon Cheigh	Executive Vice President and Chief Investment Officer	*

Robert Steers	Executive Chairman	*

Gerios Rovers	Executive Director	*

Alicia Dee	Executive Vice President and Chief Human Resources Officer	*

Douglas R. Bond	Executive Vice President	*

William F. Scapell	Executive Vice President	*

James Giallanza	Executive Vice President	*

Benjamin Morton	Executive Vice President	*

Matthew Pace	Executive Vice President	*

Daniel Charles	Executive Vice President	*

Daniel Longmuir	Executive Vice President	*

Greg Bottjer	Executive Vice President	*

James Corl	Executive Vice President	*

Christopher Parliman	Executive Vice President and Chief Operating Officer of Investments	*

Jeffrey Sharon	Executive Vice President	*

Jason Yablon	Executive Vice President	*

Paul Zettl	Executive Vice President	*

Brian Heller	Senior Vice President and Corporate Counsel	*

Elena Dulik	Senior Vice President and Chief Accounting Officer	*

William Alstrin	Senior Vice President	*

Christopher Barrett	Senior Vice President	*

Neil Bloom	Senior Vice President	*

Brandon Brown	Senior Vice President	*

Michelle Butler	Senior Vice President	*

Brian Carlisle	Senior Vice President	*

Wai Ming Chan	Senior Vice President	*

Vincent Childers	Senior Vice President	*

Kristen Choi	Senior Vice President	*

Colleen Cleary	Senior Vice President	*

Adam Collins	Senior Vice President	*

Emily Conte	Senior Vice President	*

David Conway	Senior Vice President	*

Brian Cordes	Senior Vice President	*


Anthony Corriggio	Senior Vice President	*

Gavin Daly	Senior Vice President	*

Edward Delk	Senior Vice President and Global Chief Compliance Officer	*

Dana A. DeVivo	Senior Vice President and Associate General Counsel	*

Jerry Dorost	Senior Vice President	*

Amy Duling	Senior Vice President	*

Austin Fagen	Senior Vice President	*

Dane Garrood	Senior Vice President	*

Leonard Geiger	Senior Vice President	*

Marcia Glass	Senior Vice President	*

Michael Graveline	Senior Vice President	*

Khushbu Gupta	Senior Vice President	*

Daniel Hafford	Senior Vice President	*

Marc Haynes	Senior Vice President	*

Daniel Hemberger	Senior Vice President	*

Andrew Humble	Senior Vice President	*

Khalid Husain	Senior Vice President	*

Melissa Iorio	Senior Vice President	*

Takeshi Itai	Senior Vice President	*

Yigal Jhirad	Senior Vice President	*

Jason Johnson	Senior Vice President	*

Matthew Karcic	Senior Vice President	*

Damon Karras	Senior Vice President	*

Louisa Kasper	Senior Vice President	*

Stephen Kenneally	Senior Vice President	*

Mathew Kirschner	Senior Vice President	*

Nicholas Koutsoftas	Senior Vice President	*

Albert Laskaj	Senior Vice President	*

Wai Lim Leung	Senior Vice President	*

Mary Liftin	Senior Vice President	*

Michael Loftus	Senior Vice President	*

Kevin Lotti	Senior Vice President	*

James McAdams	Senior Vice President and Controller	*

Brian Meta	Senior Vice President	*

Sharanya Mitchell	Senior Vice President	*

Stephen Murphy	Senior Vice President and Deputy Chief Compliance Officer	*

Mary Ruth Newman	Senior Vice President	*

Michael Nolan	Senior Vice President	*

Diana Noto	Senior Vice President	*

Pretash Nuculaj	Senior Vice President	*

Jeffrey Palma	Senior Vice President	*

Ronald Pucillo	Senior Vice President	*

Rogier Quirijns	Senior Vice President	*

Kevin Rochefort	Senior Vice President	*

Tyler Rosenlicht	Senior Vice President	*

Benjamin Ross	Senior Vice President	*


Christian Rusu	Senior Vice President	*

Evan Serton	Senior Vice President	*

Janine Seto-Moy	Senior Vice President	*

Alexander Shafran	Senior Vice President	*

James Shields	Senior Vice President	*

Rodirgo Soto	Senior Vice President	*

Kim Spellman	Senior Vice President	*

Hamid Tabib	Senior Vice President	*

Michael Hart	Senior Vice President	*

Ted Valenti	Senior Vice President	*

Pascal Van Garderen	Senior Vice President	*

Jason Vinikoor	Senior Vice President	*

Charles Wenzel	Senior Vice President	*

Michiru Wisely	Senior Vice President	*

Elaine Zaharis-Nikas	Senior Vice President	*

Christopher Balisky	Vice President	*

Jonathan Beshel	Vice President	*

Christopher Boland	Vice President	*

Ryan Bolton	Vice President	*

Jillian Boyer	Vice President	*

Jonathan Brailey	Vice President	*

Gabriel Buerkle	Vice President	*

Andrew Burd	Vice President	*

Peter Burnside	Vice President	*

Brian Casey	Vice President	*

Thomas Cassidy	Vice President	*

Keith Caswell	Vice President	*

William Cheng	Vice President	*

Catherine Cheng	Vice President	*

William Cheng	Vice President	*

Sean Cooney	Vice President	*

Alan Cooper	Vice President	*

Gregory Crawford	Vice President	*

Thuy Quynh Dang	Vice President	*

Matthew Darwin	Vice President	*

Christopher NeNunzio	Vice President	*

Yan Lin Ding	Vice President	*

Siyu Dong	Vice President	*

David Driscoll	Vice President	*

Jessen Fahey	Vice President	*

Mary Kathleen Flores	Vice President	*

William Formosa	Vice President	*

Steven Frank	Vice President	*

Celine Fung	Vice President	*

Kristin Garbarino	Vice President	*

Christopher Gasta	Vice President	*


John Geoghan	Vice President	*

Ryan Grealy	Vice President	*

Steven Grise	Vice President	*

Joseph Handelman	Vice President	*

Michael Hart	Vice President	*

Natalie Hedlund	Vice President	*

Elizabeth Deisler	Vice President	*

Christopher Jerejian	Vice President	*

Ryan Johann	Vice President	*

Robert Kastoff	Vice President	*

Colin Keane	Vice President	*

Charlotte Keenan	Vice President	*

Roberty Kennedy	Vice President	*

Michael King	Vice President	*

Stefanny Kisiel	Vice President	*

Harrison Klein	Vice President	*

Chi Yeung Ko	Vice President	*

Eric Kristenson	Vice President	*

Shirley Lam	Vice President	*

Kelly Lam	Vice President	*

Hin Fai Lam	Vice President	*

Alexander Laskey	Vice President	*

Celine Fung	Vice President	*

Alexander Laskey	Vice President	*

Joseph Lee	Vice President	*

Wincheng Lin	Vice President	*

Sean Magrath	Vice President	*

Kristine Manzi	Vice President	*

Matthew McAvoy	Vice President	*

Jamaal McDell	Vice President	*

Michael McGarry	Vice President	*

Raquel McLean	Vice President	*

Humberto Medina	Vice President	*

Ryan Medlock	Vice President	*

Bennett Meier	Vice President	*

Myra Mercado	Vice President	*

Michele Meyer	Vice President	*

Marcel Miu	Vice President	*

Taylor Mizzi	Vice President	*

Margaret Mo	Vice President	*

David Moonasar	Vice President	*

John Muth	Vice President	*

Christopher Nelson	Vice President	*

Natalie Okorie	Vice President	*

Alex Overby	Vice President	*

Saagar Parikh	Vice President	*


Jimmy Parsard	Vice President	*

Shruti Patel	Vice President	*

Christopher Pietretti	Vice President	*

Jeffrey Pike	Vice President	*

Damien Porras	Vice President	*

Anthony Puma	Vice President	*

Stephen Quan	Vice President	*

Allie Quine	Vice President	*

Brian Quinn	Vice President	*

Eldar Radovici	Vice President	*

Danielle Rizzaro	Vice President	*

Bobbi Lynn Roberts	Vice President	*

Boris Royzen	Vice President	*

Hideya Sakai	Vice President	*

Zarna Sanghvi	Vice President	*

Michael Schell	Vice President	*

Arun Sharma	Vice President	*

Joshua Silverman	Vice President	*

Dany Smith	Vice President	*

Kevin Sutccliffe	Vice President	*

Faezeh Taghvaee	Vice President	*

Lorraine Tutovic	Vice President	*

Daniel Tyshovnytsky	Vice President	*

Regina Vaitzman	Vice President	*

Jan Willem Van Kranenburg	Vice President	*

Brendan Walters	Vice President	*

Kryshna Wright	Vice President	*

Yue Zhang	Vice President	*

Jiyang Zhang	Vice President	*

ITEM 32.

PRINCIPAL UNDERWRITERS

(a) Cohen & Steers Securities, LLC is the principal underwriter for the Registrant. The names of each investment company (in addition to the Registrant) for which Cohen & Steers Securities, LLC acts as principal underwriter are:

Cohen & Steers Institutional Realty Shares, Inc.

Cohen & Steers International Realty Fund, Inc.

Cohen & Steers Real Assets Fund, Inc.

Cohen & Steers Real Estate Securities Fund, Inc.

Cohen & Steers Realty Shares, Inc.

Cohen & Steers Global Infrastructure Fund, Inc.

Cohen & Steers Preferred Securities and Income Fund, Inc.

Cohen & Steers MLP & Energy Opportunity Fund, Inc.

Cohen & Steers Alternative Income Fund. Inc.

Cohen & Steers Low Duration Preferred and Income Fund, Inc.

Cohen & Steers Preferred Securities and Income SMA Shares, Inc.

(b) The following are directors and officers of Cohen & Steers Securities, LLC. The principal address of these persons is 280 Park Avenue, New York, NY 10017.


Name	Position and Offices with Distributor	Position and Offices with Registrant
Francis C. Poli	President, Chief Legal Officer and Director	Assistant Secretary

Matthew S. Stadler	Chief Financial Officer, Treasurer and Director	None

Stephen Murphy	Chief Compliance Officer	Chief Compliance Officer and Vice President

Dana A. DeVivo	Secretary	Secretary and Chief Legal Officer

Adam M. Derechin	Vice President	Director

James McAdams	Assistant Treasurer	None

Brian Heller	Assistant Secretary	None

ITEM 33.

LOCATION OF ACCOUNTS AND RECORDS

The majority of the accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules thereunder will be maintained as follows: journals, ledgers, securities records and other original records will be maintained principally at the offices of the Registrant’s Sub-Administrator and Custodian, State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111. All other records so required to be maintained will be maintained at the offices of Cohen & Steers Capital Management, Inc., 280 Park Avenue, New York, NY 10017.

ITEM 34.

MANAGEMENT SERVICES

Not applicable.

ITEM 35.

UNDERTAKINGS

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act and the 1940 Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York, on the 17^th day of November, 2022.

COHEN & STEERS GLOBAL REALTY SHARES, INC.

/s/ James Giallanza

James Giallanza

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.


SIGNATURE	TITLE	DATE

By: /s/ JAMES GIALLANZA	President and Chief Executive Officer (Principal Executive Officer)	November 17, 2022
(JAMES GIALLANZA)

By: /s/ ALBERT LASKAJ	Treasurer and Chief Financial Officer (Principal Financial Officer)	November 17, 2022
(ALBERT LASKAJ)

*	Chairman and Director	November 17, 2022
(JOSEPH M. HARVEY)

*	Director	November 17, 2022
(ADAM M. DERECHIN)

*	Director	November 17, 2022
(MICHAEL G. CLARK)

*	Director	November 17, 2022
(DEAN A. JUNKANS)

*	Director	November 17, 2022
(GEORGE GROSSMAN)

*	Director	November 17, 2022
(GERALD J. MAGINNIS)

*	Director	November 17, 2022
(JANE F. MAGPIONG)

*	Director	November 17, 2022
(DAPHNE L. RICHARDS)

*	Director	November 17, 2022
(RAMONA ROGERS-WINDSOR)



*By:	/s/ DANA A. DEVIVO	November 17, 2022
Dana A. DeVivo ATTORNEY-IN-FACT

Index of Exhibits


(h)(v)		12d1-4 Fund of Funds Investment Agreement between the Registrant and Schwab Capital Trust and Schwab Annuity Portfolios, dated as of May 25, 2022.

EX-99.(H)(V) 2 d413037dex99hv.htm EX-99.(H)(V) EX-99.(h)(v)

Exhibit (h)

Cohen & Steers

May 25, 2022

FUND OF FUNDS INVESTMENT AGREEMENT

THIS AGREEMENT, dated as of May 25, 2022, between Schwab Capital Trust and Schwab Annuity Portfolios (collectively, the “Schwab Trust”), each a business trust organized under the laws of the Commonwealth of Massachusetts, each on behalf of its series identified on Schedule A, severally and not jointly (each, an “Acquiring Fund”), and the registered investment companies advised by Cohen & Steers Capital Management, Inc., each identified on Schedule B, severally and not jointly (each, an “Acquired Fund”).

WHEREAS, each Acquiring Fund and each Acquired Fund is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment company under the Investment Company Act of 1940, as amended, (the “1940 Act”);

WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies, Section 12(d)(1)(B) limits the extent to which a registered investment company, its principal underwriter or registered brokers or dealers may knowingly sell shares of such registered investment company to other investment companies, and Section 12(d)(1)(C) limits the extent to which an investment company may invest in the shares of a registered closed-end investment company;

WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limits of Section 12(d)(1) of the 1940 Act subject to compliance with the conditions of the Rule; and

WHEREAS, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations of Section 12(d)(1)(A) in reliance on the Rule;

NOW THEREFORE, in accordance with the Rule, the Acquiring Funds and the Acquired Funds desire to set forth the following terms pursuant to which the Acquiring Funds may invest in the Acquired Funds in reliance on the Rule.

1.	Terms of Investment

(a) In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist the Acquired Fund’s investment adviser with making the required findings under the Rule, each Acquiring Fund and each Acquired Fund agree as follows:

(i) In-kind redemptions. The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Fund’s registration statement, as amended from time to time, the Acquired Fund may honor any redemption request partially or wholly in-kind.

(ii) Advance notice of redemptions. The Acquiring Fund will use reasonable efforts to spread large redemption requests (greater than 2% of the Acquired

Fund’s total outstanding shares) over multiple days or to provide advance notification of redemption requests to the Acquired Fund(s) whenever practicable and consistent with the Acquiring Fund’s best interests. The Acquired Fund acknowledges and agrees that any notification provided pursuant to the foregoing is not a commitment to redeem and constitutes an estimate that may differ materially from the amount, timing and manner in which a redemption request is submitted, if any.

(iii) Scale of investment. The Acquiring Fund and its “advisory group”, as such term is defined in the Rule, shall not control (individually or in the aggregate) an Acquired Fund. Upon a reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investments in the Acquired Fund. The Acquiring Fund shall provide reasonable advance notice of its intent to purchase or otherwise acquire securities issued by an Acquired Fund in excess of the limits in Section 12(d)(1)(A)(i) of the 1940 Act.

(iv) Passive Investment Intent. The Acquiring Fund and its “advisory group”, as such term is defined in the Rule are only permitted to hold securities of an Acquired Fund in the ordinary course of business that were not acquired and are not held for the purpose of changing or influencing the management or policies of the Acquired Fund.

(v) Voting. To the extent required by Rule 12d1-4, the Acquiring Fund and its “advisory group”, as such term is defined in the Rule, shall vote its securities held of the Acquired Fund in the same proportion as the vote of all other holders of such securities.

(b) In order to assist the Acquiring Fund’s investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule. In accordance with the foregoing and in recognition of each Acquired Fund’s obligations regarding disclosure of material nonpublic information under applicable laws, rules and regulations, including without limitation Regulation FD, the Acquiring Fund and Acquired Fund agree that the information on the fees and expenses of each Acquired Fund shall be provided through delivery of or access to publicly available documents.

2.	Representations of the Acquired Funds

In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

3.	Representations of the Acquiring Funds.

(a)

In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

(b)

The Acquiring Fund represents, warrants, certifies, covenants and agrees that any securities of the Acquired Fund held or to be held by it, or its “advisory group” (as such term is defined in the Rule), are held or will be held in the ordinary course of business and that such securities were not and will not be acquired and are not and will not be held for the purpose of changing or influencing the management or policies of the Acquired Fund.

4.	Indemnification

(a) Each Acquiring Fund agrees to hold harmless and indemnify an Acquired Fund, including any directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or claims or actions (“Claims”) asserted against the Acquired Fund, including any directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by the Acquiring Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims.

(b) Each Acquired Fund agrees to hold harmless and indemnify an Acquiring Fund, including any directors or trustees, officers, employees and agents, against and from any Claims asserted against the Acquiring Fund, including any directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by the Acquired Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims.

Notices

All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered or overnight mail, or electronic mail to the address for each party specified below.

If to the Acquiring Fund:

Mark Fischer

Chief Financial Officer

Schwab Capital Trust

Schwab Annuity Portfolios

211 Main Street

San Francisco, CA 94105

Email: mark.d.fischer@schwab.com

With a copy to:

Chief Counsel

Charles Schwab Investment Management, Inc.

211 Main Street

San Francisco, CA 94105

If to the Acquired Fund:

Dana A. DeVivo

Cohen & Steers Capital Management, Inc.

280 Park Ave, Fl. 10

New York, NY 10017

Email: fundlegalgroup@cohenandsteers.com

With a copy to:

Fund Legal Group

280 Park Ave, Fl. 10

New York, NY 10017

Email: fundlegalgroup@cohenandsteers.com

6.	Term and Termination; Assignment; Amendment; Governing Law

(a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 6(b). Notwithstanding any provision of this Agreement to the contrary, the obligations set forth in Section 3(b) hereof shall apply as of and beginning on the date hereof, and shall continue in effect for the term of this Agreement and thereafter as set forth in Section 6(c) hereof, regardless of whether the Acquiring Fund has made an investment in an Acquired Fund in reliance on the Rule.

(b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund otherwise than in accordance with Section 6(c). Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto.

(c)

If this Agreement is terminated pursuant to Section 6(b) hereof with respect to an Acquiring Fund and corresponding Acquired Fund, the obligations set forth in Section 1(a)(iv), Section 1(a)(v) and Section 3(b) of the respective Acquiring Fund shall survive and remain continuing obligations of such Acquiring Fund so long as the Acquiring Fund holds voting securities of the applicable Acquired Fund.

(d)

This Agreement may not be assigned by either party without the prior written consent of the other.

(e) This Agreement may be amended only by a writing that is signed by each affected party.

(f) This Agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to its choice of law principles.

(g) In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund(s) involved in the matter in controversy and not to any other series of the Acquiring Funds.

(h) In any action involving the Acquired Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Fund(s) that involved in the matter in controversy and not to any other series of the Acquired Funds.

(i) Schwab Trust Liability. A copy of the Declaration of Trust of the Schwab Trust, as amended, is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of the Schwab Trust or Acquiring Fund(s) shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the Schwab Trust.

(j) The Acquiring Fund and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

7.	Use of Name; Miscellaneous

(a) The Acquired Fund(s) hereby consents to the following information being included in the Acquiring Funds’ disclosure documents, shareholder communications, advertising, sales literature and similar communications: (a) the Acquired Fund’s name and the names of their affiliates and (b) a description of the Acquired Fund’s investment strategy and risks. No Acquired Fund shall use the name or any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof of the Schwab Trust, an Acquiring Fund or any of their affiliates in its marketing materials unless it first receives prior written approval of the relevant Acquiring Fund and such Acquiring Fund’s investment adviser.

(b) It is understood that the name of each party to this Agreement, and any derivatives thereof or logos associated with that name is the valuable property of the party in question and/or its affiliates, and that each other party has the right to use such names pursuant to

the relationship created by this Agreement only so long as this Agreement shall continue in effect. Upon termination of this Agreement, the parties shall forthwith cease to use the names of the other parties (or any derivative or logo) as appropriate and to the extent that continued use is not required by applicable laws, rules and regulations.

(c) Counterparts. This Agreement may be executed in two or more counterparts, each of which is deemed an original but all of which together constitute one and the same instrument.

(d) Severability. If any provision of this Agreement is determined to be invalid, illegal, in conflict with any law or otherwise unenforceable, the remaining provisions hereof will be considered severable and will not be affected thereby, and every remaining provision hereof will remain in full force and effect and will remain enforceable to the fullest extent permitted by applicable law.

(e) Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

SCHWAB CAPITAL TRUST

SCHWAB ANNUITY PORTFOLIOS, on behalf of each of the Acquiring Funds listed on Schedule A, Severally and Not Jointly



Signature:		/s/ Mark Fischer
Name:		Mark Fischer
Title:		CFO

COHEN & STEERS CAPITAL MANAGEMENT, INC., on behalf of each of the Acquired Funds listed on Schedule B, Severally and Not Jointly



Signature:		/s/ Francis C. Poli
Name:		Francis C. Poli
Title:		Executive Vice President, General Counsel and Secretary

SCHEDULE A

Acquiring Funds

Schwab Capital Trust

Schwab Balanced Fund

Schwab MarketTrack All Equity Portfolio

Schwab MarketTrack Balanced Portfolio

Schwab MarketTrack Conservative Portfolio

Schwab MarketTrack Growth Portfolio

Schwab Monthly Income Fund - Enhanced Payout

Schwab Monthly Income Fund - Maximum Payout

Schwab Monthly Income Fund - Moderate Payout

Schwab Target 2010 Fund

Schwab Target 2015 Fund

Schwab Target 2020 Fund

Schwab Target 2025 Fund

Schwab Target 2030 Fund

Schwab Target 2035 Fund

Schwab Target 2040 Fund

Schwab Target 2045 Fund

Schwab Target 2050 Fund

Schwab Target 2055 Fund

Schwab Target 2060 Fund

Schwab Target 2065 Fund

Schwab Target 2010 Index Fund

Schwab Target 2015 Index Fund

Schwab Target 2020 Index Fund

Schwab Target 2025 Index Fund

Schwab Target 2030 Index Fund

Schwab Target 2035 Index Fund

Schwab Target 2040 Index Fund

Schwab Target 2045 Index Fund

Schwab Target 2050 Index Fund

Schwab Target 2055 Index Fund

Schwab Target 2060 Index Fund

Schwab Target 2065 Index Fund

Schwab Annuity Portfolios

Schwab VIT Balanced Portfolio

Schwab VIT Balanced with Growth Portfolio

Schwab VIT Growth Portfolio

SCHEDULE B

Acquired Funds

Cohen & Steers Preferred Securities and Income Fund, Inc.

Cohen & Steers Realty Shares, Inc.

Cohen & Steers Global Realty Shares, Inc.