AMENDMENT NO. 1
TO
INVESTMENT ADVISORY AGREEMENT
▇▇▇▇▇ & STEERS REALTY SHARES, INC.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
March 13, 1997
▇▇▇▇▇ & STEERS CAPITAL MANAGEMENT, INC.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
We, the undersigned ▇▇▇▇▇ & Steers Realty Shares, Inc., hereby amend our
agreement with you dated June 28, 1991 (the 'Agreement') as follows:
Effective April 1, 1997, the first sentence of Paragraph 5 of the
Agreement shall be stricken and replaced by the following:
'In consideration of the foregoing, we will pay you a monthly fee
at an annualized rate of .85 of 1% of our average daily nets
assets up to $2.5 billion, plus .75 of 1% of such assets in
excess of $2.5 billion.'
In all other respects, the Agreement shall remain in effect without change.
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,
▇▇▇▇▇ & STEERS REALTY SHARES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
...................................
NAME: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
TITLE: Chairman
Agreed to and accepted as of
the date first set forth above
▇▇▇▇▇ & STEERS CAPITAL MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
.................................
NAME: ▇▇▇▇▇▇ ▇▇▇▇▇
TITLE: President