<PAGE>
<PAGE>
Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
COHEN & STEERS REALTY SHARES, INC.
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
<PAGE>
<PAGE>
COHEN & STEERS REALTY SHARES, INC.
757 THIRD AVENUE, NEW YORK, NEW YORK 10017
(212) 832-3232
------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
APRIL 23, 1997
------------------------
To the Stockholders of
COHEN & STEERS REALTY SHARES, INC.:
NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders (the
'Meeting') of Cohen & Steers Realty Shares, Inc. (the 'Fund') will be held at
410 Park Avenue, New York, New York 10022, on April 23, 1997 at 10:00 a.m., for
the following purposes, all of which are more fully described in the
accompanying Proxy Statement dated February 24, 1997:
1. To elect six Directors of the Fund, each to hold office for an
indefinite period and until his successor is duly elected and qualified;
2. To eliminate the fundamental investment restriction prohibiting the
Fund from purchasing more than 10% of the voting securities of any issuer;
3. To amend the Fund's fundamental investment restrictions to permit
the Fund to invest up to 15% of its net assets in illiquid securities;
4. To amend the Fund's fundamental investment restrictions to permit
the Fund to invest in financial futures contracts, options thereon and
similar instruments; and
5. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Directors have fixed the close of business on February 21, 1997 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Meeting or any adjournment thereof. The enclosed proxy is being
solicited on behalf of the Directors.
By order of the Board of Directors,
ROBERT H. STEERS
Secretary
New York, New York
February 24, 1997
YOUR VOTE IS IMPORTANT
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN
AND DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED SATES. IN ORDER TO SAVE THE FUND ANY ADDITIONAL EXPENSE OF
FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY PROMPTLY.
<PAGE>
<PAGE>
PROXY STATEMENT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Introduction............................................................................................... 1
Proposal One: To Elect Directors........................................................................... 2
Proposal Two: To Eliminate the Fundamental Investment Restriction Prohibiting the Fund From Purchasing More
Than 10% of the Voting Securities of Any Issuer.......................................................... 4
Proposal Three: To Amend the Fund's Fundamental Investment Restrictions to Permit the Fund to Invest up to
15% of its Net Assets in Illiquid Securities............................................................. 5
Proposal Four: To Amend the Fund's Fundamental Investment Restrictions to Permit the Fund to Invest in
Financial Futures Contracts, Options Thereon and Similar Instruments..................................... 5
Certain Information Regarding the Adviser and the Administrator............................................ 6
Officers of the Fund....................................................................................... 6
Solicitation of Proxies.................................................................................... 6
Other Matters.............................................................................................. 7
Votes Required............................................................................................. 7
Appendix A................................................................................................. A-1
</TABLE>
i
<PAGE>
<PAGE>
PROXY STATEMENT
COHEN & STEERS REALTY SHARES, INC.
757 THIRD AVENUE
NEW YORK, NEW YORK 10017
(212) 832-3232
------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
APRIL 23, 1997
------------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Cohen & Steers Realty Shares,
Inc., a Maryland corporation (the 'Fund'), to be voted at the Special Meeting of
Stockholders of the Fund, to be held at 410 Park Avenue, New York, New York
10022, on April 23, 1997 at 10:00 a.m., and at any adjournments thereof
(collectively, the 'Meeting'). Such solicitation will be by mail and the cost
cluding printing and mailing this Proxy Statement, meeting notice and form of
proxy, as well as any necessary supplementary solicitation) will be borne
by the Fund pursuant to the terms of the investment advisory agreement referred
to below. See 'Solicitation of Proxies' below. The Notice of Meeting, Proxy
Statement and Proxy are being mailed to stockholders on or about February 26,
1997.
The presence in person or by proxy of the holders of record of one-third of
the shares of the Fund entitled to vote thereat shall constitute a quorum at the
Meeting. If, however, such quorum shall not be present or represented at the
Meeting or if fewer shares are present in person or by proxy than is the minimum
required to take action with respect to any proposal presented at the Meeting,
the holders of a majority of the shares of the Fund present in person or by
proxy shall have the power to adjourn the Meeting from time to time, without
notice other than announcement at the Meeting, until the requisite amount of
shares entitled to vote at the Meeting shall be present. At any such adjourned
Meeting, if the relevant quorum is subsequently constituted, any business may be
transacted which might have been transacted at the Meeting as originally called.
For purposes of determining the presence of a quorum for transacting business at
the Meeting, abstentions and broker 'non-votes' (that is, proxies from brokers
or nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will be treated as shares that are present but which have not been voted. For
this reason, abstentions and broker non-votes will have the effect of a 'no'
vote for purposes of obtaining the requisite approval of each proposal.
The Board of Directors has fixed the close of business on February 21, 1997
as the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting and at any adjournments thereof. The outstanding
voting shares of the Fund as of February 21, 1997 consisted of shares
of common stock, each share being entitled to one vote. All properly executed
proxies received prior to the Meeting will be voted at the Meeting in accordance
with the instructions marked thereon or as otherwise provided therein.
Accordingly, unless instructions to the contrary are marked, proxies will be
voted for the election of the Directors, for the elimination of the fundamental
investment restriction prohibiting the Fund from purchasing more than 10% of the
voting securities of
<PAGE>
<PAGE>
any issuer, for the amendment of the Fund's fundamental investment restrictions
to permit the Fund to invest up to 15% of its net assets in illiquid securities,
and for the amendment of the fundamental investment restrictions to permit the
Fund to invest in financial futures contracts, options thereon and similar
instruments. Any stockholder may revoke his proxy at any time prior to exercise
thereof by giving written notice to the Secretary of the Fund at its offices at
757 Third Avenue, New York, New York 10017, or by signing another proxy of a
later date or by personally casting his vote at the Meeting.
The most recent annual and semi-annual reports of the Fund, including
financial statements, have been previously mailed to stockholders. If you have
not received these reports or would like to receive additional copies free of
charge, please contact the Fund at 757 Third Avenue, New York, New York 10017,
(800) 437-9912 and they will be sent promptly by first-class mail.
PROPOSAL ONE
TO ELECT DIRECTORS
At the Meeting, six Directors will be elected to serve, each for an
indefinite period of time and until his successor is duly elected and qualified.
The nominees are Gregory C. Clark, Martin Cohen, George Grossman, Jeffrey H.
Lynford, Willard H. Smith Jr. and Robert H. Steers. It is the intention of the
persons named in the enclosed proxy to nominate and vote in favor of the
nominees.
Each of the nominees has consented to serve as a Director. All nominees are
currently Directors of the Fund. The Board of Directors of the Fund knows of no
reason why any of the nominees would be unable to serve, but in the event of
such unavailability, the proxies received will be voted for such substitute
nominees as the Board of Directors may recommend.
<TABLE>
<CAPTION>
APPROXIMATE
NUMBER OF SHARES
YEAR BENEFICIALLY
NAME, POSITIONS AND OFFICES WITH THE FUND, AGE, FIRST OWNED DIRECTLY OR
OTHER DIRECTORSHIPS AND OCCUPATIONS DURING BECAME A INDIRECTLY AS OF
THE PAST FIVE YEARS DIRECTOR 12/31/96
- ---------------------------------------------------------------------------------- -------- -----------------
<S> <C> <C>
Gregory C. Clark* ................................................................ 1991 153
Director, 50. Director, Cohen & Steers Total Return Realty Fund, Inc. ('CSTRR')
and Cohen & Steers Realty Income Fund, Inc. ('CSRIF'). Principal of Wellspring
Management Group, Inc. Mr. Clark's address is P.O. Box 5697, Snowmass Village,
Colorado.
Martin Cohen** ................................................................... 1991 36,987`D'`D'
Director and President, 48. Director, CSTRR and CSRIF, President of Cohen &
Steers Capital Management, Inc., the Fund's investment adviser. Mr. Cohen's
address is 757 Third Avenue, New York, New York.
George Grossman* ................................................................. 1991 0
Director, 43. Director, CSTRR and CSRIF. Attorney at law. Mr. Grossman's address
is 17 Elm Place, Rye, New York.
Jeffrey H. Lynford* .............................................................. 1991 0
Director, 49. Director, CSTRR and CSRIF. Chairman of Wellsford Residential
Property Trust and of Wellsford Group, Inc. Mr. Lynford is also a Trustee of the
National Trust for Historic Preservation. Mr. Lynford's address is 375 Park
Avenue, New York, New York.
</TABLE>
(table continued on next page)
2
<PAGE>
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
APPROXIMATE
NUMBER OF SHARES
YEAR BENEFICIALLY
NAME, POSITIONS AND OFFICES WITH THE FUND, AGE, FIRST OWNED DIRECTLY OR
OTHER DIRECTORSHIPS AND OCCUPATIONS DURING BECAME A INDIRECTLY AS OF
THE PAST FIVE YEARS DIRECTOR 12/31/96
- ---------------------------------------------------------------------------------- -------- -----------------
<S> <C> <C>
Willard H. Smith Jr.* ............................................................ 1996 279
Director, 60. Director, CSTRR and CSRIF. Board member of Essex Property Trust,
Inc., Highwoods Properties, Inc., Realty Income Corporation and Willis Lease
Finance Corporation. Managing director at Merrill Lynch & Co., Equity Capital
Markets Division from 1983 to 1995. Mr. Smith's address is 7 Slayton Drive,
Short Hills, New Jersey.
Robert H. Steers** ............................................................... 1991 6,931`D'`D'
Director and Chairman, 44. Director, CSTRR and CSRIF, Chairman of Cohen & Steers
Capital Management, Inc., the Fund's investment adviser. Mr. Steers' address is
757 Third Avenue, New York, New York.
</TABLE>
- ------------
* Member of the Audit Committee.
** 'Interested person,' as defined in the Investment Company Act of 1940, of
the Fund because of the affiliation with Cohen & Steers Capital
Management, Inc., the Fund's investment adviser.
`D'`D' Includes 5,684 shares owned beneficially and of record by Cohen & Steers
Capital Management, Inc., the Fund's investment adviser.
---------------------------
During the Fund's fiscal year ended December 31, 1996, the Board of
Directors met four times. All of the Fund's Directors attended all of the
meetings of the Board of Directors. The Fund maintains an Audit Committee of the
Board of Directors which is composed of all the Directors who are not
'interested persons' of the Fund within the meaning of the Investment Company
Act of 1940 (the 'Act'). The Audit Committee met twice during the fiscal year
ended December 31, 1996. Directors of the Fund who are not interested persons of
the Fund are paid an annual retainer of $5,500 and a fee of $500 for each
meeting attended and are reimbursed for the expenses of attendance at such
meetings and, for the fiscal year ended December 31, 1996, such fees and
expenses paid by the Fund totaled $30,500.
As of February 21, 1997 the Directors and officers of the Fund as a group
less than 1% of the shares of the Fund. The Fund knows of no person who owns
beneficially more than 5% of the capital stock of the Fund.
COMPENSATION OF DIRECTORS AND CERTAIN OFFICERS. The following table sets
forth information regarding compensation of Directors by the Fund and by the
fund complex of which the Fund is a part for the fiscal year ended December 31,
1996. Officers of the Fund and Directors who are interested persons of the Fund
do not receive any compensation from the Fund or any other fund in the fund
complex which is a U.S. registered investment company. In the column headed
'Total Compensation From Registrant and Fund Complex Paid to Directors,' the
number in parentheses indicates the total number of boards in the fund complex
on which the Director serves.
3
<PAGE>
<PAGE>
COMPENSATION TABLE
FISCAL YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT
BENEFITS ESTIMATED TOTAL
AGGREGATE ACCRUED AS ANNUAL COMPENSATION FROM
COMPENSATION PART OF BENEFITS REGISTRANT AND
FROM FUND UPON FUND COMPLEX PAID
NAME OF PERSON, POSITION REGISTRANT EXPENSES RETIREMENT TO DIRECTORS
- ------------------------------------------------------ ------------ ----------- ----------- -----------------
<S> <C> <C> <C> <C>
Gregory C. Clark*, Director........................... $7,500 N/A N/A $ 22,500(3)
Martin Cohen**, Director and President................ $ 0 N/A N/A $ 0(3)
George Grossman*, Director............................ $7,500 N/A N/A $ 22,500(3)
Jeffrey H. Lynford*, Director......................... $7,500 N/A N/A $ 22,500(3)
Willard H. Smith Jr.*, Director....................... $5,625 N/A N/A $ 16,875(3)
Robert H. Steers**, Director and Chairman............. $ 0 N/A N/A $ 0(3)
</TABLE>
- ------------
* Member of the Audit Committee
** 'Interested Person,' as defined in the Act, of the Fund because of the
affiliation with Cohen & Steers Capital Management, Inc., the Fund's
investment adviser.
---------------------------
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS OF THE FUND VOTE
FOR THE ELECTION OF THE NOMINEES TO SERVE AS DIRECTORS OF THE FUND.
PROPOSAL TWO
TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION
PROHIBITING THE FUND FROM PURCHASING MORE THAN 10%
OF THE VOTING SECURITIES OF ANY ISSUER
One of the Fund's fundamental investment restrictions, which may not be
changed without the approval of the Fund's shareholders, provides that the Fund
may not purchase more than 10% of the voting securities of any issuer. Cohen &
Steers Capital Management, Inc., the Fund's investment adviser (the 'Adviser'),
believes that it would be in the best interests of the Fund and its shareholders
to eliminate this investment restriction. As the Fund's net assets have grown in
recent years, this restriction has in a number of cases prevented the Fund from
acquiring investment positions in the amounts deemed optimal by the Adviser. The
Adviser believes that eliminating this restriction would therefore provide
opportunities to enhance the Fund's investment return. The Fund's Board of
Directors has approved the Adviser's recommendation to eliminate this investment
restriction.
Another fundamental investment restriction of the Fund provides that the
Fund may not invest in companies for the purpose of exercising control. Approval
of this proposal will not affect the Fund's obligation to adhere to this
limitation. In addition, applicable tax regulations provide in effect that the
current 10% limitation will continue to apply with respect to 50% of the Fund's
total assets.
4
<PAGE>
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR PROPOSAL TWO. IF APPROVED, THE
PROPOSAL WILL TAKE EFFECT IMMEDIATELY. IF THE PROPOSAL IS NOT APPROVED, THE
CURRENT INVESTMENT RESTRICTION WILL REMAIN UNCHANGED.
PROPOSAL THREE
TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS
TO PERMIT THE FUND TO INVEST UP TO 15% OF
ITS ASSETS IN ILLIQUID SECURITIES
Under the Fund's fundamental investment restrictions, the Fund may not
invest in illiquid securities, as defined in the Fund's prospectus, if
immediately after such investment more than 10% of the Fund's net assets (taken
at market value) would be invested in such securities. This limitation was
required under Securities and Exchange Commission ('SEC') guidelines in effect
at the time the Fund was formed in 1991. In 1992, the SEC revised these
guidelines to allow open-end investment companies to place up to 15% of their
assets in illiquid securities.
The Fund's Board of Directors has concluded that it would be in the best
interests of the Fund and its shareholders to increase the Fund's limit on
investment in illiquid securities to 15% of the Fund's net assets, as permitted
under current SEC guidelines. Adoption of this proposal would enable the Fund to
be in a position to take advantage of investment opportunities that are
currently unavailable to it. The Board of Directors and the Adviser believe that
the Fund's ability to meet redemption requests will not be significantly
impaired if this proposal is adopted.
THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR PROPOSAL THREE. THE REVISED
INVESTMENT RESTRICTION, UPON SHAREHOLDER APPROVAL, WILL BECOME EFFECTIVE
IMMEDIATELY. IF THE PROPOSAL IS NOT APPROVED, THE CURRENT INVESTMENT RESTRICTION
WILL REMAIN UNCHANGED.
PROPOSAL FOUR
TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS
TO PERMIT THE FUND TO INVEST IN FINANCIAL FUTURES
CONTRACTS, OPTIONS THEREON AND SIMILAR INSTRUMENTS
The Fund's fundamental investment restrictions provide that the Fund may
not purchase or sell commodities or commodity contracts. The Fund's Board of
Directors, based on the recommendation of the Adviser, has proposed that this
investment restriction be revised to provide for an exception permitting the
Fund to invest in financial futures contracts, options thereon and similar
instruments. A description of these instruments, how the Fund may utilize them
if this proposal is adopted, and certain risks associated with them, is attached
to this proxy statement as Appendix A.
The ability to invest in financial futures contracts, options thereon and
similar instruments ('financial derivative instruments') will enable the Adviser
to take advantage of a number of portfolio management techniques intended to
reduce risk or to enhance returns. The market for real estate securities,
principally real estate investment trusts (or REITs), has grown substantially in
recent years. As a result, a number of REIT indices have been developed and
related futures contracts [have begun trading]. If this proposal is adopted, the
Adviser will have the ability to utilize such futures contracts, and options
thereon, to hedge against the risk of adverse market movements in a
cost-effective manner. In addition, to the extent that the Fund's assets are
invested in foreign securities (subject to the overall
5
<PAGE>
<PAGE>
limit of 10% of the Fund's total assets), currency futures may be utilized to
partially offset the risks of adverse changes in the exchange rates between the
U.S. Dollar and foreign currencies. At times, the Adviser may utilize, to a
limited extent, financial derivative instruments to enhance returns or to gain
additional market exposure pending investment of the Fund's cash balances.
THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR PROPOSAL FOUR. THE REVISED
INVESTMENT RESTRICTION, IF APPROVED, WILL TAKE EFFECT IMMEDIATELY. IF THE
PROPOSAL IS NOT APPROVED, THE CURRENT INVESTMENT RESTRICTION WILL REMAIN
UNCHANGED.
CERTAIN INFORMATION REGARDING THE ADVISER AND
THE ADMINISTRATOR AND SUB-ADMINISTRATOR
The Fund has retained Cohen & Steers Capital Management, Inc., a New York
corporation with offices at 757 Third Avenue, New York, New York 10017, to serve
as its investment adviser and manager under an investment advisory agreement
dated June 28, 1991. Martin Cohen and Robert H. Steers may be deemed to be
'controlling persons' of the Adviser on the basis of their ownership of more
than 10% of the Adviser's stock. Their address is 757 Third Avenue, New York,
New York 10017.
The Fund has entered into an administration agreement with the Adviser
under which the Adviser performs certain administrative functions for the Fund.
In accordance with the terms of the Administration Agreement and with the
approval of the Fund's board of Directors, the Adviser has caused the Fund to
retain The Chase Manhattan Bank ('Chase') as sub-administrator under a fund
accounting and administration agreement (the 'Sub-Administration Agreement'). In
turn, Chase has retained Chase Global Funds Services Company, 73 Tremont Street,
Boston, Massachusetts 02108, to provide the administrative services called for
in the Sub-Administration Agreement.
OFFICERS OF THE FUND
The principal officers of the Fund and their principal occupations during
the past five years are set forth below. The address of each of the following
persons is 757 Third Avenue, New York, New York 10017.
Robert H. Steers, Chairman and Secretary (see 'Proposal One: To Elect
Directors,' at page 2 for biographical information).
Martin Cohen, President (see 'Proposal One: To Elect Directors,' at page 2
for biographical information).
Elizabeth O. Reagan, Vice President, age 34, joined the Adviser in 1987,
and has been a Vice President since 1990.
SOLICITATION OF PROXIES
has been engaged to assist in the solicitation of proxies.
As the meeting date approaches, certain shareholders of the Fund may receive a
telephone call from a representative of if the Fund has not yet
received their vote. Authorization to permit to execute proxies
may obtained by telephonic or electronically transmitted instructions from
shareholders of the Fund. Proxies that are obtained telephonically will be
recorded in accordance with the procedures set forth below. Management of the
Fund believes that these procedures are reasonably designed to ensure that the
identity of the shareholder casting the vote is accurately determined and that
the voting instructions of the shareholder are accurately determined. The cost
of this assistance is expected to be approximately $ . The costs associated
with such solicitation and the Meeting will be borne by the Fund.
6
<PAGE>
<PAGE>
In all cases where a telephonic proxy is solicited, the
representative is required to ask for each shareholder's full name, address,
social security or employer identification number, title (if the shareholder is
authorized to act on behalf of an entity, such as a corporation) and the number
of shares owned and to confirm that the shareholder has received the proxy
statement card in the mail. If the information solicited agrees with the
information provided to by the Fund, then the
representative will explain the process, read the proposals listed on the proxy
card, and ask for the shareholder's instructions on each proposal. The
representative, although he or she is permitted to answer
questions about the process, is not permitted to recommend to the shareholder
how to vote, other than to read any recommendation set forth in the proxy
statement. will record the shareholder's instructions on the
card. Within 72 hours, will send the shareholder a letter or
mailgram to confirm his or her vote and asking the shareholder to call
immediately if his or her instructions are not correctly
reflected in the confirmation.
If the shareholder wishes to participate in the meeting of shareholders,
but does not wish to give his or her proxy by telephone, the shareholder may
still submit the proxy card originally sent with the proxy statement or attend
in person. Should shareholders require additional information regarding the
proxy or replacement proxy cards, they may contact toll-free at
1-800- . Any proxy given by a shareholder, whether in writing or by
telephone, is recovable.
OTHER MATTERS
Management does not know of any matters to be presented at the Meeting
other than those mentioned in this Proxy Statement. If any of the persons listed
above is unavailable for election as a director, an event not now anticipated,
or if any other matters properly come before the Meeting, the shares represented
by proxies will be voted with respect thereto in accordance with the best
judgment of the person or persons voting the proxies.
VOTES REQUIRED
The presence in person or by proxy of the holders of one-third of the
outstanding shares is required to constitute a quorum at the Meeting. The
election of Directors, as set forth in Proposal One, will require a vote of the
holders of a plurality of the Fund's shares present at the Meeting. The
elimination or amendment of the Fund's fundamental investment limitations, as
set forth in Proposals Two, Three and Four, will each require a majority of the
Fund's outstanding voting securities (defined in the Investment Company Act of
1940 as (a) 67% or more of the voting securities present at a meeting of
shareholders, if the holders of more than 50% of the outstanding voting
securities of such company are present or represented by proxy, or (b) more than
50% of the outstanding voting securities of such company, whichever is less).
By Order of the Board of Directors,
ROBERT H. STEERS
Secretary
February 24, 1997
New York, New York
7
<PAGE>
<PAGE>
APPENDIX A
DISCUSSION OF FINANCIAL FUTURES CONTRACTS,
OPTIONS THEREON AND RELATED INSTRUMENTS
The Fund will be authorized to purchase and sell financial futures
contracts. A futures contract is an agreement to buy or sell a specific security
or financial instrument at a particular price on a stipulated future date.
Although some financial futures contracts call for making or taking delivery of
the underlying securities, in most cases these obligations are closed out before
the settlement date. The closing of a contractual obligation is accomplished by
purchasing or selling an identical offsetting futures contract. Other financial
futures contracts by their terms call for cash settlements.
The Fund will also be authorized to buy and sell index futures contracts
with respect to any stock or bond index traded on a recognized stock exchange or
board or trade. An index futures contract is a contract to buy or sell units of
an index at a specified future date at a price agreed upon when the contract is
made. The stock index futures contract specifies that no delivery of the actual
stocks making up the index will take place. Instead, settlement in cash must
occur upon the termination of the contract, with the settlement being the
difference between the contract price and the actual level of the stock index at
the expiration of the contract.
At the time the Fund purchases a futures contract, an amount of cash or
liquid portfolio securities equal to the market value of the futures contract
will be deposited in a segregated account with the Fund's custodian. When
writing a futures contract, the Fund will maintain with its custodian similar
liquid assets, that, when added to the amounts deposited with a futures
commission merchant or broker as margin, are equal to the market value of the
instruments underlying the contract. Alternatively, the Fund may 'cover' its
position by owning the instruments underlying the contract (or, in the case of
an index futures contract, a portfolio with a volatility substantially similar
to that of the index on which the futures contract is based), or holding a call
option permitting the Fund to purchase the same futures contract at a price no
higher than the price of the contract written by the Fund (or at a higher price
if the difference is maintained in liquid assets with the Fund's custodian).
An option on a futures contract is a contract that gives the purchaser of
the option, in return for the premium paid, the right to enter into with the
writer of the option a specified futures contract to purchase (in the case of a
call option) or a specified futures contract to sell (in the case of a put
option) some specific underlying security or index.
The Fund will be authorized to use financial futures contracts and related
options for 'bona fide hedging' purposes, as such term is defined in applicable
regulations of the Commodity Futures Trading Commission ('CFTC'). The Fund will
also be authorized to enter into such contracts and related options for
nonhedging purposes, for example, to enhance total return or provide market
exposure pending the investment of cash balances, but only to the extent that
aggregate initial market deposits plus premiums paid by it for open futures
options positions, less the amount by which any such positions are
'in-the-money,' would not exceed 5% of the Fund's total assets. The Fund may
lose the expected benefit of the transactions if interest rates, currency
exchange rates or securities prices change in an unanticipated manner. Such
unanticipated changes in interest rates, currency exchange rates or securities
prices may also result in poorer overall performance than if the Fund had not
entered into any futures transactions.
A-1
<PAGE>
<PAGE>
The Fund will be authorized to enter into exchange-traded contracts for the
purchase or sale for future delivery of foreign currencies ('foreign currency
futures'). This investment technique will be used only to hedge against
anticipated future changes in exchanges in exchange rates which otherwise might
adversely affect the value of the Fund's portfolio securities or adversely
affect the prices of securities that the Fund intends to purchase at a later
date. The successful use of currency futures will usually depend on the
investment adviser's ability to forecast currency exchange rate movements
correctly. Should exchange rates move in an unexpected manner, the Fund may not
achieve the anticipated benefits of foreign currency futures or may realize
losses.
A-2
<PAGE>
<PAGE>
COHEN & STEERS REALTY SHARES, INC.
757 Third Avenue
New York, New York 10017
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Revoking any such prior appointments, the undersigned appoints Martin Cohen
and Robert H. Steers (or if only one shall act then that one) proxies with the
power of substitution to vote all the common stock of Cohen & Steers Realty
Shares, Inc. (the 'Fund') registered in the name of the undersigned at the
Special Meeting of the Stockholders to be held at 410 Park Avenue, New York,
New York 10022 on April 23, 1997 at 10:00 a.m. and at any adjournments thereof:
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
1. To elect Directors. [ ] FOR all nominees listed below (except as [ ] WITHHOLD AUTHORITY
marked to the contrary below) for all nominees listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW.)
Gregory C. Clark, Martin Cohen, George Grossman, Jeffrey H. Lynford, Willard H. Smith Jr., Robert H. Steers
2. To eliminate the fundamental investment restriction prohibiting the FOR [ ] AGAINST [ ] ABSTAIN [ ]
Fund from purchasing more than 10% of the voting securities of any
issuer.
3. To amend the Fund's fundamental investment restrictions to permit the FOR [ ] AGAINST [ ] ABSTAIN [ ]
Fund to invest up to 15% of its net assets in illiquid securities.
4. To amend the Fund's fundamental investment restrictions to permit the FOR [ ] AGAINST [ ] ABSTAIN [ ]
Fund to invest in financial futures contracts, options thereon and
similar instruments.
5. To transact such other business as may properly come before the meeting or
any adjournment thereof.
The shares of common stock represented by this Proxy will be voted in
accordance with the specifications made above. If no specifications are made,
such shares will be voted FOR the election of all nominees for Director and FOR
Proposals 2, 3 and 4.
Receipt acknowledged of the Proxy
Statement for the Special Meeting of
Stockholders to be held on April 23,
1997.
........................................
Signed
........................................
Date ............................ , 1997
I (we) do [ ] do not [ ] expect to be
present at the meeting.
</TABLE>
STATEMENT OF DIFFERENCES
The section mark symbol shall be expressed as 'SS'
The dagger symbol shall be expressed as `D'
<PAGE>
