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COHEN & STEERS REALTY SHARES, INC.
SUPPLEMENT DATED MAY 19, 1999 TO THE PROSPECTUS DATED MAY 1, 1999
The information below replaces the information on page 6 of the Fund's
Prospectus in the section "MANAGEMENT OF THE FUND":
THE INVESTMENT ADVISER
Cohen & Steers Capital Management, Inc., with offices located at 757 Third
Avenue, New York, New York 10017, provides investment advice, and in general,
conducts the management and investment program of the Fund under the overall
supervision and control of the Fund's Board of Directors. Cohen & Steers Capital
Management, Inc., a registered investment adviser, was formed in 1986 and is a
leading U.S. manager of portfolios dedicated to investments in REITs. Its
current clients include pension plans, endowment funds and mutual funds,
including Cohen & Steers Realty Income Fund, Inc. and Cohen & Steers Total
Return Realty Fund, Inc., which are closed-end investment companies, and, in
addition to the Fund, Cohen & Steers Equity Income Fund, Inc. and Cohen & Steers
Special Equity Fund, Inc., which are open-end investment companies. All of Cohen
& Steers' client accounts are invested principally in real estate securities.
Under its Investment Advisory Agreement with the Fund, the investment adviser
furnishes a continuous investment program for the Fund's portfolio, makes the
day-to-day investment decisions for the Fund, and generally manages the Fund's
investments in accordance with the stated policies of the Fund, subject to the
supervision of the Board of Directors of the Fund. The investment adviser
performs certain administrative services for the Fund and provides persons
satisfactory to the Directors of the Fund to serve as officers of the Fund.
These officers, as well as certain other employees and Directors of the Fund,
may be directors, officers or employees of the investment adviser.
The investment adviser also selects brokers and dealers to execute the Fund's
portfolio transactions. Consistent with the Conduct Rules of the National
Association of Securities Dealers, Inc., and subject to seeking best price and
execution, the investment adviser may consider sales of shares of the Fund as a
factor in the selection of brokers and dealers to execute portfolio transactions
on behalf of the Fund.
For its services under the Investment Advisory Agreement, the Fund pays the
investment adviser a monthly management fee at the annual rate of 0.85% of the
average daily net asset value of the Fund up to $2.5 billion, plus 0.75% of the
Fund's assets in excess of $2.5 billion. This fee is higher than that incurred
by most other investment companies. The Fund's effective management fee during
1998 was 0.84% of assets. In addition to this investment advisory fee, the Fund
pays other operating expenses, such as administrative, transfer agency,
custodial, legal and accounting fees.
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