EX-99.2D 3 ex2-dii.txt EXHIBIT (D)(II) CERTIFICATE NUMBER NUMBER OF SHARES 1 3,400 COHEN & STEERS SELECT UTILITY FUND, INC. a Maryland corporation Series M7 Taxable Auction Market Preferred Shares $.001 Par Value Per Share $25,000 Liquidation Preference Per Share CUSIP NO. This certifies that Cede & Co. is the owner of 3,400 fully paid and non-assessable Series M7 Taxable Auction Market Preferred Shares, par value $.001 per share, $25,000 liquidation preference per share, of Cohen & Steers Select Utility Fund, Inc. (the "Fund") transferable only on the books of the Fund by the holder thereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the transfer agent and registrar. IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by its duly authorized officers this day of May 2004. THE BANK OF NEW YORK COHEN & STEERS SELECT As Transfer Agent and Registrar UTILITY FUND, INC. By:_________________________ By:__________________________ Authorized Signature Name: Martin Cohen Title: President By:__________________________ Name: Robert H. Steers Title: Secretary TRANSFER FORM FOR VALUE RECEIVED, ____________________________ hereby sells, assigns and transfers unto _______________ ____ Series M7 Taxable Auction Market Preferred Shares represented by this Certificate, and does hereby irrevocably constitute and appoint ___________________________ attorney to transfer said Shares on the books of the within named Fund with full power of substitution in the premises. Dated: _____________________, _______ In presence of: _____________________ ____________________ Series M7 Taxable Auction Market Preferred Shares evidenced by this Certificate may be sold, transferred or otherwise disposed of only pursuant to the provisions of the Fund's Articles Supplementary Creating and Fixing the Rights of Series M7, Series T7, Series W7, Series TH28 and Series F7 Taxable Auction Market Preferred Shares, a copy of which may be obtained at the office of the State Department of Assessments and Taxation of Maryland. The Fund will furnish information about the restrictions on transferability to any stockholder upon request and without charge. Any such request should be addressed to the Secretary of the Fund. The Fund will furnish to any stockholder on request and without charge a full statement of the designations, and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class authorized to be issued, the differences in the relative rights and preferences between shares of any series of any authorized preferred or special class to the extent they have been set, and the authority of the Board of Directors to classify unissued shares and to set the relative rights and preference thereof and of any subsequent series of such preferred or special classes. Any such request should be addressed to the Secretary of the Fund. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. CERTIFICATE NUMBER NUMBER OF SHARES NUMBER OF SHARES 1 3,400 COHEN & STEERS SELECT UTILITY FUND, INC. a Maryland corporation Series T7 Taxable Auction Market Preferred Shares $.001 Par Value Per Share $25,000 Liquidation Preference Per Share CUSIP NO. This certifies that Cede & Co. is the owner of 3,400 fully paid and non-assessable Series T7 Taxable Auction Market Preferred Shares, par value $.001 per share, $25,000 liquidation preference per share, of Cohen & Steers Select Utility Fund, Inc. (the "Fund") transferable only on the books of the Fund by the holder thereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the transfer agent and registrar. IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by its duly authorized officers this day of May 2004. THE BANK OF NEW YORK COHEN & STEERS SELECT As Transfer Agent and Registrar UTILITY FUND, INC. By:_________________________ By:__________________________ Authorized Signature Name: Martin Cohen Title: President By:__________________________ Name: Robert H. Steers Title: Secretary TRANSFER FORM FOR VALUE RECEIVED, ____________________________ hereby sells, assigns and transfers unto _______________ ____ Series T7 Taxable Auction Market Preferred Shares represented by this Certificate, and does hereby irrevocably constitute and appoint ___________________________ attorney to transfer said Shares on the books of the within named Fund with full power of substitution in the premises. Dated: _____________________, _______ In presence of: _____________________ ____________________ Series T7 Taxable Auction Market Preferred Shares evidenced by this Certificate may be sold, transferred or otherwise disposed of only pursuant to the provisions of the Fund's Articles Supplementary Creating and Fixing the Rights of Series M7, Series T7, Series W7, Series TH28 and Series F7 Taxable Auction Market Preferred Shares, a copy of which may be obtained at the office of the State Department of Assessments and Taxation of Maryland. The Fund will furnish information about the restrictions on transferability to any stockholder upon request and without charge. Any such request should be addressed to the Secretary of the Fund. The Fund will furnish to any stockholder on request and without charge a full statement of the designations, and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class authorized to be issued, the differences in the relative rights and preferences between shares of any series of any authorized preferred or special class to the extent they have been set, and the authority of the Board of Directors to classify unissued shares and to set the relative rights and preference thereof and of any subsequent series of such preferred or special classes. Any such request should be addressed to the Secretary of the Fund. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. CERTIFICATE NUMBER NUMBER OF SHARES 1 3,400 COHEN & STEERS SELECT UTILITY FUND, INC. a Maryland corporation Series W7 Taxable Auction Market Preferred Shares $.001 Par Value Per Share $25,000 Liquidation Preference Per Share CUSIP NO. This certifies that Cede & Co. is the owner of 3,400 fully paid and non-assessable Series W7 Taxable Auction Market Preferred Shares, par value $.001 per share, $25,000 liquidation preference per share, of Cohen & Steers Select Utility Fund, Inc. (the "Fund") transferable only on the books of the Fund by the holder thereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the transfer agent and registrar. IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by its duly authorized officers this day of May 2004. THE BANK OF NEW YORK COHEN & STEERS SELECT As Transfer Agent and Registrar UTILITY FUND, INC. By:_________________________ By:__________________________ Authorized Signature Name: Martin Cohen Title: President By:__________________________ Name: Robert H. Steers Title: Secretary TRANSFER FORM FOR VALUE RECEIVED, ____________________________ hereby sells, assigns and transfers unto _______________ ____ Series W7 Taxable Auction Market Preferred Shares represented by this Certificate, and does hereby irrevocably constitute and appoint ___________________________ attorney to transfer said Shares on the books of the within named Fund with full power of substitution in the premises. Dated: _____________________, _______ In presence of: _____________________ ____________________ Series W7 Taxable Auction Market Preferred Shares evidenced by this Certificate may be sold, transferred or otherwise disposed of only pursuant to the provisions of the Fund's Articles Supplementary Creating and Fixing the Rights of Series M7, Series T7, Series W7, Series TH28 and Series F7 Taxable Auction Market Preferred Shares, a copy of which may be obtained at the office of the State Department of Assessments and Taxation of Maryland. The Fund will furnish information about the restrictions on transferability to any stockholder upon request and without charge. Any such request should be addressed to the Secretary of the Fund. The Fund will furnish to any stockholder on request and without charge a full statement of the designations, and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class authorized to be issued, the differences in the relative rights and preferences between shares of any series of any authorized preferred or special class to the extent they have been set, and the authority of the Board of Directors to classify unissued shares and to set the relative rights and preference thereof and of any subsequent series of such preferred or special classes. Any such request should be addressed to the Secretary of the Fund. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. CERTIFICATE NUMBER NUMBER OF SHARES 1 3,400 COHEN & STEERS SELECT UTILITY FUND, INC. a Maryland corporation Series TH28 Taxable Auction Market Preferred Shares $.001 Par Value Per Share $25,000 Liquidation Preference Per Share CUSIP NO. This certifies that Cede & Co. is the owner of 3,400 fully paid and non-assessable Series TH28 Taxable Auction Market Preferred Shares, par value $.001 per share, $25,000 liquidation preference per share, of Cohen & Steers Select Utility Fund, Inc. (the "Fund") transferable only on the books of the Fund by the holder thereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the transfer agent and registrar. IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by its duly authorized officers this day of May 2004. THE BANK OF NEW YORK COHEN & STEERS SELECT As Transfer Agent and Registrar UTILITY FUND, INC. By:_________________________ By:__________________________ Authorized Signature Name: Martin Cohen Title: President By:__________________________ Name: Robert H. Steers Title: Secretary TRANSFER FORM FOR VALUE RECEIVED, ____________________________ hereby sells, assigns and transfers unto _______________ ____ Series TH28 Taxable Auction Market Preferred Shares represented by this Certificate, and does hereby irrevocably constitute and appoint ___________________________ attorney to transfer said Shares on the books of the within named Fund with full power of substitution in the premises. Dated: _____________________, _______ In presence of: _____________________ ____________________ Series TH28 Taxable Auction Market Preferred Shares evidenced by this Certificate may be sold, transferred or otherwise disposed of only pursuant to the provisions of the Fund's Articles Supplementary Creating and Fixing the Rights of Series M7, Series T7, Series W7, Series TH28 and Series F7 Taxable Auction Market Preferred Shares, a copy of which may be obtained at the office of the State Department of Assessments and Taxation of Maryland. The Fund will furnish information about the restrictions on transferability to any stockholder upon request and without charge. Any such request should be addressed to the Secretary of the Fund. The Fund will furnish to any stockholder on request and without charge a full statement of the designations, and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class authorized to be issued, the differences in the relative rights and preferences between shares of any series of any authorized preferred or special class to the extent they have been set, and the authority of the Board of Directors to classify unissued shares and to set the relative rights and preference thereof and of any subsequent series of such preferred or special classes. Any such request should be addressed to the Secretary of the Fund. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. CERTIFICATE NUMBER NUMBER OF SHARES 1 3,400 COHEN & STEERS SELECT UTILITY FUND, INC. a Maryland corporation Series F7 Taxable Auction Market Preferred Shares $.001 Par Value Per Share $25,000 Liquidation Preference Per Share CUSIP NO. This certifies that Cede & Co. is the owner of 3,400 fully paid and non-assessable Series F7 Taxable Auction Market Preferred Shares, par value $.001 per share, $25,000 liquidation preference per share, of Cohen & Steers Select Utility Fund, Inc. (the "Fund") transferable only on the books of the Fund by the holder thereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the transfer agent and registrar. IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by its duly authorized officers this day of May 2004. THE BANK OF NEW YORK COHEN & STEERS SELECT As Transfer Agent and Registrar UTILITY FUND, INC. By:_________________________ By:__________________________ Authorized Signature Name: Martin Cohen Title: President By:__________________________ Name: Robert H. Steers Title: Secretary TRANSFER FORM FOR VALUE RECEIVED, ____________________________ hereby sells, assigns and transfers unto _______________ ____ Series F7 Taxable Auction Market Preferred Shares represented by this Certificate, and does hereby irrevocably constitute and appoint ___________________________ attorney to transfer said Shares on the books of the within named Fund with full power of substitution in the premises. Dated: _____________________, _______ In presence of: _____________________ ____________________ Series F7 Taxable Auction Market Preferred Shares evidenced by this Certificate may be sold, transferred or otherwise disposed of only pursuant to the provisions of the Fund's Articles Supplementary Creating and Fixing the Rights of Series M7, Series T7, Series W7, Series TH28 and Series F7 Taxable Auction Market Preferred Shares, a copy of which may be obtained at the office of the State Department of Assessments and Taxation of Maryland. The Fund will furnish information about the restrictions on transferability to any stockholder upon request and without charge. Any such request should be addressed to the Secretary of the Fund. The Fund will furnish to any stockholder on request and without charge a full statement of the designations, and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class authorized to be issued, the differences in the relative rights and preferences between shares of any series of any authorized preferred or special class to the extent they have been set, and the authority of the Board of Directors to classify unissued shares and to set the relative rights and preference thereof and of any subsequent series of such preferred or special classes. Any such request should be addressed to the Secretary of the Fund. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.