N-CSRS 1 d870577dncsrs.htm COHEN AND STEERS QUALITY INCOME REALTY FUND, INC. Cohen and Steers Quality Income Realty Fund, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-10481          

Cohen & Steers Quality Income Realty Fund, Inc.

 

(Exact name of Registrant as specified in charter)

1166 Avenue of the Americas, 30th Floor, New York, NY 10036

 

(Address of principal executive offices) (Zip code)

Dana A. DeVivo

Cohen & Steers Capital Management, Inc.

1166 Avenue of the Americas, 30th Floor

New York, New York 10036

 

(Name and address of agent for service)

Registrant’s telephone number, including area code: (212) 832-3232          

Date of fiscal year end: December 31           

Date of reporting period: June 30, 2024           

 

 

 


Item 1. Reports to Stockholders.

(a)

 

 

 


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

To Our Shareholders:

We would like to share with you our report for the six months ended June 30, 2024. The total returns for Cohen & Steers Quality Income Realty Fund, Inc. (the Fund) and its comparative benchmarks were:

 

     Six Months Ended
June 30, 2024
 

Cohen & Steers Quality Income Realty Fund at Net Asset Value(a)

     –0.36 %(b) 

Cohen & Steers Quality Income Realty Fund at Market Value(a)

     –0.57

FTSE Nareit All Equity REITs Index(c)

     –2.19

Blended Benchmark—80% FTSE Nareit All Equity REITs Index/
20% ICE BofA REIT Preferred Securities Index(c)

     –1.71

S&P 500 Index(c)

     15.29

The performance data quoted represent past performance. Past performance is no guarantee of future results. The investment return and the principal value of an investment will fluctuate and shares, if sold, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Performance results reflect the effects of leverage, resulting from borrowings under a credit agreement. Current total returns of the Fund can be obtained by visiting our website at cohenandsteers.com. The Fund’s returns assume the reinvestment of all dividends and distributions at prices obtained under the Fund’s dividend reinvestment plan. Index performance does not reflect the deduction of any fees, taxes or expenses. An investor cannot invest directly in an index. Performance figures for periods shorter than one year are not annualized.

Managed Distribution Policy

The Fund, acting in accordance with an exemptive order received from the U.S. Securities and Exchange Commission (SEC) and with approval of its Board of Directors (the Board), adopted a managed distribution policy under which the Fund intends to include long-term capital gains, where applicable, as part of the regular monthly cash distributions to its shareholders (the Plan). The Plan gives the Fund greater flexibility to realize long-term capital gains and to distribute those gains on a regular monthly basis. In accordance with the Plan, the Fund currently distributes $0.08 per share on a monthly basis.

The Fund may pay distributions in excess of the Fund’s investment company taxable income and net realized gains. This excess would be a return of capital distributed from the Fund’s assets. Distributions of capital decrease the Fund’s total assets and, therefore, could have the effect of

 

 

(a)

As a closed-end investment company, the price of the Fund’s exchange-traded shares will be set by market forces and can deviate from the net asset value (NAV) per share of the Fund.

(b) 

The return shown is based on the NAV reported on June 30, 2024 and may differ from the return shown in the Financial Highlights, which reflects adjustments made to the NAV in accordance with accounting principles generally accepted in the United States of America (GAAP).

(c) 

The FTSE Nareit All Equity REITs Index contains all tax-qualified REITs with more than 50% of total assets in qualifying real estate assets other than mortgages secured by real property that also meet minimum size and liquidity criteria. The ICE BofA REIT Preferred Securities Index tracks the performance of fixed-rate U.S. dollar-denominated preferred securities issued in the U.S. domestic market including all REITs. The S&P 500 Index is an unmanaged index of 500 large-capitalization stocks that is frequently used as a general measure of U.S. stock market performance.

 

1


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

increasing the Fund’s expense ratio. In addition, in order to make these distributions, the Fund may have to sell portfolio securities at a less than opportune time.

Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of these distributions or from the terms of the Fund’s Plan. The Fund’s total return based on NAV is presented in the table above as well as in the Consolidated Financial Highlights table.

The Plan provides that the Board may amend or terminate the Plan at any time without prior notice to Fund shareholders; however, at this time, there are no reasonably foreseeable circumstances that might cause the termination. The termination of the Plan could have the effect of creating a trading discount (if the Fund’s stock is trading at or above NAV) or widening an existing trading discount.

Market Review

Real estate stocks modestly declined in the six-month period ended June 30, 2024. The group underperformed broader equities, as an uncertain macro environment clouded the outlook for real estate companies’ financing costs. Economic growth in most major markets exceeded expectations, and progress on disinflation slowed. Interest rates rose as a result, and expectations on the magnitude of central bank rate cuts were reduced. Some major central banks, including the European Central Bank, modestly cut rates in June 2024, while the U.S. Federal Reserve signaled that its first rate reduction in this cycle was likely to occur in the fourth quarter, at the earliest, and would be data-dependent.

At the same time, real estate fundamentals generally remained solid, with largely balanced property supply/demand conditions, generally healthy tenants and improving revenue and earnings growth outlooks from landlords.

Fund Performance

The Fund had a slightly negative total return in the period but outperformed its blended benchmark on both a NAV and market price basis.

While real estate investment trusts (REITs) were negative overall, returns varied widely by property type. Data centers had a modest gain, adding to their sizable advance in 2023. The sector continued to benefit from strong demand for data centers, driven by cloud migration and the early innings of an expected multi-year tailwind from artificial intelligence (AI). The Fund’s stock selection in data centers contributed to relative performance. In addition, the Fund’s overweight in specialty REIT Iron Mountain benefited performance with a gain; the company has continued to expand into data center operations.

Single-family homes for rent continued to benefit from favorable supply and demand fundamentals, partly resulting from high mortgage rates and affordability challenges in the homes-for-sale market. The Fund’s overweight in the sector helped performance. Apartments outperformed broader REITs amid better-than-expected fundamentals, particularly in coastal markets. An underweight allocation to apartment owners detracted from relative performance.

Health care landlords performed well, lifted by robust senior housing and medical office space fundamentals. The Fund’s overweight and stock selection in the sector aided performance, led by an overweight in Welltower; the company benefited from rising occupancy rates in its senior living facilities and the company’s ability to find attractive acquisition opportunities.

 

2


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

Free-standing retail REITs declined, with cost-of-capital challenges potentially making external growth generally more difficult for these companies. The Fund’s stock selection in the sector hindered relative performance. Elsewhere of note, the industrials and telecommunications sectors had sizable downturns, with the latter hindered by a rise in bond yields. On balance, the Fund’s allocations to those sectors modestly aided performance.

Real estate preferred securities had a slight decline in the period, hindered by rising bond yields, but held up better that REIT common shares. The Fund’s underweight allocation to preferred securities detracted from relative performance compared with its blended benchmark. However, the Fund had an out-of-benchmark allocation to corporate bonds (issued by banks and other companies) that had a collective gain in the portfolio, aiding performance.

Impact of Leverage on Fund Performance

The Fund employs leverage as part of a yield-enhancement strategy. Leverage, which can increase total return in rising markets (just as it can have the opposite effect in declining markets), detracted from the Fund’s performance for the six months ended June 30, 2024.

Impact of Derivatives on Fund Performance

The Fund engaged in the buying and selling of single stock options with the intention of enhancing total returns and reducing overall volatility. These contracts did not have a material effect on the Fund’s total return for the six months ended June 30, 2024.

In connection with its use of leverage, the Fund pays interest on a portion of its borrowings based on a floating rate under the terms of its credit agreement. To reduce the impact that an increase in interest rates could have on the performance of the Fund with respect to these borrowings, the Fund used interest rate swaps to exchange a portion of the floating rate for a fixed rate. The Fund’s use of swaps contributed to the Fund’s total return for the six months ended June 30, 2024.

The Fund also used forward foreign currency exchange contracts to manage currency risk on certain Fund positions denominated in foreign currencies. The currency forwards did not have a material effect on the Fund’s total return for the six months ended June 30, 2024.

Sincerely,

 

LOGO

         

LOGO

ELAINE ZAHARIS-NIKAS

         

JASON YABLON

Portfolio Manager

         

Portfolio Manager

 

LOGO

MATHEW KIRSCHNER

Portfolio Manager

 

3


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

The views and opinions in the preceding commentary are subject to change without notice and are as of the date of the report. There is no guarantee that any market forecast set forth in the commentary will be realized. This material represents an assessment of the market environment at a specific point in time, should not be relied upon as investment advice and is not intended to predict or depict performance of any investment.

 

Visit Cohen & Steers online at cohenandsteers.com

For more information about the Cohen & Steers family of mutual funds, visit cohenandsteers.com. Here you will find fund net asset values, fund fact sheets and portfolio highlights, as well as educational resources and timely market updates.

Our website also provides comprehensive information about Cohen & Steers, including our most recent press releases, profiles of our senior investment professionals and their investment approach to each asset class. The Cohen & Steers family of mutual funds specializes in liquid real assets, including real estate securities, listed infrastructure and natural resource equities, as well as preferred securities and other income solutions.

 

4


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

Performance Review (Unaudited)

Average Annual Total Returns—For Periods Ended June 30, 2024

 

      1 Year      5 Years      10 Years      Since Inception(a)  

Fund at NAV

     7.55      5.69      8.10      9.03

Fund at Market Value

     9.51      4.83      8.48      8.56

The performance data quoted represent past performance. Past performance is no guarantee of future results. The investment return will vary and the principal value of an investment will fluctuate and shares, if sold, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Performance results reflect the effect of leverage from utilization of borrowings under a credit agreement. Current total returns of the Fund can be obtained by visiting our website at cohenandsteers.com. The Fund’s returns assume the reinvestment of all dividends and distributions at prices obtained under the Fund’s dividend reinvestment plan. The performance table does not reflect the deduction of brokerage commissions or taxes that a shareholder would pay on Fund distributions or the sale of Fund shares.

 

(a)

Commencement of investment operations was February 28, 2002.

 

5


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

Our Leverage Strategy

(Unaudited)

Our current leverage strategy utilizes borrowings up to the maximum permitted by the Investment Company Act of 1940 to provide additional capital for the Fund, with an objective of increasing net income available for shareholders. As of June 30, 2024, leverage represented 30% of the Fund’s managed assets.

Through a combination of variable and fixed rate financing, the Fund has locked in interest rates on a significant portion of this additional capital through 2027 (where we effectively reduce our variable rate obligation and lock in our fixed rate obligation over various terms). Locking in a significant portion of our leveraging costs is designed to protect the dividend-paying ability of the Fund. The use of leverage increases the volatility of the Fund’s NAV in both up and down markets. However, we believe that locking in portions of the Fund’s leveraging costs for the various terms partially protects the Fund’s expenses from an increase in short-term interest rates.

Leverage Facts(a)(b)

 

Leverage (as a % of managed assets)

   30%

% Variable Rate Financing

   19%

Variable Rate

   6.0%

% Fixed Rate Financing(C)

   81%

Weighted Average Rate on Fixed Financing

   1.5%

Weighted Average Term on Fixed Financing

   2.1 years

The Fund seeks to enhance its dividend yield through leverage. The use of leverage is a speculative technique and there are special risks and costs associated with leverage. The NAV of the Fund’s shares may be reduced by the issuance and ongoing costs of leverage. So long as the Fund is able to invest in securities that produce an investment yield that is greater than the total cost of leverage, the leverage strategy will produce higher current net investment income for shareholders. On the other hand, to the extent that the total cost of leverage exceeds the incremental income gained from employing such leverage, shareholders would realize lower net investment income. In addition to the impact on net income, the use of leverage will have an effect of magnifying capital appreciation or depreciation for shareholders. Specifically, in an up market, leverage will typically generate greater capital appreciation than if the Fund were not employing leverage. Conversely, in down markets, the use of leverage will generally result in greater capital depreciation than if the Fund had been unlevered. To the extent that the Fund is required or elects to reduce its leverage, the Fund may need to liquidate investments, including under adverse economic conditions which may result in capital losses potentially reducing returns to shareholders. There can be no assurance that a leveraging strategy will be successful during any period in which it is employed.

 

 

 

(a) 

Data as of June 30, 2024. Information is subject to change.

(b)

See Note 7 in Notes to Consolidated Financial Statements.

(c)

Represents fixed payer interest rate swap contracts on variable rate borrowing.

 

6


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

June 30, 2024

Top Ten Holdings(a)

(Unaudited)

 

Security

   Value        % of
Managed
Assets
 

American Tower Corp.

   $ 224,656,823          9.4  

Welltower, Inc.

     169,127,902          7.1  

Prologis, Inc.

     148,104,320          6.2  

Digital Realty Trust, Inc.

     120,824,860          5.1  

Simon Property Group, Inc.

     116,397,356          4.9  

Iron Mountain, Inc.

     102,438,438          4.3  

Equinix, Inc.

     97,556,761          4.1  

Crown Castle, Inc.

     88,921,655          3.7  

Invitation Homes, Inc.

     88,907,570          3.7  

VICI Properties, Inc., Class A

     72,841,429          3.1  

 

(a) 

Top ten holdings (excluding short-term investments and derivative instruments) are determined on the basis of the value of individual securities held. The Fund may also hold positions in other securities issued by the companies listed above. See the Consolidated Schedule of Investments for additional details on such other positions.

Sector Breakdown(b)

(Based on Managed Assets)

(Unaudited)

 

LOGO

 

 

(b)

Excludes derivative instruments.

 

7


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2024 (Unaudited)

 

            Shares      Value  

COMMON STOCK—REAL ESTATE

     111.0%        

APARTMENT

     8.2%        

AvalonBay Communities, Inc.

 

     59,847      $ 12,381,746  

Camden Property Trust(a)

 

     67,902        7,408,787  

Essex Property Trust, Inc.(a)

 

     224,678        61,157,352  

UDR, Inc.(a)(b)

 

     1,376,106        56,626,762  
     

 

 

 
           137,574,647  
        

 

 

 

DATA CENTERS

     13.0%        

Digital Realty Trust, Inc.(a)

 

     794,639        120,824,860  

Equinix, Inc.(a)(b)

 

     128,941        97,556,761  
     

 

 

 
           218,381,621  
        

 

 

 

DIVERSIFIED

     1.2%        

WP Carey, Inc.(a)

 

     354,426        19,511,151  
     

 

 

 

FREE STANDING

     4.3%        

NETSTREIT Corp.(a)

 

     1,103,359        17,764,080  

Realty Income Corp.(a)(b)

 

     1,020,228        53,888,443  
     

 

 

 
           71,652,523  
        

 

 

 

GAMING

     4.4%        

VICI Properties, Inc., Class A(a)(b)

 

     2,543,346        72,841,429  
     

 

 

 

HEALTH CARE

     13.4%        

Healthcare Realty Trust, Inc., Class A(c)

 

     3,345,258        55,129,852  

Welltower, Inc.(a)(c)

 

     1,622,330        169,127,902  
     

 

 

 
           224,257,754  
        

 

 

 

HOTEL

     1.7%        

Host Hotels & Resorts, Inc.(a)

 

     1,618,489        29,100,432  
     

 

 

 

INDUSTRIALS

     11.5%        

Americold Realty Trust, Inc.(a)

 

     861,051        21,991,243  

BG LLH, LLC (Lineage Logistics)(d)

 

     142,519        13,925,531  

Prologis, Inc.(a)

 

     1,318,710        148,104,320  

Rexford Industrial Realty, Inc.(a)

 

     210,919        9,404,878  
     

 

 

 
           193,425,972  
        

 

 

 

MANUFACTURED HOME

     3.4%        

Sun Communities, Inc.(a)(c)

 

     471,110        56,693,377  
     

 

 

 

OFFICE

     0.8%        

Highwoods Properties, Inc.(a)(b)

 

     510,337        13,406,553  
     

 

 

 

 

See accompanying notes to consolidated financial statements.

 

8


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

June 30, 2024 (Unaudited)

 

            Shares      Value  

REGIONAL MALL

     6.9%        

Simon Property Group, Inc.(a)(b)

 

     766,781      $ 116,397,356  
     

 

 

 

SELF STORAGE

     5.1%        

Extra Space Storage, Inc.(a)

 

     370,145        57,524,235  

Public Storage(a)

 

     98,442        28,316,841  
     

 

 

 
           85,841,076  
        

 

 

 

SHOPPING CENTER

     2.4%        

Kimco Realty Corp.(a)

 

     2,095,779        40,783,859  
     

 

 

 

SINGLE FAMILY HOMES

     6.0%        

American Homes 4 Rent, Class A(a)(b)

 

     328,970        12,224,525  

Invitation Homes, Inc.(a)(b)

 

     2,477,224        88,907,570  
     

 

 

 
           101,132,095  
        

 

 

 

SPECIALTY

     6.6%        

Iron Mountain, Inc.(a)(b)

 

     1,143,031        102,438,438  

Lamar Advertising Co., Class A(a)

 

     71,563        8,553,926  
     

 

 

 
           110,992,364  
        

 

 

 

TELECOMMUNICATIONS

     18.7%        

American Tower Corp.

 

     1,155,761        224,656,823  

Crown Castle, Inc.(a)(b)

 

     910,150        88,921,655  
     

 

 

 
           313,578,478  
        

 

 

 

TIMBERLAND

     3.4%        

Rayonier, Inc.(a)

 

     561,124        16,323,097  

Weyerhaeuser Co.(a)(c)

 

     1,402,699        39,822,625  
     

 

 

 
           56,145,722  
        

 

 

 

TOTAL COMMON STOCK
(Identified cost—$1,452,517,896)

 

        1,861,716,409  
     

 

 

 

PREFERRED SECURITIES—EXCHANGE-TRADED

     11.2%        

APARTMENT

     0.1%        

Centerspace, 6.625%, Series C(a)(e)

 

     98,959        2,340,390  
        

 

 

 

BANKING

     1.5%        

Bank of America Corp., 5.375%, Series KK(a)(e)

 

     100,000        2,321,000  

Bank of America Corp., 6.00%, Series GG(a)(e)

 

     224,608        5,606,216  

JPMorgan Chase & Co., 4.625%, Series LL(a)(e)

 

     124,812        2,613,563  

JPMorgan Chase & Co., 5.75%, Series DD(a)(e)

 

     75,000        1,867,500  

 

See accompanying notes to consolidated financial statements.

 

9


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

June 30, 2024 (Unaudited)

 

            Shares      Value  

Wells Fargo & Co., 4.25%, Series DD(a)(e)

 

     69,325      $ 1,301,230  

Wells Fargo & Co., 4.70%, Series AA(a)(e)

 

     88,000        1,787,280  

Wells Fargo & Co., 4.75%, Series Z(a)(e)

 

     208,044        4,246,178  

Wells Fargo & Co., 7.50%, Series L (Convertible)(e)

 

     4,000        4,755,880  
        

 

 

 
           24,498,847  
        

 

 

 

DIVERSIFIED

     1.6%        

Armada Hoffler Properties, Inc., 6.75%, Series A(a)(e)

 

     378,000        8,089,200  

DigitalBridge Group, Inc., 7.125%, Series J(a)(b)(e)

 

     404,788        9,706,816  

DigitalBridge Group, Inc., 7.15%, Series I(a)(b)(e)

 

     404,770        9,957,342  
        

 

 

 
           27,753,358  
        

 

 

 

FINANCE

     0.1%        

KKR Group Finance Co. IX LLC, 4.625%, due 4/1/61(a)

 

     50,000        961,000  
        

 

 

 

FREE STANDING

     0.8%        

Agree Realty Corp., 4.25%, Series A(a)(e)

 

     153,002        2,698,955  

Realty Income Corp., 6.00%, Series A(a)(e)

 

     420,071        10,127,912  
        

 

 

 
           12,826,867  
        

 

 

 

HOTEL

     1.2%        

Pebblebrook Hotel Trust, 5.70%, Series H(a)(e)

 

     220,000        4,004,000  

Pebblebrook Hotel Trust, 6.375%, Series G(a)(e)

 

     168,800        3,306,792  

RLJ Lodging Trust, 1.95%, Series A (Convertible)(a)(e)

 

     115,291        2,869,593  

Summit Hotel Properties, Inc., 5.875%, Series F(a)(e)

 

     122,693        2,455,087  

Summit Hotel Properties, Inc., 6.25%, Series E(a)(e)

 

     226,000        4,843,180  

Sunstone Hotel Investors, Inc., 6.125%, Series H(a)(e)

 

     96,680        2,108,591  
        

 

 

 
           19,587,243  
        

 

 

 

INDUSTRIALS

     0.3%        

LXP Industrial Trust, 6.50%, Series C(a)(e)

 

     92,192        4,182,751  

Rexford Industrial Realty, Inc., 5.625%, Series C(a)(e)

 

     30,000        630,000  
        

 

 

 
           4,812,751  
        

 

 

 

INSURANCE

     0.2%        

Allstate Corp., 7.375%, Series J(a)(e)

 

     81,248        2,170,947  

American Financial Group, Inc., 5.875%, due 3/30/59(a)

 

     26,958        633,243  
        

 

 

 
           2,804,190  
        

 

 

 

MANUFACTURED HOME

     0.2%        

UMH Properties, Inc., 6.375%, Series D(a)(e)

 

     115,000        2,643,850  
        

 

 

 

 

See accompanying notes to consolidated financial statements.

 

10


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

June 30, 2024 (Unaudited)

 

            Shares      Value  

OFFICE

     0.4%        

City Office REIT, Inc., 6.625%, Series A(a)(e)

 

     61,000      $ 1,104,710  

Hudson Pacific Properties, Inc., 4.75%, Series C(a)(e)

 

     230,358        3,153,601  

Vornado Realty Trust, 5.25%, Series N(a)(e)

 

     158,108        2,365,296  
        

 

 

 
           6,623,607  
        

 

 

 

REGIONAL MALL

     0.0%        

Brookfield Property Partners LP, 5.75%, Series A(e)

 

     17,241        204,478  
        

 

 

 

SELF STORAGE

     1.5%        

National Storage Affiliates Trust, 6.00%, Series A(a)(e)

 

     192,080        4,365,978  

Public Storage, 4.00%, Series P(a)(e)

 

     230,138        4,130,977  

Public Storage, 4.10%, Series S(a)(b)(e)

 

     96,792        1,755,807  

Public Storage, 4.625%, Series L(a)(e)

 

     450,000        9,175,500  

Public Storage, 4.70%, Series J(a)(e)

 

     169,737        3,501,674  

Public Storage, 4.75%, Series K(a)(e)

 

     101,000        2,144,230  
        

 

 

 
           25,074,166  
        

 

 

 

SHOPPING CENTER

     1.3%        

CTO Realty Growth, Inc., 6.375%, Series A(e)

 

     35,000        704,550  

Kimco Realty Corp., 5.125%, Series L(a)(e)

 

     24,619        503,459  

Kimco Realty Corp., 5.25%, Class M(a)(e)

 

     181,358        3,801,264  

Regency Centers Corp., 5.875%, Series B(a)(e)

 

     209,900        4,565,325  

Regency Centers Corp., 6.25%, Series A(a)(e)

 

     157,556        3,636,392  

Saul Centers, Inc., 6.00%, Series E(a)(e)

 

     111,000        2,242,200  

Saul Centers, Inc., 6.125%, Series D(a)(b)(e)

 

     101,300        2,084,754  

SITE Centers Corp., 6.375%, Class A(a)(e)

 

     225,154        4,942,130  
        

 

 

 
           22,480,074  
        

 

 

 

SINGLE FAMILY HOMES

     0.4%        

American Homes 4 Rent, 5.875%, Series G(a)(e)

 

     103,420        2,314,540  

American Homes 4 Rent, 6.25%, Series H(a)(e)

 

     228,349        5,336,516  
        

 

 

 
           7,651,056  
        

 

 

 

SPECIALTY

     0.2%        

EPR Properties, 5.75%, Series G(a)(e)

 

     132,002        2,581,959  

EPR Properties, 9.00%, Series E (Convertible)(a)(e)

 

     57,085        1,592,101  
        

 

 

 
           4,174,060  
        

 

 

 

TELECOMMUNICATION SERVICES

     0.8%        

AT&T, Inc., 4.75%, Series C(a)(e)

 

     210,000        4,233,600  

 

See accompanying notes to consolidated financial statements.

 

11


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

June 30, 2024 (Unaudited)

 

            Shares      Value  

AT&T, Inc., 5.00%, Series A(a)(e)

 

     124,144      $ 2,616,955  

AT&T, Inc., Senior Debt, 5.625%, due 8/1/67(a)(b)

 

     145,567        3,481,963  

U.S. Cellular Corp., Senior Debt, 5.50%, due 6/1/70(a)

 

     135,504        2,738,536  
        

 

 

 
           13,071,054  
        

 

 

 

UTILITIES

     0.6%        

CMS Energy Corp., 5.875%, due 3/1/79(a)

 

     166,310        4,026,365  

DTE Energy Co., 5.25%, due 12/1/77, Series E(a)

 

     114,351        2,700,971  

Sempra, 5.75%, due 7/1/79(a)

 

     89,854        2,098,091  

Southern Co., 4.95%, due 1/30/80, Series 2020(a)

 

     39,187        864,857  
        

 

 

 
           9,690,284  
        

 

 

 

TOTAL PREFERRED SECURITIES—EXCHANGE-TRADED
(Identified cost—$199,520,124)

 

        187,197,275  
        

 

 

 
            Principal
Amount*
        

PREFERRED SECURITIES—OVER-THE-COUNTER

     13.1%        

BANKING

     7.4%        

Banco Bilbao Vizcaya Argentaria SA, 9.375% to 3/19/29 (Spain)(a)(e)(f)(g)

 

     1,200,000        1,280,179  

Bank of America Corp., 6.10% to 3/17/25, Series AA(a)(e)(g)

 

     4,000,000        3,998,340  

Bank of America Corp., 6.25% to 9/5/24, Series X(a)(b)(e)(g)

 

     6,000,000        5,990,112  

Bank of America Corp., 6.30% to 3/10/26, Series DD(a)(e)(g)

 

     2,000,000        2,011,698  

Bank of New York Mellon Corp., 3.75% to 12/20/26, Series I(a)(b)(e)(g)

 

     3,877,000        3,587,340  

Bank of Nova Scotia, 8.625% to 10/27/27, due 10/27/82 (Canada)(a)(g)

 

     1,000,000        1,050,137  

Barclays PLC, 9.625% to 12/15/29 (United Kingdom)(a)(e)(f)(g)

 

     4,400,000        4,781,005  

BNP Paribas SA, 7.75% to 8/16/29 (France)(a)(e)(f)(g)(h)

 

     3,800,000        3,841,857  

BNP Paribas SA, 8.50% to 8/14/28 (France)(a)(e)(f)(g)(h)

 

     2,200,000        2,258,775  

Charles Schwab Corp., 4.00% to 6/1/26, Series I(a)(b)(e)(g)

 

     6,750,000        6,341,665  

Charles Schwab Corp., 4.00% to 12/1/30, Series H(a)(e)(g)

 

     2,500,000        2,138,160  

Charles Schwab Corp., 5.375% to 6/1/25, Series G(a)(e)(g)

 

     2,550,000        2,527,751  

Citigroup Capital III, 7.625%, due 12/1/36 (TruPS)

 

     1,090,000        1,143,586  

Citigroup, Inc., 3.875% to 2/18/26, Series X(a)(e)(g)

 

     2,500,000        2,372,268  

 

See accompanying notes to consolidated financial statements.

 

12


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

June 30, 2024 (Unaudited)

 

          Principal
Amount*
     Value  

Citigroup, Inc., 4.00% to 12/10/25, Series W(a)(b)(e)(g)

     6,000,000      $ 5,761,063  

Citigroup, Inc., 4.15% to 11/15/26, Series Y(a)(e)(g)

     2,100,000        1,965,339  

Citigroup, Inc., 5.95% to 5/15/25, Series P(a)(e)(g)

     2,000,000        1,989,432  

Citigroup, Inc., 6.25% to 8/15/26, Series T(a)(e)(g)

     2,140,000        2,143,855  

Credit Agricole SA, 6.875% to 9/23/24 (France)(a)(e)(f)(g)(h)

     3,000,000        2,994,134  

Credit Agricole SA, 8.125% to 12/23/25 (France)(a)(e)(f)(g)(h)

     5,000,000        5,080,719  

Credit Suisse Group AG, 5.25%, Claim (Switzerland)(e)(f)(h)(i)(j)(k)

     1,500,000        135,000  

Deutsche Bank AG, 7.50% to 4/30/25 (Germany)(a)(e)(f)(g)

     3,200,000        3,157,104  

ING Groep NV, 5.75% to 11/16/26 (Netherlands)(a)(e)(f)(g)

     2,800,000        2,693,936  

ING Groep NV, 6.50% to 4/16/25 (Netherlands)(a)(e)(f)(g)

     4,200,000        4,167,558  

Intesa Sanpaolo SpA, 7.70% to 9/17/25 (Italy)(a)(e)(f)(g)(h)

     2,000,000        1,999,845  

JPMorgan Chase & Co., 6.10% to 10/1/24, Series X(a)(e)(g)

     2,160,000        2,163,452  

JPMorgan Chase & Co., 6.875% to 6/1/29, Series NN(a)(e)(g)

     1,750,000        1,811,887  

Lloyds Banking Group PLC, 7.50% to 9/27/25 (United Kingdom)(a)(e)(f)(g)

     4,100,000        4,108,768  

NatWest Group PLC, 6.00% to 12/29/25 (United Kingdom)(a)(e)(f)(g)

     1,400,000        1,373,032  

NatWest Group PLC, 8.00% to 8/10/25 (United Kingdom)(a)(e)(f)(g)

     3,400,000        3,425,534  

PNC Financial Services Group, Inc., 6.00% to 5/15/27, Series U(a)(e)(g)

     2,270,000        2,247,407  

PNC Financial Services Group, Inc., 6.20% to 9/15/27, Series V(a)(e)(g)

     4,260,000        4,254,076  

Societe Generale SA, 8.00% to 9/29/25 (France)(a)(e)(f)(g)(h)

     1,600,000        1,599,152  

Societe Generale SA, 9.375% to 11/22/27 (France)(a)(e)(f)(g)(h)

     1,800,000        1,824,489  

Stichting AK Rabobank Certificaten, 6.50% (Netherlands)(e)(l)

   EUR 1,500,000        1,747,108  

 

See accompanying notes to consolidated financial statements.

 

13


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

June 30, 2024 (Unaudited)

 

            Principal
Amount*
     Value  

Swedbank AB, 7.75% to 3/17/30 (Sweden)(e)(f)(g)(l)

 

     2,200,000      $ 2,201,595  

Toronto-Dominion Bank, 8.125% to 10/31/27, due 10/31/82 (Canada)(a)(g)

 

     1,000,000        1,038,862  

UBS Group AG, 6.875% to 8/7/25 (Switzerland)(e)(f)(g)(l)

 

     600,000        596,177  

UBS Group AG, 9.25% to 11/13/28 (Switzerland)(a)(e)(f)(g)(h)

 

     2,600,000        2,803,848  

UBS Group AG, 9.25% to 11/13/33 (Switzerland)(a)(e)(f)(g)(h)

 

     2,200,000        2,469,262  

Wells Fargo & Co., 3.90% to 3/15/26, Series BB(a)(b)(e)(g)

 

     10,000,000        9,575,509  

Wells Fargo & Co., 5.875% to 6/15/25, Series U(a)(e)(g)

 

     3,735,000        3,727,271  

Wells Fargo & Co., 7.625% to 9/15/28(a)(e)(g)

 

     2,060,000        2,198,854  
     

 

 

 
           124,577,141  
        

 

 

 

BROKERAGE

     0.2%        

Goldman Sachs Group, Inc., 4.125% to 11/10/26, Series V(a)(e)(g)

 

     1,675,000        1,568,638  

Goldman Sachs Group, Inc., 7.50% to 5/10/29, Series X(e)(g)

 

     1,820,000        1,876,154  
     

 

 

 
           3,444,792  
        

 

 

 

ENERGY

     0.2%        

BP Capital Markets PLC, 4.375% to 6/22/25(a)(e)(g)

 

     569,000        559,239  

BP Capital Markets PLC, 6.45% to 12/1/33(a)(e)(g)

 

     2,000,000        2,059,466  
     

 

 

 
           2,618,705  
        

 

 

 

FINANCE

     0.2%        

American Express Co., 3.55% to 9/15/26, Series D(a)(e)(g)

 

     3,508,000        3,278,928  
     

 

 

 

HOTEL

     0.1%        

Host Hotels & Resorts LP, 5.70%, due 7/1/34

 

     2,265,000        2,227,360  
     

 

 

 

INSURANCE

     1.1%        

Argentum Netherlands BV for Zurich Insurance Co. Ltd., 5.125% to 6/1/28, due 6/1/48 (Switzerland)(g)(l)

 

     2,800,000        2,728,264  

Corebridge Financial, Inc., 6.875% to 9/15/27, due 12/15/52(a)(g)

 

     3,090,000        3,120,078  

Markel Group, Inc., 6.00% to 6/1/25(a)(e)(g)

 

     2,650,000        2,634,943  

MetLife Capital Trust IV, 7.875%, due 12/15/37 (TruPS)(a)(h)

 

     2,000,000        2,147,206  

Prudential Financial, Inc., 6.00% to 6/1/32, due 9/1/52(a)(g)

 

     1,700,000        1,680,928  

 

See accompanying notes to consolidated financial statements.

 

14


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

June 30, 2024 (Unaudited)

 

            Principal
Amount*
     Value  

QBE Insurance Group Ltd., 6.75% to 12/2/24, due 12/2/44 (Australia)(g)(l)

 

     4,052,000      $ 4,057,461  

Voya Financial, Inc., 7.758% to 9/15/28, Series A(a)(e)(g)

 

     2,500,000        2,603,295  
     

 

 

 
           18,972,175  
        

 

 

 

PIPELINES

     0.8%        

Enbridge, Inc., 6.00% to 1/15/27, due 1/15/77, Series 16-A (Canada)(a)(b)(g)

 

     1,750,000        1,702,671  

Enbridge, Inc., 7.375% to 10/15/27, due 1/15/83 (Canada)(a)(g)

 

     2,610,000        2,619,070  

Enbridge, Inc., 7.625% to 10/15/32, due 1/15/83 (Canada)(a)(g)

 

     1,000,000        1,024,735  

Enbridge, Inc., 8.50% to 10/15/33, due 1/15/84 (Canada)(a)(g)

 

     2,430,000        2,625,693  

Energy Transfer LP, 6.50% to 11/15/26, Series H(a)(e)(g)

 

     1,480,000        1,463,499  

Energy Transfer LP, 7.125% to 5/15/30, Series G(a)(e)(g)

 

     3,825,000        3,798,377  
     

 

 

 
           13,234,045  
        

 

 

 

SHOPPING CENTER

     0.6%        

Regency Centers LP, 5.25%, due 1/15/34(a)

 

     1,595,000        1,554,140  

Scentre Group Trust 2, 4.75% to 6/24/26, due 9/24/80 (Australia)(a)(g)(h)

 

     3,263,000        3,153,392  

Scentre Group Trust 2, 5.125% to 6/24/30, due 9/24/80 (Australia)(a)(g)(h)

 

     2,550,000        2,376,736  

Unibail-Rodamco-Westfield SE, 7.25% to 7/3/28 (France)(e)(g)(l)

 

   EUR 2,700,000        3,043,327  
     

 

 

 
           10,127,595  
        

 

 

 

TELECOMMUNICATION SERVICES

     1.1%        

AT&T, Inc., 2.875% to 3/2/25, Series B(e)(g)

 

   EUR 5,000,000        5,255,032  

Vodafone Group PLC, 4.125% to 3/4/31, due 6/4/81 (United Kingdom)(a)(g)

 

     5,710,000        4,874,882  

Vodafone Group PLC, 5.125% to 12/4/50, due 6/4/81 (United Kingdom)(g)

 

     500,000        369,049  

Vodafone Group PLC, 6.25% to 7/29/24, due 10/3/78 (United Kingdom)(g)(l)

 

     3,600,000        3,596,706  

Vodafone Group PLC, 7.00% to 1/4/29, due 4/4/79 (United Kingdom)(a)(b)(g)

 

     3,354,000        3,462,428  
     

 

 

 
           17,558,097  
        

 

 

 

 

See accompanying notes to consolidated financial statements.

 

15


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

June 30, 2024 (Unaudited)

 

            Principal
Amount*
     Value  

UTILITIES

     1.4%        

AES Corp., 7.60% to 10/15/29, due 1/15/55(g)

 

     750,000      $ 759,671  

Algonquin Power & Utilities Corp., 4.75% to 1/18/27, due 1/18/82 (Canada)(a)(g)

 

     2,600,000        2,380,383  

American Electric Power Co., Inc., 6.95% to 9/15/34, due 12/15/54(g)

 

     2,600,000        2,592,956  

Dominion Energy, Inc., 4.35% to 1/15/27, Series C(e)(g)

 

     2,500,000        2,358,283  

Dominion Energy, Inc., 6.875% to 11/3/29, due 2/1/55, Series A(g)

 

     2,415,000        2,466,225  

Electricite de France SA, 6.00% to 1/29/26, Series EMTN (France)(e)(g)(l)

 

   GBP  2,500,000        3,087,225  

Emera, Inc., 6.75% to 6/15/26, due 6/15/76, Series 16-A (Canada)(a)(g)

 

     3,000,000        2,988,579  

EUSHI Finance, Inc., 7.625% to 9/15/29, due 12/15/54(g)(h)

 

     2,167,000        2,180,754  

Sempra, 4.125% to 1/1/27, due 4/1/52(a)(g)

 

     5,000,000        4,627,252  

Southern Co., 3.75% to 6/15/26, due 9/15/51, Series 21-A(a)(g)

 

     700,000        658,778  
        

 

 

 
           24,100,106  
        

 

 

 

TOTAL PREFERRED SECURITIES—OVER-THE-COUNTER
(Identified cost—$225,033,402)

 

        220,138,944  
        

 

 

 

CORPORATE BONDS

     3.4%        

APARTMENT

     0.2%        

Essex Portfolio LP, 5.50%, due 4/1/34(a)

 

     3,440,000        3,411,362  
        

 

 

 

DATA CENTERS

     0.2%        

Equinix Europe 2 Financing Corp. LLC, 5.50%, due 6/15/34

 

     3,975,000        3,970,062  
        

 

 

 

DIVERSIFIED

     0.1%        

Global Net Lease, Inc./Global Net Lease Operating Partnership LP, 3.75%, due 12/15/27(a)(h)

 

     1,000,000        876,676  
        

 

 

 

FREE STANDING

     0.2%        

Agree LP, 5.625%, due 6/15/34

 

     925,000        915,950  

Realty Income Corp., 5.125%, due 7/6/34

 

   EUR  2,075,000        2,399,963  
        

 

 

 
           3,315,913  
        

 

 

 

HEALTH CARE

     0.0%        

Sabra Health Care LP, 3.20%, due 12/1/31(a)

 

     500,000        415,860  
        

 

 

 

 

See accompanying notes to consolidated financial statements.

 

16


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

June 30, 2024 (Unaudited)

 

            Principal
Amount*
     Value  

OFFICE

     0.2%        

Hudson Pacific Properties LP, 5.95%, due 2/15/28(a)

 

     2,975,000      $ 2,532,523  

Piedmont Operating Partnership LP, 9.25%, due 7/20/28(a)

 

     1,325,000        1,414,304  
        

 

 

 
           3,946,827  
        

 

 

 

RETAIL

     0.1%        

Essential Properties LP, 2.95%, due 7/15/31(a)

 

     1,473,000        1,212,625  
        

 

 

 

SELF STORAGE

     0.1%        

Public Storage Operating Co., 5.35%, due 8/1/53(a)

 

     1,705,000        1,646,180  
        

 

 

 

SHOPPING CENTER

     1.1%        

Federal Realty OP LP, 4.50%, due 12/1/44(a)

 

     1,700,000        1,376,009  

Kimco Realty OP LLC, 6.40%, due 3/1/34(a)

 

     1,460,000        1,543,921  

Kite Realty Group Trust, 4.75%, due 9/15/30(a)(b)

 

     6,112,000        5,841,590  

Necessity Retail REIT, Inc./American Finance Operating Partner LP, 4.50%, due 9/30/28(a)(h)

 

     4,600,000        4,051,904  

Phillips Edison Grocery Center Operating Partnership I LP, 2.625%, due 11/15/31(a)

 

     1,160,000        948,926  

Phillips Edison Grocery Center Operating Partnership I LP, 5.75%, due 7/15/34(a)

 

     1,995,000        1,971,388  

Retail Opportunity Investments Partnership LP, 6.75%, due 10/15/28(a)

 

     2,075,000        2,148,844  

Tanger Properties LP, 2.75%, due 9/1/31(a)

 

     1,225,000        998,671  
        

 

 

 
           18,881,253  
        

 

 

 

SINGLE FAMILY HOMES

     0.1%        

American Homes 4 Rent LP, 5.50%, due 2/1/34(a)

 

     1,300,000        1,278,860  
        

 

 

 

SPECIALTY

     0.9%        

Newmark Group, Inc., 7.50%, due 1/12/29(a)(h)

 

     840,000        864,221  

VICI Properties LP, 5.125%, due 5/15/32(a)(b)

 

     2,675,000        2,550,333  

VICI Properties LP, 5.625%, due 5/15/52(a)

 

     1,765,000        1,590,816  

VICI Properties LP, 6.125%, due 4/1/54

 

     1,100,000        1,056,975  

VICI Properties LP/VICI Note Co., Inc., 4.125%, due 8/15/30(a)(h)

 

     3,616,000        3,291,478  

VICI Properties LP/VICI Note Co., Inc., 5.75%, due 2/1/27(a)(b)(h)

 

     5,050,000        5,053,924  
        

 

 

 
           14,407,747  
        

 

 

 

 

See accompanying notes to consolidated financial statements.

 

17


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

June 30, 2024 (Unaudited)

 

            Principal
Amount*
     Value  

TELECOMMUNICATIONS

     0.2%        

American Tower Corp., 5.65%, due 3/15/33(a)

 

     3,225,000      $ 3,246,786  
        

 

 

 

TOTAL CORPORATE BONDS
(Identified cost—$57,758,230)

 

        56,610,151  
        

 

 

 
       Ownership%         

PRIVATE REAL ESTATE—OFFICE

     1.2%        

Legacy Gateway JV LLC, Plano, TX(k)

 

     56.5%        20,416,509  
        

 

 

 

TOTAL PRIVATE REAL ESTATE
(Identified cost—$23,637,405)

 

        20,416,509  
        

 

 

 
            Shares         

SHORT-TERM INVESTMENTS

     1.1%        

MONEY MARKET FUNDS

        

State Street Institutional U.S. Government Money Market Fund, Premier Class, 5.25%(m)

 

     5,591,997        5,591,997  

State Street Institutional Treasury Plus Money Market Fund, Premier Class, 5.25%(m)

 

     12,462,384        12,462,384  
        

 

 

 

TOTAL SHORT-TERM INVESTMENTS
(Identified cost—$18,054,381)

 

        18,054,381  
        

 

 

 

PURCHASED OPTION CONTRACTS
(Premiums paid—$91,333)

     0.0%           1,322  
        

 

 

 

TOTAL INVESTMENTS IN SECURITIES
(Identified cost—$1,976,612,771)

     141.0%           2,364,134,991  

WRITTEN OPTION CONTRACTS
(Premiums received—$637,481)

     (0.0)            (335,413

LIABILITIES IN EXCESS OF OTHER ASSETS

     (41.0)            (686,660,182

SERIES A CUMULATIVE PREFERRED STOCK,
AT LIQUIDATION VALUE

     (0.0)            (125,000
  

 

 

       

 

 

 

NET ASSETS (Equivalent to $12.47 per share based on 134,431,441 shares of common stock outstanding)

     100.0%         $ 1,677,014,396  
  

 

 

       

 

 

 

 

See accompanying notes to consolidated financial statements.

 

18


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

June 30, 2024 (Unaudited)

 

Exchange-Traded Option Contracts

Purchased Options

 

             
Description   Exercise
Price
  Expiration
Date
    Number of
Contracts
    Notional
Amount(n)
    Premiums
Paid
    Value  

Call—Equinix, Inc.

  $840.00     7/19/24       60       $4,539,600       $91,333       $1,322  

 

 

Written Options

 

       
             
Description   Exercise
Price
  Expiration
Date
    Number of
Contracts
    Notional
Amount(n)
    Premiums
Received
    Value  

Call—Equinix, Inc.

  $860.00     7/19/24       (120     $(9,079,200     $(124,090     $ (670

Call—Iron Mountain, Inc.

  92.50     7/19/24       (542     (4,857,404     (48,321     (29,810

Call—Equinix, Inc.

  830.00     8/16/24       (61     (4,615,260     (106,156     (45,942

Call—Healthcare Realty Trust, Inc.

  17.50     8/16/24       (2,638     (4,347,424     (94,474     (65,950

Call—Iron Mountain, Inc.

  95.00     8/16/24       (536     (4,803,632     (52,299     (58,960

Put—Rexford Industrial Realty, Inc.

  40.00     7/19/24       (1,035     (4,615,065     (50,273     (6,810

Put—Equity LifeStyle Properties, Inc.

  60.00     8/16/24       (323     (2,103,699     (30,685     (17,678

Put—Omega Healthcare Investors, Inc.

  31.00     8/16/24       (2,862     (9,802,350     (81,776     (57,240

Put—Public Storage

  270.00     8/16/24       (166     (4,774,990     (49,407     (52,353
        (8,283     $(48,999,024     $(637,481     $(335,413

 

 

Centrally Cleared Interest Rate Swap Contracts

 

                 
Notional
Amount
    Fixed
Rate
Payable
    Fixed
Payment
Frequency
  Floating
Rate
Receivable
(resets monthly)
  Floating
Payment
Frequency
  Maturity Date   Value     Upfront
Receipts
(Payments)
    Unrealized
Appreciation
(Depreciation)
 
  $200,000,000       0.670   Monthly   5.454%(o)   Monthly   9/15/25   $ 10,607,093     $ 22,689     $ 10,629,782  
  69,000,000       1.280   Monthly   5.454%(o)   Monthly   2/3/26     3,962,660       6,566       3,969,226  
  115,000,000       0.762   Monthly   5.454%(o)   Monthly   9/15/26     9,490,442       18,150       9,508,592  
  190,000,000       1.237   Monthly   5.454%(o)   Monthly   9/15/27     18,097,557       32,767       18,130,324  
  $ 42,157,752     $ 80,172     $ 42,237,924  

 

 

 

The total amount of all interest rate swap contracts as presented in the table above is representative of the volume of activity for this derivative type during the six months ended June 30, 2024.

 

See accompanying notes to consolidated financial statements.

 

19


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

June 30, 2024 (Unaudited)

 

Forward Foreign Currency Exchange Contracts

 

         
Counterparty    Contracts to
Deliver
     In Exchange
For
       Settlement
Date
       Unrealized
Appreciation
(Depreciation)
 

Brown Brothers Harriman

   EUR      11,833,781      USD      12,862,965          7/2/24        $ 189,572  

Brown Brothers Harriman

   GBP      2,516,312      USD      3,203,668          7/2/24          22,799  

Brown Brothers Harriman

   USD      12,684,157      EUR      11,833,781          7/2/24          (10,763

Brown Brothers Harriman

   USD      3,180,543      GBP      2,516,312          7/2/24          326  

Brown Brothers Harriman

   EUR      11,919,064      USD      12,793,268          8/2/24          9,911  

Brown Brothers Harriman

   GBP      2,504,155      USD      3,165,512          8/2/24          (565
                      $ 211,280  

 

 

Glossary of Portfolio Abbreviations

 

 

EMTN

  Euro Medium Term Note

EUR

  Euro Currency

GBP

  British Pound

OIS

  Overnight Indexed Swap

REIT

  Real Estate Investment Trust

SOFR

  Secured Overnight Financing Rate

TruPS

  Trust Preferred Securities

USD

  United States Dollar

 

 

See accompanying notes to consolidated financial statements.

 

20


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)

June 30, 2024 (Unaudited)

 

 

Note: Percentages indicated are based on the net assets of the Fund.

*

Amount denominated in U.S. dollars unless otherwise indicated.

 

Legacy Gateway JV LLC, owns a Class A office building located at 6860 N. Dallas Parkway, Plano, Texas 75024.

(a) 

All or a portion of the security is pledged as collateral in connection with the Fund’s revolving credit agreement. $1,493,595,177 in aggregate has been pledged as collateral.

(b) 

A portion of the security has been rehypothecated in connection with the Fund’s revolving credit agreement. $645,018,486 in aggregate has been rehypothecated.

(c) 

All or a portion of the security is pledged in connection with exchange-traded written option contracts. $28,719,418 in aggregate has been pledged as collateral.

(d) 

Restricted security. Aggregate holdings equal 0.8% of the net assets of the Fund. This security was acquired on August 3, 2020, at a cost of $8,757,813. Security value is determined based on significant unobservable inputs (Level 3).

(e) 

Perpetual security. Perpetual securities have no stated maturity date, but they may be called/redeemed by the issuer.

(f) 

Contingent Capital security (CoCo). CoCos are debt or preferred securities with loss absorption characteristics built into the terms of the security for the benefit of the issuer. Aggregate holdings amounted to $52,791,969 which represents 3.1% of the net assets of the Fund (2.2% of the managed assets of the Fund).

(g) 

Security converts to floating rate after the indicated fixed-rate coupon period.

(h) 

Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may only be resold to qualified institutional buyers. Aggregate holdings amounted to $49,003,372 which represents 2.9% of the net assets of the Fund, of which 0.0% are illiquid.

(i) 

Non–income producing security.

(j) 

Security is in default.

(k) 

Security value is determined based on significant unobservable inputs (Level 3).

(l) 

Securities exempt from registration under Regulation S of the Securities Act of 1933. These securities are subject to resale restrictions. Aggregate holdings amounted to $21,057,863 which represents 1.3% of the net assets of the Fund, of which 0.0% are illiquid.

(m)

Rate quoted represents the annualized seven-day yield.

(n) 

Represents the number of contracts multiplied by notional contract size multiplied by the underlying price.

(o) 

Based on USD-SOFR-OIS. Represents rates in effect at June 30, 2024.

 

See accompanying notes to consolidated financial statements.

 

21


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

June 30, 2024 (Unaudited)

 

ASSETS:

  

Investments in securities, at value(a) (Identified cost—$1,976,612,771)

   $ 2,364,134,991  

Cash

     3,636,455  

Cash collateral pledged for interest rate swap contracts

     8,776,771  

Foreign currency, at value (Identified cost—$157,248)

     155,111  

Receivable for:

  

Dividends and interest

     10,952,286  

Investment securities sold

     10,558,864  

Variation margin on interest rate swap contracts

     285,385  

Unrealized appreciation on forward foreign currency exchange contracts

     222,608  

Other assets

     157,419  
  

 

 

 

Total Assets

     2,398,879,890  
  

 

 

 

LIABILITIES:

  

Written option contracts, at value (Premiums received—$637,481)

     335,413  

Unrealized depreciation on forward foreign currency exchange contracts

     11,328  

Payable for:

  

Credit agreement

     710,000,000  

Investment securities purchased

     4,995,222  

Interest expense

     3,565,778  

Investment management fees

     1,651,470  

Dividends and distributions declared

     526,104  

Administration fees

     116,574  

Other liabilities

     538,605  
  

 

 

 

Total Liabilities

     721,740,494  
  

 

 

 

Series A Cumulative Preferred Stock
(125 shares authorized and issued at $1,000 per share) (Note 8)

     125,000  
  

 

 

 

TOTAL NET ASSETS APPLICABLE TO COMMON SHARES

   $ 1,677,014,396  
  

 

 

 

NET ASSETS Applicable to Common Shareholders consist of:

  

Paid-in capital

   $ 1,282,513,444  

Total distributable earnings/(accumulated loss)

     394,500,952  
  

 

 

 
   $ 1,677,014,396  
  

 

 

 

NET ASSET VALUE PER COMMON SHARE:

  

($1,677,014,396 ÷ 134,431,441 common shares outstanding)

   $ 12.47  
  

 

 

 

MARKET PRICE PER COMMON SHARE

   $ 11.68  
  

 

 

 

MARKET PRICE PREMIUM (DISCOUNT) TO NET ASSET VALUE
PER COMMON SHARE

     (6.34 )% 
  

 

 

 

 

(a) 

Includes $1,493,595,177 pledged as collateral, of which $645,018,486 has been rehypothecated in connection with the Fund’s credit agreement, as described in Note 7.

 

See accompanying notes to consolidated financial statements.

 

22


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2024 (Unaudited)

 

Investment Income:

  

Dividend income

   $ 36,789,163  

Interest income

     6,360,189  
  

 

 

 

Total Investment Income

     43,149,352  
  

 

 

 

Expenses:

  

Interest expense

     21,597,608  

Investment management fees

     10,017,299  

Administration fees

     794,362  

Shareholder reporting expenses

     392,306  

Custodian fees and expenses

     84,218  

Professional fees

     82,652  

Directors’ fees and expenses

     35,849  

Transfer agent fees and expenses

     14,662  

Miscellaneous

     34,974  
  

 

 

 

Total Expenses

     33,053,930  
  

 

 

 

Net Investment Income (Loss)

     10,095,422  
  

 

 

 

Net Realized and Unrealized Gain (Loss):

  

Net realized gain (loss) on:

  

Investments in securities

     27,289,529  

Written option contracts

     944,702  

Interest rate swap contracts

     13,332,705  

Forward foreign currency exchange contracts

     (7,980

Foreign currency transactions

     11,942  
  

 

 

 

Net realized gain (loss)

     41,570,898  
  

 

 

 

Net change in unrealized appreciation (depreciation) on:

  

Investments in securities

     (65,684,281

Written option contracts

     1,367,781  

Interest rate swap contracts

     (693,551

Forward foreign currency exchange contracts

     336,256  

Foreign currency translations

     (8,988
  

 

 

 

Net change in unrealized appreciation (depreciation)

     (64,682,783
  

 

 

 

Net Realized and Unrealized Gain (Loss)

     (23,111,885
  

 

 

 

Net Increase (Decrease) in Net Assets Resulting from Operations

     (13,016,463
  

 

 

 

Distributions Paid to Series A Cumulative Preferred Stockholders (Note 8)

     (7,458
  

 

 

 

Net Increase (Decrease) in Net Assets Applicable to Common Shareholders Resulting From Operations

   $ (13,023,921
  

 

 

 

 

See accompanying notes to consolidated financial statements.

 

23


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS APPLICABLE TO

COMMON SHARES (Unaudited)

 

     For the
Six Months Ended

June 30, 2024
       For the
Year Ended

December 31, 2023
 

Change in Net Assets Applicable to Common Shareholders:

       

From Operations:

       

Net investment income (loss)

   $ 10,095,422        $ 28,323,908  

Net realized gain (loss)

     41,570,898          43,840,491  

Net change in unrealized appreciation (depreciation)

     (64,682,783        162,785,457  

Distributions paid to Series A Cumulative Preferred Stockholders

     (7,458        (14,833
  

 

 

      

 

 

 

Net increase (decrease) in net assets applicable to Common Shareholders resulting from operations

     (13,023,921        234,935,023  
  

 

 

      

 

 

 

Distributions to Common Shareholders

     (64,527,092        (129,054,183
  

 

 

      

 

 

 

Capital Stock Transactions:

       

Increase (decrease) in net assets from Fund share transactions

              1,245,915  
  

 

 

      

 

 

 

Total increase (decrease) in net assets applicable to Common Shareholders

     (77,551,013        107,126,755  

Net Assets Applicable to Common Shareholders:

       

Beginning of period

     1,754,565,409          1,647,438,654  
  

 

 

      

 

 

 

End of period

   $ 1,677,014,396        $ 1,754,565,409  
  

 

 

      

 

 

 

 

See accompanying notes to consolidated financial statements.

 

24


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Six Months Ended June 30, 2024 (Unaudited)

 

Increase (Decrease) in Cash:

 

Cash Flows from Operating Activities:

 

Net increase (decrease) in net assets resulting from operations*

   $ (13,016,463

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by operating activities:

  

Purchases of long-term investments

     (378,664,822

Proceeds from sales and maturities of long-term investments

     393,951,504  

Net purchases, sales and maturities of short-term investments

     24,661,741  

Net amortization of premium on investments in securities

     737,206  

Net decrease in dividends and interest receivable and other assets

     2,083,542  

Net decrease in interest expense payable, accrued expenses and
other liabilities

     (254,646

Net increase in receivable for variation margin on interest rate swap contracts

     (377,755

Net increase in premiums received from written option contracts

     192,778  

Net change in unrealized appreciation on written option contracts

     (1,367,781

Net change in unrealized depreciation on investments in securities

     65,684,281  

Net change in unrealized appreciation on forward foreign currency
exchange contracts

     (336,256

Net realized gain on investments in securities

     (27,289,529
  

 

 

 

Cash provided by operating activities

     66,003,800  
  

 

 

 

Cash Flows from Financing Activities:

 

Distributions paid on Series A Cumulative Preferred Stock
(net of distributions payable)

     (7,458

Dividends and distributions paid

     (64,535,993
  

 

 

 

Cash used for financing activities

     (64,543,451
  

 

 

 

Increase (decrease) in cash and restricted cash

     1,460,349  

Cash and restricted cash at beginning of period (including foreign currency)

     11,107,988  
  

 

 

 

Cash and restricted cash at end of period (including foreign currency)

   $ 12,568,337  
  

 

 

 

Supplemental Disclosure of Cash Flow Information:

For the six months ended June 30, 2024, interest paid was $21,842,361.

 

 

*

Does not include distributions paid to Series A Cumulative Preferred Stockholders.

 

See accompanying notes to consolidated financial statements.

 

25


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED STATEMENT OF CASH FLOWS—(Continued)

For the Six Months Ended June 30, 2024 (Unaudited)

The following table provides a reconciliation of cash and restricted cash reported within the Consolidated Statement of Assets and Liabilities that sums to the total of such amounts shown on the Consolidated Statement of Cash Flows.

 

Cash

   $ 3,636,455  

Restricted cash

     8,776,771  

Foreign currency

     155,111  
  

 

 

 

Total cash and restricted cash shown on the Consolidated Statement of Cash Flows

   $ 12,568,337  
  

 

 

 

Restricted cash consists of cash that has been pledged to cover the Fund’s collateral or margin obligations under derivative contracts. It is reported on the Consolidated Statement of Assets and Liabilities as cash collateral pledged for interest rate swap contracts.

 

See accompanying notes to consolidated financial statements.

 

26


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED FINANCIAL HIGHLIGHTS (Unaudited)

The following table includes selected data for a common share outstanding throughout each period and other performance information derived from the consolidated financial statements. It should be read in conjunction with the consolidated financial statements and notes thereto.

 

                                                                                   
    For the Six
Months  Ended
June 30, 2024(a)
    For the Year Ended December 31,  

Per Share Operating Data:

  2023(a)     2022(a)     2021(a)      2020      2019  

Net asset value per common share, beginning of period

    $13.05       $12.26       $18.27       $13.17        $14.81        $11.73  
 

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Income (loss) from investment operations:

             

Net investment income (loss)(b)

    0.08       0.21       0.30       0.16        0.24        0.27  

Net realized and unrealized gain (loss)

    (0.18     1.54       (5.11     5.90        (0.64      3.82  

Distributions paid to Series A Cumulative Preferred Stockholders

    (0.00 )(c)      (0.00 )(c)      (0.00 )(c)                     
 

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total from investment operations applicable to common shares

    (0.10     1.75       (4.81     6.06        (0.40      4.09  
 

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Less dividends and distributions to common shareholders from:

             

Net investment income

    (0.48     (0.51     (0.21     (0.20      (0.23      (0.28

Net realized gain

          (0.45     (0.99     (0.76      (0.73      (0.73
 

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total dividends and distributions to common shareholders

    (0.48     (0.96     (1.20     (0.96      (0.96      (1.01
 

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Dilutive effect of rights offer

                             (0.28       
 

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net increase (decrease) in net asset value per common share

    (0.58     0.79       (6.01     5.10        (1.64      3.08  
 

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net asset value per common share, end of period

    $12.47       $13.05       $12.26       $18.27        $13.17        $14.81  
 

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Market value per common share, end of period

    $11.68       $12.24       $11.50       $18.22        $12.40        $14.88  
 

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 
                                                   

Total net asset value return(d)

    –0.44 %(e)      15.59     –26.83     47.66      –3.12      35.80
 

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total market value return(d)

    –0.57 %(e)      15.58     –31.18     56.40      –9.22      54.49
 

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 
                                                   

 

See accompanying notes to consolidated financial statements.

 

27


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED FINANCIAL HIGHLIGHTS (Unaudited)—(Continued)

 

                                                                                   
    For the Six
Months  Ended
June 30, 2024(a)
    For the Year Ended December 31,  

Ratios/Supplemental Data:

  2023(a)     2022(a)     2021(a)      2020      2019  

Net assets applicable to common shareholders,
end of period (in millions)

    $1,677.0       $1,754.6       $1,647.4       $2,452.4        $1,767.3        $1,618.6  
 

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Ratios to average daily
net assets:

             

Expenses

    4.00 %(f)(g)      3.99 %(g)      2.33 %(g)      1.91      2.22      2.15
 

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Expenses (excluding interest expense)

    1.39 %(f)(g)      1.40 %(g)      1.33 %(g)      1.28      1.30      1.26
 

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net investment income (loss)

    1.22 %(f)(g)      1.73 %(g)      2.00 %(g)      1.05      1.92      1.94
 

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Ratio of expenses to average daily managed assets(h)

    2.80 %(f)      2.79     1.72     1.45      1.67      1.66
 

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Portfolio turnover rate

    16 %(e)      20     31     38      54      51
 

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Credit Agreement

 

  

Asset coverage ratio for credit agreement

    336     347     332     465      378      452
 

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Asset coverage per $1,000 for credit agreement

    $3,362       $3,471       $3,320       $4,647        $3,783        $4,519  
 

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Amount of loan outstanding (in millions)

    $710.0       $710.0       $710.0       $672.5        $635.0        $460.0  
 

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

 

See accompanying notes to consolidated financial statements.

 

28


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

CONSOLIDATED FINANCIAL HIGHLIGHTS (Unaudited)—(Continued)

 

                                                                                   
    For the Six
Months  Ended
June 30, 2024(a)
    For the Year Ended December 31,  

Preferred Stock

  2023(a)      2022(a)      2021(a)      2020      2019  

Series A Cumulative Preferred
Stock at liquidation value,
end of period (in 000s)

    $125.0       $125.0        $125.0                       
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Asset coverage ratio for
Series A Cumulative
Preferred Stock

    336     347      332                     
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Asset coverage per $1,000 liquidation value per share of Series A Cumulative Preferred Stock

    $3,362       $3,471        $3,320                       
 

 

 

   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(a) 

Consolidated (see Note 1).

(b) 

Calculation based on average shares outstanding.

(c) 

Amount is less than $0.005.

(d) 

Total net asset value return measures the change in net asset value per share over the period indicated. Total market value return is computed based upon the Fund’s market price per share and excludes the effects of brokerage commissions. Dividends and distributions are assumed, for purposes of these calculations, to be reinvested at prices obtained under the Fund’s dividend reinvestment plan.

(e) 

Not annualized.

(f) 

Annualized.

(g) 

Calculated on the basis of average net assets of common stock shareholders. Ratios do not reflect the effect of dividend payments to Series A Cumulative Preferred Stockholders.

(h) 

Average daily managed assets represent net assets plus the outstanding balance of the credit agreement. Ratios do not reflect the effect of dividend payments to Series A Cumulative Preferred Stockholders.

 

See accompanying notes to consolidated financial statements.

 

29


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1. Organization and Significant Accounting Policies

Cohen & Steers Quality Income Realty Fund, Inc. (the Fund) was incorporated under the laws of the State of Maryland on August 22, 2001 and is registered under the Investment Company Act of 1940 (the 1940 Act) as a diversified, closed-end management investment company. The Fund’s primary investment objective is high current income through investment in real estate securities. The Fund’s secondary investment objective is capital appreciation.

Cohen & Steers RQI Trust (the REIT Subsidiary), is a wholly-owned subsidiary of the Fund organized under the laws of the state of Maryland as a statutory trust on July 9, 2021 that commenced operations on November 30, 2021. The REIT Subsidiary acts as an investment vehicle for the Fund in order to effect certain investments on behalf of the Fund, consistent with the Fund’s investment objectives and policies. The Fund expects that it will achieve a significant portion of its exposure to private real estate investments through investment in the REIT Subsidiary. The REIT Subsidiary may use wholly-owned, limited liability companies to contain the exposure of individual private real estate investments. Unlike the Fund, the REIT Subsidiary may invest without limitation in private real estate. Investments in the REIT Subsidiary are limited to 25% of the Fund’s total assets. The Consolidated Schedule of Investments includes positions of the Fund and the REIT Subsidiary. The financial statements have been consolidated and include the accounts of the Fund and the REIT Subsidiary. All significant inter-company balances and transactions have been eliminated in consolidation.

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its consolidated financial statements. The Fund is an investment company and, accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 946—Investment Companies. The accounting policies of the Fund are in conformity with accounting principles generally accepted in the United States of America (GAAP). The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Portfolio Valuation: Investments in securities that are listed on the New York Stock Exchange (NYSE) are valued, except as indicated below, at the last sale price reflected at the close of the NYSE on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the closing bid and ask prices on such day or, if no ask price is available, at the bid price. Centrally cleared interest rate swaps are valued at the price determined by the relevant exchange or clearinghouse. Forward foreign currency exchange contracts are valued daily at the prevailing forward exchange rate. Exchange-traded options are valued at their last sale price as of the close of options trading on applicable exchanges on the valuation date. In the absence of a last sale price on such day, options are valued based upon prices provided by a third-party pricing service. Over-the-counter (OTC) options are valued based upon prices provided by a third-party pricing service or counterparty.

Securities not listed on the NYSE but listed on other domestic or foreign securities exchanges are valued in a similar manner. Securities traded on more than one securities exchange are valued at the

 

30


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

 

last sale price reflected at the close of the exchange representing the principal market for such securities on the business day as of which such value is being determined. If after the close of a foreign market, but prior to the close of business on the day the securities are being valued, market conditions change significantly, certain non-U.S. equity holdings may be fair valued pursuant to procedures established by the Board of Directors.

Readily marketable securities traded in the OTC market, including listed securities whose primary market is believed by Cohen & Steers Capital Management, Inc. (the investment manager) to be OTC, are valued on the basis of prices provided by a third-party pricing service or third-party broker-dealers when such prices are believed by the investment manager, pursuant to delegation by the Board of Directors, to reflect the fair value of such securities.

Fixed-income securities are valued on the basis of prices provided by a third-party pricing service or third-party broker-dealers when such prices are believed by the investment manager, pursuant to delegation by the Board of Directors, to reflect the fair value of such securities. The pricing services or broker-dealers use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services or broker-dealers may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services or broker-dealers also utilize proprietary valuation models which may consider market transactions in comparable securities and the various relationships between securities in determining fair value and/or characteristics such as benchmark yield curves, option-adjusted spreads, credit spreads, estimated default rates, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features which are then used to calculate the fair values.

Short-term debt securities with a maturity date of 60 days or less are valued at amortized cost, which approximates fair value. Investments in open-end mutual funds are valued at net asset value (NAV).

The Fund utilizes an independent valuation services firm (the Independent Valuation Advisor) to assist the investment manager in the determination of the Fund’s fair value of private real estate investments held by the REIT Subsidiary. Limited scope appraisals are prepared on a monthly basis and typically include a limited comparable sales and a full discounted cash flow analysis. Annually, a full scope, detailed appraisal report is completed which typically includes market analysis, cost approach, sales comparison approach and an income approach containing a discounted cash flow analysis. The full scope report is prepared by a third-party appraisal firm. The investment manager, including through communication with the Independent Valuation Advisor, monitors for material events that the investment manager believes may be expected to have a material impact on the most recent estimated fair values of such private real estate investments. However, rapidly changing market conditions or material events may not be immediately reflected in the Fund’s or REIT Subsidiary’s daily NAV. The investment manager, in conjunction with the Independent Valuation Advisor, values the private real estate investments using the valuation methodology it deems most appropriate and consistent with industry best practices and market conditions. The investment manager expects the primary methodology used to value private real estate investments will be the income approach. Consistent with industry practices, the income approach incorporates actual contractual lease income, professional judgments regarding

 

31


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

 

comparable rental and operating expense data, the capitalization or discount rate and projections of future rent and expenses based on appropriate market evidence, and other subjective factors. Other methodologies that may also be used to value properties include, among other approaches, sales comparisons and cost approaches. Private real estate appraisals are reported on a free and clear basis (i.e. any property-level indebtedness that may be in place is not incorporated into the valuation). Property level debt is valued separately in accordance with GAAP.

The Board of Directors has designated the investment manager as the Fund’s “Valuation Designee” under Rule 2a-5 under the 1940 Act. As Valuation Designee, the investment manager is authorized to make fair valuation determinations, subject to the oversight of the Board of Directors. The investment manager has established a valuation committee (Valuation Committee) to administer, implement and oversee the fair valuation process according to the policies and procedures approved annually by the Board of Directors. Among other things, these procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.

Securities for which market prices are unavailable, or securities for which the investment manager determines that the bid and/or ask price or a counterparty valuation does not reflect market value, will be valued at fair value, as determined in good faith by the Valuation Committee, pursuant to procedures approved by the Fund’s Board of Directors. Circumstances in which market prices may be unavailable include, but are not limited to, when trading in a security is suspended, the exchange on which the security is traded is subject to an unscheduled close or disruption or material events occur after the close of the exchange on which the security is principally traded. In these circumstances, the Fund determines fair value in a manner that fairly reflects the market value of the security on the valuation date based on consideration of any information or factors it deems appropriate. These may include, but are not limited to, recent transactions in comparable securities, information relating to the specific security and developments in the markets.

For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 2 or 3 in the hierarchy, depending on the relative significance of the valuation inputs. Securities, including private placements or other restricted securities, for which observable inputs are not available are valued using alternate valuation approaches, including the market approach, the income approach and cost approach, and are categorized as Level 3 in the hierarchy. The market approach considers factors including the price of recent investments in the same or a similar security or financial metrics of comparable securities. The income approach considers factors including expected future cash flows, security specific risks and corresponding discount rates. The cost approach considers factors including the value of the security’s underlying assets and liabilities.

The Fund’s use of fair value pricing may cause the NAV of Fund shares to differ from the NAV that would be calculated using market quotations. Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

Fair value is defined as the price that the Fund would expect to receive upon the sale of an investment or expect to pay to transfer a liability in an orderly transaction with an independent buyer in

 

32


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

 

the principal market or, in the absence of a principal market, the most advantageous market for the investment or liability. The hierarchy of inputs that are used in determining the fair value of the Fund’s investments is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing investments may or may not be an indication of the risk associated with those investments. Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy.

The following is a summary of the inputs used as of June 30, 2024 in valuing the Fund’s investments carried at value:

 

    Quoted Prices
in Active
Markets for
Identical
Investments
(Level 1)
    Other
Significant
Observable
Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
    Total  

Common Stock—Real Estate:

       

Industrials

  $ 179,500,441     $     $ 13,925,531 (a)    $ 193,425,972  

Other Industries

    1,668,290,437                   1,668,290,437  

Preferred Securities—
Exchange-Traded

    187,197,275                   187,197,275  
Preferred Securities—Over-the-Counter:        

Banking

          124,442,141       135,000 (b)      124,577,141  

Other Industries

          95,561,803             95,561,803  

Corporate Bonds

          56,610,151             56,610,151  

Private Real Estate

                20,416,509 (c)      20,416,509  

Short-Term Investments

          18,054,381             18,054,381  

Purchased Option Contracts

          1,322             1,322  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities(d)

  $ 2,034,988,153     $ 294,669,798     $ 34,477,040     $ 2,364,134,991  
 

 

 

   

 

 

   

 

 

   

 

 

 

Interest Rate Swap Contracts

  $     $ 42,237,924     $     $ 42,237,924  

Forward Foreign Currency Exchange Contracts

          222,608             222,608  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Derivative Assets(d)

  $     $ 42,460,532     $     $ 42,460,532  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

33


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

 

    Quoted Prices
in Active
Markets for
Identical
Investments
(Level 1)
    Other
Significant
Observable
Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
    Total  

Forward Foreign Currency Exchange Contracts

  $     $ (11,328   $     $ (11,328

Written Option Contracts

    (211,960     (123,453           (335,413
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Derivative Liabilities(d)

  $ (211,960   $ (134,781   $     $ (346,741
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) 

Restricted security, where observable inputs are limited, has been fair valued by the Valuation Committee, pursuant to the Fund’s fair value procedures and classified as Level 3 security.

(b) 

Security has been fair valued by the Valuation Committee pursuant to the Fund’s fair value procedures and classified as a Level 3 security.

(c) 

Private Real Estate, where observable inputs are limited, has been fair valued by the Valuation Committee, pursuant to the Fund’s fair value procedures and classified as Level 3 security. See Note 1-Portfolio Valuation.

(d) 

Portfolio holdings are disclosed individually on the Consolidated Schedule of Investments.

The following is a reconciliation of investments for which significant unobservable inputs (Level 3) were used in determining fair value:

 

     Balance
as of
December 31, 2023
       Change in
unrealized
appreciation
(depreciation)
       Balance
as of
June 30, 2024
 

Common Stock—Real Estate—Industrials

   $ 15,496,091        $ (1,570,560      $ 13,925,531  

Private Real Estate—Office

     21,926,157          (1,509,648        20,416,509  

The change in unrealized appreciation (depreciation) attributable to securities owned on June 30, 2024 which were valued using significant unobservable inputs (Level 3) amounted to $(3,080,208).

 

34


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

 

The following table summarizes the quantitative inputs and assumptions used for investments categorized in Level 3 of the fair value hierarchy.

 

    Fair Value at
June 30, 2024
  Valuation
Technique
 

Unobservable Inputs

  Amount   Valuation Impact
from an Increase
in Input(a)

Common Stock—Real Estate—Industrials

  $13,925,531   Market
Comparable
Companies
  Enterprise Value/
EBITDA(b) Multiple
  19.3x   Increase

Private Real Estate—Office

  $20,416,509   Discounted
Cash Flow
  Terminal
Capitalization Rate
Discount Rate
 
7.00%

8.00%

  Decrease

Decrease

 

(a) 

Represents the directional change in the fair value of the Level 3 investments that could have resulted from an increase in the corresponding input as of period end. A decrease to the unobservable input would have had the opposite effect. Significant changes in these inputs may result in a materially higher or lower fair value measurement.

(b) 

Earnings Before Interest, Taxes, Depreciation and Amortization.

Security Transactions and Investment Income: Security transactions are recorded on trade date. Realized gains and losses on investments sold are recorded on the basis of identified cost. Interest income, which includes the amortization of premiums and accretion of discounts, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date, except for certain dividends on foreign securities, which are recorded as soon as the Fund is informed after the ex-dividend date. Distributions from real estate investment trusts (REITs) are recorded as ordinary income, net realized capital gain or return of capital based on information reported by the REITs and management’s estimates of such amounts based on historical information. These estimates are adjusted when the actual source of distributions is disclosed by the REITs and actual amounts may differ from the estimated amounts.

Cash: For the purposes of the Consolidated Statement of Cash Flows, the Fund defines cash as cash, including foreign currency and restricted cash.

Foreign Currency Translation: The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollars based upon prevailing exchange rates on the respective dates of such transactions. The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

Net realized foreign currency transaction gains or losses arise from sales of foreign currencies, (excluding gains and losses on forward foreign currency exchange contracts, which are presented separately, if any), currency gains or losses realized between the trade and settlement dates on

 

35


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

 

securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency translation gains and losses arise from changes in the values of assets and liabilities, other than investments in securities, on the date of valuation, resulting from changes in exchange rates. Pursuant to U.S. federal income tax regulations, certain foreign currency gains/losses included in realized and unrealized gains/losses are included in or are a reduction of ordinary income for federal income tax purposes.

Forward Foreign Currency Exchange Contracts: The Fund enters into forward foreign currency exchange contracts to hedge the currency exposure associated with certain of its non-U.S. dollar denominated securities. A forward foreign currency exchange contract is a commitment between two parties to purchase or sell foreign currency at a set price on a future date. The market value of a forward foreign currency exchange contract fluctuates with changes in foreign currency exchange rates. These contracts are marked to market daily and the change in value is recorded by the Fund as unrealized appreciation and/or depreciation on forward foreign currency exchange contracts. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are included in net realized gain or loss on forward foreign currency exchange contracts.

Forward foreign currency exchange contracts involve elements of market risk in excess of the amounts reflected on the Consolidated Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the foreign exchange rate underlying the contract. Risks may also arise upon entering these contracts from the potential inability of the counterparties to meet the terms of their contracts. In connection with these contracts, securities may be identified as collateral in accordance with the terms of the respective contracts.

Option Contracts: The Fund may purchase and write exchange-listed and OTC put or call options on securities, stock indices and other financial instruments for hedging purposes, to enhance portfolio returns and/or reduce overall volatility.

When the Fund writes (sells) an option, an amount equal to the premium received by the Fund is recorded on the Consolidated Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written. When an option expires, the Fund realizes a gain on the option to the extent of the premium received. Premiums received from writing options which are exercised or closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. If a put option on a security is exercised, the premium reduces the cost basis of the security purchased by the Fund. If a call option is exercised, the premium is added to the proceeds of the security sold to determine the realized gain or loss. The Fund, as writer of an option, bears the market risk of an unfavorable change in the price of the underlying investment. Other risks include the possibility of an illiquid options market or the inability of the counterparties to fulfill their obligations under the contracts.

Put and call options purchased are accounted for in the same manner as portfolio securities. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the underlying investment transaction to determine the realized gain or loss when the

 

36


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

 

underlying transaction is executed. The risk associated with purchasing an option is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract.

Centrally Cleared Interest Rate Swap Contracts: The Fund uses interest rate swaps in connection with borrowing under its credit agreement. The interest rate swaps are intended to reduce interest rate risk by countering the effect that an increase in short-term interest rates could have on the performance of the Fund’s shares as a result of the floating rate structure of interest owed pursuant to the credit agreement. When entering into interest rate swaps, the Fund agrees to pay the other party to the interest rate swap (which is known as the counterparty) a fixed rate payment in exchange for the counterparty’s agreement to pay the Fund a variable rate payment that was intended to approximate the Fund’s variable rate payment obligation on the credit agreement, the accruals for which would begin at a specific date in the future (the effective date). The payment obligation is based on the notional amount of the swap. Depending on the state of interest rates in general, the use of interest rate swaps could enhance or harm the overall performance of the Fund. Swaps are marked-to-market daily and changes in the value are recorded as unrealized appreciation (depreciation).

Immediately following execution of the swap agreement, the swap agreement is novated to a central counterparty (the CCP) and the Fund’s counterparty on the swap agreement becomes the CCP. The Fund is required to interface with the CCP through a broker. Upon entering into a centrally cleared swap, the Fund is required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on the size and risk profile of the particular swap. Securities deposited as initial margin are designated on the Consolidated Schedule of Investments and cash deposited is recorded on the Consolidated Statement of Assets and Liabilities as cash collateral pledged for interest rate swap contracts. The daily change in valuation of centrally cleared swaps is recorded as a receivable or payable for variation margin on interest rate swap contracts in the Consolidated Statement of Assets and Liabilities. Any upfront payments paid or received upon entering into a swap agreement would be recorded as assets or liabilities, respectively, in the Consolidated Statement of Assets and Liabilities, and amortized or accreted over the life of the swap and recorded as realized gain (loss) in the Consolidated Statement of Operations. Payments received from or paid to the counterparty during the term of the swap agreement, or at termination, are recorded as realized gain (loss) in the Consolidated Statement of Operations.

Swap agreements involve, to varying degrees, elements of market and counterparty risk, and exposure to loss in excess of the related amounts reflected on the Consolidated Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of contractual terms in the agreements and that there may be unfavorable changes in interest rates.

Dividends and Distributions to Shareholders: Dividends from net investment income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from GAAP. Dividends from net investment income, if any, are typically declared quarterly and paid monthly. Net realized capital gains, unless offset by any available capital loss carryforward, are typically distributed to shareholders at least annually. Dividends and distributions to shareholders are

 

37


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

 

recorded on the ex-dividend date and are automatically reinvested in full and fractional shares of the Fund in accordance with the Fund’s dividend reinvestment plan, unless the shareholder has elected to have them paid in cash.

The Fund has a managed distribution policy in accordance with exemptive relief issued by the U.S. Securities and Exchange Commission (SEC). The Plan gives the Fund greater flexibility to realize long-term capital gains throughout the year and to distribute those gains on a more regular basis to shareholders. Therefore, regular monthly distributions throughout the year may include a portion of estimated realized long-term capital gains, along with net investment income, short-term capital gains and return of capital, which is not taxable. In accordance with the Plan, the Fund is required to adhere to certain conditions in order to distribute long-term capital gains during the year.

Dividends from net investment income are subject to recharacterization for tax purposes. Based upon the results of operations for the six months ended June 30, 2024 the investment manager considers it likely that a portion of the dividends will be reclassified to distributions from net realized gain and/or tax return of capital upon the final determination of the Fund’s taxable income after December 31, 2024, the Fund’s fiscal year end.

Distributions Subsequent to June 30, 2024: The following distributions have been declared by the Fund’s Board of Directors and are payable subsequent to the period end of this report.

 

Ex-Date/
Record Date
   Payable Date    Amount
7/16/24    7/31/24    $0.080
8/13/24    8/30/24    $0.080
9/10/24    9/30/24    $0.080

Distributions to holders of Series A Cumulative Preferred Stock are accrued daily and paid semi-annually and are determined as described in Note 8. The payments made to the holders of the Fund’s Series A Cumulative Preferred Stock are treated as dividends or distributions.

Income Taxes: It is the policy of the Fund to continue to qualify as a regulated investment company (RIC), if such qualification is in the best interest of the shareholders, by complying with the requirements of Subchapter M of the Internal Revenue Code applicable to RICs, and by distributing substantially all of its taxable earnings to its shareholders. Also, in order to avoid the payment of any federal excise taxes, the Fund will distribute substantially all of its net investment income and net realized gains on a calendar year basis. Accordingly, no provision for federal income or excise tax is necessary. Dividend and interest income from holdings in non-U.S. securities are recorded net of non-U.S. taxes paid. Management has analyzed the Fund’s tax positions taken on federal and applicable state income tax returns as well as its tax positions in non-U.S. jurisdictions in which it trades for all open tax years and has concluded that as of June 30, 2024, no additional provisions for income tax are required in the Fund’s consolidated financial statements. The Fund’s tax positions for the tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service, state departments of revenue and by foreign tax authorities.

The REIT Subsidiary has elected to be taxed as a REIT under Subchapter M of the Code. The REIT Subsidiary’s qualification and taxation as a REIT depends upon the REIT Subsidiary’s ability to meet on

 

38


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

 

a continuing basis, through actual operating results, certain qualification tests set forth in the Code. Those qualification tests involve the percentage of income that it earns from specified sources, the percentage of its assets that falls within specified categories, the diversity of the ownership of its shares, and the percentage of its taxable income that the REIT Subsidiary distributes. As a REIT, the REIT Subsidiary generally will be allowed to deduct dividends paid to its shareholders and, as a result, the REIT Subsidiary will not be subject to U.S. federal income tax on that portion of its ordinary income and net capital gain that the REIT Subsidiary annually distributes to its shareholders, as long as the REIT Subsidiary meets the minimum distribution requirements under the Code. The REIT Subsidiary intends to make distributions on a regular basis as necessary to avoid material U.S. federal income tax and to comply with the REIT distribution requirements.

For the current open tax year and for all major jurisdictions, management of the REIT Subsidiary has analyzed and concluded that there are no uncertain tax positions that would require recognition in the Fund’s consolidated financial statements. The REIT Subsidiary’s tax positions for the tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service, state departments of revenue and by foreign tax authorities.

Note 2. Investment Management Fees, Administration Fees and Other Transactions with Affiliates

Investment Management Fees: Cohen & Steers Capital Management, Inc. serves as the Fund’s investment manager pursuant to an investment management agreement (the investment management agreement). Under the terms of the investment management agreement, the investment manager provides the Fund with day-to-day investment decisions 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.

For the services provided to the Fund, the investment manager receives a fee, accrued daily and paid monthly, at the annual rate of 0.85% of the average daily managed assets of the Fund. Managed assets are equal to the net assets plus the amount of any borrowings used for leverage outstanding.

Administration Fees: The Fund has entered into an administration agreement with the investment manager under which the investment manager performs certain administrative functions for the Fund and receives a fee, accrued daily and paid monthly, at the annual rate of 0.06% of the average daily managed assets of the Fund. For the six months ended June 30, 2024, the Fund incurred $707,103 in fees under this administration agreement. Additionally, the Fund pays State Street Bank and Trust Company as co-administrator under a fund accounting and administration agreement.

Directors’ and Officers’ Fees: Certain directors and officers of the Fund are also directors, officers and/or employees of the investment manager. The Fund does not pay compensation to directors and officers affiliated with the investment manager except for the Chief Compliance Officer, who received compensation from the investment manager, which was reimbursed by the Fund, in the amount of $7,302 for the year ended June 30, 2024.

Note 3. Purchases and Sales of Securities

Purchases and sales of securities, excluding short-term investments, for the six months ended June 30, 2024, totaled $380,105,490 and $394,255,338, respectively.

 

39


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

 

Note 4. Investments in Non-Consolidated Limited Liability Company

In accordance with requirements under Regulation S-X Rules 3-09 and 4-08(g), the Fund evaluates its unconsolidated subsidiaries as significant subsidiaries under the rules and, accordingly, below is summary financial information for the Fund’s investments in non-consolidated limited liability companies at historical cost as of June 30, 2024. The Fund states its ownership interests in non-consolidated limited liability companies at fair value.

 

     Legacy Gateway JV LLC(a)  

Balance Sheet:

  

Assets:

  

Real estate, net (total cost)

   $ 86,647,665  

Cash

     2,739,555  

Other current assets

     1,142,260  
  

 

 

 

Total Assets

   $ 90,529,480  
  

 

 

 

Liabilities and Equity:

  

Mortgage notes payable

   $ 52,000,000  

Accrued expenses and accounts payable

     1,098,170  

Tenant security deposits

     81,449  

Other liabilities

     92,645  
  

 

 

 

Total Liabilities

     53,272,264  
  

 

 

 

Equity

     37,257,216  
  

 

 

 

Total Liabilities and Equity

   $ 90,529,480  
  

 

 

 

Income Statement

  

Revenue

   $ 4,666,653  

Expenses

     3,885,306  
  

 

 

 

Net Income

   $ 781,347  
  

 

 

 

 

(a) 

Represents summarized financial information of Legacy Gateway JV LLC, a Class A office building located at 6860 N. Dallas Parkway, Plano, Texas 75024, which includes 100% of ownership interests in the limited liability company.

Note 5. Derivative Investments

The following tables present the value of derivatives held at June 30, 2024, if any, and the effect of derivatives held during the six months ended June 30, 2024, along with the respective location in the consolidated financial statements.

 

40


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

 

Consolidated Statement of Assets and Liabilities

 

   

Assets

   

Liabilities

 

Derivatives

 

Location

  Fair Value    

Location

  Fair Value  

Equity Risk:

       

Purchased Option Contracts—Exchange-Traded(a)

  Investments in
securities, at value
  $ 1,322       $  

Written Option Contracts—Exchange-Traded(a)

          Written option
contracts, at value
    335,413  

Foreign Currency Exchange Risk:

       

Forward Foreign Currency Exchange Contracts(b)

  Unrealized appreciation     222,608     Unrealized depreciation     11,328  

Interest Rate Risk:

       

 

Interest Rate
Swap Contracts(a)

  Receivable for variation
margin on interest rate
swap contracts
    42,237,924 (c)         

 

(a) 

Not subject to a master netting agreement or another similar arrangement.

(b) 

Forward foreign currency exchange contracts executed with Brown Brothers Harriman are not subject to a master netting agreement or another similar arrangement.

(c) 

Amount represents the cumulative net appreciation (depreciation) on interest rate swap contracts as reported on the Consolidated Schedule of Investments. The Consolidated Statement of Assets and Liabilities only reflects the current day variation margin receivable from the broker.

Consolidated Statement of Operations

 

Derivatives

 

Location

   Realized
Gain (Loss)
    Change in
Unrealized
Appreciation
(Depreciation)
 

Equity Risk:

      

Purchased Option Contracts(a)

  Net Realized and Unrealized Gain (Loss)    $ (58,141   $ (90,011

Written Option Contracts

  Net Realized and Unrealized Gain (Loss)      944,702       1,367,781  
Foreign Currency Exchange Risk:       

Forward Foreign Currency Exchange Contracts

  Net Realized and Unrealized Gain (Loss)      (7,980     336,256  
Interest Rate Risk:       

Interest Rate Swap Contracts

  Net Realized and Unrealized Gain (Loss)      13,332,705       (693,551

 

(a) 

Purchased option contracts are included in net realized gain (loss) and change in unrealized appreciation (depreciation) on investments in securities.

 

41


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

 

The following summarizes the monthly average volume of the Fund’s option contracts and forward foreign currency exchange contracts activity for the six months ended June 30, 2024:

 

    Purchased Option
Contracts(a)(b)
    Written Option
Contracts(a)(b)
    Forward
Foreign Currency
Exchange Contracts(b)
 

Average Notional Amount

  $ 4,647,757     $ 34,401,363     $ 12,918,028  

 

(a) 

Notional amount is calculated using the number of contracts multiplied by notional contract size multiplied by the underlying price.

(b) 

Average notional amounts represent the average for all months in which the Fund had option contracts and forward foreign currency exchange contracts outstanding at month-end. For the period, this represents three months for purchased option contracts, six months for written option contracts and six months for forward foreign currency exchange contracts.

Note 6. Income Tax Information

As of June 30, 2024, the federal tax cost and net unrealized appreciation (depreciation) in value of investments held were as follows:

 

Cost of investments in securities for federal income tax purposes

   $ 1,976,612,771  
  

 

 

 

Gross unrealized appreciation on investments

   $ 514,381,364  

Gross unrealized depreciation on investments

     (84,107,872
  

 

 

 

Net unrealized appreciation (depreciation) on investments

   $ 430,273,492  
  

 

 

 

Note 7. Borrowings

The Fund has entered into an amended and restated credit agreement (the credit agreement) with BNP Paribas Prime Brokerage International, Ltd. (BNPP) in which the Fund pays a monthly financing charge based on Secured Overnight Financing Rate (SOFR)-based variable rates. The commitment amount of the credit agreement is $710,000,000. The Fund may pay a fee of 0.45% per annum on any unused portion of the credit agreement. BNPP may not change certain terms of the credit agreement except upon 360 days’ notice. Also, if the Fund violates certain conditions, the credit agreement may be terminated. The Fund is required to pledge portfolio securities and/or cash as collateral in an amount up to two times the loan balance outstanding (or more depending on the terms of the credit agreement) and has granted a security interest in the securities pledged to, and in favor of, BNPP as security for the loan balance outstanding. If the Fund fails to meet certain requirements, or maintain other financial covenants required under the credit agreement, the Fund may be required to repay immediately, in part or in full, the loan balance outstanding under the credit agreement, necessitating the sale of portfolio securities at potentially inopportune times. The credit agreement also permits, subject to certain conditions, BNPP to rehypothecate portfolio securities pledged by the Fund up to the amount of the loan

 

42


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

 

balance outstanding and, prior to January 1, 2024, the Fund received a portion of the fees earned by BNPP in connection with the rehypothecation of portfolio securities (the rehypothecation fee). The Fund continues to receive dividends and interest on rehypothecated securities. The Fund also has the right under the credit agreement to recall the rehypothecated securities from BNPP on demand. If BNPP fails to deliver the recalled security in a timely manner, the Fund will be compensated by BNPP for any fees or losses related to the failed delivery or, in the event a recalled security will not be returned by BNPP, the Fund, upon notice to BNPP, may reduce the loan balance outstanding by the amount of the recalled security failed to be returned.

On January 1, 2024, the credit agreement was amended to eliminate the rehypothecation fee and reduce the margin upon which the financing charge is calculated.

As of June 30, 2024, the Fund had outstanding borrowings of $710,000,000 at a rate of 6.0%. The carrying value of the borrowings approximates fair value. The borrowings are classified as Level 2 within the fair value hierarchy. During the six months ended June 30, 2024, the Fund borrowed an average daily balance of $710,000,000 at a weighted average borrowing cost of 6.0%.

Note 8. Series A Cumulative Preferred Stock

On January 27, 2022, the Fund’s wholly-owned REIT Subsidiary completed a private placement of 125 shares of 12.0% Series A Cumulative Non-Voting Preferred Stock (the Preferred Stock) for aggregate gross proceeds of $125,000. The Preferred Stock has a liquidation preference of $1,000 per share plus an amount equal to accrued but unpaid dividends (the Liquidation Preference). The Preferred Stock dividends are cumulative at a rate of 12.0% per annum and are redeemable under certain conditions by the REIT Subsidiary or subject to mandatory redemption upon default of certain coverage requirements at a redemption price equal to the Liquidation Preference.

Note 9. Capital Stock

The Fund is authorized to issue 300 million shares of common stock at a par value of $0.001 per share.

During the six months ended June 30, 2024, the Fund issued no shares of common stock for the reinvestment of dividends. During the year ended December 31, 2023, the Fund issued 98,488 shares of common stock at $1,245,915 for the reinvestment of dividends.

On December 12, 2023, the Board of Directors approved the continuation of the delegation of its authority to management to effect repurchases, pursuant to management’s discretion and subject to market conditions and investment considerations, of up to 10% of the Fund’s common shares outstanding as of January 1, 2024 through December 31, 2024.

During the six months ended June 30, 2024 and the year ended December 31, 2023, the Fund did not effect any repurchases.

 

43


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

 

Note 10. Other Risks

Market Price Discount from Net Asset Value Risk: Shares of closed-end investment companies frequently trade at a discount from their NAV. This characteristic is a risk separate and distinct from the risk that NAV could decrease as a result of investment activities. Whether investors will realize gains or losses upon the sale of the shares will depend not upon the Fund’s NAV but entirely upon whether the market price of the shares at the time of sale is above or below the investor’s purchase price for the shares. Because the market price of the shares is determined by factors such as relative supply of and demand for shares in the market, general market and economic conditions, and other factors beyond the control of the Fund, Fund shares may trade at, above or below NAV.

Common Stock Risk: The Fund may invest in common stocks. Common stocks are subject to special risks. Although common stocks have historically generated higher average returns than fixed-income securities over the long-term, common stocks also have experienced significantly more volatility in returns. Common stocks may be more susceptible to adverse changes in market value due to issuer specific events or general movements in the equities markets. A drop in the stock market may depress the price of common stocks held by the Fund. Common stock prices fluctuate for many reasons,including changes to investors’ perceptions of the financial condition of an issuer or the general condition of the relevant stock market, or the occurrence of political or economic events affecting issuers. For example, an adverse event, such as an unfavorable earnings report, may depress the value of common stock in which the Fund has invested; the price of common stock of an issuer may be particularly sensitive to general movements in the stock market; or a drop in the stock market may depress the price of most or all of the common stocks held by the Fund. Also, common stock of an issuer in the Fund’s portfolio may decline in price if the issuer fails to make anticipated dividend payments because, among other reasons, the issuer of the security experiences a decline in its financial condition. The common stocks in which the Fund will invest are typically subordinated to preferred securities, bonds and other debt instruments in a company’s capital structure in terms of priority to corporate income and assets, and, therefore, will be subject to greater risk than the preferred securities or debt instruments of such issuers. In addition, common stock prices may be sensitive to rising interest rates as the costs of capital rise and borrowing costs increase.

Real Estate Market Risk: Since the Fund invests in companies engaged in the real estate industry, an investment in the Fund may be linked to the performance of the real estate markets. Risks of investing in real estate securities include falling property values due to increasing vacancies, declining rents resulting from economic, legal, tax, political or technological developments, lack of liquidity, limited diversification, and sensitivity to certain economic factors such as interest-rate changes and market recessions. Real estate company prices also may drop because of the failure of borrowers to pay their loans and poor management, and residential developers, in particular, could be negatively impacted by falling home prices, slower mortgage origination and rising construction costs. The risks of investing in REITs are similar to those associated with direct investments in real estate securities.

REIT Risk: In addition to the risks of securities linked to the real estate industry, REITs are subject to certain other risks related to their structure and focus. REITs generally are dependent upon management skills and may not be diversified. REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, REITs could possibly fail to (i) qualify for favorable

 

44


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

 

tax treatment under applicable tax law, or (ii) maintain their exemptions from registration under the 1940 Act. Various factors may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments.

Small- and Medium-Sized Companies Risk: Real estate companies in the industry tend to be small- to medium-sized companies in relation to the equity markets as a whole. There may be less trading in a smaller company’s stock, which means that buy and sell transactions in that stock could have a larger impact on the stock’s price than is the case with larger company stocks. Smaller companies also may have fewer lines of business so that changes in any one line of business may have a greater impact on a smaller company’s stock price than is the case for a larger company. Further, smaller company stocks may perform differently in different cycles than larger company stocks. Accordingly, real estate company shares can, and at times will, perform differently than large company stocks.

Preferred Securities Risk: Preferred securities are subject to credit risk, which is the risk that a security will decline in price, or the issuer of the security will fail to make dividend, interest or principal payments when due, because the issuer experiences a decline in its financial status. Preferred securities are also subject to interest rate risk and may decline in value because of changes in market interest rates. The Fund may be subject to a greater risk of rising interest rates than would normally be the case in an environment of low interest rates and the effect of potential government fiscal policy initiatives and resulting market reaction to those initiatives. In addition, an issuer may be permitted to defer or omit distributions. Preferred securities are also generally subordinated to bonds and other debt instruments in a company’s capital structure. During periods of declining interest rates, an issuer may be able to exercise an option to redeem (call) its issue at par earlier than scheduled, and the Fund may be forced to reinvest in lower yielding securities. Certain preferred securities may be substantially less liquid than many other securities, such as common stocks. Generally, preferred security holders have no voting rights with respect to the issuing company unless certain events occur. Certain preferred securities may give the issuers special redemption rights allowing the securities to be redeemed prior to a specified date if certain events occur, such as changes to tax or securities laws.

Derivatives and Hedging Transactions Risk: The Fund’s use of derivatives, including for the purpose of hedging interest rate or foreign currency risks, presents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities. Among the risks presented are counterparty risk, financial leverage risk, liquidity risk, OTC trading risk and tracking risk. The use of derivatives can lead to losses because of adverse movements in the price or value of the underlying asset, index or rate, which may be magnified by certain features of the derivatives.

Options Risk: Gains on options transactions depend on the investment manager’s ability to predict correctly the direction of stock prices, indexes, interest rates, and other economic factors, and unanticipated changes may cause poorer overall performance for the Fund than if it had not engaged in such transactions. A rise in the value of the security or index underlying a call option written by the Fund exposes the Fund to possible loss or loss of opportunity to realize appreciation in the value of any portfolio securities underlying or otherwise related to the call option. By writing a put option, the Fund

 

45


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

 

assumes the risk of a decline in the underlying security or index. There can be no assurance that a liquid market will exist when the Fund seeks to close out an option position, and for certain options not traded on an exchange no market usually exists. Trading could be interrupted, for example, because of supply and demand imbalances arising from a lack of either buyers or sellers, or an options exchange could suspend trading after the price has risen or fallen more than the maximum specified by the exchange.

Although the Fund may be able to offset to some extent any adverse effects of being unable to liquidate an option position, that Fund may experience losses in some cases as a result of such inability, may not be able to close its position and, in such an event would be unable to control its losses.

Leverage Risk: The use of leverage is a speculative technique and there are special risks and costs associated with leverage. The NAV of the Fund’s shares may be reduced by the issuance and ongoing costs of leverage. So long as the Fund is able to invest in securities that produce an investment yield that is greater than the total cost of leverage, the leverage strategy will produce higher current net investment income for the shareholders. On the other hand, to the extent that the total cost of leverage exceeds the incremental income gained from employing such leverage, shareholders would realize lower net investment income. In addition to the impact on net income, the use of leverage will have an effect of magnifying capital appreciation or depreciation for shareholders. Specifically, in an up market, leverage will typically generate greater capital appreciation than if the Fund were not employing leverage. Conversely, in down markets, the use of leverage will generally result in greater capital depreciation than if the Fund had been unlevered. To the extent that the Fund is required or elects to reduce its leverage, the Fund may incur applicable breakage fees under the Fund’s credit arrangement and may need to liquidate investments, including under adverse economic conditions which may result in capital losses potentially reducing returns to shareholders. The use of leverage also results in the investment management fees payable to the investment manager being higher than if the Fund did not use leverage and can increase operating costs, which may reduce total return. There can be no assurance that a leveraging strategy will be successful during any period in which it is employed.

Private Real Estate Risk: The Fund’s investments in private real estate include additional risks. For example, lease defaults, terminations by one or more tenants or landlord-tenant disputes may reduce the Fund’s revenues and net income. Any of these situations may result in extended periods during which there is a significant decline in revenues or no revenues generated by a property. If this occurred, it could adversely affect the Fund’s results of operations.

The Fund’s investments in private real estate are expected to be substantially less liquid than many other securities, such as common stocks or U.S. government securities.

REIT Subsidiary Risk: Investments in a REIT Subsidiary are subject to risks associated with the direct ownership of real estate. A REIT Subsidiary, and therefore the Fund, may be affected by changes in the real estate markets generally as well as changes in the values of any properties owned by a REIT Subsidiary or securing any mortgages owned by a REIT Subsidiary (which changes in value could be influenced by market conditions for real estate in general or issues related to the particular property). If a REIT Subsidiary’s underlying assets are concentrated in properties used by a particular industry, it will be subject to risks associated with such industry.

 

46


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

 

By investing through a REIT Subsidiary, the Fund bears the fees and expenses of the REIT Subsidiary (including, among other things operating costs, transaction expenses, administrative and custody fees, legal expenses and custody expenses). Thus, investing through a REIT Subsidiary may cause the Fund to be subject to higher operating expenses than if it invested directly.

Real Estate Limited Liability Company Risk: The Fund through a REIT subsidiary may invest in real estate limited liability companies with third parties. The Fund may also make investments in partnerships or other co-ownership arrangements or participations. Such investments may involve risks not otherwise present with other methods of investment, which include risks associated with having a limited liability company partner, such as the real estate limited liability company partner becoming insolvent or bankrupt, engaging in fraud or other misconduct or having economic or business interests or goals that conflict with the Fund’s business interest or goals. Also, the terms of the limited liability company agreement could restrict the Fund’s ability to sell or transfer its interest to a third party or could cause the Fund to sell its interest or acquire its partner’s interest at a time when the Fund otherwise would not have initiated such a transaction.

In addition, disputes between the Fund and its real estate limited liability company partners may result in litigation or arbitration that would increase the Fund’s expenses and prevent the Fund’s officers and trustees from focusing their time and efforts on the Fund’s business. Any of the above might subject the Fund to liabilities and thus reduce its returns on the investment with that real estate limited liability company partner.

Geopolitical Risk: Geopolitical events, such as war (including Russia’s military invasion of Ukraine), terrorist attacks, natural or environmental disasters, country instability, public health emergencies (including epidemics and pandemics), market instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers and other governmental trade or market control programs, the potential exit of a country from its respective union (such as Brexit) and related geopolitical events, have led and may in the future lead to market volatility and have long-lasting impacts on U.S. and global economies and financial markets. Supply chain disruptions or significant changes in the supply or prices of commodities or other economic inputs may have material and unexpected effects on both global securities markets and individual countries, regions, sectors, companies or industries. Events occurring in one region of the world may negatively impact industries and regions that are not otherwise directly impacted by the events. Additionally, those events, as well as other changes in foreign and domestic political and economic conditions, could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, secondary trading, credit ratings, inflation, investor sentiment and other factors affecting the value of the Fund’s investments.

Russia’s military invasion of Ukraine has significantly amplified already existing geopolitical tensions. The United States and many other countries have instituted various economic sanctions against Russia, Russian individuals and entities and Belarus. The extent and duration of the military action, sanctions imposed and other punitive actions taken (including any Russian retaliatory responses to such sanctions and actions), and resulting disruptions in Europe and globally cannot be predicted, but could be significant and have a severe adverse effect on the global economy, securities markets and commodities markets globally, including through global supply chain disruptions, increased inflationary pressures and reduced economic activity. Ongoing conflicts in the Middle East could have similar negative impacts.

 

47


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

 

Systemic risk events in the financial sectors and/or resulting government actions can negatively impact the Fund. For example, issues with certain regional U.S. banks and other financial institutions in March 2023 raised economic concerns over disruption in the U.S. banking system. These risks also may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms, and exchanges, with which the Fund interacts. There can be no certainty that any actions taken by the U.S. government to strengthen public confidence in the U.S. banking system or financial markets will be effective in mitigating the effects of financial institution failures on the economy and restoring or maintaining public confidence. The strengthening or weakening of the U.S. dollar relative to other currencies may, among other things, adversely affect the Fund’s investments denominated in non-U.S. dollar currencies. It is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have, and the duration of those effects.

The rapid development and increasingly widespread use and regulation of artificial intelligence, including machine learning technology and generative artificial intelligence such as ChatGPT (collectively, AI Technologies), may pose risks to the Fund. For instance, the global economy may be significantly disrupted or otherwise adversely impacted by the rapid advanced development of AI Technologies and by efforts to regulate or control its use and advancement. The legal and regulatory frameworks within which AI Technologies operate continue to rapidly evolve, and it is not possible to predict the full extent of current or future risks related thereto.

Some political leaders around the world (including in the U.S. and certain European nations) have been elected on protectionist platforms, raising questions about the future of global free trade. Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect the financial performance of the Fund and its investments.

Regulatory Risk: Legal and regulatory developments may adversely affect the Fund. The regulatory environment for the Fund is evolving, and changes in the regulation of investment funds and other financial institutions or products (such as banking or insurance products), and their trading activities and capital markets, or a regulator’s disagreement with the Fund’s interpretation of the application of certain regulations, may adversely affect the ability of the Fund to pursue its investment strategy, its ability to obtain leverage and financing, and the value of investments held by the Fund. The U.S. government has proposed and adopted multiple regulations that could have a long-lasting impact on the Fund and on the fund industry in general.

In May 2024, the standard settlement cycle for numerous types of U.S. securities, including Fund shares and many of the securities the Fund invests in, moved from two business days after the transaction date (T+2) to the next business day after the transaction date (T+1). This reduced settlement cycle may result in additional risks and costs to the Fund, including increased operational risks associated with the resolution of trade breaks and exceptions. These risks will be heightened in light of certain Fund investments (such as certain non-U.S. securities) that have longer settlement cycles than is expected of Fund shares.

Additional legislative or regulatory actions to address perceived liquidity or other issues in markets generally, or in particular markets such as the fixed income securities markets and municipal securities

 

48


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—(Continued)

 

markets, may alter or impair certain market participants’ ability to utilize certain investment strategies and techniques.

The Fund and the instruments in which it invests may be subject to new or additional regulatory constraints in the future. While the full extent of all of these regulations is still unclear, these regulations and actions may adversely affect both the Fund and the instruments in which the Fund invests and its ability to execute its investment strategy. For example, climate change regulation (such as decarbonization legislation, other mandatory controls to reduce emissions of greenhouse gases, or related disclosure requirements) could significantly affect the Fund or its investments by, among other things, increasing compliance costs or underlying companies’ operating costs and capital expenditures. Similarly, regulatory developments in other countries may have an unpredictable and adverse impact on the Fund.

Note 11. Other

In the normal course of business, the Fund enters into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future and, therefore, cannot be estimated; however, based on experience, the risk of material loss from such claims is considered remote.

Note 12. Subsequent Events

Management has evaluated events and transactions occurring after June 30, 2024 through the date that the consolidated financial statements were issued, and has determined that no additional disclosure in the consolidated financial statements is required.

 

49


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

PROXY RESULTS (Unaudited)

Cohen & Steers Quality Income Realty Fund, Inc. shareholders voted on the following proposals at the annual meeting held on April 25, 2024. The description of each proposal and number of shares voted are as follows:

 

Common Shares   

Shares Voted

For

      

Authority

Withheld

 

To elect Directors:

       

George Grossman

     102,336,215          2,653,073  

Jane Magpiong

     102,442,467          2,546,822  

Adam M. Derechin

     102,515,002          2,474,287  

 

50


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

REINVESTMENT PLAN

We urge shareholders who want to take advantage of this plan and whose shares are held in ‘Street Name’ to consult your broker as soon as possible to determine if you must change registration into your own name to participate.

OTHER INFORMATION

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling 866-227-0757, (ii) on our website at cohenandsteers.com or (iii) on the U.S. Securities and Exchange Commission’s (SEC) website at http://www.sec.gov. In addition, the Fund’s proxy voting record for the most recent 12-month period ended June 30 is available by August 31 of each year (i) without charge, upon request, by calling 866-227-0757 or (ii) on the SEC’s website at http://www.sec.gov.

Disclosures of the Fund’s complete holdings are required to be made monthly on Form N-PORT, with every third month made available to the public by the SEC 60 days after the end of the Fund’s fiscal quarter. The Fund’s Form N-PORT is available (i) without charge, upon request, by calling 866-227-0757 or (ii) on the SEC’s website at http://www.sec.gov.

Please note that distributions paid by the Fund to shareholders are subject to recharacterization for tax purposes and are taxable up to the amount of the Fund’s investment company taxable income and net realized gains. Distributions in excess of the Fund’s investment company taxable income and net realized gains are a return of capital distributed from the Fund’s assets. To the extent this occurs, the Fund’s shareholders of record will be notified of the estimated amount of capital returned to shareholders for each such distribution and this information will also be available at cohenandsteers.com. The final tax treatment of all distributions is reported to shareholders on their 1099-DIV forms, which are mailed after the close of each calendar year. Distributions of capital decrease the Fund’s total assets and, therefore, could have the effect of increasing the Fund’s expense ratio. In addition, in order to make these distributions, the Fund may have to sell portfolio securities at a less than opportune time.

Notice is hereby given in accordance with Rule 23c-1 under the 1940 Act that the Fund may purchase, from time to time, shares of its common stock in the open market.

Changes to Portfolio Management Team

Effective April 1, 2024, Elaine Zaharis-Nikas was added as a portfolio manager of the Fund.

Effective August 1, 2024, William F. Scapell no longer serves as a portfolio manager of the Fund. Elaine Zaharis-Nikas, Jason Yablon and Mathew Kirschner continue to serve as portfolio managers of the Fund.

 

51


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT

The Board of Directors of the Fund, including a majority of the directors who are not parties to the Fund’s investment management agreement (the Management Agreement), or interested persons of any such party (the Independent Directors), has the responsibility under the Investment Company Act of 1940 to approve the Fund’s Management Agreement for its initial two year term and its continuation annually thereafter at a meeting of the Board of Directors called for the purpose of voting on the approval or continuation. The Management Agreement was discussed at a meeting of the Independent Directors, in their capacity as the Contract Review Committee, held on June 4, 2024 and at a meeting of the full Board of Directors held on June 18, 2024. The Independent Directors, in their capacity as the Contract Review Committee, also discussed the Management Agreement in executive sessions on June 17, 2024 and June 18, 2024. At the meeting of the full Board of Directors on June 18, 2024, the Management Agreement was unanimously continued for a term ending June 30, 2025 by the Fund’s Board of Directors, including the Independent Directors. The Independent Directors were represented by independent counsel who assisted them in their deliberations during the meetings and executive session.

In considering whether to continue the Management Agreement, the Board of Directors reviewed materials provided by an independent data provider, which included, among other items, fee, expense and performance information compared to peer funds (the Peer Funds and, collectively with the Fund, the Peer Group) and performance comparisons to a larger category universe; summary information prepared by the Fund’s investment manager (the Investment Manager); and a memorandum from Fund counsel outlining the legal duties of the Board of Directors. The Board of Directors also spoke directly with representatives of the independent data provider and met with investment management personnel. In addition, the Board of Directors considered information provided from time to time by the Investment Manager throughout the year at meetings of the Board of Directors, including presentations by portfolio managers relating to the investment performance of the Fund and the investment strategies used in pursuing the Fund’s objective. The Board of Directors also considered information provided by the Investment Manager in response to a request for information submitted by counsel to the Independent Directors, on behalf of the Independent Directors, as well as information provided by the Investment Manager in response to a supplemental request. In particular, the Board of Directors considered the following:

(i) The nature, extent and quality of services to be provided by the Investment Manager: The Board of Directors reviewed the services that the Investment Manager provides to the Fund, including, but not limited to, making the day-to-day investment decisions for the Fund, placing orders for the investment and reinvestment of the Fund’s assets, furnishing information to the Board of Directors of the Fund regarding the Fund’s portfolio, providing individuals to serve as Fund officers, managing the Fund’s debt leverage level, and generally managing the Fund’s investments in accordance with the stated policies of the Fund. The Board of Directors also discussed with officers and portfolio managers of the Fund the types of transactions conducted on behalf of the Fund. Additionally, the Board of Directors took into account the services provided by the Investment Manager to its other funds and accounts, including those that have investment objectives and strategies similar to those of the Fund. The Board of Directors also considered the education, background and experience of the Investment Manager’s personnel, particularly noting the potential benefit that the portfolio managers’ work experience and favorable reputation can have on the Fund. The Board of Directors further noted the Investment

 

52


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

Manager’s ability to attract qualified and experienced personnel. The Board of Directors also considered the administrative services provided by the Investment Manager, including compliance and accounting services. After consideration of the above factors, among others, the Board of Directors concluded that the nature, extent and quality of services provided by the Investment Manager are adequate and appropriate.

(ii) Investment performance of the Fund and the Investment Manager: The Board of Directors considered the investment performance of the Fund compared to Peer Funds and compared to a relevant linked benchmark and a relevant linked blended benchmark. The Board of Directors considered that, on a net asset value basis (NAV), the Fund outperformed the Peer Group medians for the three-, five- and ten-year periods ended March 31, 2024, ranking one out of four peers for each period, respectively, and underperformed for the one-year period, ranking three out of four peers. The Board of Directors noted that, on a NAV basis, the Fund outperformed the linked benchmark and the linked blended benchmark for the one-, three-, five- and ten-year periods ended March 31, 2024. The Board of Directors engaged in discussions with the Investment Manager regarding the contributors to and detractors from the Fund’s performance during the period, as well as the impact of leverage on the Fund’s performance. The Board of Directors also considered supplemental information provided by the Investment Manager, including a narrative summary of factors affecting performance and the Investment Manager’s performance in managing similarly managed funds and accounts. The Board of Directors determined that Fund performance, in light of all the considerations noted above, supported the continuation of the Management Agreement.

(iii) Cost of the services to be provided and profits to be realized by the Investment Manager from the relationship with the Fund: The Board of Directors considered the contractual and actual management fees paid by the Fund as well as the Fund’s total expense ratio. As part of its analysis, the Board of Directors gave consideration to the fee and expense analyses provided by the independent data provider. The Board of Directors noted the Fund’s actual management fee at managed asset level was in-line with the Peer Group median, ranking four out of four peers. The Board of Directors also noted that the Fund’s actual management fee at common asset level was higher than the Peer Group median, ranking four out of four peers. The Board of Directors noted that the Fund’s total expense ratios including investment-related expenses at both managed and common asset levels were higher than the Peer Group medians, ranking four out of four peers for each. The Board of Directors also noted that the Fund’s total expense ratios excluding investment-related expenses at both managed and common asset levels were lower than the Peer Group medians, ranking two out of four peers for each. The Board of Directors considered the impact of leverage levels on the Fund’s fees and expenses at managed and common asset levels. The Board of Directors concluded that, in light of market conditions, the Fund’s current expense structure was satisfactory.

The Board of Directors also reviewed information regarding the profitability to the Investment Manager of its relationship with the Fund. The Board of Directors considered the level of the Investment Manager’s profits and whether the profits were reasonable for the Investment Manager. The Board of Directors took into consideration other benefits to be derived by the Investment Manager in connection with the Management Agreement, noting particularly the research and related services, within the meaning of Section 28(e) of the Securities Exchange Act of 1934, that the Investment Manager receives by allocating the Fund’s brokerage transactions. The Board of Directors further considered that the Investment Manager continues to reinvest profits back in the business, including upgrading and/or

 

53


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

implementing new trading, compliance and accounting systems, and by adding investment personnel to the portfolio management teams. The Board of Directors also considered the administrative services provided by the Investment Manager and the associated administration fee paid to the Investment Manager for such services under the Administration Agreement. The Board of Directors determined that the services received under the Administration Agreement are beneficial to the Fund. The Board of Directors concluded that the profits realized by the Investment Manager from its relationship with the Fund were reasonable and consistent with the Investment Manager’s fiduciary duties.

(iv) The extent to which economies of scale would be realized as the Fund grows and whether fee levels would reflect such economies of scale: The Board of Directors noted that, as a closed-end fund, the Fund would not be expected to have inflows of capital that might produce increasing economies of scale. The Board of Directors determined that, given the Fund’s closed-end structure, there were no significant economies of scale that were not already being shared with shareholders. In considering economies of scale, the Board of Directors also noted, as discussed above in (iii), that the Investment Manager continues to reinvest profits back in the business.

(v) Comparison of services to be rendered and fees to be paid to those under other investment management contracts, such as contracts of the same and other investment advisors or other clients: As discussed above in (iii), the Board of Directors compared the fees paid under the Management Agreement to those under other investment management contracts of other investment advisors managing Peer Funds. The Board of Directors also compared the services rendered and fees paid under the Management Agreement to fees paid, including the ranges of such fees, under the Investment Manager’s other fund management agreements and advisory contracts with institutional and other clients with similar investment mandates, noting that the Investment Manager provides more services to the Fund than it does for institutional or subadvised accounts. The Board of Directors also considered the entrepreneurial risk and financial exposure assumed by the Investment Manager in developing and managing the Fund that the Investment Manager does not have with institutional and other clients and other differences in the management of registered investment companies and institutional accounts. The Board of Directors determined that on a comparative basis the fees under the Management Agreement were reasonable in relation to the services provided.

No single factor was cited as determinative to the decision of the Board of Directors, and each Director may have assigned different weights to the various factors. Rather, after weighing all of the considerations and conclusions discussed above, the Board of Directors, including the Independent Directors, unanimously approved the continuation of the Management Agreement.

 

54


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

Cohen & Steers Privacy Policy

 

   
Facts   What Does Cohen & Steers Do With Your Personal Information?
Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

• Social Security number and account balances

 

• Transaction history and account transactions

 

• Purchase history and wire transfer instructions

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Cohen & Steers chooses to share; and whether you can limit this sharing.

 

Reasons we can share your personal information    Does Cohen & Steers
share?
     Can you limit this
sharing?

For our everyday business purposes—

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or reports to credit bureaus

   Yes      No

For our marketing purposes—

to offer our products and services to you

   Yes      No
For joint marketing with other financial companies—    No      We don’t share

For our affiliates’ everyday business purposes—

information about your transactions and experiences

   No      We don’t share

For our affiliates’ everyday business purposes—

information about your creditworthiness

   No      We don’t share
For our affiliates to market to you—    No      We don’t share
For non-affiliates to market to you—    No      We don’t share
       
     
Questions?  Call 866-227-0757            

 

55


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

Cohen & Steers Privacy Policy—(Continued)

 

   
Who we are    
Who is providing this notice?   Cohen & Steers Capital Management, Inc., Cohen & Steers Asia Limited, Cohen & Steers Japan Limited, Cohen & Steers UK Limited, Cohen & Steers Ireland Limited, Cohen & Steers Singapore Private Limited, Cohen & Steers Securities, LLC, Cohen & Steers Private Funds and Cohen & Steers Open and Closed-End Funds (collectively, Cohen & Steers).
What we do    
How does Cohen & Steers protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We restrict access to your information to those employees who need it to perform their jobs, and also require companies that provide services on our behalf to protect your information.
How does Cohen & Steers collect my personal information?  

We collect your personal information, for example, when you:

 

• Open an account or buy securities from us

 

• Provide account information or give us your contact information

 

• Make deposits or withdrawals from your account

 

We also collect your personal information from other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only:

 

• sharing for affiliates’ everyday business purposes—information about your creditworthiness

 

• affiliates from using your information to market to you

 

• sharing for non-affiliates to market to you

 

State law and individual companies may give you additional rights to limit sharing.

Definitions    
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

• Cohen & Steers does not share with affiliates.

Non-affiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

• Cohen & Steers does not share with non-affiliates.

Joint marketing  

A formal agreement between non-affiliated financial companies that together market financial products or services to you.

 

• Cohen & Steers does not jointly market.

 

56


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

Cohen & Steers Open-End Mutual Funds

 

COHEN & STEERS REALTY SHARES

 

  Designed for investors seeking total return, investing primarily in U.S. real estate securities

 

  Symbols: CSJAX, CSJCX, CSJIX, CSRSX, CSJRX, CSJZX

COHEN & STEERS REAL ESTATE SECURITIES FUND

 

  Designed for investors seeking total return, investing primarily in U.S. real estate securities

 

  Symbols: CSEIX, CSCIX, CREFX, CSDIX, CIRRX, CSZIX

COHEN & STEERS INSTITUTIONAL REALTY SHARES

 

  Designed for institutional investors seeking total return, investing primarily in U.S. real estate securities

 

  Symbol: CSRIX

COHEN & STEERS GLOBAL REALTY SHARES

 

  Designed for investors seeking total return, investing primarily in global real estate equity securities

 

  Symbols: CSFAX, CSFCX, CSSPX, GRSRX, CSFZX

COHEN & STEERS INTERNATIONAL REALTY FUND

 

  Designed for investors seeking total return, investing primarily in international (non-U.S.) real estate securities

 

  Symbols: IRFAX, IRFCX, IRFIX, IRFRX, IRFZX

COHEN & STEERS REAL ASSETS FUND

 

  Designed for investors seeking total return and the maximization of real returns during inflationary environments by investing primarily in real assets

 

  Symbols: RAPAX, RAPCX, RAPIX, RAPRX, RAPZX

COHEN & STEERS PREFERRED SECURITIES

AND INCOME FUND

 

  Designed for investors seeking total return (high current income and capital appreciation), investing primarily in preferred and debt securities issued by U.S. and non-U.S. companies

 

  Symbols: CPXAX, CPXCX, CPXFX, CPXIX, CPRRX, CPXZX

COHEN & STEERS LOW DURATION PREFERRED

AND INCOME FUND

 

  Designed for investors seeking high current income and capital preservation by investing in low-duration preferred and other income securities issued by U.S. and non-U.S. companies

 

  Symbols: LPXAX, LPXCX, LPXFX, LPXIX, LPXRX, LPXZX

COHEN & STEERS FUTURE OF ENERGY FUND

 

  Designed for investors seeking total return, investing primarily in securities of traditional and alternative energy companies

 

  Symbols: MLOAX, MLOCX, MLOIX, MLORX, MLOZX

COHEN & STEERS GLOBAL INFRASTRUCTURE FUND

 

  Designed for investors seeking total return, investing primarily in global infrastructure securities

 

  Symbols: CSUAX, CSUCX, CSUIX, CSURX, CSUZX
 

Distributed by Cohen & Steers Securities, LLC.

 

 

Please consider the investment objectives, risks, charges and expenses of any Cohen & Steers U.S. registered open-end fund carefully before investing. A summary prospectus and prospectus containing this and other information can be obtained by calling 800-330-7348 or by visiting cohenandsteers.com. Please read the summary prospectus and prospectus carefully before investing.

 

57


COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

OFFICERS AND DIRECTORS

Joseph M. Harvey

Director, Chair and Vice President

Adam M. Derechin

Director

Michael G. Clark

Director

George Grossman

Director

Dean A. Junkans

Director

Gerald J. Maginnis

Director

Jane F. Magpiong

Director

Daphne L. Richards

Director

Ramona Rogers-Windsor

Director

James Giallanza

President and Chief Executive Officer

Albert Laskaj

Treasurer and Chief Financial Officer

Dana A. DeVivo

Secretary and Chief Legal Officer

Stephen Murphy

Chief Compliance Officer and Vice President

Yigal D. Jhirad

Vice President

Jason A. Yablon

Vice President

Mathew Kirschner

Vice President

KEY INFORMATION

Investment Manager and Administrator

Cohen & Steers Capital Management, Inc.

1166 Avenue of the Americas, 30th Floor New York, NY 10036

(212) 832-3232

Co-administrator and Custodian

State Street Bank and Trust Company

One Congress Street, Suite 1

Boston, MA 02114-2016

Transfer Agent

Computershare

150 Royall Street

Canton, MA 02021

(866) 227-0757

Legal Counsel

Ropes & Gray, LLP

1211 Avenue of the Americas

New York, NY 10036

 

New York Stock Exchange Symbol:   RQI

Website: cohenandsteers.com

This report is for shareholder information. This is not a prospectus intended for use in the purchase or sale of Fund shares. Performance data quoted represent past performance. Past performance is no guarantee of future results and your investment may be worth more or less at the time you sell your shares.

 

 

58


eDelivery AVAILABLE

Stop traditional mail delivery;

receive your shareholder reports

and prospectus online.

Sign up at cohenandsteers.com

 

LOGO

Semi-Annual Financial Statements June 30, 2024

Cohen & Steers

Quality Income

Realty Fund (RQI)

RQISAR

 

 

 


(b)

Notice of Internet Availability of Shareholder Report(s)

 

LOGO

 

 

 

 

 


 
COHEN & STEERS  ID:   

XXXXX  XXXXX  XXXXX  XXXXX

Important Fund Report(s) Now Available Online and In Print by Request. Annual and Semi-Annual Reports contain important information about the fund, including its holdings and financials. we encourage you to review the report(s) at the website below:

https://www.cohenandsteers.com/funds/fund-literature

Cohen & Steers Quality Income Realty Fund

 

 

 

 

LOGO

  

Request a printed/email report at no charge and/or elect to receive paper reports in the future, by calling or visiting (otherwise you will not receive a paper/email report):

 

1-866-345-5954

 

www.FundReports.com

 

 

         LOGO

 

 

 


Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Included in Item 1 above.

(b) Not applicable.

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

Not applicable.

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

Not applicable.

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

Not applicable.

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

Not applicable.

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

Included in Item 1 above.

 

 

 


Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

(a) Not applicable.

(b) Effective April 1, 2024, Elaine Zaharis-Nikas was added as a portfolio manager of the Registrant. Effective August 1, 2024, William F. Scapell no longer serves as a portfolio manager of the Registrant. Elaine Zaharis-Nikas, Jason Yablon and Mathew Kirschner continue to serve as portfolio managers of the Registrant.

Information pertaining to Ms. Zaharis-Nikas, as of September 5, 2024, is set forth below.

 

Elaine Zaharis-Nikas

 

•   Portfolio manager since April 2024

  

Senior Vice President of Cohen & Steers Capital Management, Inc. (the “Advisor”) since 2014. Prior to that, Vice President of C&S since 2005.

Ms. Zaharis-Nikas manages other investment companies and/or investment vehicles and accounts in addition to the Registrant. The following tables show, as of June 30, 2024, the number of other accounts she managed in each of the listed categories and the total assets in the other accounts managed within each category. None of the accounts managed by Ms. Zaharis-Nikas are subject to performance-based fees.

 

                                         
Elaine Zaharis-Nikas    Number of accounts    Total assets  

•   Registered investment companies

   12    $ 18,109,299,708  

•   Other pooled investment vehicles

   15    $ 2,679,649,083  

•   Other accounts

   20    $ 2,963,737,872  

Conflicts of Interest. Although the potential for conflicts of interest exist when an investment adviser and portfolio managers manage other accounts that invest in securities in which the Registrant may invest or that may pursue a strategy similar to one of the Registrant’s strategies, the Advisor has procedures in place that are designed to ensure that all accounts are treated fairly and that the Funds are not disadvantaged.

 

 

 


For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Registrant and the other accounts or vehicles he advises. In addition, due to differences in the investment strategies or restrictions among a Fund and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to a Fund. In some cases, another account managed by a portfolio manager may provide more revenue to the Advisor. While this may appear to create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities, the Advisor strives to ensure that portfolio managers endeavor to exercise their discretion in a manner that is equitable to all interested persons. In this regard, in the absence of specific account-related limitations (such as client-imposed restrictions or lack of available cash), for equity strategies it is the general policy of the Advisor to allocate investment ideas pro rata to all accounts with the same primary investment strategy, except where an allocation would not produce a meaningful position size. The Advisor generally attempts to allocate orders for the same fixed income security on a pro rata basis among participating eligible accounts. Purchases and sales of fixed income securities, including new issues and other limited investment opportunities may differ from a pro-rata allocation based on the investment objective, guideline restrictions, the benchmark and characteristics of the particular account. When determining which accounts will participate in a block trade, the Advisor also takes into consideration factors that may include duration, sector and/or issuer weights relative to benchmark, cash flows / liquidity needs, style, maturity and credit quality. In addition, if the allocation process results in a very small allocation, or if there are minimum security requirements that are not achieved at our targeted position size, these amounts can be reallocated to other clients. To reach desired outcomes with regards to portfolio characteristics, certain portfolios may hold different securities with substantially similar investment characteristics to achieve its investment objective, such that comparable risk positioning, in accordance with guidelines and mandates, is realized over time. In addition, the Registrant, as a registered investment company, is subject to different regulations than certain of the other accounts, and, consequently, may not be permitted to engage in all the investment techniques or transactions, or to engage in such techniques or transactions to the same degree, as the other accounts.

Certain of the portfolio managers may from time to time manage one or more accounts in which the Advisor holds a substantial interest (the “CNS Accounts”). Certain securities held and traded in the CNS Accounts also may be held and traded in one or more client accounts. It is the policy of the Advisor, however, not to put the interests of the CNS Accounts ahead of the interests of client accounts. The Advisor may aggregate orders of client accounts with those of the CNS Accounts; however, under no circumstances will preferential treatment be given to the CNS Accounts. For all orders involving the CNS Accounts, purchases or sales will be allocated prior to trade placement, and orders that are only partially filled will be allocated across all accounts in proportion to the shares each account, including the CNS Accounts, was designated to receive prior to trading. As a result, it is expected that the CNS Accounts will receive the same average price as other accounts included in the aggregated order. Shares will not normally be allocated or re-allocated to the CNS Accounts after trade execution or after the average price is known. However, in the event so few shares of an order are executed that a pro-rata allocation is not practical, a rotational system of allocation may be used; however, the CNS Accounts will never be part of that rotation or receive shares of a partially filled order other than on a pro-rata basis.

 

 

 


Because certain CNS Accounts are managed with a cash management objective, it is possible that a security will be sold out of the CNS Accounts but continue to be held for one or more client accounts. In situations when this occurs, such security will remain in a client account only if the Advisor, acting in its reasonable judgment and consistent with its fiduciary duties, believes this is appropriate for, and consistent with the objectives and profile of, the client account.

Certain accounts managed by the Advisor may compensate the Advisor using performance based fees. Orders for these accounts will be aggregated, to the extent possible, with any other account managed by the Advisor, regardless of the method of compensation. In the event such orders are aggregated, allocation of partially-filled orders will be made on a pro-rata basis in accordance with pre-trade indications. An account’s fee structure is not considered when making allocation decisions.

Certain of the portfolio managers may from time to time manage portfolios used in a unified managed account programs or other model portfolio arrangements (collectively, “Model Portfolios”) offered by various sponsors and/or other non-Cohen & Steers investment advisors. In connection with these Model Portfolios, portfolio managers provide investment recommendations in the form of model portfolios to a third party, who is responsible for executing trades for participating client accounts. The Advisor maintains procedures designed to deliver portfolios on a fair and equitable basis. Trades for Cohen & Steers discretionary managed accounts, including the Registrant, are worked contemporaneously with the delivery of updated model information. The Model Portfolios may achieve a security weighting ahead of or after the weighting achieved in the Registrant.

Finally, the structure of a portfolio manager’s compensation may give rise to potential conflicts of interest. A portfolio manager’s base pay and bonus tend to increase with additional and more complex responsibilities that include increased assets under management. As such, there may be an indirect relationship between a portfolio manager’s marketing or sales efforts and his or her bonus compensation.

The Advisor and the Registrant have adopted certain compliance procedures that are designed to address the above conflicts as well as other types of conflicts of interests. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.

Advisor Compensation Structure. Compensation of portfolio managers and other investment professionals is comprised of: (1) a base salary, (2) an annual cash bonus and (3) long-term stock-based compensation consisting generally of restricted stock units of Cohen & Steers, Inc. (“CNS”), the parent company of the Advisor. All employees, including the portfolio managers and other investment professionals, also receive certain retirement, insurance and other benefits. Compensation is reviewed on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are effective the January following the fiscal year-end of CNS.

Method to Determine Compensation. Compensation for the portfolio managers is determined by evaluating four primary components, in order of emphasis: (1) investment performance, (2) leadership and collaboration, (3) team level revenue changes and (4) the firm’s financial results.

 

 

 


The investment performance evaluation is based on the team’s excess returns versus a representative benchmark and, where available, on the percentile rankings relative to an institutional peer group and percentile rankings relative to a retail peer group. The performance metrics are on a pre-tax and pre-expense basis and are reviewed for both the one- and three-year periods, with a greater weight given to the three-year period. The benchmark and peers which most represent the investment strategy are used in evaluating performance. For portfolio managers responsible for multiple Funds and other accounts, performance is evaluated on an aggregate basis. Leadership and collaboration are evaluated through a qualitative assessment. The qualitative factors considered for evaluating leadership include, among others, process and innovation, team development, thought leadership, client service and cross team cooperation. A final factor is based on portfolio managers’ ownership level in the Funds they manage.

On an annual basis, the performance metrics and leadership factors are aggregated to produce a quantitative assessment of the portfolio manager and investment team. This assessment is considered alongside calendar year over year changes in a strategy’s advisory fees earned, the operating performance of the Advisor and CNS, and market factors to determine appropriate levels for salaries, bonuses and stock-based compensation. Base compensation for portfolio managers are fixed and vary in line with the portfolio manager’s seniority and position with the firm. Cash bonuses and stock based compensation may fluctuate significantly from year-to-year, based on this framework.

The Advisor has a negligible number of accounts with performance based fees, and although portfolio managers do not directly receive a portion of these fees, performance based fees may contribute to the overall profitability of the Advisor.

Share Ownership. As of June 30, 2024, Ms. Zaharis-Nikas did not own securities of the Registrant.

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

None.

Item 15. Submission of Matters to a Vote of Security Holders.

None.

Item 16. Controls and Procedures.

(a) The Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, based upon such officers’ evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

 

 

 


(b) There were no changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

(a) For the fiscal year ended December 31, 2023, the Registrant had the following dollar amounts of income and fees/compensation related to its securities lending activities:

 

     Total  
Gross income from securities lending activities     $1,390,731  
Fees and/or compensation for securities lending activities and related services        

Fees paid to securities lending agent from a revenue split

    $416,883  

Fees paid for cash collateral management services (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split

     

Administrative fees that are not included in the revenue split

     

Indemnification fee not included in the revenue split

     

Rebates paid to borrowers;

     

Other fees relating to the securities lending program not included in the revenue split

     
Aggregate fees/compensation for securities lending activities and related services     $416,883  
Net income from securities lending activities     $973,848  

(b) During the Registrants most recent fiscal year ended December 31, 2023, BNP Paribas (“BNPP”) served as the Registrant’s securities lending agent.

As a securities lending agent, BNPP is responsible for the implementation and administration of the Registrant’s securities lending program. Pursuant to its respective Securities Lending Agreement (“Securities Lending Agreement”) with the Registrant, BNPP, as a general matter, performs various services, including the following:

 

   

Locating borrowers;

 

   

Monitoring daily the value of the loaned securities and collateral (i.e., the collateral posted by the party borrowing);

 

   

Negotiation of loan terms;

 

   

Selection of securities to be loaned;

 

   

Recordkeeping and account servicing;

 

   

Monitoring of dividend activity and material proxy votes relating to loaned securities; and

 

   

Arranging for return of loaned securities to the Registrant at loan termination.

BNPP is compensated for the above-described services from its securities lending revenue split. The table above shows what the Registrant earned and the fees and compensation it paid in connections with its securities lending activities during its most recent fiscal year.

 

 

 


Item 18. Recovery of Erroneously Awarded Compensation.

Not applicable.

Item 19. Exhibits.

(a)(1) Not applicable.

(a)(2) Not applicable.

(a)(3) Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940.

(b) Certifications of principal executive officer and principal financial officer as required by Rule 30a- 2(b) under the Investment Company Act of 1940.

(c) Registrant’s notices to shareholders pursuant to registrant’s exemptive order granting an exemption from Section 19(b) of the 1940 Act and Rule 19b-1 thereunder regarding distributions pursuant to the Registrant’s Managed Distribution Plan.

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

COHEN & STEERS QUALITY INCOME REALTY FUND, INC.

 

  By:   /s/ James Giallanza
   

Name:   James Giallanza

   

Title:    Principal Executive Officer

   

      (President and Chief Executive Officer)

  Date: September 5, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

  By:   /s/ James Giallanza
   

Name:   James Giallanza

   

Title:    Principal Executive Officer

   

      (President and Chief Executive Officer)

  By:   /s/ Albert Laskaj
   

Name:   Albert Laskaj

   

Title:    Principal Financial Officer

   

      (Treasurer and Chief Financial Officer)

  Date: September 5, 2024