0001193125-23-201548.txt : 20230830 0001193125-23-201548.hdr.sgml : 20230830 20230802135927 ACCESSION NUMBER: 0001193125-23-201548 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cohen & Steers Closed-End Opportunity Fund, Inc. CENTRAL INDEX KEY: 0001375340 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-832-3232 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cohen & Steers Preferred Securities & Income SMA Shares, Inc. CENTRAL INDEX KEY: 0001760077 IRS NUMBER: 832579576 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-832-3232 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHEN & STEERS GLOBAL REALTY SHARES, INC CENTRAL INDEX KEY: 0001033969 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128323232 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: COHEN & STEERS REALTY FOCUS FUND DATE OF NAME CHANGE: 20040930 FORMER COMPANY: FORMER CONFORMED NAME: COHEN & STEERS SPECIAL EQUITY FUND DATE OF NAME CHANGE: 19970218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHEN & STEERS REAL ESTATE SECURITIES FUND INC CENTRAL INDEX KEY: 0001041917 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 280 PARK AVE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128323232 MAIL ADDRESS: STREET 1: 280 PARK AVE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: COHEN & STEERS REALTY INCOME FUND INC DATE OF NAME CHANGE: 20040930 FORMER COMPANY: FORMER CONFORMED NAME: COHEN & STEERS EQUITY INCOME FUND INC DATE OF NAME CHANGE: 19970707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHEN & STEERS INSTITUTIONAL REALTY SHARES INC CENTRAL INDEX KEY: 0001096903 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 280 PARK AVE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128323232 MAIL ADDRESS: STREET 1: 280 PARK AVE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHEN & STEERS QUALITY INCOME REALTY FUND INC CENTRAL INDEX KEY: 0001157842 IRS NUMBER: 134189110 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128323232 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: COHEN & STEERS INCOME REALTY FUND INC DATE OF NAME CHANGE: 20010821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHEN & STEERS REIT & PREFERRED & INCOME FUND INC CENTRAL INDEX KEY: 0001224450 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128323232 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: COHEN & STEERS REIT & PREFERRED INCOME FUND INC DATE OF NAME CHANGE: 20190311 FORMER COMPANY: FORMER CONFORMED NAME: COHEN & STEERS REIT & PREFERRED & INCOME FUND INC DATE OF NAME CHANGE: 20190128 FORMER COMPANY: FORMER CONFORMED NAME: COHEN & STEERS REIT & PREFERRED INCOME FUND INC DATE OF NAME CHANGE: 20030506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHEN & STEERS INFRASTRUCTURE FUND INC CENTRAL INDEX KEY: 0001275617 IRS NUMBER: 731696084 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128323232 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: COHEN & STEERS SELECT UTILITY FUND INC DATE OF NAME CHANGE: 20040107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHEN & STEERS GLOBAL INFRASTRUCTURE FUND INC CENTRAL INDEX KEY: 0001276070 IRS NUMBER: 200864377 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 280 PARK AVE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-832-3232 MAIL ADDRESS: STREET 1: 280 PARK AVE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: COHEN & STEERS UTILITY FUND INC DATE OF NAME CHANGE: 20040112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cohen & Steers Alternative Income Fund, Inc. CENTRAL INDEX KEY: 0001307144 IRS NUMBER: 201990800 STATE OF INCORPORATION: MD FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-832-3232 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Cohen & Steers Dividend Value Fund, Inc. DATE OF NAME CHANGE: 20050808 FORMER COMPANY: FORMER CONFORMED NAME: Cohen & Steers Equity Income Fund, Inc. DATE OF NAME CHANGE: 20050630 FORMER COMPANY: FORMER CONFORMED NAME: Cohen & Steers Dividend Strategy Fund, Inc. DATE OF NAME CHANGE: 20041103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cohen & Steers International Realty Fund, Inc. CENTRAL INDEX KEY: 0001309161 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-832-3232 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Cohen & Steers Global Realty Fund, Inc. DATE OF NAME CHANGE: 20041118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHEN & STEERS PREFERRED SECURITIES & INCOME FUND, INC. CENTRAL INDEX KEY: 0001484750 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-832-3232 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: COHEN & STEERS PREFERRED SECURITIES FUND, INC. DATE OF NAME CHANGE: 20100222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cohen & Steers Select Preferred & Income Fund, Inc. CENTRAL INDEX KEY: 0001498612 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212.832.3232 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Cohen & Steers Preferred & Income Fund, Inc. DATE OF NAME CHANGE: 20100810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cohen & Steers Real Assets Fund, Inc. CENTRAL INDEX KEY: 0001533503 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 800-330-7348 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cohen & Steers Ltd Duration Preferred & Income Fund, Inc. CENTRAL INDEX KEY: 0001548717 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: FLOOR 10 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 832-3232 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: FLOOR 10 CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Cohen & Steers Low Duration Preferred Income Fund, Inc. DATE OF NAME CHANGE: 20120430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cohen & Steers MLP Income & Energy Opportunity Fund CENTRAL INDEX KEY: 0001564216 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE, FLOOR 10 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 832-3232 MAIL ADDRESS: STREET 1: 280 PARK AVENUE, FLOOR 10 CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Cohen & Steers MLP & Energy Income Fund DATE OF NAME CHANGE: 20121210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cohen & Steers MLP & Energy Opportunity Fund, Inc. CENTRAL INDEX KEY: 0001580956 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: FLOOR 10 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 832-3232 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: FLOOR 10 CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Cohen & Steers MLP Income & Energy Fund, Inc. DATE OF NAME CHANGE: 20130708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHEN & STEERS REALTY SHARES INC CENTRAL INDEX KEY: 0000874505 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128323232 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHEN & STEERS TOTAL RETURN REALTY FUND INC CENTRAL INDEX KEY: 0000891290 IRS NUMBER: 133680664 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128323232 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: COHEN & STEERS OPPORTUNITY TRUST INC DATE OF NAME CHANGE: 19930714 CORRESP 1 filename1.htm CORRESP

COHEN & STEERS

280 Park Avenue, 10th Floor

New York, New York 10017

August 2, 2023

VIA EDGAR

Melissa McDonough

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

 

Re:

Sarbanes-Oxley Review of Cohen & Steers’ Complex of Funds

Dear Ms. McDonough:

Thank you for your oral comments provided on June 8, and July 24, 2023 regarding your Sarbanes-Oxley review (“SOX review”) of the Cohen & Steers open- and closed-end funds listed on Appendix A (each, a “Fund” and collectively, the “Funds”). Your oral comments are summarized below to the best of our understanding, followed by the Fund’s responses.

 

  I.

FORM N-CSR COMMENTS

 

  1.

Comment: “Regarding the Cohen & Steers Closed-End Opportunity Fund, please include the required acquired fund fees and expenses (“AFFE”) disclosures for the Fund’s investments in other investment companies in the fee table included in the Fund’s prospectus, as required by Item 3, instruction 10 of Form N-2.”

Response: We understand that Form N-2 requires funds to include AFFE disclosures in its fee table. However, we note that the prospectus on Form N-2 for the Cohen & Steers Closed-End Opportunity Fund was filed on November 16, 2006, several months before the January 2, 2007 compliance date requiring such AFFE disclosures went into effect. Accordingly, we respectfully submit that this comment is not applicable to the Fund’s prospectus. Cohen & Steers Closed-End Opportunity Fund will include any required AFFE disclosures in any future filings of registration statements on Form N-2 or post-effective amendments thereto.

 

  2.

Comment: “Regarding the Cohen & Steers Closed-End Opportunity Fund, please confirm in correspondence that this Fund’s investment in other funds has disclosed distributions of realized gains by other investment companies separately, as required by Reg S-X 6-07.7(b).”

Response: The Fund appropriately classifies distributions from investment companies as either net income or realized gains. The Fund will separately disclose distributions of realized gains from investment companies going forward. The amounts are not material to the December 31, 2022 financial statements.

 

  3.

Comment: “With respect to the following three funds, the Cohen & Steers REIT and Preferred and Income Fund, the Cohen & Steers Total Return Realty Fund, and the Cohen & Steers Quality Income Realty Fund: The Level 3 roll forward for the private real estate office

of Legacy Gateway JV indicates that an investment was made in 2022 for the first time. Also, during 2022, there was a return of capital of more than half the value of the investment. Please describe in correspondence the timeline of the initial investment and return of capital for 2022. Please also describe the facts used to determine the initial valuation of such investment (i.e., the purchase price).”

Response: On January 5, 2022, the Funds acquired an investment in Legacy Gateway JV LLC. On April 7, 2022, a mortgage loan was secured for the property by Lincoln Property Commercial Company, Inc., through its wholly owned LO Legacy Gateway LLC, the LLC Operating Partner. We further confirm that such mortgage loan is non-recourse to the Funds. On April 8, 2022, the proceeds of the mortgage loan were utilized by the LLC Operating Partner to make a distribution, in the form of return of capital, to the Funds. Per the Funds’ valuation policy, the investment in Legacy Gateway JV LLC was initially valued at acquisition cost (less closing costs) as this was representative of fair value.

 

  4.

Comment: “With respect to the following three funds, the Cohen & Steers REIT and Preferred and Income Fund, the Cohen & Steers Total Return Realty Fund, and the Cohen & Steers Quality Income Realty Fund: these funds reflect consolidated financial statements. However, the audit opinion does not reference consolidated financial statements. Please confirm in correspondence that the auditors did in fact audit the consolidated financial statements and ensure that the audit opinion mentions consolidation on a go-forward basis. Additionally, the internal control letters that were filed with Form N-CEN did not make reference to consolidated financial statements. Please ensure consistency with internal control letters, audit opinions and financial statements.”

Response: The auditors did in fact audit the consolidated financial statements and believe their opinion is appropriate, however, will include a reference to the consolidated financial statements in the audit opinion and N-CEN internal control letters in the future.

 

  5.

Comment: “With respect to the following four funds, the Cohen & Steers Infrastructure Fund, the Cohen & Steers REIT and Preferred and Income Fund, the Cohen & Steers Total Return Realty Fund, and the Cohen & Steers Quality Income Realty Fund: Please include in correspondence and on a go-forward basis a sufficient description of the nature of the services comprising the audit-related fees that were disclosed in the category of services provided by the principal accountant, as required by Form N-CSR Item 4(b).”

Response: For the Cohen & Steers Infrastructure Fund, audit-related fees were for other attest services rendered in connection with the Fund’s ongoing At-the-Market offering. For the Cohen & Steers REIT and Preferred and Income Fund, the Cohen & Steers Total Return Realty Fund, and the Cohen & Steers Quality Income Realty Fund, audit-related fees were for services performed in connection with each Fund’s semi-annual financial statement interim reviews. We confirm that going forward, we will include a sufficient description of the nature of the services comprising audit-related fees for each fund.

*        *         *        *        *

Should members of the Staff have any questions or comments regarding the responses herein, they should call the undersigned at 212.796.9391.

 

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Very truly yours,

/s/ Albert Laskaj    

Albert Laskaj

Chief Financial Officer

 

cc:

Dana DeVivo, Cohen & Steers

Francis Poli, Cohen & Steers

Adam Derechin, Cohen & Steers

James Giallanza, Cohen & Steers

Stephen Murphy, Cohen & Steers

Michael Doherty, Ropes & Gray LLP

 

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Appendix A

 

811-21948   

Cohen & Steers Closed-End Opportunity Fund, Inc.

811-21485   

Cohen & Steers Infrastructure Fund, Inc.

811-22455   

Cohen & Steers Select Preferred & Income Fund, Inc.

811-22707   

Cohen & Steers Ltd Duration Preferred & Income Fund, Inc.

811-07154   

Cohen & Steers Total Return Realty Fund, Inc.

811-10481   

Cohen & Steers Quality Income Realty Fund, Inc

811-21326   

Cohen & Steers REIT and Preferred and Income Fund, Inc.

811-22780   

Cohen & Steers MLP Income & Energy Opportunity Fund, Inc.

811-08059   

Cohen & Steers Global Realty Shares, Inc.

811-06302   

Cohen & Steers Realty Shares, Inc.

811-09631   

Cohen & Steers Institutional Realty Shares, Inc.

811-08287   

Cohen & Steers Real Estate Securities Fund, Inc.

811-21677   

Cohen & Steers International Realty Fund, Inc.

811-21488   

Cohen & Steers Global Infrastructure Fund Inc

811-22867   

Cohen & Steers MLP & Energy Opportunity Fund, Inc.

811-21668   

Cohen & Steers Alternative Income Fund, Inc.

811-23393   

Cohen & Steers Preferred Securities and Income SMA Shares, Inc.

811-22392   

Cohen & Steers Preferred Securities & Income Fund, Inc.

811-22621   

Cohen & Steers Real Assets Fund, Inc.

 

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