RFI / Cohen & Steers Total Return Realty Fund, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒      Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒      Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

COHEN & STEERS 280 Park Avenue, 10th Floor New York, New York 10017

COHEN & STEERS 280 Park Avenue, 10th Floor New York, New York 10017 August 2, 2023 VIA EDGAR Melissa McDonough Division of Investment Management U.

COHEN & STEERS TOTAL RETURN REALTY FUND, INC. AMENDED AND RESTATED BYLAWS ARTICLE I

EX-99.(3)(2) Exhibit 3.2 COHEN & STEERS TOTAL RETURN REALTY FUND, INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors of the Corporation (the “Board of Directors” or “Board”) may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have addi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 15, 2023 COHEN & STEERS TOTAL RETURN REALTY FUND, INC. - (Exact name of registrant as specified in its charter) Maryland 811-07154 13-3680664 - - - (State or other jurisdiction

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Cohen & Steers Closed-End Joint Proxy Statement SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

Rule 12d1-4 Unit Investment Trust of Closed-End Funds Investment Agreement Between the Registrant and First Trust CEF Income Opportunity ETF, Dated January 21, 2022.*

Exhibit (k)(5) EXECUTION COPY RULE 12d1-4 EXCHANGE TRADED FUND OF CLOSED-END FUNDS INVESTMENT AGREEMENT This Agreement, dated as of January 21, 2022, between First Trust CEF Income Opportunity ETF (the ?Acquiring Fund?) and each closed-end investment company registered under the Investment Company Act of 1940, as amended (the ?1940 Act?) advised by Cohen & Steers Capital Management, Inc.

As filed with the Securities and Exchange Commission on December 1, 2022

As filed with the Securities and Exchange Commission on December 1, 2022 1933 Act File No.

Rule 12d1-4 Unit Investment Trust of Closed-End Funds Investment Agreement Between the Registrant and FT Series, Dated January 20, 2022.*

Exhibit (k)(4) RULE 12d1-4 UNIT INVESTMENT TRUST OF CLOSED-END FUNDS INVESTMENT AGREEMENT This Agreement, dated as of January 20, 2022, between FT Series (the ?Trust?) on behalf of each of its existing and future series that invests in an Acquired Fund in reliance on the Rule as such terms are defined below, severally and not jointly, (each, an ?Acquiring Fund?), and each closed-end investment company registered under the Investment Company Act of 1940, as amended (the ?1940 Act?) advised by Cohen & Steers Capital Management, Inc.

COHEN & STEERS TOTAL RETURN REALTY FUND, INC. CONSOLIDATED SCHEDULE OF INVESTMENTS September 30, 2022 (Unaudited) Shares Value COMMON STOCK 76.4 % COMMUNICATIONS—TOWERS 11.5 % American Tower Corp. 109,801 $ 23,574,274 Crown Castle International Corp.

COHEN & STEERS TOTAL RETURN REALTY FUND, INC. CONSOLIDATED SCHEDULE OF INVESTMENTS September 30, 2022 (Unaudited) Shares Value COMMON STOCK 76.4 % COMMUNICATIONS—TOWERS 11.5 % American Tower Corp. 109,801 $ 23,574,274 Crown Castle International Corp. 83,147 12,018,899 35,593,173 REAL ESTATE 64.9 % DATA CENTERS 5.8 % Digital Realty Trust, Inc. 85,751 8,504,784 Equinix, Inc. 16,670 9,482,563 17,987,

COHEN & STEERS TOTAL RETURN REALTY FUND, INC. CONSOLIDATED SCHEDULE OF INVESTMENTS March 31, 2022 (Unaudited) Shares Value COMMON STOCK 81.7% COMMUNICATIONS—TOWERS 13.0% American Tower Corp. 143,572 $ 36,068,158 Crown Castle International Corp. 64,76

COHEN & STEERS TOTAL RETURN REALTY FUND, INC. CONSOLIDATED SCHEDULE OF INVESTMENTS March 31, 2022 (Unaudited) Shares Value COMMON STOCK 81.7% COMMUNICATIONS—TOWERS 13.0% American Tower Corp. 143,572 $ 36,068,158 Crown Castle International Corp. 64,762 11,955,065 SBA Communications Corp. 11,030 3,795,423 51,818,646 REAL ESTATE 68.7% DATA CENTERS 4.7% Digital Realty Trust, Inc. 46,342 6,571,296 Equi

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 d325712ddef14a.htm COHEN & STEERS CLOSED-END JOINT PROXY STATEMENT SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For U

COHEN & STEERS TOTAL RETURN REALTY FUND, INC. SCHEDULE OF INVESTMENTS September 30, 2021 (Unaudited) Shares Value COMMON STOCK 83.1 % COMMUNICATIONS—TOWERS 12.4 % American Tower Corp. 115,367 $ 30,619,555 Crown Castle International Corp. 64,762 11,22

COHEN & STEERS TOTAL RETURN REALTY FUND, INC. SCHEDULE OF INVESTMENTS September 30, 2021 (Unaudited) Shares Value COMMON STOCK 83.1 % COMMUNICATIONS—TOWERS 12.4 % American Tower Corp. 115,367 $ 30,619,555 Crown Castle International Corp. 64,762 11,224,550 SBA Communications Corp. 19,579 6,472,230 48,316,335 REAL ESTATE 70.7 % DATA CENTERS 8.0 % CyrusOne, Inc. 132,328 10,243,510 Digital Realty Trus

COHEN & STEERS TOTAL RETURN REALTY FUND, INC. SCHEDULE OF INVESTMENTS March 31, 2021 (Unaudited) Shares Value COMMON STOCK 83.8 % COMMUNICATIONS—TOWERS 12.3 % American Tower Corp. 93,164 $ 22,271,786 Crown Castle International Corp. 73,229 12,604,908

DOS COHEN & STEERS TOTAL RETURN REALTY FUND, INC. SCHEDULE OF INVESTMENTS March 31, 2021 (Unaudited) Shares Value COMMON STOCK 83.8 % COMMUNICATIONS—TOWERS 12.3 % American Tower Corp. 93,164 $ 22,271,786 Crown Castle International Corp. 73,229 12,604,908 SBA Communications Corp. 34,096 9,463,345 44,340,039 REAL ESTATE 71.5 % DATA CENTERS 7.5 % CyrusOne, Inc. 132,328 8,961,252 Digital Realty Trust,

- COHEN & STEERS CLOSED-END JOINT PROXY STATEMENT

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

COHEN & STEERS TOTAL RETURN REALTY FUND, INC. SCHEDULE OF INVESTMENTS September 30, 2020 (Unaudited) Shares Value COMMON STOCK 83.2 % COMMUNICATIONS—TOWERS 17.4 % American Tower Corp. 98,416 $ 23,790,100 Crown Castle International Corp. 116,309 19,36

HTML COHEN & STEERS TOTAL RETURN REALTY FUND, INC. SCHEDULE OF INVESTMENTS September 30, 2020 (Unaudited) Shares Value COMMON STOCK 83.2 % COMMUNICATIONS—TOWERS 17.4 % American Tower Corp. 98,416 $ 23,790,100 Crown Castle International Corp. 116,309 19,365,448 SBA Communications Corp. 42,264 13,460,239 56,615,787 REAL ESTATE 65.8 % DATA CENTERS 8.3 % CyrusOne, Inc. 111,911 7,837,127 Equinix, Inc.

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COHEN & STEERS 280 Park Avenue, 10th Floor New York, New York 10017 June 15, 2020 VIA EDGAR Christina Fettig Division of Investment Management U.

COHEN & STEERS TOTAL RETURN REALTY FUND, INC. SCHEDULE OF INVESTMENTS March 31, 2020 (Unaudited) Shares Value COMMON STOCK 83.2 % COMMUNICATIONS—TOWERS 14.7 % American Tower Corp. 132,131 $ 28,771,525 Crown Castle International Corp. 93,123 13,446,96

FOR VALIDATION PURPOSES ONLY - [878623.TX] COHEN & STEERS TOTAL RETURN REALTY FUND, INC. SCHEDULE OF INVESTMENTS March 31, 2020 (Unaudited) Shares Value COMMON STOCK 83.2 % COMMUNICATIONS—TOWERS 14.7 % American Tower Corp. 132,131 $ 28,771,525 Crown Castle International Corp. 93,123 13,446,961 42,218,486 REAL ESTATE 68.5 % DATA CENTERS 12.1 % CyrusOne, Inc. 133,963 8,272,215 Digital Realty Trust,

- COHEN & STEERS CLOSED END FUNDS

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐Definitive Proxy Statement Definitive Additional Materials ☐Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

FOF / Cohen & Steers Closed-End Opportunity Fund, Inc. DEFA14A - - COHEN & STEERS CLOSED-END JOINT PROXY STATEMENT

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

FOF / Cohen & Steers Closed-End Opportunity Fund, Inc. DEF 14A - - COHEN & STEERS CLOSED-END JOINT PROXY STATEMENT

Cohen & Steers Closed-End Joint Proxy Statement SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

RFI / Cohen & Steers Total Return Realty Fund, Inc. NPORT-EX - -

FOR VALIDATION PURPOSES ONLY - [711235.TX] COHEN & STEERS TOTAL RETURN REALTY FUND, INC. SCHEDULE OF INVESTMENTS September 30, 2019 (Unaudited) Shares Value COMMON STOCK 82.1 % COMMUNICATIONS—TOWERS 12.2 % American Tower Corp. 102,683 $ 22,706,292 Crown Castle International Corp. 169,042 23,498,528 46,204,820 REAL ESTATE 69.9 % DATA CENTERS 9.3 % CyrusOne, Inc. 133,963 10,596,473 Digital Realty Tr

RFI / Cohen & Steers Total Return Realty Fund, Inc. NPORT-EX - -

FOR VALIDATION PURPOSES ONLY - [635901.TX] COHEN & STEERS TOTAL RETURN REALTY FUND, INC. SCHEDULE OF INVESTMENTS March 31, 2019 (Unaudited) Shares Value COMMON STOCK 81.2 % COMMUNICATIONS—TOWERS 9.9 % American Tower Corp. 122,079 $ 24,056,888 Crown Castle International Corp. 82,887 10,609,536 34,666,424 REAL ESTATE 71.3 % DATA CENTERS 8.2 % CyrusOne, Inc. 141,157 7,402,273 Digital Realty Trust, In

FOF / Cohen & Steers Closed-End Opportunity Fund, Inc. COHEN & STEERS CLOSED-END JOINT PROXY STATEMENT

Cohen & Steers Closed-End Joint Proxy Statement SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

RFI / Cohen & Steers Total Return Realty Fund, Inc. COHEN & STEERS TOTAL RETURN REALTY FUND INC (Quarterly Schedule of Portfolio Holdings)

N-Q 1 d431210dnq.htm COHEN & STEERS TOTAL RETURN REALTY FUND INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT COMPANY Investment Company Act file number: 811-07154 Cohen & Steers Total Return Realty Fund, Inc. Exact Name of Registrant (as specified in charter): 280 Park Avenue New York, NY 10017 Add

RULE 30a-2(a) CERTIFICATIONS

EX-99.CERT 2 d431210dex99cert.htm CERTIFICATIONS EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of th

RULE 30a-2(a) CERTIFICATIONS

EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were

RFI / Cohen & Steers Total Return Realty Fund, Inc. COHEN & STEERS TOTAL RETURN REALTY FUND, INC. (Quarterly Schedule of Portfolio Holdings)

Cohen & Steers Total Return Realty Fund, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT COMPANY Investment Company Act file number: 811-07154 Cohen & Steers Total Return Realty Fund, Inc. Exact Name of Registrant (as specified in charter) 280 Park Avenue New York, NY 10017 Address of Principal Ex

FOF / Cohen & Steers Closed-End Opportunity Fund, Inc. COHEN & STEERS CLOSED-END JOINT PROXY STATEMENT

Cohen & Steers Closed-End Joint Proxy Statement SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Cohen & Steers Total Return Realty Fund Inc - N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) Franc

Cohen & Steers Total Return Realty Fund Inc - N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) Tina

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Cohen & Steers Total Return Realty Fund COHEN & STEERS CLOSED-END JOINT PROXY STATEMENT

Cohen & Steers Closed-End Joint Proxy Statement SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

Cohen & Steers Total Return Realty Fund N-Q (Quarterly Schedule of Portfolio Holdings)

N-Q 1 a16-200588nq.htm N-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executiv

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Cohen & Steers Total Return Realty Fund N-Q (Quarterly Schedule of Portfolio Holdings)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) Tina

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Cohen & Steers Total Return Realty Fund COHEN & STEERS CLOSED-END JOINT PROXY STATEMENT--ADDITIONAL MATERIALS

Cohen & Steers Closed-End Joint Proxy Statement-Additional Materials SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement x Definitive Additional Materials ? Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

Cohen & Steers Total Return Realty Fund COHEN & STEERS CLOSED-END JOINT PROXY STATEMENT

Cohen & Steers Closed-End Joint Proxy Statement SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

Cohen & Steers Total Return Realty Fund N-Q (Quarterly Schedule of Portfolio Holdings)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) Tina

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

RULE 30a-2(a) CERTIFICATIONS

EX-99.CERT 2 a15-109488ex99dcert.htm EX-99.CERT Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,

Cohen & Steers Total Return Realty Fund N-Q (Quarterly Schedule of Portfolio Holdings)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) Tina

Cohen & Steers Closed-End Opportunity Fund COHEN & STEERS JOINT PROXY STATEMENT

Cohen & Steers Joint Proxy Statement SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement x Definitive Additional Materials ? Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

Cohen & Steers Infrastructure Fund COHEN & STEERS JOINT PROXY STATEMENT

Cohen & Steers Joint Proxy Statement SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

FOF / Cohen & Steers Closed-End Opportunity Fund, Inc. PRE 14A - - COHEN & STEERS JOINT PROXY STATEMENT

Cohen & Steers Joint Proxy Statement SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

Cohen & Steers Total Return Realty Fund Inc - N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) Tina

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

RFI / Cohen & Steers Total Return Realty Fund, Inc. CORRESP - -

Cohen & Steers Funds SEC Response Letter COHEN & STEERS FUNDS 280 Park Avenue, 10th floor New York, New York 10017 October 22, 2014 VIA EDGAR Securities and Exchange Commission 100 F.

Incorporated by reference to Registrant’s POS EX filing on Form N-14 filed with the Commission on June 23, 2014

COHEN & STEERS TOTAL RETURN REALTY FUND INC As filed with the Securities and Exchange Commission on June 23, 2014 Securities Act Registration No.

Opinion and Consent of counsel regarding tax matters.(6)

Opinion of counsel regarding tax matters. Exhibit 12(a) ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM June 13, 2014 Cohen & Steers Dividend Majors Fund, Inc. 280 Park Avenue New York, New York 10017 Cohen & Steers Total Return Realty Fund, Inc. 280 Park Avenue New York, New York 10017 Ladies and Gentlemen: We have acted as counsel in connection with

Opinion and Consent of counsel regarding tax matters.(6)

Consent of counsel regarding tax matters. Exhibit 12(b) ROPES & GRAY LLP 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036-8704 WWW.ROPESGRAY.COM June 23, 2014 Cohen & Steers Total Return Realty Fund, Inc. 280 Park Avenue New York, New York 10017 Ladies and Gentlemen: We hereby consent to the filing of our opinion dated June 13, 2014 as an exhibit to the Registration Statement on Form N-14 (File No.

Quarterly Schedule of Portfolio Holdings - N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) Tina

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Merger Prospectus - COHEN & STEERS TOTAL RETURN REALTY FUND INC

COHEN & STEERS TOTAL RETURN REALTY FUND INC Filed by Cohen & Steers Total Return Realty Fund, Inc.

- COHEN & STEERS JOINT PROXY STATEMENT

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

Merger Prospectus - COHEN & STEERS TOTAL RETURN REALTY FUND INC

COHEN & STEERS TOTAL RETURN REALTY FUND INC Filed by Cohen & Steers Total Return Realty Fund, Inc.

Consent of Independent Registered Public Accounting Firm.(5)

EX-99.(14) 3 d648044dex9914.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 14 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of our reports dated February 22, 2013, relating to the financial statements and financial highlights which appear in the December 31, 2012 Annual

-

Cohen & Steers Total Return Realty Fund, Inc February 12, 2014 VIA EDGAR Securities and Exchange Commission 100 F Street, N.

Incorporated by reference to Registrant’s Registration Statement on Form N-14, filed with the Commission on February 12, 2014.

N-14 8C/A 1 d648044dn148ca.htm COHEN & STEERS TOTAL RETURN REALTY FUND, INC As filed with the Securities and Exchange Commission on February 12, 2014 Securities Act Registration No. 333-193107 Investment Company Registration No. 811-07154 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x Pre-Effective Amendme

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Vote on Proposals For Against Abstain PROPOSAL 1: To approve the issuance of Shares of Common Stock in connection with the transfer of all of the assets of Cohen & Steers Dividend Majors Fund, Inc.

Form of Proxy Card Exhibit (17)(a) PROXY TABULATOR To vote by Internet P.O. BOX 9112 FARMINGDALE, NY 11717 1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to website www.proxyvote.com 3) Follow the instructions provided on the website. To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand. 2) Call 1-800-690-6903 3) Follow the instructions.

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Cohen & Steers Total Return Realty Fund, Inc. COHEN & STEERS TOTAL RETURN REALTY FUND, INC. 280 PARK AVENUE NEW YORK, NEW YORK 10017 February 12, 2014 Securities and Exchange Commission Division of Investment Management 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: John Grzeskiewicz, Senior Counsel and Kathy Churko Re: Cohen & Steers Total Return Realty Fund, Inc. Registration Statement

Opinion and Consent of Venable LLP.(5)

Opinion and Consent of Venable LLP Exhibit 11 February 11, 2014 Cohen & Steers Total Return Realty Fund, Inc.

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Cohen & Steers Total Return Realty Fund, Inc COHEN & STEERS TOTAL RETURN REALTY FUND, INC.

Consent of Independent Registered Public Accounting Firm.(1)

Exhibit 14 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of our reports dated February 22, 2013, relating to the financial statements and financial highlights which appear in the December 31, 2012 Annual Reports to Shareholders of Cohen & Steers Dividend Majors Fund, Inc.

Form of Transfer Agency and Service Agreement(4)

EX-99.(13)(A) 3 d648044dex9913a.htm FORM OF TRANSFER AGENCY AND SERVICE AGREEMENT Exhibit 13(a) Transfer Agency and Service Agreement Among Each of the Cohen & Steers Capital Management, Inc. Closed-End Investment Companies Listed on Exhibit A Attached Hereto and Computershare Trust Company, N.A. and Computershare Inc. AGREEMENT made as of the day of , 2013 by and among each of the Cohen & Steers

Incorporated by reference to Registrant’s Registration Statement on Form N-14 filed with the Securities Exchange Commission (the “Commission”) on December 27, 2013

As filed with the Securities and Exchange Commission on December 27, 2013 Securities Act Registration No.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Vote on Proposals For Against Abstain PROPOSAL 1: To approve the issuance of Shares of Common Stock in connection with the transfer of all of the assets of Cohen & Steers Dividend Majors Fund, Inc.

Form of Proxy Card. Exhibit (17)(a) PROXY TABULATOR To vote by Internet P.O. BOX 9112 FARMINGDALE, NY 11717 1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to website www.proxyvote.com 3) Follow the instructions provided on the website. To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand. 2) Call 1-800-690-6903 3) Follow the instructions.

Power of attorney.(1)

Exhibit 16 Cohen & Steers Emerging Markets Real Estate Fund, Inc. Cohen & Steers Dividend Value Fund, Inc. Cohen & Steers Institutional Global Realty Shares, Inc. Cohen & Steers Institutional Realty Shares, Inc. Cohen & Steers International Realty Fund, Inc. Cohen & Steers Global Infrastructure Fund, Inc. Cohen & Steers Global Realty Shares, Inc. Cohen & Steers Preferred Securities and Income Fund

Form of Agreement and Plan of Reorganization.(1)

Exhibit 4 FORM OF AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND PLAN OF REORGANIZATION dated as of [ , 2014] (the “Agreement”), between Cohen & Steers Dividend Majors Fund, Inc.

Form of Administration Agreement between the Fund and the Investment Advisor.(1)

Form of Administration Agreement between the Fund and the Investment Advisor. Exhibit 13(b)(i) ADMINISTRATION AGREEMENT COHEN & STEERS TOTAL RETURN REALTY FUND, INC. 280 Park Avenue New York, New York 10017 December 10, 2013 COHEN & STEERS CAPITAL MANAGEMENT, INC. 280 Park Avenue New York, New York 10017 Dear Sirs: Agreement, dated as of December 10, 2013 (the “Agreement”), between Cohen & Steers

Dividend Reinvestment Plan.(

EX-99.(17)(B) 8 d648044dex9917b.htm DIVIDEND REINVESTMENT PLAN Exhibit 17(b) COHEN & STEERS TOTAL RETURN REALTY FUND, INC. REINVESTMENT PLAN The fund has a dividend reinvestment plan (the “Plan”) commonly referred to as an “opt-out” plan. Each Common Shareholder who does not specifically elect to receive cash will automatically participate in the Plan and will have all distributions of dividends r

Quarterly Schedule of Portfolio Holdings - N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) Tina

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Quarterly Schedule of Portfolio Holdings - N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) Tina

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

- COHEN & STEERS 2013 JOINT PROXY STATEMENT

Cohen & Steers 2013 Joint Proxy Statement SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

Quarterly Schedule of Portfolio Holdings - N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) Tina

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Quarterly Schedule of Portfolio Holdings - N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) Tina

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials *** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 26, 2012.

- COHEN & STEERS 2012 JOINT PROXY STATEMENT

Cohen & Steers 2012 Joint Proxy Statement SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials PROXY TABULATOR P.O. BOX 9112 FARMINGDALE, NY 11717 To vote by Internet 1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to website www.proxyvote.com 3) Follow the instructions provided on the website. To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand. 2) Call 1-800-690-6903 3) Follow the instructions. To

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) Franc

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

COHEN & STEERS TOTAL RETURN REALTY FUND, INC. c/o Cohen & Steers Capital Management, Inc. 280 Park Avenue New York, NY 10017

COHEN & STEERS TOTAL RETURN REALTY FUND, INC. c/o Cohen & Steers Capital Management, Inc. 280 Park Avenue New York, NY 10017 November 28, 2011 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Division of Investment Management Re: Cohen & Steers Total Return Realty Fund, Inc. (File No. 811-07154) Withdrawal of Request pursuant to Rule 19b-1(e) under the Investment Comp

COHEN & STEERS TOTAL RETURN REALTY FUND, INC. c/o Cohen & Steers Capital Management, Inc. 280 Park Avenue New York, NY 10017

COHEN & STEERS TOTAL RETURN REALTY FUND, INC. c/o Cohen & Steers Capital Management, Inc. 280 Park Avenue New York, NY 10017 November 28, 2011 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Division of Investment Management Re: Cohen & Steers Total Return Realty Fund, Inc. (File No. 812-13975) Withdrawal of Request pursuant to Rule 19b-1(e) under the Investment Comp

COHEN & STEERS FUNDS 280 Park Avenue, 10th floor New York, New York 10017

COHEN & STEERS FUNDS 280 Park Avenue, 10th floor New York, New York 10017 June 29, 2011 VIA EDGAR Securities and Exchange Commission 100 F.

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) Franc

*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 28, 2011. Meeting Information Meeting Type: Annual Meeting Cohen & Steers For holders as of: February 2

*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 28, 2011.

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) Franc

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) Franc

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 Cohen & Steers Closed-End Opportunity Fund, Inc.

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) Franc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) Franc

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 Cohen & Steers Advantage Income Realty Fund, Inc.

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 Cohen & Steers Advantage Income Realty Fund, Inc.

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Name: Adam M. Derechin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) Franc

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Name: Adam M. Derechin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) Franc

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 Cohen & Steers Advantage Income Realty Fund, Inc.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 7, 2008 COHEN & STEERS TOTAL RETURN REALTY FUND, INC. (Exact name of registrant as specified in its charter) Maryland 811-07154 13-3680664 (State or other jurisdiction of inco

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COHEN & STEERS TOTAL RETURN REALTY FUND, INC. ARTICLES SUPPLEMENTARY Cohen & Steers Total Return Realty Fund, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Under a power contained in Title 3, Subtitle 8 of the Maryland General Corporation Law (the “MGCL”), and in accordance with resolutions duly adopt

Name: Adam M. Derechin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) Franc

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Name: Adam M. Derechin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) John

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 Cohen & Steers Total Return Realty Fund, Inc.

RULE 30a-2(a) CERTIFICATIONS

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) John

Name: Adam M. Derechin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07154 Cohen & Steers Total Return Realty Fund, Inc. (Exact name of registrant as specified in charter) 280 Park Avenue New York, NY 10017 (Address of principal executive offices) (Zip code) John

RULE 30a-2(a) CERTIFICATIONS

Exhibit 99.CERT EXHIBIT 3(a) RULE 30a-2(a) CERTIFICATIONS I, Adam M. Derechin, certify that: 1. I have reviewed this report on Form N-Q of Cohen & Steers Total Return Realty Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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