LDP Cohen and Steers Limited Duration Preferred and Income Fund Inc

PROPOSAL ONE

ELECTION OF DIRECTORS

For each Fund, three individuals are nominated to be elected at the Meeting to serve as Directors (each a “Director”, and collectively, the “Directors”) for their respective terms and until their successors are duly elected and qualify. The nominees for Director are Michael Clark, Dean A. Junkans and Ramona Rogers-Windsor, with each to hold office for a term to expire at the 2026 annual meeting of stockholders, and until their successors are duly elected and qualify. It is the intention of the persons named in the enclosed proxy to vote in favor of each of the nominees. At the Meeting, the holders of each Fund’s common stock will have equal voting rights (i.e., one vote per share), and will vote as a single class on the election of Messrs. Clark and Junkans and Ms. Rogers-Windsor. Each of Messrs. Clark and Junkans and Ms. Rogers-Windsor currently serves as a Director of each of the twenty-one funds within the group of funds registered under the Investment Company Act of 1940, as amended (the “Act”), that are managed by Cohen & Steers Capital Management, Inc. (the “Cohen & Steers Fund Complex”).

Each Fund’s stockholders, with the exception of PTA and RLTY, initially elected their Board to staggered terms at the respective Annual Meeting of Stockholders held on:

Under their respective Amended and Restated Declarations of Trust, the Trustees of each of RLTY and PTA (referred to herein as “Directors” as noted above) were divided into three classes, having staggered terms, commencing on the first date in which the Fund had more than one shareholder (referred to herein as a “stockholder” as noted above) of record, which was October 28, 2020 for PTA and February 24, 2022 for RLTY.

Accordingly, the term of office of only a single class of Directors for each Fund will expire at the Meeting. As a result of this system, only those Directors in any one class may be changed in any one year, and it would require two years or more to change a majority of a Fund’s Board. This system of electing Directors, which may be regarded as an “anti-takeover” provision, may have the effect of limiting the ability to

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change the composition of a Fund’s Board and, thus, make it more difficult for each Fund’s stockholders to change a majority of the Directors.

Each Fund’s Board of Directors, as applicable, including the Independent Directors then serving, unanimously voted to nominate each of the nominees. Each of the nominees has consented to continue serving as a Director. If a nominee becomes unable or, in the determination of the Boards, would be unable to serve, the proxies received will be voted FOR such substitute nominee, if any, as the Boards may recommend.

Directors of the Funds, together with information as to their positions with the Funds, principal occupations and other board memberships and affiliations for at least the past five years, are shown below.

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Additional information about each Independent Director follows (supplementing the information provided in the table above) that describes some of the specific

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experiences, qualifications, attributes or skills that he or she possesses which the Boards believe has prepared him or her to be an effective Director.

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The Boards believe that the significance of each Director’s experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Director may not have the same value for another) and that these factors are best evaluated at the board level, with no single Director, or particular factor, being indicative of board effectiveness. However, the Boards believe that each Director needs to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of his or her duties; the Boards believe that each of their members satisfies this standard. Experience relevant to having these abilities may be achieved through a Director’s educational background; business, professional training or practice (e.g., accountancy or law), public service or academic positions; experience from service as a board member (including the Boards of the Funds) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. The charter for each Board’s Nominating Committee contains certain other specific requirements and factors considered by the Committee in identifying and selecting Director candidates (please see below for a discussion of certain other requirements and factors).

To assist them in evaluating matters under federal and state law, the Directors are counseled by their own independent legal counsel, who participates in Board meetings and interacts with the Advisor, and also may benefit from information provided by the Funds’ and the Advisor’s counsel; both Board and Fund counsel have significant experience advising funds and fund boards. Each Board and its committees have the power to engage other experts as appropriate. Each Board evaluates its performance on an annual basis.

Board Composition and Leadership Structure. The Act requires that at least 40% of a Fund’s Directors be Independent Directors and, as such, not affiliated with the Advisor. To rely on certain exemptive rules under the Act, a majority of a Fund’s Directors must be Independent Directors, and for certain important matters, such as the approval of investment advisory agreements or certain transactions with affiliates, the Act or the rules thereunder require the approval of a majority of the Independent Directors. Currently, over 75% of each Fund’s Directors are Independent Directors. The Chair of each of the Boards is an interested person of the Funds, and the Independent Directors have designated a lead Independent Director who chairs meetings or executive sessions of the Independent Directors, reviews and comments on Board meeting agendas, represents the views of the Independent Directors to management and facilitates communication among the Independent Directors and their counsel. Each Board has determined that its leadership structure, in which the Independent Directors have designated Michael G. Clark as lead Independent Director to function as described above, is appropriate in light of the services that the Advisor and its affiliates provide and potential conflicts of interest that could arise from these relationships.

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During each Fund’s most recent fiscal year (ended October 31, 2022 for PTA and December 31, 2022 for all other Funds), each Board met the number of times indicated in the table below.

Each Director then in office attended at least 75% of the aggregate number of meetings of the Boards and the Committees of which he or she was a member during the period in which he or she was a member. As a result of the COVID-19 crisis, a number of the Funds’ Board meetings were held by teleconference or video conference. The Funds do not have policies with regard to the Directors’ attendance at annual stockholder meetings and none of the Directors attended any Fund’s 2022 annual meeting of stockholders. Each Fund maintains five standing Board Committees: the Audit Committee, the Nominating Committee, the Contract Review Committee, the Governance Committee and the Dividend Committee (each, a “Committee” and collectively, the “Committees”). The Directors serving on each Committee are all Independent Directors, and otherwise satisfy the applicable standards for independence of a committee member of an investment company issuer under the federal securities laws and under applicable listing standards of the New York Stock Exchange. The members of the Audit Committee of each Fund are Ms. Rogers-Windsor and Messrs. Clark and Maginnis. The members of the Nominating Committee and the Contract Review Committee of each Fund are Mses. Magpiong, Richards and Rogers-Windsor and Messrs. Clark, Grossman, Junkans and Maginnis. The members of the Governance Committee of each Fund are Mses. Magpiong and Richards and Messrs. Junkans and Grossman. The members of the Dividend Committee of each Fund are Mses. Richards and Rogers-Windsor and Messrs. Junkans and Maginnis.

The Audit Committee of each Fund met four times during the fiscal year (except for RLTY’s Audit Committee, which met three times). Mr. Maginnis was appointed to serve as Audit Committee Chair effective January 1, 2019 for each Fund other than PTA and RLTY, for which Mr. Maginnis was appointed to serve as Audit Committee Chair effective December 10, 2019 and December 7, 2021, respectively. Each Audit Committee operates pursuant to a written charter adopted by the applicable Board. A current copy of the Audit Committee charter is available on the Advisor’s website at https://assets.cohenandsteers.com/assets/content/uploads/Audit_Committee_Charter_Updated_September_2019.pdf. The general purposes of each Audit Committee are to oversee the Fund’s accounting and financial

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reporting and processes and audits of the Fund’s financial statements; the integrity of the Fund’s financial statements; the Fund’s compliance with legal and regulatory requirements that relate to the Fund’s accounting and financial reporting processes and financial statement audits; and the qualifications, independence and performance of the independent registered public accounting firm(s) engaged by the Fund and the performance of the Fund’s independent audit function, if any.

The Nominating Committee of each Fund met one time during the fiscal year. The Nominating Committee of each Fund operates pursuant to a written charter adopted by the applicable Board. A current copy of the Nominating Committee charter is available on the Advisor’s website at https://www.cohenandsteers.com/assets/content/uploads/Nominating_Committee_Charter_Fds.pdf. The main functions of each Nominating Committee are to (i) identify individuals qualified to become Directors in the event that a position is vacated or created, (ii) select the Director nominees for the next annual meeting of stockholders and (iii) set any necessary standards or qualifications for service on the applicable Board. Each Nominating Committee requires that Director candidates have a college degree or equivalent business experience. Each Nominating Committee may take into account a wide variety of factors in considering Director candidates, including (but not limited to): (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board, (ii) an assessment of the candidate’s ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties, (iii) educational background, (iv) business, professional training or practice (e.g., accountancy or law), public service or academic positions, (v) an assessment of the candidate’s character and integrity, (vi) experience from service as a board member (including the Boards of the Funds) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations, (vii) whether or not the candidate has any relationships that might impair his or her independence, such as any business, financial or family relationships with Cohen & Steers, Fund service providers or their affiliates and (viii) overall interplay of a candidate’s experience, skill and knowledge with that of other Directors. In addition, although the Nominating Committee does not have a formal policy with regard to consideration of diversity in identifying Director candidates, the Nominating Committee may consider whether a potential candidate’s qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board’s membership and collective attributes. Such considerations will vary based on the Board’s existing membership and other factors, such as the strength of a potential nominee’s overall qualifications relative to diversity considerations. The Nominating Committee may, but is not required to, retain a third-party search firm at the Fund’s expense to identify potential candidates. The Nominating Committee will consider Director candidates recommended by stockholders, provided that any such stockholder recommendation is submitted in writing to the Fund, to the attention of the Secretary, at the address of the principal executive offices of the Fund and further provided that such recommendation

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includes all other information specified in the Nominating Committee charter and complies with the procedures set forth in Appendix A thereto. Pursuant to each Fund’s charter and bylaws, or in the case of PTA and RLTY, the Declaration of Trust and bylaws, each Fund’s Board may elect a new Director to fill any vacancy on the Board. Any Director elected in this manner will serve for the full term of the directorship for which he or she is elected and until his or her successor is duly elected and qualifies.

The Contract Review Committee of each Fund met two times during the fiscal year (except for RLTY’s Contract Review Committee, which did not meet because that Fund’s investment advisory agreement was not yet up for renewal). The Contract Review Committee of each Fund operates pursuant to a written charter adopted by the applicable Board. The main functions of each Contract Review Committee are to make recommendations to the Board after reviewing advisory and other contracts that the Fund has with the Advisor and to select third parties to provide evaluative reports and other information to the Board regarding the services provided by the Advisor.

The Governance Committee of each Fund met five times during the fiscal year. The Governance Committee of each Fund operates pursuant to a written charter adopted by the applicable Board. The main function of each Governance Committee is to assist the Board in the oversight of appropriate and effective governance of the Fund. The Governance Committee oversees, among other things, the structure and composition of the Board Committees, the size of the Board and the compensation of Independent Directors for service on the Board and any Board Committee and the process for securing insurance coverage for the Board.

The Dividend Committee of each Fund met two times during the fiscal year. The main function of each Dividend Committee is to assist the applicable Board in the oversight of the Funds’ process for determining distributions and to exercise the power to authorize distributions delegated to it by the Board.

Board’s Oversight Role in Management. The Board’s role in management of each Fund is oversight. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Funds, primarily the Advisor and its affiliates, have responsibility for the day-to-day management of the Funds, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of its oversight, each Board, acting at its scheduled meetings, or the lead Independent Director, acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including the Funds’ and the Advisor’s Chief Compliance Officer and portfolio management personnel. Each Board’s Audit Committee meets during its scheduled meetings, and between meetings, the Audit Committee chair maintains contact with the Funds’ independent registered public accounting firm and the Funds’ Treasurer and Chief Financial Officer. Each Board also receives periodic presentations from senior personnel of the Advisor or its affiliates regarding risk management

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generally, as well as periodic presentations regarding specific operational, compliance or investment areas such as business continuity, anti-money laundering, personal trading, valuation, credit, investment research and securities lending. Each Board also receives reports from counsel to the Funds’ and the Advisor and the Boards’ own independent legal counsel regarding regulatory compliance and governance matters. Each Board’s oversight role does not make the Board a guarantor of the Fund’s investments or activities.

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Audit Committee Report

The Audit Committee of the Board of Directors or Board of Trustees of each Cohen & Steers Fund (a “Fund” and together, the “Funds”) has met with PricewaterhouseCoopers LLP, the Funds’ independent registered public accounting firm, to discuss the scope of the audit engagement, review the Funds’ financial statements, and discuss the statements and audit results with management. Each Audit Committee discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”), received the written disclosures and the letter from PricewaterhouseCoopers LLP required by PCAOB Rule 3526 and discussed with PricewaterhouseCoopers LLP its independence. Based on these reviews and discussions, each Audit Committee recommended to the Board of Directors or Board of Trustees, as applicable, that the audited financial statements of each Fund be included in that Fund’s annual report to stockholders for the last fiscal year for filing with the Securities and Exchange Commission.

February 27, 2023

Submitted by the Audit Committee of each Fund’s Board of Directors or Board of Trustees, as applicable.

Michael G. Clark

Gerald J. Maginnis, Chair

Ramona Rogers-Windsor

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As of January 31, 2023, the Directors and officers of each Fund as a group owned the following number of shares of each Fund, which is less than 1% of the outstanding securities of such Fund.

To the knowledge of each Fund no person owned of record or owned beneficially more than 5% of each Fund’s common stock outstanding as of that date, except as listed below:

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and that Cede & Co., a nominee for participants in the Depository Trust Company, held of record as of the close of business on February 15, 2023:

As of December 31, 2022, none of the Independent Directors nor any of their immediate family members owned any securities in the Advisor or any person directly or indirectly controlling, controlled by or under common control with the Advisor.

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The following table provides information concerning the dollar range of each Fund’s equity securities owned by each Director and the aggregate dollar range of securities owned in the Cohen & Steers Fund Complex by each Director as of December 31, 2022.

A: None

B: $1 – $10,000

C: $10,001 – $50,000

D: $50,001 – $100,000

Compensation of Directors and Officers. The Independent Directors are paid by the Cohen & Steers Fund Complex an annual base retainer of $185,000, paid quarterly, and a $10,000 per meeting fee per quarter ($40,000 annually). Prior to January 1, 2023, the Independent Directors were paid an annual base retainer of $173,500. Such fees are allocated over the Cohen & Steers Fund Complex based on average net assets of each fund. Directors also are reimbursed their out-of-pocket expenses in connection with attendance at Board and Committee meetings. The Audit Committee Chair is paid $30,000 per year in the aggregate for his or her service as Chair of the Audit Committees of the Cohen & Steers Fund Complex. The Contract Review Committee and Governance Committee Chair are each paid $20,000 per year in the aggregate for their work in connection with the Cohen & Steers Fund Complex. The Chair of the Nominating Committee and the Chair of the Dividend Committee are not paid for serving as Chair. The lead Independent Director is paid $65,000 per year in the aggregate for his or her service as lead Independent Director of the Cohen & Steers Fund Complex. Directors also may be paid additional compensation for services related to the Boards or Committees, as approved by the Board of each Fund.

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The following table sets forth the out-of-pocket expenses paid by each Fund to Directors for the calendar year ended December 31, 2022.

The following table sets forth information regarding compensation of Directors by each Fund for the applicable fiscal year end and by the Cohen & Steers Fund Complex for the calendar year ended December 31, 2022. Officers of the Funds, other than the Chief Compliance Officer, and Interested Directors do not receive any compensation from the Funds or any other fund in the Cohen & Steers Fund Complex. The table also sets forth the compensation of the Chief Compliance Officer by each Fund for the calendar year ended December 31, 2022. In the column headed “Total Compensation to Directors by Cohen & Steers Fund Complex,” the compensation paid to each Director represents the twenty-one funds that each Director oversaw in the Cohen & Steers Fund Complex during 2022. The Directors do not receive any pension or retirement benefits from the Cohen & Steers Fund Complex.

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Compensation Table

Year Ended December 31, 2022

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Delinquent Section 16(a) Reports. Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 30(h) of the Act, as applied to the Funds, require the Funds’ Directors, officers, the Advisor, certain affiliates of the Advisor, and persons who beneficially own more than 10% of a class of the Funds’ outstanding securities to file reports of ownership of the Funds’ securities and changes in such ownership with the Securities and Exchange Commission (“SEC”). Those persons are required by SEC regulations to furnish the relevant Fund(s) with copies of all filings. To each Fund’s knowledge, all such persons complied with all filing requirements under Section 16(a) of the Exchange Act and Section 30(h) of the Act during the fiscal year ended October 31, 2022 for PTA and December 31, 2022 for all other Funds, except that one Form 4 was not timely filed on behalf of Jane F. Magpiong relating to one transaction in shares of RQI due to administrative error.

Each Fund’s Board of Directors, as applicable, including the Independent Directors, recommends that the stockholders of its Fund vote “FOR” the election of each nominee to serve as a Director of the Fund.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

For the fiscal year ended October 31, 2022 for PTA and December 31, 2022 for all other Funds, each Fund’s Audit Committee selected PricewaterhouseCoopers LLP, an independent registered public accounting firm, to audit the accounts of the applicable Fund. Their selection was ratified and approved by the vote of a majority of the Directors of the applicable Fund, including a majority of the Independent Directors, each of whom are “independent” as defined in the New York Stock Exchange listing standards. On December 13, 2022, the Audit Committee of PTA selected PricewaterhouseCoopers LLP as the applicable Fund’s registered public accounting firm (“auditor”) for the fiscal year ending October 31, 2023 for PTA. On March 14, 2023, the Audit Committee of each Fund, other than PTA, will meet to consider the appointment of PricewaterhouseCoopers LLP as the applicable Fund’s auditor for the fiscal year ending December 31, 2023. This Combined Proxy Statement will be updated if the Audit Committee of any Fund, other than PTA, does not select PricewaterhouseCoopers LLP as the applicable Fund’s auditor for the year ending December 31, 2023. Each Audit Committee meets at least twice a year with representatives of the applicable Funds’ auditor to discuss the scope of the auditor’s engagement and to review the financial statements of the applicable Funds and the results of its examination thereof. The auditor will not be at the Meeting but will be available to participate by telephone if needed.

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Tax fees were billed in connection with tax compliance services, including the preparation and review of federal and state tax returns and the computation of corporate income and franchise tax amounts.

Aggregate fees billed by PricewaterhouseCoopers LLP for the last two fiscal years for non-audit services provided to the Funds and the Advisor and any entity controlling, controlled by, or under common control with the Advisor that provides ongoing services to the Funds (collectively, with the Advisor, “Service Affiliates”), where the engagement relates directly to the operations and financial reporting of the Funds and which were pre-approved by the Audit Committees, were as follows:

The Audit Committees are required to pre-approve audit and non-audit services performed for the Funds by their auditor. The Audit Committees also are required to pre-approve non-audit services performed by the Funds’ auditor for any Service Affiliate if the engagement for services relates directly to the operations and financial reporting of a Fund.

The Audit Committees may delegate pre-approval authority to one or more of their members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committees at their next scheduled meeting. The Audit Committees may not delegate their responsibility to pre-approve services to be performed by the Funds’ principal auditor to the Advisor.

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None of the services described above were approved by the Audit Committees pursuant to paragraphs (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

Unless otherwise indicated, the aggregate fees billed by PricewaterhouseCoopers LLP for non-audit services rendered to the Funds and for non-audit services rendered to Service Affiliates for the last two fiscal years ended December 31 were:

There were no non-audit services that were rendered to Service Affiliates that were required to be pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.

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The Advisor is a wholly-owned subsidiary of CNS, a publicly traded company listed on the New York Stock Exchange.

State Street Bank and Trust Company, with offices at One Lincoln Street, Boston, Massachusetts 02111, serves as co-administrator for all of the Funds.

OFFICERS OF THE FUNDS

The principal officers of the Funds and their principal occupations during at least the past five years, as reported by them to the Funds, are set forth below. The address of each of the Funds’ officers is c/o Cohen & Steers Funds, 280 Park Avenue, New York, New York 10017.

ALL FUNDS

Joseph M. Harvey, Vice President and Chair of the Board (see “Proposal One: Election of Directors,” at page [ ] for biographical information).

Dana A. DeVivo, Secretary and Chief Legal Officer, born in 1981, joined the Advisor in 2013. She has been a Senior Vice President of the Advisor since 2019. Prior to that, she was a Vice President of the Advisor from 2013 to 2018.

James Giallanza, President and Chief Executive Officer, born in 1966, joined the Advisor in 2006. He has been an Executive Vice President since 2014. Prior to that, he was a Senior Vice President from 2006 to 2013.

Albert Laskaj, Treasurer and Chief Financial Officer, born in 1977, joined the Advisor in 2015. He has been a Senior Vice President of the Advisor since 2019. Prior to that, he was a Vice President of the Advisor from 2015 through 2019. Prior to that, he was Director of Legg Mason & Co. from 2013 to 2015.

Stephen Murphy, Chief Compliance Officer and Vice President, born in 1966, joined the Advisor in 2019. He has been a Senior Vice President of the Advisor since 2019. Prior to that, he was Vice President and Chief Compliance Officer of Weiss Multi-Strategy Advisers LLC from 2011 to 2019.

Ed Delk, Deputy Chief Compliance Officer and Vice President, born in 1968, joined the Advisor in 2021. Prior to that, he was the General Counsel and Chief Compliance Officer of Advent Capital Management, LLC from 2012 to 2021.

FOF, UTF, RQI, RNP, RFI and RLTY

Yigal D. Jhirad, Vice President, born in 1964, joined the Advisor in 2007 as a Senior Vice President.

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RFI, RQI, RNP and RLTY

Jason Yablon, Executive Vice President, born in 1979, joined the Advisor in 2004, and has been an Executive Vice President since 2022. Prior to that, he was a Senior Vice President of the Advisor from 2014 through 2022.

PSF, RFI, RNP, RQI, LDP, UTF, PTA and RLTY

William F. Scapell, Vice President, born in 1967, joined the Advisor in 2003 and has been an Executive Vice President since 2014. Prior to that, he was a Senior Vice President of the Advisor from 2003 through 2013.

PSF, LDP, PTA and RLTY

Elaine Zaharis-Nikas, Vice President, born in 1973, joined the Advisor in 2003 and has been a Senior Vice President since 2014. Prior to that, she was a Vice President of the Advisor from 2005 through 2013.

RLTY

Jerry Dorost, Vice President, born in 1981, joined the Advisor in 2010 and has been a Senior Vice President since 2019. Prior to that, he was a Vice President of the Advisor from 2012 through 2018.

FOF

Douglas Bond, Vice President, born in 1959, joined the Advisor in 2004 as an Executive Vice President.

UTF

Benjamin Morton, Vice President, born in 1974, joined the Advisor in 2003 and has been an Executive Vice President since 2019. Prior to that, he was a Senior Vice President of the Advisor from 2010 to 2018, and Vice President from 2005 through 2009.

Tyler Rosenlicht, Vice President, born in 1985, joined the Advisor in 2012 and has been a Senior Vice President since 2018. Prior to that, he was a Vice President of the Advisor from 2015 to 2017. Prior to joining the Advisor, he was an investment banking associate with Keefe, Bruyette & Woods.

Thuy Quynh Dang, Vice President, born in 1978, joined the Advisor in 2011 and has been Vice President of the Advisor since 2021.

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RFI, RQI, RNP and RLTY

Mathew Kirschner, Vice President, born in 1979, joined the Advisor in 2004 and has been a Senior Vice President since 2019. Prior to that, he was a Vice President of the Advisor from 2010.

SUBMISSION OF PROPOSALS FOR THE NEXT

ANNUAL MEETING OF STOCKHOLDERS

All proposals by stockholders of the Funds which are intended (and eligible) to be presented at the Funds’ next Annual Meeting of Stockholders, to be held in 2024, must be received by the relevant Funds (addressed to the Fund(s), 280 Park Avenue, New York, New York 10017) for inclusion in that Fund’s proxy statement and proxy relating to that meeting no later than November 15, 2023. Under the Funds’ current bylaws, any stockholder who desires to nominate individuals for election to the Board of Directors, or to bring a proposal of other business for consideration at the Funds’ 2024 Annual Meeting of Stockholders without including such proposal of other business in the Funds’ proxy statement, must deliver written notice thereof to the Secretary of the relevant Fund (addressed to the Fund, 280 Park Avenue, New York, New York 10017) during the 30-day period from October 16, 2023 to 5:00 p.m. (Eastern Time) on November 15, 2023. All stockholder director nominations and proposals of other business must include the information required by the applicable Fund’s bylaws.

STOCKHOLDER COMMUNICATIONS

Stockholders may send written communications to their Fund’s Board to the attention of the Board of Directors, as applicable, c/o Cohen & Steers Funds, 280 Park Avenue, New York, New York 10017. Stockholder communications must be signed by the stockholder and identify the number of shares held by the stockholder. Each properly submitted stockholder communication shall be provided to the Board at its next regularly scheduled meeting or, if such communication requires more immediate attention, it will be forwarded to the Directors promptly after receipt.

Voting Results

Each Fund will advise its stockholders of the voting results of the matters voted upon at the Meeting in its next Semi-Annual Report to Stockholders.

Notice to Banks, Broker/Dealers and Voting Trustees and their Nominees

Please advise the Funds whether other persons are the beneficial owners of Fund shares for which proxies are being solicited from you, and, if so, the number of copies of the Combined Proxy Statement and other soliciting material you wish to receive in order to supply copies to the beneficial owners of Fund shares.

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