Edgar Filing: COHEN & STEERS TOTAL RETURN REALTY FUND INC

Section 240.14a-101 Schedule 14A.
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240.14a-12

COHEN & STEERS TOTAL RETURN REALTY FUND, INC.
.................................................................
(Name of Registrant as Specified In Its Charter)

.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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COHEN & STEERS TOTAL RETURN
REALTY FUND, INC.
757 THIRD AVENUE, NEW YORK, NEW YORK 10017
(212) 832-3232

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 29, 2004

-------------------

To the Stockholders of
COHEN & STEERS TOTAL RETURN REALTY FUND, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the 'Meeting')
of Cohen & Steers Total Return Realty Fund, Inc. (the 'Fund') will be held at
the offices of the Fund, 757 Third Avenue, 20th Floor, New York, New York 10017,
on April 29, 2004 at 10:00 a.m., for the following purposes, all of which are
more fully described in the accompanying Proxy Statement dated March 18, 2004:

1. To elect three Directors of the Fund, to hold office for a term of
three years, and until their successors are duly elected and qualified;

2. To ratify the selection of PricewaterhouseCoopers LLP as independent
certified public accountants of the Fund for its fiscal year ending
December 31, 2004; and

3. To transact such other business as may properly come before the
Meeting or any adjournment thereof.

The Directors have fixed the close of business on March 11, 2004 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Meeting or any adjournment thereof. The enclosed proxy is being
solicited on behalf of the Directors.

By order of the Board of Directors,

ROBERT STEERS

ROBERT H. STEERS
Secretary

New York, New York
March 18, 2004

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YOUR VOTE IS IMPORTANT

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN
AND DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IN ORDER TO SAVE THE FUND ANY ADDITIONAL EXPENSE OF
FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY PROMPTLY.
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PROXY STATEMENT

TABLE OF CONTENTS

PAGE
----

Introduction................................................ 1
Proposal One: Election of Directors......................... 2
Proposal Two: Ratification of Selection of Independent
Certified Public Accountants.............................. 6
Fees Paid to PricewaterhouseCoopers LLP..................... 7
Certain Information Regarding the Adviser and the
Administrator............................................. 8
Officers of the Fund........................................ 8
Submission of Proposals for the Next Annual Meeting of
Stockholders.............................................. 8
Stockholder Communications.................................. 8
Other Matters............................................... 9
Votes Required.............................................. 9

PROXY STATEMENT

COHEN & STEERS TOTAL RETURN
REALTY FUND, INC.
757 THIRD AVENUE
NEW YORK, NEW YORK 10017
(212) 832-3232

-------------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 29, 2004
-------------------

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Cohen & Steers Total Return
Realty Fund, Inc., a Maryland corporation (the 'Fund'), to be voted at the
Annual Meeting of Stockholders of the Fund, to be held at the offices of the
Fund, 757 Third Avenue, 20th Floor, New York, New York 10017, on April 29, 2004
at 10:00 a.m., and at any adjournments thereof (collectively, the 'Meeting').
Such solicitation will be by mail and the cost (including printing and mailing
this Proxy Statement, meeting notice and form of proxy, as well as any necessary
supplementary solicitation) will be borne by the Fund pursuant to the terms of
the investment advisory agreement described below. The Notice of Meeting, Proxy
Statement and Proxy are being mailed to stockholders on or about March 18, 2004.

The presence in person or by proxy of the holders of record of a majority of
the shares of the Fund issued and outstanding and entitled to vote thereat shall
constitute a quorum at the Meeting. If, however, such quorum shall not be
present or represented at the Meeting or if fewer shares are present in person
or by proxy than is the minimum required to take action with respect to any
proposal presented at the Meeting, the holders of a majority of the shares of
the Fund present in person or by proxy shall have the power to adjourn the
Meeting from time to time, without notice other than announcement at the
Meeting, until the requisite amount of shares entitled to vote at the Meeting
shall be present. At any such adjourned Meeting, if the relevant quorum is
subsequently constituted, any business may be transacted which might have been
transacted at the Meeting as originally called. For purposes of determining the
presence of a quorum for transacting business at the Meeting, abstentions and
broker 'non-votes' (that is, proxies from brokers or nominees indicating that
such persons have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be treated as shares
that are present but which have not been voted. For this reason, abstentions and
broker non-votes will have no effect on obtaining the requisite approval of each
proposal.

The Board of Directors has fixed the close of business on March 11, 2004 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting. The outstanding voting shares of the Fund as of
March 11, 2004 consisted of 9,249,159 shares of common stock, each share being
entitled to one vote. All properly executed proxies received prior to the
Meeting will be voted at the Meeting in accordance with the instructions marked
thereon or as otherwise provided therein. Accordingly, unless instructions to
the contrary are marked, proxies will be voted for the election of the Directors
and for the ratification of the selection of PricewaterhouseCoopers LLP as the
Fund's

independent certified public accountants for its fiscal year ending
December 31, 2004. Any stockholder may revoke his proxy at any time prior to
exercise thereof by giving written notice to the Secretary of the Fund at its
offices at 757 Third Avenue, New York, New York 10017, or by signing another
proxy of a later date or by personally casting his vote at the Meeting.

THE MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS OF THE FUND, INCLUDING
FINANCIAL STATEMENTS, HAVE BEEN PREVIOUSLY MAILED TO STOCKHOLDERS. IF YOU HAVE
NOT RECEIVED THESE REPORTS OR WOULD LIKE TO RECEIVE ADDITIONAL COPIES FREE OF
CHARGE, PLEASE CONTACT LAWRENCE B. STOLLER, ASSISTANT SECRETARY OF THE FUND AT
757 THIRD AVENUE, NEW YORK, NEW YORK 10017, (800) 330-REIT, AND THEY WILL BE
SENT PROMPTLY BY FIRST-CLASS MAIL.

PROPOSAL ONE

ELECTION OF DIRECTORS

At the Meeting, three Directors will be elected to serve for a term of three
years and until their successors are duly elected and qualified. The nominees
are Martin Cohen, Richard J. Norman and Frank K. Ross, for terms to expire in
2007. It is the intention of the persons named in the enclosed proxy to nominate
and vote in favor of the nominees. Messrs. Cohen and Norman are standing for re-
election. Mr. Ross, who is standing for election by the shareholders for the
first time, was nominated as a Director by the Fund's Nominating Committee after
first being identified as a potential Director by several members of that
Committee. In taking this action, the Committee noted that Mr. Ross had the
necessary qualifications to serve as an Audit Committee Financial Expert and
that Mr. Ross agreed, if elected, to serve on the Fund's Audit Committee and to
function as that Committee's Financial Expert. Mr. Ross was elected as a
Director by the other Directors of the Fund effective as of March 5, 2004. In
addition to the Fund, each Director also currently serves as Director of the
eleven other funds within the Cohen & Steers Fund Complex, except for Mr. Ross,
who also currently serves as Director of seven other funds within the Cohen &
Steers Fund Complex. While the Nominating Committee of the other four funds
within the Cohen & Steers Fund Complex have nominated Mr. Ross to serve as a
Director of those four funds, Section 16(a) of the Investment Company Act of
1940 requires that Mr. Ross first be elected by shareholders of the other four
funds before he can serve in that capacity. Those funds intend to convene a
shareholder meeting for the purpose of considering Mr. Ross's election to the
board of directors of each of these funds.

At the Annual Meeting of stockholders held on April 27, 1994, the Fund's
stockholders elected the Board of Directors to staggered terms. Accordingly, the
term of office of only a single class of Directors will expire in 2004. 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 the
Board of Directors. This system of electing Directors, which may be regarded as
an 'anti-takeover' provision, may have the effect of maintaining the continuity
of management and, thus, make it more difficult for the Fund's stockholders to
change the majority of Directors.

The nominees have consented to serve as Directors. The Board of Directors of
the Fund knows of no reason why a nominee would be unable to serve, but in the
event of such unavailability, the proxies received will be voted for such
substitute nominee as the Board of Directors may recommend.

Certain information concerning Messrs. Cohen, Norman and Ross, and the other
members of the Board of Directors is set forth as follows:

NUMBER OF
FUNDS
WITHIN
FUND
COMPLEX
OVERSEEN BY
PRINCIPAL OCCUPATION DURING PAST DIRECTOR
POSITION HELD FIVE YEARS (INCLUDING OTHER LENGTH OF TERM (INCLUDING
NAME, ADDRESS AND AGE WITH FUND DIRECTORSHIPS HELD TIME SERVED OF OFFICE THE FUND
--------------------- --------- ------------------ ----------- --------- -----------

Disinterested Directors

Gregory C. Clark* ............ Director Private Investor. Prior Since 1993 2005 12
99 Jane Street thereto, President of
New York, New York Wellspring Management Group,
Age: 57 Inc. (investment advisory firm)

Bonnie Cohen* ................ Director Private Consultant. Prior Since 2001 2005 12
1824 Phelps Place, N.W. thereto, Undersecretary of
Washington, D.C. State, United States Department
Age: 61 of State. Board Member of
Wellsford Real Properties, Inc.

George Grossman* ............. Director Attorney-at-Law. Since 1993 2006 12
17 Elm Place
Rye, New York
Age: 50

Richard J. Norman* ........... Director Private Investor. Prior Since 2001 2007'D' 12
7520 Hackamore Drive thereto, Investment
Potomac, Maryland Representative of Morgan
Age: 60 Stanley Dean Witter.

Frank K. Ross* ............... Director Board member of NCRIC Group, Since March 2007'D' 8
10130 Darmuid Inc. (insurance) and various 2004
Green Drive non-profit organizations.
Potomac, MD 20854 Formerly, Midatlantic Area
Age: 60 Managing Partner for Audit and
Risk Advisory Services at KPMG
LLP and Managing Partner of its
Washington DC Office.

Willard H. Smith Jr.* ....... Director Board member of Essex Property Since 1996 2005 12
7231 Encelia Drive Trust, Inc., Highwoods
La Jolla, California Properties, Inc., Realty Income
Age: 67 Corporation and Crest Net
Lease, Inc. Managing Director
at Merrill Lynch & Co., Equity
Capital Markets Division, from
1983 to 1995.

Interested Directors**

Martin Cohen ................. Director, President Co-Chairman and Co-Chief Since 1993 2007'D' 12
757 Third Avenue and Treasurer Executive Officer of Cohen &
New York, New York Steers Capital Management,
Age: 55 Inc., the Fund's Investment
Adviser. Prior thereto,
President of the Investment
Manager.

Robert H. Steers ............. Director, Chairman Co-Chairman and Co-Chief Since 1993 2006 12
757 Third Avenue and Secretary Executive Officer of Cohen &
New York, New York Steers Capital Management,
Age: 51 Inc., the Fund's Investment
Adviser. Prior thereto,
Chairman of the Investment
Manager.

---------

* Member of the Audit Committee.

** 'Interested person,' as defined in the Investment Company Act of 1940, of
the Fund because of the affiliation with Cohen & Steers Capital Management,
Inc., the Fund's investment adviser.

'D' If elected at the Meeting.

Martin Cohen and Bonnie Cohen are unrelated.

The Fund does not have a policy with regard to the Directors' attendance at
annual meetings and none of the Directors attended the Fund's 2003 annual
meeting.

During the Fund's fiscal year ended December 31, 2003, the Board of
Directors met four times. All of such Directors attended all of the meetings of
the Board of Directors. The Fund maintains two standing Board Committees, the
Audit Committee and the Nominating Committee of the Board of Directors, each of
which is composed of all of the Directors who are not 'interested persons' of
the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940,
as amended (the 'Act'), and who 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 and Nominating Committee are
Ms. Cohen and Messrs. Clark, Grossman, Norman, Ross (effective March 5, 2004)
and Smith. The Board of Directors determined that Mr. Ross meets the
requirements necessary to serve as an audit committee financial expert.

The Audit Committee met twice during the fiscal year ended December 31, 2003
and operates pursuant to a written charter adopted by the Board. A current copy
of the charter is attached as Appendix A to this proxy statement. The main
function of the Audit Committee is to oversee the Fund's accounting and
financial reporting policies and practices and its internal controls, including
by assisting with the Board's oversight of the integrity of the Fund's financial
statements, the Fund's compliance with legal and regulatory requirements, the
selection, retention, qualifications and independence of the Fund's independent
auditors, and the performance of the Fund's internal control systems and
independent auditors.

The Nominating Committee did not meet during the fiscal year ended December
31, 2003 and operates pursuant to a written charter adopted by the Board. A
current copy of the charter is not available on the Fund's website, but it is
attached as Appendix B to this proxy statement. The main functions of the
Nominating Committee are (i) to identify individuals qualified to become members
of the Board in the event that a position is vacated or created, (ii) to select
the Director nominees for the next annual meeting of stockholders and (iii) to
set any necessary standards or qualifications for service on the Board. 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 includes all other information specified in the charter.

The Nominating Committee requires that Director candidates have a college
degree or equivalent business experience. The 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) relevant industry and
related experience, (iii) educational background, (iv) financial and other
relevant experience, (v) an assessment of the candidate's character, integrity,
ability and judgment, (vi) whether or not the candidate serves on boards of, or
is otherwise affiliated with, competing financial service organizations or their
related mutual fund complexes, (vii) whether or not the candidate has any
relationships that might impair his or her independence and (viii) overall
interplay of a candidate's experience, skill and knowledge with that of other
Committee members. In identifying potential nominees for the Board, the
Committee may consider candidates recommended by one or more of the following
sources: (i) the Fund's current Directors, (ii) the Fund's officers, (iii) the
Fund's investment manager, (iv) the Fund's stockholders (see above) and (v) any
other source the Committee deems to be appropriate. The Committee may, but is
not required to, retain a third party search firm at the Fund's expense to
identify potential candidates.

AUDIT COMMITTEE REPORT. The Audit Committee meets with the Fund's
independent auditors to discuss the scope of the engagement, review the Fund's
financial statements, and discuss the statements and audit results with
management. The Audit Committee discussed with PricewaterhouseCoopers LLP the
matters required to be discussed by the Statement on Auditing Standards 61,
received the written disclosures and the letter from PricewaterhouseCoopers LLP
required by the Independence Standards Board Standard No. 1, and discussed with
PricewaterhouseCoopers LLP the independent auditor's independence. Based on
these reviews and discussions, the Audit Committee recommended to the Board of
Directors that the audited financial statements of the Fund be included in the
Fund's annual report to stockholders.

February 19, 2004

Gregory C. Clark
Bonnie Cohen
George Grossman
Richard J. Norman
Willard H. Smith Jr.

* * *

As of March 11, 2004, the Directors and officers of the Fund as a group
owned less than 1% of the shares of the Fund.

The following table provides information concerning the dollar range of the
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.

AGGREGATE DOLLAR RANGE OF
DOLLAR RANGE OF EQUITY EQUITY SECURITIES IN THE
SECURITIES IN THE FUND AS OF COHEN & STEERS FUND COMPLEX
MARCH 11, 2004 AS OF MARCH 11, 2004
-------------- --------------------

Robert H. Steers............................ Over $100,000 Over $100,000
Martin Cohen................................ Over $100,000 Over $100,000
Gregory C. Clark............................ $50,001 - $100,000 Over $100,000
Bonnie Cohen................................ $10,001 - $ 50,000 Over $100,000
George Grossman............................. $10,001 - $ 50,000 Over $100,000
Richard J. Norman........................... $10,001 - $ 50,000 Over $100,000
Frank K. Ross............................... None None
Willard H. Smith Jr. ....................... $10,001 - $ 50,000 Over $100,000

COMPENSATION OF DIRECTORS AND OFFICERS. Directors of the Fund who are not
interested persons of the Fund are paid an annual retainer of $4,500 and a fee
of $500 for each regular meeting attended and are reimbursed for the expenses of
attendance at such meetings and, for the fiscal year ended December 31, 2003,
such fees and expenses paid by the Fund totaled $38,033.

The following table sets forth information regarding compensation of
Directors by the Fund and by the fund complex of which the Fund is a part for
the fiscal year ended December 31, 2003. Officers of the Fund and Directors who
are interested persons of the Fund do not receive any compensation from the Fund
or any other fund in the fund complex which is a U.S. registered investment
company. In the column headed 'Total Compensation to Directors by Fund Complex,'
the compensation paid to each director represents the nine funds that each
Director served in the fund complex during 2003. The Directors do not receive
any pension or retirement benefits from the fund complex.

COMPENSATION TABLE
FISCAL YEAR ENDED DECEMBER 31, 2003*

TOTAL
AGGREGATE COMPENSATION
COMPENSATION PAID TO
FROM DIRECTORS BY
NAME OF PERSON, POSITION REGISTRANT FUND COMPLEX
------------------------ ---------- ------------

Gregory C. Clark**, Director................................ $7,250 $61,500
Bonnie Cohen**, Director.................................... $7,250 $61,500
Martin Cohen***, Director and President..................... $ 0 $ 0
George Grossman**, Director................................. $7,250 $61,500
Richard J. Norman**, Director............................... $7,250 $61,500
Willard H. Smith Jr.**, Director............................ $7,250 $61,500
Robert H. Steers***, Director and Chairman.................. $ 0 $ 0

---------

* Frank K. Ross was elected as a Director by the Fund's Board of Directors
effective March 5, 2004 and, therefore, did not receive any compensation
during the fiscal year ended December 31, 2003.

** Member of the Audit Committee.

*** 'Interested person,' as defined in the Act, of the Fund because of the
affiliation with Cohen & Steers Capital Management, Inc., the Fund's
investment adviser.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of
the Securities Exchange Act of 1934 (the 'Exchange Act') and Section 30(h) of
the Act, as applied to the Fund, require the Fund's officers, Directors and
investment adviser, affiliates of the investment adviser, and persons who
beneficially own more than 10% of a registered class of the Fund's outstanding
securities ('Reporting Persons') to file reports of ownership of the Fund's
securities and changes in such ownership with the Securities and Exchange
Commission and the New York Stock Exchange. Such persons are required by
Securities and Exchange Commission regulations to furnish the Fund with copies
of all such filings.

Based upon its review of the copies of such forms received by it, the Fund
believes that, during the fiscal year ended December 31, 2003, all filing
requirements applicable to its Reporting Persons were met.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS OF THE FUND VOTE FOR
THE ELECTION OF EACH NOMINEE TO SERVE AS A DIRECTOR OF THE FUND.

PROPOSAL TWO
RATIFICATION OF SELECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors recommends that the stockholders of the Fund ratify
the selection of PricewaterhouseCoopers LLP, independent certified public
accountants, to audit the accounts of the Fund for the fiscal year ending
December 31, 2004. Their selection was approved by the Audit Committee at a
meeting held on March 2, 2004. Their selection also was ratified and approved by
the vote, cast in person, of a majority of the Directors of the Fund, including
a majority of the Directors who are not 'interested persons' of the Fund within
the meaning of the Act and who are 'independent' as defined in the New York
Stock Exchange, Inc. listing standards, at a meeting held on March 2, 2004.
PricewaterhouseCoopers LLP has audited the accounts of the Fund since prior to
the

Fund's commencement of business on September 24, 1993 and does not have any
direct financial interest or any material indirect financial interest in the
Fund. A representative of PricewaterhouseCoopers LLP is expected to be available
for the Meeting and to have the opportunity to make a statement and respond to
appropriate questions from the stockholders. The Audit Committee of the Board of
Directors meets at least twice each year with representatives of
PricewaterhouseCoopers LLP to discuss the scope of their engagement, and review
the financial statements of the Fund and the results of their examination
thereof.

FEES PAID TO PRICEWATERHOUSECOOPERS LLP

AUDIT FEES. The aggregate audit fees billed by PricewaterhouseCoopers LLP
were $35,000 for the fiscal year ended December 31, 2002 and $41,000 for the
fiscal year ended December 31, 2003.

AUDIT-RELATED FEES. None.

TAX FEES. The aggregate tax fees billed by PricewaterhouseCoopers LLP were
$9,400 for the fiscal year ended December 31, 2002 and $10,300 for the fiscal
year ended December 31, 2003. These fees were billed in connection with the
preparation of tax returns, calculation and designation of dividends and other
miscellaneous tax services.

ALL OTHER FEES. There were no other fees billed by PricewaterhouseCoopers
LLP to the Fund for the fiscal years ended December 31, 2002 and December 31,
2003. For the fiscal year ended December 31, 2002, the aggregate fees billed by
PricewaterhouseCoopers LLP to the Adviser (as defined below) and its affiliates
for services provided by PricewaterhouseCoopers LLP were $46,000. These fees
were billed in connection with internal control reviews and AIMR performance
reviews and were not required to be approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X since this portion of the rule was not effective
until 2003. For the fiscal year ended December 31, 2003, the aggregate fees
billed by PricewaterhouseCoopers LLP to the Adviser and its affiliates for
services provided by PricewaterhouseCoopers LLP and approved pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X were $49,500. These fees
were also billed in connection with internal control reviews and AIMR
performance reviews.

Before PricewaterhouseCoopers LLP is engaged to render audit or non-audit
services to the Fund and non-audit services to the Fund's Adviser or its
affiliates that provide ongoing services to the Fund, if the engagement
relates directly to the operations and financial reporting of the Fund, each
engagement is approved by the Fund's Audit Committee.

The aggregate non-audit fees billed by PricewaterhouseCoopers LLP for
services rendered to the Fund and the Adviser and its affiliates were $55,400
for the fiscal year ended December 31, 2002 and $59,800 for the fiscal year
ended December 31, 2003.

For the fiscal year ended December 31, 2002, the Audit Committee did
consider whether the provision of non-audit services that were rendered to the
Adviser and its affiliates was compatible with maintaining
PricewaterhouseCoopers LLP's independence. These non-audit services were not
pre-approved by the Audit Committee pursuant to paragraph (c)(7)(ii) of Rule
2-01 of Regulation S-X since this portion of the rule was not effective until
2003. For the fiscal year ended December 31, 2003, all audit and non-audit
services that were rendered to the Adviser and its affiliates were pre-approved
by the Audit Committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS OF THE FUND VOTE FOR
THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF THE FUND.

CERTAIN INFORMATION REGARDING THE ADVISER AND
THE ADMINISTRATOR

The Fund has retained Cohen & Steers Capital Management, Inc., a New York
corporation with offices at 757 Third Avenue, New York, New York 10017, to serve
as its investment adviser (the 'Adviser') under an investment advisory agreement
dated September 17, 1993. Martin Cohen and Robert H. Steers are 'controlling
persons' of the Adviser on the basis of their ownership of more than 10% of the
Adviser's stock. Their address is 757 Third Avenue, New York, New York 10017.
State Street Bank and Trust Company, with offices at 225 Franklin Street,
Boston, Massachusetts 02110, serves as administrator to the Fund.

OFFICERS OF THE FUND

The principal officers of the Fund and their principal occupations during
the past five years are set forth below. The address of each of the following
persons is 757 Third Avenue, New York, New York 10017.

Robert H. Steers, Chairman and Secretary (see Proposal One, 'Election of
Directors,' at page 3 for biographical information).

Martin Cohen, President and Treasurer (see Proposal One, 'Election of
Directors,' at page 3 for biographical information).

Adam M. Derechin, Vice President and Assistant Treasurer, age 39, joined the
Adviser in 1993 and has been the Chief Operating Officer since 2003 and prior to
that was a Senior Vice President since 1998.

Lawrence B. Stoller, Assistant Secretary, age 40, joined the Adviser in 1999
as Senior Vice President and General Counsel. For the five years prior to that
time, he was Associate General Counsel at Neuberger Berman Management Inc.
(1998-1999) and Assistant General Counsel of The Dreyfus Corporation
(1995-1998).

SUBMISSION OF PROPOSALS FOR THE NEXT
ANNUAL MEETING OF STOCKHOLDERS

All proposals by stockholders of the Fund which are intended to be presented
at the Fund's next Annual Meeting of Stockholders, to be held in 2005, must be
received by the Fund (address to Cohen & Steers Total Return Realty Fund, Inc.,
757 Third Avenue, New York, New York 10017) for inclusion in the Fund's proxy
statement and proxy relating to that meeting no later than November 18, 2004.
Any stockholder who desires to bring a proposal for consideration at the Fund's
2005 Annual Meeting of Stockholders without including such proposal in the
Fund's proxy statement must deliver written notice thereof to the Secretary or
Assistant Secretary of the Fund (address to Cohen & Steers Total Return Realty
Fund, Inc., 757 Third Avenue, New York, New York 10017) during the 30 day period
from December 30, 2004 to January 29, 2004.

STOCKHOLDER COMMUNICATIONS

Stockholders may send written communications to the Board to the attention
of the Board of Directors, c/o Cohen & Steers Funds, 757 Third Avenue, New York,
NY 10017. Stockholder communications must be signed by the stockholder and
identify the class and 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.

OTHER MATTERS

Management does not know of any matters to be presented at the Meeting other
than those mentioned in this Proxy Statement. If any of the persons listed above
is unavailable for election as a Director, an event not now anticipated, or if
any other matters properly come before the Meeting, the shares represented by
proxies will be voted with respect thereto in accordance with the best judgment
of the person or persons voting the proxies.

VOTES REQUIRED

The presence in person or by proxy of the holders of a majority of the
Fund's outstanding shares is required to constitute a quorum at the Meeting. The
election of the Directors, as set forth in Proposal 1, will require a vote of
the holders of a plurality of the Fund's shares present at the Meeting.
Ratification of the selection of the independent certified public accountants,
as set forth in Proposal 2, will require a majority of the votes cast at the
Meeting.

If the accompanying form of proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. However, if no instructions are specified, shares
will be voted for the election of the Directors and for the other proposals.

By order of the Board of Directors,

ROBERT STEERS

ROBERT H. STEERS
Secretary

March 18, 2004
New York, New York

APPENDIX A

COHEN & STEERS FUNDS

AUDIT COMMITTEE CHARTER
(Adopted as of March 2, 2004)

The Board of Directors (the 'Board') of each of the investment companies for
which Cohen & Steers Capital Management, Inc. ('Cohen & Steers') serves as
investment manager or adviser listed on Schedule I hereto, as it may be amended
from time to time (each, a 'Fund' and collectively, the 'Funds'), has adopted
this Charter to govern the activities of the Audit Committee (the 'Committee')
with respect to its oversight of the Fund. This Charter supercedes and replaces
any audit committee charter previously adopted by the Board or a committee of
the Board.

STATEMENT OF PURPOSE AND FUNCTIONS

The Committee's general purpose is to oversee the Fund's accounting and
financial reporting policies and practices and its internal controls, including
by assisting with the Board's oversight of the integrity of the Fund's financial
statements, the Fund's compliance with legal and regulatory requirements, the
selection, retention qualifications and independence of the Fund's independent
auditors, and the performance of the Fund's internal audit function and
independent auditors. The Committee's purpose is also to prepare reports
required by Securities and Exchange Commission (the 'SEC') rules to be included
in the Fund's annual proxy statement, if any.

The Committee's function is oversight. While the Committee has the
responsibilities set forth in this Charter, it is not the responsibility of the
Committee to plan or conduct audits, to prepare or determine that the Fund's
financial statements are complete and accurate and are in accordance with
generally accepted accounting principles, or to assure compliance with laws,
regulations or any internal rules or policies of the Fund. Fund management is
responsible for: (1) the preparation, presentation and integrity of the Fund's
financial statements; (2) the maintenance of appropriate accounting and
financial reporting principles and policies; and (3) the maintenance of internal
control over financial reporting and other procedures designed to assure
compliance with accounting standards and related laws and regulations. The
Fund's independent auditors are responsible for planning and carrying out an
audit consistent with applicable legal and professional standards and the terms
of their engagement letter. Nothing in this Charter shall be construed to reduce
the responsibilities or liabilities of the Fund's service providers, including
the Fund's independent auditors. Members of the Committee are not employees of
the Funds and, in serving on this Committee, are not, and do not hold themselves
out to be, acting as accountants or auditors. It is not the duty or
responsibility of the Committee or its members to conduct 'field work' or other
types of auditing or accounting reviews or procedures. In discharging their
duties, the members of the Committee are entitled to rely on information,
opinions, reports, or statements, including financial statements and other
financial data, if prepared or presented by: (1) one or more officers of the
Fund whom the Directors reasonably believe to be reliable and competent in the
matters presented; (2) legal counsel, public accountants, or other persons as to
matters the Directors reasonably believe are within the person's professional or
expert competence; or (3) a Board committee of which the Directors are not
members.

A-1

MEMBERSHIP

The Committee shall be comprised of as many directors as the Board shall
determine, but, in any event, no less than three. Each member of the Committee
must be a member of the Board. The Board may remove or replace any member of the
Committee at any time in its sole discretion. One or more members of the
Committee may be designated by the Board as the Committee's chairman or co-
chairman, as the case may be.

Each member of the Committee may not be an 'interested person' of the Fund,
as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended
(the '1940 Act'), and must otherwise satisfy the standards for independence of
an audit committee member of an investment company as set forth in Rule 10A-3(b)
(taking into account any exceptions to those requirements set forth in the rule)
under the Securities Exchange Act of 1934, as amended (the '1934 Act'), and,
with respect to New York Stock Exchange ('NYSE') listed Funds, under applicable
listing standards of the NYSE. In addition, with respect to listed funds, each
member of the Committee must be 'financially literate' (or must become so within
a reasonable time after his or her appointment to the Committee) and at least
one member of the Committee must have 'accounting or related financial
management expertise,' in each case as the Board interprets such qualification
in its business judgment under NYSE listing standards. The Board shall determine
annually whether: (i) the Committee has at least one member who is an 'audit
committee financial expert' ('ACFE'), as such term is defined in the rules
adopted under Section 407 of the Sarbanes-Oxley Act of 2002, and (ii) with
respect to NYSE listed Funds, simultaneous service on more than three public
company audit committees by a member of the Committee would not impair the
ability of such member to effectively serve on the Committee. The designation of
a person as an ACFE is not intended to impose any greater responsibility or
liability on that person than the responsibility and liability imposed on such
person as a member of the Committee, nor does it decrease the duties and
obligations of other Committee members or the Board.

RESPONSIBILITIES AND DUTIES

The Committee's policies and procedures shall remain flexible to facilitate
the Committee's ability to react to changing conditions and to generally
discharge its functions. The following describe areas of attention in broad
terms. The Committee shall:

1. Determine the selection, retention or termination of the Fund's
independent auditors based on an evaluation of their independence and the
nature and performance of the audit and any permitted non-audit services.
Decisions by the Committee concerning the selection, retention or
termination of the independent auditors shall be submitted to the Board for
ratification in accordance with the requirements of Section 32(a) of the
1940 Act. The Fund's independent auditors must report directly to the
Committee, which shall be responsible for overseeing the work of the
independent auditors and be responsible for the resolution of disagreements
between management and the independent auditors relating to financial
reporting.

2. Consider the independence of the Fund's independent auditors at
least annually, and in connection therewith receive on a periodic basis
formal written disclosures and letters from the independent auditors as
required by the Independence Standards Board Standard No. 1. In particular,
the Committee should consider whether: (i) the provision of each non-audit
service to the Fund by the Fund's independent auditors is compatible with
maintaining the independence of such independent auditors and (ii) the
provision of each non-audit service to the Fund's investment

A-2

adviser or any adviser affiliate (as defined below) that provides ongoing
services to the Fund is compatible with maintaining the independence of such
independent auditors.

3. To the extent required by applicable regulations, pre-approve
(i) all audit and permitted non-audit services rendered by the independent
auditors to the Fund and (ii) all non-audit services rendered by the
independent auditors to the Fund's investment adviser (including any
sub-advisers) or any entity controlling, controlled by, or under common
control with the investment adviser ('adviser affiliate') that provides
ongoing services to the Fund, if the engagement by the adviser affiliate
relates directly to the operations and financial reporting of the Fund. The
Committee may implement policies and procedures pursuant to which these
services are approved other than by the full Committee.

4. Review the fees charged by the independent auditors to the Fund, the
investment adviser and certain affiliates of the investment adviser for
audit, audit related and permitted non-audit services.

5. Set clear policies for the hiring of employees or former employees
of the Fund's independent auditors by the Fund, the Fund's investment
adviser, or an adviser affiliate.

6. Obtain and review at least annually a report from the independent
auditors describing (i) the accounting firm's internal quality-control
procedures; (ii) any material issues raised (a) by the accounting firm's
most recent internal quality-control review or peer review or (b) by any
governmental or other professional inquiry or investigation performed within
the preceding five years respecting one or more independent audits carried
out by the firm, and any steps taken to address any issues; and (iii) all
relationships between the independent auditors and the Fund.

7. Review with the Fund's independent auditors arrangements for and the
scope of the annual audit and any special audits, including the form of any
opinion proposed to be rendered to the Board and stockholders of the Fund.

8. Discuss with management and the independent auditors the Fund's
audited financial statements, including any narrative discussion by
management concerning the Fund's financial condition and investment
performance; discuss with the independent auditors matters required by
Statement of Accounting Standards No. 61 and any other matters required to
be reported to the Committee under applicable law, including, without
limitation, any adjustment to such financial statements recommended by such
independent auditors, or any other results of any audit; and provide a
statement whether, based on its review of the Fund's audited financial
statements, the Committee recommends to the Board that the audited financial
statements be included in the Fund's Annual Report.

9. Review the Fund's unaudited financial statements with Fund
management and the Fund's independent auditors.

10. Review with the independent auditors any audit problems or
difficulties encountered in the course of their audit work and management's
responses thereto.

11. Review with management management's guidelines and policies with
respect to risk assessment and risk management.

12. Discuss with management any press releases discussing the Fund's
investment performance and other financial information about the Fund, as
well as any financial information provided by management to analysts or
rating agencies. The Committee may discharge this responsibility by

A-3

discussing the general types of information to be disclosed by the Fund and
the form of presentation (i.e., a case-by-case review is not required) and
need not discuss in advance each release of this information.

13. Establish procedures for (i) the receipt, retention, and treatment
of complaints received by the Fund regarding accounting, internal accounting
controls, or auditing matters; and (ii) the confidential, anonymous
submission by employees of the Fund, the Fund's investment adviser,
administrator, principal underwriter (if any) or any other provider of
accounting-related services for the Fund or of concerns regarding
questionable accounting or auditing matters.

14. Investigate or initiate the investigation of any improprieties or
suspected improprieties in the Fund's accounting operations or financial
reporting and to address reports received from attorneys relating to the
possible violation of federal or state law or fiduciary duty.

15. Review with counsel legal and regulatory matters that have a
material impact on the Fund's financial and accounting reporting policies
and practices or its internal controls.

16. Report to the Board on a regular basis (at least annually) on the
Committee's activities.

17. Receive and review annually a written report from the Fund's
independent auditors regarding any: (i) critical accounting policies to be
used; (ii) alternative accounting treatments that have been discussed with
the Fund's management along with a description of the ramifications of the
use of such alternative treatments and the treatment preferred by the
independent auditors; and (iii) material written communications between the
auditor and management of the Fund, such as any management letter or
schedule of unadjusted differences.

18. Receive and consider specific representations from the Fund's
independent auditors with respect to audit partner rotation and conflicts of
interest as described in Section 10A(l) of the 1934 Act.

19. Consider information and comments from the Fund's independent
auditors with respect to the Fund's accounting and financial reporting
policies, procedures and internal control over financial reporting
(including the Fund's critical accounting policies and practices) and
management's responses to any such comments.

20. Consider information and comments from the Fund's independent
auditors with respect to, and meet with such independent auditors to discuss
any matters of concern relating to, the Fund's financial statements,
including any adjustments to such statements recommended by such independent
auditors, and to review the independent auditors' opinion on the Fund's
financial statements.

21. Receive reports from the Fund's principal executive officer and
principal financial officer, or persons performing similar functions,
regarding: (i) all significant deficiencies in the design or operation of
the Fund's internal controls that could adversely affect the Fund's ability
to record, process, summarize, and report financial data and the
identification for the Fund's independent auditors of any material
weaknesses in internal controls; (ii) any fraud, whether or not material,
that involves Fund management or other employees or employees of the
investment adviser who have a significant role in the Fund's internal
controls; and (iii) whether or not there were significant changes in the
Fund's internal controls or in other factors that could significantly affect
the Fund's internal controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

A-4

22. Perform such other functions consistent with this Charter, the
Articles of Incorporation and Bylaws applicable to the Fund, and applicable
law or regulation, as the Committee or the Board deems necessary or
appropriate.

The Committee may delegate any portion of its authority and responsibilities
as set forth in this Charter to a subcommittee of one or more members of the
Committee; provided, however, that the Committee may not delegate its
responsibilities in Item 1 above. Among other things, the subcommittee may act
on behalf of the Committee to pre-approve services proposed to be provided by
the independent auditors which have not otherwise been approved at a meeting of
the Committee. The subcommittee shall inform the other members of the Committee
of any services pre-approved pursuant to the foregoing in due course, or in any
event, at the next meeting of the Committee.

MEETINGS

At least annually, the Committee shall meet separately with the independent
auditors, with Fund management, and with those persons responsible for the
Fund's internal audit function, if any. The Committee shall hold other regular
or special meetings as and when it deems necessary or appropriate. The Committee
may request any officer or employee of Cohen & Steers or the Fund's legal
counsel (or counsel to the Board members who are not 'interested persons' of the
Fund) or independent auditors to attend a meeting of the Committee or to meet
with any members of, or consultants to, the Committee. Any action of the
Committee requires the vote of a majority of the Committee members present,
whether in person or otherwise, at the meeting at which such action is
considered. Members of the Committee may participate in a meeting of the
Committee by means of conference call or similar communications equipment by
means of which all persons participating in such meeting can hear each other.

OUTSIDE RESOURCES AND ASSISTANCE FROM MANAGEMENT

The appropriate officers of the Fund shall provide or arrange to provide
such information, data and services as the Committee may request. The Committee
shall have the authority to engage at the Fund's expense independent counsel and
other experts and consultants whose expertise the Committee considers necessary
to carry out its responsibilities. The Fund shall provide for appropriate
funding, as determined by the Committee, in its capacity as a committee of the
Board, for payment of: (i) compensation of the Fund's independent auditors for
the preparation or issuance of an audit report relating to the Fund's financial
statements or the performance of other audit, review or attest services for the
Fund; (ii) compensation of independent legal counsel or other advisers retained
by the Committee; and (iii) ordinary administrative expenses of the Committee
that are necessary or appropriate in fulfilling its purposes or carrying out its
responsibilities under this Charter.

ANNUAL EVALUATIONS

The Committee shall review and reassess the adequacy of this Charter at
least annually and recommend any changes to the Board. In addition, the
Committee shall review its performance at least annually. The Committee shall
assist the Fund, if necessary, in preparing any written affirmation or written
certification required to be filed with the NYSE in connection with any NYSE
listed Fund.

ADOPTION AND AMENDMENTS

The Board shall adopt and approve this Charter and may amend the Charter at
any time on the Board's own motion.

A-5

SCHEDULE I

FUNDS IN THE COHEN & STEERS COMPLEX OF FUNDS

OPEN-END

Cohen & Steers Equity Income Fund, Inc.

Cohen & Steers Institutional Realty Shares, Inc.

Cohen & Steers Realty Shares, Inc.

Cohen & Steers Special Equity Fund, Inc.

Cohen & Steers Utility Fund, Inc.

CLOSED-END

Cohen & Steers Advantage Income Realty Shares, Inc.

Cohen & Steers Premium Income Realty Fund, Inc.

Cohen & Steers Quality Income Realty Fund, Inc.

Cohen & Steers REIT and Preferred Income Fund, Inc.

Cohen & Steers REIT and Utility Income Fund, Inc.

Cohen & Steers Select Utility Fund, Inc.

Cohen & Steers Total Return Realty Fund, Inc.

A-6

APPENDIX B

THE COHEN & STEERS FUNDS

NOMINATING COMMITTEE CHARTER
(Adopted as of March 2, 2004)

STATEMENT OF PURPOSES AND RESPONSIBILITIES

The primary purposes and responsibilities of the Committee are (i) to
identify individuals qualified to become members of the Board in the event that
a position is vacated or created, (ii) to select the Director nominees for the
next annual meeting of stockholders and (iii) to set any necessary standards or
qualifications for service on the Board.

ORGANIZATION AND GOVERNANCE

The Committee shall be comprised of as many Directors as the Board shall
determine, but in any event not less than two (2) Directors. The Committee must
consist entirely of Board members who are not 'interested persons' of the Fund
('Independent Directors'), as defined in Section 2(a)(19) of the Investment
Company Act of 1940, as amended (the '1940 Act'). The Board may remove or
replace any member of the Committee at any time in its sole discretion.

One or more members of the Committee may be designated by the Board as the
Committee's chairman or co-chairman, as the case may be.

The Committee will not have regularly scheduled meetings. Committee meetings
shall be held as and when the Committee or the Board determines necessary.

QUALIFICATIONS FOR DIRECTOR NOMINEES

The Committee requires that Director candidates have a college degree or
equivalent business experience. The 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) relevant industry and
related experience, (iii) educational background, (iv) financial and other
relevant experience, (v) an assessment of the candidate's character, integrity,
ability and judgment (vi) whether or not the candidate serves on boards of, or
is otherwise affiliated with, competing financial service organizations or their
related mutual fund complexes, (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 Committee members.

B-1

SOURCES FOR IDENTIFICATION OF NOMINEES

In identifying potential nominees for the Board, the Committee may consider
candidates recommended by one or more of the following sources: (i) the Fund's
current Directors, (ii) the Fund's officers, (iii) Cohen & Steers and/or the
Fund's other investment advisers, if any, (iv) the Fund's stockholders (see
below) and (v) any other source the Committee deems to be appropriate. The
Committee may, but is not required to, retain a third party search firm at the
Fund's expense to identify potential candidates.

CONSIDERATION OF CANDIDATES RECOMMENDED BY STOCKHOLDERS

The Committee will consider and evaluate nominee candidates properly
submitted by stockholders on the same basis as it considers and evaluates
candidates recommended by other sources. Appendix A to the Charter, as it may be
amended from time to time by the Committee, sets forth procedures that must be
followed by stockholders to properly submit a nominee candidate to the Committee
(recommendations not properly submitted in accordance with Appendix A will not
be considered by the Committee).

DELEGATION

The Committee may delegate any portion of its authority and responsibilities
as set forth in this Charter to a subcommittee of one or more members of the
Committee.

B-2

SCHEDULE I

FUNDS IN THE COHEN & STEERS COMPLEX OF FUNDS

OPEN-END

Cohen & Steers Equity Income Fund, Inc.

Cohen & Steers Institutional Realty Shares, Inc.

Cohen & Steers Realty Shares, Inc.

Cohen & Steers Special Equity Fund, Inc.

Cohen & Steers Utility Fund, Inc.

CLOSED-END

Cohen & Steers Advantage Income Realty Shares, Inc.

Cohen & Steers Premium Income Realty Fund, Inc.

Cohen & Steers Quality Income Realty Fund, Inc.

Cohen & Steers REIT and Preferred Income Fund, Inc.

Cohen & Steers REIT and Utility Income Fund, Inc.

Cohen & Steers Select Utility Fund, Inc.

Cohen & Steers Total Return Realty Fund, Inc.

B-3

APPENDIX A

PROCEDURES FOR STOCKHOLDERS TO SUBMIT NOMINEE CANDIDATES

A Fund shareholder must follow these procedures in order to properly
submit a nominee recommendation for the Committee's consideration.

1. The shareholder must submit any such recommendation (a 'Shareholder
Recommendation') in writing to the Fund, to the attention of the Secretary,
at the address of the principal executive offices of the Fund.

2. The Shareholder Recommendation must include: (i) a statement in
writing setting forth (A) the name, age, date of birth, business address,
residence address and nationality of the person recommended by the
shareholder (the 'candidate'); (B) the class or series and number of all
shares of the Fund owned of record or beneficially by the candidate, as
reported to such shareholder by the candidate; (C) any other information
regarding the candidate called for with respect to director nominees by
paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph
(b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange
Act of 1934, as amended (the 'Exchange Act'), adopted by the Securities and
Exchange Commission (the 'SEC') (or the corresponding provisions of any
regulation or rule subsequently adopted by the SEC or any successor agency
applicable to the Fund); (D) any other information regarding the candidate
that would be required to be disclosed if the candidate were a nominee in a
proxy statement or other filing required to be made in connection with
solicitation of proxies for election of directors pursuant to Section 14 of
the Exchange Act and the rules and regulations promulgated thereunder; and
(E) whether the recommending shareholder believes that the candidate is or
will be an 'interested person' of the Fund (as defined in the 1940 Act) and,
if not an 'interested person,' information regarding the candidate that will
be sufficient for the Fund to make such determination; (ii) the written and
signed consent of the candidate to be named as a nominee and to serve as a
director if elected; (iii) the recommending shareholder's name as it appears
on the Fund's books; (iv) the class or series and number of all shares of
the Fund owned beneficially and of record by the recommending shareholder;
and (v) a description of all arrangements or understandings between the
recommending shareholder and the candidate and any other person or persons
(including their names) pursuant to which the recommendation is being made
by the recommending shareholder. In addition, the Committee may require the
candidate to furnish such other information as it may reasonably require or
deem necessary to determine the eligibility of such candidate to serve on
the Board.

B-4

Appendix I

COHEN & STEERS TOTAL RETURN REALTY FUND, INC.

757 Third Avenue
New York, New York 10017

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Revoking any such prior appointments, the undersigned appoints Jay J. Chen and
Lawrence B. Stoller (or, if only one shall act, then that one) proxies with the
power of substitution to vote all the common stock of Cohen & Steers Total
Return Realty Fund, Inc. (the "Fund") registered in the name of the undersigned
at the Annual Meeting of Stockholders to be held at the offices of Cohen &
Steers Capital Management, Inc., 757 Third Avenue, New York, New York 10017 on
April 29, 2004 at 10:00 a.m., and at any adjournments thereof.

--------------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
--------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

----------------------------------- --------------------------------------

Please mark 3535
[X] votes as in
this example.

---------------------------------------------
COHEN & STEERS TOTAL RETURN REALTY FUND, INC.
---------------------------------------------
COMMON SHARES

1. Election of Directors.
Nominees: (01) Martin Cohen, (02) Richard J. Norman and
(03) Frank K. Ross

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ]
------------------------------------------
For all nominee(s) except as written above

2. To ratify the selection of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP as [ ] [ ] [ ]
independent Certified Public
Accountants of the Fund for
the fiscal year ending
December 31, 2004.

3. To transact such other business
as may properly come before the
meeting.

The shares of common stock represented
by this Proxy will be voted in accordance
with the specifications made above. If no
specifications are made, such shares will
be voted FOR the election of all nominees
for Director and FOR proposal 2.

Mark box at right if an address change or
comment has been noted on the reverse side [ ]
of this card.

Please be sure to sign and date this Proxy.

Signature: Date: Signature: Date:
--------------------- ------------ --------------------- ------------

STATEMENT OF DIFFERENCES

The dagger symbol shall be expressed as..................................... 'D'