-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 SFgJnCHlmfyUt/bSa6NzCMixE91uNu4F/EB5lC2WtmHNrL60PXzEmm9CbxLPR1DZ
 gDB8oiLyoKrS8UBkUZ5axg==

<SEC-DOCUMENT>0001157842-10-000005.txt : 20100830
<SEC-HEADER>0001157842-10-000005.hdr.sgml : 20100830
<ACCEPTANCE-DATETIME>20100827183600
ACCESSION NUMBER:		0001157842-10-000005
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20100630
FILED AS OF DATE:		20100830
DATE AS OF CHANGE:		20100827
EFFECTIVENESS DATE:		20100830

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COHEN & STEERS QUALITY INCOME REALTY FUND INC
		CENTRAL INDEX KEY:			0001157842
		IRS NUMBER:				134189110
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-10481
		FILM NUMBER:		101045137

	BUSINESS ADDRESS:	
		STREET 1:		280 PARK AVENUE
		STREET 2:		10TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		2128323232

	MAIL ADDRESS:	
		STREET 1:		280 PARK AVENUE
		STREET 2:		10TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COHEN & STEERS INCOME REALTY FUND INC
		DATE OF NAME CHANGE:	20010821
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>answer.fil
<DESCRIPTION>ANSWER FILE
<TEXT>
<PAGE>      PAGE  1
000 A000000 06/30/2010
000 C000000 0001157842
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 COHEN & STEERS QUALITY INCOME REALTY FUND
001 B000000 811-10481
001 C000000 2128323232
002 A000000 280 PARK AVENUE
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10017
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 N
007 B000000  0
007 C010100  1
008 A000001 COHEN & STEERS CAPITAL MANAGEMENT, INC.
008 B000001 A
008 C000001 801-27721
008 D010001 NEW YORK
008 D020001 NY
008 D030001 10017
010 A000001 COHEN & STEERS CAPITAL MANAGEMENT, INC.
010 B000001 801-27721
010 C010001 NEW YORK
010 C020001 NY
010 C030001 10017
010 A000002 STATE STREET CORPORATION
010 B000002 85-05003
010 C010002 BOSTON
010 C020002 MA
010 C030002 02111
012 A000001 Bank of New York Mellon
012 B000001 85-05006
012 C010001 Jersey City
012 C020001 NJ
012 C030001 07310
013 A000001 PRICEWATERHOUSECOOPERS, LLP
013 B010001 NEW YORK
013 B020001 NY
013 B030001 10019
014 A000001 COHEN & STEERS SECURITIES, LLC
014 B000001 8-00
015 A000001 STATE STREET CORPORATION
<PAGE>      PAGE  2
015 B000001 C
015 C010001 BOSTON
015 C020001 MA
015 C030001 02111
015 C040001 8200
015 E010001 X
015 A000002 UNICREDIT BANK AUSTRIA AG
015 B000002 S
015 C010002 VIENNA
015 D010002 AUSTRIA
015 E040002 X
015 A000003 THE HONGKONG AND SHANGHAI BANKING CORP. LTD.
015 B000003 S
015 C010003 SYDNEY
015 D010003 AUSTRALIA
015 E040003 X
015 A000004 DEUTSCHE BANK AG
015 B000004 S
015 C010004 BRUSSELS
015 D010004 BELGIUM
015 E040004 X
015 A000005 CITIBANK, N.A.
015 B000005 S
015 C010005 SAO PAULO
015 D010005 BRAZIL
015 E040005 X
015 A000006 STATE STREET TRUST COMPANY CANADA
015 B000006 S
015 C010006 TORONTO
015 D010006 CANADA
015 E040006 X
015 A000007 CLEARSTREAM BANKING SA
015 B000007 S
015 C010007 LUXEMBOURG
015 D010007 LUXEMBOURG
015 E040007 X
015 A000008 CREDIT SUISSE
015 B000008 S
015 C010008 ZURICH
015 D010008 SWITZERLAND
015 E040008 X
015 A000009 DEUTSCHE BANK AG
015 B000009 S
015 C010009 FRANKFURT
015 D010009 GERMANY
015 E040009 X
015 A000010 SKANDINAVISKA ENSKILDA BANKEN AB
015 B000010 S
015 C010010 COPENHAGEN
015 D010010 DENMARK
015 E040010 X
<PAGE>      PAGE  3
015 A000011 DEUTSCHE BANK S.A.E.
015 B000011 S
015 C010011 BARCELONA
015 D010011 SPAIN
015 E040011 X
015 A000012 SKANDINAVISKA ENSKILDA BANKEN AB (SEB)
015 B000012 S
015 C010012 HELSINKI
015 D010012 FINLAND
015 E040012 X
015 A000013 DEUTSCHE BANK AG
015 B000013 S
015 C010013 PARIS
015 D010013 FRANCE
015 E040013 X
015 A000014 STATE STREET BANK & TRUST CO
015 B000014 S
015 C010014 LONDON
015 D010014 UNITED KINGDOM
015 E040014 X
015 A000015 STANDARD CHARTERED BANK
015 B000015 S
015 C010015 HONG KONG
015 D010015 HONG KONG
015 E040015 X
015 A000016 Deutsche Bank S.p.A
015 B000016 S
015 C010016 MILAN
015 D010016 Italy
015 E040016 X
015 A000017 THE HONG KONG & SHANGHAI BANKING CORP., LTD.
015 B000017 S
015 C010017 Tokyo
015 D010017 Japan
015 E040017 X
015 A000018 DEUTSCHE BANK AG
015 B000018 S
015 C010018 AMSTERDAM
015 D010018 NETHERLANDS
015 E040018 X
015 A000019 SKANDINAVISKA ENSKILDA BANKEN AB
015 B000019 S
015 C010019 OSLO
015 D010019 NORWAY
015 E040019 X
015 A000020 THE HONGKONG AND SHANGHAI BANKING CORP LTD
015 B000020 S
015 C010020 AUCKLAND
015 D010020 NEW ZEALAND
015 E040020 X
015 A000021 SKANDINAVISKA ENSKILDA BANKEN AB
<PAGE>      PAGE  4
015 B000021 S
015 C010021 STOCKHOLM
015 D010021 SWEDEN
015 E040021 X
015 A000022 CITIBANK N.A.
015 B000022 S
015 C010022 SINGAPORE
015 D010022 SINGAPORE
015 E040022 X
018  000000 Y
019 A000000 Y
019 B000000   21
019 C000000 COHENSTEER
020 A000001 J.P. MORGAN SECURITIES, INC.
020 B000001 13-3379014
020 C000001    192
020 A000002 PERSHING LLC
020 B000002 13-2741729
020 C000002     96
020 A000003 MERRILL LYNCH PIERCE FENNER & SMITH, INC.
020 B000003 13-5674085
020 C000003     83
020 A000004 CITIGROUP GLOBAL MARKETS INC.
020 B000004 11-2418191
020 C000004     66
020 A000005 MORGAN STANLEY
020 B000005 13-2655998
020 C000005     61
020 A000006 Keybanc Capital Markets Inc
020 C000006     59
020 A000007 BARCLAYS BANK
020 B000007 06-1031656
020 C000007     59
020 A000008 UBS AG
020 B000008 13-3873456
020 C000008     51
020 A000009 BAIRD (ROBERT W.) & CO., INC.
020 B000009 39-6037917
020 C000009     50
020 A000010 GOLDMAN SACHS & CO.
020 B000010 13-5108880
020 C000010     48
021  000000     1095
022 A000001 STATE STR INSTL LIQUID RESVS FUND
022 C000001     86950
022 D000001     97354
022 A000002 FEDERATED GOVERNMENT OBLIGATIONS FUND
022 C000002     86950
022 D000002     97351
023 C000000     173900
023 D000000     194705
<PAGE>      PAGE  5
024  000000 N
026 A000000 N
026 B000000 Y
026 C000000 Y
026 D000000 Y
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027  000000 N
028 A010000         0
028 A020000         0
028 A030000         0
028 A040000         0
028 B010000         0
028 B020000         0
028 B030000         0
028 B040000         0
028 C010000         0
028 C020000         0
028 C030000         0
028 C040000         0
028 D010000         0
028 D020000         0
028 D030000         0
028 D040000         0
028 E010000         0
028 E020000         0
028 E030000         0
028 E040000         0
028 F010000         0
028 F020000         0
028 F030000         0
028 F040000         0
028 G010000         0
028 G020000         0
028 G030000         0
028 G040000         0
028 H000000         0
030 A000000      0
030 B000000  0.00
030 C000000  0.00
031 A000000      0
031 B000000      0
032  000000      0
033  000000      0
035  000000      0
036 B000000      0
038  000000      0
042 A000000   0
<PAGE>      PAGE  6
042 B000000   0
042 C000000   0
042 D000000   0
042 E000000   0
042 F000000   0
042 G000000   0
042 H000000   0
043  000000      0
044  000000      0
045  000000 Y
046  000000 N
047  000000 Y
048  000000  0.850
048 A010000        0
048 A020000 0.000
048 B010000        0
048 B020000 0.000
048 C010000        0
048 C020000 0.000
048 D010000        0
048 D020000 0.000
048 E010000        0
048 E020000 0.000
048 F010000        0
048 F020000 0.000
048 G010000        0
048 G020000 0.000
048 H010000        0
048 H020000 0.000
048 I010000        0
048 I020000 0.000
048 J010000        0
048 J020000 0.000
048 K010000        0
048 K020000 0.000
049  000000 N
050  000000 N
051  000000 N
052  000000 N
053 A000000 Y
053 B000000 Y
053 C000000 N
054 A000000 Y
054 B000000 Y
054 C000000 N
054 D000000 N
054 E000000 N
054 F000000 N
054 G000000 Y
054 H000000 Y
054 I000000 N
<PAGE>      PAGE  7
054 J000000 Y
054 K000000 N
054 L000000 N
054 M000000 Y
054 N000000 N
054 O000000 N
055 A000000 N
055 B000000 Y
056  000000 Y
057  000000 N
058 A000000 N
059  000000 Y
060 A000000 N
060 B000000 N
061  000000        0
062 A000000 N
062 B000000   0.0
062 C000000   0.0
062 D000000   0.0
062 E000000   0.0
062 F000000   0.0
062 G000000   0.0
062 H000000   0.0
062 I000000   0.0
062 J000000   0.0
062 K000000   0.0
062 L000000   0.0
062 M000000   0.0
062 N000000   0.0
062 O000000   0.0
062 P000000   0.0
062 Q000000   0.0
062 R000000   0.0
063 A000000   0
063 B000000  0.0
066 A000000 Y
066 B000000 N
066 C000000 N
066 D000000 N
066 E000000 N
066 F000000 Y
066 G000000 N
067  000000 N
068 A000000 N
068 B000000 N
069  000000 N
070 A010000 Y
070 A020000 N
070 B010000 Y
070 B020000 Y
070 C010000 Y
<PAGE>      PAGE  8
070 C020000 N
070 D010000 Y
070 D020000 N
070 E010000 Y
070 E020000 N
070 F010000 Y
070 F020000 N
070 G010000 Y
070 G020000 N
070 H010000 Y
070 H020000 N
070 I010000 N
070 I020000 N
070 J010000 Y
070 J020000 Y
070 K010000 Y
070 K020000 Y
070 L010000 Y
070 L020000 Y
070 M010000 Y
070 M020000 Y
070 N010000 Y
070 N020000 N
070 O010000 Y
070 O020000 Y
070 P010000 Y
070 P020000 N
070 Q010000 Y
070 Q020000 N
070 R010000 N
070 R020000 N
071 A000000    501160
071 B000000    486499
071 C000000   1231452
071 D000000   40
072 A000000  6
072 B000000      683
072 C000000    22028
072 D000000        0
072 E000000       74
072 F000000     5301
072 G000000      245
072 H000000        0
072 I000000       11
072 J000000      119
072 K000000        0
072 L000000      187
072 M000000       43
072 N000000        0
072 O000000        0
072 P000000     2728
<PAGE>      PAGE  9
072 Q000000        0
072 R000000       20
072 S000000      153
072 T000000        0
072 U000000        0
072 V000000        0
072 W000000      191
072 X000000     8998
072 Y000000      499
072 Z000000    14286
072AA000000    61290
072BB000000    34638
072CC010000        0
072CC020000     2248
072DD010000    19187
072DD020000        0
072EE000000        0
073 A010000   0.1900
073 A020000   0.0000
073 B000000   0.0000
073 C000000   0.0000
074 A000000     9833
074 B000000        0
074 C000000        0
074 D000000     6867
074 E000000   279878
074 F000000   996185
074 G000000        0
074 H000000        0
074 I000000     9100
074 J000000        0
074 K000000        0
074 L000000     6056
074 M000000      257
074 N000000  1308176
074 O000000     1094
074 P000000      879
074 Q000000   435750
074 R010000        0
074 R020000        0
074 R030000        0
074 R040000    17845
074 S000000        0
074 T000000   852608
074 U010000   110677
074 U020000        0
074 V010000     7.70
074 V020000     0.00
074 W000000   0.0000
074 X000000    57555
074 Y000000        0
<PAGE>      PAGE  10
075 A000000        0
075 B000000  1256650
076  000000     6.33
077 A000000 Y
077 C000000 N
077 M000000 Y
077 Q010000 Y
078  000000 N
080 C000000        0
081 B000000   0
082 B000000        0
083 B000000        0
084 B000000        0
086 A010000  14702
086 A020000 119072
086 B010000    391
086 B020000   2595
086 C010000      0
086 C020000      0
086 D010000      0
086 D020000      0
086 E010000      0
086 E020000      0
086 F010000      0
086 F020000      0
087 A010000 COMMON STOCK
087 A020000 19247L106
087 A030000 RQI
088 A000000 N
088 B000000 N
088 C000000 N
088 D000000 N
SIGNATURE   LESTER LAY
TITLE       VICE PRESIDENT

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>rqibylaws.txt
<DESCRIPTION>BY LAWS
<TEXT>
BY-LAWS
OF
COHEN & STEERS QUALITY INCOME REALTY FUND, INC.
(As amended June 23, 2010)
____________________________

ARTICLE I
Offices
Section 1. Principal Office in Maryland. The Corporation shall have a
principal office in the City of Baltimore, State of Maryland.
Section 2. Other Offices. The Corporation may have offices also at such other
places within and without the State of Maryland as the Board of Directors may
from time to time determine or as the business of the Corporation may require.
ARTICLE II
Meetings of Stockholders
Section 1. Place of Meeting. Meetings of stockholders shall be held at such
places within or outside the United States as shall be fixed from time to time
by the Board of Directors.
Section 2. Annual Meetings. The Corporation shall not be required to hold an
annual meeting of stockholders in any year in which the election of directors
is not required to be acted on by stockholders under the Investment Company
Act of 1940. If the Corporation is required to hold a meeting of stockholders
to elect directors, the meeting shall be designated as the annual meeting of
stockholders for that year and shall be held no later than 120 days after the
occurrence of the event requiring the meeting. Any business may be considered
at an annual meeting of stockholders without the purpose of the meeting having
been specified in the notice.
Section 3. Notice of Annual Meeting. Written or printed notice of the annual
meeting, stating the place, date and hour thereof, shall be given to each
stockholder entitled to vote thereat and each other shareholder entitled to
notice thereof not less than ten nor more than ninety days before the date of
the meeting.
Section 4. Special Meetings. Special meetings of stockholders may be called by
the chairman, the president or by the Board of Directors and shall be called
by the secretary upon the written request of holders of shares entitled to
cast not less than twenty-five percent of all the votes entitled to be cast at
such meeting. Such request shall state the purpose or purposes of such meeting
and the matters proposed to be acted on thereat. In the case of such request
for a special meeting, upon payment by such stockholders to the Corporation of
the estimated reasonable cost of preparing and mailing a notice of such
meeting, the secretary shall give the notice of such meeting. The secretary
shall not be required to call a special meeting to consider any matter which
is substantially the same as a matter acted upon at any special meeting of
stockholders held within the preceding twelve months unless requested to do so
by holders of shares entitled to cast not less than a majority of all votes
entitled to be cast at such meeting. Notwithstanding the foregoing, to the
extent required by the Investment Company Act of 1940, special meetings of
stockholders for the purpose of voting upon the question of removal of any
director or directors of the Corporation shall be called by the secretary upon
the written request of holders of shares entitled to cast not less than ten
percent of all the votes entitled to be cast at such meeting.
Section 5. Notice of Special Meeting. Written or printed notice of a special
meeting of stockholders, stating the place, date, hour and purpose thereof,
shall be given by the secretary to each stockholder entitled to vote thereat
and each other shareholder entitled to notice thereof not less than ten nor
more than ninety days before the date fixed for the meeting.
Section 6. Business of Special Meetings. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice
thereof.
Section 7.  Quorum. The holders of shares entitled to cast one-third of the
votes entitled to be cast thereat, present in person or represented by proxy,
shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except with respect to any matter which, under
applicable statutes or regulatory requirements or the Corporation's charter,
requires approval by a separate vote of one or more classes of stock, in
which case the presence in person or by proxy of the holders of shares
entitled to cast one-third of the votes entitled to be cast separately on the
matter shall constitute a quorum with respect to those classes of stock. A
meeting of stockholders convened on the date for which it is called may be
adjourned from time to time without further notice to a date not more than
120 days after the record date.
Section 8. Adjournment. Any meeting of the stockholders convened on the date
for which it was called may be adjourned from time to time, without notice
other than by announcement at the meeting at which the adjournment was taken.
In the absence of a quorum, the stockholders present in person or by proxy, by
majority vote of those present and without notice other than by announcement
at the meeting, may adjourn the meeting from time to time as provided for in
this Section 8 of Article II. At any adjourned meeting at which a quorum shall
be present, any action may be taken that could have been taken at the meeting
originally called. A meeting of the stockholders may not be adjourned without
further notice to a date more than 120 days after the original record date
determined pursuant to Section 11 of this Article II.
Section 9. Voting. When a quorum is present at any meeting, the affirmative
vote of a majority of the votes cast by stockholders entitled to vote on the
matter shall decide any question brought before such meeting (except that
directors may be elected by the affirmative vote of a plurality of the votes
cast), unless the question is one upon which by express provision of the
Investment Company Act of 1940, as from time to time in effect, or other
statutes, or rules or orders of the Securities and Exchange Commission or any
successor thereto or of the Charter a different vote is required, in which
case such express provision shall govern and control the decision of such
question.
Section 10. Proxies. Each stockholder shall at every meeting of stockholders
be entitled to vote in person or by proxy appointed in such manner as may be
permitted by Maryland law. No proxy shall be voted after eleven months from
its date, unless otherwise provided in the proxy.
Section 11. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date which
shall be not more than ninety days and, in the case of a meeting of
stockholders, not less than ten days prior to the date on which the particular
action requiring such determination of stockholders is to be taken. In lieu of
fixing a record date, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period, but not to exceed, in any
case, twenty days. If the stock transfer books are closed for the purpose of
determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least ten days immediately
preceding such meeting. If no record date is fixed and the stock transfer
books are not closed for the determination of stockholders: (1) The record
date for the determination of stockholders entitled to notice of, or to vote
at, a meeting of stockholders shall be at the close of business on the day on
which notice of the meeting of stockholders is mailed or the day thirty days
before the meeting, whichever is the closer date to the meeting; and (2) The
record date for the determination of stockholders entitled to receive payment
of a dividend or an allotment of any rights shall be at the close of business
on the day on which the resolution of the Board of Directors declaring the
dividend or allotment of rights is adopted, provided that the payment or
allotment date shall not be more than sixty days after the date of the
adoption of such resolution. If a record date has been fixed for the
determination of stockholders entitled to vote at a meeting, only the
stockholders of record on the record date shall be entitled to vote at the
meeting and such stockholders shall be entitled to vote at the meeting
notwithstanding the subsequent transfer or redemption of the shares owned of
record on such date.
Section 12. Inspectors of Election. The directors, in advance of any meeting,
may, but need not, appoint one or more inspectors to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the
person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors
in advance of the meeting or at the meeting by the person presiding thereat.
Each inspector, if any, before entering upon the discharge of his duties, may
be required to take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best
of his ability. The inspectors, if any, shall determine the number of shares
outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum and the validity and effect of proxies,
and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count
and tabulate all votes, ballots or consents, determine the result, and do such
acts as are proper to conduct the election or vote with fairness to all
stockholders. On request of the person presiding at the meeting or any
stockholder, the inspector or inspectors, if any, shall make a report in
writing of any challenge, question or matter determined by him or them and
execute a certificate of any fact found by him or them.
Section 13. Informal Action by Stockholders. Except to the extent prohibited
by the Investment Company Act of 1940, as from time to time in effect, or
rules or orders of the Securities and Exchange Commission or any successor
thereto, any action required or permitted to be taken at any meeting of
stockholders may be taken without a meeting if a consent in writing, setting
forth such action, is signed by all the stockholders entitled to vote on the
subject matter thereof, and such consent is filed with the records of the
Corporation.

ARTICLE III
Board of Directors
Section 1. Number of Directors. The number of directors constituting the
entire Board of Directors (which initially was fixed at two in the
Corporation's Articles of Incorporation) may be increased or decreased from
time to time by the vote of a majority of the entire Board of Directors within
the limits permitted by law but at no time may be more than twenty, but the
tenure of office of a director in office at the time of any decrease in the
number of directors shall not be affected as a result thereof. The directors
shall be elected to hold offices at the annual meeting of stockholders and
each director shall hold office until the next annual meeting of stockholders
or until his successor is elected and qualifies. Any director may resign at
any time upon written notice to the Corporation. Any director may be removed,
either with or without cause, at any meeting of stockholders duly called and
at which a quorum is present by the affirmative vote of the majority of the
votes entitled to be cast thereon, and the vacancy in the Board of Directors
caused by such removal may be filled by the stockholders at the time of such
removal. Directors need not be stockholders.
Section 2. Vacancies and Newly-Created Directorships. Any vacancy occurring in
the Board of Directors for any cause other than by reason of an increase in
the number of directors may be filled by a majority of the remaining members
of the Board of Directors although such majority is less than a quorum. Any
vacancy occurring by reason of an increase in the number of directors may be
filled by a majority of the entire Board of Directors. A director elected by
the Board of Directors to fill a vacancy shall be elected to hold office until
the next annual meeting of stockholders or until his successor is elected and
qualifies.
Section 3. Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors, which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Charter or by these By-Laws conferred
upon or reserved to the stockholders.
Section 4. Meetings. The Board of Directors of the Corporation or any
committee thereof may hold meetings, both regular and special, either within
or without the State of Maryland. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as shall from time
to time be determined by the Board of Directors. Special meetings of the Board
of Directors may be called by the chairman, the president or by two or more
directors. Notice of special meetings of the Board of Directors shall be given
by the secretary to each director at least three days before the meeting if by
mail or at least 24 hours before the meeting if given in person or by
telephone or by telegraph. The notice need not specify the business to be
transacted.
Section 5. Quorum and Voting. During such times when the Board of Directors
shall consist of more than one director, a quorum for the transaction of
business at meetings of the Board of Directors shall consist of one-third of
the entire Board of Directors, but in no event less than two directors. The
action of a majority of the directors present at a meeting at which a quorum
is present shall be the action of the Board of Directors. If a quorum shall
not be present at any meeting of the Board of Directors, the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 6. Chairman of the Board of Directors.  The Board of Directors may
appoint a chairman, or co-chairmen, of the Board of Directors, who shall
preside at all meetings of the stockholders and of the Board of Directors.
The chairman shall be ex officio a member of all committees designated by the
Board of Directors except as otherwise determined by the Board of Directors.
The chairman shall have authority to execute instruments and contracts on
behalf of the Corporation except where required by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some officer or agent of the
Corporation.
Section 7. Committees. The Board of Directors may appoint from among its
members an executive committee and other committees of the Board of Directors,
each committee to be composed of one or more of the directors of the
Corporation. The Board of Directors may delegate to such committees any of the
powers of the Board of Directors except those which may not by law be
delegated to a committee. Such committee or committees shall have the name or
names as may be determined from time to time by resolution adopted by the
Board of Directors. Unless the Board of Directors designates one or more
directors as alternate members of any committee, who may replace an absent or
disqualified member at any meeting of the committee, the members of any such
committee present at any meeting and not disqualified from voting may, whether
or not they constitute a quorum, appoint another member of the Board of
Directors to act at the meeting in the place of any absent or disqualified
member of such committee. At meetings of any such committee, a majority of the
members or alternate members of such committee shall constitute a quorum for
the transaction of business and the act of a majority of the members or
alternate members present at any meeting at which a quorum is present shall
be the act of the committee.
Section 8. Minutes of Committee Meetings. The committees shall keep regular
minutes of their proceedings.
Section 9. Informal Action by Board of Directors and Committees. Any action
required or permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a meeting if a written consent
thereto is signed by all members of the Board of Directors or of such
committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board of Directors or committee, provided,
however, that such written consent shall not constitute approval of any
matter which pursuant to the Investment Company Act of 1940 and the rules
thereunder requires the approval of directors by vote cast in person at a
meeting.
Section 10. Meeting by Conference Telephone. The members of the Board of
Directors or any committee thereof may participate in a meeting of the Board
of Directors or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time and such participation shall
constitute presence in person at such meeting, provided, however, that such
participation shall not constitute presence in person with respect to matters
which pursuant to the Investment Company Act of 1940 and the rules thereunder
require the approval of directors by vote cast in person at a meeting.
Section 11. Fees and Expenses. The directors may be paid their expenses of
attendance at each meeting of the Board of Directors and may be paid a fixed
sum for attendance at each meeting of the Board of Directors, a stated salary
as director or such other compensation as the Board of Directors may approve.
No such payment shall preclude any director from serving the Corporation in
any other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like reimbursement and compensation for
attending committee meetings.

ARTICLE IV
Notices

Section 1. General. Notices to directors and stockholders mailed to them at
their post office addresses appearing on the books of the Corporation shall be
deemed to be given at the time when deposited in the United States mail.
Section 2. Waiver of Notice. Whenever any notice is required to be given under
the provisions of the statutes, of the Charter or of these By-Laws, each
person entitled to said notice waives notice if, before or after the meeting
he signs a written waiver of notice and such waiver is filed with the records
of the meeting. Attendance of a person at a meeting shall constitute a waiver
of notice of such meeting except when the person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.
ARTICLE V
Officers

Section 1. General. The officers of the Corporation shall be chosen by the
Board of Directors and shall include a president, a secretary and a treasurer.
The Board of Directors may choose also such vice presidents, assistant
secretaries, assistant treasurers and other officers and agents as it may deem
desirable and who shall have such authority and perform such duties as the
Directors may determine. Any number of offices may be held by the same person,
except that no person may serve concurrently as both president and vice
president. No officer shall execute, acknowledge or verify any instrument in
more than one capacity if such instrument is required by law to be executed,
acknowledged or verified by two or more officers.
Section 2. Tenure of Officers. The officers of the Corporation shall hold
office at the pleasure of the Board of Directors. Each officer shall hold his
office until his successor is elected and qualifies or until his earlier
resignation or removal. Any officer may resign at any time upon written notice
to the Corporation. Any officer elected or appointed by the Board of Directors
may be removed at any time by the Board of Directors when, in its judgment,
the best interests of the Corporation will be served thereby. Any vacancy
occurring in any office of the Corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors.
Section 3. President. In the absence or disability of the chairman, the
president shall perform the duties and exercise the powers of the chairman.
The president shall be the chief executive officer and shall have general and
active management of the business of the Corporation and shall see that all
orders and resolutions of the Board of Directors are carried into effect.  The
president shall perform such other duties and have such other powers as the
chairman or the Board of Directors may from time to time prescribe. He shall
have authority to execute instruments and contracts on behalf of the
Corporation except where required by law to be otherwise signed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.
Section 4. Vice Presidents. The vice presidents shall act under the direction
of the chairman and the president and in the absence or disability of the
president shall perform the duties and exercise the powers of the president.
They shall perform such other duties and have such other powers as the
chairman, the president or the Board of Directors may from time to time
prescribe. The Board of Directors may designate one or more executive vice
presidents or may otherwise specify the order of seniority of the vice
presidents and, in that event, the duties and powers of the president shall
descend to the vice presidents in the specified order of seniority.
Section 5. Secretary. The secretary shall act under the direction of the
chairman and the president. Subject to the direction of the chairman and the
president, he shall attend all meetings of the Board of Directors and all
meetings of stockholders and record the proceedings in a book to be kept for
that purpose and shall perform like duties for the committees designated by
the Board of Directors when required. He shall give, or cause to be given,
notice of all meetings of stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the
chairman, the president or the Board of Directors. He shall keep in safe
custody the seal of the Corporation and shall affix the seal or cause it to be
affixed to any instrument requiring it.
Section 6. Assistant Secretaries. The assistant secretaries in the order of
their seniority, unless otherwise determined by the chairman, the president,
or the Board of Directors, shall, in the absence or disability of the
secretary, perform the duties and exercise the powers of the secretary. They
shall perform such other duties and have such other powers as the chairman,
the president or the Board of Directors may from time to time prescribe.
Section 7. Treasurer. The treasurer shall act under the direction of the
chairman and the president. Subject to the direction of the chairman and the
president he shall have the custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories
as may be designated by the Board of Directors. He shall disburse the funds of
the Corporation as may be ordered by the chairman, the president or the Board
of Directors, taking proper vouchers for such disbursements, and shall render
to the chairman, the president and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as treasurer and of the financial condition of the Corporation.
Section 8. Assistant Treasurers. The assistant treasurers in the order of
their seniority, unless otherwise determined by the chairman, the president or
the Board of Directors, shall, in the absence or disability of the treasurer,
perform the duties and exercise the powers of the treasurer. They shall
perform such other duties and have such other powers as the chairman, the
president or the Board of Directors may from time to time prescribe.
ARTICLE VI
Certificates of Stock
Section 1. General. Every holder of stock of the Corporation who has made full
payment of the consideration for such stock shall be entitled upon request to
have a certificate, signed by, or in the name of the Corporation by, the
chairman, the president or a vice president and countersigned by the treasurer
or an assistant treasurer or the secretary or an assistant secretary of the
Corporation, certifying the number of whole shares of each class of stock
owned by him in the Corporation.
Section 2. Fractional Share Interests. The Corporation may issue fractions of
a share of stock. Fractional shares of stock shall have proportionately to the
respective fractions represented thereby all the rights of whole shares,
including the right to vote, the right to receive dividends and distributions
and the right to participate upon liquidation of the Corporation, excluding,
however, the right to receive a stock certificate representing such fractional
shares.
Section 3. Signatures on Certificates. Any of or all the signatures on a
certificate may be a facsimile. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall cease to be such
officer before such certificate is issued, it may be issued with the same
effect as if he were such officer at the date of issue. The seal of the
Corporation or a facsimile thereof may, but need not, be affixed to
certificates of stock.
Section 4. Lost. Stolen or Destroyed Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of any affidavit of that
fact by the person claiming the certificate or certificates to be lost, stolen
or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to give
the Corporation a bond in such sum as it may direct as indemnity against any
claim that may be made against the Corporation with respect to the certificate
or certificates alleged to have been lost, stolen or destroyed.
Section 5. Transfer of Shares. Upon request by the registered owner of shares,
and if a certificate has been issued to represent such shares upon surrender
to the Corporation or a transfer agent of the Corporation of a certificate for
shares of stock duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the Corporation,
if it is satisfied that all provisions of the Charter, of the By-Laws and of
the law regarding the transfer of shares have been duly complied with, to
record the transaction upon its books, issue a new certificate to the person
entitled thereto upon request for such certificate, and cancel the old
certificate, if any.
Section 6. Registered Owners. The Corporation shall be entitled to recognize
the person registered on its books as the owner of shares to be the exclusive
owner for all purposes including voting and dividends, and the Corporation
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Maryland.

ARTICLE VII
Miscellaneous
Section 1. Reserves. There may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for such other purpose as the
Board of Directors shall think conducive to the interest of the Corporation,
and the Board of Directors may modify or abolish any such reserve.
Section 2. Dividends. Dividends upon the stock of the Corporation may, subject
to the provisions of the Charter and of applicable law, be declared by the
Board of Directors at any time. Dividends may be paid in cash, in property or
in shares of the Corporation's stock, subject to the provisions of the Charter
and of applicable law.
Section 3. Capital Gains Distributions. The amount and number of capital gains
distributions paid to the stockholders during each fiscal year shall be
determined by the Board of Directors. Each such payment shall be accompanied
by a statement as to the source of such payment, to the extent required by law.
Section 4. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.
Section 5. Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.
Section 6. Seal. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Maryland." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in another manner reproduced or by placing the word
"(seal)" adjacent to the signature of the person authorized to sign the
document on behalf of the Corporation.
ARTICLE VIII
Indemnification
Section 1. Indemnification of Directors and Officers. The Corporation shall
indemnify its directors to the fullest extent that indemnification of
directors is permitted by the Maryland General Corporation Law. The
Corporation shall indemnify its officers to the same extent as its directors
and to such further extent as is consistent with law. The Corporation shall
indemnify its directors and officers who while serving as directors or
officers also serve at the request of the Corporation as a director, officer,
partner, trustee, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, other enterprise or employee benefit plan
to the fullest extent consistent with law. The indemnification and other
rights provided by this Article shall continue as to a person who has ceased
to be a director or officer and shall inure to the benefit of the heirs,
executors and administrators of such a person. This Article shall not protect
any such person against any liability to the Corporation or any stockholder
thereof to which such person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office ("disabling conduct").
Section 2. Advances. Any current or former director or officer of the
Corporation seeking indemnification within the scope of this Article shall be
entitled to advances from the Corporation for payment of the reasonable
expenses incurred by him in connection with the matter as to which he is
seeking indemnification without requiring a preliminary determination of
ultimate entitlement to indemnification except as provided below, to the
fullest extent permissible under the Maryland General Corporation Law. The
person seeking indemnification shall provide to the Corporation a written
affirmation of his good faith belief that the standard of conduct necessary
for indemnification by the Corporation has been met and a written undertaking
to repay any such advance if it should ultimately be determined that the
standard of conduct has not been met. In addition, at least one of the
following additional conditions shall be met: (a) the person seeking
indemnification shall provide a security in form and amount acceptable to the
Corporation for his undertaking; (b) the Corporation is insured against losses
arising by reason of the advance; or (c) a majority of a quorum of directors
of the Corporation who are neither "interested persons" as defined in Section
2(a)(19) of the Investment Company Act of 1940, as amended, nor parties to the
proceeding ("disinterested non-party directors"), or independent legal
counsel, in a written opinion, shall have determined, based on a review of
facts readily available to the Corporation at the time the advance is proposed
to be made, that there is reason to believe that the person seeking
indemnification will ultimately be found to be entitled to indemnification.
Section 3. Procedure. At the request of any person claiming indemnification
under this Article, the Board of Directors shall determine, or cause to be
determined, in a manner consistent with the Maryland General Corporation Law,
whether the standards required by this Article have been met. Indemnification
shall be made only following: (a) a final decision on the merits by a court or
other body before whom the proceeding was brought that the person to be
indemnified was not liable by reason of disabling conduct, (b) dismissal of
the proceeding against the person to be indemnified for insufficiency of
evidence of any disabling conduct, or (b) in the absence of such a decision or
dismissal, a reasonable determination, based upon a review of the facts, that
the person to be indemnified was not liable by reason of disabling conduct by
(i) the vote of a majority of a quorum of disinterested non-party directors or
(ii) an independent legal counsel in a written opinion. Any determination
pursuant to this Section 3 shall not prevent recovery from any person of any
amount paid to be in accordance with this By-Law as indemnification if such
person is subsequently adjudicated by a court of competent jurisdiction to be
liable by reason of disabling conduct.
Section 4. Indemnification of Employees and Agents. Employees and agents who
are not officers or directors of the Corporation may be indemnified, and
reasonable expenses may be advanced to such employees or agents, as may be
provided by action of the Board of Directors or by contract, subject to any
limitations imposed by the Investment Company Act of 1940.
Section 5. Other Rights. The Board of Directors may make further provision
consistent with law for indemnification and advance of expenses to directors,
officers, employees and agents by resolution, agreement or otherwise. The
indemnification provided by this Article shall not be deemed exclusive of any
other right, with respect to indemnification or otherwise, to which those
seeking indemnification may be entitled under any insurance or other agreement
or resolution of stockholders or disinterested directors or otherwise. The
Corporation shall not be liable for any payment under this By-Law in
connection with a claim made by a director, officer, employee or agent to the
extent such director, officer, employee or agent has otherwise actually
received payment under an insurance policy, agreement, resolution or
otherwise. The rights provided to any person by this Article shall be
enforceable against the Corporation by such person who shall be presumed to
have relied upon it in serving or continuing to serve as a director, officer,
employee, or agent as provided above.
Section 6. Amendments. References in this Article are to the Maryland General
Corporation Law and to the Investment Company Act of 1940 as from time to time
amended. No amendment of these By-laws shall effect any right of any person
under this Article based on any event, omission or proceeding prior to the
amendment.
ARTICLE IX
Amendments
The Board of Directors shall have the power to make, alter and repeal by-laws
of the Corporation.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77M MERGERS
<SEQUENCE>3
<FILENAME>rqi77m1.txt
<DESCRIPTION>ARTICLES OF MERGER
<TEXT>
ARTICLES OF MERGER

between

COHEN & STEERS QUALITY INCOME REALTY FUND, INC.
(a Maryland corporation)

and

COHEN & STEERS WORLDWIDE REALTY INCOME FUND, INC.
(a Maryland corporation)


		COHEN & STEERS QUALITY INCOME REALTY FUND, INC., a corporation duly
organized and existing under the laws of the State of Maryland ("RQI"), and
COHEN & STEERS WORLDWIDE REALTY INCOME FUND, INC., a corporation duly
organized and existing under the laws of the State of Maryland ("RWF"), do
hereby certify that:

		FIRST:  RQI and RWF agree to merge.

		SECOND:  The name and place of incorporation of each party to these Articles
are COHEN & STEERS QUALITY INCOME REALTY FUND, INC., a Maryland corporation,
and COHEN & STEERS WORLDWIDE REALTY INCOME FUND, INC., a Maryland corporation.
RQI shall survive the merger as the successor corporation and shall continue
under the name "COHEN & STEERS QUALITY INCOME REALTY FUND, INC." as a
corporation of the State of Maryland.

		THIRD:  RQI has its principal office in the State of Maryland in Baltimore
City.  RWF has its principal office in the State of Maryland in Baltimore City
and does not own an interest in land in the State of Maryland.

		FOURTH:  The terms and conditions of the transaction set forth in these
Articles were advised, authorized, and approved by each corporation party to
the Articles in the manner and by the vote required by its Charter and the
laws of the State of Maryland.  The manner of approval was as follows:

	(a)  The Board of Directors of RQI at duly convened meetings adopted
resolutions which declared that the proposed merger was advisable on
substantially the terms and conditions set forth or referred to in the
resolutions and directed that the proposed merger be submitted for
consideration at a special meeting of stockholders of RQI.  Notice, which
stated that a purpose of the special meeting was to act on the proposed
merger, was given by RQI as required by law.  The proposed merger was
approved by the stockholders of RQI at a duly convened special meeting of
stockholders by the affirmative vote of a majority of all the votes entitled
to be cast on the matter.

	(b)  The Board of Directors of RWF at duly convened meetings adopted
resolutions which declared that the proposed merger was advisable on
substantially the terms and conditions set forth or referred to in the
resolutions and directed that the proposed merger be submitted for
consideration at a special meeting of stockholders of RWF.  Notice, which
stated that a purpose of the special meeting was to act on the proposed
merger, was given by RWF as required by law.  The proposed merger was approved
by the stockholders of RWF at a duly convened special meeting of stockholders
by the affirmative vote of a majority of all the votes entitled to be cast on
the matter.

		FIFTH:  The total number of shares of capital stock of all classes which RQI
or RWF, respectively, has authority to issue, the number of shares of each
class which RQI or RWF, respectively, has authority to issue, and the par
value of the shares of each class which RQI or RWF, respectively, has
authority to issue are as follows:

	(a)  The total number of shares of stock of all classes which RQI has
authority to issue is 300,000,000 shares of Common Stock (par value $0.001 per
share).  The aggregate par value of all the shares of stock of all classes of
RQI is $300,000.

	(b)	The total number of shares of stock of all classes which RWF has
authority to issue is 100,000,000 shares of Common Stock (par value $0.001 per
share).  The aggregate par value of all the shares of stock of all classes of
RWF is $100,000.

		SIXTH:  The manner and basis of converting or exchanging issued stock of the
merging corporations into different stock of a corporation or other
consideration and the treatment of any issued stock of the merging
corporations not to be converted or exchanged are as follows:

	(a)  Each issued and outstanding full (and fractional) share of the Common
Stock of RQI at the effective time of the merger shall continue, without
change as to class, series or otherwise, to be an issued and outstanding share
of Common Stock of RQI.

	(b)  Each issued and outstanding full (and fractional) share of Common Stock
of RWF at the effective time of the merger shall upon effectiveness and
without further act, be converted into, and become, an equivalent dollar
amount (to the nearest $0.001) of full (and fractional) shares of Common Stock
of RQI, based on the net asset value per share of Common Stock of each of RQI
and RWF calculated at 4:00 p.m., Eastern time, on the day on which the merger
becomes effective, in accordance with the provisions of the Agreement and Plan
of Merger, dated June 29, 2009, between each party to these Articles of
Merger.

	(c)  In lieu of delivery of certificates for RQI Common Stock, RQI will
record the issuance of RQI shares in the merger to holders of RWF shares in
book entry form, with notice thereof to such holders.

	(d)  Any holder of RWF Common Stock whose shares are represented by stock
certificates will not be issued shares of RQI Common Stock and will not be
entitled to vote as a holder of such shares of RQI Common Stock unless and
until such RWF stock certificates are surrendered to RQI, at which time such
RWF stockholder will be issued the full (and fractional) shares of RQI Common
Stock to which such RWF stockholder is entitled.  RQI dividends or other
distributions payable to any former RWF stockholder after the merger shall be
paid to such stockholder; however such dividends or other distributions shall
not be paid unless and until such stockholder's certificates representing RWF
Common Stock have been surrendered to RQI.

		SEVENTH:  These Articles of Merger and the merger shall become effective at
4:00 p.m. Eastern time on March 12, 2010.

		EIGHTH:  Each undersigned President acknowledges these Articles of Merger to
be the corporate act of the respective corporate party on whose behalf he has
signed, and hereby certifies that to the best of his knowledge, information
and belief the matters and facts set forth therein with respect to the
authorization and approval thereof are true in all material respects under
the penalties for perjury.


ATTEST:





Francis C. Poli, Secretary

	COHEN & STEERS QUALITY INCOME REALTY FUND, INC.



By:
        Adam Derechin, President
ATTEST:





Francis C. Poli, Secretary	COHEN & STEERS WORLDWIDE REALTY INCOME FUND, INC.



By:
        Adam Derechin, President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77M MERGERS
<SEQUENCE>4
<FILENAME>rqi77m2.txt
<DESCRIPTION>EXHIBITS FOR MERGER
<TEXT>
EXHIBITS FOR SUB-ITEM 77M - RQI

Exhibit 77M

On June 29, 2009, the Boards of Directors of the Fund and each of Cohen &
Steers Premium Income Realty Fund, Inc. ("RPF"), Cohen & Steers Advantage
Income Realty Fund, Inc. ("RLF") and Cohen & Steers Worldwide Realty Income
Fund, Inc. ("RWF") approved a proposal, subject to approval by the relevant
fund's shareholders, to merge RPF, RLF and RWF with and into the Fund in
accordance with the Maryland General Corporation Law.  The purpose of the
transaction was to combine four funds managed by the investment manager with
comparable investment objectives and strategies. On November 24, 2009, RPF's,
RLF's and the Fund's shareholders approved their respective mergers. After the
close of business on December 18, 2009, the Fund acquired all of the assets
and liabilities of RPF and RLF with the investment portfolio constituting the
principal asset. The acquisition was accomplished by a tax-free exchange of
32,011,316 shares of RPF worth $214,761,871 and 26,601,508 shares of RLF worth
$194,463,971 for 29,980,262 shares and 27,147,025 shares of the Fund,
respectively. The net assets of RPF, RLF and the Fund immediately before the
acquisition were $214,761,871 (including $26,018,917 of net unrealized
appreciation), $194,463,971 (including $24,302,168 of net unrealized
appreciation) and $281,076,148. The combined net assets of the Fund
immediately following the acquisition were $690,301,990.

Although the Fund's shareholders approved the merger with RWF, RWF failed to
receive a sufficient number of votes to approve the merger. On December 10,
2009, both RWF's and the Fund's Boards of Directors determined that the merger
remained in the best interest of shareholders of both funds and set new record
and shareholder meeting dates of December 17, 2009 and February 26, 2010,
respectively. If the merger is approved by RWF's shareholders, all of RWF's
assets and liabilities will be combined with the Fund, and each shareholder of
RWF will receive a number of shares of the Fund in exchange for their shares
of RWF, having an aggregate net asset value equal to the aggregate net asset
value of RWF's shares held as of the close of business of the New York Stock
Exchange on the closing date of the merger, which is expected to be on or
about March 19, 2010.

On February 26, 2010, RWF's shareholders approved the merger with the Fund and
as of the close of business on March 12, 2010, the Fund acquired all the net
assets of RWF based on the respective valuations. The acquisition was
accomplished by a tax-free exchange of 15,740,708 shares worth $119,072,328 of
RWF for 14,702,451 shares of the Fund. The net assets of RWF and the Fund
immediately before the acquisition were $119,072,328 (including $14,284,114 of
net unrealized appreciation) and $780,443,201, respectively. The combined net
assets of the Fund immediately following the acquisition were $899,515,529.
For financial reporting purposes, assets received and shares issued by the
Fund were recorded at fair value; however the cost basis of the investments
received from RWF was carried forward to align ongoing reporting of the Fund's
realized and unrealized gains and losses with amounts distributable to
shareholders for tax purposes.

Merger related expenses, which were borne by the Fund, were approximately
$413,000.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
