<DOCUMENT>
<TYPE>EX-99.77M MERGERS
<SEQUENCE>4
<FILENAME>4x10exhibit77m2.txt
<TEXT>
Exhibit 77(M)(2)

      On December 10, 2013, the Boards of Directors of the Fund and Cohen &
Steers Dividend Majors Fund ("DVM") approved the reorganization and merger of
DVM with and into the Fund in accordance with Maryland General Corporation
Law. The purpose of the transaction was to permit shareholders to pursue
substantially similar investment objectives in a fund that has a focused
investment strategy with similar investment policies and anticipated lower
expenses.  The transaction was structured as a tax free reorganization under
the Internal Revenue Code. On April 24, 2014, DVM's shareholders approved the
reorganization and merger. Also on April 24, 2014, the Fund's shareholders
approved the issuance of additional shares of the Fund's common stock in
connection with the reorganization and merger with DVM.

      After the close of business on June 13, 2014, the Fund acquired
substantially all of the assets and liabilities of DVM with the investment
portfolio constituting the principal asset. The investment portfolio of DVM,
with a fair value of $218,242,458 and identified cost of $164,710,615 as of
the date of the reorganization, was the principal asset acquired by the Fund.
The acquisition was accomplished by a tax-free exchange of 12,580,987 shares
worth $221,713,619 (including $19,268 paid in cash in lieu of fractional
shares) of DVM for 16,550,351 shares of the Fund. The net assets of DVM and
the Fund immediately before the acquisition were $221,713,619 (including
$54,071,842 of net unrealized appreciation) and $128,424,578, respectively.
The combined net assets of the Fund immediately following the acquisition
were $350,138,197. 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 DVM 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 $312,500, of which $122,283 were borne by the Fund and $190,217
were borne by DVM.

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</DOCUMENT>
