POS EX

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

1933 Act File

No. 333-193107

1940 Act File

No. 811-07154

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

N-2

REGISTRATION STATEMENT

UNDER


		THE SECURITIES ACT OF 1933		☒
		Pre-Effective Amendment No.		☐
		Post-Effective Amendment No. 3		☒

REGISTRATION STATEMENT

UNDER


		THE INVESTMENT COMPANY ACT OF 1940		☒
		Amendment No. 5		☒

COHEN & STEERS TOTAL RETURN REALTY FUND, INC.

Registrant Exact Name as Specified in Charter

280 Park Avenue

New York, New York 10017

(Address of Principal Executive Offices)

(212)

832-3232

(Registrant’s Telephone Number, including Area Code)

Dana A. DeVivo, Esq.

Cohen & Steers Capital Management, Inc.

280 Park Avenue

New York, New York 10017

(212)

832-3232

(Name and Address of Agent for Service)

Copy to:

Michael G. Doherty

Ropes & Gray LLP

1211 Avenue of the Americas

New York, New York 10036

Approximate Date of Commencement of Proposed Public Offering

: As soon as practicable after the effective date of this Registration Statement.

☐	Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

☐	Check box if any securities being registered in this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.

☒	Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

☐	Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

☐	Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

Is it proposed that this filing will become effective (check appropriate box):

☐	when declared effective pursuant to Section 8(c) of the Securities Act

The following boxes should only be included and completed if the registrant is making this filing in accordance with Rule 486 under the Securities Act.

☐	immediately upon filing pursuant to paragraph (b)

☐	on (date) pursuant to paragraph (b)

☐	60 days after filing pursuant to paragraph (a)

☐	on (date) pursuant to paragraph (a)

If appropriate, check the following box:

☐	This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].

☐	This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .

☐	This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .

☒	This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-193107.

Check each box that appropriately characterizes the Registrant:

☒	Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).

☐	Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

☐	Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

☒	A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

☐	Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

☐	Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).

☐	If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of Securities Act.

☐	New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

This Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-193107 and 811-07154) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 3 consists only of a facing page, this explanatory note and Part C of the Registration Statement setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 3 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 3 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.

Part B—Report of Independent Registered Public Accounting Firm – included in SAI.

The information contained under the heading “Underwriting” in the Prospectus is incorporated by reference.

The following table sets forth the expenses to be incurred in connection with the offer described in this Registration Statement:

Set forth below is the number of record holders as of September 30, 2022, of each class of securities of the Registrant:

It is the Registrant’s policy to indemnify its directors, officers, employees and other agents to the maximum extent permitted by Section 2-418 of the General Corporation Law of the State of Maryland as set forth in Article EIGHTH of Registrant’s Articles of Incorporation, and Article VIII, Section 1, of the Registrant’s By-Laws. The liability of

the Registrant’s directors and officers is dealt with in Article EIGHTH of Registrant’s Articles of Incorporation and Article VIII, Section 1 through Section 6, of the Registrant’s By-Laws. The liability of Cohen & Steers Capital Management, Inc., the Registrant’s investment manager (the “Investment Manager”), for any loss suffered by the Registrant or its shareholders is set forth in Section 5 of the Investment Management Agreement. The liability of Cohen & Steers Capital Management, Inc., the Registrant’s administrator, for any loss suffered by the Registrant or its shareholders is set forth in Section 6 of the Administration Agreement.

Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to the directors and officers, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is therefore unenforceable. If a claim for indemnification against such liabilities under the Securities Act of 1933 (other than for expenses incurred in a successful defense) is asserted against the Registrant by the directors or officers in connection with the shares, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.

This information, with respect to the Investment Manager, is set forth under the caption “Management of the Fund” in the Prospectus and in the Statement of Additional Information, constituting Parts A and B, respectively, of this Registration Statement.

The following is a list of the directors and officers of the Investment Manager. Unless otherwise indicated, none of the persons listed below has had other business connections of a substantial nature during the past two fiscal years other than as stated in the Prospectus forming Part A of this Registration Statement.

The majority of the accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules thereunder will be maintained as follows: journals, ledgers, securities records and other original records will be maintained principally at the offices of the Registrant’s Sub-Administrator and Custodian, State Street Bank and Trust Company. All other records so required to be maintained will be maintained at the offices of Cohen & Steers Capital Management, Inc., 280 Park Avenue, New York, New York 10017.

(1) Registrant undertakes to suspend the offering of shares until the prospectus is amended if, subsequent to the effective date of this Registration Statement, its net asset value declines more than ten percent from its net asset value as of the effective date of the Registration Statement or its net asset value increases to an amount greater than its net proceeds as stated in the prospectus.

(a) for the purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of the Registration Statement in reliance on Rule 430A and contained in the form of prospectus filed by Registrant under Rule 497(h) under the Securities Act shall be deemed to be part of the Registration Statement as of the time it was declared effective; and

(b) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

(6) Registrant undertakes to send by first-class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any Statement of Additional Information.

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, State of New York, on the 1^st day of December, 2022.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.


(a)(1)		Articles of Incorporation.⁽²⁾

(a)(2)		Articles Supplementary.⁽⁴⁾

(b)		Amended and Restated By-laws.⁽⁴⁾

(c)		Not applicable.

(d)(1)		Form of Agreement and Plan of Reorganization.⁽¹⁾

(d)(2)		Reference is made to Exhibits (a) and (b) hereof.

(e)		Dividend Reinvestment Plan.⁽¹⁾

(f)		Not applicable.

(g)		Form of Investment Advisory Agreement.⁽³⁾

(h)		Not applicable.

(i)		Not applicable.

(j)		Form of Custodian Agreement.⁽³⁾

(k)(1)		Form of Transfer Agency and Service Agreement between the Fund, Computershare Trust, N.A. and Computershare Inc.⁽¹⁾

(k)(2)		Form of Administration Agreement between the Fund and the Investment Advisor.⁽¹⁾

(k)(3)		Form of Administration Agreement between the Fund and State Street Bank and Trust Company.⁽³⁾

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

(k)(5)		Rule 12d1-4 Unit Investment Trust of Closed-End Funds Investment Agreement Between the Registrant and First Trust CEF Income Opportunity ETF, Dated January 21, 2022.*

(l)(1)		Opinion and Consent of Venable LLP.⁽⁵⁾

(l)(2)		Opinion and Consent of counsel regarding tax matters.⁽⁶⁾

(l)(3)		Opinion and Consent of counsel regarding tax matters.⁽⁶⁾

(m)		Not applicable.

(n)(1)		Consent of Independent Registered Public Accounting Firm.⁽⁵⁾

(n)(2)		Consent of Independent Registered Public Accounting Firm.⁽¹⁾

(n)(3)		Consent of Independent Registered Public Accounting Firm.⁽²⁾

(o)		Not applicable.


(p)		Not applicable.

(q)		Not applicable.

(r)		Not applicable.

(s)		Power of attorney.⁽¹⁾


Costs of Printing and Engraving	$	1,500
Legal Fees and Expenses		1,000

Total	$	2,500


Title of Class		Number of Record Holders
Common Shares of Beneficial interest, par value $0.001 per share		15,199


Name	Title	Other Business/Position Held/Dates

Joseph M. Harvey	Chief Executive Officer, President and Director	*

Adam M. Derechin	Executive Vice President and Chief Operating Officer	*

Matthew S. Stadler	Executive Vice President and Chief Financial Officer	*

Francis C. Poli	Executive Vice President, General Counsel and Secretary	*

Jon Cheigh	Executive Vice President and Chief Investment Officer	*

Robert Steers	Executive Chairman	*

Gerios Rovers	Executive Director	*

Alicia Dee	Executive Vice President and Chief Human Resources Officer	*

Douglas R. Bond	Executive Vice President	*

William F. Scapell	Executive Vice President	*

James Giallanza	Executive Vice President	*

Benjamin Morton	Executive Vice President	*

Matthew Pace	Executive Vice President	*

Daniel Charles	Executive Vice President	*

Daniel Longmuir	Executive Vice President	*

Greg Bottjer	Executive Vice President	*

James Corl	Executive Vice President	*

Christopher Parliman	Executive Vice President and Chief Operating Officer of Investments	*

Jeffrey Sharon	Executive Vice President	*

Jason Yablon	Executive Vice President	*

Paul Zettl	Executive Vice President	*

Brian Heller	Senior Vice President and Corporate Counsel	*

Elena Dulik	Senior Vice President and Chief Accounting Officer	*

William Alstrin	Senior Vice President	*

Christopher Barrett	Senior Vice President	*

Neil Bloom	Senior Vice President	*

Brandon Brown	Senior Vice President	*

Michelle Butler	Senior Vice President	*

Brian Carlisle	Senior Vice President	*

Wai Ming Chan	Senior Vice President	*

Vincent Childers	Senior Vice President	*


COHEN & STEERS TOTAL RETURN REALTY FUND, INC.

By:		/s/ James Giallanza
		James Giallanza
		President and Chief Executive Officer


SIGNATURE	TITLE	DATE

By: /S/ JAMES GIALLANZA	President and Chief Executive Officer (Principal Executive Officer)	December 1, 2022
(JAMES GIALLANZA)

By: /S/ ALBERT LASKAJ	Treasurer and Chief Financial Officer (Principal Financial Officer)	December 1, 2022
(ALBERT LASKAJ)

*	Chairman and Director	December 1, 2022
(JOSEPH M. HARVEY)

*	Director	December 1, 2022
(ADAM M. DERECHIN)

*	Director	December 1, 2022
(MICHAEL G. CLARK)

*	Director	December 1, 2022
(DEAN A. JUNKANS)

*	Director	December 1, 2022
(GEORGE GROSSMAN)

*	Director	December 1, 2022
(GERALD J. MAGINNIS)

*	Director	December 1, 2022
(JANE F. MAGPIONG)

*	Director	December 1, 2022
(DAPHNE L. RICHARDS)

*	Director	December 1, 2022
(RAMONA ROGERS-WINDSOR)

* By: /S/ DANA A. DEVIVO		December 1, 2022
Dana A. DeVivo ATTORNEY-IN-FACT