1933 Act File No. 333-258180
1940 Act File No. 811-23720
As filed with the Securities and Exchange Commission on March 30, 2022
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. 1 | ☒ | |||
| REGISTRATION STATEMENT | ||||
| UNDER | ||||
| THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |||
| Amendment No. 6 | ☒ |
COHEN & STEERS REAL ESTATE
OPPORTUNITIES AND INCOME FUND
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
Clifford R. Cone, Esq.
Jefferey D. LeMaster, Esq.
Clifford Chance US LLP
31 W 52nd Street
New York, New York 10019
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: 333-258180. |
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). |
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-258180 and 811-23720) 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. 1 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. 1 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART C
OTHER INFORMATION
| Item | 25. Financial Statements and Exhibits |
Part A—None
Part B—Report of Independent Registered Public Accounting Firm – included in SAI
Statement of Assets and Liabilities – included in SAI
| 2. | Exhibits |
| (k)(iii) | Form of Amendment to Administration Agreement(4) | |
| (l) | Opinion and Consent of Venable LLP(5) | |
| (m) | Not applicable | |
| (n) | Consent of Independent Registered Public Accounting Firm(5) | |
| (o) | Not applicable | |
| (p) | Form of Investment Representation Letter(4) | |
| (q) | Not applicable | |
| (r) | Code of Ethics of the Fund and the Investment Manager(4) | |
| (s)(i) | Fee Exhibit(5) | |
| (s)(ii) | Amended and Restated Fee Exhibit* | |
| (t) | Power of Attorney(4) | |
| * | Filed herewith. |
| ** | To be filed by amendment. |
| (1) |
| (2) |
| (3) |
| (4) |
| (5) |
| Item | 26. Marketing Arrangements |
See the Form of Underwriting Agreement, the Form of Master Agreement Among Underwriters, the Form of Master Selected Dealers Agreement, the Form of BofA Securities, Inc. Structuring and Syndication Fee Agreement, the Form of Morgan Stanley & Co. LLC Structuring Fee Agreement, the Form of Raymond James & Associates, Inc. Structuring Fee Agreement, the Form of UBS Securities LLC Structuring Fee Agreement, the Form of Wells Fargo Securities, LLC Structuring Fee Agreement, the Form of Oppenheimer & Co. Inc. Structuring Fee Agreement, the Form of RBC Capital Markets, LLC Structuring Fee Agreement, the Form of Rockefeller Financial LLC Structuring Fee Agreement, the Form of Stifel, Nicolaus & Company, Incorporated Structuring Fee Agreement and the Form of Fee Agreement filed as Exhibit (h)(i), Exhibit (h)(ii), Exhibit (h)(iii), Exhibit (h)(iv), Exhibit (h)(v), Exhibit (h)(vi), Exhibit (h)(vii), Exhibit (h)(viii), Exhibit (h)(ix), Exhibit (h)(x), Exhibit (h)(xi), Exhibit (h)(xii) and Exhibit (h)(xiii), respectively, to this Registration Statement.
| Item | 27. Other Expenses of Issuance and Distribution |
The following table sets forth the expenses to be incurred in connection with the offer described in this Registration Statement:
Registration and Filing Fees | $ | 82,000 | ||
FINRA Fees | 113,000 | |||
New York Stock Exchange Fees | 20,000 | |||
Costs of Printing and Engraving | 250,000 | |||
Accounting Fees and Expenses | 56,500 | |||
Legal Fees and Expenses | 629,000 | |||
Miscellaneous | 299,000 | |||
|
| |||
Total | $ | 1,449,500 | ||
|
|
| Item | 28. Persons Controlled by or under Common Control with Registrant |
None.
| Item | 29. Number of Holders of Securities |
Set forth below is the number of record holders as of January 28, 2022, of each class of securities of the Registrant:
Title of Class | Number of Record Holders | |
Common Shares of Beneficial interest, par value $0.001 per share | 1 |
| Item | 30. Indemnification |
Maryland law permits a Maryland statutory trust to include in its declaration of trust a provision limiting the liability of its trustees and officers to the trust and its shareholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty that is established by a final judgment as being material to the cause of action. The Registrant’s Declaration of Trust contains such a provision that limits present and former trustees’ and officers’ liability to the Registrant and its shareholders for money damages to the maximum extent permitted by Maryland law in effect from time to time, subject to the Investment Company Act of 1940, as amended (the “1940 Act”).
The Registrant’s Declaration of Trust obligates it to the maximum extent permitted by Maryland law to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:
| • | any present or former trustee or officer who is made or threatened to be made a party to a proceeding by reason of his or her service in that capacity; or |
| • | any individual who, while a trustee or officer of the Registrant and at the Registrant’s request, serves or has served as a director, trustee, officer, partner, member or manager of another trust, corporation, real estate investment trust, partnership, joint venture, limited liability company, employee benefit plan or any other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity. |
The Registrant’s Declaration of Trust also permits it, with Board approval, to indemnify and advance expenses to any person who served a predecessor of the Registrant in any of the capacities described above and to any employee or agent of the Registrant or a predecessor of the Registrant.
In accordance with the 1940 Act, the Registrant will not indemnify any person for any liability to which such person would be subject by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
| Item | 31. Business and other Connections of Investment Adviser |
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.
Name | Title | Other Business/Position Held/Dates | ||
| Robert H. Steers | Executive Chairman and Director | * | ||
| 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 | * | ||
| Douglas R. Bond | Executive Vice President | * | ||
| Elena Dulik | Senior Vice President and Chief Accounting Officer | * | ||
| Edward Delk | Senior Vice President and Global Chief Compliance Officer | * | ||
| William F. Scapell | Executive Vice President | * | ||
| James Giallanza | Executive Vice President | * | ||
| Gerios Rovers | Executive Director | * | ||
| 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 | * | ||
| Brian Heller | Senior Vice President and Corporate Counsel | * | ||
| Jason Yablon | Executive Vice President | * | ||
| Vincent Childers | Senior Vice President | * | ||
| Leonard Geiger | Senior Vice President | * | ||
| Marc Haynes | Senior Vice President | * | ||
| Takeshi Itai | Senior Vice President | * | ||
| William Leung | Senior Vice President | * | ||
| Christopher Parliman | Senior Vice President | * | ||
| Mark Smith-Lyons | Senior Vice President | * | ||
| Yigal Jhirad | Senior Vice President | * |
| James McAdams | Senior Vice President | * | ||
| Nicholas Koutsoftas | Senior Vice President | * | ||
| Benjamin Ross | Senior Vice President | * | ||
| Rogier Quirijns | Senior Vice President | * | ||
| Matthew Karcic | Senior Vice President | * | ||
| Kim Spellman | Senior Vice President | * | ||
| Elaine Zaharis-Nikas | Senior Vice President | * | ||
| Anton Chan | Senior Vice President | * | ||
| Charles Wenzel | Senior Vice President | * | ||
| Stephen Kenneally | Senior Vice President | * | ||
| Michelle Butler | Senior Vice President | * | ||
| Neil Bloom | Senior Vice President | * | ||
| Michael Loftus | Senior Vice President | * | ||
| Kevin Lotti | Senior Vice President | * | ||
| Ronald Pucillo | Senior Vice President | * | ||
| Ted Valenti | Senior Vice President | * | ||
| Emily Conte | Senior Vice President | * | ||
| William Alstrin | Senior Vice President | * | ||
| Brian Meta | Senior Vice President | * | ||
| Christopher Rhine | Senior Vice President | * | ||
| Amy Duling | Senior Vice President | * | ||
| Brian Cordes | Senior Vice President | * | ||
| Austin Fagan | Senior Vice President | * | ||
| Christopher Barrett | Senior Vice President | * | ||
| Evan Serton | Senior Vice President | * | ||
| Pascal Van Garderen | Senior Vice President | * | ||
| Adam Collins | Senior Vice President | * | ||
| Mary Ruth Newman | Senior Vice President | * | ||
| Andrew Humble | Senior Vice President | * | ||
| Jason Johnson | Senior Vice President | * | ||
| Michael Nolan | Senior Vice President | * | ||
| Jason Williams | Senior Vice President | * | ||
| Robert Demert | Senior Vice President | * | ||
| Tyler Rosenlicht | Senior Vice President | * | ||
| James Shields | Senior Vice President | * | ||
| Dana A. DeVivo | Senior Vice President | * | ||
| Albert Laskaj | Senior Vice President | * |
| Michael Graveline | Senior Vice President | * | ||
| Matthew Kirschner | Senior Vice President | * | ||
| Jerome Dorost | Senior Vice President | * | ||
| Stephen Murphy | Senior Vice President | * | ||
| Paul Zettl | Senior Vice President | * | ||
| Alexander Shafran | Senior Vice President | * | ||
| Brandon Brown | Senior Vice President | * | ||
| Sharanya Mitchell | Senior Vice President | * | ||
| Kevin Rochefort | Senior Vice President | * | ||
| Colleen Cleary | Senior Vice President | * | ||
| Kristen Choi | Senior Vice President | * | ||
| Daniel Hafford | Senior Vice President | * | ||
| Jason Vinikoor | Senior Vice President | * | ||
| Christian Rusu | Senior Vice President | * | ||
| Diana Noto | Senior Vice President | * | ||
| David Conway | Senior Vice President | * | ||
| Michael Frank | Senior Vice President | * | ||
| Louisa Kasper | Senior Vice President | * | ||
| Jeffrey Sharon | Senior Vice President | * | ||
| Koichiro Teramoto | Senior Vice President | * | ||
| Hamid Tabib | Senior Vice President | * | ||
| Michiru Wisely | Senior Vice President | * | ||
| Michael Hart | Vice President | * | ||
| Humberto Medina | Vice President | * | ||
| William Formosa | Vice President | * | ||
| Janine Seto-Moy | Vice President | * | ||
| Robert Kastoff | Vice President | * | ||
| Leon Ko | Vice President | * | ||
| Steve Lam | Vice President | * | ||
| Kelly Lam | Vice President | * | ||
| Michael McGarry | Vice President | * | ||
| Stephen Quan | Vice President | * | ||
| Michael Schell | Vice President | * | ||
| Joseph Handelman | Vice President | * | ||
| Ryan McLean | Vice President | * | ||
| Margaret Mo | Vice President | * | ||
| Christopher Gasta | Vice President | * |
| Elizabeth Heisler | Vice President | * | ||
| Thuy Quynh Dang | Vice President | * | ||
| Dane Garrood | Vice President | * | ||
| Matthew McAvoy | Vice President | * | ||
| Damien Porras | Vice President | * | ||
| Yue Zhang | Vice President | * | ||
| William Cheng | Vice President | * | ||
| Jonathan Beshel | Vice President | * | ||
| Lorraine Tutovic | Vice President | * | ||
| Mark Blake | Vice President | * | ||
| Jonathan Brailey | Vice President | * | ||
| Keith Caswell | Vice President | * | ||
| Grace Ding | Vice President | * | ||
| Raquel McLean | Vice President | * | ||
| Jarrett Mellman | Vice President | * | ||
| Daniel Tyshovnytsky | Vice President | * | ||
| David Fossella | Vice President | * | ||
| Wincheng Lin | Vice President | * | ||
| Marcel Miu | Vice President | * | ||
| David Moonasar | Vice President | * | ||
| Brian Casey | Vice President | * | ||
| Jessen Fahey | Vice President | * | ||
| Steven Grise | Vice President | * | ||
| Shirley Lam | Vice President | * | ||
| Michele Meyer | Vice President | * | ||
| Alec Overby | Vice President | * | ||
| Saagar Parikh | Vice President | * | ||
| Anthony Puma | Vice President | * | ||
| Hideya Sakai | Vice President | * | ||
| Arun Sharma | Vice President | * | ||
| Brendan Walters | Vice President | * | ||
| Jan Willem Van Kranenburg | Vice President | * | ||
| Dany Suzanne Smith | Vice President | * | ||
| Regina Vaitzman | Vice President | * | ||
| Myra Mercado | Vice President | * | ||
| Matthew Darwin | Vice President | * |
| Siyu Dong | Vice President | * | ||
| Jiyang Zhang | Vice President | * | ||
| Boris Royzen | Vice President | * | ||
| Natalie Hedlund | Vice President | * | ||
| Christopher Nelson | Vice President | * | ||
| Eldar Radovici | Vice President | * | ||
| Pretash Nuculaj | Vice President | * | ||
| Christopher Boland | Vice President | * |
| Item | 32. Location of Accounts and Records |
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.
| Item | 33. Management Services |
Not applicable.
| Item | 34. Undertakings |
(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.
(2) Not applicable.
(3) Not applicable.
(4) Not applicable.
(5) Registrant hereby undertakes that:
(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,
SIGNATURES
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 30th day of March, 2022.
| COHEN & STEERS REAL ESTATE OPPORTUNITIES AND INCOME FUND | ||
| By: | /s/ James Giallanza | |
| James Giallanza | ||
| President and Chief Executive Officer | ||
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.
SIGNATURE | TITLE | DATE | ||
By: /s/ JAMES GIALLANZA | President and Chief Executive Officer (Principal Executive Officer) | March 30, 2022 | ||
(JAMES GIALLANZA) | ||||
By: /s/ ALBERT LASKAJ | Treasurer and Chief Financial Officer (Principal Financial Officer) | March 30, 2022 | ||
(ALBERT LASKAJ) | ||||
* | Chairman and Trustee | March 30, 2022 | ||
(JOSEPH M. HARVEY) | ||||
* | Trustee | March 30, 2022 | ||
(ADAM M. DERECHIN) | ||||
* | Trustee | March 30, 2022 | ||
(MICHAEL G. CLARK) | ||||
* | Trustee | March 30, 2022 | ||
(DEAN A. JUNKANS) | ||||
* | Trustee | March 30, 2022 | ||
(GEORGE GROSSMAN) | ||||
* | Trustee | March 30, 2022 | ||
(GERALD J. MAGINNIS) | ||||
* | Trustee | March 30, 2022 | ||
(JANE F. MAGPIONG) | ||||
* | Trustee | March 30, 2022 | ||
(DAPHNE L. RICHARDS) | ||||
* | Trustee | March 30, 2022 | ||
(RAMONA ROGERS-WINDSOR) | ||||
* By: /s/ DANA A. DEVIVO | March 30, 2022 | |||
Dana A. DeVivo ATTORNEY-IN-FACT | ||||
Index of Exhibits
| (s)(ii) | Amended and Restated Fee Exhibit |
