December 19, 2019
Dana Devivo, Esq.
Cohen & Steers Capital Management, Inc.
280 Park Avenue, 10th Floor
New York, New York 10017
Re: Cohen & Steers Tax-Advantaged Preferred Securities and Income Fund
SEC File Numbers: 333-234772; 811-23493
Dear Ms. Devivo:
We have reviewed the registration statement filed on Form N-2 on
November 19, 2019,
on behalf of Cohen & Steers Tax-Advantaged Preferred Securities and Income Fund
(the
"Fund"). We have the following comments.
General
1. Confirm in your response letter that FINRA has reviewed the proposed
underwriting
terms and arrangements for the transactions described in the registration
statement, including the
amount of compensation to be allowed or paid to underwriters, and other broker
dealers
participating in the distribution, and that FINRA has issued a statement
expressing no objection
to the compensation and other arrangements .
2. We note that portions of the filing are incomplete. We may have
additional comments
on such portions when you complete them in a pre-effective amendment, on
disclosures made in
response to this letter, on information supplied supplementally, or on exhibits
added in any pre-
effective amendments.
3. Please advise us if you have submitted or expect to submit an
exemptive application
or no-action request in connection with your registration statement.
2
Prospectus
Cover Page
4. Please consider making the disclosure on the cover page more concise.
Any
information not required for the cover page can be included that does not, by
its nature, quantity,
or manner of presentation impede understanding of the required information. See
Item 1.2 of
Form N-2.
Prospectus Summary
5. In the interest of making the Summary more readable, consider
placing the statement
of the investment objective under a separate sub-caption and moving the
discussion of the
"Principal Risks of the Fund" immediately after the discussion of investment
strategies and
techniques.
6. Limited Term and Eligible Tender Offer -- Will the Fund have any
securities still
available for purchase during the "Wind-down Period? Will the Fund disclose a
"glide path" or
the equivalent to its shareholders as it begins its winding down?
7. Please consider including a section in the summary discussing for
whom this Fund is
suitable but, more importantly, for which investors it is unsuitable because of
the risks they may
be unwilling or unable to assume.
8. Dividends and Distributions When did the Investment Manager
receive its exemptive
order for its Managed Dividend Policy? In addition, please inform us whether
the Fund intends
to report a distribution yield. If the Fund intends to report a distribution
yield at any point prior
to finalizing its tax figures, the Fund should disclose the estimated portion
of the distribution
yield that results from return of capital. In addition, reports containing
distribution yields should
be accompanied by the total return and/or SEC yield.
Summary of Fund Expenses
9. Please furnish a completed fee table at least one full week before
acceleration of this
registration statement is requested. We may have further comments.
10. We note that the Fund is permitted to engage in short sales as a
principal investment
strategy. Please confirm that the fee table will include an estimate of any
short sales expenses
expected to be incurred by the Fund.
11. Since the Fund may invest in other investment companies, including
exchange-traded
funds, confirm that the Fund will include an estimate of any acquired fund fees
and expenses
expected to be incurred by the Fund. See Instruction 10.a to Items 3 of Form
N-2.
3
Statement of Additional Information ("SAI")
Investment Objectives and Policies
12. Some investments described here are not mentioned in the Fund's
prospectus.
To the extent that the Fund intends to invest in such investments so that they
might materially
affect the performance of the Fund or the decision of an investor to purchase
its shares, such
investments, and their accompanying risks, should be discussed in the
prospectuses.
Investment Restrictions
13. The fundamental policy regarding concentration states that the Fund
may not "Invest
more than 25% of its total assets in any one industry (except as discussed
herein) ..." Please
revise the policy to specifically state what industry, or group of related
industries, the Fund will
concentrate.
Responses to this letter should be in the form of a pre-effective
amendment filed
pursuant to Rule 472 under the Securities Act of 1933. Where no change will be
made in the
filing in response to a comment, please indicate this fact in a supplemental
letter and briefly state
the basis for your position. Please note that comments we give in one section
apply to other
sections in the filing that contain the same or similar disclosure.
We urge all persons who are responsible for the accuracy and adequacy
of the disclosure
in the filing reviewed by the staff to be certain that they have provided all
information investors
require for an informed decision. Since the Fund and their management are in
possession of all
facts relating to the Fund's disclosure, they are responsible for the accuracy
and adequacy of the
disclosures they have made.
We will consider a written request for acceleration of the effective
date of the registration
statement as a confirmation of the fact that those requesting acceleration are
aware of their
respective responsibilities. We will act on the request and, pursuant to
delegated authority, grant
acceleration of the effective date.
Please contact the undersigned at (202) 551-6961 should you have any
questions
regarding this letter.
Sincerely,
/s/ John Grzeskiewicz
John Grzeskiewicz
Senior Counsel