August 26, 2021
Dana A. DeVivo, Esq.
SVP and Associate General Counsel
Cohen & Steers Capital Management, Inc.
280 Park Avenue
New York, New York 10017
Re: Cohen & Steers Real Estate Opportunities Income Fund, File Nos. 333-258180;
811- 23720
Dear Ms. DeVivo:
We have reviewed the registration statement for the Cohen & Steers
Real Estate Opportunities
Income Fund (the Fund ), filed on Form N-2 with the Securities and
Exchange Commission on July 26,
2021, and have the comments below. Comments given in one section apply to other
sections in the filing
that contain the same or similar disclosure. The captions used below correspond
to the captions the Fund
uses in the registration statement. All capitalized terms not otherwise defined
herein have the meaning
given to them in the registration statement.
1. Please 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 the underwriters and any
other arrangements
among the Fund, the underwriter, and other broker dealers participating
in the distribution, and
that FINRA has issued a statement expressing no objections to the
compensation and other
arrangements.
2. Tell us if you have presented any test-the-waters materials to potential
investors in connection
with this offering. If so, please provide us with copies of such
materials. (See, Rule 163B under
the Securities Act of 1933 ( Securities Act )).
3. The version of Form N-2 submitted by the Fund is no longer valid. Form
N-2 has been revised to
reflect recent amendments adopted by the Securities and Exchange
Commission. For the Fund s
pre-effective amendment(s), please use the revised Form N-2.
Cover Page
4. The cover page appears to be several pages long. Please consider
revising the disclosure so that it
does not exceed two pages.
Dana A. DeVivo, Esq.
August 26, 2021
Page 2
5. As discussed under the heading Investment Portfolio, please disclose the
maturity strategy of the
Fund s investment in debt instruments.
PROSPECTUS
Limited Term and Eligible Tender Offer
6. Please confirm to the staff that the Fund will comply with Rule 13e-3
under the Exchange Act in
connection with any Eligible Tender Offer, if the Eligible Tender Offer
will cause the common
shares to be delisted or eligible for termination of registration under
the Exchange Act, or cause
reporting obligations with respect to such class to become eligible for
termination.
Private Real Estate
7. On page 6, the prospectus states, The Investment Manager believes that
the REIT Subsidiary
offers an efficient vehicle for investing in private real estate. By
investing through the REIT
Subsidiary, the Investment Manager will have greater access to these
investments, allowing it to
construct a diversified portfolio of private and public real estate. In
the prospectus, please
disclose any disadvantages for investing through REIT subsidiaries.
Leverage
8. Confirm to the staff that the Fund does not intend to issue preferred
shares within one year from
the effective date of the registration statement.
Investment Policies
9. Please provide the Staff with a consolidation analysis related to the REIT
subsidiaries. We may
have further questions related to the consolidation analysis. In your
response, please state
whether the investments in the REIT subsidiaries will be limited to a
percentage of the fund s
assets.
10. Please revise the disclosure, for example on page 4, to clarify whether
the fund s REIT
subsidiaries will be wholly-owned or will the fund own or control a
lesser percentage.
11. Page 4 disclosure states, The Fund expects that many of its private
real estate investments will
consist of real estate joint ventures where the Fund (generally through
the REIT Subsidiary)
partners with a real estate operator. These investments may include
retail, office, hotel,
healthcare, multifamily residential, industrial and other properties.
Please explain the ownership structure of such joint ventures and whether
the Fund, through the
REIT Subsidiary, will have control over such real estate joint ventures.
Please note, for any
subsidiary, or joint venture, that the fund primarily controls and
through which the fund conducts
its investments activities, the fund must treat the subsidiary s debt
as its own under Section 18.
The Fund s disclosure should be revised accordingly.
Dana A. DeVivo, Esq.
August 26, 2021
Page 3
Investment Strategies
12. We note disclosure, including on page 6, that ESG factors are considered in
evaluating Public
Real Estate and Preferred Securities and Debt Securities. Please disclose
in the Prospectus the
Fund s definition of ESG and its specific ESG area(s) of consideration,
if any. In addition, please
describe the criteria it uses in determining what issuers it considers to
have ESG characteristics,
consistent with its chosen ESG definition/focus.
13. In the second paragraph, reference is made to the construction of a
diversified portfolio of
private and public real estate. Please consider using a term other than
diversified, as this fund is
non-diversified.
14. Please explain supplementally if the funds will invest in entities that
rely on sections 3(c)(1)
and/or 3(c)(7) of the 1940 Act and share characteristics of hedge funds
and/or private equity
funds (e.g., charge performance fees, limit redemptions, employ significant
leverage). If yes,
please disclose the percentage of its assets that it expected to invest in
such entities. We may have
additional comments. In addition, please explain to the staff if the Fund
will have any unfunded
commitments. We may have additional comments.
REIT Subsidiaries
15. In addition to our comments above, for any REIT Subsidiaries of the Fund,
please address the
following:
a. Disclose that the fund complies with the provisions of the Investment
Company Act
governing investment policies (Section 8) and capital structure and
leverage (Section 18) on
an aggregate basis with the subsidiary. If not, explain why not. We may
have additional
comments,
b. Disclose that each investment adviser to the subsidiary complies with
provisions of the
Investment Company Act relating to investment advisory contracts
(Section 15) as an
investment adviser to the fund under Section 2(a)(20) of the Investment
Company Act. The
investment advisory agreement between the subsidiary and its investment
adviser is a
material contract that should be included as an exhibit to the
registration statement. If the
same person is the adviser to both the fund and the subsidiary, then,
for purposes of
complying with Section 15(c), the reviews of the fund s and the
subsidiary s investment
advisory agreements may be combined.
c. Disclose that each subsidiary complies with provisions relating to
affiliated transactions and
custody (Section 17). Identify the custodian of the subsidiary.
d. Disclose any of the subsidiary s principal investment strategies or
principal risks that
constitute principal investment strategies or risks of the fund. The
principal investment
strategies and principal risk disclosures of a fund that invests in a
subsidiary should reflect
aggregate operations of the fund and the subsidiary.
e. Confirm in correspondence that: (1) the subsidiary s management fee
(including any
performance fee) will be included in Management Fees and the
subsidiary s expenses will
be included in Other Expenses in the fund s prospectus fee
table; and (2) the subsidiary and
Dana A. DeVivo, Esq.
August 26, 2021
Page 4
its board of directors will agree to inspection by the staff of
the subsidiary s books and
records, which will be maintained in accordance with Section 31
of the Investment Company
Act and the rules thereunder.
Summary of Fund Expenses
16. On page 52, if the Fund anticipates any acquired fund fees and
expenses, please disclose an
estimate pursuant to Instruction 10 to Item 3 of Form N-2.
General Comments
17. We note that portions of the filing are incomplete. We may have
additional comments on such
portions when you complete them in pre-effective amendments, on
disclosures made in response
to this letter, on information you supply to us, or on exhibits added
in any pre-effective
amendments.
18. Responses to this letter should be made in a letter filed on Edgar
and in the form of a pre-
effective amendment filed pursuant to Rule 472 under the Securities
Act. Where no change will
be made in the filing in response to a comment, please indicate this
fact in the letter to us and
briefly state the basis for your position. If you intend to omit
certain information from the form of
prospectus included with the registration statement that is declared
effective in reliance on Rule
430A under the Securities Act, please identify the omitted
information to us supplementally,
preferably before filing the pre-effective amendment.
19. We remind you that the Fund and its management are responsible for
the accuracy and adequacy
of its disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Should you have any questions prior to filing a pre-effective
amendment, please feel free to
contact me at 202-551-6760.
Sincerely,
/s/ Jeffrey A. Foor
Jeffrey A. Foor
Senior Counsel
cc: Keith A. OConnell, Branch Chief