Exhibit 16
Cohen & Steers Total Return Realty Fund, Inc.
POWER OF ATTORNEY
Robert H. Steers, whose signature appears below, hereby
constitutes and appoints Martin Cohen and Lawrence B. Stoller, and each of them,
his true and lawful attorneys and agents, with full power and authority of
substitution and resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, or any of them,
may deem necessary or advisable or which may be required to enable Cohen &
Steers Total Return Realty Fund, Inc. (the "Company") to comply with the
Investment Company Act of 1940, as amended, and the Securities Act of 1933, as
amended (collectively, the "Acts"), and any rules, regulations or requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the filing and effectiveness of any and all amendments (including post-effective
amendments) to the Company's Registration Statement on Form N-14 and any other
registration statements pursuant to said Acts, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign in the name and on behalf of the undersigned as a director of the Company
any and all such amendments and registration statements filed with the
Securities and Exchange Commission under said Acts, and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, or any of them, shall do or cause to be done
by virtue hereof.
/s/ Robert H. Steers
-----------------------
Robert H. Steers
Date: March 6, 2001
Exhibit 16
Cohen & Steers Total Return Realty Fund, Inc.
POWER OF ATTORNEY
Martin Cohen, whose signature appears below, hereby
constitutes and appoints Robert H. Steers and Lawrence B. Stoller, and each of
them, his true and lawful attorneys and agents, with full power and authority of
substitution and resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, or any of them,
may deem necessary or advisable or which may be required to enable Cohen &
Steers Total Return Realty Fund, Inc. (the "Company") to comply with the
Investment Company Act of 1940, as amended, and the Securities Act of 1933, as
amended (collectively, the "Acts"), and any rules, regulations or requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the filing and effectiveness of any and all amendments (including post-effective
amendments) to the Company's Registration Statement on Form N-14 and any other
registration statements pursuant to said Acts, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign in the name and on behalf of the undersigned as a director of the Company
any and all such amendments and registration statements filed with the
Securities and Exchange Commission under said Acts, and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, or any of them, shall do or cause to be done
by virtue hereof.
/s/ Martin Cohen
-------------------
Martin Cohen
Date: March 6, 2001
Exhibit 16
Cohen & Steers Total Return Realty Fund, Inc.
POWER OF ATTORNEY
Gregory Clark, whose signature appears below, hereby
constitutes and appoints Martin Cohen, Robert H. Steers and Lawrence B. Stoller,
and each of them, his true and lawful attorneys and agents, with full power and
authority of substitution and resubstitution, to do any and all acts and things
and to execute any and all instruments which said attorneys and agents, or any
of them, may deem necessary or advisable or which may be required to enable
Cohen & Steers Total Return Realty Fund, Inc (the "Company") to comply with the
Investment Company Act of 1940, as amended, and the Securities Act of 1933, as
amended (collectively, the "Acts"), and any rules, regulations or requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the filing and effectiveness of any and all amendments (including post-effective
amendments) to the Company's Registration Statement on Form N-14 and any other
registration statements pursuant to said Acts, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign in the name and on behalf of the undersigned as a director of the Company
any and all such amendments and registration statements filed with the
Securities and Exchange Commission under said Acts, and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, or any of them, shall do or cause to be done
by virtue hereof.
/s/ Gregory Clark
----------------------
Gregory Clark
Date: March 6, 2001
Exhibit 16
Cohen & Steers Total Return Realty Fund, Inc.
POWER OF ATTORNEY
George Grossman, whose signature appears below, hereby
constitutes and appoints Martin Cohen, Robert H. Steers and Lawrence B. Stoller,
and each of them, his true and lawful attorneys and agents, with full power and
authority of substitution and resubstitution, to do any and all acts and things
and to execute any and all instruments which said attorneys and agents, or any
of them, may deem necessary or advisable or which may be required to enable
Cohen & Steers Total Return Realty Fund, Inc. (the "Company") to comply with the
Investment Company Act of 1940, as amended, and the Securities Act of 1933, as
amended (collectively, the "Acts"), and any rules, regulations or requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the filing and effectiveness of any and all amendments (including post-effective
amendments) to the Company's Registration Statement on Form N-14 and any other
registration statements pursuant to said Acts, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign in the name and on behalf of the undersigned as a director of the Company
any and all such amendments and registration statements filed with the
Securities and Exchange Commission under said Acts, and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, or any of them, shall do or cause to be done
by virtue hereof.
/s/ George Grossman
--------------------
George Grossman
Date: March 6, 2001
Exhibit 16
Cohen & Steers Total Return Realty Fund, Inc.
POWER OF ATTORNEY
Willard H. Smith, Jr., whose signature appears below, hereby
constitutes and appoints Martin Cohen, Robert H. Steers and Lawrence B. Stoller,
and each of them, his true and lawful attorneys and agents, with full power and
authority of substitution and resubstitution, to do any and all acts and things
and to execute any and all instruments which said attorneys and agents, or any
of them, may deem necessary or advisable or which may be required to enable
Cohen & Steers Total Return Realty Fund, Inc. (the "Company") to comply with the
Investment Company Act of 1940, as amended, and the Securities Act of 1933, as
amended (collectively, the "Acts"), and any rules, regulations or requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the filing and effectiveness of any and all amendments (including post-effective
amendments) to the Company's Registration Statement on Form N-14 and any other
registration statements pursuant to said Acts, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign in the name and on behalf of the undersigned as a director of the Company
any and all such amendments and registration statements filed with the
Securities and Exchange Commission under said Acts, and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, or any of them, shall do or cause to be done
by virtue hereof.
/s/ Willard H. Smith, Jr.
------------------------
Willard H. Smith, Jr.
Date: March 6, 2001