Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

COHEN & STEERS EQUITY INCOME FUND, INC.
COHEN & STEERS INSTITUTIONAL REALTY SHARES, INC.
COHEN & STEERS REALTY SHARES, INC.
COHEN & STEERS SPECIAL EQUITY FUND, INC.
(collectively, the Funds)
..................................................................
(Name of Registrant as Specified In Its Charter)

..................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11

(1) Title of each class of securities to which transaction
applies:

............................................................

(2) Aggregate number of securities to which transaction
applies:

.......................................................

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):

.......................................................

(4) Proposed maximum aggregate value of transaction:

.......................................................

(5) Total fee paid:

.......................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

.......................................................

(2) Form, Schedule or Registration Statement No.:

.......................................................

(3) Filing Party:

.......................................................

(4) Date Filed:

.......................................................

COHEN & STEERS EQUITY INCOME FUND, INC.
COHEN & STEERS INSTITUTIONAL REALTY SHARES, INC.
COHEN & STEERS REALTY SHARES, INC.
COHEN & STEERS SPECIAL EQUITY FUND, INC.
(COLLECTIVELY, THE 'FUNDS')
757 THIRD AVENUE, NEW YORK, NEW YORK 10017
(212) 832-3232

-------------------

NOTICE OF SPECIAL JOINT MEETING OF STOCKHOLDERS
MAY 25, 2004

-------------------

To the Stockholders of the Funds:

NOTICE IS HEREBY GIVEN that the Special Joint Meeting of Stockholders (the
'Meeting') of the Funds will be held at the offices of the Funds, 757 Third
Avenue, 20th Floor, New York, New York 10017, on May 25, 2004 at 10:00 a.m., for
the following purposes, all of which are more fully described in the
accompanying Proxy Statement dated April 20, 2004:

1. To elect eight Directors of each Fund for an indefinite term until
the next meeting of stockholders at which Directors are elected and until
his or her successor is elected and qualified;

2. To transact such other business as may properly come before the
Meeting or any adjournment thereof.

The Directors have fixed the close of business on April 12, 2004 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Meeting or any adjournment thereof. The enclosed proxy is being
solicited on behalf of the Directors.

By order of the Board of Directors,

ROBERT STEERS
ROBERT H. STEERS
Secretary

New York, New York
April 20, 2004

YOUR VOTE IS IMPORTANT

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN
AND DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IN ORDER TO SAVE THE FUND ANY ADDITIONAL EXPENSE OF
FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY PROMPTLY.

PROXY STATEMENT

TABLE OF CONTENTS

<Table>
<Caption>
PAGE
----

Introduction................................................ 1
Election of Directors....................................... 2
Certain Information Regarding the Investment Advisor,
Administrator and Distributor............................. 8
Officers of the Funds....................................... 9
Annual Meetings of Stockholders............................. 9
Stockholder Communications.................................. 10
Other Matters............................................... 10
Votes Required.............................................. 10
</Table>

PROXY STATEMENT

COHEN & STEERS EQUITY INCOME FUND, INC.
COHEN & STEERS INSTITUTIONAL REALTY SHARES, INC.
COHEN & STEERS REALTY SHARES, INC.
COHEN & STEERS SPECIAL EQUITY FUND, INC.
757 THIRD AVENUE
NEW YORK, NEW YORK 10017
(212) 832-3232

-------------------

SPECIAL JOINT MEETING OF STOCKHOLDERS
MAY 25, 2004

-------------------

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Boards of Directors of Cohen & Steers Equity Income
Fund, Inc. ('Equity Fund'), Cohen & Steers Institutional Realty Shares, Inc.
('Institutional Realty Fund'), Cohen & Steers Realty Shares, Inc. ('Realty
Fund') and Cohen & Steers Special Equity Fund, Inc. ('Special Equity Fund'),
each a Maryland corporation (each, a 'Fund' and collectively, the 'Funds'), to
be voted at the Special Joint Meeting of Stockholders of the Funds, to be held
at the offices of the Funds, 757 Third Avenue, 20th Floor, New York, New York
10017, on May 25, 2004 at 10:00 a.m., and at any adjournments thereof
(collectively, the 'Meeting'). Such solicitation will be by mail and the cost
(including printing and mailing this Proxy Statement, meeting notice and form of
proxy, as well as any necessary supplementary solicitation) will be borne by the
Funds pursuant to the terms of each Fund's investment advisory agreement
described below. The Notice of Meeting, Proxy Statement and Proxy are being
mailed to stockholders on or about April 22, 2004.

The presence in person or by proxy of the holders of record of one-third of
the shares of each Fund issued and outstanding and entitled to vote thereat
shall constitute a quorum of such Fund at the Meeting. If, however, such quorum
shall not be present or represented at the Meeting or if fewer shares are
present in person or by proxy than is the minimum required to take action with
respect to any proposal presented at the Meeting, the holders of a majority of
the shares of each Fund present in person or by proxy shall have the power to
adjourn the Meeting of such Fund from time to time, without notice other than
announcement at the Meeting, until the requisite amount of shares entitled to
vote at the Meeting shall be present, but in no event later than 120 days after
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting. At any such adjourned Meeting, if the relevant quorum is
subsequently constituted, any business may be transacted which might have been
transacted at the Meeting as originally called. For purposes of determining the
presence of a quorum for transacting business at the Meeting, abstentions and
broker 'non-votes' (that is, proxies from brokers or nominees indicating that
such persons have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be treated as shares
that are

present but which have not been voted. For this reason, abstentions and broker
non-votes will have no effect on obtaining the requisite approval of each
proposal.

The Boards of Directors have fixed the close of business on April 12, 2004
as the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting. The outstanding voting shares of Institutional
Realty Fund, Realty Fund, and Special Equity Fund as of April 12, 2004 consisted
of 25,027,117, 30,315,966, 807,009 shares of capital stock, respectively, each
share being entitled to one vote. The outstanding voting shares of Equity Fund
as of April 12, 2004 consisted of 30,337,189 Class A shares, 17,927,182 Class B
shares, 41,410,714 Class C shares and 7,700,691 Class I shares of capital stock,
each share being entitled to one vote. Each class of outstanding voting shares
of Equity Fund vote together as a single class. All properly executed proxies
received prior to the Meeting will be voted at the Meeting in accordance with
the instructions marked thereon or as otherwise provided therein. Accordingly,
unless instructions to the contrary are marked, proxies will be voted for the
election of the Directors. Any stockholder may revoke his proxy at any time
prior to exercise thereof by giving written notice to the Secretary of the Funds
at its offices at 757 Third Avenue, New York, New York 10017, or by signing
another proxy of a later date or by personally casting his vote at the Meeting.

THE MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS OF THE FUNDS, INCLUDING
FINANCIAL STATEMENTS, HAVE BEEN PREVIOUSLY MAILED TO STOCKHOLDERS. IF YOU HAVE
NOT RECEIVED THESE REPORTS OR WOULD LIKE TO RECEIVE ADDITIONAL COPIES FREE OF
CHARGE, PLEASE CONTACT LAWRENCE B. STOLLER, ASSISTANT SECRETARY OF THE FUNDS, AT
757 THIRD AVENUE, NEW YORK, NEW YORK 10017, (800) 330-REIT, AND THEY WILL BE
SENT PROMPTLY BY FIRST-CLASS MAIL.

ELECTION OF DIRECTORS

At the Meeting, stockholders will be asked to consider the election of eight
Directors, which constitutes the entire Board of Directors of each Fund. Each
elected Director will hold office for an indefinite term until the earlier of
(1) the next meeting of stockholders at which Directors are elected and until
his or her successor is elected and qualified, and (2) until a Director resigns
or until his or her term as a Director is terminated in accordance with each
Fund's Articles of Incorporation. Normally, there will be no meetings of
stockholders for the purpose of electing Directors except as required by the
Investment Company Act of 1940, as amended (the '1940 Act').

Section 16(a) of the 1940 Act permits the Directors to fill director
vacancies between annual meetings provided that after filling any such vacancy
at least two-thirds of the directors then holding office shall have been elected
to such office by the stockholders of each respective Fund. Ms. Cohen and Mr.
Norman were elected in 2001 as Directors of each Fund to fill vacancies in
reliance on Section 16(a) of the 1940 Act and no Fund was required to convene a
shareholder meeting at that time.

The Sarbanes-Oxley Act of 2002 requires, among other things, that a board of
directors of a registered investment company either designate one member of its
audit committee as an 'audit committee financial expert,' or disclose that no
member of the audit committee qualifies as such an expert and the reasons why
the board and audit committee do not believe it necessary to have a member who
qualifies as such an expert. During 2003 and early 2004, in contemplation of
this requirement taking effect, the then members of each Fund's Audit Committee
concluded that no member met the requirements necessary to qualify as an audit
committee financial expert. Each Fund's

Audit Committee and Board of Directors concluded that it would be appropriate to
attempt to identify a candidate for each Fund's Board of Directors who would
qualify as an audit committee financial expert. Frank K. Ross was identified as
such a potential Director by members of each Fund's Nominating Committee, which
consists solely of the Directors who are not 'interested persons' under the 1940
Act, and Mr. Ross agreed, if elected, to serve on each Fund's Audit Committee
and to function as that Committee's audit committee financial expert. However,
Mr. Ross's election by the other Directors would result in less than two-thirds
of the Directors of each Fund having been elected by the stockholders of each
respective Fund and, therefore, he may not serve as a Director until he is
elected by the stockholders of each Fund. As a result, it is necessary for each
Fund to call a special meeting of stockholders for the purpose of electing
Directors. Although only two-thirds of the Directors must be elected by
stockholders under Section 16(a) of the 1940 Act, the Funds have determined to
have stockholders elect all the Directors.

The nominees for Director are Gregory C. Clark, Bonnie Cohen, Martin Cohen,
George Grossman, Richard J. Norman, Willard H. Smith Jr., Robert H. Steers and
Frank K. Ross. Messrs. Clark, Cohen, Grossman, Smith and Steers are standing for
re-election by stockholders and Ms. Cohen and Messrs. Norman and Ross are
standing for election by stockholders for the first time. Ms. Cohen and
Mr. Norman were elected by the Board of Directors of each Fund on December 3,
2001 and Mr. Ross was recommended to the Nominating Committee of each Fund by
several of the directors of each respective Fund who are not 'interested
persons' of each respective Fund as defined in Section 2(a)(19) of the 1940 Act.
Mr. Ross was selected by the Nominating Committee of each Fund on March 2, 2004
and was nominated by the Board of Directors of each respective Fund on March 5,
2004. Mr. Ross, however, must first be elected by stockholders of each
respective Fund before he can serve in that capacity. Including the Funds, each
nominee, other than Mr. Ross, currently serves as Director of the twelve funds
within the Cohen & Steers Fund Complex. Mr. Ross serves as Director of eight
funds within the Cohen & Steers Fund Complex. It is the intention of the persons
named in the enclosed proxy to vote in favor of the nominees.

The nominees have consented to serve as Directors. The Board of Directors of
each Fund knows of no reason why a nominee would be unable to serve, but in the
event of such unavailability, the proxies received will be voted for such
substitute nominee as the Board of Directors may recommend.

Certain information concerning the nominees is set forth as follows:

<Table>
<Caption>
NUMBER OF
FUNDS
WITHIN
FUND
COMPLEX
OVERSEEN BY
PRINCIPAL OCCUPATION DURING DIRECTOR
POSITION HELD PAST FIVE YEARS (INCLUDING LENGTH OF TIME TERM (INCLUDING
NAME, ADDRESS AND AGE WITH EACH FUND OTHER DIRECTORSHIPS HELD) SERVED OF OFFICE THE FUNDS)
--------------------- -------------- ------------------------- ------ --------- ----------

Disinterested Directors

Gregory C. Clark* ............ Director Private Investor. Prior Since inception Until Next 12
99 Jane Street thereto, President of Election
New York, New York Wellspring Management of
Age: 57 Group, Inc. (investment Directors'D'
advisory firm)
</Table>

Bonnie Cohen* Director Private Consultant. Prior Since Until Next 12
1824 Phelps Place, N.W. thereto, Undersecretary of December 2001 Election
Washington, D.C. State, United States of
Age: 61 Department of State. Board Directors'D'
Member of Wellsford Realty.

George Grossman* ............. Director Attorney-at-Law. Since inception Until Next 12
17 Elm Place Election
Rye, New York of
Age: 50 Directors'D'

Richard J. Norman* ........... Director Private Investor. Prior Since December Until Next 12
7520 Hackamore Drive thereto, Investment 2001 Election
Potomac, Maryland Representative of Morgan of
Age: 60 Stanley Dean Witter. Directors'D'

Frank K. Ross* ............... Director Board member of NCRIC N/A Until Next 8***
10130 Darmuid Group, Inc. (insurance) and Election
Green Drive various non-profit of
Potomac, Maryland organizations. Formerly, Directors'D'
Age: 60 Midatlantic Area Managing
Partner for Audit and Risk
Advisory Services at KPMG
LLP and Managing Partner of
its Washington DC Office.

Willard H. Smith Jr.* ........ Director Board member of Essex Since Until Next 12
7231 Encelia Drive Property Trust, Inc., inception**** Election
La Jolla, California Highwoods Properties, Inc., of
Age: 67 Realty Income Corporation Directors'D'
and Crest Net Lease, Inc.
Managing Director at
Merrill Lynch & Co., Equity
Capital Markets Division,
from 1983 to 1995.

Interested Directors**

Martin Cohen ................. Director, President Co-Chairman and Co-Chief Since inception Until Next 12
757 Third Avenue and Treasurer Executive Officer of Cohen Election
New York, New York & Steers Capital of
Age: 55 Management, Inc., each Directors'D'
Fund's Investment Manager.
Prior thereto, President of
the Investment Manager.

Robert H. Steers ............. Director, Chairman Co-Chairman and Co-Chief Since inception Until Next 12
757 Third Avenue and Secretary Executive Officer of Cohen Election
New York, New York & Steers Capital of
Age: 51 Management, Inc., each Directors'D'
Fund's Investment Manager.
Prior thereto, Chairman of
the Investment Manager.
</Table>

(footnotes on next page)

(footnotes from previous page)

* Member of the Audit Committee.

** 'Interested person,' as defined in the 1940 Act, of the Funds because of
the affiliation with Cohen & Steers Capital Management, Inc., the Funds'
investment manager and administrator (the 'Advisor').

*** Does not include the Funds, for which Mr. Ross may not serve on the Board
of Directors unless and until he is elected by the stockholders of each
respective Fund.

**** Mr. Smith has served as a Director of the Realty Fund since 1996.

'D' If elected at the Meeting.

Martin Cohen and Bonnie Cohen are unrelated.

During the Funds' fiscal years ended December 31, 2003, the Board of
Directors of each Fund met four times. All of the Directors then in office
attended all of the meetings of the Board of Directors. Each Board of Directors
maintains two standing board committees, the Audit Committee and the Nominating
Committee of the Board of Directors, each of which is comprised of all of the
Directors who are not 'interested persons' of the Funds, as defined in
Section 2(a)(19) of the 1940 Act, and who otherwise satisfy the applicable
standards for independence of a committee member of an investment company issuer
under the federal securities laws. The members of each Fund's Audit Committee
and Nominating Committee are Ms. Cohen and Messrs. Clark, Grossman, Norman and
Smith. Mr. Ross will become a member of each Fund's Audit Committee and
Nominating Committee provided that he is elected by the stockholders of each
respective Fund.

Each Audit Committee met twice during the fiscal year ended December 31,
2003. Each Audit Committee operates pursuant to a written charter adopted by
each Board. The main function of each Audit Committee is to oversee the
accounting and financial reporting policies and practices and internal controls
of each Fund, respectively, including by assisting with Board oversight of the
integrity of each Fund's respective financial statements, each Fund's respective
compliance with legal and regulatory requirements, the selection, retention,
qualifications and independence of each Fund's respective independent auditors,
and the performance of each Fund's respective internal control systems and
independent auditors.

The Nominating Committees did not meet during the fiscal year ended
December 31, 2003. Each Nominating Committee operates pursuant to a written
charter adopted by each Board. A current copy of the charter is not available on
the Funds' websites, but it is attached as Appendix A to this proxy statement.
The main functions of each Nominating Committee are (i) to identify individuals
qualified to become members of the Board in the event that a position is vacated
or created, (ii) to select the Director nominees for the next annual meeting of
stockholders and (iii) to set any necessary standards or qualifications for
service on the Board. Each Nominating Committee will consider Director
candidates recommended by stockholders, provided that any such stockholder
recommendation is submitted in writing to the relevant Fund, to the attention of
the Secretary, at the address of the principal executive offices of the relevant
Fund and further provided that such recommendation includes all other
information specified in the charter.

Each Nominating Committee requires that Director candidates have a college
degree or equivalent business experience. Each Committee may take into account a
wide variety of factors in considering Director candidates, including (but not
limited to): (i) availability and commitment of a candidate to attend meetings
and perform his or her responsibilities on the Board, (ii) relevant industry and
related

experience, (iii) educational background, (iv) financial and other relevant
experience, (v) an assessment of the candidate's character, integrity, ability
and judgment, (vi) whether or not the candidate serves on boards of, or is
otherwise affiliated with, competing financial service organizations or their
related mutual fund complexes, (vii) whether or not the candidate has any
relationships that might impair his or her independence and (viii) overall
interplay of a candidate's experience, skill and knowledge with that of other
Committee members. In identifying potential nominees for the Board, each
Committee may consider candidates recommended by one or more of the following
sources: (i) each respective Fund's current Directors, (ii) each respective
Fund's officers, (iii) the Advisor, (iv) each respective Fund's stockholders
(see above) and (v) any other source the Committee deems to be appropriate. Each
Committee may, but is not required to, retain a third party search firm at each
respective Fund's expense to identify potential candidates.

* * *

As of April 12, 2004, the Directors and officers of each Fund, respectively,
as a group owned less than 1% of the outstanding securities of each respective
Fund.

The following table provides information concerning the dollar range of each
Fund's equity securities owned by each Director or nominee and the aggregate
dollar range of securities owned in the Cohen & Steers Fund Complex by each
Director or nominee.
<Table>
<Caption>

DOLLAR RANGE OF DOLLAR RANGE OF
DOLLAR RANGE OF EQUITY SECURITIES IN DOLLAR RANGE OF EQUITY SECURITIES IN
EQUITY SECURITIES IN THE INSTITUTIONAL EQUITY SECURITIES IN THE SPECIAL EQUITY
THE EQUITY FUND AS REALTY FUND AS OF THE REALTY FUND AS FUND AS OF APRIL 12,
OF APRIL 12, 2004 APRIL 12, 2004 OF APRIL 12, 2004 2004
----------------- -------------- ----------------- ----

Robert H. Steers.................... Over $100,000 Over $100,000 Over $100,000 Over $100,000
Martin Cohen........................ Over $100,000 Over $100,000 Over $100,000 Over $100,000
Gregory C. Clark.................... $1 - $10,000 None $1 - $10,000 $10,001 - $50,000
Bonnie Cohen........................ $50,001 - $100,000 None $10,001 - $50,000 $50,001 - $100,000
George Grossman..................... None None $10,001 - $50,000 $10,001 - $50,000
Richard J. Norman................... None None None None
Frank K. Ross....................... None None None None
Willard H. Smith Jr. ............... $10,001 - $50,000 None $10,001 - $50,000 $10,001 - $50,000

<Caption>
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN THE
COHEN & STEERS
FUND COMPLEX AS
OF APRIL 12, 2004
-----------------

Robert H. Steers.................... Over $100,000
Martin Cohen........................ Over $100,000
Gregory C. Clark.................... Over $100,000
Bonnie Cohen........................ Over $100,000
George Grossman..................... Over $100,000
Richard J. Norman................... Over $100,000
Frank K. Ross....................... None
Willard H. Smith Jr. ............... Over $100,000
</Table>

COMPENSATION OF DIRECTORS AND OFFICERS. Directors of the Funds who are not
'interested persons' of the Funds, as defined in Section 2(a)(19) of the 1940
Act, are paid an annual retainer of $4,500 and a fee of $500 for each regular
meeting attended and are reimbursed for the expenses of attendance at such
meetings and, for the fiscal year ended December 31, 2003, such fees and
expenses paid by the Equity Fund, Institutional Realty Fund, Realty Fund and
Special Equity Fund totaled $42,342, $42,241, $38,725 and $42,342, respectively.

The following table sets forth information regarding compensation of
Directors by each Fund and by the fund complex of which the Funds are a part for
the fiscal year ended December 31, 2003. Officers of the Funds and Directors who
are 'interested persons' of the Funds do not receive any compensation from the
Funds or any other fund in the fund complex which is a U.S. registered
investment company. In the column headed 'Total Compensation to Directors by
Fund Complex,' the compensation paid to each Director represents the nine funds
that each Director served in the fund complex during 2003. The Directors do not
receive any pension or retirement benefits from the fund complex.

COMPENSATION TABLE
FISCAL YEAR ENDED DECEMBER 31, 2003*

<Table>
<Caption>
TOTAL
AGGREGATE AGGREGATE COMPENSATION
AGGREGATE COMPENSATION AGGREGATE COMPENSATION PAID TO
COMPENSATION FROM THE COMPENSATION FROM THE DIRECTORS BY
FROM THE INSTITUTIONAL FROM THE SPECIAL FUND
NAME OF PERSON, POSITION EQUITY FUND REALTY FUND REALTY FUND EQUITY FUND COMPLEX
------------------------ ----------- ----------- ----------- ----------- -------

Gregory C. Clark**, Director............. $7,250 $7,250 $7,250 $7,250 $61,500
Bonnie Cohen**, Director................. $7,250 $7,250 $7,250 $7,250 $61,500
Martin Cohen***, Director and
President.............................. $ 0 $ 0 $ 0 $ 0 $ 0
George Grossman**, Director.............. $7,250 $7,250 $7,250 $7,250 $61,500
Richard J. Norman**, Director............ $7,250 $7,250 $7,250 $7,250 $61,500
Willard H. Smith Jr.**, Director......... $7,250 $7,250 $7,250 $7,250 $61,500
Robert H. Steers***, Director and
Chairman............................... $ 0 $ 0 $ 0 $ 0 $ 0
</Table>

- ---------

* Frank K. Ross was elected as a Director of certain funds in the Fund Complex
effective March 5, 2004 and, therefore, did not receive any compensation
during the fiscal year ended December 31, 2003.

** Member of the Audit Committee.

*** 'Interested person,' as defined in the 1940 Act, of each Fund because of the
affiliation with the Advisor.

EACH BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS OF ITS RESPECTIVE
FUND VOTE FOR THE ELECTION OF EACH NOMINEE OF SUCH FUND TO SERVE AS A DIRECTOR
OF SUCH FUND.

SELECTION OF INDEPENDENT AUDITORS

Each Audit Committee and Board selected the firm of PricewaterhouseCoopers
LLP as independent auditors of each respective Fund for the current fiscal year.
Representatives of PricewaterhouseCoopers LLP are not expected to be present at
the Meeting, but will have the opportunity to make a statement if they wish, and
will be available should any matter arise requiring their presence.

FEES PAID TO PRICEWATERHOUSECOOPERS LLP

The following table sets forth the aggregate fees billed by
PricewaterhouseCoopers LLP for each Fund's last two fiscal years for
professional services rendered for (i) audit services; (ii) audit-related
services, which were billed in connection with agreed upon procedures performed
by PricewaterhouseCoopers LLP relating to after-tax return calculations; (iii)
tax services, which were billed in connection with the preparation of tax
returns, calculation and designation of dividends and other miscellaneous tax
services and (iii) other services.

<Table>
<Caption>
FISCAL AUDIT-RELATED ALL OTHER
YEAR AUDIT FEES FEES TAX FEES FEES
---- ---------- ---- -------- ----

Equity Fund................................. 2002 $36,000 $4,000 $12,400 $0
2003 $42,000 $3,000 $10,300 $0
Institutional Realty Fund................... 2002 $34,000 $4,000 $ 7,900 $0
2003 $40,000 $3,000 $ 9,300 $0
Realty Fund................................. 2002 $40,000 $4,000 $ 9,900 $0
2003 $46,000 $3,000 $10,800 $0
Special Equity Fund......................... 2002 $34,000 $6,000 $ 8,900 $0
2003 $40,000 $6,000 $ 9,800 $0
</Table>

There were no other fees billed by PricewaterhouseCoopers LLP to the Funds
for the fiscal years ended December 31, 2002 and December 31, 2003. For the
fiscal year ended December 31, 2002, the aggregate fees billed by
PricewaterhouseCoopers LLP to the Advisor and its affiliates for services
provided by PricewaterhouseCoopers LLP were $46,000. These fees were billed in
connection with internal control reviews and AIMR performance reviews and were
not required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X since this portion of the rule was not effective until 2003. For
the fiscal year ended December 31, 2003, the aggregate fees billed by
PricewaterhouseCoopers LLP to the Advisor and its affiliates for services
provided by PricewaterhouseCoopers LLP and approved pursuant to paragraph
(c)(7)(ii) of Rule 2-01 of Regulation S-K were $49,500. These fees were also
billed in connection with internal control reviews and AIMR performance reviews.

Before PricewaterhouseCoopers LLP is engaged to render audit or non-audit
services to a Fund and non-audit services to a Fund's Advisor or its affiliates
that provide ongoing services to that Fund, if the engagement relates directly
to the operations and financial reporting of that Fund, each engagement is
approved by that Fund's Audit Committee.

<Table>
<Caption>
AGGREGATE NON-AUDIT FEES BILLED BY
FISCAL PRICEWATERHOUSECOOPERS LLP FOR SERVICES RENDERED
YEAR TO EACH FUND AND THE ADVISOR AND ITS AFFILIATES
---- -----------------------------------------------

Equity Income Fund........................... 2002 $62,400
2003 $62,800
Institutional Realty Fund.................... 2002 $57,900
2003 $61,800
Realty Fund.................................. 2002 $59,900
2003 $65,300
Special Equity Fund.......................... 2002 $60,900
2003 $63,300
</Table>

For the fiscal year ended December 31, 2002, each Audit Committee considered
whether the provision of non-audit services that were rendered to the Advisor
and its affiliates was compatible with maintaining PricewaterhouseCoopers LLP's
independence. These non-audit services were not pre-approved by the Audit
Committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X since
this portion of the rule was not effective until 2003. For the fiscal year ended
December 31, 2003, all audit and non-audit services that were rendered to the
Advisor and its affiliates were pre-approved by the Audit Committee pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.

CERTAIN INFORMATION REGARDING THE INVESTMENT
ADVISOR, ADMINISTRATOR AND DISTRIBUTOR

Each Fund has retained Cohen & Steers Capital Management, Inc., a New York
corporation with offices at 757 Third Avenue, New York, New York 10017, to serve
as its investment advisor and administrator under an investment advisory
agreement and an administration agreement. Cohen & Steers Securities, LLC, an
affiliated entity of Cohen & Steers Capital Management, Inc. with offices at 757
Third Avenue, New York, New York 10017, serves as each Fund's distributor.
Martin Cohen and Robert H. Steers are 'controlling persons' of the Advisor on
the basis of their ownership of the Advisor's stock. Their address is 757 Third
Avenue, New York, New York 10017. State Street Bank and Trust Company, with
offices at 225 Franklin Street, Boston, Massachusetts 02110, serves as sub-
administrator to the Funds.

OFFICERS OF THE FUNDS

The principal officers of the Funds and their principal occupations during
the past five years are set forth below. The address of each of the following
persons is 757 Third Avenue, New York, New York 10017.

Robert H. Steers, Chairman and Secretary (see 'Election of Directors,' at
page 2 for biographical information).

Martin Cohen, President and Treasurer (see 'Election of Directors,' at page
2 for biographical information).

Adam M. Derechin, Vice President and Assistant Treasurer, age 39, joined the
Advisor in 1993 and has been the Chief Operating Officer since 2003 and prior to
that was a Senior Vice President since 1998.

Greg E. Brooks, Vice President, age 37, joined the Advisor as a Vice
President in 2000 and has been a Senior Vice President since 2002. Prior to
that, Mr. Brooks was an investment analyst with another investment manager.*

Lawrence B. Stoller, Assistant Secretary, age 40, joined the Advisor in 1999
as Senior Vice President and General Counsel. For the five years prior to that
time, he was Associate General Counsel at Neuberger Berman Management Inc.
(1998-1999) and Assistant General Counsel of The Dreyfus Corporation
(1995-1998).

James S. Corl, Vice President, age 37, joined the Advisor in 1997 and
currently serves as Senior Vice President and Director of Investment Strategy.
Prior to that, he spent two years as a vice president and co-portfolio manager
with Heitman/PRA Securities Advisors, a REIT fund manager.**

Joseph M. Harvey, Vice President, age 40, joined the Advisor in 1992 and has
been President since 2003 and prior to that he was a Senior Vice President and
Director of Investment Research.**

* Equity Income Fund only.

** Special Equity Fund only.

ANNUAL MEETINGS OF STOCKHOLDERS

The Funds do not intend to hold annual meetings of stockholders for the
election of Board members and other business unless and until such time as
required by the 1940 Act, at which time the Board will call a stockholder
meeting for the election of Board members. Under certain circumstances, however,
stockholders have the right to call a meeting of stockholders of their Fund and
such meetings will be called when requested by the holders of record of 25% or
more (10% or more for the purpose of voting to remove a director) of the
outstanding shares of such Fund. To the extent required by law, such Fund will
assist in stockholder communications in such matters.

Stockholders of a Fund wishing to submit proposals for inclusion in a proxy
statement for a subsequent meeting of stockholders must send their written
proposals to that Fund a reasonable time before the solicitation relating to
such meeting is to be made. The persons named as proxies in future proxy
materials of a Fund may exercise discretionary authority with respect to any
stockholder proposal presented at any subsequent meeting of stockholders if
written notice of such proposal has not been received by that Fund a reasonable
period of time before the solicitation relating to such meeting is made. Written
proposals with regard to a Fund should be sent to the Secretary or Assistant
Secretary of the Fund, 757 Third Avenue, New York, NY 10017.

STOCKHOLDER COMMUNICATIONS

Stockholders may send written communications to the Boards of Directors of
the Funds to the attention of the Board of Directors, c/o Cohen & Steers Funds,
757 Third Avenue, New York, NY 10017. Stockholder communications must be signed
by the stockholder and identify the class and number of shares of the Fund held
by the stockholder. Each properly submitted stockholder communication shall be
provided to the Board at its next regularly scheduled meeting or if such
communication requires more immediate attention, it will be forwarded to the
Directors promptly after receipt.

OTHER MATTERS

Management does not know of any matters to be presented at the Meeting other
than those mentioned in this Proxy Statement. If any of the persons listed above
is unavailable for election as a Director, an event not now anticipated, or if
any other matters properly come before the Meeting, the shares represented by
proxies will be voted with respect thereto in accordance with the best judgment
of the person or persons voting the proxies.

As of the record date, there were no persons known to the Funds to be the
beneficial owner of more than 5% of any Funds' shares, except that Leland
Stanford Junior University, 2770 Sand Hill Road, Menlo Park, CA 94025-7020
beneficially owned 6,655,525 shares (26.59%) of Institutional Realty Fund.

VOTES REQUIRED

The presence in person or by proxy of the holders of one-third of a Fund's
outstanding shares is required to constitute a quorum of such Fund at the
Meeting. The election of the Directors will require a vote of the holders of a
plurality of a Fund's shares present at the Meeting.

If the accompanying form of proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. However, if no instructions are specified, shares
will be voted for the election of the Directors and in the discretion of the
proxies with respect to any other proposal that may come before the meeting.

By order of the Board of Directors,

ROBERT STEERS
ROBERT H. STEERS
Secretary

April 20, 2004
New York, New York

APPENDIX A

THE COHEN & STEERS FUNDS

NOMINATING COMMITTEE CHARTER
(Adopted as of March 2, 2004)

The Board of Directors (the 'Board') of each of the investment companies for
which Cohen & Steers Capital Management, Inc. ('Cohen & Steers') serves as
investment manager or adviser listed on Schedule I hereto, as it may be amended
from time to time (each, a 'Fund' and collectively, the 'Funds'), has adopted
this Charter to govern the activities of its Nominating Committee (the
'Committee').

STATEMENT OF PURPOSES AND RESPONSIBILITIES

The primary purposes and responsibilities of the Committee are (i) to
identify individuals qualified to become members of the Board in the event that
a position is vacated or created, (ii) to select the Director nominees for the
next annual meeting of stockholders and (iii) to set any necessary standards or
qualifications for service on the Board.

ORGANIZATION AND GOVERNANCE

The Committee shall be comprised of as many Directors as the Board shall
determine, but in any event not less than two (2) Directors. The Committee must
consist entirely of Board members who are not 'interested persons' of the Fund
('Independent Directors'), as defined in Section 2(a)(19) of the Investment
Company Act of 1940, as amended (the '1940 Act'). The Board may remove or
replace any member of the Committee at any time in its sole discretion.

One or more members of the Committee may be designated by the Board as the
Committee's chairman or co-chairman, as the case may be.

The Committee will not have regularly scheduled meetings. Committee meetings
shall be held as and when the Committee or the Board determines necessary.

QUALIFICATIONS FOR DIRECTOR NOMINEES

The Committee requires that Director candidates have a college degree or
equivalent business experience. The Committee may take into account a wide
variety of factors in considering Director candidates, including (but not
limited to): (i) availability and commitment of a candidate to attend meetings
and perform his or her responsibilities on the Board, (ii) relevant industry and
related experience, (iii) educational background, (iv) financial and other
relevant experience, (v) an assessment of the candidate's character, integrity,
ability and judgment (vi) whether or not the candidate serves on boards of, or
is otherwise affiliated with, competing financial service organizations or their
related mutual fund complexes, (vii) whether or not the candidate has any
relationships that might impair his or her independence, such as any business,
financial or family relationships with Cohen & Steers, Fund service providers or
their affiliates and (viii) overall interplay of a candidate's experience, skill
and knowledge with that of other Committee members.

A-1

SOURCES FOR IDENTIFICATION OF NOMINEES

In identifying potential nominees for the Board, the Committee may consider
candidates recommended by one or more of the following sources: (i) the Fund's
current Directors, (ii) the Fund's officers, (iii) Cohen & Steers and/or the
Fund's other investment advisers, if any, (iv) the Fund's stockholders (see
below) and (v) any other source the Committee deems to be appropriate. The
Committee may, but is not required to, retain a third party search firm at the
Fund's expense to identify potential candidates.

CONSIDERATION OF CANDIDATES RECOMMENDED BY STOCKHOLDERS

The Committee will consider and evaluate nominee candidates properly
submitted by stockholders on the same basis as it considers and evaluates
candidates recommended by other sources. Appendix A to the Charter, as it may be
amended from time to time by the Committee, sets forth procedures that must be
followed by stockholders to properly submit a nominee candidate to the Committee
(recommendations not properly submitted in accordance with Appendix A will not
be considered by the Committee).

DELEGATION

The Committee may delegate any portion of its authority and responsibilities
as set forth in this Charter to a subcommittee of one or more members of the
Committee.

A-2

SCHEDULE I

FUNDS IN THE COHEN & STEERS COMPLEX OF FUNDS

OPEN-END

Cohen & Steers Equity Income Fund, Inc.

Cohen & Steers Institutional Realty Shares, Inc.

Cohen & Steers Realty Shares, Inc.

Cohen & Steers Special Equity Fund, Inc.

Cohen & Steers Utility Fund, Inc.

CLOSED-END

Cohen & Steers Advantage Income Realty Shares, Inc.

Cohen & Steers Premium Income Realty Fund, Inc., Inc.

Cohen & Steers Quality Income Realty Fund, Inc.

Cohen & Steers REIT and Preferred Income Fund, Inc.

Cohen & Steers REIT and Utility Income Fund, Inc.

Cohen & Steers Select Utility Fund, Inc.

Cohen & Steers Total Return Realty Fund, Inc.

A-3

SCHEDULE II

APPENDIX A

TO THE CHARTER

PROCEDURES FOR STOCKHOLDERS TO SUBMIT NOMINEE CANDIDATES

A Fund shareholder must follow these procedures in order to properly submit
a nominee recommendation for the Committee's consideration.

1. The shareholder must submit any such recommendation (a 'Shareholder
Recommendation') in writing to the Fund, to the attention of the Secretary, at
the address of the principal executive offices of the Fund.

2. The Shareholder Recommendation must include: (i) a statement in writing
setting forth (A) the name, age, date of birth, business address, residence
address and nationality of the person recommended by the shareholder (the
'candidate'); (B) the class or series and number of all shares of the Fund owned
of record or beneficially by the candidate, as reported to such shareholder by
the candidate; (C) any other information regarding the candidate called for with
respect to director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of
Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under
the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), adopted by
the Securities and Exchange Commission (the 'SEC') (or the corresponding
provisions of any regulation or rule subsequently adopted by the SEC or any
successor agency applicable to the Fund); (D) any other information regarding
the candidate that would be required to be disclosed if the candidate were a
nominee in a proxy statement or other filing required to be made in connection
with solicitation of proxies for election of directors pursuant to Section 14 of
the Exchange Act and the rules and regulations promulgated thereunder; and (E)
whether the recommending shareholder believes that the candidate is or will be
an 'interested person' of the Fund (as defined in the 1940 Act) and, if not an
'interested person,' information regarding the candidate that will be sufficient
for the Fund to make such determination; (ii) the written and signed consent of
the candidate to be named as a nominee and to serve as a director if elected;
(iii) the recommending shareholder's name as it appears on the Fund's books;
(iv) the class or series and number of all shares of the Fund owned beneficially
and of record by the recommending shareholder; and (v) a description of all
arrangements or understandings between the recommending shareholder and the
candidate and any other person or persons (including their names) pursuant to
which the recommendation is being made by the recommending shareholder. In
addition, the Committee may require the candidate to furnish such other
information as it may reasonably require or deem necessary to determine the
eligibility of such candidate to serve on the Board.

A-4

<Page>

APPENDIX B

COHEN & STEERS EQUITY INCOME FUND, INC.
757 Third Avenue
New York, New York 10017
(212) 832-3232

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Revoking any such prior appointments, the undersigned appoints Jay J. Chen and
Lawrence B. Stoller (or, if only one shall act, then that one) proxies with the
power of substitution to vote all the common stock of Cohen & Steers Equity
Income Fund, Inc. (the "Fund") registered in the name of the undersigned at the
Special Joint Meeting of Stockholders to be held at the offices of Cohen &
Steers Capital Management, Inc., 757 Third Avenue, New York, New York 10017 on
May 25, 2004 at 10:00 a.m., and at any adjournments thereof.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.

Please sign exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ----------------------------------- ----------------------------------------

<Page>

Please mark CSEPA
[X] votes as in
this example.

- ------------------------------------------
COHEN & STEERS EQUITY INCOME FUND, INC.
- ------------------------------------------

----------------------------

--------------------
Please be sure to sign and date this Proxy. Date
- -----------------------------------------------------------------

- --------Shareholder sign here-------------Co-owner sign here-----

1. Election of Directors.
Nominees:

(01) Gregory C. Clark, (02) Bonnie Cohen, (03) Martin Cohen,
(04) George Grossman, (05) Richard J. Norman,
(06) Willard H. Smith Jr., (07) Robert H. Steers and
(08) Frank K. Ross

FOR WITHHELD
ALL FROM ALL
NOMINEES [ ] [ ] NOMINEES
[ ]
----------------------------------------
For all nominees except as noted above

2. To transact such other business as may properly come before the Meeting or
any adjournment thereof.

Mark box at right if an address change or comment has been noted on the reverse
side of this card. [ ]

The shares of common stock represented by this proxy will be voted in accordance
with the specifications made above. If no specifications are made, such shares
will be voted FOR the election of all nominees for Director.

RECORD DATE SHARES:

<Page>

APPENDIX C

COHEN & STEERS INSTITUTIONAL REALTY SHARES, INC.
757 Third Avenue
New York, New York 10017
(212) 832-3232

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Revoking any such prior appointments, the undersigned appoints Jay J. Chen and
Lawrence B. Stoller (or, if only one shall act, then that one) proxies with the
power of substitution to vote all the common stock of Cohen & Steers
Institutional Realty Shares, Inc. (the "Fund") registered in the name of the
undersigned at the Special Joint Meeting of Stockholders to be held at the
offices of Cohen & Steers Capital Management, Inc., 757 Third Avenue, New York,
New York 10017 on May 25, 2004 at 10:00 a.m., and at any adjournments thereof.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ------------------------------- ---------------------------------

<Page>

Please mark CSEPD
[X] votes as in
this example.

- ----------------------------------------------------
COHEN & STEERS INSTITUTIONAL REALTY SHARES, INC.
- ----------------------------------------------------

----------------------------

--------------------
Please be sure to sign and date this Proxy. Date
- -----------------------------------------------------------------

- --------Shareholder sign here-------------Co-owner sign here-----

1. Election of Directors.
Nominees:

(01) Gregory C. Clark, (02) Bonnie Cohen, (03) Martin Cohen,
(04) George Grossman, (05) Richard J. Norman,
(06) Willard H. Smith Jr., (07) Robert H. Steers and
(08) Frank K. Ross

FOR WITHHELD
ALL FROM ALL
NOMINEES [ ] [ ] NOMINEES

[ ]
------------------------------------------
For all nominees except as noted above

2. To transact such other business as may properly come before the Meeting or
any adjournment thereof.

Mark box at right if an address change or comment has been noted on the reverse
side of this card. [ ]

RECORD DATE SHARES:

<Page>

APPENDIX D

COHEN & STEERS REALTY SHARES, INC.
757 Third Avenue
New York, New York 10017
(212) 832-3232

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Revoking any such prior appointments, the undersigned appoints Jay J. Chen and
Lawrence B. Stoller (or, if only one shall act, then that one) proxies with the
power of substitution to vote all the common stock of Cohen & Steers Realty
Shares, Inc. (the "Fund") registered in the name of the undersigned at the
Special Joint Meeting of Stockholders to be held at the offices of Cohen &
Steers Capital Management, Inc., 757 Third Avenue, New York, New York 10017 on
May 25, 2004 at 10:00 a.m., and at any adjournments thereof.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ----------------------------------- ----------------------------------------

<Page>

Please mark CSEPC
[X] votes as in
this example.

- -----------------------------------------
COHEN & STEERS REALTY SHARES, INC.
- -----------------------------------------

----------------------------

--------------------
Please be sure to sign and date this Proxy. Date
- -----------------------------------------------------------------

- --------Shareholder sign here-------------Co-owner sign here-----

1. Election of Directors.
Nominees:
(01) Gregory C. Clark, (02) Bonnie Cohen, (03) Martin Cohen,
(04) George Grossman, (05) Richard J. Norman,
(06) Willard H. Smith Jr., (07) Robert H. Steers and
(08) Frank K. Ross

FOR WITHHELD
ALL FROM ALL
NOMINEES [ ] [ ] NOMINEES

[ ]
-------------------------------------------
For all nominees except as noted above

2. To transact such other business as may properly come before the Meeting or
any adjournment thereof.

Mark box at right if an address change or comment has been noted on the reverse
side of this card.

RECORD DATE SHARES:

<Page>

APPENDIX E

COHEN & STEERS SPECIAL EQUITY FUND, INC.
757 Third Avenue
New York, New York 10017
(212) 832-3232

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Revoking any such prior appointments, the undersigned appoints Jay J. Chen and
Lawrence B. Stoller (or, if only one shall act, then that one) proxies with the
power of substitution to vote all the common stock of Cohen & Steers Special
Equity Fund, Inc. (the "Fund") registered in the name of the undersigned at the
Special Joint Meeting of Stockholders to be held at the offices of Cohen &
Steers Capital Management, Inc., 757 Third Avenue, New York, New York 10017 on
May 25, 2004 at 10:00 a.m., and at any adjournments thereof.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ------------------------------------- ---------------------------------------

<Page>

Please mark CSEPB
[X] votes as in
this example.

- --------------------------------------------
COHEN & STEERS SPECIAL EQUITY FUND, INC.
- --------------------------------------------

----------------------------

--------------------
Please be sure to sign and date this Proxy. Date
- -----------------------------------------------------------------

- --------Shareholder sign here-------------Co-owner sign here-----

1. Election of Directors.
Nominees:

(01) Gregory C. Clark, (02) Bonnie Cohen, (03) Martin Cohen,
(04) George Grossman, (05) Richard J. Norman,
(06) Willard H. Smith Jr., (07) Robert H. Steers and
(08) Frank K. Ross

FOR WITHHELD
ALL FROM ALL
NOMINEES [ ] [ ] NOMINEES

[ ]
----------------------------------------
For all nominees except as noted above

2. To transact such other business as may properly come before the Meeting or
any adjournment thereof.

Mark box at right if an address change or comment has been noted on the reverse
side of this card. [ ]

RECORD DATE SHARES:

STATEMENT OF DIFFERENCES
------------------------

The dagger symbol shall be expressed as................................ 'D'