Cohen & Steers Announces Reorganization and Merger of Cohen & Steers Dividend Majors Fund, Inc. and Cohen & Steers Total Return Realty Fund, Inc.

PR Newswire

NEW YORK, Dec. 10, 2013 /PRNewswire/ -- The boards of directors of Cohen & Steers Dividend Majors Fund, Inc. ("DVM") and Cohen & Steers Total Return Realty Fund, Inc. ("RFI") have approved the reorganization and merger of DVM into RFI, pursuant to which RFI would continue as the surviving fund (the "Reorganization"). 

In approving the Reorganization, the directors considered, among other things, each fund's investment objectives, net asset value and stock price performance, income potential and potential operating expense savings based on operational efficiencies. The Reorganization will permit fund shareholders to pursue substantially similar investment objectives in a larger fund that has a focused investment strategy with similar investment policies and anticipated lower expenses.

Shareholders will be asked to vote on the Reorganization at a special meeting expected to be held on April 24, 2014.  The Reorganization, if approved, is expected to occur in the second quarter of 2014, subject to the required approval of shareholders of both funds. More information will be contained in the proxy materials to be filed with the Securities and Exchange Commission ("SEC") and mailed to each fund's shareholders.  

Additional Information About the Proposed Reorganization and Where to Find It
This press release is not intended to, and shall not, constitute an offer to purchase or sell shares of any of the funds; nor is this press release intended to solicit a proxy from any shareholder of any of the funds. The solicitation of the purchase or sale of securities or of proxies to effect the reorganization may only be made by a final, effective Registration Statement, which will include a definitive Combined Proxy Statement/Prospectus, after the Registration Statement is declared effective by the SEC.

This Registration Statement has yet to be filed with the SEC. Once it is, it may be amended or withdrawn and the Combined Proxy Statement/Prospectus will not be distributed to shareholders of the funds unless and until the Registration Statement is declared effective by the SEC.

The funds and their respective directors and officers, and Cohen & Steers, and its shareholders, officers and employees and other persons may be deemed to be participants in the solicitation of proxies with respect to the proposed Reorganization. Investors and shareholders may obtain more detailed information regarding the direct and indirect interests of the funds' respective directors and officers, and Cohen & Steers and its shareholders, officers and employees and other persons by reading the Combined Proxy Statement/Prospectus regarding the Reorganization when it is filed with the SEC.

INVESTORS AND SHAREHOLDERS OF THE FUNDS ARE URGED TO READ THE COMBINED PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED REORGANIZATION. INVESTORS SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF THE FUNDS CAREFULLY. THE COMBINED PROXY STATEMENT/PROSPECTUS WILL CONTAIN INFORMATION WITH RESPECT TO THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF THE FUNDS AND OTHER IMPORTANT INFORMATION ABOUT THE FUNDS. The Combined Proxy Statement/Prospectus will constitute neither an offer to sell securities, nor will it constitute a solicitation of an offer to buy securities, in any state where such offer or sale is not permitted.

Investors may obtain free copies of the Registration Statement and Combined Proxy Statement/Prospectus and other documents (when they become available) filed with the SEC at the SEC's web site at www.sec.gov. In addition, free copies of the Combined Proxy Statement/Prospectus and other documents filed with the SEC may also be obtained after each Registration Statement becomes effective by directing a request to Cohen & Steers at 800-330-7348.

//Web site: http://cohenandsteers.com/ 
Symbol: NYSE: DVM, RFI, CNS

About Cohen & Steers. Founded in 1986, Cohen & Steers is a leading global investment manager with a long history of innovation and a focus on real assets, including real estate, infrastructure and commodities. Headquartered in New York City, with offices in London, Hong Kong, Tokyo and Seattle, Cohen & Steers serves institutional and individual investors around the world.

Forward-Looking Statements
This press release and other statements that Cohen & Steers may make may contain forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which reflect the company's current views with respect to, among other things, its operations and financial performance. You can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates," or the negative versions of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties.

Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. The company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

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