Edgar Filing: COHEN & STEERS TOTAL RETURN REALTY FUND INC

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 TOTAL RETURN REALTY FUND, INC.
.................................................................
(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:

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

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(3) Filing Party:

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(4) Date Filed:

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COHEN & STEERS TOTAL RETURN
REALTY FUND, INC.
757 THIRD AVENUE, NEW YORK, NEW YORK 10017
(212) 832-3232

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 2003

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

To the Stockholders of
COHEN & STEERS TOTAL RETURN REALTY FUND, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the 'Meeting')
of Cohen & Steers Total Return Realty Fund, Inc. (the 'Fund') will be held at
the offices of the Fund, 757 Third Avenue, 20th Floor, New York, New York 10017,
on April 24, 2003 at 10:00 a.m., for the following purposes, all of which are
more fully described in the accompanying Proxy Statement dated March 18, 2003:

1. To elect two Directors of the Fund, to hold office for a term of
three years, and until their successors are duly elected and qualified;

2. To ratify the selection of PricewaterhouseCoopers LLP as independent
certified public accountants of the Fund for its fiscal year ending
December 31, 2003; and

3. 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 March 11, 2003 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 H. Steers

ROBERT H. STEERS
Secretary

New York, New York
March 18, 2003

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

PAGE
----

Introduction................................................ 1
Proposal One: Election of Directors......................... 2
Proposal Two: Ratification of Selection of Independent
Certified Public Accountants.............................. 5
Fees Paid to PricewaterhouseCoopers LLP..................... 5
Certain Information Regarding the Adviser and the
Administrator............................................. 6
Officers of the Fund........................................ 6
Submission of Proposals for the Next Annual Meeting of
Stockholders.............................................. 6
Other Matters............................................... 7
Votes Required.............................................. 7

PROXY STATEMENT

COHEN & STEERS TOTAL RETURN
REALTY FUND, INC.
757 THIRD AVENUE
NEW YORK, NEW YORK 10017
(212) 832-3232

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

ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 2003

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

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Cohen & Steers Total Return
Realty Fund, Inc., a Maryland corporation (the 'Fund'), to be voted at the
Annual Meeting of Stockholders of the Fund, to be held at the offices of the
Fund, 757 Third Avenue, 20th Floor, New York, New York 10017, on April 24, 2003
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 Fund pursuant to the terms of
the investment advisory agreement described below. The Notice of Meeting, Proxy
Statement and Proxy are being mailed to stockholders on or about March 18, 2003.

The presence in person or by proxy of the holders of record of a majority of
the shares of the Fund issued and outstanding and entitled to vote thereat shall
constitute a quorum 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
the Fund present in person or by proxy shall have the power to adjourn the
Meeting 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. 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 the effect of a 'no' vote for purposes of obtaining
the requisite approval of each proposal.

The Board of Directors has fixed the close of business on March 11, 2003 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting. The outstanding voting shares of the Fund as of
March 11, 2003 consisted of 9,249,159 shares of common stock, each share being
entitled to one vote. 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 and for the ratification of the selection of PricewaterhouseCoopers
LLP as the Fund's independent certified public accountants for its fiscal year
ending December 31, 2003. Any stockholder may revoke his proxy at any time prior
to exercise thereof by giving written notice to the Secretary of the Fund 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 FUND, 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 FUND AT
757 THIRD AVENUE, NEW YORK, NEW YORK 10017, (800) 330-REIT, AND THEY WILL BE
SENT PROMPTLY BY FIRST-CLASS MAIL.

PROPOSAL ONE
ELECTION OF DIRECTORS

At the Meeting, two Directors will be elected to serve for a term of three
years and until their successors are duly elected and qualified. The nominees
are George Grossman and Robert H. Steers, for terms to expire in 2006. In
addition to the Fund, each Director also currently serves as Director of the
seven other funds within the Cohen & Steers Fund Complex. It is the intention of
the persons named in the enclosed proxy to nominate and vote in favor of the
nominees.

At the Annual Meeting of stockholders held on April 27, 1994, the Fund's
stockholders elected the Board of Directors to staggered terms. Accordingly, the
term of office of only a single class of Directors will expire in 2003. As a
result of this system, only those Directors in any one class may be changed in
any one year, and it would require two years or more to change a majority of the
Board of Directors. This system of electing Directors, which may be regarded as
an 'anti-takeover' provision, may have the effect of maintaining the continuity
of management and, thus, make it more difficult for the Fund's stockholders to
change the majority of Directors.

The nominees have consented to serve as Directors. The Board of Directors of
the 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 Messrs. Grossman and Steers, and the other
members of the Board of Directors is set forth as follows:

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

Disinterested Directors

Gregory C. Clark* ............ Director Private Investor. Prior Since 1993 2005 8
99 Jane Street thereto, President of
New York, New York Wellspring Management Group,
Age: 56 Inc. (investment advisory firm)

Bonnie Cohen* ................ Director Consultant. Prior thereto, Since 2001 2005 8
1824 Phelps Place, N.W. Undersecretary of State, United
Washington, D.C. States Department of State.
Age: 60

(table continued on next page)

(table continued from previous page)

George Grossman* ............. Director Attorney-at-Law. Since 1993 2006'D' 8
17 Elm Place
Rye, New York
Age: 49

Richard J. Norman* ........... Director Private Investor. Prior thereto, Since 2001 2004 8
7520 Hackamore Drive Investment Representative of
Potomac, Maryland Morgan Stanley Dean Witter.
Age: 59

Willard H. Smith Jr.* ....... Director Board member of Essex Property Since 1996 2005 8
7231 Encelia Drive Trust, Inc., Highwoods
La Jolla, California Properties, Inc. and Realty
Age: 66 Income Corporation. Managing
Director at Merrill Lynch & Co.,
Equity Capital Markets Division,
from 1983 to 1995.

Interested Directors**

Martin Cohen ................. Director, President President of Cohen & Steers Since 1993 2004 8
757 Third Avenue and Treasurer Capital Management, Inc., the
New York, New York Fund's Investment Adviser.
Age: 54

Robert H. Steers ............. Director, Chairman Chairman of Cohen & Steers Since 1993 2006'D' 8
757 Third Avenue and Secretary Capital Management, Inc., the
New York, New York Fund's Investment Adviser.
Age: 50

---------

* Member of the Audit Committee.

** 'Interested person,' as defined in the Investment Company Act of 1940, of the
Fund because of the affiliation with Cohen & Steers Capital Management, Inc.,
the Fund's investment adviser.

'D' If elected at the Meeting.

Martin Cohen and Bonnie Cohen are unrelated.

During the Fund's fiscal year ended December 31, 2002, the Board of
Directors met five times. All of such Directors attended all of the meetings of
the Board of Directors, except Ms. Cohen and Mr. Steers, each of whom did not
attend one meeting. The Fund maintains one standing Board Committee, the Audit
Committee of the Board of Directors, which is composed of all the Directors who
are not 'interested persons' of the Fund within the meaning of the Investment
Company Act of 1940 (the 'Act'). The Audit Committee, which met twice during the
fiscal year ended December 31, 2002, assists the Board of Directors in its
oversight of the Fund's financial reporting process. The Audit Committee meets
with the Fund's independent auditors to discuss the scope of the engagement,
review the Fund's financial statements, and discuss the statements and audit
results with management. The Audit Committee discussed with
PricewaterhouseCoopers LLP the matters required to be discussed by the Statement
on Auditing Standards 61, received the written disclosures and the letter from
PricewaterhouseCoopers LLP required by the Independence Standards Board Standard
No. 1, and discussed with PricewaterhouseCoopers LLP the independent auditor's
independence. Based on these reviews and discussions, the Audit Committee
recommended to the Board of Directors that the audited financial statements of
the Fund be included in the Fund's annual report to stockholders.

Directors of the Fund who are not interested persons of the Fund are paid an
annual retainer of $5,500 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, 2002, such fees and expenses paid by the Fund
totaled $40,270.

As of March 11, 2003, the Directors and officers of the Fund as a group
owned less than 1% of the shares of the Fund.

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

AGGREGATE DOLLAR RANGE OF
DOLLAR RANGE OF EQUITY EQUITY SECURITIES IN THE
SECURITIES IN THE FUND AS OF COHEN & STEERS FUND COMPLEX
MARCH 11, 2003 AS OF MARCH 11, 2003
-------------- --------------------

Robert H. Steers............................ Over $100,000 Over $100,000
Martin Cohen................................ Over $100,000 Over $100,000
Gregory C. Clark............................ $50,001 - $100,000 Over $100,000
Bonnie Cohen................................ $10,001 - $50,000 Over $100,000
George Grossman............................. $10,001 - $50,000 $50,001 - $100,000
Richard J. Norman........................... $10,001 - $50,000 Over $100,000
Willard H. Smith Jr. ....................... $10,001 - $50,000 $50,001 - $100,000

COMPENSATION OF DIRECTORS AND OFFICERS. The following table sets forth
information regarding compensation of Directors by the Fund and by the fund
complex of which the Fund is a part for the fiscal year ended December 31, 2002.
Officers of the Fund and Directors who are interested persons of the Fund do not
receive any compensation from the Fund 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 eight funds that each Director served in the fund
complex during 2002. The Directors do not receive any pension or retirement
benefits from the Fund Complex.

COMPENSATION TABLE
FISCAL YEAR ENDED DECEMBER 31, 2002

TOTAL
AGGREGATE COMPENSATION
COMPENSATION PAID TO
FROM DIRECTORS BY
NAME OF PERSON, POSITION REGISTRANT FUND COMPLEX
------------------------ ---------- ------------

Gregory C. Clark*, Director................................. $7,500 $52,500
Bonnie Cohen*, Director..................................... $7,000 $49,000
Martin Cohen**, Director and President...................... $ 0 $ 0
George Grossman*, Director.................................. $7,500 $52,500
Richard J. Norman*, Director................................ $7,500 $52,500
Willard H. Smith Jr.*, Director............................. $7,500 $52,500
Robert H. Steers**, Director and Chairman................... $ 0 $ 0

---------

* Member of the Audit Committee.

** 'Interested person,' as defined in the Act, of the Fund because of the
affiliation with Cohen & Steers Capital Management, Inc., the Fund's
investment adviser.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of
the Securities Exchange Act of 1934 (the 'Exchange Act') and Section 30(h) of
the Act, as applied to the Fund, require the Fund's officers, Directors and
investment adviser, affiliates of the investment adviser, and persons who
beneficially own more than 10% of a registered class of the Fund's outstanding
securities ('Reporting Persons') to file reports of ownership of the Fund's
securities and changes in such ownership with the Securities and Exchange
Commission and the New York Stock Exchange. Such persons are required by
Securities and Exchange Commission regulations to furnish the Fund with copies
of all such filings.

Based upon its review of the copies of such forms received by it, the Fund
believes that, during the fiscal year ended December 31, 2002, all filing
requirements applicable to its Reporting Persons were met.

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

PROPOSAL TWO
RATIFICATION OF SELECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors recommends that the stockholders of the Fund ratify
the selection of PricewaterhouseCoopers LLP, independent certified public
accountants, to audit the accounts of the Fund for the fiscal year ending
December 31, 2003. Their selection was approved by the vote, cast in person, of
a majority of the Directors of the Fund, including a majority of the Directors
who are not 'interested persons' of the Fund within the meaning of the Act and
who are 'independent' as defined in the New York Stock Exchange, Inc. listing
standards, at a meeting held on March 6, 2003. PricewaterhouseCoopers LLP has
audited the accounts of the Fund since prior to the Fund's commencement of
business on September 24, 1993 and does not have any direct financial interest
or any material indirect financial interest in the Fund. A representative of
PricewaterhouseCoopers LLP is expected to be available for the Meeting and to
have the opportunity to make a statement and respond to appropriate questions
from the stockholders. The Audit Committee of the Board of Directors meets twice
each year with representatives of PricewaterhouseCoopers LLP to discuss the
scope of their engagement, and review the financial statements of the Fund and
the results of their examination thereof.

FEES PAID TO PRICEWATERHOUSECOOPERS LLP

AUDIT FEES. The Fund paid PricewaterhouseCoopers LLP $35,000 to audit the
Fund's financial statements for the fiscal year ended December 31, 2002.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. There were no
fees paid to PricewaterhouseCoopers LLP during the fiscal year ended
December 31, 2002 by the Fund or Cohen & Steers Capital Management, Inc., or any
affiliate that provided services to the Fund, for financial information systems
design and implementation.

ALL OTHER FEES. The aggregate fees billed for all other non-audit services,
including fees for tax-related services rendered to the Fund, and services
related to reports filed by the Fund with certain rating agencies, and other
services rendered to Cohen & Steers Capital Management, Inc. or any affiliate
that provided services to the Fund, were $18,250 for the fiscal year ended
December 31, 2002.

The Audit Committee of the Fund's Board of Directors considered and
concluded that the provision of these services is compatible with maintaining
the independence of PricewaterhouseCoopers LLP.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS OF THE FUND VOTE FOR
THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF THE FUND.

CERTAIN INFORMATION REGARDING THE ADVISER AND
THE ADMINISTRATOR

The 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 adviser (the 'Adviser') under an investment advisory agreement
dated September 17, 1993. Martin Cohen and Robert H. Steers are 'controlling
persons' of the Adviser on the basis of their ownership of more than 10% of the
Adviser'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 administrator to the Fund.

OFFICERS OF THE FUND

The principal officers of the Fund 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 Proposal One, 'Election of
Directors,' at page 3 for biographical information).

Martin Cohen, President and Treasurer (see Proposal One, 'Election of
Directors,' at page 3 for biographical information).

Adam M. Derechin, Vice President and Assistant Treasurer, age 38, joined the
Adviser in 1993 and has been a Senior Vice President since 1998 and prior to
that was a Vice President since 1995.

Lawrence B. Stoller, Assistant Secretary, age 39, joined the Adviser 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).

SUBMISSION OF PROPOSALS FOR THE NEXT
ANNUAL MEETING OF STOCKHOLDERS

All proposals by stockholders of the Fund which are intended to be presented
at the Fund's next Annual Meeting of Stockholders, to be held in 2004, must be
received by the Fund (address to Cohen & Steers Total Return Realty Fund, Inc.,
757 Third Avenue, New York, New York 10017) for inclusion in the Fund's proxy
statement and proxy relating to that meeting no later than November 15, 2003.
Any stockholder who desires to bring a proposal for consideration at the Fund's
2004 Annual Meeting of Stockholders without including such proposal in the
Fund's proxy statement must deliver written notice thereof to the Secretary or
Assistant Secretary of the Fund (address to Cohen & Steers Total Return Realty
Fund, Inc., 757 Third Avenue, New York, New York 10017) during the 30 day period
from December 24, 2003 to January 23, 2004.

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.

VOTES REQUIRED

The presence in person or by proxy of the holders of a majority of the
Fund's outstanding shares is required to constitute a quorum at the Meeting. The
election of the Directors, as set forth in Proposal 1, will require a vote of
the holders of a plurality of the Fund's shares present at the Meeting.
Ratification of the selection of the independent certified public accountants,
as set forth in Proposal 2, will require a majority of the votes cast 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 for the other proposals.

By order of the Board of Directors,

Robert H. Steers

ROBERT H. STEERS
Secretary

March 18, 2003
New York, New York

APPENDIX I

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZCOTR1

COHEN & STEERS TOTAL RETURN REALTY FUND, INC.

757 Third Avenue
New York, New York 10017

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 Total
Return Realty Fund, Inc. (the "Fund") registered in the name of the undersigned
at the Annual Meeting of Stockholders to be held at the offices of Cohen &
Steers Capital Management, Inc., 757 Third Avenue, New York, New York 10017 on
April 24, 2003 at 10:00 a.m., and at any adjournments thereof.

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

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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?

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

COHEN & STEERS TOTAL
RETURN REALTY FUND, INC.
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZCOTR1

[X] Please mark
votes as in
this example.

-----------------------------------------------
COHEN & STEERS TOTAL RETURN REALTY FUND, INC.
-----------------------------------------------

1. Election of Directors.

Nominees: (01) George Grossman, (02) Robert H. Steers 2. To ratify the selection of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP as [_] [_] [_]
FOR [_] [_] WITHHELD independent Certified Public
ALL FROM ALL Accountants of the Fund for the
NOMINEES NOMINEES fiscal year ending December 31,
2003.
[_]
------------------------------------------ 3. To transact such other business as may properly
For all nominee(s) except as written above come before the meeting.

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 and FOR proposal 2.

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

Please be sure to sign and date this Proxy.

Signature: Date: Signature: Date:
-------------------------- ----------- -------------------------- ----------

STATEMENT OF DIFFERENCES

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