Item 4. Principal Accountant Fees and Services.

I. Objectives

IV. Specific Issues

Approval of Mergers – C&S votes against proposals that require a super-majority of shareholders to approve a merger or other significant business combination. We support proposals that seek to lower super-majority voting requirements.

C. Routine Issues

D. Stock Related Items

V. Proxy Voting Procedures

VI. Recordkeeping

VII. Conflicts of Interest

VIII. Cohen & Steers Funds

IX. Annual Review; Reporting

Prudence

Third Party Views

Shareholder Value

A. Stock-Based Compensation

B. Change of Control Issues

The fund's use of fair value pricing may cause the net asset value of fund shares to differ from the net asset value that would be calculated using market quotations. Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

Short-term debt securities, which have a maturity date of 60 days or less, are valued at amortized cost, which approximates value.

Security Transactions and Investment Income: Security transactions are recorded on trade date. Realized gains and losses on investments sold are recorded on the basis of identified cost. Interest income is recorded on the accrual basis. Discounts are accreted and premiums are amortized over the life of the respective securities. Dividend income and capital gain distributions are recorded on the ex-dividend date. The fund records distributions received in excess of income from underlying investments as a reduction of cost of investments and/or realized gain. Such amounts are based on estimates if actual amounts are not available, and actual amounts of income, realized gain and return of capital may differ from the estimated amounts. The fund adjusts the estimated amounts of the components of distributions (and consequently its net investment income) as an increase to unrealized appreciation/(depreciation) and realized gain/(loss) on investments as necessary once the issuers provide information about the actual composition of the distributions.

Dividends and Distributions to Shareholders: Dividends from net investment income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from GAAP. Dividends from net investment income are declared and paid monthly. Net realized capital gains, unless offset by any available capital loss carryforward, are distributed to shareholders annually. Dividends and distributions to shareholders are recorded on the ex-dividend date and are automatically reinvested in full and fractional shares of the fund unless the shareholder has elected to have them paid in cash.

Distributions paid by the fund are subject to recharacterization for tax purposes. Based upon the results of operations for the period November 24, 2006 (commencement of operations) through December 31, 2006, a portion of the dividends paid have been reclassified to return of capital and distributions of net realized capital gains.

Federal Income Taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interest of the shareholders, by complying with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies, and by distributing substantially all of its taxable earnings to its shareholders. Accordingly, no provision for federal income or excise tax is necessary.

Investment Management Fees: The investment manager serves as the fund's investment manager, pursuant to an investment management agreement (the management agreement). Under the terms of the management agreement, the investment manager provides the fund with the day-to-day investment decisions and generally manages the fund's investments in accordance with the stated policies of the fund, subject to the supervision of the fund's Board of Directors. For the services provided to the fund, the investment manager receives a fee, accrued daily and paid monthly, at the annual rate of 0.95% of the average daily net assets of the fund.

The investment manager is also responsible, under the management agreement, for the performance of certain administrative functions for the fund. Additionally, the investment manager pays certain expenses of the

fund, including administration and custody fees, transfer agent fees, professional fees, and reports to shareholders.

The investment manager has contractually agreed to reimburse the fund so that its total annual operating expenses do not exceed 0.95% of the average daily net assets. This commitment will remain in place for the life of the fund.

Directors' and Officers' Fees: Certain directors and officers of the fund are also directors, officers, and/or employees of the investment manager. The fund does not pay compensation to any affiliated directors and officers.

Purchases and sales of securities, excluding short-term investments, for the period November 24, 2006 (commencement of operations) through December 31, 2006, totaled $264,947,049 and $0, respectively.

As of December 31, 2006, the tax-basis components of accumulated earnings and the federal tax cost were as follows:

As of December 31, 2006, the fund had permanent book/tax differences primarily attributable to income redesignations. To reflect reclassifications arising from the permanent differences, net realized gain was charged $436,194 and net investment income was credited $436,194.

The fund is authorized to issue 100 million shares of common stock at a par value of $0.001 per share.

During the period ended December 31, 2006, the fund issued 12,286 shares of common stock for the reinvestment of dividends.

On November 24 2006, the fund completed the initial public offering of 23,750,000 shares of common stock. Proceeds paid to the fund amounted to $459,800,000 after deduction of underwriting commissions and offering expenses of $15,200,000.

On December 18, 2006, the fund issued 2,000,000 additional shares of common stock pursuant to the exercise of the underwriters over-allotment option. Proceeds paid to the fund amounted to $38,720,000 after deduction of underwriting commissions and offering expenses of $1,280,000.

Additionally, the investment manager absorbed approximately $358,331 in offering expenses related to both the initial and subsequent offering.

In the normal course of business, the fund enters into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is dependent on claims that may be made against the fund in the future and, therefore, cannot be estimated; however, based on experience, the risk of material loss from such claims is considered remote.

In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement 109 (FIN 48). FIN 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position must meet before being recognized in the financial statements. FIN 48 is effective for fiscal years beginning after December 15, 2006. The fund will adopt FIN 48 no later than June 29, 2007 and the impact to the fund's financial statements, if any, is currently being assessed.

In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statements.

On January 5, 2007, the fund issued 1,282,342 additional shares of common stock pursuant to the exercise of the underwriters over-allotment option. Proceeds paid to the fund amounted to $24,608,566 after deduction of underwriting commissions and offering expenses of $1,029,721.

To the Board of Directors and Shareholders of
Cohen & Steers Closed-End Opportunity Fund, Inc.

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Cohen & Steers Closed-End Opportunity Fund, Inc. (the "Fund") at December 31, 2006, and the results of its operations, the changes in its net assets and the financial highlights for the period November 24, 2006 (the commencement of operations) through December 31, 2006, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at December 31, 2006 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.

The performance data quoted represent past performance. Past performance is no guarantee of future results. The investment return will vary and the principal value of an investment will fluctuate and shares, if sold, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Certain of the closed-end funds in which the fund invests are leveraged and, therefore, the fund's performance reflects the effects of this leverage.

Pursuant to the Jobs and Growth Relief Reconciliation Act of 2003, the fund designates qualified dividend income of $769,110. Additionally, 11.50% of the ordinary dividends qualified for the dividends received deduction available to corporations. Also, the fund designates a long-term capital gain distribution of $239,676 at the 15% rate or the maximum allowable.

The fund has a dividend reinvestment plan (the "Plan") commonly referred to as an "opt-out" plan. Each common shareholder who participates in the Plan will have all distributions of dividends and capital gains automatically reinvested in additional common shares by The Bank of New York as agent (the "Plan Agent"). Shareholders who elect not to participate in the plan will receive all distributions in cash paid by check mailed directly to the shareholder of record (or if the shares are held in street or other nominee name, then to the nominee) by the Plan Agent, as dividend disbursing agent. Shareholders whose common shares are held in the name of a broker or nominee should contact the broker or nominee to determine whether and how they may participate in the Plan.

The Plan Agent serves as agent for the shareholders in administering the plan. After the fund declares a dividend or makes a capital gain distribution, the plan agent will, as agent for the shareholders, either (i) receive the cash payment and use it to buy common shares in the open market, on the NYSE or elsewhere, for the participants' accounts or (ii) distribute newly issued common shares of the Fund on behalf of the participants. The Plan Agent will receive cash from the fund with which to buy common shares in the open market if, on the distribution payment date, the net asset value per share exceeds the market price per share plus estimated brokerage commissions on that date. The Plan Agent will receive the dividend or distribution in newly issued common shares of the fund if, on the payment date, the market price per share plus estimated brokerage commissions equals or exceeds the net asset value per share of the fund on that date. The number of shares to be issued will be computed at a per share rate equal to the greater of (i) the net asset value or (ii) 95% of the closing market price per share on the payment date.

Participants in the Plan may withdraw from the plan upon notice to the Plan Agent. Such withdrawal will be effective immediately if received not less than ten days prior to a distribution record date; otherwise, it will be effective for all subsequent distributions. When a participant withdraws from the Plan or upon termination of the Plan as provided below, certificates for whole common shares credited to his or her account under the Plan will be issued and a cash payment will be made for any fraction of a common share credited to such account. If any participant elects to have the Plan Agent sell all or part of his or her shares and remit the proceeds, the Plan Agent is authorized to deduct a $15.00 fee plus $0.10 per share brokerage commissions.

The Plan Agent's fees for the handling of reinvestment of distributions will be paid by the fund. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent's open market purchases in connection with the reinvestment of distributions. The automatic reinvestment of distributions will not relieve participants of any income tax that may be payable or required to be withheld on such distributions.

The fund reserves the right to amend or terminate the Plan. All correspondence concerning the plan should be directed to the Plan Agent at 800-432-8224.

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that the fund may purchase, from time to time, shares of its common stock in the open market.

A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling 800-330-7348, (ii) on our Web site at cohenandsteers.com or (iii) on the Securities and Exchange Commission's Web site at http://www.sec.gov. In addition, the fund's proxy voting record for the most recent 12-month period ended June 30 is available (i) without charge, upon request, by calling 800-330-7348 or (ii) on the SEC's Web site at http://www.sec.gov.

The fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The fund's Forms N-Q are available (i) without charge, upon request by calling 800-330-7348, or (ii) on the SEC's Web site at http://www.sec.gov. In addition, the Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.

As required, the fund has submitted to the New York Stock Exchange ("NYSE") the annual certification of the fund's chief executive officer certifying as to compliance with of the NYSE's Corporate Governance listing standards. The fund also has included the certifications of the fund's chief executive officer and chief financial officer required by Section 302 of the Sarbanes-Oxley Act of 2002 as exhibits to its most recent Form N-CSR.

Please note that the distributions paid by the fund to shareholders are subject to recharacterization for tax purposes. The fund may also pay distributions in excess of the fund's net investment company taxable income and this excess would be a tax-free return of capital distributed from the fund's assets. To the extent this occurs, the fund's shareholders of record will be notified of the estimated amount of capital returned to shareholders for each

such distribution and this information will also be available at cohenandsteers.com. The final tax treatment of all distributions is reported to shareholders on their 1099-DIV forms, which are mailed after the close of each calendar year. Distributions of capital decrease the fund's total assets and, therefore, could have the effect of increasing the fund's expense ratio. In addition, in order to make these distributions, the fund may have to sell portfolio securities at a less than opportune time.

In the course of doing business with Cohen & Steers, you may share personal information with us. We are committed to maintaining the privacy of this information and recognize the importance of preventing unauthorized access to it. You may provide personal information on account applications and requests for forms or other literature (such as your address and social security number) and through account transactions with us (such as purchases, sales and account balances). You may also provide us with this information through written, electronic and telephone account inquiries.

We do not sell personal information about current and former customers to anyone, and we do not disclose it unless necessary to process a transaction, service an account or as otherwise required or permitted by law. For example, we may disclose information to companies that perform administrative services for Cohen & Steers, such as transfer agents, or printers that assist us in the distribution of investor materials. These organizations will use this information only for purposes of providing the required services or as otherwise may be required by law. We may also share personal information within the Cohen & Steers family of companies to provide you with additional information about our products and services.

We maintain physical, electronic and procedural safeguards to protect your personal information. Within Cohen & Steers, we restrict access to your personal information to those employees who need it to perform their jobs, such as servicing your account or informing you of new products and services.

The accuracy of your personal information is important. If you need to correct or update your personal or account information, please call us at 800-330-7348. We will be happy to review, correct or update your personal or account information.

* This privacy policy applies to the following Cohen & Steers companies: Cohen & Steers Capital Management, Inc., Cohen & Steers Securities, LLC, Cohen & Steers Capital Advisors, LLC and the Cohen & Steers Funds.

The board of directors of the fund, including a majority of the directors who are not parties to the fund's investment advisory agreement or subadvisory agreement, or interested persons of any such party ("Independent Directors"), has the responsibility under the 1940 Act to approve these agreements for initial two year terms and their continuation annually thereafter at a meeting of the board called for the purpose of voting on the approvals or continuations. At a meeting held in person on September 20, 2006, the fund's Investment Management Agreement was discussed and was unanimously approved for a two-year term by the fund's board, including the

Independent Directors. The Independent Directors were represented by independent counsel, who assisted them in their deliberations during the board meeting and executive session.

In considering whether to approve the Investment Management Agreement, the board reviewed materials provided by the fund's investment advisor (the "Advisor") and fund counsel which included, among other things, information regarding the past performance of other funds advised by the Advisor; and a legal memorandum outlining the legal duties of the board. The board also met with investment advisory personnel from the Advisor. The board considered factors relating to both the selection of the Advisor and the approval of the advisory fee when reviewing the Agreement. In particular, the board considered the following:

(i) The nature, extent and quality of services to be provided by the Advisor: The directors reviewed the services that the Advisor would provide to the fund, including, but not limited to, generally managing the fund's investments in accordance with the stated policies of the fund. The directors also discussed with Advisor representatives the amount of time the Advisor would dedicate to the fund and the types of transactions that would be done on behalf of the fund. The directors also considered a presentation by the Advisor on its investment philosophy with respect to, and the investment outlook for, the fund. Additionally, the directors considered the services provided by the Advisor to other registered closed-end funds advised by the Advisor, as well as services provided by other investment advisers to similar funds.

In addition, the board considered the education, background and experience of the Advisor's personnel, noting particularly that the favorable history and reputation of the portfolio managers for the fund would likely have a favorable impact on the success of the fund. The board noted further the Advisor's ability to attract quality and experienced personnel. The board then considered the administrative services provided by the Advisor, including compliance and accounting services.

The directors concluded that the proposed services of the Advisor to the fund compared favorably to services provided by the Advisor for other funds in both nature and quality. The directors concluded that the scope of the services provided by the Advisor would be consistent with other funds and would be suitable for the fund.

(ii) Investment performance of the fund and the Advisor: Because the fund is newly formed, the board did not consider the investment performance of the fund. As discussed above under (i), the board found that the Advisor had the necessary expertise to manage the fund.

The board determined that the Advisor would be an appropriate advisor for the fund.

(iii) Cost of the services to be provided and profits to be realized by the Advisor from the relationship with the fund: Next, the board considered the anticipated cost of the Advisor's services. As part of their analysis, the board considered fee and expense estimates compiled by the Advisor. Given that the fund is the first closed-end fund of funds, the board acknowledged the limitations in the categories of funds used in the fee and expense comparison. Nonetheless, the board noted that the fund's overall fees and expenses compared favorably to these other categories. In particular, the board also considered the fact that the Advisor would pay for certain operating expenses out of

its management fee and that the Advisor had agreed to reimburse the fund so that its total annual operating expenses do not exceed 0.95% of the fund's average daily net assets.

The board also took into consideration other benefits to be derived by the Advisor in connection with the Investment Management Agreement, noting particularly the research and related services, within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Advisor would be eligible to receive by allocating the fund's brokerage transactions. The board also noted the administrative services provided under the Investment Management Agreement by the Advisor for the fund such as operational services and furnishing office space and facilities for the fund, and providing persons satisfactory to the board to serve as offices of the fund, noting that these services were beneficial to the fund.

(iv) The extent to which economies of scale would be realized as the fund grows and whether fee levels would reflect such economies of scale: The board noted that the Advisor did not currently expect the fund to grow to a size that would allow the fund to experience significant economies of scale.

(v) Comparison of services to be rendered and fees to be paid to those under other investment advisory contracts: As discussed above in (i) and (iii), the board compared both the services to be rendered and the fees to be paid under the Investment Management Agreement to other advisory contracts of the Advisor and to contracts of other investment advisers. The board also considered fee charged by the Advisor to institutional and other clients.

No single factor was cited as determinative to the decision of the board. Rather, after weighing all of the considerations and conclusions discussed above, the board, including the Independent Directors, unanimously approved the Investment Management Agreement.

The business and affairs of the fund are managed under the direction of the board of directors. The board of directors approves all significant agreements between the fund and persons or companies furnishing services to it, including the fund's agreements with its advisor, administrator, custodian and transfer agent. The management of the fund's day-to-day operations is delegated to its officers, the advisor and the fund's administrator, subject always to the investment objective and policies of the fund and to the general supervision of the board of directors.

The directors and officers of the fund and their principal occupations during the past five years are set forth below. The statement of additional information (SAI) includes additional information about fund directors and is available, without charge, upon request by calling 1-800-330-7348.

** The length of time served represents the year in which the director was first elected or appointed to any fund in the Cohen & Steers fund complex.

¹ "Interested person", as defined in the 1940 Act, of the fund because of affiliation with CSCM.

** The length of time served represents the year in which the director was first elected or appointed to any fund in the Cohen & Steers fund complex.

The officers of the fund (other than Messrs. Cohen and Steers, whose biographies are provided above), their address, their ages and their principal occupations for at least the past five years are set forth below.

** Officers serve one-year terms. The length of time served represents the year in which the officer was first elected to that position in any fund in the Cohen & Steers fund complex. All of the officers listed above are officers of one or more of the other funds in the complex.

• Designed for investors seeking maximum total return, investing primarily in REITs

• Designed for institutional investors seeking maximum total return, investing primarily
in REITs

• Designed for investors seeking high current income, investing primarily in REITs

• Designed for investors seeking maximum capital appreciation, investing in a limited number of REITs and other real estate securities

• Designed for investors seeking maximum total return, investing primarily in international real estate securities

• Designed for investors seeking maximum total return, investing primarily in utilities

• Designed for investors seeking high current income and long-term growth of income and capital appreciation, investing primarily in dividend paying common stocks and
preferred stocks

• Designed for investors seeking maximum total return, investing primarily in real estate securities located in the Asia Pacific region

• Designed for investors seeking maximum
total return, investing primarily in global real
estate securities

Please consider the investment objectives, risks, charges and expenses of the fund carefully before investing. A prospectus containing this and other information can be obtained by calling 800-330-7348 or by visiting cohenandsteers.com. Please read the prospectus carefully before investing.

Cohen & Steers Capital Management, Inc.
280 Park Avenue
New York, NY 10017
(212) 832-3232

This report is for shareholder information. This is not a prospectus intended for use in the purchase or sale of fund shares. Past performance is of course no guarantee of future results and your investment may be worth more or less at the time you sell.

Item 2. Code of Ethics.

The registrant has adopted a Code of Ethics that applies to its Principal Executive Officer and Principal Financial Officer. The registrant undertakes to provide to any person without charge, upon request, a copy of the Code of Ethics. Such request can be made by calling 800-330-7348 or writing to the Secretary of the registrant, 280 Park Avenue, New York, NY 10017.

Item 3. Audit Committee Financial Expert.

The registrant’s board has determined that Frank K. Ross, a member of the board’s Audit Committee, is an “audit committee financial expert”. Mr. Ross is “independent,” as such term is defined in this Item.

(a) – (d) Aggregate fees billed to the registrant for the last two fiscal years for professional services rendered by the registrant’s principal accountant were as follows:

	2006		2005

Audit Fees	$	8,000	N/A
Audit-Related Fees	40,000		N/A
Tax Fees	—		N/A
All Other Fees	—		N/A

Audit-related fees were billed in connection with the preparation and issuance of certification reports to rating agencies relating to the registrant’s preferred shares. Tax fees were billed in connection with the preparation of tax returns, calculation and designation of dividends and other miscellaneous tax services.

Aggregate fees billed by the registrant’s principal accountant for the last two fiscal years for non-audit services provided to the registrant’s investment adviser (not including a sub-adviser whose role is primarily portfolio management and is subcontracted or overseen by another investment adviser) and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registered investment company, where the engagement relates directly to the operations and financial reporting of the registrant, were as follows:

These other fees were billed in connection with internal control reviews.

(e)(1) The registrant’s audit committee is required to pre-approve audit and non-audit services performed for the registrant by the principal accountant. The audit committee also is required to pre-approve non-audit services performed by the registrant’s principal accountant for the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and/or to any entity controlling, controlled by or under common control with the registrant’s investment adviser that provides ongoing services to the registrant, if the engagement for services relates directly to the operations and financial reporting of the registrant.

The audit committee may delegate pre-approval authority to one or more of its members who are independent members of the board of directors of the registrant. The member or members to whom such authority is delegated shall report any pre-approval decisions to the audit committee at its next scheduled meeting. The audit committee may not delegate its responsibility to pre-approve services to be performed by the registrant’s principal accountant to the investment adviser.

(e) (2) No services included in (b) – (d) above were approved by the audit committee pursuant to paragraphs (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not applicable.

(g) For the fiscal years ended December 31, 2006 and December 31, 2005, the aggregate fees billed by the registrant’s principal accountant for non-audit services rendered to the registrant and for non-audit services rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and/or to any entity controlling, controlled by or under common control with the registrant’s investment adviser that provides ongoing services to the registrant were $105,000 and $0, respectively.

(h) The registrant’s audit committee considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and/or to any entity controlling, controlled by or under common control with the registrant’s investment adviser that provides ongoing services to the registrant that were not required to be pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X was compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants.

The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the committee are Frank K. Ross (chairman), Bonnie Cohen, George Grossman and Richard E. Kroon.

Item 6. Schedule of Investments.

Included in Item 1 above.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

The registrant has delegated voting of proxies in respect of portfolio holdings to Cohen & Steers Capital Management, Inc., in accordance with the policies and procedures set forth below.

COHEN & STEERS CAPITAL MANAGEMENT, INC.

STATEMENT OF POLICIES AND PROCEDURES REGARDING THE VOTING OF SECURITIES

This statement sets forth the policies and procedures that Cohen & Steers Capital Management, Inc. (“C&S”) follows in exercising voting rights with respect to securities held in our client portfolios. All proxy-voting rights that are exercised by C&S shall be subject to this Statement of Policy and Procedures.

Voting rights are an important component of corporate governance. C&S has three overall objectives in exercising voting rights:

A. Responsibility. C&S shall seek to ensure that there is an effective means in place to hold companies accountable for their actions. While management must be accountable to its board, the board must be accountable to a company’s shareholders. Although accountability can be promoted in a variety of ways, protecting shareholder voting rights may be among our most important tools.

B. Rationalizing Management and Shareholder Concerns. C&S seeks to ensure that the interests of a company’s management and board are aligned with those of the company’s shareholders. In this respect, compensation must be structured to reward the creation of shareholder value.

C. Shareholder Communication. Since companies are owned by their shareholders, C&S seeks to ensure that management effectively communicates with its owners about the company’s business operations and financial performance. It is only with effective communication that shareholders will be able to assess the performance of management and to make informed decisions on when to buy, sell or hold a company’s securities.

II.

General Principles

In exercising voting rights, C&S shall conduct itself in accordance with the general principles set forth below.

1. The ability to exercise a voting right with respect to a security is a valuable right and, therefore, must be viewed as part of the asset itself.

2. In exercising voting rights, C&S shall engage in a careful evaluation of issues that may materially affect the rights of shareholders and the value of the security.

3. Consistent with general fiduciary principles, the exercise of voting rights shall always be conducted with reasonable care, prudence and diligence.

4. In exercising voting rights on behalf of clients, C&S shall conduct itself in the same manner as if C&S were the constructive owner of the securities.

5. To the extent reasonably possible, C&S shall participate in each shareholder voting opportunity.

6. Voting rights shall not automatically be exercised in favor of management-supported proposals.

7. C&S, and its officers and employees, shall never accept any item of value in consideration of a favorable proxy voting decision.

III.

General Guidelines

Set forth below are general guidelines that C&S shall follow in exercising proxy voting rights:

In making a proxy voting decision, C&S shall give appropriate consideration to all relevant facts and circumstances, including the value of the securities to be voted and the likely effect any vote may have on that value. Since voting rights must be exercised on the basis of an informed judgment, investigation shall be a critical initial step.

While C&S may consider the views of third parties, C&S shall never base a proxy voting decision solely on the opinion of a third party. Rather, decisions shall be based on a reasonable and good faith determination as to how best to maximize shareholder value.

Just as the decision whether to purchase or sell a security is a matter of judgment, determining whether a specific proxy resolution will increase the market value of a security is a matter of judgment as to which informed parties may differ. In determining how a proxy vote may affect the economic value of a security, C&S shall consider both short-term and long-term views about a company’s business and prospects, especially in light of our projected holding period on the stock (e.g., C&S may discount long-term views on a short-term holding).

Set forth below are guidelines as to how specific proxy voting issues shall be analyzed and assessed. While these guidelines will provide a framework for our decision making process, the mechanical application of these guidelines can never address all proxy voting decisions. When new issues arise or old issues present nuances not encountered before, C&S must be guided by its reasonable judgment to vote in a manner that C&S deems to be in the best interests of its clients.

Approval of Plans or Plan Amendments. By their nature, compensation plans must be evaluated on a case-by-case basis. As a general matter, C&S always favors compensation plans that align the interests of management and shareholders. C&S generally approves compensation plans under the following conditions:

10% Rule. The dilution effect of the newly authorized shares, plus the shares reserved for issuance in connection with all other stock related plans, generally should not exceed 10%.

Exercise Price. The minimum exercise price of stock options should be at least equal to the market price of the stock on the date of grant.

Plan Amendments. Compensation plans should not be materially amended without shareholder approval.

Non-Employee Directors. Awards to non-employee directors should not be subject to management discretion, but rather should be made under non-discretionary grants specified by the terms of the plan.

Repricing/Replacement of Underwater Options. Stock options generally should not be re-priced, and never should be re-priced without shareholder approval. In addition, companies should not issue new options, with a lower strike price, to make up for previously issued options that are substantially underwater. C&S will vote against the election of any slate of directors that, to its knowledge, has authorized a company to re-price or replace underwater options during the most recent year without shareholder approval.

Reload/Evergreen Features. We will generally vote against plans that enable the issuance of reload options and that provide an automatic share replenishment (“evergreen”) feature.

Measures to Increase Executive Long-Term Stock Ownership. We support measures to increase the long-term stock ownership by a company’s executives. These include requiring senior executives to hold a minimum amount of stock in a company (often expressed as a percentage of annual compensation), requiring stock acquired through option exercise to be held for a certain minimum amount of time, and issuing restricted stock awards instead of options. In this respect, we support the expensing of option grants because it removes the incentive of a company to issue options in lieu of restricted stock. We also support employee stock purchase plans, although we generally believe the discounted purchase price should be at least 85% of the current market price.

Vesting. Restricted stock awards normally should vest over at least a two-year period.

Other stock awards. Stock awards other than stock options and restricted stock awards should be granted in lieu of salary or a cash bonus, and the number of shares awarded should be reasonable.

While we recognize that a takeover attempt can be a significant distraction for the board and management to deal with, the simple fact is that the possibility of a corporate takeover keeps management focused on maximizing shareholder value. As a result, C&S opposes measures that are designed to prevent or obstruct corporate takeovers because they can entrench current management. The following are C&S’s guidelines on change of control issues:

Shareholder Rights Plans. C&S acknowledges that there are arguments for and against shareholder rights plans, also known as “poison pills.” Companies should put their case for rights plans to shareholders. We generally vote against any directors who, without shareholder approval, to our knowledge have instituted a new poison pill plan, extended an existing plan, or adopted a new plan upon the expiration of an existing plan during the past year.

Golden Parachutes. C&S opposes the use of accelerated employment contracts that result in cash grants of greater than three times annual compensation (salary and bonus) in the event of termination of employment following a change in control of a company. In general, the guidelines call for voting against “golden parachute” plans because they impede potential takeovers that shareholders should be free to consider. We generally withhold our votes at the next shareholder meeting for directors who to our knowledge approved golden parachutes.

Director Nominees in a Non-Contested Election – C&S generally votes in favor of management proposals on director nominees.

Director Nominees in a Contested Election – By definition, this type of board candidate or slate runs for the purpose of seeking a significant change in corporate policy or control. Therefore, the economic impact of the vote in favor of or in opposition to that director or slate must be analyzed using a higher standard normally applied to changes in control. Criteria for evaluating director nominees as a group or individually should include: performance; compensation, corporate governance provisions and takeover activity; criminal activity; attendance at meetings; investment in the company; interlocking directorships; inside, outside and independent directors; whether the chairman and CEO titles are held by the same person; number of other board seats; and other experience. It is impossible to have a general policy regarding director nominees in a contested election.

Board Composition – C&S supports the election of a board that consists of at least a majority of independent directors. We generally withhold our support for non-independent directors who serve on a company’s audit, compensation and/or nominating committees. We also generally withhold support for director candidates who have not attended a sufficient number of board or committee meetings to effectively discharge their duties as directors.

Classified Boards – Because a classified board structure prevents shareholders from electing a full slate of directors at annual meetings, C&S generally votes against classified boards. We vote in favor of shareholder proposals to declassify a board of directors unless a company’s charter or governing corporate law allows shareholders, by written consent, to remove a majority of directors at any time, with or without cause.

Barriers to Shareholder Action – We vote to support proposals that lower the barriers to shareholder action. This includes the right of shareholders to call a meeting and the right of shareholders to act by written consent.

Cumulative Voting – Having the ability to cumulate our votes for the election of directors – that is, cast more than one vote for a director about whom they feel strongly – generally increases shareholders’ rights to effect change in the management of a corporation. We generally support, therefore, proposals to adopt cumulative voting.

Ratification of Auditors – Votes generally are cast in favor of proposals to ratify an independent auditor, unless there is a reason to believe the auditing firm is no longer performing its required duties or there are exigent circumstances requiring us to vote against the approval of the recommended auditor. For example, our general policy is to vote against an independent auditor that receives more than 50% of its total fees from a company for non-audit services.

Increase Additional Common Stock – C&S’s guidelines generally call for approval of increases in authorized shares, provided that the increase is not greater than three times the number of shares outstanding and reserved for issuance (including shares reserved for stock-related plans and securities convertible into common stock, but not shares reserved for any poison pill plan).

Votes generally are cast in favor of proposals to authorize additional shares of stock except where the proposal:

1. creates a blank check preferred stock; or

2. establishes classes of stock with superior voting rights.

Blank Check Preferred Stock – Votes generally are cast in opposition to management proposals authorizing the creation of new classes of preferred stock with unspecific voting, conversion, distribution and other rights, and management proposals to increase the number of authorized blank check preferred shares. C&S may vote in favor of this type of proposal when it receives assurances to its reasonable satisfaction that (i) the preferred stock was authorized by the board for the use of legitimate capital formation purposes and not for anti-takeover purposes, and (ii) no preferred stock will be issued with voting power that is disproportionate to the economic interests of the preferred stock. These representations should be made either in the proxy statement or in a separate letter from the company to C&S.

Preemptive Rights – Votes are cast in favor of shareholder proposals restoring limited preemptive rights.

Dual Class Capitalizations – Because classes of common stock with unequal voting rights limit the rights of certain shareholders, C&S votes against adoption of a dual or multiple class capitalization structure.

E. Social Issues

C&S believes that it is the responsibility of the board and management to run a company on a daily basis. With this in mind, in the absence of unusual circumstances, we do not believe that shareholders should be involved in determining how a company should address broad social and policy issues. As a result, we generally vote against these types of proposals, which are generally initiated by shareholders, unless we believe the proposal has significant economic implications.

F. Other Situations

No set of guidelines can anticipate all situations that may arise. Our portfolio managers and analysts will be expected to analyze proxy proposals in an effort to gauge the impact of a proposal on the financial prospects of a company, and vote accordingly. These policies are intended to provide guidelines for voting. They are not, however, hard and fast rules because corporate governance issues are so varied.

C&S shall maintain a record of all voting decisions for the period required by applicable laws. In each case in which C&S votes contrary to the stated policies set forth in these guidelines, the record shall indicate the reason for such a vote.

The Investment Committee of C&S shall have responsibility for voting proxies. The Investment Committee shall appoint a designee (the “Designee”) who shall be responsible for ensuring that the Investment Committee is aware of all upcoming proxy voting opportunities. The Designee shall ensure that proxy votes are properly recorded and that the requisite information regarding each proxy voting opportunity is maintained. The General Counsel of C&S shall have overall responsibility for ensuring that C&S complies with all proxy voting requirements and procedures.

The Designee shall be responsible for recording and maintaining the following information with respect to each proxy voted by C&S:

· Name of the company

· Ticker symbol

· CUSIP number

· Shareholder meeting date

· Brief identification of each matter voted upon

· Whether the matter was proposed by management or a shareholder

· Whether C&S voted on the matter

· If C&S voted, then how C&S voted

· Whether C&S voted with or against management

The General Counsel of C&S shall be responsible for maintaining and updating these Policies and Procedures, and for maintaining any records of written client requests for proxy voting information. The General Counsel shall ensure that the Investment Committee maintains documents that were prepared by C&S and were deemed material to making a voting decision or that memorialized the basis for the decision.

C&S shall rely on the SEC’s EDGAR filing system with respect to the requirement to maintain proxy materials regarding client securities.

There may be situations in which C&S may face a conflict between its interests and those of its clients or fund shareholders. Potential conflicts are most likely to fall into three general categories:

· Business Relationships – This type of conflict would occur if C&S or an affiliate has a substantial business relationship with the company or a proponent of a proxy proposal relating to the company (such as an employee group) such that failure to vote in favor of management (or

the proponent) could harm the relationship of C&S or its affiliate with the company or proponent. In the context of C&S, this could occur if Cohen & Steers Capital Advisors, a wholly owned subsidiary of C&S (“Capital Advisors”), has a material business relationship with a company that C&S has invested in on behalf of its clients, and C&S is encouraged to vote in favor of management as an inducement to acquire or maintain the Capital Advisors relationship.

· Personal Relationships – C&S or an affiliate could have a personal relationship with other proponents of proxy proposals, participants in proxy contests, corporate directors or director nominees.

· Familial Relationships – C&S or an affiliate could have a familial relationship relating to a company (e.g., spouse or other relative who serves as a director or nominee of a public company).

The next step is to identify if a conflict is material. A material matter is one that is reasonably likely to be viewed as important by the average shareholder. Materiality will be judged under a two-step approach:

· Financial Based Materiality – C&S presumes a conflict to be non-material unless it involves at least $500,000.

· Non-Financial Based Materiality – Non-financial based materiality would impact the members of the C&S Investment Committee, who are responsible for making proxy voting decisions.

Finally, if a material conflict exists, C&S shall vote in accordance with the advice of a proxy voting service. C&S currently uses ISS to provide advice on proxy voting decisions.

The General Counsel of C&S shall have responsibility for supervising and monitoring conflicts of interest in the proxy voting process according to the following process:

1. Identifying Conflicts – The General Counsel of C&S is responsible for monitoring the relationships of Capital Advisors for purposes of C&S’s Inside Information Policies and Procedures. The General Counsel of C&S (or his designee) maintains a watch list and a restricted list. The Investment Committee is unaware of the content of the watch list and therefore it is only those companies on the restricted list, which is made known to everyone at C&S, for which potential concerns might arise. When a company is placed on the restricted list, the General Counsel of C&S (or his designee) shall promptly inquire of the Designee as to whether there is a pending proxy voting opportunity with respect to that company, and continue to inquire on a weekly basis until such time as the company is no longer included on the restricted list. When there is a proxy voting opportunity with respect to a company that has been placed on the restricted list, the General Counsel of C&S shall inform the Investment Committee that no proxy vote is to be submitted for that company until the General Counsel completes the conflicts analysis.

For purposes of monitoring personal or familial relationships, the General Counsel of C&S (or his designee) shall notify on at least an annual basis the members of the Investment Committee of their obligation to disclose any personal or familial relationships with a portfolio company that could raise potential conflict of interest concerns. Investment Committee members shall also advise the General Counsel of C&S (or his designee) if (i) there are material changes to any previously furnished information, (ii) a person with whom a personal or familial relationship exists is subsequently nominated as a director or (iii) a personal or familial relationship exists with any proponent of a proxy proposal or a participant in a proxy contest.

2. Identifying Materiality – The General Counsel of C&S (or his designee) shall be responsible for determining whether a conflict is material. He shall evaluate financial based materiality in terms of both actual and potential fees to be received. Non-financial based items impacting a member of the Investment Committee shall be presumed to be material.

3. Communication with Investment Committee; Voting of Proxy – If the General Counsel of C&S determines that the relationship between Capital Advisors and a company is financially material, he shall communicate that information to the members of the Investment Committee and instruct them, and the Designee, that C&S will vote its proxy based on the advice of ISS or other consulting firm then engaged by C&S. Any personal or familial relationship, or any other business relationship, that exists between a company and any member of the Investment Committee shall be presumed to be material, in which case C&S again will vote its proxy based on the advice of ISS or other consulting firm then engaged by C&S. The fact that a member of the Investment Committee personally owns securities issued by a company will not disqualify C&S from voting common stock issued by that company, since the member’s personal and professional interests will be aligned.

In cases in which C&S will vote its proxy based on the advice of ISS or other consulting firm then engaged by C&S, the General Counsel of C&S (or his designee) shall be responsible for ensuring that the Designee votes proxies in this manner. The General Counsel of C&S will maintain a written record of each instance when a conflict arises and how the conflict is resolved (e.g., whether the conflict is judged to be material, the basis on which the materiality is decision is made and how the proxy is voted).

Proxies relating to portfolio securities held by any Cohen & Steers Fund shall be voted in accordance with this Statement of Policies and Procedures. For this purpose, the Board of Directors of the Cohen & Steers Funds has delegated to C&S the responsibility for voting proxies on behalf of the Funds. The General Counsel of C&S shall make an annual presentation to the Board regarding this Statement of Policy and Procedures, including whether any revisions are recommended, and shall report to the Board at each regular, quarterly meeting with respect to any conflict of interest situation that arose regarding the proxy voting process.

Audit-Related Fees

All Other Fees

The chief compliance officer (CCO) of C&S (or his designee) shall conduct an annual review to assess compliance with these policies and procedures. This review will include sampling a

limited number of proxy votes during the prior year to determine if they were consistent with these policies and procedures. The results of this review will be reported to the General Counsel of C&S and the CCO of the Funds.

Any violations of these policies and procedures shall be reported to the General Counsel or CCO of C&S. If the violation relates to any Cohen & Steers Fund, the General Counsel or CCO of C&S shall report such violation to the CCO of the Funds.

Item 8. Portfolio Managers of Closed-End Investment Companies.

Information pertaining to the portfolio managers of the registrant, as of February 28, 2007, is set forth below.

William F. Scapell

· Vice President

· Portfolio manager since inception

Senior vice president of C&S. Previously,
chief strategist for preferred securities
at Merrill Lynch & Co.

Douglas R. Bond

· Vice President

· Portfolio manager since inception

Executive vice president of C&S. Previously,
first vice president for asset managers and
funds at Merrill Lynch & Co.

Each portfolio manager listed above manages other investment companies and/or investment vehicles and accounts in addition to the registrant. The following tables show, as of December 31, 2006, the number of accounts each portfolio manager managed in each of the listed categories and the total assets in the accounts managed within each category. The portfolio managers do not receive performance-based fees with respect to any of the registered investment companies, other pooled investment vehicles or other accounts that they manage.

William F. Scapell

	Number of accounts	Total assets

· Registered investment companies	9	$	11,899,254,000

· Other pooled investment vehicles	3	$	159,521,000

· Other accounts	11	$	615,832,000

Douglas R. Bond

	Number of accounts	Total assets

· Registered investment companies	1	$	504,224,000

· Other pooled investment vehicles	0	$	0

· Other accounts	0	$	0

Share Ownership. The following table indicates the dollar range of securities of the registrant owned by the registrant’s portfolio managers as of December 31, 2006:

		Dollar Range of Securities Owned

William F. Scapell		None
Douglas R. Bond		$10,001 - $50,000

Conflicts of Interest. It is possible that conflicts of interest may arise in connection with the portfolio managers’ management of the registrant’s investments on the one hand and the investments of other accounts or vehicles for which the portfolio managers are responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the registrant and the other accounts or vehicles he advises. In addition, due to differences in the investment strategies or restrictions among the registrant and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the registrant.

In some cases, another account managed by a portfolio manager may provide more revenue to C&S. While this may appear to create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities, C&S strives to ensure that portfolio managers endeavor to exercise their discretion in a manner that is equitable to all interested persons. In this regard, in the absence of specific account-related impediments (such as client-imposed restrictions or lack of available cash), it is the policy of C&S to allocate investment ideas pro rata to all accounts with the same primary investment objective.

In addition, certain of the portfolio managers may from time to time manage one or more accounts on behalf of C&S and its affiliated companies (the “CNS Accounts”). Certain securities held in the CNS Accounts also may be held in the account of the registrant or other client accounts of C&S. C&S has adopted procedures that are designed to ensure that the interests of the CNS Accounts are never placed ahead of the interests of the registrant or any other client account. In this regard, C&S will not purchase or sell a security for the CNS Accounts until C&S has completed its purchase or sale program for the registrant and any other client accounts. While it is possible that a security will be sold out of the CNS Accounts but continue to be held for the registrant or one or more other client accounts, this will occur only if C&S, acting in its

reasonable judgment and consistent with its fiduciary duties, believes this to be appropriate for, and consistent with the objectives and profile of, the registrant or other client accounts.

C&S Compensation Structure. Compensation of C&S’s portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus and (3) long-term stock-based compensation consisting generally of restricted stock units of C&S ‘s parent, CNS. C&S’s investment professionals, including the portfolio managers, also receive certain retirement, insurance and other benefits that are broadly available to all of its employees. Compensation of C&S ‘s investment professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are typically paid or put into effect in the January following the fiscal year-end of CNS.

Method to Determine Compensation. C&S compensates its portfolio managers based primarily on the scale and complexity of their portfolio responsibilities and the total return performance of funds and accounts managed by the portfolio manager versus appropriate peer groups or benchmarks. C&S uses a variety of benchmarks to evaluate the portfolio managers’ performance for compensation purposes, including the Merrill Lynch Fixed Rate Preferred Index with respect to Mr. Scapell and the S&P 1500 Utilities Index with respect to Mr. Becker. In evaluating the performance of a portfolio manager, primary emphasis is normally placed on one- and three-year performance, with secondary consideration of performance over longer periods of time. Performance is evaluated on a pre-tax and pre-expense basis. In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to risk-adjusted performance. For funds and accounts with a primary investment objective of high current income, consideration will also be given to the fund’s and account’s success in achieving this objective. For managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis. C&S does not have any funds or accounts with performance-based advisory fees. Portfolio managers are also evaluated on the basis of their success in managing their dedicated team of analysts. Base compensation for portfolio managers of C&S varies in line with the portfolio manager’s seniority and position with the firm.

The compensation of portfolio managers with other job responsibilities (such as acting as an executive officer of the firm and supervising various departments within the firm) will include consideration of the scope of such responsibilities and the portfolio managers’ performance in meeting them. C&S seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. C&S participates in investment-industry compensation surveys and utilizes survey data as a factor in determining salary, bonus and stock-based compensation levels for portfolio managers and other investment professionals. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of C&S and CNS. The overall annual cash bonus pool is based on a substantially fixed percentage of pre-bonus operating income. While the salaries of C&S’s portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors as described herein. For a high performing portfolio manager, cash bonuses and stock-based compensation generally are a substantial portion of total compensation.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11. Controls and Procedures.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, based upon such officers’ evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(b) There were no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) Not applicable.

(a) (2) Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940.

(b) Certifications of chief executive officer and chief financial officer as required by Rule 30a- 2(b) under the Investment Company Act of 1940.

EXHIBIT 99.CERT

EXHIBIT 12 (a)(2)

RULE 30a-2(a) CERTIFICATIONS

I, Adam M. Derechin, certify that:

1. I have reviewed this report on Form N-CSR of Cohen & Steers Closed-End Opportunity Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2007


	/s/ Adam M. Derechin
	Adam M. Derechin
	Principal Executive Officer

EXHIBIT 12 (a)(2)

RULE 30a-2(a) CERTIFICATIONS

I, James Giallanza, certify that:

1. I have reviewed this report on Form N-CSR of Cohen & Steers Closed-End Opportunity Fund, Inc.;

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period

covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2007


	/s/ James Giallanza
	James Giallanza
	Principal Financial Officer

Investment Company Act file number			811-21948

Cohen & Steers Closed-End Opportunity Fund, Inc.
(Exact name of registrant as specified in charter)

280 Park Avenue, New York, NY					10017
(Address of principal executive offices)					(Zip code)

Adam M. Derechin Cohen & Steers Capital Management, Inc. 280 Park Avenue New York, New York 10017
(Name and address of agent for service)

Registrant’s telephone number, including area code:				(212) 832-3232

Date of fiscal year end:	December 31

Date of reporting period:		December 31, 2006

	11/24/06 (commencement of operations) through 12/31/06
Cohen & Steers Closed-End Opportunity Fund at Market Value^a		2.97	%
Cohen & Steers Closed-End Opportunity Fund at Net Asset Value^a		1.78	%
S&P 500 Index^b		1.45	%
Lehman Brothers Aggregate Bond Index^b		-0.09	%



MARTIN COHEN				ROBERT H. STEERS

Co-chairman				Co-chairman



DOUGLAS R. BOND				WILLIAM F. SCAPELL

Portfolio Manager				Portfolio Manager

Security	Market Value		% of Net Assets
NFJ Dividend Interest & Premium Strategy Fund	$	13,451,090		2.7	%
Calamos Strategic Total Return Fund		11,428,148		2.3
BlackRock Global Energy and Resources Trust		10,269,545		2.0
John Hancock Tax-Advantaged Dividend Income Fund		10,015,728		2.0
Eaton Vance Tax-Managed Global Buy Right Opportunities Fund		9,483,344		1.9
Gabelli Dividend & Income Trust		8,008,310		1.6
ING Clarion Global Real Estate Income Fund		7,475,572		1.5
LMP Capital and Income Fund, Inc.		6,886,575		1.4
DWS RREEF Real Estate Fund II		6,734,952		1.3
Western Asset High Income Fund II		6,679,507		1.3

			Number of Shares		Value
CLOSED-END FUNDS	53.3	%
BALANCED	2.2	%
BlackRock Capital and Income Strategies Fund				151,200	$	3,085,992
LMP Capital and Income Fund				361,500		6,886,575
TS&W/Claymore Tax-Advantaged Balanced Fund				77,200		1,217,444
						11,190,011
CONVERTIBLE	0.6	%
Advent Claymore Convertible Securities and Income Fund				100,500		2,842,140
COVERED CALL	12.1	%
Advent Claymore Enhanced Growth & Income Fund				203,700		3,941,595
Eaton Vance Enhanced Equity Income Fund				237,200		4,974,084
Eaton Vance Enhanced Equity Income Fund II				169,300		3,497,738
Eaton Vance Tax-Managed Buy-Write Income Fund				161,200		3,401,320
Eaton Vance Tax-Managed Buy-Write Opportunities Fund				290,000		5,907,300
Eaton Vance Tax-Managed Global Buy Right Opportunities Fund				466,700		9,483,344
ING Global Advantage and Premium Opportunity Fund				228,431		5,030,051
Madison/Claymore Covered Call Fund				34,800		525,828
NFJ Dividend Interest & Premium Strategy Fund				535,900		13,451,090
Nuveen Equity Premium and Growth Fund				213,700		4,141,506
Nuveen Equity Premium Income Fund				344,160		6,614,755
						60,968,611
ENERGY	4.9	%
BlackRock Global Energy and Resources Trust				372,625		10,269,545
BlackRock Real Asset Equity Trust				247,200		3,683,280
Energy Income and Growth Fund				74,500		1,892,300
Fiduciary/Claymore MLP Opportunity Fund				107,200		2,433,440
Kayne Anderson Energy Total Return Fund				247,979		6,435,055
						24,713,620
EQUITY DIVIDEND	1.1	%
Liberty All-Star Equity Fund				176,700		1,464,843
Neuberger Berman Dividend Advantage Fund				165,700		3,902,235
						5,367,078

			Number of Shares		Value
EQUITY NON-DIVIDEND	0.4	%
DWS Global Commodities Stock Fund				58,900	$	928,264
First Trust Value Line 100 Fund				69,400		1,016,016
						1,944,280
FINANCIAL	1.2	%
John Hancock Bank and Thrift Opportunity Fund				611,600		6,158,812
HEALTHCARE	0.2	%
BlackRock Health Sciences Trust				37,500		1,014,750
HIGH YIELD	4.5	%
BlackRock Corporate High Yield Fund				197,500		1,653,075
BlackRock Corporate High Yield Fund VI				268,100		3,530,877
Neuberger Berman Income Opportunity Fund				150,100		2,664,275
Western Asset Global High Income Fund				286,400		3,874,992
Western Asset High Income Fund II				602,300		6,679,507
Western Asset High Income Opportunities Fund				351,000		2,369,250
Western Asset Managed High Income Fund				294,900		1,990,575
						22,762,551
LIMITED DURATION	2.0	%
BlackRock Limited Duration Income Trust				226,700		4,295,965
Eaton Vance Limited Duration Income Fund				331,100		5,930,001
						10,225,966
PREFERRED	2.4	%
BlackRock Preferred Income Strategies Fund				165,000		3,337,950
Flaherty & Crumrine/Claymore Preferred Securities Income Fund				243,900		5,221,899
John Hancock Preferred Income Fund II				19,400		492,760
John Hancock Preferred Income Fund III				142,300		3,188,943
						12,241,552

			Number of Shares		Value
REAL ESTATE	7.0	%
AIM Select Real Estate Income Fund				70,000	$	1,166,900
Dividend Capital Realty Income Allocation Fund				88,300		1,433,992
DWS RREEF Real Estate Fund				164,571		4,148,835
DWS RREEF Real Estate Fund II				348,600		6,734,952
ING Clarion Global Real Estate Income Fund				302,900		7,475,572
ING Clarion Real Estate Income Fund				179,700		3,635,331
LMP Real Estate Income Fund				117,000		2,531,880
Neuberger Berman Real Estate Securities Income Fund				314,500		5,742,770
Neuberger Berman Realty Income Fund				108,800		2,634,048
						35,504,280
TAX ADVANTAGED DIVIDEND	8.7	%
BlackRock Dividend Achievers Trust				308,100		4,655,391
BlackRock Strategic Dividend Achievers Trust				367,000		5,677,490
Dreman/Claymore Dividend & Income Fund				161,700		3,715,866
Eaton Vance Tax-Advantaged Dividend Income Fund				120,800		3,366,696
Eaton Vance Tax-Advantaged Global Dividend Income Fund				248,500		6,421,240
Eaton Vance Tax-Advantaged Global Dividend Opportunities Fund				60,000		1,875,600
Gabelli Dividend & Income Trust				373,000		8,008,310
John Hancock Tax-Advantaged Dividend Income Fund				492,900		10,015,728
						43,736,321
TOTAL RETURN	4.3	%
Calamos Strategic Total Return Fund				730,700		11,428,148
Clough Global Allocation Fund				21,700		480,004
Clough Global Equity Fund				91,900		1,946,442
Clough Global Opportunities Fund				198,900		3,614,013
SunAmerica Focused Alpha Growth Fund				211,300		4,171,062
						21,639,669

			Number of Shares		Value
UTILITY	1.7	%
Macquarie Global Infrastructure Total Return Fund				114,600	$	3,136,602
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund				52,200		1,332,144
Reaves Utility Income Trust				168,800		4,073,144
						8,541,890
TOTAL CLOSED-END FUNDS (Identified cost—$264,659,596)						268,851,531
			Principal Amount
COMMERCIAL PAPER	49.0	%
Federal Home Loan Bank Discount Notes, 4.07%, due 1/2/07			$	145,904,000		145,887,505
General Electric Capital Corp., 4.15%, due 1/2/07				1,237,000		1,236,857
New Center Asset Trust, 4.15%, due 1/2/07				50,000,000		49,994,236
San Paolo U.S. Finance Co., 4.15%, due 1/2/07				50,000,000		49,994,236
TOTAL COMMERCIAL PAPER (Identified cost—$247,112,834)						247,112,834
TOTAL INVESTMENTS (Identified cost—$511,772,430)	102.3	%				515,964,365
LIABILITIES IN EXCESS OF OTHER ASSETS	(2.3	)%				(11,499,662	)
NET ASSETS (Equivalent to $19.58 per share based on 25,767,536 shares of common stock outstanding)	100.0	%			$	504,464,703

ASSETS:
Investments in securities, at value (Identified cost—$511,772,430)	$	515,964,365
Cash		1,861,757
Dividends receivable		2,627,801
Total Assets		520,453,923
LIABILITIES:
Payable for investment securities purchased		14,772,120
Payable for offering costs		839,207
Payable to investment manager		374,378
Other liabilities		3,515
Total Liabilities		15,989,220
NET ASSETS applicable to 25,767,536 shares of $0.001 par value common stock outstanding	$	504,464,703
NET ASSETS consist of:
Paid-in capital	$	498,862,426
Undistributed net realized gain on investments		1,410,342
Net unrealized appreciation on investments		4,191,935
	$	504,464,703
NET ASSET VALUE PER SHARE:
($504,464,703 ÷ 25,767,536 shares outstanding)	$	19.58
MARKET PRICE PER SHARE	$	20.42
MARKET PRICE PREMIUM TO NET ASSET VALUE PER SHARE		4.29	%

Investment Income:
Dividend income	$	2,595,820
Interest income		1,397,718
Total Income		3,993,538
Expenses:
Investment management fees		471,302
Directors' fees and expenses		12,324
Registration and filing fees		3,423
Miscellaneous		206
Total Expenses		487,255
Reduction of Expenses		(15,953	)
Net Expenses		471,302
Net Investment Income		3,522,236
Net Realized and Unrealized Gain on Investments:
Capital gain distributions received		2,086,212
Net change in unrealized appreciation on investments		4,191,935
Net realized and unrealized gain on investments		6,278,147
Net Increase in Net Assets Resulting from Operations	$	9,800,383

	For the Period November 24, 2006^athrough December 31, 2006
Change in Net Assets:
From Operations:
Net investment income	$	3,522,236
Capital gain distributions received		2,086,212
Net change in unrealized appreciation on investments		4,191,935
Net increase in net assets resulting from operations		9,800,383
Dividends and Distributions to Shareholders from:
Net investment income		(3,958,430	)
Net realized gain on investments		(239,676	)
Total dividends and distributions to shareholders		(4,198,106	)
Capital Stock Transactions:
Increase in net assets from common share transactions		498,520,000
Increase in net assets from shares issued to common shareholders for reinvestment of dividends		240,576
Net increase in net assets from capital stock transactions		498,760,576
Total increase in net assets		504,362,853
Net Assets:
Beginning of period		101,850
End of period	$	504,464,703

Per Share Operating Performance:	For the Period November 24, 2006^athrough December 31, 2006
Net asset value, beginning of period	$	19.40
Income from investment operations:
Net investment income		0.15
Net realized and unrealized gain on investments		0.25
Total income from investment operations		0.40
Less dividends and distributions to shareholders from:
Net investment income		(0.15	)
Net realized gain on investments		(0.01	)
Total from dividends and distributions to shareholders		(0.16	)
Offering costs charged to paid-in capital		(0.04	)
Dilutive effect of common share offering		(0.02	)
Net increase in net assets		0.18
Net asset value, end of period	$	19.58
Market value, end of period	$	20.42
Net asset value total return^b		1.78	%^c
Market value return^b		2.97	%^c
Ratios/Supplemental Data:
Net assets, end of period (in millions)	$	504.5
Ratio of expenses to average daily net assets (before expense reduction)		0.98	%^d
Ratio of expenses to average daily net assets (net of expense reduction)		0.95	%^d
Ratio of net investment income to average daily net assets (before expense reduction)		7.07	%^d
Ratio of net investment income to average daily net assets (net of expense reduction)		7.10	%^d
Portfolio turnover rate		0	%

	For the Period November 24, 2006^a through December 31, 2006
Ordinary income	$	3,958,430
Long-term capital gains		239,676
Total dividends and distributions	$	4,198,106

Gross unrealized appreciation	$	5,479,625
Gross unrealized depreciation		(1,287,690	)
Net unrealized appreciation	$	4,191,935
Undistributed long-term capital gains	$	1,410,342
Cost for federal income tax purposes	$	511,772,430

Based on Net Asset Value Since Inception (11/24/06)				Based on Market Value Since Inception (11/24/06)
	1.78	%			2.97	%

By:	/s/ Adam M. Derechin
	Name: Adam M. Derechin
	Title: President and Chief Executive Officer

Date: February 28, 2007

By:	/s/ Adam M. Derechin
	Name:	Adam M. Derechin
	Title:	President and Chief Executive Officer
		(principal executive officer)

By:	/s/ James Giallanza
	Name:	James Giallanza
	Title:	Treasurer
		(principal financial officer)


Date: February 28, 2007