INTERNAL CONTROL RPT

Report of Independent Registered Public
Accounting Firm

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

In planning and performing our audit of the financial
statements of Cohen & Steers Closed-End Opportunity
Fund, Inc. (the "Fund") as of and for the year ended
December 31, 2020, in accordance with the standards of
the Public Company Accounting Oversight Board (United
States) (PCAOB), we considered the Fund's internal
control over financial reporting, including controls over
safeguarding securities, as a basis for designing our
auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with
the requirements of Form N-CEN, but not for the
purpose of expressing an opinion on the effectiveness of
the Fund's internal control over financial reporting.
Accordingly, we do not express an opinion on the
effectiveness of the Fund's internal control over financial
reporting.

The management of the Fund is responsible for
establishing and maintaining effective internal control
over financial reporting. In fulfilling this responsibility,
estimates and judgments by management are required to
assess the expected benefits and related costs of controls.
A company's internal control over financial reporting is a
process designed 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. A company's internal control over financial
reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements
in accordance with generally accepted accounting
principles, and that receipts and expenditures of the
company are being made only in accordance with
authorizations of management and directors of the
company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized
acquisition, use or disposition of a company's assets that
could have a material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in
conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

A deficiency in internal control over financial reporting
exists when the design or operation of a control does not
allow management or employees, in the normal course of
performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a
deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the
company's annual or interim financial statements will
not be prevented or detected on a timely basis.

Our consideration of the Fund's internal control over
financial reporting was for the limited purpose described
in the first paragraph and would not necessarily disclose
all deficiencies in internal control over financial reporting
that might be material weaknesses under standards
established by the PCAOB. However, we noted no
deficiencies in the Fund's internal control over financial
reporting and its operation, including controls over
safeguarding securities, that we consider to be a material
weakness as defined above as of December 31, 2020.

This report is intended solely for the information and use
of the Board of Directors of Cohen & Steers Closed-End
Opportunity Fund, Inc. and the Securities and Exchange
Commission and is not intended to be and should not be
used by anyone other than these specified parties.


/s/PricewaterhouseCoopers LLP
New York, New York
February 26, 2021

ITEM 405 REG S-K

Exhibit G.1.b.iv


COHEN & STEERS CLOSED-END
OPPORTUNITY FUND, INC.

Section 16(a) Beneficial Ownership
Compliance

Section 16(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"),
and Section 30(h) of the Investment
Company Act of 1940 (the "Act"), as
applied to the Fund, require certain of the
Fund's Directors, officers, the Investment
Advisor, affiliates of the Investment
Advisor, and persons who beneficially own
more than 10% of a class of the Fund's
outstanding securities to file reports of their
affiliation with the Fund, ownership of the
Fund's securities and changes in such
ownership with the Securities and Exchange
Commission ("SEC") and the NYSE. Those
persons are required by SEC regulations to
furnish the Fund with copies of all Section
16(a) form filings. To the Fund's
knowledge, all such persons complied with
all filing requirements under Section 16(a)
of the Exchange Act and Section 30(h) of
the Act during its fiscal year ended
December 31, 2020, except a Form 5 was
filed on behalf of Douglas Bond to report a
transfer of beneficial ownership in his shares
of the Fund, which was not timely reported
on a Form 4.