SecProbe.io

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 COHEN & STEERS REAL ESTATE OPPORTUNITIES AND INCOME FUND
 1166 Avenue of the Americas, 30 th Floor
 New York, New York 10036
 June 2, 2025 VIA EDGAR
 Jeffrey Long Division of Investment Management
 U.S. Securities and Exchange Commission 100 F Street N.E.
 Washington, DC 20549 Re:   Sarbanes-Oxley Review of
Cohen & Steers Real Estate Opportunities and Income Fund (Investment Company Act File Number 811-23720)
 Dear Mr. Long: Thank you for your
telephonic comments provided on May 6, 2025 regarding your review of the annual Form N-CSR filing and related website disclosures of the above-mentioned fund (the “Fund”). Your comments are
summarized below to the best of our understanding, followed by the Fund’s responses.

  1.
 Commen t: The Fund’s financial highlights contained in its Form
 N-CSR and its website disclose the ratio of expenses to average daily managed assets. Please consider removing this disclosure because this ratio is not actually borne by the Fund’s shareholders.
 Response : We respectfully acknowledge this comment and while we believe that this ratio is relevant to
shareholders because it shows the ratio of expenses to the measure of the Fund’s assets that is used to calculate the amount of the Fund’s investment advisory fee, we will remove it.

  2.
 Comment : The Fund’s website lists the managed expense ratio before the common expense ratio. The
common expense ratio should be given greater prominence because it better reflects the expenses that are actually borne by the Fund’s shareholders.
 Response : We will update the Fund’s website so that the common expense ratio is disclosed before the managed expense ratio.

  3.
 Comment : The Fund’s asset coverage ratio appears to be below 300%. Please confirm supplementally
that the Fund is in compliance with Section 18 of the Investment Company Act of 1940, as amended (the “1940 Act”), and whether the Fund declared any dividends when the asset coverage ratio was below 300% in violation of
Section 18(a)(1)(B) of the 1940 Act. Response : We note that the Fund’s leverage consists exclusively
of a privately arranged bank loan and therefore, under Section 18(g) of the 1940 Act, is not considered a “senior security” for the purposes of Sections 18(a)(1)(B) and (C) of the 1940 Act. The Fund confirms that it had an asset
coverage ratio of at least 300% immediately after the loan was made as required by Section 18(a)(1)(A) of the 1940 Act.

  4.
 Comment : Based on the Schedule of Investments included in the Fund’s Form N-CSR, it appears that the Fund’s portfolio was diversified as of December 31, 2024. Because the Fund is a non-diversified company, it will become a diversified
company if it operates as a diversified company for three years and will not be able to change its status to that of a non-diversified company without a shareholder vote.
 Response : We respectfully acknowledge this comment and note that that the Fund continues to be a
 non-diversified company. We acknowledge that, if the Fund were to operate as a diversified company for three years, it will become a diversified company and will not be able to revert to non-diversified status without a shareholder vote.
 *   *   *   *   *
 Should members of the Staff have any questions or comments regarding the responses herein, they should call the undersigned at 212.796.9391.

 Very truly yours,

 /s/ Albert Laskaj

 Albert Laskaj

 Chief Financial Officer

 cc:

 Dana DeVivo, Cohen & Steers

 Francis Poli, Cohen & Steers

 Adam Derechin, Cohen & Steers

 James Giallanza, Cohen & Steers

 Stephen Murphy, Cohen & Steers

 Michael Doherty, Ropes & Gray LLP

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 COHEN & STEERS REAL ESTATE OPPORTUNITIES AND INCOME FUND

280 Park Avenue, 10th Floor

New York, New York 10017

January 13, 2022

 VIA EDGAR

 Ms. Christina Fettig

 Senior Staff Accountant

 Division of Investment Management

 U.S. Securities and
Exchange Commission

 100 F Street N.E.

 Washington, DC 20549

Re:
 Cohen & Steers Real Estate Opportunities and Income Fund

Registration Statement on Form N-2

File Numbers: 333-258180; 811-23720

Dear Ms. Fettig:

 Thank you for your oral
comments provided on November 9, 2021 and December 13, 2021 regarding your review of the registration statement on Form N-2 for the Cohen & Steers Real Estate Opportunities and Income Fund
(the “Fund”). Your oral comments are summarized below to the best of our understanding, followed by the Fund’s responses.

1.
 Comment: Regarding your recent letter to the Staff dated October 15, 2021 (the “Response
Letter”), in response 9, you stated “because the Fund will primarily control the REIT Subsidiary …. it expects that it will consolidate the financial statements of the REIT Subsidiary with those of the Fund.” Please modify your
response to state that the Fund will consolidate.

 Response: To the extent the Fund will have a REIT Subsidiary
because the Fund will primarily control the REIT Subsidiary and conduct a portion of its investment activities through the REIT Subsidiary, the financial statements of the REIT Subsidiary will be consolidated with those of the Fund.

2.
 Comment: In response 11 of the Response Letter, you reference an “operating partner” and the
fact that the operating partner, and not the Fund, is expected to primarily control each joint venture. Please explain whether the operating partner will in any way be affiliated with the Fund.

Response: To the extent the Fund invests in a real estate joint venture with an operating partner, such operating partners will be
third-party real estate companies that are not affiliated with the Fund or with Cohen & Steers Capital Management, Inc., the Fund’s Investment Manager.

3.
 Comment: On page 128 of the Fund’s most recent registration statement, you state that “[t]he
operating partner will be responsible (subject to oversight by the Investment Manager) for maintaining the joint venture’s official books and records.” Please explain how this relates to who has control of the joint venture.

 Response: To the extent the Fund enters into any joint venture, the operating partner
will be responsible for maintaining the joint venture’s official books and records, reflecting the fact that the operating partner, and not the Investment Manager, will primarily control the joint venture and be responsible for the day-to-day management and operations of the joint venture.

4.
 Comment: Please confirm that the joint venture investments will be marked as affiliated or controlled in
the Fund’s financial statements.

 Response: To the extent there are any joint venture investments, the Fund
confirms that such joint venture investments will be marked as affiliated or controlled in the Fund’s financial statements, as applicable.

5.
 Comment: Please confirm that you will evaluate the joint venture investments for significant
unconsolidated subsidiary disclosure.

 Response: To the extent there are any joint venture investments, the Fund
confirms that it will evaluate unconsolidated joint venture investments utilizing the “Significant Subsidiary” test in Rule 1-02(w) of Regulation S-X when
assessing if summarized financial information or separate financial statements of unconsolidated joint venture investments are required to be included in the Fund’s financial statements pursuant to Rule
3-09 and Rule 4-08(g) of Regulation S-X.

6.
 Comment: There is guidance from the AICPA’s May 20, 2014 expert panel meeting that addresses
additional disclosures that the SEC typically asks for relating to joint ventures. Such guidance asks for (i) a schedule of investments of the joint venture that complies with Article 12 of Regulation
S-X, and (ii) summarized financial information about the joint venture. In such expert panel minutes, the SEC has taken the position that even if a registrant has not met the 10% threshold described in
Sections 3-09 or 4-08(g) of Regulation S-X, such registrant must comply with the disclosure requirements of Sections 3-09 or 4-08(g) of Regulation S-X for transparency purposes. Accordingly, please confirm that such information will be included in the
Fund’s financial statements.

 Response: To the extent there are any joint venture investments, the Fund will
include the requested summarized financial information for a joint venture and, if necessary, for a more meaningful presentation, a brief narrative of the business and operations of each unconsolidated joint venture investment for the Fund.

7.
 Comment: The Fund’s most recent registration statement makes reference to the expenses of the joint
venture. Please explain how such expenses will be presented in the fee table for the Fund; will such expenses appear in the acquired fund fees and expenses line? Earlier in 2021, there was a registrant, KKR Real Estate Select Trust, Investment
Company Act file number 811-23575 (“KREST”). KREST’s fee table had a line item for property level expenses. Please review KREST’s filing and let us know if the Fund will have similar type
expenses.

 Response: The Fund respectfully submits that it would not include the expenses of its real estate
joint ventures (if any) in a separate line item to the fee table for the Fund. Similar to KREST, the Fund believes that any real estate joint ventures in which the Fund would invest,

which would invest in operating real estate rather than securities, would not fall under the definition of “acquired fund” as defined in Item 3 of Form
N-2 because they will not be “investment companies” under Section 3(a) of the Investment Company Act. However, even if a joint venture meets the definition of “investment company”
under Section 3(a) of the “Investment Company Act,” the joint venture is expected to be excepted from such definition by Section 3(c)(5)(C) of the Investment Company Act, not Sections 3(c)(1) or 3(c)(7). The Fund acknowledges
that if a joint venture is an “acquired fund” for purposes of Item 3 of Form N-2, it will comply with the disclosure requirements for “acquired fund fees and expenses.” Although the Fund
does not believe it is required, for the reasons explained above, in the event that the Fund makes joint venture investments, the Fund will include a footnote to its fee table along the lines of the following: “To the extent the Fund incurs
fees and expenses related to property management by its consolidated subsidiaries, it will include such fees and expenses here or in a separate line item to this fee table.”

*    *    *    *    *

Should members of the Staff have any questions or comments regarding the Amendment, they should call the undersigned at 212.796.9391.

Very truly yours,

 /s/ Albert Laskaj

Albert Laskaj

Treasurer and Chief Financial Officer

cc:
 Dana DeVivo, Cohen & Steers

Adam Derechin, Cohen & Steers

James Giallanza, Cohen & Steers

Michael Doherty, Ropes & Gray LLP

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 COHEN & STEERS REAL ESTATE OPPORTUNITIES INCOME FUND

280 Park Avenue, 10th Floor

New York, New York 10017

October 15, 2021

 VIA EDGAR

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Attention: Jeffrey A. Foor, Senior Counsel

Re:
 Cohen & Steers Real Estate Opportunities Income Fund

Registration Statement on Form N-2

File Numbers: 333-258180; 811-23720

Dear Mr. Foor,

 On
behalf of Cohen & Steers Real Estate Opportunities Income Fund (the “Fund”), transmitted for filing under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (the “Investment Company
Act”), is Pre-Effective Amendment No. 1 (the “Amendment”) to the Fund’s Registration Statement on Form N-2 filed with the Securities and
Exchange Commission (the “Commission”) on July 26, 2021 (the “Registration Statement”).

 The Amendment is
marked to show changes made in response to comments of the Commission’s staff (the “Staff”) on the Registration Statement that were provided to Ms. Dana A. DeVivo, Esq., Senior Vice President and Associate General Counsel of
Cohen & Steers Capital Management, Inc., by Mr. Jeffrey A. Foor of the Staff in a letter dated August 26, 2021. For the convenience of the Staff, written comments have been restated below in their entirety. The Fund’s
response follows each comment. References in the responses to the Fund’s prospectus (the “Prospectus”) or statement of additional information are to those filed as part of the Amendment. Capitalized terms used but not defined herein
have the meanings assigned to them in the Amendment. Certain other stylistic and clarifying changes have been made in the Amendment.

 GENERAL

1.
 Staff Comment: Please confirm in your response letter that FINRA has reviewed the proposed
underwriting terms and arrangements for the transactions described in the registration statement, including the amount of compensation to be allowed or paid to the underwriters and any other arrangements among the Fund, the underwriter, and other
broker dealers participating in the distribution, and that FINRA has issued a statement expressing no objections to the compensation and other arrangements.

Response: The Fund has not yet obtained FINRA approval of the underwriting terms and arrangements of the Fund’s
offering, but will do so prior to the effective date of the Registration Statement.

2.
 Staff Comment: Tell us if you have presented any test-the-waters materials to potential investors in connection with this offering. If so, please provide us with copies of such materials.

(See, Rule 163B under the Securities Act of 1933 (“Securities Act”)).

Response: The Fund confirms that it has not provided
test-the-waters materials to potential investors in connection with this offering and does not intend to do so.

3.
 Staff Comment: The version of Form N-2 submitted by the
Fund is no longer valid. Form N-2 has been revised to reflect recent amendments adopted by the Securities and Exchange Commission. For the Fund’s pre-effective
amendment(s), please use the revised Form N-2.

Response: The Fund has revised the cover page in response to this comment.

Cover Page

4.
 Staff Comment: The cover page appears to be several pages long. Please consider revising the
disclosure so that it does not exceed two pages.

 Response: The Fund has significantly
shortened the cover page.

5.
 Staff Comment: As discussed under the heading Investment Portfolio, please disclose the maturity
strategy of the Fund’s investment in debt instruments.

 Response: The Fund has revised the
relevant disclosure to clarify that the Fund may invest in preferred and debt securities of any maturity.

 PROSPECTUS

Limited Term and Eligible Tender Offer

6.
 Staff Comment: Please confirm to the staff that the Fund will comply with Rule 13e-3 under the Exchange Act in connection with any Eligible Tender Offer, if the Eligible Tender Offer will cause the common shares to be delisted or eligible for termination of registration under the Exchange Act,
or cause reporting obligations with respect to such class to become eligible for termination.

Response: The Fund respectfully confirms that in the event of an Eligible Tender Offer, the Fund would either
(i) complete the tender offer and, subject to Board approval, continue as a perpetual fund or (ii) cancel the tender offer and liquidate, neither of which would be considered a “Rule 13e-3
transaction” as such term is defined in Rule 13e-3 under the Exchange Act. The Fund confirms that it will comply with the requirements of Rule 13e-3 in connection
with any transaction to the extent Rule 13e-3 applies to such transaction.

 Private Real
Estate

7.
 Staff Comment: On page 6, the prospectus states, “The Investment Manager believes that the
REIT Subsidiary offers an efficient vehicle for investing in private real estate.... By investing through the REIT Subsidiary, the Investment Manager will have greater access to these investments, allowing it to construct a diversified portfolio of
private and public real estate.” In the prospectus, please disclose any disadvantages for investing through REIT subsidiaries.

Response: The Fund respectfully submits that the disadvantages of investing through the REIT

Subsidiary are adequately disclosed in the Fund’s prospectus. See, for example, “REIT Subsidiary Risk,” “REIT Risk” and “Real Estate Market Risk” in the
prospectus. However, in response to the Staff Comment, the Fund has added a cross reference to “REIT Subsidiary Risk” in this section.

Leverage

8.
 Staff Comment: Confirm to the staff that the Fund does not intend to issue preferred shares within
one year from the effective date of the registration statement.

 Response: The Fund so
confirms. The Fund notes that in order to meet the 100-shareholder test necessary to qualify as a REIT under the Internal Revenue Code, the REIT Subsidiary intends to issue preferred shares within one year of
the effective date of the Fund’s registration statement to approximately 100 to 125 preferred shareholders who will be qualified purchasers. The value of these preferred shares is expected to be nominal in relation to the value of the REIT
Subsidiary generally and of the Fund as a whole.

 Investment Policies

9.
 Staff Comment: Please provide the Staff with a consolidation analysis related to the REIT
subsidiaries. We may have further questions related to the consolidation analysis. In your response, please state whether the investments in the REIT subsidiaries will be limited to a percentage of the fund’s assets.

Response: The Fund expects that it will invest no more than 25% of its Managed Assets through the REIT Subsidiary.
The REIT Subsidiary is expected to be a “wholly-owned subsidiary” of the Fund within the meaning of Section 2(a)(43) of the Investment Company Act because the Fund will own all of the REIT Subsidiary’s securities except for
preferred shares issued to approximately 125 preferred shareholders, as discussed in the response to Comment 8 above. Because the Fund will primarily control the REIT Subsidiary and conduct a portion of its investment activities through the REIT
Subsidiary, it expects that it will consolidate the financial statements of the REIT Subsidiary with those of the Fund.

10.
 Staff Comment: Please revise the disclosure, for example on page 4, to clarify whether the
fund’s REIT subsidiaries will be wholly-owned or will the fund own or control a lesser percentage.

Response: The Fund currently expects that any REIT Subsidiary will be wholly owned by the Fund (notwithstanding the
nominal issuances of preferred shares as noted above in response to Comment 8) and has revised the disclosure accordingly.

11.
 Staff Comment: Page 4 disclosure states, “The Fund expects that many of its private real
estate investments will consist of real estate joint ventures where the Fund (generally through the REIT Subsidiary) partners with a real estate operator. These investments may include retail, office, hotel, healthcare, multifamily residential,
industrial and other properties.”

 Please explain the ownership structure of such joint ventures
and whether the Fund, through the REIT Subsidiary, will have control over such real estate joint ventures. Please note, for any subsidiary, or joint venture, that the fund primarily controls and through which the fund

conducts its investments activities, the fund must treat the subsidiary’s debt as its own under Section 18. The Fund’s disclosure should be revised accordingly.

Response: The Fund’s investments in real estate joint ventures are expected to be structured as limited
liability companies or similar organizations. A real estate operating company (an “Operating Partner”) will serve as the managing member or general partner of the joint venture and will have a minority economic position, while the Fund
(through its REIT Subsidiary) will be a non-managing member or a limited partner and will own a majority economic position. Although the precise parameters of each joint venture investment will vary, it is
expected that the limited liability company agreement or similar agreement of the investment will vest daily management responsibilities of the real estate joint ventures in the Operating Partner, and not the Fund. The applicable Operating Partner,
and not the Fund, is expected to primarily control each joint venture, although the Fund will seek customary protective consent rights over material decisions affecting the joint venture and its investors, such as the sale of the underlying
property, addition of new members and arrangements involving affiliates of the Operating Partner. These rights are generally “reactive” in that they do not give the Fund the right to make these major decisions, only to consent to certain
of them. Similarly, although the Fund will gain investment exposure to private real estate by investing in real estate joint ventures, because of its lack of operational management and control over the joint ventures and the real estate held by the
joint ventures and its reliance on the Operating Partner, it should be considered to be making an investment in the joint venture and not to be conducting its investment activities “through” the joint ventures.

The Fund respectfully submits that whether it is required to consolidate a direct or indirect subsidiary under generally
accepted accounting principles in the United States (“GAAP”) should inform whether the Fund consolidates leverage with such subsidiary. Under GAAP and Regulation S-X, the Fund, as a registered
investment company, would not consolidate an operating entity such as a real estate joint venture on its financial statements unless the operating entity (i) provides substantial services to the Fund and (ii) is controlled by the Fund. In
all other cases, GAAP would require that the Fund treat the operating entity as a portfolio company and carry the investment at fair value. The Fund does not believe that its investments in real estate joint ventures will meet these requirements,
and therefore believes that the real estate joint ventures should not be consolidated with the Fund and the Fund’s investments in real estate joint ventures should be carried as investments at fair value on the Fund’s financial statements.
In such case, the Fund would not treat the joint venture’s debt as debt of the Fund for purposes of Section 18 of the Investment Company Act.

Investment Strategies

12.
 Staff Comment: We note disclosure, including on page 6, that ESG factors are considered in
evaluating Public Real Estate and Preferred Securities and Debt Securities. Please disclose in the Prospectus the Fund’s definition of ESG and its specific ESG area(s) of consideration, if any. In addition, please describe the criteria it uses
in determining what issuers it considers to have ESG characteristics, consistent with its chosen ESG definition/focus.

Response: The Fund has revised the relevant disclosure as follows:

Public Real Estate. The Investment Manager adheres to a bottom-up, relative
value investment process when selecting publicly traded real estate securities. To guide the

portfolio construction process, the Investment Manager utilizes a proprietary valuation model that quantifies relative valuation of real estate securities based on
price-to-net asset value (“NAV”), cash flow multiple/growth ratios and a dividend discount model (“DDM”). Analysts incorporate both quantitative and
qualitative analysis in their NAV, cash flow, growth and DDM estimates. The company research process includes an evaluation of the commercial real estate supply and demand dynamics, management, strategy, property quality, financial
strength, and corporate structure and environmental, social and governance (“ESG”) factors. Judgments with respect to risk
control, geographic and property sector diversification, liquidity and other factors are considered, along with the models’ output and drive the portfolio managers’ investment decisions. The Fund will not seek to achieve specific
environmental, social and governance (“ESG”) outcomes through its portfolio of investments, nor will it pursue an overall impact or sustainable investment strategy. However, the Investment Manager will incorporate consideration of relevant
ESG factors into its investment decision making. For example, although the Investment Manager does not generally exclude investments based on ESG factors alone, when considering an investment opportunity with material exposure to carbon emissions
regulation, this risk may be considered as one factor in the Investment Manager’s holistic review process.

…

Preferred Securities and Debt Securities. In making investment decisions with respect to preferred securities and
debt securities, the Investment Manager seeks to select what it believes are superior securities (i.e., securities the investment manager views as undervalued on the basis of risk and return profiles). In making this determination, the investment
manager evaluates the fundamental characteristics of an issuer, including an issuer’s creditworthiness, and also takes into account prevailing market factors. In analyzing credit quality, the investment manager considers not only fundamental
analysis, but also an issuer’s corporate and capital structure and the placement of the preferred or debt securities within that structure. In evaluating relative value, the investment manager also takes into account call, conversion and other
structural security features, in addition to such factors as the likely directions of credit ratings and relative value versus other income security classes. The investment manager also incorporates relevant ESG factors. The Fund
will not seek to achieve specific ESG outcomes through its portfolio of investments, nor will it pursue an overall impact or sustainable investment strategy. However, the Investment Manager will incorporate consideration of relevant ESG factors into
its investment decision making. For example, although the Investment Manager does not generally exclude investments based on ESG factors alone, when considering an investment opportunity with material exposure to carbon emissions regulation,
this risk may be considered as one factor in the Investment Manager’s holistic review process.

13.
 Staff Comment: In the second paragraph, reference is made to the construction of “a
diversified portfolio of private and public real estate.” Please consider using a term other than diversified, as this fund is non-diversified.

Response: The Fund has revised the relevant disclosure as follows:

By investing through the REIT Subsidiary, the Investment Manager will have greater

access to these investments, allowing it to construct a diversified varied portfolio of private and public real estate.

14.
 Staff Comment: Please explain supplementally if the funds will invest in entities that rely

August 26, 2021

Dana A. DeVivo, Esq.
SVP and Associate General Counsel
Cohen & Steers Capital Management, Inc.
280 Park Avenue  New York, New York 10017
Re:  Cohen & Steers Real Estate Opportunities Income Fund, File Nos. 333-258180; 811-  23720

Dear Ms. DeVivo:      We have reviewed the registration statement for the Cohen & Steers Real Estate Opportunities Income Fund (the “Fund”), filed on Form N-2 with the Securities and Exchange Commission on July 26,
2021, and have the comments below.  Comments given in one section apply to other sections in the filing
that contain the same or similar disclosure.  The captions used below correspond to the captions the Fund uses in the registration statement.  All capitalized terms not otherwise defined herein have the meaning
given to them in the registration statement.
1. Please confirm in your response letter that FINR A has reviewed the proposed underwriting terms
and arrangements for the transactions describe d in the registration statement, including the
amount of compensation to be allowed or paid to the underwriters and any other arrangements
among the Fund, the underwriter, and other broker dealers participating in the distribution, and
that FINRA has issued a statement expressing no objections to the compensation and other
arrangements.

2. Tell us if you have presented any test-the-waters materials to potential investors in connection
with this offering. If so, please provide us with copies of such materials. ( See, Rule 163B under
the Securities Act of 1933 (“Securities Act”)).

3. The version of Form N-2 submitted by the Fund is no longer valid.  Form N-2 has been revised to
reflect recent amendments adopted by the Securities and Exchange Commission.  For the Fund’s
pre-effective amendment(s), please use the revised Form N-2.

Cover Page

4. The cover page appears to be several pages long.  Please consider revising the disclosure so that it
does not exceed two pages.

Dana A. DeVivo, Esq.
August 26, 2021
Page 2

5. As discussed under the heading Investment Portfoli o, please disclose the maturity strategy of the
Fund’s investment in debt instruments.

PROSPECTUS

Limited Term and Eligible Tender Offer
6. Please confirm to the staff that the Fund will comply with Rule 13e-3 under the Exchange Act in
connection with any Eligible Tender Offer, if the Eligible Tender Offer will cause the common shares to be delisted or eligible for termination of registration under the Exchange Act, or cause
reporting obligations with respect to such cl ass to become eligible for termination.

Private Real Estate
7. On page 6, the prospectus states, “The Investment Manager believes that the REIT Subsidiary
offers an efficient vehicle for investing in privat e real estate.…  By investing through the REIT
Subsidiary, the Investment Manager will have greater access to these investments, allowing it to
construct a diversified portfolio of private and public real estate.”  In the prospectus, please
disclose any disadvantages for investing through REIT subsidiaries.

Leverage
8. Confirm to the staff that the Fund does not intend to issue preferred shares within one year from
the effective date of the registration statement.

Investment Policies
9. Please provide the Staff with a consolidation analysis related to the REIT subsidiaries.  We may
have further questions related to the consolidation analysis.  In your response, please state
whether the investments in the REIT subsidiaries will be limited to a percentage of the fund’s
assets.

10. Please revise the disclosure, for example on page 4, to clarify whether the fund’s REIT
subsidiaries will be wholly-owned or will the fund own or control a lesser percentage.

11. Page 4 disclosure states, “The Fund expects that many of its private real estate investments will
consist of real estate joint ventures where th e Fund (generally through the REIT Subsidiary)
partners with a real estate operator. These investments may include retail, office, hotel,
healthcare, multifamily residential, industrial and other properties.”

Please explain the ownership structure of such joint ventures and whether the Fund, through the
REIT Subsidiary, will have control over such real estate joint ventures. Please note, for any
subsidiary, or joint venture, that the fund primarily controls and through which the fund conducts
its investments activities, the fund must treat the subsidiary’s debt as its own under Section 18.
The Fund’s disclosure should be revised accordingly.

Dana A. DeVivo, Esq.
August 26, 2021
Page 3

Investment Strategies

12. We note disclosure, including on page 6, that ESG factors are considered in evaluating Public
Real Estate and Preferred Securities and Debt Se curities. Please disclose in the Prospectus the
Fund’s definition of ESG and its specific ESG area(s) of consideration, if any. In addition, please
describe the criteria it uses in determining what issuers it considers to have ESG characteristics,
consistent with its chosen ESG definition/focus.

13. In the second paragraph, reference is made to the construction of “a diversified portfolio of
private and public real estate.” Please consider using a term other than diversified, as this fund is
non-diversified.

14. Please explain supplementally if the funds will invest in entities that rely on sections 3(c)(1)
and/or 3(c)(7) of the 1940 Act and share characteristics of hedge funds and/or private equity
funds (e.g., charge performance fees, limit redemptions, employ significant leverage). If yes,
please disclose the percentage of its assets that it expected to invest in such entities. We may have
additional comments. In addition, please explain to the staff if the Fund will have any unfunded
commitments. We may have additional comments.

REIT Subsidiaries

15. In addition to our comments above, for any REIT Subsidiaries of the Fund, please address the
following:
a. Disclose that the fund complies with the provisions of the Investment Company Act
governing investment policies (Section 8) and capital structure and leverage (Section 18) on
an aggregate basis with the subsidiary. If not, explain why not. We may have additional
comments,

b. Disclose that each investment adviser to the subsidiary complies with provisions of the
Investment Company Act relating to investment advisory contracts (Section 15) as an investment adviser to the fund under Section 2(a)(20) of the Investment Company Act. The
investment advisory agreement between the subsidiary and its investment adviser is a
material contract that should be included as an exhibit to the registration statement. If the
same person is the adviser to both the fund and the subsidiary, then, for purposes of
complying with Section 15(c), the reviews of  the fund’s and the subsidiary’s investment
advisory agreements may be combined.

c. Disclose that each subsidiary complies with provisions relating to affiliated transactions and
custody (Section 17). Identify the custodian of the subsidiary.
 d. Disclose any of the subsidiary’s principal investment strategies or principal risks that
constitute principal investment strategies or risks of the fund. The principal investment
strategies and principal risk disclosures of a fund that invests in a subsidiary should reflect
aggregate operations of the fund and the subsidiary.

e. Confirm in correspondence that: (1) the subs idiary’s management fee (including any
performance fee) will be included in “Management Fees” and the subsidiary’s expenses will
be included in “Other Expenses” in the fund’s prospectus fee table; and (2) the subsidiary and

Dana A. DeVivo, Esq.
August 26, 2021
Page 4

its board of directors will agree to inspection by the staff of the subsidiary’s books and
records, which will be maintained in accordance with Section 31 of the Investment Company
Act and the rules thereunder.

Summary of Fund Expenses
16. On page 52, if the Fund anticipates any acquired fund fees and expenses, please disclose an
estimate pursuant to Instruction 10 to Item 3 of Form N-2.

General Comments

17. We note that portions of the filing are incomplete.  We may have additional comments on such
portions when you complete them in pre-effective amendments, on disclosures made in response
to this letter, on information you supply to us, or on exhibits added in any pre-effective
amendments.
18. Responses to this letter should be made in a letter filed on Edgar and in the form of a pre-
effective amendment filed pursuant to Rule 472 under the Securities Act.  Where no change will be made in the filing in response to a comment, please indicate this fact in the letter to us and
briefly state the basis for your position. If you intend to omit certain information from the form of
prospectus included with the registration statement that is declared effective in reliance on Rule
430A under the Securities Act, please identify the omitted information to us supplementally,
preferably before filing the pre-effective amendment.

19. We remind you that the Fund and its management are responsible for the accuracy and adequacy
of its disclosures, notwithstanding any review, comments, action or absence of action by the staff.

  Should you have any questions prior to filing a pre-effective amendment, please feel free to
contact me at 202-551-6760.
          S i n c e r e l y ,

         / s /  J e f f r e y  A .  F o o r

         J e f f r e y  A .  F o o r
         Senior Counsel

cc:  Keith A. OConnell, Branch Chief