Edgar Filing: Cohen & Steers Ltd Duration Preferred & Income Fund, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number			811-22707

Cohen & Steers Limited Duration Preferred and Income Fund, Inc.
(Exact name of registrant as specified in charter)

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

Tina M. Payne 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, 2015

Item 1. Reports to Stockholders.

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

To Our Shareholders:

We would like to share with you our report for the year ended December 31, 2015. The net asset value (NAV) at that date was $25.27 per common share. The Fund's common stock is traded on the New York Stock Exchange (NYSE) and its share price can differ from its NAV; at year end, the Fund's closing price on the NYSE was $22.52.

The total returns, including income, for the Fund and its comparative benchmarks were:

	Six Months Ended December 31, 2015			Year Ended December 31, 2015
Cohen & Steers Limited Duration Preferred and Income Fund at NAV^a		2.68	%		6.52	%
Cohen & Steers Limited Duration Preferred and Income Fund at Market Value^a		2.01	%		7.66	%
BofA Merrill Lynch U.S. Capital Securities Index^b		–1.06	%		0.86	%
Blended Benchmark—75% BofA Merrill Lynch U.S. Capital Securities Index/25% BofA Merrill Lynch 7% Constrained Adjustable Rate Preferred Securities Index^b		–0.42	%		2.00	%
Barclays Capital U.S. Aggregate Bond Index^b		0.66	%		0.56	%

The performance data quoted represent past performance. Past performance is no guarantee of future results. The investment return 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. Performance results reflect the effects of leverage, resulting from borrowings under a credit agreement. Current total returns of the Fund can be obtained by visiting our website at cohenandsteers.com. The Fund's returns assume the reinvestment of all dividends and distributions at prices obtained under the Fund's dividend reinvestment plan. Index performance does not reflect the deduction of any fees, taxes or expenses. An investor cannot invest directly in an index. Performance figures for periods shorter than one year are not annualized.

^a As a closed-end investment company, the price of the Fund's NYSE-traded shares will be set by market forces and can deviate from the NAV per share of the Fund.

^b The BofA Merrill Lynch U.S. Capital Securities Index is a subset of the BofA Merrill Lynch U.S. Corporate Index including all fixed-to-floating rate, perpetual callable and capital securities. The BofA Merrill Lynch 7% Constrained Adjustable Rate Preferred Securities Index tracks the performance of U.S. dollar denominated investment-grade floating-rate preferred securities publicly issued in the U.S. domestic market, but with issuer exposure capped at 7%. The Barclays Capital U.S. Aggregate Bond Index is a broad-market measure of the U.S. dollar-denominated investment-grade fixed-rate taxable bond market. The index includes Treasuries, government-related and corporate securities, mortgage-backed securities, asset-backed securities, and commercial mortgage-backed securities. Benchmark returns are shown for comparative purposes only and may not be representative of the Fund's portfolio. The Fund's benchmarks do not include below-investment grade securities.

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

The Fund makes regular monthly distributions at a level rate (the Policy). Distributions paid by the Fund are subject to recharacterization for tax purposes and are taxable up to the amount of the Fund's investment company taxable income and net realized gains. As a result of the Policy, the Fund may pay distributions in excess of the Fund's investment company taxable income and net realized gains. This excess would be a return of capital distributed from the Fund's assets. 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.

Market Review

Preferred securities had positive returns in 2015 and outperformed most fixed income classes, favored for their above-average income and defensive characteristics in an uncertain environment. The year was a challenging period for financial markets, as investors reacted to signs of economic deceleration in China, falling commodity prices and slowing global growth generally. In the U.S., the prospect for an interest-rate hike by the Federal Reserve (the Fed) occasionally weighed on sentiment, although when the Fed finally raised rates off of near-zero in December, by 0.25%, investors seemed to take it in stride. Interest rates were only modestly higher for the year, with the yield on the 10-year U.S. Treasury rising 0.10 percentage points to 2.27%.

Preferreds, which generally offer the highest income rates in the investment-grade universe, outperformed Treasuries and corporate bonds by wide margins. They were even stronger compared with high-yield debt, reflecting preferreds' relative insulation from the weakness in commodities, energy and other cyclical sectors that weighed on high yield in the period. By contrast, the preferreds universe is heavily represented by issues from banks and insurance companies, which generally have relatively little direct exposure to energy and materials companies.

Fund Performance

The Fund had a positive total return for the year and outperformed its blended benchmark on both an NAV and market price basis. Relative performance was aided by our overweight and security selection in the banking sector. Preferreds issued by banks outpaced the broader preferreds market. Sentiment was helped by significant strengthening of balance sheets and reductions in risk taking, which continued apace in 2015, as banks complied with ever-more stringent regulatory edicts stemming from the financial crisis.

Large U.S. banks reported some of their best financial results seen in the past several years. In addition to improvements in trading activity, loan growth and balance sheets, banks made progress in controlling costs. Furthermore, investors considered the possibility that loan resets (based on short-term rates) would improve bank net interest margins and overall profitability.

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

The Fund's performance was additionally aided by its allocation to contingent capital securities (CoCos), a relatively new and evolving source of Tier 1 capital issued so far primarily by European banks. Against a supportive monetary policy backdrop as the European Central Bank expanded its easing program in the period, demand for the above-average income these securities offer remained strong, easily absorbing new supply.

Also aiding performance was our underweight and security selection in the utilities sector, which had a flat return in the period. In particular, we did not own a security from a French electric company that declined, in part due to concerns regarding the company's plans to finance a nuclear power expansion.

Our out-of-benchmark allocation to preferreds issued by real estate investment trusts (REITs) helped performance as well, as the group solidly outperformed. In addition to a favorable technical backdrop, whereby declining supply helped lift prices of existing preferred securities, real estate companies generally met high earnings expectations. Notable trends from a credit standpoint included favorable asset-disposition guidance and a general continued move towards more conservative balance sheet management. REITs, which have a strong domestic focus, are also generally perceived to be more insulated from global economic weakness.

Our out-of-index allocation to telecommunications companies detracted from the Fund's relative performance. This partly reflected our position in a long-dated issue that struggled amid heavy new issuance and as bond yields modestly rose. Our underweight in insurance companies also hindered performance, as the sector outperformed the broader preferred securities market.

Impact of Derivatives on Fund Performance

In connection with its use of leverage, the Fund pays interest on borrowings based on a floating rate under the terms of its credit agreement. To reduce the impact that an increase in interest rates could have on the performance of the Fund with respect to these borrowings, the Fund used interest rate swaps to exchange a significant portion of the floating rate for a fixed rate. During the 12-month period ended December 31, 2015, the Fund's use of swaps detracted from the Fund's performance.

The Fund also used derivatives in the form of forward foreign currency exchange contracts in order to manage currency risk on certain Fund positions denominated in foreign currencies. These contracts contributed to the Fund's total return during the 12-month period ended December 31, 2015.

Impact of Leverage on Fund Performance

The Fund employs leverage as part of a yield-enhancement strategy. Leverage, which can increase total return in rising markets (just as it can have the opposite effect in declining markets), significantly contributed to the Fund's performance for the 12-month period ended December 31, 2015.

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

Sincerely,


				ROBERT H. STEERS				JOSEPH M. HARVEY
				Chairman				Portfolio Manager

				WILLIAM F. SCAPELL				ELAINE ZAHARIS-NIKAS
				Portfolio Manager				Portfolio Manager

The views and opinions in the preceding commentary are subject to change without notice and are as of the date of the report. There is no guarantee that any market forecast set forth in the commentary will be realized. This material represents an assessment of the market environment at a specific point in time, should not be relied upon as investment advice and is not intended to predict or depict performance of any investment.

Visit Cohen & Steers online at cohenandsteers.com

For more information about the Cohen & Steers family of mutual funds, visit cohenandsteers.com. Here you will find fund net asset values, fund fact sheets and portfolio highlights, as well as educational resources and timely market updates.

Our website also provides comprehensive information about Cohen & Steers, including our most recent press releases, profiles of our senior investment professionals and their investment approach to each asset class. The Cohen & Steers family of mutual funds invests in major real asset categories including real estate securities, listed infrastructure, commodities and natural resource equities, as well as preferred securities and other income solutions.

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

Our Leverage Strategy
(Unaudited)

Our current leverage strategy utilizes borrowings up to the maximum permitted by the Investment Company Act of 1940 to provide additional capital for the Fund, with an objective of increasing the net income available for shareholders. As of December 31, 2015, leverage represented 30% of the Fund's managed assets.

It has been our philosophy to utilize interest rate swap transactions to seek to reduce the interest rate risk inherent in our utilization of leverage. Considering that the Fund's borrowings have variable interest rate payments, we seek to lock in those rates on a significant portion of this additional capital through interest rate swap agreements (where we effectively convert our variable rate obligations to fixed rate obligations for the term of the swap agreements). Locking in a significant portion of our leveraging costs is designed to protect the dividend-paying ability of the Fund. The use of leverage increases the volatility of the Fund's net asset value in both up and down markets. However, we believe that locking in a portion of the Fund's leveraging costs for the term of the swap agreements partially protects the Fund's expenses from an increase in short-term interest rates.

Leverage Facts^a,b,c

Leverage (as a % of managed assets)	30	%
% Fixed Rate	76	%
% Variable Rate	24	%
Weighted Average Rate on Swaps	1.0	%
Weighted Average Term on Swaps	4.8 years
Current Rate on Debt	1.2	%

The Fund seeks to enhance its dividend yield through leverage. The use of leverage is a speculative technique and there are special risks and costs associated with leverage. The net asset value of the Fund's shares may be reduced by the issuance and ongoing costs of leverage. So long as the Fund is able to invest in securities that produce an investment yield that is greater than the total cost of leverage, the leverage strategy will produce higher current net investment income for shareholders. On the other hand, to the extent that the total cost of leverage exceeds the incremental income gained from employing such leverage, shareholders would realize lower net investment income. In addition to the impact on net income, the use of leverage will have an effect of magnifying capital appreciation or depreciation for shareholders. Specifically, in an up market, leverage will typically generate greater capital appreciation than if the Fund were not employing leverage. Conversely, in down markets, the use of leverage will generally result in greater capital depreciation than if the Fund had been unlevered. To the extent that the Fund is required or elects to reduce its leverage, the Fund may need to liquidate investments, including under adverse economic conditions which may result in capital losses potentially reducing returns to shareholders. There can be no assurance that a leveraging strategy will be successful during any period in which it is employed.

^a Data as of December 31, 2015. Information is subject to change.

^b On October 28, 2015, the over-the-counter interest rate swaps held within the Fund were terminated and new centrally cleared interest rate swaps were executed, effectively extending the weighted average term on swaps from 3 years to 5 years.

^c See Note 7 in Notes to Financial Statements.

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

December 31, 2015
Top Ten Holdings^a
(Unaudited)

Security	Value		% of Managed Assets
General Electric Co., 4.00%, Series A	$	39,800,589		3.8
US Bancorp, 3.50%, Series A, (FRN)		27,071,567		2.6
Bank of America Corp., 6.50%, Series Z		19,656,760		1.9
HSBC USA, 3.50%, Series F (FRN)		19,271,446		1.8
Aquarius + Investments PLC, 8.25% (Switzerland)		18,542,750		1.8
Wells Fargo & Co., 7.98%, Series K		18,408,000		1.8
ING Capital Funding Trust III, 3.927%, (FRN) (Netherlands)		17,508,088		1.7
Goldman Sachs Capital II, 4.00%, (FRN)		17,381,152		1.7
Aegon NV, 2.619%, ($100 Par Value) (FRN) (Netherlands)		16,752,640		1.6
Morgan Stanley, 6.875%		16,733,583		1.6

^a Top ten holdings are determined on the basis of the value of individual securities held. The Fund may also hold positions in other types of securities issued by the companies listed above. See the Schedule of Investments for additional details on such other positions.

Sector Breakdown

(Based on Managed Assets)
(Unaudited)

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

SCHEDULE OF INVESTMENTS^†

December 31, 2015

		Number of Shares		Value
PREFERRED SECURITIES—$25 PAR VALUE	32.6%
BANKS	13.1%
Ally Financial, 8.50%, Series A			81,647	$	2,103,227
Bank of America Corp., 3.00%, Series H (FRN)			150,200		2,754,668
Bank of America Corp., 6.50%, Series Y			100,000		2,672,000
Citigroup, 6.875%, Series K			222,375		6,195,368
Citigroup Capital XIII, 7.875%, due 10/30/40, (FRN)			346,738		9,011,721
Farm Credit Bank of Texas, 6.75%, 144A^a			67,500		7,045,312
Fifth Third Bancorp, 6.625%, Series I			228,046		6,590,529
GMAC Capital Trust I, 8.125%, due 2/15/40, Series II (TruPS)			645,475		16,369,246
HSBC USA, 3.50%, Series F (FRN)			872,801		19,271,446
HSBC USA, 4.00%, Series G (FRN)			278,498		6,683,952
PrivateBancorp, 7.125%, due 10/30/42			200,100		5,322,660
Regions Financial Corp., 6.375%, Series B			202,968		5,506,522
Zions Bancorp, 7.90%, Series F			144,694		3,874,905
Zions Bancorp, 6.30%, Series G			80,078		2,092,358
					95,493,914
BANKS—FOREIGN	0.3%
RBS Capital Funding Trust VII, 6.08%, Series G (United Kingdom)			88,518		2,206,754
FINANCIAL—INVESTMENT BANKER/BROKER	4.3%
Morgan Stanley, 6.875%			603,012		16,733,583
Morgan Stanley, 4.00%, Series A (FRN)			246,641		5,127,667
Morgan Stanley, 6.375%, Series I			351,430		9,326,952
					31,188,202
INDUSTRIALS—CHEMICALS	2.6%
CHS, 6.75%^a			333,191		8,932,851
CHS, 7.10%, Series II^b			376,854		10,276,808
					19,209,659
INSURANCE	5.1%
LIFE/HEALTH INSURANCE	1.5%
MetLife, 4.00%, Series A (FRN)			446,431		11,169,704

See accompanying notes to financial statements.
7

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

SCHEDULE OF INVESTMENTS^†—(Continued)

December 31, 2015

		Number of Shares		Value
LIFE/HEALTH INSURANCE—FOREIGN	0.5%
Aegon NV, 4.00%, Series I (FRN) (Netherlands)			159,074	$	3,854,363
MULTI-LINE	1.0%
Hartford Financial Services Group, 7.875%, due 4/15/42			240,000		7,584,000
REINSURANCE	1.2%
Reinsurance Group of America, 6.20%, due 9/15/42			287,951		8,362,097
REINSURANCE—FOREIGN	0.9%
Aspen Insurance Holdings Ltd., 5.95% (Bermuda)			140,023		3,611,193
Aspen Insurance Holdings Ltd., 7.25% (Bermuda)			105,099		2,760,951
					6,372,144
TOTAL INSURANCE					37,342,308
PIPELINES	0.1%
NuStar Logistics LP, 7.625%, due 1/15/43			34,767		720,372
REAL ESTATE	5.4%
DIVERSIFIED	3.2%
Colony Financial, 8.50%, Series A			240,000		5,992,800
NorthStar Realty Finance Corp., 8.50%, Series D			134,475		3,092,925
Retail Properties of America, 7.00%			99,400		2,554,580
Urstadt Biddle Properties, 7.125%, Series F			128,484		3,369,493
VEREIT, 6.70%, Series F			327,627		8,059,624
					23,069,422
HOTEL	1.1%
Summit Hotel Properties, 7.125%			115,500		2,951,025
Summit Hotel Properties, 7.875%, Series B			186,650		4,789,439
					7,740,464
OFFICE	0.3%
Corporate Office Properties Trust, 7.375%, Series L			90,866		2,336,165
RESIDENTIAL	0.8%
APARTMENT	0.5%
American Homes 4 Rent, 5.00%, Series A			133,435		3,429,279

See accompanying notes to financial statements.
8

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

SCHEDULE OF INVESTMENTS^†—(Continued)

December 31, 2015

		Number of Shares		Value
MANUFACTURED HOME	0.3%
Sun Communities, 7.125%, Series A			100,000	$	2,610,500
TOTAL RESIDENTIAL					6,039,779
TOTAL REAL ESTATE					39,185,830
TRANSPORT—MARINE—FOREIGN	0.4%
Seaspan Corp., 6.375%, due 4/30/19 (Hong Kong)			8,765		212,989
Seaspan Corp., 9.50%, Series C (Hong Kong)			102,108		2,550,658
					2,763,647
UTILITIES	1.3%
SCE Trust III, 5.75%			135,150		3,615,263
SCE Trust IV, 5.375%, Series J			216,000		5,866,560
					9,481,823
TOTAL PREFERRED SECURITIES—$25 PAR VALUE (Identified cost—$227,162,421)					237,592,509
PREFERRED SECURITIES—CAPITAL SECURITIES	105.4%
BANKS	31.1%
AgriBank FCB, 6.875%			65,000		6,875,784
BAC Capital Trust XIV, 4.00%, Series G, (FRN)			16,930,000		12,524,814
Bank of America Corp., 6.10%, Series AA			1,416,000		1,437,240
Bank of America Corp., 8.125%, Series M			9,500,000		9,678,125
Bank of America Corp., 6.50%, Series Z			18,632,000		19,656,760
Citigroup, 5.875%, Series O			7,750,000		7,701,562
Citigroup, 5.95%, Series Q			5,000,000		4,989,235
Citigroup, 6.125%, Series R			4,629,000		4,727,366
Citizens Financial Group, 5.50%, 144A^a			2,854,000		2,816,898
CoBank ACB, 6.25%, 144A^a			117,000		12,069,287
CoBank ACB, 6.125%, Series G			32,250		2,923,666
Goldman Sachs Capital II, 4.00%, (FRN)			24,567,000		17,381,152
Goldman Sachs Group/The, 5.375%, Series M			4,080,000		4,059,600
JPMorgan Chase & Co., 6.75%, Series S			12,400,000		13,531,500
JPMorgan Chase & Co., 5.30%, Series Z			8,450,000		8,439,437
Mellon Capital IV, 4.00%, Series 1 (FRN)			20,115,000		15,551,510
US Bancorp, 3.50%, Series A, (FRN)			34,051		27,071,567
US Bancorp, 5.125%, Series I			4,807,000		4,835,602
USB Capital IX, 3.50%, (FRN)			8,878,000		6,847,158

See accompanying notes to financial statements.
9

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

SCHEDULE OF INVESTMENTS^†—(Continued)

December 31, 2015

		Number of Shares		Value
Wachovia Capital Trust III, 5.57%, (FRN)			5,000,000	$	4,822,500
Wells Fargo & Co., 7.98%, Series K			17,700,000		18,408,000
Wells Fargo & Co., 5.875%, Series U			10,000,000		10,537,500
Zions Bancorporation, 5.65%, due 11/15/23			3,750,000		3,807,000
Zions Bancorporation, 7.20%, Series J			5,490,000		5,881,163
					226,574,426
BANKS—FOREIGN	29.0%
Allied Irish Banks PLC, 7.375%, Series EMTN (EUR) (Ireland)			6,600,000		7,284,620
Banco Bilbao Vizcaya Argentaria SA, 9.00% (Spain)			4,800,000		5,155,541
Bank of Ireland, 7.375% (EUR) (Ireland)			4,200,000		4,781,338
Barclays Bank PLC, 7.625%, due 11/21/22 (United Kingdom)			4,800,000		5,475,000
Barclays PLC, 7.875% (GBP) (United Kingdom)			4,200,000		6,203,974
Barclays PLC, 8.00% (EUR) (United Kingdom)			2,700,000		3,189,722
Barclays PLC, 8.25% (United Kingdom)			8,695,000		9,287,095
BNP Paribas, 7.195%, 144A (France)^a			8,900,000		10,190,500
BNP Paribas, 7.375%, 144A (France)^a			9,000,000		9,247,500
Credit Suisse Group AG, 7.50%, 144A (Switzerland)^a			6,063,000		6,392,318
Deutsche Bank Capital Trust IV, 4.589% (Germany)			6,000,000		5,973,420
Dresdner Funding Trust I, 8.151%, due 6/30/31, 144A (Germany)^a			6,530,280		7,999,593
HBOS Capital Funding LP, 6.85% (United Kingdom)			6,350,000		6,445,650
HSBC Capital Funding LP, 10.176%, 144A (United Kingdom)^a			5,395,000		8,119,475
HSBC Holdings PLC, 6.375% (United Kingdom)			10,900,000		10,913,625
Intesa Sanpaolo SpA, 7.70%, 144A (Italy)^a			4,000,000		4,081,920
Lloyds Banking Group PLC, 7.50% (United Kingdom)			13,650,000		14,571,375
Nationwide Building Society, 10.25% (GBP) (United Kingdom)			7,080,000		13,520,317
Rabobank Nederland, 8.40% (Netherlands)			7,500,000		8,078,887
Rabobank Nederland, 11.00%, 144A (Netherlands)^a			10,000,000		12,382,500
Royal Bank of Scotland Group PLC, 7.50% (United Kingdom)			6,800,000		7,097,500
Royal Bank of Scotland Group PLC, 7.648% (United Kingdom)			8,427,000		10,481,081

See accompanying notes to financial statements.
10

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

SCHEDULE OF INVESTMENTS^†—(Continued)

December 31, 2015

		Number of Shares		Value
Royal Bank of Scotland Group PLC, 8.00% (United Kingdom)			2,400,000	$	2,544,000
Santander UK Group Holdings PLC, 7.375% (GBP) (United Kingdom)			3,400,000		5,103,955
Societe Generale SA, 8.875% (GBP) (France)			4,000,000		6,515,964
UBS AG, 7.625%, due 8/17/22 (Switzerland)			6,700,000		7,648,083
UBS Group AG, 6.875% (Switzerland)			4,100,000		4,065,667
UBS Group AG, 7.125% (Switzerland)			7,900,000		8,295,000
					211,045,620
FINANCIAL—DIVERSIFIED FINANCIAL SERVICES	1.3%
Depository Trust & Clearing Corp/The, 4.875%, Series C, 144A^a			4,750,000		4,726,250
State Street Corp., 5.25%, Series F			4,802,000		4,832,012
					9,558,262
INDUSTRIALS—DIVERSIFIED MANUFACTURING	5.4%
General Electric Co., 4.00%, Series A			39,750,900		39,800,589
INSURANCE	34.1%
LIFE/HEALTH INSURANCE	6.4%
MetLife, 5.25%, Series C			9,877,000		10,074,540
MetLife Capital Trust IV, 7.875%, due 12/15/37, 144A^a			10,800,000		13,230,000
MetLife Capital Trust X, 9.25%, due 4/8/38, 144A^a			6,300,000		8,709,750
Principal Financial Group, 4.70%, due 5/15/55			5,300,000		5,281,450
Prudential Financial, 5.375%, due 5/15/45			4,082,000		4,082,000
Prudential Financial, 5.625%, due 6/15/43			5,000,000		5,125,000
					46,502,740
LIFE/HEALTH INSURANCE—FOREIGN	11.0%
Aegon NV, 2.619%, ($100 Par Value) (FRN) (Netherlands)			20,985,000		16,752,640
CNP Assurances, 3.167%, (FRN) (EUR) (France)			5,000,000		4,754,530
Dai-ichi Life Insurance Co. Ltd., 5.10%, 144A (Japan)^a			6,900,000		7,210,500
Demeter BV (Swiss Re Ltd.), 5.75%, due 8/15/50 (Netherlands)			2,400,000		2,401,920
La Mondiale Vie, 7.625% (France)			13,250,000		14,285,024
Meiji Yasuda Life Insurance Co., 5.20%, due 10/20/45, 144A (Japan)^a			14,800,000		15,265,194

See accompanying notes to financial statements.
11

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

SCHEDULE OF INVESTMENTS^†—(Continued)

December 31, 2015

		Number of Shares		Value
Nippon Life Insurance Co., 5.10%, due 10/16/44, 144A (Japan)^a			8,200,000	$	8,610,000
Sumitomo Life Insurance Co., 6.50%, due 9/20/73, 144A (Japan)^a			9,800,000		10,971,100
					80,250,908
MULTI-LINE	1.6%
American International Group, 8.175%, due 5/15/68, (FRN)			6,750,000		8,893,125
Nationwide Mutual Insurance Co., 2.627%, due 12/15/24, 144A^a			3,125,000		3,028,425
					11,921,550
MULTI-LINE—FOREIGN	5.0%
Aviva PLC, 8.25% (United Kingdom)			6,600,000		7,194,323
AXA SA, 0.537%, (FRN) (EUR) (France)			5,000,000		3,790,040
AXA SA, 6.463%, 144A (France)^a			7,902,000		8,115,354
ING Capital Funding Trust III, 3.927%, (FRN) (Netherlands)			17,530,000		17,508,088
					36,607,805
PROPERTY CASUALTY	1.5%
Liberty Mutual Group, 7.80%, due 3/15/37, 144A^a			9,503,000		10,857,177
PROPERTY CASUALTY—FOREIGN	5.2%
Mitsui Sumitomo Insurance Co., Ltd., 7.00%, due 3/15/72, 144A (Japan)^a			6,650,000		7,805,437
QBE Capital Funding III Ltd., 7.25%, due 5/24/41, 144A (Australia)^a			12,000,000		13,260,492
QBE Insurance Group Ltd., 6.75%, due 12/2/44 (Australia)			7,155,000		7,494,863
RL Finance Bonds No. 2 PLC, 6.125%, due 11/30/43 (GBP) (United Kingdom)			2,000,000		3,050,916
RL Finance Bonds No. 3 PLC, 6.125%, due 11/13/28 (GBP) (United Kingdom)			4,100,000		6,160,124
					37,771,832
REINSURANCE—FOREIGN	3.4%
Aquarius + Investments PLC, 8.25% (Switzerland)			17,000,000		18,542,750
Catlin Insurance Co., Ltd., 7.249%, 144A (Bermuda)^a			7,500,000		5,981,250
					24,524,000
TOTAL INSURANCE					248,436,012

See accompanying notes to financial statements.
12

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

SCHEDULE OF INVESTMENTS^†—(Continued)

December 31, 2015

		Number of Shares		Value
INTEGRATED TELECOMMUNICATIONS SERVICES	0.8%
Centaur Funding Corp., 9.08%, due 4/21/20, 144A (Cayman Islands)^a			4,622	$	5,563,733
UTILITIES	3.7%
ELECTRIC UTILITIES	0.6%
NextEra Energy Capital Holdings, 7.30%, due 9/1/67, Series D			4,679,000		4,483,418
ELECTRIC UTILITIES—FOREIGN	1.6%
Enel SpA, 8.75%, due 9/24/73, 144A (Italy)^a			10,232,000		11,677,270
MULTI-UTILITIES	1.5%
Dominion Resources, 5.75%, due 10/1/54			6,649,000		6,531,313
Dominion Resources, 2.627%, due 9/30/66, (FRN)			6,208,000		4,311,648
					10,842,961
TOTAL UTILITIES					27,003,649
TOTAL PREFERRED SECURITIES—CAPITAL SECURITIES (Identified cost—$740,624,619)					767,982,291
		Principal Amount
CORPORATE BONDS	1.7%
INSURANCE-PROPERTY CASUALTY	0.4%
Liberty Mutual Insurance, 7.697%, due 10/15/97, 144A^a		$	2,100,000		2,602,368
INTEGRATED TELECOMMUNICATIONS SERVICES	0.6%
Frontier Communications Corp., 9.00%, due 8/15/31			5,500,000		4,647,500
REAL ESTATE—DIVERSIFIED	0.7%
NorthStar Realty Europe Corp., 4.625%, due 12/15/16, 144A^a			5,000,000		4,901,559
TOTAL CORPORATE BONDS (Identified cost—$12,800,055)					12,151,427

See accompanying notes to financial statements.
13

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

SCHEDULE OF INVESTMENTS^†—(Continued)

December 31, 2015

			Number of Shares		Value
SHORT-TERM INVESTMENTS	0.8%
MONEY MARKET FUNDS
State Street Institutional Treasury Money Market Fund, 0.07%^c				6,000,000	$	6,000,000
TOTAL SHORT-TERM INVESTMENTS (Identified cost—$6,000,000)						6,000,000
TOTAL INVESTMENTS (Identified cost—$986,587,095)	140.5	%				1,023,726,227
LIABILITIES IN EXCESS OF OTHER ASSETS	(40.5	)				(295,078,691	)
NET ASSETS (Equivalent to $25.27 per share based on 28,830,580 shares of common stock outstanding)	100.0	%			$	728,647,536

Note: Percentages indicated are based on the net assets of the Fund.

^† Securities held by the Fund are subject to a lien, granted to the lender, to the extent of the borrowing outstanding in connection with the Fund's revolving credit agreement.

^a Resale is restricted to qualified institutional investors. Aggregate holdings equal 30.6% of the net assets of the Fund, of which 0.0% are illiquid.

^b A portion of the security is segregated as collateral for open forward foreign currency exchange contracts. $1,363,500 in aggregate has been segregated as collateral.

^c Rate quoted represents the annualized seven-day yield of the Fund.

See accompanying notes to financial statements.
14

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2015

Centrally cleared interest rate swap contracts outstanding at December 31, 2015 were as follows:

Clearinghouse	Notional Amount		Fixed Rate Payable			Floating Rate (resets monthly) Receivable^a			Termination Date	Unrealized Appreciation
CME Group, Inc.	$	80,000,000		1.049	%		0.233	%	October 29, 2019	$	905,553
CME Group, Inc.		80,000,000		1.231	%		0.233	%	October 29, 2020		1,037,638
CME Group, Inc.		80,000,000		1.395	%		0.233	%	October 29, 2021		1,105,500
										$	3,048,691

^a Based on LIBOR (London Interbank Offered Rate). Represents rates in effect at December 31, 2015.

Forward foreign currency exchange contracts outstanding at December 31, 2015 were as follows:

Counterparty	Contracts to Deliver		In Exchange For		Settlement Date	Unrealized Appreciation (Depreciation)
Brown Brothers Harriman	EUR	16,860,295	USD	17,822,006	1/5/16	$	(500,916	)
Brown Brothers Harriman	EUR	2,469,821	USD	2,613,515	1/5/16		(70,562	)
Brown Brothers Harriman	EUR	2,630,460	USD	2,865,834	1/5/16		7,182
Brown Brothers Harriman	GBP	1,972,908	USD	2,973,153	1/5/16		64,691
Brown Brothers Harriman	GBP	25,614,729	USD	38,552,985	1/5/16		791,751
Brown Brothers Harriman	USD	40,669,695	GBP	27,587,637	1/5/16		1
Brown Brothers Harriman	USD	23,860,605	EUR	21,960,576	1/5/16		5,046
Brown Brothers Harriman	EUR	21,923,747	USD	23,833,656	2/2/16		(8,441	)
Brown Brothers Harriman	GBP	27,448,579	USD	40,463,131	2/2/16		(4,791	)
						$	283,961

Glossary of Portfolio Abbreviations

EUR Euro Currency

FRN Floating Rate Note

GBP Great British Pound

TruPS Trust Preferred Securities

USD United States Dollar

See accompanying notes to financial statements.
15

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2015

ASSETS:
Investments in securities, at value (Identified cost—$986,587,095)	$	1,023,726,227
Cash		7,514,535
Cash collateral pledged for centrally cleared interest rate swap contracts		3,529,488
Foreign currency, at value (Identified cost—$633,305)		627,340
Receivable for:
Dividends and interest		9,558,668
Investment securities sold		252,424
Unrealized appreciation on forward foreign currency exchange contracts		868,671
Other assets		19,729
Total Assets		1,046,097,082
LIABILITIES:
Unrealized depreciation on forward foreign currency exchange contracts		584,710
Payable for:
Revolving credit agreement		315,000,000
Investment advisory fees		617,893
Dividends declared		386,636
Interest expense		314,336
Administration fees		44,135
Directors' fees		183
Variation margin on centrally cleared interest rate swap contracts		345,375
Other liabilities		156,278
Total Liabilities		317,449,546
NET ASSETS	$	728,647,536
NET ASSETS consist of:
Paid-in capital	$	685,508,975
Accumulated undistributed net investment income		236,911
Accumulated undistributed net realized gain		2,453,068
Net unrealized appreciation		40,448,582
	$	728,647,536
NET ASSET VALUE PER SHARE:
($728,647,536 ÷ 28,830,580 shares outstanding)	$	25.27
MARKET PRICE PER SHARE	$	22.52
MARKET PRICE DISCOUNT TO NET ASSET VALUE PER SHARE		(10.88	)%

See accompanying notes to financial statements.
16

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2015

Investment Income:
Interest income (net of $1,622 of foreign withholding tax)	$	41,773,718
Dividend income		18,541,402
Total Investment Income		60,315,120
Expenses:
Investment advisory fees		7,394,507
Interest expense		3,198,412
Administration fees		684,933
Line of credit fees		223,300
Professional fees		102,120
Shareholder reporting expenses		74,293
Custodian fees and expenses		71,274
Directors' fees and expenses		50,156
Transfer agent fees and expenses		20,167
Registration and filing fees		9,021
Miscellaneous		70,876
Total Expenses		11,899,059
Net Investment Income		48,416,061
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		4,801,243
Foreign currency transactions		3,991,633
Over-the-counter interest rate swap contracts		(5,451,418	)
Centrally cleared interest rate swap contracts		77,857
Net realized gain		3,419,315
Net change in unrealized appreciation (depreciation) on:
Investments		(10,832,954	)
Foreign currency translations		(246,067	)
Over-the-counter interest rate swap contracts		(2,092,438	)
Centrally cleared interest rate swap contracts		3,048,691
Net change in unrealized appreciation (depreciation)		(10,122,768	)
Net realized and unrealized loss		(6,703,453	)
Net Increase in Net Assets Resulting from Operations	$	41,712,608

See accompanying notes to financial statements.
17

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

STATEMENT OF CHANGES IN NET ASSETS

	For the Year Ended December 31, 2015			For the Year Ended December 31, 2014
Change in Net Assets:
From Operations:
Net investment income	$	48,416,061		$	51,059,394
Net realized gain		3,419,315			18,990,705
Net change in unrealized appreciation (depreciation)		(10,122,768	)		10,700,719
Net increase in net assets resulting from operations		41,712,608			80,750,818
Dividends and Distributions to Shareholders from:
Net investment income		(43,264,159	)		(47,656,331	)
Net realized gain		(8,556,363	)		(14,963,689	)
Return of capital		(2,150,324	)		—
Total dividends and distributions to shareholders		(53,970,846	)		(62,620,020	)
Total increase (decrease) in net assets		(12,258,238	)		18,130,798
Net Assets:
Beginning of year		740,905,774			722,774,976
End of year^a	$	728,647,536		$	740,905,774

^a Includes accumulated undistributed net investment income of $236,911 and $69,108, respectively.

See accompanying notes to financial statements.
18

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2015

Decrease in Cash:
Cash Flows from Operating Activities:
Net increase in net assets resulting from operations	$	41,712,608
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:
Purchases of long-term investments		(483,922,414	)
Net purchases, sales and maturities of short-term investments		5,100,000
Net amortization of premium on investments		2,248,326
Proceeds from sales and maturities of long-term investments		487,410,412
Net decrease in dividends and interest receivable and other assets		938,988
Net increase in cash collateral pledged for centrally cleared interest rate swap contracts		(3,529,488	)
Net increase in interest expense payable, accrued expenses and other liabilities		22,833
Net increase in payable for variation margin on centrally cleared interest rate swap contracts		345,375
Net change in unrealized depreciation on investments		10,832,954
Net change in unrealized depreciation on over-the-counter interest rate swap contracts		2,092,438
Net change in unrealized depreciation on forward foreign currency exchange contracts		272,322
Net realized gain on investments		(4,801,243	)
Cash provided by operating activities		58,723,111
Cash Flows from Financing Activities:
Dividends and distributions paid		(62,541,551	)
Decrease in cash		(3,818,440	)
Cash at beginning of year		11,960,315
Cash at end of year (including foreign currency)	$	8,141,875

Supplemental Disclosure of Cash Flow Information:

During the year ended December 31, 2015, interest paid was $3,153,741.

See accompanying notes to financial statements.
19

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

FINANCIAL HIGHLIGHTS

The following table includes selected data for a share outstanding throughout each period and other performance information derived from the financial statements. It should be read in conjunction with the financial statements and notes thereto.

	For the Year Ended December 31,									For the Period July 27, 2012^athrough
Per Share Operating Performance:	2015			2014			2013			December 31, 2012
Net asset value, beginning of period	$	25.70		$	25.07		$	25.37		$	23.88
Income (loss) from investment operations:
Net investment income^b		1.68			1.77			1.79			0.59	^c
Net realized and unrealized gain (loss)		(0.24	)		1.03			(0.20	)		1.63
Total from investment operations		1.44			2.80			1.59			2.22
Less dividends and distributions to shareholders from:
Net investment income		(1.50	)		(1.65	)		(1.83	)		(0.67	)
Net realized gain		(0.30	)		(0.52	)		(0.03	)		(0.01	)
Return of capital		(0.07	)		—			(0.04	)		—
Total dividends and distributions to shareholders		(1.87	)		(2.17	)		(1.90	)		(0.68	)
Offering costs charged to paid-in capital		—			—			—			(0.05	)
Anti-dilutive effect from the issuance of reinvested shares		—			—			0.00	^d		0.00	^d
Anti-dilutive effect from the repurchase of shares		—			—			0.01			—
Net increase (decrease) in net asset value		(0.43	)		0.63			(0.30	)		1.49
Net asset value, end of period	$	25.27		$	25.70		$	25.07		$	25.37
Market value, end of period	$	22.52		$	22.66		$	22.62		$	25.04
Total net asset value return^e		6.52	%		12.13	%		6.80	%		9.14	%^f
Total market value return^e		7.66	%		9.57	%		–2.37	%		2.89	%^f

See accompanying notes to financial statements.
20

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

FINANCIAL HIGHLIGHTS—(Continued)

	For the Year Ended December 31,									For the Period July 27, 2012^athrough
Ratios/Supplemental Data:	2015			2014			2013			December 31, 2012
Net assets, end of period (in millions)	$	728.6		$	740.9		$	722.8		$	734.5
Ratio of expenses to average daily net assets		1.61	%		1.57	%		1.62	%		1.39	%^g
Ratio of expenses to average daily net assets (excluding interest expense)		1.17	%		1.14	%		1.16	%		1.09	%^g
Ratio of net investment income to average daily net assets		6.53	%		6.72	%		6.98	%		5.57	%^g
Ratio of expenses to average daily managed assets^h		1.13	%		1.11	%		1.13	%		1.09	%^g
Portfolio turnover rate		47	%		47	%		40	%		23	%^f
Revolving Credit Agreement
Asset coverage ratio for revolving credit agreement		331	%		335	%		329	%		333	%
Asset coverage per $1,000 for revolving credit agreement	$	3,313		$	3,352		$	3,295		$	3,332

^a Commencement of operations.

^b Calculation based on average shares outstanding.

^c 10.5% of gross income was attributable to dividends paid by GMAC Capital Trust I.

^d Amount is less than $0.005.

^e Total net asset value return measures the change in net asset value per share over the period indicated. Total market value return is computed based upon the Fund's NYSE market price per share and excludes the effects of brokerage commissions. Dividends and distributions are assumed, for purposes of these calculations, to be reinvested at prices obtained under the Fund's dividend reinvestment plan.

^f Not annualized.

^g Annualized.

^h Average daily managed assets represent net assets plus the outstanding balance of the revolving credit agreement.

See accompanying notes to financial statements.
21

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

NOTES TO FINANCIAL STATEMENTS

Note 1. Organization and Significant Accounting Policies

Cohen & Steers Limited Duration Preferred and Income Fund, Inc. (the Fund) was incorporated under the laws of the State of Maryland on May 1, 2012 and is registered under the Investment Company Act of 1940 (the 1940 Act) as a diversified, closed-end management investment company. The Fund's investment objective is high current income. On July 28, 2015, the Fund's diversification classification under the 1940 Act automatically converted from non-diversified to diversified status because the Fund operated as a diversified fund for a period of three years.

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The Fund is an investment company and, accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 946—Investment Companies. The accounting policies of the Fund are in conformity with accounting principles generally accepted in the United States of America (GAAP). The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Portfolio Valuation: Investments in securities that are listed on the NYSE are valued, except as indicated below, at the last sale price reflected at the close of the NYSE on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the closing bid and ask prices on such day or, if no ask price is available, at the bid price. Forward foreign currency contracts are valued daily at the prevailing forward exchange rate. Centrally cleared interest rate swaps are valued at the price determined by the relevant exchange or clearinghouse. Over-the-counter interest rate swaps are valued utilizing quotes received from a third-party pricing service.

Securities not listed on the NYSE but listed on other domestic or foreign securities exchanges are valued in a similar manner. Securities traded on more than one securities exchange are valued at the last sale price reflected at the close of the exchange representing the principal market for such securities on the business day as of which such value is being determined. If after the close of a foreign market, but prior to the close of business on the day the securities are being valued, market conditions change significantly, certain non-U.S. equity holdings may be fair valued pursuant to procedures established by the Board of Directors.

Readily marketable securities traded in the over-the-counter market, including listed securities whose primary market is believed by Cohen & Steers Capital Management, Inc. (the investment advisor) to be over-the-counter, are valued at the last sale price on the valuation date as reported by sources deemed appropriate by the Board of Directors to reflect their fair market value. If there has been no sale on such day, the securities are valued at the mean of the closing bid and ask prices on such day or, if no ask price is available, at the bid price. However, certain fixed-income securities may be valued on the basis of prices provided by a third-party pricing service or third-party broker-dealers when such prices are believed by the investment advisor, pursuant to delegation by the Board of Directors, to

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

reflect the fair market value of such securities. The pricing services or broker-dealers use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services or broker-dealers may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services or broker-dealers also utilize proprietary valuation models which may consider market transactions in comparable securities and the various relationships between securities in determining fair value and/or characteristics such as benchmark yield curves, option-adjusted spreads, credit spreads, estimated default rates, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features which are used to calculate the fair values.

Short-term debt securities with a maturity date of 60 days or less are valued at amortized cost, which approximates fair value. Investments in open-end mutual funds are valued at their closing net asset value.

The policies and procedures approved by the Fund's Board of Directors delegate authority to make fair value determinations to the investment advisor, subject to the oversight of the Board of Directors. The investment advisor has established a valuation committee (Valuation Committee) to administer, implement and oversee the fair valuation process according to the policies and procedures approved annually by the Board of Directors. Among other things, these procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.

Securities for which market prices are unavailable, or securities for which the investment advisor determines that the bid and/or ask price or a counterparty valuation does not reflect market value, will be valued at fair value, as determined in good faith by the Valuation Committee, pursuant to procedures approved by the Fund's Board of Directors. Circumstances in which market prices may be unavailable include, but are not limited to, when trading in a security is suspended, the exchange on which the security is traded is subject to an unscheduled close or disruption or material events occur after the close of the exchange on which the security is principally traded. In these circumstances, the Fund determines fair value in a manner that fairly reflects the market value of the security on the valuation date based on consideration of any information or factors it deems appropriate. These may include, but are not limited to, recent transactions in comparable securities, information relating to the specific security and developments in the markets.

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.

Fair value is defined as the price that the Fund would expect to receive upon the sale of an investment or expect to pay to transfer a liability in an orderly transaction with an independent buyer in the principal market or, in the absence of a principal market, the most advantageous market for the

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

investment or liability. The hierarchy of inputs that are used in determining the fair value of the Fund's investments is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

For movements between the levels within the fair value hierarchy, the Fund has adopted a policy of recognizing the transfer at the end of the period in which the underlying event causing the movement occurred. Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. There were no transfers between Level 1 and Level 2 securities as of December 31, 2015.

The following is a summary of the inputs used as of December 31, 2015 in valuing the Fund's investments carried at value:

	Total		Quoted Prices in Active Markets for Identical Investments (Level 1)		Other Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Preferred Securities— $25 Par Value: Banks		$95,493,914		$88,448,602		$7,045,312		$—
Other Industries		142,098,595		142,098,595		—		—
Preferred Securities— Capital Securities:
Banks		226,574,426		27,071,567		196,579,193		2,923,666
Other Industries		541,407,865		—		541,407,865		—
Corporate Bonds		12,151,427		—		12,151,427		—
Short-Term Investments		6,000,000		—		6,000,000		—
Total Investments^a	$	1,023,726,227	$	257,618,764	$	763,183,797	$	2,923,666	^b
Centrally cleared interest rate swap contracts	$	3,048,691	$	—	$	3,048,691	$	—
Forward foreign currency exchange contracts		868,671		—		868,671		—
Total Appreciation in Other Financial Instruments^a	$	3,917,362	$	—	$	3,917,362	$	—

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

	Total			Quoted Prices in Active Markets for Identical Investments (Level 1)		Other Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Forward foreign currency exchange contracts	$	(584,710	)	$	—	$	(584,710	)	$	—
Total Depreciation in Other Financial Instruments^a	$	(584,710	)	$	—	$	(584,710	)	$	—

^a Portfolio holdings are disclosed individually on the Schedule of Investments.

^b Level 3 investments are valued by a third-party pricing service. The inputs for these securities are not readily available or cannot be reasonably estimated. A change in the significant unobservable inputs could result in a significantly lower or higher value in such Level 3 investments.

Following is a reconciliation of investments for which significant unobservable inputs (Level 3) were used in determining fair value:

	Preferred Securities— Capital Securities— Banks
Balance as of December 31, 2014	$	—
Transfers into Level 3^a		2,923,666
Balance as of December 31, 2015	$	2,923,666

The change in unrealized appreciation (depreciation) attributable to securities owned on December 31, 2015 which were valued using significant unobservable inputs (Level 3) amounted to $(5,037).

^a Transfers from Level 2 to Level 3 are due to a decrease in market activity (e.g. frequency of trades), which resulted in a lack of available market inputs to determine prices.

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 is recorded on the ex-dividend date, except for certain dividends on foreign securities, which are recorded as soon as the Fund is informed after the ex-dividend date. Distributions from Real Estate Investment Trusts (REITs) are recorded as ordinary income, net realized capital gains or return of capital based on information reported by the REITs and management's

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

estimates of such amounts based on historical information. These estimates are adjusted when the actual source of distributions is disclosed by the REITs and actual amounts may differ from the estimated amounts.

Foreign Currency Translation: The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollars based upon prevailing exchange rates on the respective dates of such transactions. The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency exchange contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, other than investments in securities, on the date of valuation, resulting from changes in exchange rates. Pursuant to U.S. federal income tax regulations, certain foreign currency gains/losses included in realized and unrealized gains/losses are included in or are a reduction of ordinary income for federal income tax purposes.

Foreign Securities: The Fund directly purchases securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the ability to repatriate funds, less complete financial information about companies and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than securities of comparable U.S. issuers.

Forward Foreign Currency Exchange Contracts: The Fund enters into forward foreign currency exchange contracts to hedge the currency exposure associated with certain of its non-U.S. dollar denominated securities. A forward foreign currency exchange contract is a commitment between two parties to purchase or sell foreign currency at a set price on a future date. The market value of a forward foreign currency exchange contract fluctuates with changes in foreign currency exchange rates. These contracts are marked to market daily and the change in value is recorded by the Fund as unrealized appreciation and/or depreciation on foreign currency translations. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are included in net realized gain or loss on foreign currency transactions. For federal income tax purposes, the Fund has made an election to treat gains and losses from forward foreign currency exchange contracts as capital gains and losses.

Forward foreign currency exchange contracts involve elements of market risk in excess of the amounts reflected on the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the foreign exchange rate underlying the contract. Risks may also arise upon entering these

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

contracts from the potential inability of the counterparties to meet the terms of their contracts. In connection with these contracts, securities may be identified as collateral in accordance with the terms of the respective contracts.

Interest Rate Swap Contracts: The Fund uses interest rate swaps in connection with borrowing under its revolving credit agreement. The interest rate swaps are intended to reduce interest rate risk by countering the effect that an increase in short-term interest rates could have on the performance of the Fund's shares as a result of the floating rate structure of interest owed pursuant to the revolving credit agreement. Interest rate swap agreements may be privately negotiated in the over-the-counter market pursuant to a bilateral contract (OTC swaps) or be centrally cleared (centrally cleared swaps). When entering into interest rate swaps, the Fund agrees to pay the other party to the interest rate swap (which is known as the counterparty) a fixed rate payment in exchange for the counterparty's agreement to pay the Fund a variable rate payment that was intended to approximate the Fund's variable rate payment obligation on the revolving credit agreement. The payment obligation is based on the notional amount of the swap. Depending on the state of interest rates in general, the use of interest rate swaps could enhance or harm the overall performance of the Fund. Swaps are marked-to-market daily and changes in the value are recorded as unrealized appreciation (depreciation).

For OTC swaps, unrealized appreciation or depreciation is reported as an asset or liability on the Statement of Assets and Liabilities. Changes in market value, including the accrual of periodic amounts of interest to be paid or received, are reflected as a component of net change in unrealized appreciation (depreciation) on the Statement of Operations. A realized gain or loss is recorded upon payment or receipt of a periodic payment or termination of a swap agreement.

In a centrally cleared swap, immediately following execution of the swap agreement, the swap agreement is novated to a central counterparty (the CCP) and the Fund's counterparty on the swap agreement becomes the CCP. The Fund is required to interface with the CCP through a broker. Upon entering into a centrally cleared swap, the Fund is required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on the size and risk profile of the particular swap. Securities deposited as initial margin are designated on the Schedule of Investments and cash deposited is recorded on the Statement of Assets and Liabilities as cash pledged for centrally cleared swaps. The daily change in valuation of centrally cleared swaps is recorded as a receivable or payable for variation margin in the Statement of Assets and Liabilities. Payments received from or paid to the counterparty, including at termination, are recorded as realized gain (loss) in the Statement of Operations.

Swap agreements involve, to varying degrees, elements of market and counterparty risk, and exposure to loss in excess of the related amounts reflected on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of contractual terms in the agreements and that there may be unfavorable changes in interest rates.

At December 31, 2015, the Fund did not have any over-the-counter interest rate swap contracts outstanding.

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

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, if any, are declared and paid monthly. Net realized capital gains, unless offset by any available capital loss carryforward, are typically distributed to shareholders at least 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 in accordance with the Fund's Reinvestment Plan, unless the shareholder has elected to have them paid in cash.

Dividends from net investment income are subject to recharacterization for tax purposes. Based upon the results of operations for the year ended December 31, 2015, a portion of the dividends have been reclassified to distributions from net realized gain and return of capital.

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. Also, in order to avoid the payment of any federal excise taxes, the Fund will distribute substantially all of its net investment income and net realized gains on a calendar year basis. Accordingly, no provision for federal income or excise tax is necessary. Dividend and interest income from holdings in non-U.S. securities is recorded net of non-U.S. taxes paid. Management has analyzed the Fund's tax positions taken on federal and applicable state income tax returns as well as its tax positions in non-U.S. jurisdictions in which it trades for all open tax years and has concluded that as of December 31, 2015, no additional provisions for income tax are required in the Fund's financial statements. The Fund's tax positions for the tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service, state departments of revenue and by foreign tax authorities.

Note 2. Investment Advisory Fees, Administration Fees and Other Transactions with Affiliates

Investment Advisory Fees: The investment advisor serves as the Fund's investment advisor pursuant to an investment advisory agreement (the investment advisory agreement). Under the terms of the investment advisory agreement, the investment advisor provides the Fund with 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 Board of Directors.

For the services provided to the Fund, the investment advisor receives a fee, accrued daily and paid monthly, at the annual rate of 0.70% of the average daily managed assets of the Fund. Managed assets are equal to the net assets plus the amount of any borrowings, used for leverage, outstanding.

Administration Fees: The Fund has entered into an administration agreement with the investment advisor under which the investment advisor performs certain administrative functions for the Fund and receives a fee, accrued daily and paid monthly, at the annual rate of 0.05% of the average daily managed assets of the Fund. For the year ended December 31, 2015, the Fund incurred $528,179 in fees under this administration agreement. Additionally, the Fund pays State Street Bank and Trust Company as co-administrator under a fund accounting and administration agreement.

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

Directors' and Officers' Fees: Certain directors and officers of the Fund are also directors, officers and/or employees of the investment advisor. The Fund does not pay compensation to directors and officers affiliated with the investment advisor except for the Chief Compliance Officer, who received compensation from the investment advisor, which was reimbursed by the Fund, in the amount of $13,143 for the year ended December 31, 2015.

Note 3. Purchases and Sales of Securities

Purchases and sales of securities, excluding short-term investments, for the year ended December 31, 2015, totaled $483,922,414 and $487,045,854, respectively.

Note 4. Derivative Investments

The following tables present the value of derivatives held at December 31, 2015 and the effect of derivatives held during the year ended December 31, 2015, along with the respective location in the financial statements.

Statement of Assets and Liabilities

Assets

Liabilities

Derivatives

Location

Fair Value

Location

Fair Value

Interest Rate Risk:

Centrally cleared Payable for variation margin
interest rate on centrally cleared interest
swap contracts

—

rate swap contracts

3,048,691

Foreign Exchange Risk:

Forward foreign
currency
exchange
contracts^b

Unrealized appreciation

868,671

Unrealized depreciation

584,710

^a Amount represents the cumulative appreciation (depreciation) on interest rate swap contracts as reported on the Schedule of Investments. The Statement of Assets and Liabilities only reflects the current day variation margin payable to the broker.

^b Forward foreign currency exchange contracts executed with Brown Brothers Harriman are not subject to a master netting arrangement or another similar agreement.

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

Statement of Operations
Derivatives	Location	Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)
Interest Rate Risk:
Centrally cleared interest rate swap contracts	Net Realized and Unrealized Gain (Loss)	$	77,857		$	3,048,691
Over-the-counter interest rate swap contracts	Net Realized and Unrealized Gain (Loss)		(5,451,418	)		(2,092,438	)
Foreign Exchange Risk:
Forward foreign currency exchange contracts	Net Realized and Unrealized Gain (Loss)		3,945,677			(272,322	)

The following summarizes the volume of the Fund's interest rate swaps and forward foreign currency exchange contracts activity during the year ended December 31, 2015:

	Centrally Cleared Interest Rate Swap Contracts			Over-the- Counter Interest Rate Swap Contracts			Forward Foreign Currency Exchange Contracts
Average Notional Balance	$	240,000,000	^a	$	283,500,000	^b	$	49,466,584
Ending Notional Balance		240,000,000			—			64,296,787

^a Average for the period October 28, 2015 to December 31, 2015.

^b Average for the period January 1, 2015 to October 28, 2015.

Note 5. Income Tax Information

The tax character of dividends and distributions paid was as follows:

	For the Year Ended December 31,
	2015		2014
Ordinary income	$	43,264,159	$	49,308,005
Long-term capital gain		8,556,363		13,312,015
Return of capital		2,150,324		—
Total dividends and distributions	$	53,970,846	$	62,620,020

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

As of December 31, 2015, the tax-basis components of accumulated earnings and the federal tax cost were as follows:

Cost for federal income tax purposes	$	983,936,610
Gross unrealized appreciation	$	52,157,683
Gross unrealized depreciation		(12,368,066	)
Net unrealized appreciation	$	39,789,617

The Fund incurred net ordinary losses of $273,326 after October 31, 2015, that it has elected to treat as arising in the following fiscal year.

As of December 31, 2015, the Fund had temporary book/tax differences primarily attributable to wash sales on portfolio securities and certain fixed income securities and permanent book/tax differences primarily attributable to foreign currency transactions, differing treatment of interest rate swaps and certain fixed income securities. To reflect reclassifications arising from the permanent differences, paid-in capital was credited $3,014,963, accumulated undistributed net realized gain was credited $1,969,136 and accumulated undistributed net investment income was charged $4,984,099. Net assets were not affected by this reclassification.

Note 6. Capital Stock

The Fund is authorized to issue 250 million shares of common stock at a par value of $0.001 per share.

During the years ended December 31, 2015 and December 31, 2014, the Fund did not issue shares of common stock for the reinvestment of dividends.

On December 8, 2015, the Board of Directors approved the continuation of the delegation of its authority to management to effect repurchases, pursuant to management's discretion and subject to market conditions and investment considerations, of up to 10% of the Fund's common shares outstanding (Share Repurchase Program) as of January 1, 2016, through the fiscal year ended December 31, 2016.

During the years ended December 31, 2015 and December 31, 2014, the Fund did not effect any repurchases.

Note 7. Borrowings

The Fund has entered into a $315,000,000 revolving credit agreement (the credit agreement) with State Street Bank and Trust Company (State Street). The Fund pays a monthly financing charge which is calculated based on the used portion of the credit agreement and a LIBOR-based rate. The Fund also pays a fee of 0.20% per annum on the unused portion of the credit agreement. The credit agreement has a 360-day evergreen provision whereby State Street may terminate this agreement upon 360 days' notice, but the Fund may terminate on 30 days' notice to State Street. Securities held by the Fund are subject to a lien, granted to State Street, to the extent of the borrowing outstanding in connection with the Fund's

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

revolving credit agreement. If the Fund fails to meet certain requirements, or maintain other financial covenants required under the credit agreement, the Fund may be required to repay immediately, in part or in full, the loan balance outstanding under the credit agreement, necessitating the sale of portfolio securities at potentially inopportune times.

As of December 31, 2015, the Fund had outstanding borrowings of $315,000,000. During the year ended December 31, 2015, the Fund borrowed an average daily balance of $315,000,000 at a weighted average borrowing cost of 1.0%.

Note 8. Other

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.

Note 9. Subsequent Events

Management has evaluated events and transactions occurring after December 31, 2015 through the date that the financial statements were issued, and has determined that no additional disclosure in the financial statements is required.

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Cohen & Steers Limited Duration Preferred and Income Fund, Inc.

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations, of changes in net assets and of cash flows and the financial highlights present fairly, in all material respects, the financial position of Cohen & Steers Limited Duration Preferred and Income Fund, Inc. (the "Fund") at December 31, 2015, the results of its operations and its cash flows for the year then ended and the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, 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 audits. We conducted our audits 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 audits, which included confirmation of securities at December 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
New York, New York
February 25, 2016

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

AVERAGE ANNUAL TOTAL RETURNS

(Periods ended December 31, 2015) (Unaudited)

Based on Net Asset Value						Based on Market Value
One Year			Since Inception (7/27/12)			One Year			Since Inception (7/27/12)
	6.52	%		10.14	%		7.66	%		5.09	%

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. Performance results reflect the effect of leverage from utilization of borrowings under a revolving credit agreement. Current total returns of the Fund can be obtained by visiting our website at cohenandsteers.com. The Fund's returns assume the reinvestment of all dividends and distributions at prices obtained under the Fund's dividend reinvestment plan.

TAX INFORMATION—2015 (Unaudited)

Pursuant to the Jobs and Growth Relief Reconciliation Act of 2003, the Fund designates qualified dividend income of $42,169,176. Additionally, 50.87% of the ordinary dividends qualified for the dividends received deduction available to corporations. Also, the Fund designates a long-term capital gain distribution of $8,556,363 at the 20% maximum rate.

REINVESTMENT PLAN

The Fund has a dividend reinvestment plan commonly referred to as an "opt-out" plan (the Plan). Each common shareholder who participates in the Plan will have all distributions of dividends and capital gains (Dividends) automatically reinvested in additional common shares by Computershare as agent (the Plan Agent). Shareholders who elect not to participate in the Plan will receive all Dividends 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, 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 Dividend payment date, the net asset value (NAV) per share exceeds the market price per share plus estimated brokerage commissions on that date. The Plan Agent will receive the Dividend in newly issued common shares of the Fund if, on the Dividend payment date, the market price per share plus estimated brokerage commissions equals or exceeds the NAV 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 NAV or (ii) 95% of the closing market price per share on the payment date.

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

If the market price per share is less than the NAV on a Dividend payment date, the Plan Agent will have until the last business day before the next ex-dividend date for the common stock, but in no event more than 30 days after the Dividend payment date (as the case may be, the Purchase Period), to invest the Dividend amount in shares acquired in open market purchases. If at the close of business on any day during the Purchase Period on which NAV is calculated the NAV equals or is less than the market price per share plus estimated brokerage commissions, the Plan Agent will cease making open market purchases and the uninvested portion of such Dividends shall be filled through the issuance of new shares of common stock from the Fund at the price set forth in the immediately preceding paragraph.

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 Dividend record date; otherwise, it will be effective for all subsequent Dividends. 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 Dividends 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 Dividends. The automatic reinvestment of Dividends will not relieve participants of any income tax that may be payable or required to be withheld on such Dividends.

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.

OTHER INFORMATION

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 website at cohenandsteers.com or (iii) on the Securities and Exchange Commission's (the SEC) website 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 by August 31 of each year (i) without charge, upon request, by calling 800-330-7348 or (ii) on the SEC's website 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 website 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.

Please note that distributions paid by the Fund to shareholders are subject to recharacterization for tax purposes and are taxable up to the amount of the Fund's investment company taxable income and net realized gains. Distributions in excess of the Fund's net investment company taxable income and net realized gains are a 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.

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

Notice is hereby given in accordance with Rule 23c-1 under the 1940 Act that the Fund may purchase, from time to time, shares of its common stock in the open market.

Election of Directors

Effective October 1, 2015, the Board of Directors has elected Gerald J. Maginnis and Jane F. Magpiong as directors of the Fund to serve until the annual meeting of stockholders in 2016 and 2018, respectively, and until his or her successor is duly elected and qualifies. Please refer to the section titled "Management of the Fund" for the biographical information of each director.

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

MANAGEMENT OF THE FUND

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 investment advisor, administrator, co-administrator, custodian and transfer agent. The management of the Fund's day-to-day operations is delegated to its officers, the investment advisor, administrator and co-administrator, subject always to the investment objective and policies of the Fund and to the general supervision of the Board of Directors.

The Board of Directors and officers of the Fund and their principal occupations during at least 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 800-330-7348.

Name, Address and
Year of Birth¹

Position(s) Held
With Fund

Term of
Office²

Principal Occupation
During At Least
The Past 5 Years
(Including Other
Directorships Held)

Number of
Funds Within
Fund
Complex
Overseen by
Director
(Including
the Fund)

Length
of Time
Served³

Interested Directors⁴

Robert H. Steers
1953

Director and Chairman

Until next election of directors

Chief Executive Officer of Cohen & Steers Capital Management, Inc. (CSCM or the Advisor) and its parent, Cohen & Steers, Inc. (CNS) since 2014. Prior to that, Co-Chairman and Co-Chief Executive Officer of the Advisor since 2003 and CNS since 2004.

Since 1991

Joseph M. Harvey
1963

Director and Vice President

Until next election of directors

President and Chief Investment Officer of the Advisor since 2003 and President of CNS since 2004.

Since 2014

(table continued on next page)

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

(table continued from previous page)

Name, Address and
Year of Birth¹

Position(s) Held
With Fund

Term of
Office²

Principal Occupation
During At Least
The Past 5 Years
(Including Other
Directorships Held)

Number of
Funds Within
Fund
Complex
Overseen by
Director
(Including
the Fund)

Length
of Time
Served³

Disinterested Directors

Michael G. Clark
1965

Director

Until next election of directors

From 2006 to 2011, President and Chief Executive Officer of DWS Funds and Managing Director of Deutsche Asset Management.

Since 2011

Bonnie Cohen
1942

Director

Until next election of directors

Consultant. Board Member, DC Public Library Foundation since 2012, President since 2014; Board Member, Telluride Mountain Film Festival since 2010; Trustee, H. Rubenstein Foundation since 1996; Trustee, District of Columbia Public Libraries from 2004 to 2014.

Since 2001

George Grossman
1953

Director

Until next election of directors

Attorney-at-law.

Since 1996

Dean Junkans
1959

Director

Until next election of directors

C.F.A.; Chief Investment Officer at Wells Fargo Private Bank from 2004 to 2014 and Chief Investment Officer of the Wealth, Brokerage and Retirement group at Wells Fargo & Company from 2011 to 2014; Member and former Chair, Claritas Advisory Committee at the CFA Institute since 2013; Board Member and Investment Committee member, Bethel University Foundation since 2010; formerly, Corporate Executive Board Member of the National Chief Investment Officers Circle, 2010 to 2015; formerly, Member of the Board of Governors of the University of Wisconsin Foundation, River Falls, 1996 to 2004; U.S. Army Veteran, Gulf War.

Since 2015

(table continued on next page)

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

(table continued from previous page)

Name, Address and
Year of Birth¹

Position(s) Held
With Fund

Term of
Office²

Principal Occupation
During At Least
The Past 5 Years
(Including Other
Directorships Held)

Number of
Funds Within
Fund
Complex
Overseen by
Director
(Including
the Fund)

Length
of Time
Served³

Richard E. Kroon
1942

Director

Until next election of directors

Member of Investment Committee, Monmouth University since 2004; Retired Chairman and Managing Partner of Sprout Group venture capital funds, then an affiliate of Donaldson, Lufkin and Jenrette Securities Corporation from 1981 to 2001. Former Director of the National Venture Capital Association from 1997 to 2000, and Chairman for the year 2000.

Since 2004

Gerald J. Maginnis
1955

Director

Until next election of directors

Philadelphia Office Managing Partner, KPMG LLP from 2006 to 2015; Partner in Charge, KPMG Pennsylvania Audit Practice from 2002 to 2008; President, Pennsylvania Institute of Certified Public Accountants (PICPA) from 2014 to 2015; member, PICPA Board of Directors; member, Council of the American Institute of Certified Public Accountants (AICPA); member, Board of Trustees of AICPA Foundation.

Since 2015

(table continued on next page)

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

(table continued from previous page)

Name, Address and
Year of Birth¹

Position(s) Held
With Fund

Term of
Office²

Principal Occupation
During At Least
The Past 5 Years
(Including Other
Directorships Held)

Number of
Funds Within
Fund
Complex
Overseen by
Director
(Including
the Fund)

Length
of Time
Served³

Jane F. Magpiong
1960

Director

Until next election of directors

President, Untap Potential since 2013; Board Member, Crespi High School Since 2014; Senior Managing Director, TIAA-CREF, from 2011 to 2013; National Head of Wealth Management, TIAA-CREF, from 2008 to 2011; and prior to that, President, Bank of America Private Bank from 2005 to 2008.

Since 2015

Richard J. Norman
1943

Director

Until next election of directors

Private Investor. Member, Montgomery County, Maryland Department of Corrections Volunteer Corps. since February 2010; Liason for Business Leadership, Salvation Army World Service Organization (SAWSO) since 2010; Advisory Board Member, The Salvation Army since 1985; Prior thereto, Investment Representative of Morgan Stanley Dean Witter from 1966 to 2000.

Since 2001

(table continued on next page)

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

(table continued from previous page)

Name, Address and
Year of Birth¹

Position(s) Held
With Fund

Term of
Office²

Principal Occupation
During At Least
The Past 5 Years
(Including Other
Directorships Held)

Number of
Funds Within
Fund
Complex
Overseen by
Director
(Including
the Fund)

Length
of Time
Served³

Frank K. Ross
1943

Director

Until next election of directors

Visiting Professor of Accounting and Director of the Center for Accounting Education at Howard University School of Business since 2004; Board member and member of Audit Committee (Chairman from 2007 to 2012) and Human Resources and Compensation Committee, Pepco Holdings, Inc. (electric utility) from 2004 to 2014; Formerly, Mid-Atlantic Area Managing Partner for Assurance Services at KPMG LLP and Managing Partner of its Washington, DC offices from 1995 to 2003.

Since 2004

C. Edward Ward, Jr.
1946

Director

Until next election of directors

Member of The Board of Trustees of Manhattan College, Riverdale, New York from 2004 to 2014. Formerly Director of closed-end fund management for the New York Stock Exchange (the NYSE) where he worked from 1979 to 2004.

Since 2004

¹ The address for each director is 280 Park Avenue, New York, NY 10017.

² On March 12, 2008, the Board of Directors adopted a mandatory retirement policy stating a Director must retire from the Board on December 31st of the year in which he or she turns 75 years of age.

³ 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.

⁴ "Interested person", as defined in the 1940 Act, of the Fund because of affiliation with CSCM (Interested Directors).

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

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

Name, Address and
Year of Birth¹

Position(s) Held
With Fund

Principal Occupation During At Least the Past 5 Years

Length
of Time
Served²

Adam M. Derechin
1964

President and Chief Executive Officer

Chief Operating Officer of CSCM since 2003 and CNS since 2004.

Since 2005

William F. Scapell
1968

Vice President

Executive Vice President of CSCM since 2014. Prior to that, Senior Vice President of CSCM since 2003.

Since 2003

Elaine Zaharis-Nikas
1973

Vice President

Senior Vice President of CSCM since 2014. Prior to that, Vice President of CSCM since 2003.

Since 2015

Tina M. Payne
1974

Secretary and Chief Legal Officer

Senior Vice President and Associate General Counsel of CSCM since 2010.

Since 2007

James Giallanza
1966

Treasurer and Chief Financial Officer

Executive Vice President of CSCM since 2014. Prior to that, Senior Vice President of CSCM since 2006.

Since 2006

Lisa D. Phelan
1968

Chief Compliance Officer

Executive Vice President of CSCM since 2015. Prior to that, Senior Vice President of CSCM since 2008. Chief Compliance Officer of CSCM, the Cohen & Steers funds, Cohen & Steers Asia Limited and CSSL since 2007, 2006, 2005 and 2004, respectively.

Since 2006

¹ The address of each officer is 280 Park Avenue, New York, NY 10017.

² 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.

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

Cohen & Steers Privacy Policy

Facts				What Does Cohen & Steers Do With Your Personal Information?
Why?				Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What?				The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and account balances • Transaction history and account transactions • Purchase history and wire transfer instructions
How?				All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons Cohen & Steers chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information	Does Cohen & Steers share?	Can you limit this sharing?
For our everyday business purposes— such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or reports to credit bureaus	Yes	No
For our marketing purposes— to offer our products and services to you	Yes	No
For joint marketing with other financial companies—	No	We don't share
For our affiliates' everyday business purposes— information about your transactions and experiences	No	We don't share
For our affiliates' everyday business purposes— information about your creditworthiness	No	We don't share
For our affiliates to market to you—	No	We don't share
For non-affiliates to market to you—	No	We don't share

Questions? Call 800.330.7348

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

Cohen & Steers Privacy Policy—(Continued)

Who we are
Who is providing this notice?				Cohen & Steers Capital Management, Inc., Cohen & Steers Asia Limited, Cohen & Steers Japan, LLC, Cohen & Steers UK Limited, Cohen & Steers Securities, LLC, Cohen & Steers Private Funds and Cohen & Steers Open and Closed-End Funds (collectively, Cohen & Steers).
What we do
How does Cohen & Steers protect my personal information?				To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We restrict access to your information to those employees who need it to perform their jobs, and also require companies that provide services on our behalf to protect your information.
How does Cohen & Steers collect my personal information?				We collect your personal information, for example, when you: • Open an account or buy securities from us • Provide account information or give us your contact information • Make deposits or withdrawals from your account We also collect your personal information from other companies.
Why can't I limit all sharing?				Federal law gives you the right to limit only: • sharing for affiliates' everyday business purposes—information about your creditworthiness • affiliates from using your information to market to you • sharing for non-affiliates to market to you State law and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates				Companies related by common ownership or control. They can be financial and nonfinancial companies. • Cohen & Steers does not share with affiliates.
Non-affiliates				Companies not related by common ownership or control. They can be financial and nonfinancial companies. • Cohen & Steers does not share with non-affiliates.
Joint marketing				A formal agreement between non-affiliated financial companies that together market financial products or services to you. • Cohen & Steers does not jointly market.

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

Cohen & Steers Investment Solutions

COHEN & STEERS GLOBAL REALTY SHARES

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

• Symbols: CSFAX, CSFCX, CSSPX, GRSRX, CSFZX

COHEN & STEERS INSTITUTIONAL REALTY SHARES

• Designed for institutional investors seeking total return, investing primarily in U.S. real estate securities

• Symbol: CSRIX

COHEN & STEERS REAL ESTATE SECURITIES FUND

• Designed for investors seeking total return, investing primarily in U.S. real estate securities

• Symbols: CSEIX, CSCIX, CSDIX, CIRRX, CSZIX

COHEN & STEERS INTERNATIONAL REALTY FUND

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

• Symbols: IRFAX, IRFCX, IRFIX, IRFRX, IRFZX

COHEN & STEERS REALTY SHARES

• Designed for investors seeking total return, investing primarily in U.S. real estate securities

• Symbol: CSRSX

COHEN & STEERS
INSTITUTIONAL GLOBAL REALTY SHARES

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

• Symbol: GRSIX

COHEN & STEERS GLOBAL INFRASTRUCTURE FUND

• Designed for investors seeking total return, investing primarily in global infrastructure securities

• Symbols: CSUAX, CSUCX, CSUIX, CSURX, CSUZX

COHEN & STEERS DIVIDEND VALUE FUND

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

• Symbols: DVFAX, DVFCX, DVFIX, DVFRX, DVFZX

COHEN & STEERS
PREFERRED SECURITIES AND INCOME FUND

• Designed for investors seeking total return (high current income and capital appreciation), investing primarily in preferred and debt securities

• Symbols: CPXAX, CPXCX, CPXIX, CPRRX, CPXZX

COHEN & STEERS
LOW DURATION PREFERRED AND INCOME FUND

• Designed for investors seeking high current income and capital preservation by investing in low-duration preferred and other income securities

• Symbols: LPXAX, LPXCX, LPXIX, LPXRX, LPXZX

COHEN & STEERS REAL ASSETS FUND

• Designed for investors seeking total return and the maximization of real returns during inflationary environments by investing primarily in real assets

• Symbols: RAPAX, RAPCX, RAPIX, RAPRX, RAPZX

COHEN & STEERS
MLP & ENERGY OPPORTUNITY FUND

• Designed for investors seeking total return, investing primarily in midstream energy master limited partnership (MLP) units and related stocks

• Symbols: MLOAX, MLOCX, MLOIX, MLORX, MLOZX

COHEN & STEERS
ACTIVE COMMODITIES STRATEGY FUND

• Designed for investors seeking total return, investing primarily in a diversified portfolio of exchange-traded commodity future contracts and other commodity-related derivative instruments

• Symbols: CDFAX, CDFCX, CDFIX, CDFRX, CDFZX

Distributed by Cohen & Steers Securities, LLC.

COHEN & STEERS GLOBAL REALTY MAJORS ETF

• Designed for investors who seek a relatively low-cost passive approach for investing in a portfolio of real estate equity securities of companies in a specified index

• Symbol: GRI

Distributed by ALPS Distributors, Inc.

ISHARES COHEN & STEERS
REALTY MAJORS INDEX FUND

• Designed for investors who seek a relatively low-cost passive approach for investing in a portfolio of real estate equity securities of companies in a specified index

• Symbol: ICF

Distributed by SEI Investments Distribution Co.

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

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.

OFFICERS AND DIRECTORS

Robert H. Steers
Director and Chairman

Joseph M. Harvey
Director and Vice President

Michael G. Clark
Director

Bonnie Cohen
Director

George Grossman
Director

Dean Junkans
Director

Richard E. Kroon
Director

Gerald J. Maginnis
Director

Jane F. Magpiong
Director

Richard J. Norman
Director

Frank K. Ross
Director

C. Edward Ward, Jr.
Director

Adam M. Derechin
President and Chief Executive Officer

William F. Scapell
Vice President

Elaine Zaharis-Nikas
Vice President

Tina M. Payne
Secretary and Chief Legal Officer

James Giallanza
Treasurer and Chief Financial Officer

Lisa D. Phelan
Chief Compliance Officer

KEY INFORMATION

Investment Advisor

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

Co-administrator and Custodian

State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111

Transfer Agent

Computershare
480 Washington Boulevard
Jersey City, NJ 07310
(866) 227-0757

Legal Counsel

Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036

New York Stock Exchange Symbol: LDP

Website: cohenandsteers.com

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

COHEN & STEERS

LIMITED DURATION PREFERRED AND INCOME FUND

280 PARK AVENUE

NEW YORK, NY 10017

eDelivery NOW AVAILABLE

Stop traditional mail delivery; receive your shareholder reports and prospectus online.

Sign up at cohenandsteers.com

LDPAR

Annual Report December 31, 2015

Cohen & Steers Limited Duration Preferred and Income Fund

Item 2. Code of Ethics.

The Registrant has adopted an Amended and Restated Code of Ethics that applies to its Principal Executive Officer and Principal Financial Officer. The Code of Ethics was in effect during the reporting period. The Registrant has not amended the Code of Ethics as described in Form N-CSR during the reporting period. The Registrant has not granted any waiver, including an implicit waiver, from a provision of the Code of Ethics as described in Form N-CSR during the reporting period. A current copy of the Code of Ethics is available on the Registrant’s website at https://www.cohenandsteers.com/assets/content/uploads/Code_of_Ethics_for_Principal_Executive_and_Principal_Financial_ Officers_of_the_Funds.pdf. Upon request, a copy of the Code of Ethics can be obtained free of charge by calling 800-330-7348 or writing to the Secretary of the Registrant, 280 Park Avenue, 10th floor, New York, NY 10017.

Item 3. Audit Committee Financial Expert.

The registrant’s board has determined that Michael G. Clark and Frank K. Ross, each a member of the board’s Audit Committee, are each an “audit committee financial expert”. Mr. Clark and Mr. Ross are each “independent,” as such term is defined in Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(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:

	2015		2014
Audit Fees	$	47,700	$	47,700
Audit-Related Fees	$	0	$	0
Tax Fees	$	6,600	$	6,600
All Other Fees	$	0	$	0

Tax fees were billed in connection with tax compliance services, including the preparation and review of federal and state tax returns and the computation of corporate and franchise tax amounts.

(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 advisor (not including any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor) and/or to any entity controlling, controlled by or under common control with the registrant’s investment advisor 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 advisor.

(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, 2015 and December 31, 2014, 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 advisor (not including any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor) and/or to any entity controlling, controlled by or under common control with the registrant’s investment advisor that provides ongoing services to the registrant were:

	2015		2014
Registrant	$	6,600	$	6,600
Investment Advisor	$	0	$	15,000

(h) The registrant’s audit committee considered whether the provision of non-audit services that were rendered to the registrant’s investment advisor (not including any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor) and/or to any entity controlling, controlled by or under common control with the registrant’s investment advisor 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), Michael G. Clark, 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, Inc. and its affiliated advisors (“Cohen & Steers”, “we” or “us”) follow in exercising voting rights with respect to securities held in its client portfolios. All proxy-voting rights that are exercised by Cohen & Steers shall be subject to this Statement of Policy and Procedures

A. General Proxy Voting Guidelines

Objectives

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

· Responsibility. Cohen & Steers 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.

· Rationalizing Management and Shareholder Concerns. Cohen & Steers 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.

· Shareholder Communication. Since companies are owned by their shareholders, Cohen & Steers 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.

General Principles

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

· 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.

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

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

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

· To the extent reasonably possible, Cohen & Steers shall participate in each shareholder voting opportunity.

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

· Cohen & Steers, and its officers and employees, shall never accept any item of value in consideration of a favorable proxy voting decision.

General Guidelines

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

· Prudence. In making a proxy voting decision, Cohen & Steers 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.

· Third Party Views. While Cohen & Steers may consider the views of third parties, Cohen & Steers 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.

· 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, Cohen & Steers 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., Cohen & Steers may discount long-term views on a short-term holding).

Specific Guidelines

Uncontested Director Elections

Votes on director nominees should be made on a case-by-case basis using a “mosaic” approach, where all factors are considered in director elections and where no single issue is deemed to be determinative. For example, a nominee’s experience and business judgment may be critical to the long-term success of the portfolio company, notwithstanding the fact that he or she may serve on the board of more than four public companies. In evaluating nominees, we consider the following factors:

· Whether the nominee attended less than 75 percent of the board and committee meetings without a valid excuse for the absences;

· Whether the nominee is an inside or affiliated outside director and sits on the audit, compensation, or nominating committees;

· Whether the board ignored a significant shareholder proposal that was approved by a majority of the votes cast in the previous year;

· Whether the board, without shareholder approval, to our knowledge 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;

· Whether the nominee is an inside or affiliated outside director and the full board serves as the audit, compensation, or nominating committee or the company does not have one of these committees;

· Whether the nominee is an insider or affiliated outsider on boards that are not at least majority independent;

· Whether the nominee is the CEO of a publicly-traded company who serves on more than two public boards;

· Whether the nominee is the chairperson of a publicly-traded company who serves on more than two public boards;

· Whether the nominee serves on more than four public company boards;

· Whether the nominee serves on the audit committee where there is evidence (such as audit reports or reports mandated under the Sarbanes Oxley Act) that there exists material weaknesses in the company’s internal controls;

· Whether the nominee serves on the compensation committee if that director was present at the time of the grant of backdated options or options the pricing or the timing of which we believe may have been manipulated to provide additional benefits to executives;

· Whether the nominee has a material related party transaction or is believed by us to have a material conflict of interest with the portfolio company;

· Whether the nominee (or the overall board) in our view has a record of making poor corporate or strategic decisions or has demonstrated an overall lack of good business judgment, including, among other things, whether the company’s total shareholder return is in the bottom 25% of its peer group over the prior five years;

· Material failures of governance, stewardship, risk oversight(1), or fiduciary responsibilities at the

(1) Examples of failure of risk oversight include, but are not limited to: bribery; large or serial fines from regulatory bodies; significant adverse legal judgments or settlements; hedging of company stock by the employees or directors of a company; or significant pledging of company stock in the aggregate by the officers and directors of a company.

company;

· Failure to replace management as appropriate; and

· Egregious actions related to a director’s service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company.

Proxy Access

We recognize the importance of shareholder access to the ballot process as a means to ensure that boards do not become self-perpetuating and self-serving. However, we are also aware that some proposals may promote certain interest groups and could be disruptive to the nomination process. We vote on a case-by-case basis considering the proxy access terms in light of a company’s specific circumstances and we may support proxy access proposals when management and boards have displayed a lack of shareholder accountability.

Proxy Contests

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 such as is normally applied to changes in control. Criteria for evaluating director nominees as a group or individually should also include: the underlying reason why the new slate (or individual director) is being proposed; performance; compensation; corporate governance provisions and takeover activity; criminal activity; attendance at meetings; investment in the company; interlocking directorships; inside, outside and independent directors; number of other board seats; and other experience. It is impossible to have a general policy regarding director nominees in a contested election.

Reimbursement of Proxy Solicitation Expenses

Decisions to provide full reimbursement for dissidents waging a proxy contest should be made on a case-by-case basis. In the absence of compelling reasons, Cohen & Steers will generally not support such proposals.

Ratification of Auditors

We vote for proposals to ratify auditors, auditor remuneration and/or proposals authorizing the board to fix audit fees, unless:

· an auditor has a financial interest in or association with the company, and is therefore not independent;

· there is reason to believe that the independent auditor has rendered an opinion that is neither accurate nor indicative of the company’s financial position;

· the name of the proposed auditor and/or fees paid to the audit firm are not disclosed by the company in a timely manner prior to the meeting;

· the auditors are being changed without explanation; or

· fees paid for non-audit related services are excessive and/or exceed limits set in local best practice recommendations or law.

In circumstances where fees for non-audit services include fees related to significant one-time capital structure events; initial public offerings; bankruptcy emergence, and spinoffs; and the company makes public disclosure of the amount and nature of those fees, then such fees may be excluded from the non-audit fees considered in determining whether non-audit related fees are excessive.

We vote on a case-by-case basis on auditor rotation proposals. Criteria for evaluating the rotation proposal include, but are not limited to: tenure of the audit firm; establishment and disclosure of a renewal process whereby the auditor is regularly evaluated for both audit quality and competitive price; length of the rotation period advocated in the proposal; and any significant audit related issues.

Generally, we vote against auditor indemnification and limitation of liability; however we recognize there may be situations where indemnification and limitations on liability may be appropriate.

Takeover Defenses

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, Cohen & Steers opposes measures that are designed to prevent or obstruct corporate takeovers because they can entrench current management. The following are our guidelines on change of control issues:

Shareholder Rights Plans

We acknowledge 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 review on a case-by-case basis management proposals to ratify a poison pill. We generally look for shareholder friendly features including a two- to three-year sunset provision, a permitted bid provision and a 20 percent or higher flip-in provision.

Greenmail

We vote for proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a company’s ability to make greenmail payments.

Unequal Voting Rights

Generally, we vote against dual-class recapitalizations as they offer an effective way for a firm to thwart hostile takeovers by concentrating voting power in the hands of management or other insiders. We support the one-share, one-vote principle for voting.

Classified Boards

We generally vote in favor of shareholder proposals to declassify a board of directors, although we acknowledge that a classified board may be in the long-term best interests of the shareholders of a company in certain situations, such as continuity of a strong board and management team or for certain types of companies. In voting on shareholder proposals to declassify a board of directors, we evaluate all facts and circumstances surrounding such proposal, including whether: (i) the current management and board have a track record of making good corporate or strategic decisions, (ii) the shareholder proposing the de-classification has an agenda in making such proposal that may be at odds with the long-term best interests of the shareholders of the company, or (iii) it would be in the best interests of the company to thwart a shareholder’s attempt to control the board of directors.

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. However, we acknowledge that cumulative voting promotes special candidates who may not represent the interests of all, or even a majority, of shareholders. In voting on proposals to institute cumulative voting, we therefore evaluate all facts and circumstances surrounding such proposal and we generally vote against cumulative voting where the company has good corporate governance practices in place, including majority voting for board elections and de-classified boards.

Shareholder Ability to Call Special Meeting

Cohen & Steers votes on a case-by-case basis for shareholder proposals requesting companies to amend their governance documents (bylaws and/or charter) in order to allow shareholders to call special meetings. We recognize the importance on shareholder ability to call a special meeting and generally will vote for such shareholder proposals where the shareholder(s) making such proposal hold at least 20% of the company’s outstanding shares. However, we are also aware that some proposals are put forth in order to promote the agenda(s) of certain special interest groups and could be disruptive to the management of the company, and in those cases we will vote against such shareholder proposals.

Shareholder Ability to Act by Written Consent

We generally vote against proposals to allow or facilitate shareholder action by written consent. The requirement that all shareholders be given notice of a shareholders’ meeting and matters to be discussed therein seems to provide a reasonable protection of minority shareholder rights.

Shareholder Ability to Alter the Size of the Board

We generally vote for proposals that seek to fix the size of the board and vote against proposals that give management the ability to alter the size of the board without shareholder approval. While we recognize the importance of such proposals, we are however also aware that these proposals are sometimes put forth in order to promote the agenda(s) of certain special interest groups and could be disruptive to the management of the company.

Miscellaneous Board Provisions

Board Committees

Boards should delegate key oversight functions, such as responsibility for audit, nominating and compensation issues, to independent committees. The chairman and members of any committee should be clearly identified in the annual report. Any committee should have the authority to engage independent advisors where appropriate at the company’s expense.

Audit, nominating and compensation committees should consist solely of non-employee directors, who are independent of management.

Independent Chairman

We review on a case-by-case basis proposals requiring that the chairman’s position be filled by an independent director, taking into consideration the company’s current board leadership and governance structure; company performance, and any other factors that may be applicable.

Separate Chairman and CEO Role

We will generally vote for proposals looking to separate the CEO and Chairman roles. We do acknowledge, however, that under certain circumstances, it may be reasonable for the CEO and Chairman roles to be held by a single person.

Lead Directors and Executive Sessions

In cases where the CEO and Chairman roles are combined or the Chairman is not independent, we will vote for the appointment of a lead independent director and for regular executive sessions (board meetings taking place without the CEO/Chairman present).

Majority of Independent Directors

We vote for proposals that call for the board to be composed of a majority of independent directors. We believe that a majority of independent directors can be an important factor in facilitating objective decision making and enhancing accountability to shareholders.

Independent Committees

We vote for shareholder proposals requesting that the board’s audit, compensation, and nominating committees consist exclusively of independent directors.

Stock Ownership Requirements

We support measures requiring senior executives to hold a minimum amount of stock in a company (often expressed as a percentage of annual compensation), which may include restricted stock or restricted stock units.

Term of Office

We vote against shareholder proposals to limit the tenure of outside directors. Term limits pose artificial and arbitrary impositions on the board and could harm shareholder interests by forcing experienced and knowledgeable directors off the board.

Director and Officer Indemnification and Liability Protection

We generally support indemnification provisions that are consistent with the local jurisdiction in which the company has been formed. We vote in favor of proposals providing indemnification for directors and officers with respect to acts conducted in the normal course of business. We also vote in favor of proposals that expand coverage for directors and officers where, despite an unsuccessful legal defense, the director or officer acted in good faith and in the best interests of the company and the director or officers’ legal expenses are covered. We vote against proposals that would expand indemnification beyond coverage of legal expenses to coverage of acts, such as gross negligence, that are more serious violations of fiduciary obligations.

Board Size

We generally vote for proposals to limit the size of the board to 15 members or less.

Majority Vote Standard

We generally vote for proposals asking for the board to initiate the appropriate process to amend the company’s governance documents (charter or bylaws) to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders..

Supermajority Vote Requirements

We generally support proposals that seek to lower super-majority voting requirements

Disclosure of Board Nominees

We generally vote against the election of directors at companies if the names of the director nominees are not disclosed in a timely manner prior to the meeting. However, we recognize that companies in certain emerging markets may have a legitimate reason for not disclosing nominee names. In such a rare case, if a company discloses a legitimate reason why such nominee names should not be disclosed, we may vote for the nominees even if nominee names are not disclosed in a timely manner.

Disclosure of Board Compensation

We generally vote against the election of directors at companies if the compensation paid to such directors is not disclosed in a timely manner prior to the meeting. However, we recognize that companies in certain emerging markets may have a legitimate reason for not disclosing such compensation information. In such a rare case, if a company discloses a legitimate reason why such compensation should not be disclosed, we may vote for the nominees even if compensation is not disclosed in a timely manner.

Miscellaneous Governance Provisions

Confidential Voting

We vote for shareholder proposals requesting that companies adopt confidential voting, use independent tabulators, and use independent inspectors of election as long as the proposals include clauses for proxy contests as follows: in the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree, the policy remains in place. If the dissidents do not agree, the confidential voting policy is waived.

We also vote for management proposals to adopt confidential voting.

Bundled Proposals

We review on a case-by-case basis bundled or “conditioned” proxy proposals. In the case of items that are conditioned upon each other, we examine the benefits and costs of the packaged items. In instances where the joint effect of the conditioned items is not in shareholders’ best interests, we vote against the proposals. If the combined effect is positive, we support such proposals. In the case of bundled director proposals, we will vote for the entire slate only if we would have otherwise voted for each director on an individual basis.

Date/Location of Meeting

We vote against shareholder proposals to change the date or location of the shareholders’ meeting. No one site will meet the needs of all shareholders.

Adjourn Meeting if Votes are Insufficient.

Open-end requests for adjournment of a shareholder meeting generally will not be supported. However, where management specifically states the reason for requesting an adjournment and the requested adjournment is necessary to permit a proposal that would otherwise be supported under this policy to be carried out, the adjournment request will be supported.

Disclosure of Shareholder Proponents

We vote for shareholder proposals requesting that companies disclose the names of shareholder proponents. Shareholders may wish to contact the proponents of a shareholder proposal for additional information.

Other Business

Cohen & Steers will generally vote against proposals to approve other business where we cannot determine the exact nature of the proposal to be voted on.

Capital Structure

Increase Additional Common Stock

We generally vote for 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:

· creates a blank check preferred stock; or

· 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. We may vote in favor of this type of proposal when we receive assurances to our 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 Cohen & Steers.

Pre-emptive Rights

We believe that the governance and regulation of public equity markets allow for adequate shareholder protection against dilution. Further, we believe that companies should have more flexibility to issue shares without costly and time constraining rights offerings. As such, we do not believe that pre-emptive rights are necessary and as such, we generally vote for the issuance of equity shares without pre-emptive rights. On a limited basis, we will vote for shareholder pre-emptive rights where such pre-emptive rights are necessary, taking into account the best interests of the company’s shareholders.

We acknowledge that international local practices typically call for shareholder pre-emptive rights when a company seeks authority to issue shares (e.g., UK authority for the issuance of only up to 5% of outstanding shares without pre-emptive rights). While we would prefer that companies be permitted to issue shares without pre-emptive rights, in deference to international local practices, in markets outside the US we will approve issuance requests without pre-emptive rights for up to 100% of a company’s outstanding capital.

Dual Class Capitalizations

Because classes of common stock with unequal voting rights limit the rights of certain shareholders, we vote against adoption of a dual or multiple class capitalization structure.

Restructurings/Recapitalizations

We review proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan on a case-by-case basis. In voting, we consider the following issues:

· dilution—how much will ownership interest of existing shareholders be reduced, and how extreme will dilution to any future earnings be?

· change in control—will the transaction result in a change in control of the company?

· bankruptcy—generally, approve proposals that facilitate debt restructurings unless there are clear signs of self-dealing or other abuses.

Share Repurchase Programs

Boards may institute share repurchase or stock buy-back programs for a number of reasons. Cohen & Steers will generally vote in favor of such programs where the repurchase would be in the long-term best interests of shareholders, and where the company is not thought to be able to use the cash in a more useful way.

Targeted Share Placements

These shareholder proposals ask companies to seek stockholder approval before placing 10% or more of their voting stock with a single investor. The proposals are typically in reaction to the placement by various companies of a large block of their voting stock in an ESOP, parent capital fund or with a single friendly investor, with the aim of protecting themselves against a hostile tender offer. These proposals are voted on a case-by-case basis after reviewing the individual situation of the company receiving the proposal.

Executive and Director Compensation

Executive Compensation (“Say on Pay”)

Votes regarding shareholder “say on pay” are determined on a case-by-case basis. Generally, we believe that executive compensation should be tied to the long-term performance of the executive and the company both in absolute and relative to the peer group. We therefore monitor the compensation practices of portfolio companies to determine whether compensation to these executives is commensurate to the company’s total shareholder return (TSR) (i.e., we generally expect companies that pay their executives at the higher end of the pay range to also be performing commensurately well).

Further, pay elements that are not directly based on performance are generally evaluated on a case-by-case basis considering the context of a company’s overall pay program and demonstrated pay-for-performance philosophy. The following list highlights certain negative pay practices that carry significant weight in this overall consideration and may result in adverse vote recommendations:

· Repricing or replacing of underwater stock options/SARS without prior shareholder approval (including cash buyouts and voluntary surrender of underwater options);

· Excessive perquisites or tax gross-ups;

· New or extended agreements that provide for:

· Change in Control (“CIC”) payments exceeding 3 times base salary and bonus;

· CIC severance payments without involuntary job loss or substantial diminution of duties (“single” or “modified single” triggers);

· CIC payments with excise tax gross-ups (including “modified” gross-ups).

Also, we generally vote for shareholder proposals that seek additional disclosure of executive and director pay information.

Frequency of Advisory Vote on Executive Compensation (“Say When on Pay”)

We generally vote for annual advisory votes on compensation as we note that executive compensation is also evaluated on an annual basis by the company’s compensation committee.

Stock-based Incentive Plans

Votes with respect to compensation plans should be determined on a case-by-case basis depending on a combination of certain plan features and equity grant practices, where positive factors may counterbalance negative factors, and vice versa, as evaluated in three pillars:

· Plan Cost: The total estimated cost of the company’s equity plans relative to industry/market cap peers, measured by the company’s estimated Shareholder Value Transfer (SVT) in relation to peers and considering both:

· SVT based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; and

· SVT based only on new shares requested plus shares remaining for future grants.

· Plan Features:

· Automatic single-triggered award vesting upon CIC;

· Discretionary vesting authority;

· Liberal share recycling on various award types;

· Minimum vesting period for grants made under the plan.

· Grant Practices:

· The company’s three year burn rate relative to its industry/market cap peers;

· Vesting requirements in most recent CEO equity grants (3-year look-back);

· The estimated duration of the plan based on the sum of shares remaining available and the new shares requested, divided by the average annual shares granted in the prior three years;

· The proportion of the CEO’s most recent equity grants/awards subject to performance conditions;

· Whether the company maintains a claw-back policy;

· Whether the company has established post exercise/vesting share-holding requirements.

We will generally vote against the plan proposal if the combination of factors indicates that the plan is not, overall, in the shareholders’ interest, or if any of the following apply:

· Awards may vest in connection with a liberal CIC;

· The plan would permit repricing or cash buyout of underwater options without shareholder approval;

· The plan is a vehicle for problematic pay practices or a pay-for-performance disconnect; or

· Any other plan features that are determined to have a significant negative impact on shareholder interests.

Approval of Cash or Cash-and-Stock Bonus Plans

We vote for cash or cash-and-stock bonus plans to exempt the compensation from limits on deductibility under the provisions of Section 162(m) of the Internal Revenue Code.

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.

Golden Parachutes

In general, the guidelines call for voting against “golden parachute” plans because they impede potential takeovers that shareholders should be free to consider. In particular, we oppose the use of employment contracts that result in cash grants of greater than three times annual compensation (salary and bonus) and generally withhold our votes at the next shareholder meeting for directors who to our knowledge approved golden parachutes.

Voting on Golden Parachutes in an Acquisition, Merger, Consolidation, or Proposed Sale

We vote on a case-by-case basis on proposals to approve the company’s golden parachute compensation. Features that may lead to a vote against include:

· Potentially excessive severance payments (cash grants of greater than three times annual compensation (salary and bonus));

· Agreements that include excessive excise tax gross-up provisions;

· Single trigger payments that will happen immediately upon a change in control, including cash payment and such items as the acceleration of performance-based equity despite the failure to achieve performance measures;

· Single-trigger vesting of equity based on a definition of change in control that requires only shareholder approval of the transaction (rather than consummation);

· Recent amendments or other changes that may make packages so attractive as to influence merger agreements that may not be in the best interests of shareholders;

· In the case of a substantial gross-up from pre-existing/grandfathered contract: the element that triggered the gross-up (i.e., option mega-grants at low point in stock price, unusual or outsized payments in cash or equity made or negotiated prior to the merger); or

· The company’s assertion that a proposed transaction is conditioned on shareholder approval of the golden parachute advisory vote.

401(k) Employee Benefit Plans

We vote for proposals to implement a 401(k) savings plan for employees.

Employee Stock Purchase Plans

We support employee stock purchase plans, although we generally believe the discounted purchase price should be at least 85% of the current market price.

Option Expensing

We vote for shareholder proposals to expense fixed-price options.

Vesting

We believe that restricted stock awards normally should vest over at least a two-year period.

Option Repricing

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. Cohen & Steers 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.

Stock Holding Periods

Generally vote against all proposals requiring executives to hold the stock received upon option exercise for a specific period of time.

Transferable Stock Options

Review on a case-by-case basis proposals to grant transferable stock options or otherwise permit the transfer of outstanding stock options, including cost of proposal and alignment with shareholder interests.

Recoup Bonuses

We vote on a case-by-case on shareholder proposals to recoup unearned incentive bonuses or other incentive payments made to senior executives if it is later determined that fraud, misconduct, or negligence significantly contributed to a restatement of financial results that led to the awarding of unearned incentive compensation.

Incorporation

Reincorporation Outside of the United States

Generally, we will vote against companies looking to reincorporate outside of the U.S.

Voting on State Takeover Statutes

We review on a case-by-case basis proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freezeout provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions). In voting on these shareholder proposals, we evaluate all facts and circumstances surrounding such proposal, including whether the shareholder proposing such measure has an agenda in making such proposal that may be at odds with the long-term best interests of the company or whether it would be in the best interests of the company to thwart a shareholder’s attempt to control the board of directors.

Voting on Reincorporation Proposals

Proposals to change a company’s state of incorporation are examined on a case-by-case basis. In making our decision, we review management’s rationale for the proposal, changes to the charter/bylaws, and differences in the state laws governing the companies.

Mergers and Corporate Restructurings

Mergers and Acquisitions

Votes on mergers and acquisitions should be considered on a case-by-case basis, taking into account factors including the following: anticipated financial and operating benefits; offer price (cost vs. premium); prospects of the combined companies; how the deal was negotiated; and changes in corporate governance and their impact on shareholder rights.

We vote against proposals that require a super-majority of shareholders to approve a merger or other significant business combination.

Nonfinancial Effects of a Merger or Acquisition

Some companies have proposed a charter provision which specifies that the board of directors may examine the nonfinancial effect of a merger or acquisition on the company. This provision would allow the board to evaluate the impact a proposed change in control would have on employees, host communities, suppliers and/or others. We generally vote against proposals to adopt such charter provisions. We feel it is the directors’ fiduciary duty to base decisions solely on the financial interests of the shareholders.

Corporate Restructuring

Votes on corporate restructuring proposals, including minority squeezeouts, leveraged buyouts, “going private” proposals, spin-offs, liquidations, and asset sales, should be considered on a case-by-case basis In evaluating these proposals and determining our votes, we are singularly focused on meeting our goal of maximizing long-term shareholder value.

Spin-offs

Votes on spin-offs should be considered on a case-by-case basis depending on the tax and regulatory advantages, planned use of sale proceeds, market focus, and managerial incentives.

Asset Sales

Votes on asset sales should be made on a case-by-case basis after considering the impact on the balance sheet/working capital, value received for the asset, and potential elimination of diseconomies.

Liquidations

Votes on liquidations should be made on a case-by-case basis after reviewing management’s efforts to pursue other alternatives, appraisal value of assets, and the compensation plan for executives managing the liquidation.

Appraisal Rights

We vote for proposals to restore, or provide shareholders with, rights of appraisal. Rights of appraisal provide shareholders who are not satisfied with the terms of certain corporate transactions the right to demand a judicial review in order to determine a fair value for their shares.

Changing Corporate Name

We vote for changing the corporate name.

Shareholder Rights

Our position on the rights of shareholders is as follows:

· Shareholders should be given the opportunity to exercise their rights. Notification of opportunities for the exercise of voting rights should be given in good time.

· Shareholders are entitled to submit questions to company management.

· Minority shareholders should be protected as far as possible from the exercise of voting rights by majority shareholders.

· Shareholders are entitled to hold company management as well as the legal person or legal entity accountable for any action caused by the company or company management for which the company, company management or legal entity should bear responsibility.

Environmental and Social Issues

We recognize that the companies in which we invest can enhance shareholder value and long-term profitability by adopting policies and procedures that promote corporate social and environmental responsibility. Because of the diverse nature of environmental and social shareholder proposals and the myriad ways companies deal with them, these proposals should be considered on a case-by-case basis. All such proposals are scrutinized based on whether they contribute to the creation of shareholder value, are reasonable and relevant, and provide adequate disclosure of key issues to shareholders. When evaluating social and environmental shareholder proposals, we tend to focus on the financial aspects of the social and environmental proposals, and we consider the following factors (in the order of importance as set forth below):

· Whether adoption of the proposal is likely to have significant economic benefit for the company, such that shareholder value is enhanced or protected by the adoption of the proposal;

· Whether the issues presented are more appropriately/effectively dealt with through governmental or company-specific action, as many social and environmental issues are more properly the province of government and broad regulatory action;

· Whether the subject of the proposal is best left to the discretion of the board;

· Whether the company has already responded in some appropriate manner to the request embodied in the proposal;

· Whether the information requested concerns business issues that relate to a meaningful percentage of the company’s business as measured by sales, assets, and earnings;

· The degree to which the company’s stated position on the issues raised in the proposal could affect its reputation or sales, or leave it vulnerable to a boycott or selective purchasing;

· Whether implementation of the proposal’s request would achieve the proposal’s objectives;

· Whether the requested information is available to shareholders either from the company or from a publicly available source; and

· Whether providing this information would reveal proprietary or confidential information that would place the company at a competitive disadvantage.

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

Information pertaining to the portfolio managers of the registrant, as of March 4, 2016, is set forth below.

Joseph Harvey · Vice president · Portfolio manager since inception		President and Chief Investment Officer of Cohen & Steers Capital Management, Inc. (“C&S”) since 2003 and President of Cohen & Steers, Inc. (“CNS”) since 2004.

William F. Scapell · Vice president · Portfolio manager since inception		Executive vice president of C&S since 2014. Prior to that, senior vice president of C&S since 2003.

Elaine Zaharis-Nikas · Vice president · Portfolio manager since inception		Senior vice president of C&S since 2014. Prior to that, vice president of C&S since 2003.

C&S utilizes a team-based approach in managing the registrant. Mr. Harvey is the leader of this team and acts in a supervisory capacity. Mr. Scapell and Ms. Zaharis-Nikas direct and supervise the execution of the registrant’s investment strategy, and lead and guide the other members of the team.

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, 2015, the number of other accounts each portfolio manager managed in each of the listed categories and the total assets in the other accounts managed within each category. One (1) of the 36 other accounts managed by Mr. Harvey, with total assets of $113.9 million, is subject to performance-based fees.

Joseph Harvey

	Number of accounts	Total assets

· Registered investment companies	14	$	21,744,900,596
· Other pooled investment vehicles	29	$	16,235,852,877
· Other account	36	$	5,359,469,241

William F. Scapell

	Number of accounts	Total assets

· Registered investment companies	9	$	11,995,827,142
· Other pooled investment vehicles	5	$	10,954,506,369
· Other accounts	8	$	946,119,354

Elaine Zaharis-Nikas

	Number of accounts	Total assets

· Registered investment companies	6	$	8,332,208,791
· Other pooled investment vehicles	3	$	284,165,491
· Other accounts	6	$	519,918,461

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, 2015:

		Dollar Range of Securities Owned
Joseph Harvey		None
William F. Scapell		$10,000–$50,000
Elaine Zaharis-Nikas		None

Conflicts of Interest. It is possible that conflicts of interest may arise in connection with the portfolio manager’s 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 the Advisor. While this may appear to create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities, the Advisor 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 the Advisor 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 the Advisor and its affiliated companies (the “CNS Accounts”). Certain securities held and traded in the CNS Accounts also may be held and traded in one or more client accounts. It is the policy of the Advisor however not to put the interests of the CNS Accounts ahead of the interests of client accounts. The Advisor may aggregate orders of client accounts

with those of the CNS Accounts; however, under no circumstances will preferential treatment be given to the CNS Accounts. For all orders involving the CNS Accounts, purchases or sales will be allocated prior to trade placement, and orders that are only partially filled will be allocated across all accounts in proportion to the shares each account, including the CNS Accounts, was designated to receive prior to trading. As a result, it is expected that the CNS Accounts will receive the same average price as other accounts included in the aggregated order. Shares will not be allocated or re-allocated to the CNS Accounts after trade execution or after the average price is known. In the event so few shares of an order are executed that a pro-rata allocation is not practical, a rotational system of allocation may be used; however, the CNS Accounts will never be part of that rotation or receive shares of a partially filled order other than on a pro-rata basis.

Because certain CNS Accounts are managed with a cash management objective, it is possible that a security will be sold out of the CNS Accounts but continue to be held for one or more client accounts. In situations when this occurs, such security will remain in a client account only if the portfolio manager, acting in its reasonable judgment and consistent with its fiduciary duties, believes this is appropriate for, and consistent with the objectives and profile of, the client account.

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. The Advisor compensates its portfolio managers based primarily on 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 each portfolio managers’ performance for compensation purposes, including the BofA Merill Lynch Capital Securities Index, the BofA Merrill Lynch 1-5 Year US Corporate Index and other broad based indexes based on the asset classes managed by each portfolio manager. 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 portfolio managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis. The Advisor has three 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 the Advisor varies in line with the portfolio manager’s seniority and position with the firm.

Salaries, bonuses and stock-based compensation are also influenced by the operating performance of the Advisor and CNS. While the annual salaries of the Advisor’s portfolio managers are fixed, cash bonuses and stock based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors.

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

None.

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

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board implemented after the registrant last provided disclosure in response to this Item.

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.

(a)(3) Not Applicable.

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.


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

Date: March 4, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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 and Chief Financial Officer
			(Principal Financial Officer)


Date: March 4, 2016