SC 13G 1 ysi13g-021406.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* U-STORE-IT TRUST ------------------------------------- (Name of Issuer) COMMON ------------------- (Title of Class of Securities) 91274F104 -------------------- (CUSIP Number) Date of Event which Requires Filing of this Statement December 31, 2005 -------------------- Check the appropriate box to designate the rule pursuant to which the Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in prior coverage. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SEC 1745 (12-02) Page 1 Page 2 of 7 Pages Amendment No. to Schedule 13G (continued) CUSIP No. 91274F104 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cohen & Steers, Inc. 14-1904657 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES 4,029,967 BENEFICIALLY ------------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH 0 REPORTING ------------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH 4,186,100 ------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,186,100 -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.3% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* HC, CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 3 of 7 Pages Amendment No. to Schedule 13G (continued) CUSIP No. 91274F104 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cohen & Steers Capital Management, Inc. 13-3353336 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES 4,029,967 BENEFICIALLY ------------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH 0 REPORTING ------------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH 4,186,100 ------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,186,100 -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.3% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IA, CO -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 4 of 7 Pages Amendment No. to Schedule 13G (continued) Item 1. (a) Name of Issuer: U-STORE-IT TRUST (b) Address of Issuer's Principal Executive Offices: 6745 ENGLE ROAD SUITE 300 CLEVELAND, OH 44130 Item 2. (a) Name of Persons Filing: Cohen & Steers, Inc. Cohen & Steers Capital Management, Inc. (b) Address of Principal Business Office: 280 Park Avenue 10th Floor New York, NY 10017 (c) Citizenship: Cohen & Steers, Inc: Delaware Corporations Cohen & Steers Capital Management, Inc: New York Corporation (d) Title of Class Securities: Commmon (e) CUSIP Number: 91274F104 Item 3. If this statement is filed pursuant to Rule 13d-l(b), or 13d-2(b), check whether the person filing is a (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (d) [ ] Investment Company registered under Section 8 of the Investment Company Act (e) [x] An investment advisor in accordance with Section 240.13d-1(b)(1)(ii)(E) (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F) (g) [x] A parent holding company or control person in accordance with Section 240.13d-l(b)(1)(ii)(G) (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15U.S.C. 80a-3) (j) [ ] Group, in accordance with Section 240.13d-1(b)(l)(ii)(J) Page 5 of 7 Pages Item 4. OWNERSHIP: (a) Amount Beneficially Owned as of December 31, 2005: See row 9 on cover sheet (b) Percent of Class: See row 11 on cover sheet (c) Number of shares as to which such person has: (i) sole power to vote or direct the vote: See row 5 on cover sheet (ii) shared power to vote or direct the vote: See row 6 on cover sheet (iii) sole power to dispose or to direct the disposition of: See row 7 on cover sheet (iv) shared power to dispose or direct the disposition of: See row 8 on cover sheet Item 5. OWNERSHIP OF 5% OR LESS OF A CLASS N/A Item 6. OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON N/A Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Cohen & Steers, Inc holds a 100% interest in Cohen & Steers Capital Management, Inc., an investment advisor registerd under Section 203 of the Investment Advisers Act. Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Cohen & Steers, Inc holds a 100% interest in Cohen & Steers Capital Management, Inc., an investment advisor registerd under Section 203 of the Investment Advisers Act. Item 9 NOTICE OF DISSOLUTION OF GROUP: Not Applicable Page 6 of 7 Pages Item 10 Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 13, 2006 /s/Robert Steers --------------------------------------------------- Signature Robert H. Steers, Co-Chairman and Co Chief Executive Officer Cohen & Steers, Inc. Cohen & Steers Capital Management, Inc. --------------------------------------------------- Name and Title Page 7 of 7 Pages JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a Statement on Schedule 13G including amendments thereto) with respect to the common shares of U-STORE-IT TRUST, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2006. COHEN & STEERS, INC. /s/Robert Steers By:----------------------------------------- Name: Robert H. Steers Title: Co-Chariman and Co-Chief Executive Officer COHEN & STEERS CAPITAL MANAGEMENT, INC. /s/Robert Steers By:---------------------------------------- Name: Robert H. Steers Title: Co-Chairman and Co-Chief Executive Officer