As filed with the Securities and Exchange Commission on August 28, 2019
File Nos. 333-206888
811-23097
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
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THE SECURITIES ACT OF 1933
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PRE-EFFECTIVE AMENDMENT NO.
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POST-EFFECTIVE AMENDMENT NO. 10
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And
REGISTRATION STATEMENT
UNDER
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THE INVESTMENT COMPANY ACT OF 1940
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AMENDMENT NO. 12
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COHEN & STEERS
LOW 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
Office)
Registrants Telephone Number, including Area Code:
(212) 832-3232
Dana A. DeVivo
Cohen & Steers Capital Management, Inc.
280 Park Avenue
New York, New York 10017
(Name And Address Of Agent Of Service Of Process)
With copies to:
Michael G. Doherty, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this registration
statement.
It is proposed that this filing will become effective (check appropriate box):
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immediately upon filing pursuant to paragraph (b)
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on (date) pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (date) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2) of rule 485
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If appropriate, check the following box:
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this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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Cohen &
Steers Low Duration Preferred and Income Fund, Inc.
CLASS A (LPXAX),
CLASS C (LPXCX), CLASS F (LPXFX), CLASS I (LPXIX),
CLASS R (LPXRX) AND CLASS Z (LPXZX) SHARES
280 PARK AVENUE
NEW YORK, NEW YORK 10017
PROSPECTUS
Advisor
Cohen & Steers Capital Management, Inc.
280 Park
Avenue
New York, New York 10017
Telephone: (212)
832-3232
Transfer Agent
DST Asset Manager Solutions, Inc.
P.O. Box 219953
Kansas City, MO 64121-9953
Telephone: (800)
437-9912
SEPTEMBER 1, 2019
Beginning on January 1, 2021, as permitted by
regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the
reports will be made available on the Fund’s website at www.cohenandsteers.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you have already elected to receive
shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial
intermediary or, if you are a direct investor, by signing up at www.cohenandsteers.com.
Beginning on January 1, 2019, you may elect to
receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary or, if you are a direct investor, you can call (800) 330-7348 to let the Fund know you wish to continue
receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held within the fund complex if you invest
directly with the Fund.
THE SECURITIES
AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF THE FUND’S SHARES OR DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANYONE WHO INDICATES OTHERWISE IS COMMITTING A
CRIME.
Cohen & Steers Low Duration Preferred and Income
Fund, Inc.
Summary Section
Investment Objectives
The primary investment objective of Cohen
& Steers Low Duration Preferred and Income Fund, Inc. (the “Fund”) is to seek to provide shareholders with high current income, and the secondary objective is to provide capital preservation.
Fund Fees and Expenses
This table describes the
fees and expenses that you could pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts on Class A shares if you and your family invest, or agree to invest in the future, at least $100,000 in Cohen & Steers funds.
More information about these and other discounts is available from your financial intermediary and in “How to Purchase, Exchange and Sell Fund Shares—Purchasing the Class of Fund Shares that is Best for You” in the Fund’s
prospectus (the “Prospectus”), in the Appendix to this Prospectus titled “Sales Charge Reductions and Waivers Available Through Certain Intermediaries” (the “Appendix”), and “Reducing the Initial Sales
Charge on Class A Shares” in the Fund’s Statement of Additional Information (the “SAI”). If you purchase Class Z shares through a financial intermediary acting solely as an agent on behalf of its customers, that financial
intermediary may charge you a commission. Such commissions, if any, are not charged by the Fund and are not reflected in the fee table or expense example below. Class F shares
are currently not available for purchase.
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Class
A
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Class
C
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Class
F(1)
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Class
I
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Class
R
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Class
Z
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Shareholder
Fees (fees paid directly from your investment):
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Maximum Sales Charge (Load) Imposed On Purchases (as % of offering
price)
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2.00%
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None
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None
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None
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None
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None
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Maximum Deferred Sales Charge (Load) (as % of the net asset value at the time of purchase or redemption, whichever is
lower)
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None
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1.00%
(2)
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None
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None
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None
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None
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Annual
Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):
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Management
Fee
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0.65%
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0.65%
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0.65%
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0.65%
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0.65%
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0.65%
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Distribution and Service (12b-1)
Fees
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0.35%
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1.00%
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None
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None
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0.50%
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None
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Other
Expenses
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0.12%
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0.12%
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0.12%
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0.12%
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0.12%
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0.12%
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Shareholder Service
Fee
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None
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None
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None
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0.06%
(3)
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None
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None
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Total Other
Expenses
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0.12%
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0.12%
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0.12%
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0.18%
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0.12%
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0.12%
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Total Annual Fund Operating
Expenses(4)
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1.12%
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1.77%
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0.77%
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0.83%
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1.27%
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0.77%
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Fee Waiver/Expense
Reimbursement(4)
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(0.17)%
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(0.17)%
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(0.17)%
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(0.23)%
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(0.17)%
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(0.17)%
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Total Annual Fund Operating Expenses (after fee waiver/expense
reimbursement)(4)
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0.95%
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1.60%
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0.60%
(5)
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0.60%
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1.10%
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0.60%
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(1)
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Class F shares
are currently not available for purchase.
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(2)
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For Class C
shares, the maximum deferred sales charge does not apply after one year.
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(3)
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The maximum
shareholder service fee for Class I shares is 0.10%.
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(4)
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Cohen &
Steers Capital Management, Inc., the Fund’s investment advisor (the “Advisor”), has contractually agreed to waive its fee and/or reimburse expenses through June 30, 2021 so that the Fund’s total annual operating expenses
(excluding acquired fund fees and expenses, taxes and extraordinary expenses) do not exceed 0.95% for Class A shares, 1.60% for Class C shares, 0.60% for Class F shares, 0.60% for Class I shares, 1.10% for Class R shares and 0.60% for Class Z
shares. This contractual agreement can only be amended or terminated by agreement of the Fund's Board of Directors and the Advisor and will terminate automatically in the event of termination of the investment advisory agreement between the Advisor
and the Fund.
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(5)
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The total
annual fund operating expenses for Class F shares are estimated.
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Example
This example is intended to
help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then either redeem or do not redeem your shares at the
end of those periods. The example also assumes that your investment has a 5% return each year, that the Fund’s operating expenses remain the same, and that the Advisor did not waive its fee and/or reimburse expenses after June 30, 2021
(through June 30, 2021, expenses are based on the net amount pursuant to the fee waiver/expense reimbursement agreement). Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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1
Year
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3
Years
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5
Years
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10
Years
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Class A
Shares
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$295
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$518
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$774
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$1,508
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Class
C Shares
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Assuming redemption at the end of the
period
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$263
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$526
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$929
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$2,057
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Assuming no redemption at the end of the
period
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$163
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$526
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$929
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$2,057
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Class F
Shares
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$
61
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$214
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$396
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$
924
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Class I
Shares
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$
61
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$222
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$418
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$
985
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Class R
Shares
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$112
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$371
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$666
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$1,506
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Class Z
Shares
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$
61
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$214
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$396
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$
924
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Portfolio Turnover
The Fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was 52% of the
average value of its portfolio.
Principal Investment Strategies
The Fund pursues its objectives primarily by
investing in issues of preferred and other income securities believed to be undervalued relative to credit quality and other investment characteristics. In making this determination, the Advisor evaluates the fundamental characteristics of an
issuer,
including an issuer’s creditworthiness, and also takes
into account prevailing market factors. In analyzing credit quality, the Advisor considers not only fundamental analysis, but also an issuer’s corporate and capital structure and the placement of the preferred or other income securities within
that structure. In evaluating relative value, the Advisor also takes into account call, conversion and other structural security features, in addition to such factors as the likely directions of credit ratings and relative value versus other income
security classes. In assessing duration, the Advisor considers potential changes to interest rates, and a security’s yield, coupon payments (including the frequency of coupon resets, if applicable), price and par value and call features, in
addition to the amount of time until the security matures.
Under normal market conditions, the Fund
invests at least 80% of its net assets (plus any borrowings for investment purposes) in a portfolio of preferred and other income securities issued by U.S. and non-U.S. companies, which may be either exchange-traded or available
over-the-counter (“OTC”). Such securities include traditional preferred securities; hybrid preferred securities that have investment and economic characteristics of both preferred stock and debt securities; floating rate preferred
securities; corporate debt securities; convertible securities; contingent capital securities (“CoCos”); and securities of other open-end, closed-end or exchange-traded funds (“ETFs”) that invest primarily in preferred
and/or debt securities as described herein. To the extent the Fund invests in securities of other open-end, closed-end or ETFs, the Fund will consider the investments of these funds, to the extent known by the Fund, in determining compliance with
this policy. The Fund may also invest in certain restricted securities including securities that are only eligible for resale pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”) (referred to as Rule 144A
Securities) and securities of U.S. and non-U.S. issuers that are issued through private offerings without registration with the Securities and Exchange Commission (the “SEC”) pursuant to Regulation S under the Securities Act.
The Fund also will invest at least 25% of its
net assets in the financials sector, which is comprised of the bank, diversified financials, real estate (including real estate investment trusts (“REITs”)) and insurance industries. From time to time, the Fund may have 25% or more of
its net assets invested in any one of these industries. In addition, the Fund also may focus its investments in other sectors or industries, such as (but not limited to) energy, industrials, utilities, pipelines, health care and telecommunications.
The Advisor retains broad discretion to allocate the Fund’s investments across various sectors and industries.
Under normal market conditions, the Fund seeks
to target a weighted average modified duration of less than three years and is managed to seek to help reduce volatility associated with changes in interest rates. However, the Fund’s duration may be longer than three years depending on
market conditions and other factors. For example, extreme market movements could cause the durations of certain securities owned by the Fund to fluctuate, potentially extending the Fund's duration beyond three years. The Fund may
also attempt to manage the Fund's duration by entering into derivatives transactions, including, among others, interest rate swaps.
Duration is a mathematical calculation of the
average life of a fixed-income or preferred security that serves as a measure of the security’s price risk to changes in interest rates (or yields). Modified duration (“duration”) is a more precise measure of a security's
sensitivity to interest rates (or yields) compared to its term to maturity. Prices of securities with higher durations are usually more
sensitive to interest rate (or yield) changes than securities
with lower durations. Duration incorporates certain characteristics of a security, such as the security’s yield, coupon payments (including the frequency of coupon resets, if applicable), price and par value, final maturity (if any) and call
features, into one measure.
The Fund may
invest without limit in securities of non-U.S. companies, which may be non-U.S. dollar denominated, including up to 15% of the Fund’s net assets in securities issued by companies domiciled in emerging market countries. Typically, emerging
markets are in countries that are in the process of industrialization, with lower gross national products per capita than more developed countries.
The Fund may invest in
preferred and debt securities of any maturity or credit rating, including investment grade securities, below investment grade securities and unrated securities. Although not required to do so, the Fund will generally seek to maintain a minimum
weighted average senior debt rating of companies in which it invests of BBB-, which the Fund considers to be investment grade. Although a company’s senior debt rating may be BBB-, an underlying security issued by such company in which the Fund
invests may have a lower rating than BBB-. If the Fund cannot access a company’s average senior debt rating, the Fund may look to the rating of the underlying security issued by such company. Below investment grade securities are also known as
“high yield” or “junk” securities and are regarded as having more speculative characteristics with respect to the payment of interest and repayment of principal.
The Fund is authorized to purchase, sell or
enter into any derivative contract or option on a derivative contract, transaction or instrument, without limitation, including various interest rate transactions such as swaps, caps, floors or collars, and foreign currency transactions such as
foreign currency forward contracts, futures contracts, options, swaps and other similar strategic transactions in connection with its investments in securities of non-U.S. companies. The Fund’s primary use of derivative contracts will be to
enter into interest rate and currency hedging transactions in order to reduce the interest rate and foreign currency risk inherent in the Fund’s investments, as well as to manage duration.
Principal Risks of Investing in the
Fund
Investment Risk
An investment in the Fund is subject to
investment risk, including the possible loss of the entire principal amount that you invest.
Market Risk
Your investment in Fund shares represents an
indirect investment in the securities owned by the Fund. The value of these securities, like other investments, may move up or down, sometimes rapidly and unpredictably. Your Fund shares at any point in time may be worth less than what you invested,
even after taking into account the reinvestment of Fund dividends and distributions.
Preferred Securities Risk
There are various risks associated with
investing in preferred securities. These risks include deferral and omission of distributions; credit risk; subordination to bonds and other debt securities in a
company’s capital structure; interest rate risk;
prepayment and extension risk; call, reinvestment and income risk; liquidity risk; limited voting rights; and special redemption rights.
Duration Risk
Duration is a mathematical calculation of the
average life of a fixed-income or preferred security that serves as a measure of the security’s price risk to changes in interest rates (or yields). Securities with longer durations tend to be more sensitive to interest rate (or yield) changes
than securities with shorter durations.
Debt Securities Risk
Debt securities generally present various
risks, including many of the risks described above under “Preferred Securities Risk.” These include interest rate risk, credit risk, call risk, prepayment and extension risk, convertible securities risk, and liquidity risk.
Concentration Risk
Because the Fund invests at least 25% of its
net assets in the financials sector, it will be more susceptible to adverse economic or regulatory occurrences affecting this sector, such as changes in interest rates, loan concentration and competition. In addition, the Fund will also be
subject to the risks of investing in the individual industries and securities that comprise the financials sector, including the bank, diversified financials, real estate (including REITs) and insurance industries. To the extent that the Fund
focuses its investments in other sectors or industries, such as (but not limited to) energy, industrials, utilities, pipelines, health care and telecommunications, the Fund will be subject to the risks associated with these particular sectors and
industries. These sectors and industries may be adversely affected by, among others, changes in government regulation, world events and economic conditions.
Below Investment Grade Securities Risk
Below investment grade securities, or
equivalent unrated securities, generally involve greater volatility of price and risk of loss of income and principal, and may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade
securities. It is reasonable to expect that any adverse economic condition could disrupt the market for below investment grade securities, have an adverse impact on the value of those securities and adversely affect the ability of the issuers of
those securities to repay principal and interest on those securities.
Liquidity Risk
Liquidity risk is the risk that particular
investments of the Fund may become difficult to sell or purchase. The market for certain investments may become less liquid or illiquid due to adverse changes in the conditions of a particular issuer or due to adverse market or economic conditions.
In addition, dealer inventories of certain securities, which provide an indication of the ability of dealers to engage in “market making,” are at, or near, historic lows in relation to market size, which has the potential to increase
price volatility in the fixed income markets in which the Fund invests. Recent federal banking regulations may also cause certain dealers to reduce their inventories of certain securities, which may further decrease the Fund’s ability to buy
or sell such securities. As a result of
this decreased liquidity, the Fund may have to accept a lower
price to sell a security, sell other securities to raise cash, or give up an investment opportunity, any of which could have a negative effect on performance. Further, transactions in less liquid or illiquid securities may entail transaction costs
that are higher than those for transactions in liquid securities.
Contingent Capital Securities Risk
CoCos, sometimes referred
to as contingent convertible securities, are debt or preferred securities with loss absorption characteristics built into the terms of the security for the benefit of the issuer, for example, an automatic write-down of principal or a mandatory
conversion into common stock of the issuer under certain circumstances, such as the issuer’s capital ratio falling below a certain level. CoCos may be subject to an automatic write-down (i.e., the
automatic write-down of the principal amount or value of the securities, potentially to zero, and the cancellation of the securities) under certain circumstances, which could result in the Fund losing a portion or all of its investment in such
securities. In addition, the Fund may not have any rights with respect to repayment of the principal amount of the securities that has not become due or the payment of interest or dividends on such securities for any period from (and including) the
interest or dividend payment date falling immediately prior to the occurrence of such automatic write-down. An automatic write-down could also result in a reduced income rate if the dividend or interest payment is based on the security’s par
value. If a CoCo provides for mandatory conversion of the security into common stock of the issuer under certain circumstances, such as an adverse event, the Fund could experience a reduced income rate, potentially to zero, as a result of the
issuer’s common stock not paying a dividend. In addition, a conversion event would likely be the result of or related to the deterioration of the issuer’s financial condition (e.g., such as a
decrease in the issuer’s capital ratio) and status as a going concern, so the market price of the issuer’s common stock received by the Fund may have declined, perhaps substantially, and may continue to decline, which may adversely
affect the Fund’s net asset value (“NAV”). Further, the issuer’s common stock would be subordinate to the issuer’s other security classes and therefore worsen the Fund’s standing in a bankruptcy proceeding. In
addition, most CoCos are considered to be high yield or “junk” securities and are therefore subject to the risks of investing in below investment grade securities. See “Below Investment Grade Securities Risk” above.
Foreign (Non-U.S.) and Emerging
Market Securities Risk
Risks of
investing in foreign securities, which can be expected to be greater for investments in emerging markets, include currency risks, future political and economic developments and possible imposition of foreign withholding or other taxes on income or
proceeds payable on the securities. In addition, there may be less publicly available information about a foreign issuer than about a domestic issuer, and foreign issuers may not be subject to the same accounting, auditing and financial
recordkeeping standards and requirements as domestic issuers.
Securities of companies in
emerging markets may be more volatile than those of companies in more developed markets. Emerging market countries generally have less developed markets and economies and, in some countries, less mature governments and governmental institutions.
Political developments in foreign countries or the United States may at times subject such countries to sanctions from the U.S. government, foreign governments and/or international institutions that could negatively affect a Fund’s investments
in issuers located in, doing business in or with assets in such
countries. Investing in securities of companies in emerging
markets may entail special risks relating to potential economic, political or social instability and the risks of expropriation, nationalization, confiscation, trade sanctions or embargoes or the imposition of restrictions on foreign investment, the
lack of hedging instruments, and repatriation of capital invested. The securities and real estate markets of some emerging market countries have in the past experienced substantial market disruptions and may do so in the future. The economies of
many emerging market countries may be heavily dependent on international trade and have thus been, and may continue to be, adversely affected by trade barriers, foreign exchange controls and other protectionist measures imposed or negotiated by the
countries with which they wish to trade.
Foreign Currency Risk
Although the Fund will report its NAV and pay
dividends in U.S. dollars, foreign securities often are purchased with and make any dividend and interest payments in foreign currencies. Therefore, the Fund’s investments in foreign securities will be subject to foreign currency risk, which
means that the Fund’s NAV could decline solely as a result of changes in the exchange rates between foreign currencies and the U.S. dollar. Certain foreign countries may impose restrictions on the ability of issuers of foreign securities to
make payment of principal, dividends and interest to investors located outside the country, due to blockage of foreign currency exchanges or otherwise. The Fund may, but is not required to, engage in various investments that are designed to hedge
the Fund’s foreign currency risks, and such investments are subject to the risks described under “Derivatives and Hedging Transactions Risk” below.
Derivatives and Hedging Transactions
Risk
The Fund’s use of
derivatives, including for the purpose of hedging interest rate or foreign currency risks and managing the Fund's duration, presents risks different from, and possibly greater than, the risks associated with investing directly in traditional
securities. Among the risks presented are counterparty risk, financial leverage risk, liquidity risk, OTC trading risk and tracking risk. The use of derivatives can lead to losses because of adverse movements in the price or value of the underlying
asset, index or rate, which may be magnified by certain features of the derivatives.
The U.S. government has enacted legislation
that provides for new regulation of the derivatives market. The European Union (and some other countries) are implementing similar requirements, which will affect the Fund when it enters into a derivatives transaction with a counterparty organized
in that country or otherwise subject to that country’s derivatives regulations. Because these regulations are new and evolving (and some of the rules are not yet final), their impact remains unclear. These regulations have the potential to
increase the costs of using derivatives, may limit the availability of some forms of derivatives or the Fund’s ability to use derivatives, and may adversely affect the performance of some derivative instruments used by the Fund as well as the
Fund’s ability to pursue its investment objectives through the use of such instruments.
Rule 144A Securities Risk
Rule 144A Securities are considered restricted
securities because they are not registered for sale to the general public and may only be resold to certain qualified institutional buyers. Institutional markets for Rule 144A Securities that exist or may develop may provide both readily
ascertainable values for
such securities and the
ability to promptly sell such securities. However, if there are an insufficient number of qualified institutional buyers interested in purchasing Rule 144A Securities held by the Fund, the Fund will be subject to liquidity risk and thus may not be
able to sell the Rule 144A Securities at a desirable time or price.
Regulation S Securities Risk
Regulation S securities are offered through
private offerings without registration with the SEC pursuant to Regulation S of the Securities Act. Regulation S securities may be relatively less liquid as a result of legal or contractual restrictions on resale. Because Regulation S securities are
generally less liquid than registered securities, the Fund may take longer to liquidate these positions than publicly traded securities or may not be able to sell them at the price desired. Furthermore, companies whose securities are not publicly
traded may not be subject to the disclosure and other investor protection requirements that would be applicable if their securities were publicly traded or otherwise offered in the United States. Accordingly, Regulation S securities may involve a
high degree of business and financial risk and may result in losses to the Fund.
LIBOR Risk
Many financial instruments
may be tied to the London Interbank Offered Rate, or “LIBOR,” to determine payment obligations, financing terms, hedging strategies, or investment value. LIBOR is the offered rate for short-term Eurodollar deposits between major
international banks. On July 27, 2017, the head of the UK Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. Regulators and industry working groups have suggested alternative reference rates, but global
consensus is lacking and the process for amending existing contracts or instruments to transition away from LIBOR remains unclear. There also remains uncertainty and risk regarding the willingness and ability of issuers and lenders to include
enhanced provisions in new and existing contracts or instruments. As such, the transition away from LIBOR may lead to increased volatility and illiquidity in markets that are tied to LIBOR, reduced values of LIBOR-related investments or investments
in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and reduced effectiveness of hedging strategies, adversely affecting the Fund’s performance or NAV. In addition, the alternative reference rate may be an
ineffective substitute resulting in prolonged adverse market conditions for the Fund.
Geopolitical Risk
Occurrence of global events similar to those
in recent years, such as war, terrorist attacks, natural or environmental disasters, country instability, infectious disease epidemics, market instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers and other
governmental trade or market control programs, the potential exit of a country from its respective union and related geopolitical events, may result in market volatility and may have long-lasting impacts on both the U.S. and global financial
markets. Additionally, those events, as well as other changes in foreign and domestic political and economic conditions, could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, secondary trading,
credit ratings, inflation, investor sentiment and other factors affecting the value of the Fund’s investments.
On March 29, 2017, the United Kingdom
(“UK”) formally notified the European Council of its intention to leave the EU and commenced the formal process of withdrawing from the EU (referred to as “Brexit”). Brexit has resulted in volatility in European and global
markets and could have
negative long-term impacts on financial markets in the UK and
throughout Europe. There is considerable uncertainty about the potential consequences and precise timeframe for Brexit, how it will be conducted, how negotiations of trade agreements will proceed, and how the financial markets will react. As this
process unfolds, markets may be further disrupted. Given the size and importance of the UK’s economy, uncertainty about its legal, political and economic relationship with the remaining member states of the EU may continue to be a source of
instability.
Growing tensions, including
trade disputes, between the United States and other nations, or among foreign powers, and possible diplomatic, trade or other sanctions could adversely impact the global economy, financial markets and the Fund. The strengthening or weakening of the
U.S. dollar relative to other currencies may, among other things, adversely affect the Fund’s investments denominated in non-U.S. dollar currencies. It is difficult to predict when similar events affecting the U.S. or global financial markets
may occur, the effects that such events may have, and the duration of those effects.
Regulatory Risk
The U.S. government has
proposed and adopted multiple regulations that could have a long-lasting impact on the Fund and on the mutual fund industry in general. The SEC’s final rules and amendments that modernize reporting and disclosure and require the implementation
of a Liquidity Risk Management Program, along with other potential upcoming regulations, could, among other things, restrict the Fund’s ability to engage in transactions, impact flows into the Fund and/or increase overall expenses of the Fund.
In addition, the SEC, Congress, various exchanges and regulatory and self-regulatory authorities, both domestic and foreign, have undertaken reviews of the use of derivatives by registered investment companies, which could affect the nature and
extent of instruments used by the Fund. While the full extent of all of these regulations is still unclear, these regulations and actions may adversely affect both the Fund and the instruments in which the Fund invests and its ability to execute its
investment strategy. Similarly, regulatory developments in other countries may have an unpredictable and adverse impact on the Fund.
Cyber Security Risk
With the increased use of technologies such as
the Internet and the dependence on computer systems to perform necessary business functions, the Fund and its service providers (including the Advisor) may be susceptible to operational and information security risks resulting from cyber-attacks
and/or other technological malfunctions. In general, cyber-attacks are deliberate, but unintentional events may have similar effects. Cyber-attacks include, among others, stealing or corrupting data maintained online or digitally, preventing
legitimate users from accessing information or services on a website, releasing confidential information without authorization, gaining unauthorized access to digital systems for purposes of misappropriating assets and causing operational
disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service. Successful cyber-attacks against, or security breakdowns of, the Fund, the Advisor, or a custodian,
transfer agent, or other affiliated or third-party service provider may adversely affect the Fund or its shareholders.
Each of the Fund and the Advisor may have
limited ability to prevent or mitigate cyber-attacks or security or technology breakdowns affecting the Fund’s third-party service providers. While the Fund has established business continuity plans and systems designed to prevent or reduce
the impact of cyber-attacks, such plans and systems are subject to inherent limitations.
Large Shareholder Risk
The Fund may have one or more large
shareholders or a group of shareholders investing in classes of Fund shares indirectly through an account, platform or program sponsored by a financial institution. Investment and asset allocation decisions by such financial institutions regarding
the account, platform or program through which multiple shareholders invest may result in subscription and redemption decisions that have a significant impact on the assets, expenses and trading activities of the Fund. Such a decision may cause the
Fund to sell assets (or invest cash) at disadvantageous times or prices, increase or accelerate taxable gains or transaction costs and may negatively affect the Fund’s NAV, performance, or ability to satisfy redemptions in a timely
manner.
Other Investment Companies
Risk
To the extent the Fund
invests a portion of its assets in investment companies, including open-end funds, closed-end funds, ETFs and other types of pooled investment funds, those assets will be subject to the risks of the purchased investment funds’ portfolio
securities, and a shareholder in the Fund will bear not only his or her proportionate share of the Fund’s expenses, but also indirectly the expenses of the purchased investment funds. Shareholders would therefore be subject to duplicative
expenses to the extent the Fund invests in other investment funds. Risks associated with investments in closed-end funds also generally include market risk, leverage risk, risk of market price discount from NAV, risk of anti-takeover provisions and
non-diversification. In addition, restrictions under the Investment Company Act of 1940 (“1940 Act”) may limit the Fund’s ability to invest in other investment companies to the extent desired.
Active Management Risk
As an actively managed portfolio, the value of
the Fund’s investments could decline because the financial condition of an issuer may change (due to such factors as management performance, reduced demand or overall market changes), financial markets may fluctuate or overall prices may
decline, or the Advisor’s investment techniques could fail to achieve the Fund’s investment objectives or negatively affect the Fund’s investment performance.
Your investment in the Fund is not a deposit
of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Fund Performance
The following bar chart and
table provide some indication of the risks of investing in the Fund. The bar chart shows changes in the Fund’s performance from year to year for Class A shares. Because Class F shares are currently not available for purchase, and have
therefore not commenced investment operations, no performance information is provided for this share class. The table shows how the Fund’s average annual returns compare with the performance of a selected broad-based market index, the S&P
500 Index, over various time periods. The S&P 500 Index is an unmanaged index of common stocks that is frequently used as a general measure of U.S. stock market performance. In addition to the broad-based market index, the table shows
performance of the ICE BofAML 1-3 Year US Corporate Index and a blended benchmark consisting of 65% ICE BofAML 8% Constrained Developed Markets Low Duration Capital Securities Custom Index and 35% ICE BofAML 1-5 Year
US Corporate Index. The ICE
BofAML 1-3 Year US Corporate Index tracks the performance of U.S. dollar-denominated investment-grade corporate debt publicly issued in the U.S. domestic market, with a remaining term to final maturity of less than three years. The ICE
BofAML 8% Constrained Developed Markets Low Duration Capital Securities Custom Index tracks the performance of select U.S. dollar-denominated fixed and floating-rate preferred, corporate and contingent capital securities, with a remaining term to
final maturity of one year or more, but less than five years. The ICE BofAML 1-5 Year US Corporate Index tracks the performance of U.S. dollar-denominated investment grade corporate debt publicly issued in the U.S. domestic market with a remaining
term to final maturity of less than five years. The Advisor believes that these indexes, as compared to the broad-based market index, are comprised of securities that are more representative of the Fund’s investment strategy. Past
performance (both before and after taxes) is not, however, an indication as to how the Fund may perform in the future. Updated performance information, including the Fund’s NAV per share, is available at www.cohenandsteers.com or by calling
(800) 330-7348.
The bar chart
does not reflect the deduction of sales charges imposed on Class A shares; if these amounts were reflected, returns would be less than those shown. Absent any applicable fee waivers and/or expense limitation, performance would have been lower.
Class A Shares
Annual Total Returns(1)(2)
Highest quarterly return during this
period: 2.36% (quarter ended September 30, 2016)
Lowest quarterly return
during this period: -2.44% (quarter ended December 31, 2018)
(1) The annual total returns
for Class C, I, R and Z shares of the Fund are substantially similar to the annual total returns of Class A shares because the assets of all classes are invested in the same portfolio of securities. The annual total returns differ only to the extent
that the classes do not have the same expenses. Class F shares are currently not available for purchase.
(2) Class A shares year-to-date return was 6.79% as of June
30, 2019.
Average Annual Total Returns
(for the periods ended
December 31, 2018)
|
1
Year
|
|
Since
Inception
(November 30, 2015)
|
Class
A Shares
|
|
|
|
Return Before
Taxes
|
(3.75)%
|
|
1.85%
|
Return After Taxes on
Distributions
|
(4.86)%
|
|
0.77%
|
Return After Taxes on Distributions and Sale of Fund
Shares
|
(1.68)%
|
|
1.28%
|
Class
C Shares
|
|
|
|
Return Before
Taxes
|
(3.42)%
|
|
1.82%
|
Class
I Shares
|
|
|
|
Return Before
Taxes
|
(1.54)%
|
|
2.82%
|
Class
R Shares
|
|
|
|
Return Before
Taxes
|
(1.88)%
|
|
2.31%
|
Class
Z Shares
|
|
|
|
Return Before
Taxes
|
(1.44)%
|
|
2.86%
|
S&P 500® Index (reflects no deduction for fees, expenses or
taxes)
|
(4.38)%
|
|
8.43%
|
ICE BofAML 1-3 Year US Corporate Index (reflects no deduction for fees, expenses or
taxes)
|
1.62%
|
|
1.83%
|
Blended Benchmark (reflects no deduction for fees, expenses or
taxes)
|
(2.12)%
|
|
2.76%
|
After-tax returns are shown for Class A shares only.
After-tax returns for Class C, I, R, and Z shares will vary. Class F shares are currently not available for purchase. After-tax returns are calculated using the historical highest individual federal
marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors
who hold their shares through tax-advantaged arrangements such as 401(k) plans or individual retirement accounts.
Investment Management
Advisor
Cohen & Steers Capital Management,
Inc.
Portfolio Managers
The Fund's portfolio managers are:
William F. Scapell—Executive Vice President of the Advisor. Mr. Scapell has been a portfolio manager of the Fund since inception.
Elaine Zaharis-Nikas—Senior Vice President of the Advisor. Ms. Zaharis-Nikas has been a portfolio manager of the Fund since inception.
Purchase and Sale of Fund Shares
|
Class
A and C
Shares
|
Class
I
Shares
|
Class
F, R and Z
Shares
|
Minimum
Initial Investment
|
• No
minimum
|
• $100,000
(aggregate for registered advisors)
|
• No
minimum
|
Minimum
Subsequent Investment
|
• No
minimum
• $100 for Automatic Investment Plans
|
• No
minimum
• $500 for Automatic Investment Plans
|
• No
minimum
• $50 for Automatic Investment Plans
|
Class F shares are currently not available for
purchase. You may purchase, redeem or exchange shares of the Fund on any business day, which is any day the New York Stock Exchange (“NYSE”) is open for business, by written request, wire transfer (call
(800) 437-9912 for instructions) or telephone. You may purchase, redeem or exchange shares of the Fund either through a financial intermediary or directly through Cohen & Steers Securities, LLC, the Fund’s distributor (the
“Distributor”). For accounts opened directly through the Distributor, a completed and signed Subscription Agreement is required for the initial account opened with the Fund.
Please mail the signed Subscription Agreement
to:
DST Asset
Manager Solutions, Inc.
Cohen & Steers Funds
P.O. Box 219953
Kansas City, MO 64121-9953
Phone: (800) 437-9912
Tax Information
The Fund’s distributions may be
comprised of taxable ordinary income, taxable capital gains and/or a non-taxable return of capital, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account.
Payments to Broker-Dealers and Other
Financial Intermediaries
If you purchase
shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and/or its Advisor or Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict
of interest by influencing the broker-dealer or other intermediary and your individual financial adviser to recommend the Fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for
more information.
Investment Objectives, Principal Investment
Strategies and Related Risks
Objectives
The primary investment objective of the
Fund is to seek to provide shareholders with high current income, and the secondary objective is to provide capital preservation. There can be no assurance
that the Fund will achieve its investment objectives. The
Fund may change its investment objectives without shareholder approval, although it has no current intention to do so. Shareholders will be provided with at least 60 days’ prior written notice of any change to the Fund’s investment
objectives.
Principal Investment Strategies
The Fund pursues its objectives primarily by
investing in issues of preferred and other income securities believed to be undervalued relative to credit quality and other investment characteristics. In making this determination, the Advisor evaluates the fundamental characteristics of an
issuer, including an issuer’s creditworthiness, and also takes into account prevailing market factors. In analyzing credit quality, the Advisor considers not only fundamental analysis, but also an issuer’s corporate and capital structure
and the placement of the preferred or other income securities within that structure. In evaluating relative value, the Advisor also takes into account call, conversion and other structural security features, in addition to such factors as the likely
directions of credit ratings and relative value versus other income security classes. In assessing duration, the Advisor considers potential changes to interest rates, and a security’s yield, coupon payments (including the frequency of coupon
resets, if applicable), price and par value and call features, in addition to the amount of time until the security matures.
Under normal market conditions, the Fund
invests at least 80% of its net assets (plus any borrowings for investment purposes) in a portfolio of preferred and other income securities issued by U.S. and non-U.S. companies, which may be either exchange-traded or OTC, including:
•
|
Traditional
preferred securities;
|
•
|
Hybrid-preferred
securities;
|
•
|
Floating
rate preferred securities;
|
•
|
Corporate
debt securities;
|
•
|
CoCos;
|
•
|
Convertible
securities; and
|
•
|
Securities
of other open-end funds, closed-end funds or ETFs that invest primarily in preferred or debt securities as described herein.
|
These preferred and other income securities
may be across a wide range of sectors and industries.
The following are the Fund’s principal
investment strategies. A more detailed description of the Fund’s investment policies and restrictions and more detailed information about the Fund’s investments are contained in the Fund’s SAI.
Preferred Securities
There are two basic types of preferred
securities, traditional preferred securities and hybrid-preferred securities. Traditional preferred securities are perpetual and equity-like in nature. They may be issued by an entity taxable as a corporation and pay fixed or floating rate
dividends. “Preference” means that a company must pay dividends on its preferred securities before paying any dividends on its common
stock, and the claims of preferred securities holders are
ahead of common stockholders’ claims on assets in a corporate liquidation or bankruptcy. However, these claims are subordinated to more senior creditors, including senior debt holders. Holders of preferred securities usually have no right to
vote for corporate directors or on other matters. Preferred securities share many investment characteristics with both common stock and bonds; therefore, the risks and potential rewards of investing in the Fund may at times be similar to the risks
of investing in both equity funds and bond funds.
Hybrid-preferred securities are debt
instruments that have characteristics similar to those of traditional preferred securities. Hybrid preferred securities may be issued by corporations, generally in the form of interest-bearing notes with preferred securities characteristics, or by
an affiliated trust or partnership of the corporation, generally in the form of preferred interests in subordinated debentures or similarly structured securities. The hybrid-preferred securities market consists of both fixed and adjustable coupon
rate securities that are either perpetual in nature or have stated maturity dates. Hybrid preferred holders generally have claims to assets in a corporate liquidation that are senior to those of traditional preferred securities but subordinate to
those of senior debt holders. Certain subordinated debt and senior debt issues that have preferred characteristics are also considered to be part of the broader preferred securities market.
The Fund intends to invest in both OTC and
exchange-traded preferred securities. OTC issues are often referred to in the industry as “capital securities.”
Floating rate preferred securities provide for
a periodic adjustment in the interest rate paid on the securities. The terms of such securities provide that interest rates are adjusted periodically based upon an interest rate adjustment index. The adjustment intervals may be regular, and range
from daily up to annually, or may be event-based, such as a change in the short-term interest rate. Because of the interest rate reset feature, floating rate securities provide the Fund with a certain degree of protection against rising interest
rates, although the interest rates of floating rate securities will participate in any declines in interest rates as well.
Debt Securities
Debt securities in which the Fund may invest
include corporate debt securities issued by U.S. and non-U.S. corporations, including U.S. dollar-denominated debt obligations issued or guaranteed by U.S. corporations, U.S. dollar-denominated obligations of foreign issuers and debt obligations
denominated in foreign currencies. Such debt obligations include, among others, bonds, notes, debentures and variable rate demand notes, with the primary difference being their maturities and secured or unsecured status. Such corporate debt
securities are fixed-income securities issued by businesses to finance their operations. The issuer pays the investor a fixed or variable rate of interest and normally must repay the amount borrowed on or before maturity.
Convertible Securities
Convertible securities are hybrid securities
that combine the investment characteristics of bonds and common stocks. Convertible securities typically consist of debt or perpetual preferred securities that may be converted within a specified period of time into a certain amount of common stock
or other equity security of the same or a different issuer at a predetermined price. In some cases, conversion
may be mandatory. They also include debt securities with
warrants or common stock attached and hybrid and synthetic securities combining the features of debt securities and equity securities. Convertible securities entitle the holder to receive interest paid or accrued on debt, or dividends paid or
accrued on preferred stock, until the security matures or is redeemed, converted or exchanged.
Contingent Capital Securities
Convertible securities also include CoCos.
CoCos are debt or preferred securities with loss absorption characteristics that provide for an automatic write-down of the principal amount or value of securities or the mandatory conversion into common shares of the issuer under certain
circumstances. A mandatory conversion might be automatically triggered, for instance, if a company fails to meet the capital minimum described in the security, the company’s regulator makes a determination that the security should convert, or
the company receives specified levels of extraordinary public support. Since the common stock of the issuer may not pay a dividend, investors in these instruments could experience a reduced income rate, potentially to zero, and conversion would
deepen the subordination of the investor (worsening the Fund’s standing in a bankruptcy). In addition, some CoCos provide for an automatic write-down of capital under such circumstances.
Concentration in Financials Sector
The Fund also will invest at least 25% of its
net assets in the financials sector, which is comprised of the bank, diversified financials, real estate (including REITs) and insurance industries. From time to time, the Fund may have 25% or more of its net assets invested in any one of these
industries. In addition, the Fund may also focus its investments in other sectors or industries, such as (but not limited to) energy, industrials, utilities, pipelines, health care and telecommunications. The Advisor retains broad discretion to
allocate the Fund’s investments across various sectors and industries.
Investment Grade and Below Investment Grade
Securities
The Fund may invest in debt
securities of any maturity or credit rating, including investment grade securities, below investment grade securities and unrated securities. Although not required to do so, the Fund will generally seek to maintain a minimum weighted average senior
debt rating of companies in which it invests of BBB-, which the Fund considers to be investment grade. Although a company’s senior debt rating may be BBB-, an underlying security issued by such company in which the Fund invests may have a
lower rating than BBB-. If the Fund cannot access a company’s average senior debt rating, the Fund may look to the rating of the underlying security issued by such company. The determination of whether a security is deemed investment grade or
below investment grade will be determined at the time of investment. A security will be considered to be investment grade if it is rated as such by one nationally recognized statistical rating organization (“NRSRO”) (for example minimum
Baa3 or BBB- by Moody’s or S&P, respectively) or, if unrated, is judged to be investment grade by the Advisor. Below investment grade quality securities or securities that are unrated but judged to be below investment grade by the Advisor,
are commonly referred to as “high yield” or “junk” securities and are regarded as having more speculative characteristics with respect to the payment of interest and repayment of principal.
Foreign (Non-U.S.) Securities and Depositary
Receipts
The Fund may invest without
limit in securities of non-U.S. companies, including 15% in securities of companies domiciled in emerging markets. Many foreign companies issue both foreign currency and U.S. dollar-denominated preferred and debt securities. Those securities that
are traded in the
United States have characteristics that are similar to
traditional and hybrid preferred securities.
The Fund may also invest in securities of foreign companies in the form of American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and European
Depositary Receipts (“EDRs”). Generally, ADRs in registered form are dollar-denominated securities designed for use in the U.S. securities markets, which represent and may be converted into an underlying foreign security. GDRs, in bearer
form, are designed for use outside the United States. EDRs, in bearer form, are designed for use in the European securities markets. The Fund may invest in foreign issuers in both developed and emerging markets.
Derivatives and Hedging Transactions
The Fund is authorized to purchase, sell or
enter into any derivative contract or option on a derivative contract, transaction or instrument including, without limitation, various interest rate transactions such as swaps, caps, floors or collars, and foreign currency transactions, such as
foreign currency forward contracts, futures contracts, options, swaps and other similar transactions in connection with its investments in securities of non-U.S. companies. The Fund’s primary use of derivative contracts will be to enter into
interest rate hedging transactions in order to reduce the interest rate risk inherent in the Fund’s investments, and foreign currency hedging transactions in order to reduce foreign currency exchange rate risks from adverse changes in the
relationship between the U.S. dollar and foreign currencies (including to hedge against anticipated future changes which otherwise might adversely affect the prices of securities that the Fund intends to purchase at a later date). Derivative
instruments, or “derivatives,” include instruments and contracts which are derived from and are valued in relation to one or more underlying interest rates, currencies, securities, financial benchmarks or indexes and include, without
limitation, swap agreements (including credit default swaps), futures contracts, forward contracts, options on futures or forward contracts, and listed or OTC put or call options on, or linked to the value of, any security, index or basket of
securities, commodity or index or basket of commodities or other reference asset. Derivatives typically allow an investor to hedge or speculate upon the price movements of a particular interest rate, currency, security, financial benchmark or index
at a fraction of the cost of acquiring or borrowing the underlying asset. The value of a derivative depends largely upon price movements in the underlying asset.
An interest rate swap involves the exchange of
cash flows based on interest rate specifications and a specified principal amount, often a fixed payment for a floating payment that is linked to an interest rate. In an interest rate cap, one party receives payments at the end of each period in
which a specified interest rate on a specified principal amount exceeds an agreed rate; conversely, in an interest rate floor one party may receive payments if a specified interest rate on a specified principal amount falls below an agreed rate.
Interest rate collars involve selling a cap and purchasing a floor, or vice versa, to protect a fund against interest rate movements exceeding given minimum or maximum levels.
A foreign currency forward contract is an
obligation to purchase or sell a specific currency for an agreed price on a future date which is individually negotiated and privately traded by currency traders and their customers. A foreign currency futures contract is an exchange-traded contract
for the purchase or sale of a specified foreign currency at a specified price at a future date. A foreign currency swap is an agreement between two parties to exchange principal and interest payments on a loan made in one currency for principal and
interest payments of a loan of equal value in another
currency. The Fund may enter into a foreign currency forward
contract, foreign currency futures contract or foreign currency swap, or purchase a currency option, for example, when it enters into a contract for the purchase or sale of a security denominated in a foreign currency or expects to receive a
dividend or interest payment on a portfolio holding, in order to “lock in” the U.S. dollar value of the security or payment. In addition, the Fund may enter into a foreign currency forward contract, futures contract or swap or purchase a
currency option in respect of a currency which acts as a proxy for a currency in which the Fund’s portfolio holdings or anticipated holdings are denominated. This second investment practice is generally referred to as
“cross-hedging.” The Fund may also conduct its foreign currency exchange transactions on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market.
The Fund’s transactions in foreign
currencies may increase or accelerate the Fund’s recognition of ordinary income and may affect the timing or character of the Fund’s distributions. To the extent any derivatives would be deemed to be illiquid, they will be included
in the Fund’s maximum limitation of 15% of net assets invested in illiquid securities.
Rule 144A Securities
Certain securities in which the Fund may
invest are Rule 144A Securities. Rule 144A Securities are considered restricted securities because they are not registered for sale to the general public and may only be resold to certain qualified institutional buyers.
Regulation S Securities
The Fund may invest in the securities of U.S.
and non-U.S. issuers that are issued through private offerings without registration with the SEC pursuant to Regulation S under the Securities Act. Offerings of Regulation S securities may be conducted outside of the United States. Because
Regulation S securities are subject to legal or contractual restrictions on resale, Regulation S securities may be considered illiquid. If a Regulation S security is determined to be illiquid, the Fund’s maximum limitation of 15% of net assets
invested in illiquid securities will apply.
Investment Restrictions
Except as otherwise stated, all percentage
restrictions referenced in this Prospectus or the SAI are measured at the time of investment. If a percentage restriction is adhered to at the time a transaction is effected, a later increase or decrease in such percentage resulting from market
movements will not be considered a violation of the restriction.
Principal Risks of Investing in the
Fund
This section contains a discussion
of the general risks of investing in the Fund. As with any fund, there can be no guarantee that the Fund will meet its investment objectives or that the Fund’s performance will be positive for any period of time. An investment in the Fund is
not a deposit in any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or by any bank or governmental agency.
Investment Risk
An investment in the Fund is subject to
investment risk, including the possible loss of the entire principal amount that you invest.
Market Risk
Your investment in Fund shares represents an
indirect investment in the securities owned by the Fund. The value of these securities, like other investments, may move up or down, sometimes rapidly and unpredictably. Your Fund shares at any point in time may be worth less than what you invested,
even after taking into account the reinvestment of Fund dividends and distributions.
Preferred Securities Risk
There are various risks associated with
investing in preferred securities. These risks include deferral and omission of distributions; credit risk; subordination to bonds and other debt securities in a company’s capital structure; interest rate risk; prepayment and extension risk;
call, reinvestment and income risk; liquidity risk; limited voting rights; special redemption rights and regulatory risk.
•
|
Deferral and
Omission Risk. Preferred securities may include provisions that permit the issuer, at its discretion, to defer or omit distributions for a stated period without any adverse consequences to the issuer. In certain
cases, deferring or omitting distributions may be mandatory. If the Fund owns a preferred security that is deferring its distributions, the Fund may be required to report income for tax purposes although it has not yet received such income. In
addition, recent changes in bank regulations may increase the likelihood for issuers to defer or omit distributions.
|
•
|
Credit and
Subordination Risk. Credit risk is the risk that a preferred security in the Fund’s portfolio will decline in price or the issuer of the security will fail to make dividend, interest or principal payments when
due because the issuer experiences a decline in its financial status. Preferred securities are generally subordinated to bonds and other debt instruments in a company’s capital structure in terms of having priority to corporate income, claims
to corporate assets and liquidation payments, and therefore will be subject to greater credit risk than more senior debt instruments.
|
•
|
Interest
Rate Risk. Interest rate risk is the risk that preferred securities will decline in value because of changes in market interest rates. When market interest rates rise, the market value of such securities generally
will fall, and therefore the Fund may underperform during periods of rising interest rates. The Fund may be subject to a greater risk of rising interest rates than would normally be the case due to the current period of historically low rates and
the effect of government monetary policy initiatives and resulting market reaction to those initiatives. Preferred securities with longer periods before maturity may be more sensitive to interest rate changes.
|
•
|
Prepayment
and Extension Risk. Prepayment risk is the risk that changes in interest rates, credit spreads or other factors will result in the call (repayment) of a preferred security more quickly than expected, such that the
Fund may have to invest the proceeds in lower yielding securities, or that expectations of such early call will negatively impact the market price of the security. Extension risk is the risk that changes in the interest rates or credit spreads may
result in diminishing call expectations, which can cause prices to fall.
|
•
|
Call,
Reinvestment and Income Risk. During periods of declining interest rates, an issuer may be able to exercise an option to redeem its issue at par earlier than scheduled which is generally known as call risk. Recent
regulatory changes may increase call risk with respect to certain types of preferred securities. If this occurs, the Fund may be forced to reinvest in lower yielding securities.
|
|
This is
known as reinvestment risk. Preferred securities frequently have call features that allow the issuer to repurchase the security prior to its stated maturity. An issuer may redeem preferred securities if the issuer can refinance the preferred
securities at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer, or in the event of regulatory changes affecting the capital treatment of a security. Another risk associated with a declining interest
rate environment is that the income from the Fund’s portfolio may decline over time when the Fund invests the proceeds from new share sales at market rates that are below the portfolio’s current earnings rate.
|
•
|
Liquidity
Risk. Certain preferred securities may be substantially less liquid than many other securities, such as common stocks or U.S. government securities. Illiquid securities involve the risk that the securities will not
be able to be sold at the time desired by the Fund or at prices approximating the value at which the Fund is carrying the securities on its books. During periods of high volatility, the Fund may experience increased redemptions, requiring it to
liquidate securities when it is difficult to do so.
|
•
|
Limited
Voting Rights Risk. Generally, traditional preferred securities offer no voting rights with respect to the issuer unless preferred dividends have been in arrears for a specified number of periods, at which time the
preferred security holders may elect a number of directors to the issuer’s board of directors. Generally, once all the arrearages have been paid, the preferred security holders no longer have voting rights. Hybrid-preferred security holders
generally have no voting rights.
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•
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Special
Redemption Rights. In certain varying circumstances, an issuer of preferred securities may redeem the securities prior to a specified date. For instance, for certain types of preferred securities, a redemption may
be triggered by a change in U.S. federal income tax or securities laws. As with call provisions, a redemption by the issuer may have a negative impact on the return of the security held by the Fund. See “Call, Reinvestment and Income
Risk” above and “Regulatory Risk” below.
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New Types of
Securities. From time to time, preferred securities, including hybrid-preferred securities, have been, and may in the future be, offered having features other than those described herein. The Fund reserves the right
to invest in these securities if the Advisor believes that doing so would be consistent with the Fund’s investment objectives and policies. Since the market for these instruments would be new, the Fund may have difficulty disposing of them at
a suitable price and time. In addition to limited liquidity, these instruments may present other risks, such as high price volatility.
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Duration Risk
Securities with longer durations tend to be
more sensitive to interest rate (or yield) changes than securities with shorter durations. For example, the value of a portfolio of fixed income securities with an average duration of three years would generally be expected to decline by
approximately 3% if interest rates rose by one percentage point. Duration differs from maturity in that it considers potential changes to interest rates, and a security’s coupon payments, yield, price and par value and call features, in
addition to the amount of time until the security matures. Various techniques may be used to shorten or lengthen the Fund’s duration. The duration of a security will be expected to change over time with changes in market factors and time to
maturity.
Debt Securities Risk
There are special risks associated with
investing in debt securities, including:
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Credit Risk. Credit risk refers to the possibility that the issuer of a security will not be able to make payments of interest and principal when due because the issuer of the security experiences a decline in its financial status.
Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.
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Interest
Rate Risk. Interest rate risk is the risk that debt securities will decline in value because of changes in market interest rates. When market interest rates rise, the market value of such securities generally will
fall, and therefore the Fund may underperform during periods of rising interest rates. The Fund may be subject to a greater risk of rising interest rates than would normally be the case due to the current period of historically low rates and the
effect of government monetary policy initiatives and resulting market reaction to those initiatives. Debt securities with longer periods before maturity may be more sensitive to interest rate changes.
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Prepayment
and Extension Risk. Prepayment risk is the risk that changes in interest rates, credit spreads or other factors will result in the call (repayment) of a debt security more quickly than expected, such that the Fund
may have to invest the proceeds in lower yielding securities, or that expectations of such early call will negatively impact the market price of the security. Extension risk is the risk that changes in the interest rates or credit spreads may result
in diminishing call expectations, which can cause prices to fall.
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Call
Risk. Call risk is the risk that, during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Fund’s income if the proceeds are reinvested at lower
interest rates.
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Liquidity
Risk. Certain debt securities may be substantially less liquid than many other securities, such as common stocks or U.S. government securities. Illiquid securities involve the risk that the securities will not be
able to be sold at the time desired by the Fund or at prices approximating the value at which the Fund is carrying the securities on its books. During periods of high volatility, the Fund may experience increased redemptions, requiring it to
liquidate securities when it is difficult to do so.
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Convertible
Securities Risk. The market value of a convertible security performs like that of a regular debt security; that is, if market interest rates rise, the value of a convertible security usually falls. In addition,
convertible securities are subject to the risk that the issuer will not be able to pay interest or dividends when due, and their market value may change based on changes in the issuer’s credit rating or the market’s perception of the
issuer’s creditworthiness. Because it derives a portion of its value from the common stock into which it may be converted, a convertible security is also subject to the same types of market and issuer risk as apply to the underlying common
stock.
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Concentration Risk
Because the Fund invests at least 25% of its
net assets in the financials sector, it will be more susceptible to adverse economic or regulatory occurrences affecting this sector, such as changes in interest rates, loan concentration and competition. In addition, the Fund will also be subject
to the
risks of investing in the individual industries and
securities that comprise the financials sector, including:
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Banking
Industry Risk. Banks depend upon being able to obtain funds at reasonable costs and upon liquidity in the capital and credit markets to finance their lending and other operations which makes banks sensitive to
changes in money market and general economic conditions. When a bank’s borrowers have financial trouble, their failure to repay the bank will adversely affect the bank’s financial situation. Banks are also highly regulated. Decisions by
regulators may limit the loans banks make and the interest rates and fees they charge, and may reduce bank profitability.
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Real Estate
Industry Risk. Investments in real estate are closely linked to the performance of the real estate markets. Property values may fall due to increasing vacancies or declining rents resulting from unanticipated
economic, legal, cultural or technological developments. Real estate company prices also may drop because of the failure of borrowers to pay their loans and poor management, and residential developers, in particular, could be negatively impacted by
falling home prices, slower mortgage origination and rising construction costs.
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Insurance
Industry Risk. The insurance industry is subject to extensive government regulation and can be significantly affected by changes in interest rates, general economic conditions, price and market competition, the
imposition of premium rate caps or other changes in government regulation or tax law. Certain segments of the insurance industry can be significantly affected by mortality and morbidity rates, environmental clean-up costs and catastrophic events
such as earthquakes, hurricanes and terrorist acts.
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To the extent that the Fund focuses its
investments in other sectors or industries, such as (but not limited to) energy, industrials, utilities, pipelines, health care and telecommunications, the Fund will be subject to the risks associated with these particular sectors and industries.
These sectors and industries may be adversely affected by, among others, changes in government regulation, world events and economic conditions.
Below Investment Grade Securities Risk
Below investment grade securities, or
equivalent unrated securities, generally involve greater volatility of price and risk of loss of income and principal, and may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade
securities. It is reasonable to expect that any adverse economic condition could disrupt the market for below investment grade securities, have an adverse impact on the value of those securities and adversely affect the ability of the issuers of
those securities to repay principal and interest on those securities.
Liquidity Risk
Liquidity risk is the risk that particular
investments of the Fund may become difficult to sell or purchase. The market for certain investments may become less liquid or illiquid due to adverse changes in the conditions of a particular issuer or due to adverse market or economic conditions.
In addition, dealer inventories of certain securities, which provide an indication of the ability of dealers to engage in “market making,” are at, or near, historic lows in relation to market size, which has the potential to increase
price volatility in the fixed income markets in which the Fund invests. Recent federal banking regulations may also cause certain dealers to reduce their inventories of certain
securities, which may further decrease the Fund’s
ability to buy or sell such securities. As a result of this decreased liquidity, the Fund may have to accept a lower price to sell a security, sell other securities to raise cash, or give up an investment opportunity, any of which could have a
negative effect on performance. Further, transactions in less liquid or illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities.
Contingent Capital Securities Risk
CoCos may be subject to an automatic
write-down (i.e., the automatic write-down of the principal amount or value of the securities, potentially to zero, and the cancellation of the securities) under certain circumstances, which could result in
the Fund losing a portion or all of its investment in such securities. In addition, the Fund may not have any rights with respect to repayment of the principal amount of the securities that has not become due or the payment of interest or dividends
on such securities for any period from (and including) the interest or dividend payment date falling immediately prior to the occurrence of such automatic write-down. An automatic write-down could also result in a reduced income rate if the dividend
or interest payment is based on the security’s par value. If a CoCo provides for mandatory conversion of the security into common shares of the issuer under certain circumstances and such conversion event occurs, the Fund could experience a
reduced income rate, potentially to zero, as a result of the issuer’s common shares not paying a dividend. In addition, a conversion event would likely be the result of or related to the deterioration of the issuer’s financial condition
(e.g., such as a decrease in the issuer’s capital ratio) and status as a going concern, so the market price of the issuer’s common shares received by the Fund may have declined, perhaps
substantially, and may continue to decline, which may adversely affect the Fund’s NAV. Further, the issuer’s common shares would be subordinate to the issuer’s other security classes and therefore worsen the Fund’s standing
in a bankruptcy proceeding. It will often be difficult to predict when, if at all, an automatic write-down or conversion event will occur. Accordingly, the trading behavior of CoCos may not follow the trading behavior of other types of debt and
preferred securities. Any indication that an automatic write-down or conversion event may occur can be expected to have a material adverse effect on the market price of the CoCos. CoCos are a relatively new form of security and the full effects of
an automatic write-down or conversion event have not been experienced broadly in the marketplace. The occurrence of an automatic write-down or conversion event may be unpredictable and the potential effects of such event on the Fund’s yield,
NAV and/or market price may be adverse.
Foreign (Non-U.S.) and Emerging Market
Securities Risk
The Fund may invest 100% of
its net assets in non-U.S. securities. In addition, the Fund may invest up to 15% of its net assets in securities of companies domiciled in so-called “emerging markets” (or lesser developed countries). Investments in such securities are
particularly speculative. Investing in foreign securities involves certain risks not involved in domestic investments, including, but not limited to:
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future
foreign economic, financial, political and social developments;
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different
legal systems;
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the possible
imposition of exchange controls or other foreign governmental laws or restrictions;
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less
governmental supervision;
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regulation
changes;
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less
publicly available information about foreign companies due to less rigorous disclosure and accounting standards or regulatory practices;
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high and
volatile rates of inflation;
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foreign
currency devaluation;
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fluctuating
interest rates; and
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different
accounting, auditing and financial record-keeping standards and requirements.
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Investments in foreign securities, especially
in emerging market countries, will expose the Fund to the direct or indirect consequences of political, social or economic changes in the countries that issue the securities or in which the issuers are located. Political developments in foreign
countries or the United States may at times subject such countries to sanctions from the U.S. government, foreign governments and/or international institutions that could negatively affect the Fund’s investments in issuers located in, doing
business in or with assets in such countries. Certain countries in which the Fund may invest, especially emerging market countries, have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange
rate fluctuations, large amounts of external debt, balance of payments and trade difficulties and extreme poverty and unemployment. Many of these countries are also characterized by political uncertainty and instability. The cost of servicing
external debt will generally be adversely affected by rising international interest rates because many external debt obligations bear interest at rates which are adjusted based upon international interest rates. In addition, with respect to certain
foreign countries, there is a risk of:
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the
possibility of expropriation of assets;
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confiscatory
taxation;
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difficulty
in obtaining or enforcing a court judgment;
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economic,
political or social instability; and
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diplomatic
developments that could affect investments in those countries.
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In addition, individual foreign economies may
differ favorably or unfavorably from the U.S. economy in such respects as:
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growth of
gross domestic product;
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rates of
inflation;
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capital
reinvestment;
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resources;
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self-sufficiency;
and
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balance
of payments position.
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To the extent the Fund’s investments are
focused in a geographic region or country, the Fund will be subject, to a greater extent than if the Fund’s assets were less geographically focused, to the risks of adverse changes in that region or country. In addition, certain investments in
foreign securities also may be subject to foreign withholding or other taxes, which would reduce the Fund’s return on those securities.
Securities of companies in
emerging markets may be more volatile than those of companies in more developed markets. Emerging market countries generally have less developed markets and economies and, in some countries, less mature governments and governmental institutions.
Political developments in foreign countries or the United States may at times subject such countries to sanctions from the U.S. government, foreign governments and/or international institutions that could negatively affect a Fund’s investments
in issuers located in, doing business in or with assets in such countries. Investing in securities of companies in emerging markets may entail special risks relating to potential economic, political or social instability and the risks of
expropriation, nationalization, confiscation, trade sanctions or embargoes or the imposition of restrictions on foreign investment, the lack of hedging instruments, and repatriation of capital invested. The securities and real estate markets of some
emerging market countries have in the past sometimes experienced substantial market disruptions and, accordingly, may do so in the future. The economies of many emerging market countries may be heavily dependent on international trade and have thus
been, and may continue to be, adversely affected by trade barriers, foreign exchange controls and other protectionist measures imposed or negotiated by the countries with which they wish to trade.
As a result of these potential risks, the
Advisor may determine that, notwithstanding otherwise favorable investment criteria, it may not be practicable or appropriate to invest in a particular country. The Fund may invest in countries in which foreign investors, including the Advisor, have
had no or limited prior experience.
Foreign Currency Risk
Although the Fund will report its NAV and pay
dividends in U.S. dollars, foreign securities often are purchased with and make any dividend and interest payments in foreign currencies. Therefore, the Fund’s investments in foreign securities will be subject to foreign currency risk, which
means that the Fund’s NAV could decline solely as a result of changes in the exchange rates between foreign currencies and the U.S. dollar. Certain foreign countries may impose restrictions on the ability of issuers of foreign securities to
make payment of principal, dividends and interest to investors located outside the country, due to blockage of foreign currency exchanges or otherwise. The Fund may, but is not required to, engage in various investments that are designed to hedge
the Fund’s foreign currency risks, and such investments are subject to the risks described under “Derivatives and Hedging Transactions Risk” below.
Foreign currency forward contracts, OTC
options on foreign currencies and foreign currency swaps are subject to the risk of default by the counterparty and can be illiquid. These currency hedging transactions, as well as the futures contracts and exchange-listed options in which the Fund
may invest, are subject to many of the risks of, and can be highly sensitive to changes in the value of, the related currency or other reference asset. As such, a small investment could have a potentially large impact on the Fund’s
performance. Whether or not the Fund engages in currency hedging
transactions, the Fund may experience a decline in the value
of its portfolio securities, in U.S. dollar terms, due solely to fluctuations in currency exchange rates. Use of currency hedging transactions may cause the Fund to experience losses greater than if the Fund had not engaged in such
transactions.
The Fund’s
transactions in foreign currencies may increase or accelerate the Fund’s recognition of ordinary income and may affect the timing or character of the Fund’s distributions.
Derivatives and Hedging Transactions
Risk
Many of the risks applicable to
trading the underlying asset are also applicable to derivatives trading. However, there are a number of additional risks associated with derivatives trading. Transactions in certain derivatives are subject to clearance on a U.S. national exchange
and to regulatory oversight, while other derivatives are subject to risks of trading in the OTC markets or on non-U.S. exchanges. Additional risks associated with derivatives trading include:
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Counterparty
Risk. Because derivative transactions in which the Fund may engage may involve instruments that are not traded on an exchange but are instead traded between counterparties based on contractual relationships, the Fund
is subject to the risk that a counterparty will not perform its obligations under the related contracts. Although the Fund intends to enter into transactions only with counterparties which the Advisor believes to be creditworthy, there can be no
assurance that a counterparty will not default and that the Fund will not sustain a loss on a transaction as a result.
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Some types
of cleared derivatives are required to be executed on an exchange or on a swap execution facility. A swap execution facility is a trading platform where multiple market participants can execute derivatives by accepting bids and offers made by
multiple other participants in the platform. While this execution requirement is designed to increase transparency and liquidity in the cleared derivatives market, trading on a swap execution facility can create additional costs and risks for the
Fund.
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In the event
of the counterparty’s bankruptcy or insolvency, the Fund’s collateral may be subject to the conflicting claims of the counterparty’s creditors, and the Fund may be exposed to the risk of a court treating the Fund as a general
unsecured creditor of the counterparty, rather than as the owner of the collateral.
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The Fund is
subject to the risk that issuers of the instruments in which it invests and trades may default on their obligations under those instruments, and that certain events may occur that have an immediate and significant adverse effect on the value of
those instruments. There can be no assurance that an issuer of an instrument in which the Fund invests will not default, or that an event that has an immediate and significant adverse effect on the value of an instrument will not occur, and that the
Fund will not sustain a loss on a transaction as a result.
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Liquidity
Risk. Derivative instruments, especially when traded in large amounts, may not be liquid in all circumstances, so that in volatile markets the Fund may not be able to close out a position without incurring a loss.
In addition, daily limits on price fluctuations and speculative position limits on exchanges on which the Fund may conduct its transactions in derivative instruments may prevent profitable liquidation of positions, subjecting the Fund to the
potential of greater losses.
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Financial
Leverage Risk. Trading in derivative instruments can result in large amounts of financial leverage. Thus, the leverage offered by trading in derivative instruments will magnify the gains and losses experienced by the
Fund and could cause the value of the Fund’s net assets to be subject to wider fluctuations than would be the case if the Fund did not use the leverage feature of derivative instruments.
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Over-the-Counter
Trading Risk. Derivative instruments, such as swap agreements, that may be purchased or sold by the Fund may include instruments not traded on an exchange. The risk of nonperformance by the counterparty to an
instrument may be greater than, and the ease with which the Fund can dispose of or enter into closing transactions with respect to an instrument may be less than, the risk associated with an exchange traded instrument. In addition, significant
disparities may exist between “bid” and “asked” prices for derivative instruments that are not traded on an exchange. Derivative instruments not traded on exchanges also are not subject to the same type of government
regulation as exchange traded instruments, and many of the protections afforded to participants in a regulated environment may not be available in connection with the transactions.
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Tracking
Risk. The value of the derivatives that the Fund uses to gain commodities exposure may not correlate to the values of the underlying commodities. When used for hedging purposes, an imperfect or variable degree of
correlation between price or rate movements of the derivative instrument and the underlying investment sought to be hedged may prevent the Fund from achieving the intended hedging effect or expose the Fund to risk of loss.
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Rule 144A Securities Risk
Rule 144A Securities are
considered restricted securities because they are not registered for sale to the general public and may only be resold to certain qualified institutional buyers. Institutional markets for Rule 144A Securities that exist or may develop may provide
both readily ascertainable values for such securities and the ability to promptly sell such securities. However, if there are an insufficient number of qualified institutional buyers interested in purchasing Rule 144A Securities held by the Fund,
the Fund will be subject to liquidity risk and thus may not be able to sell the Rule 144A Securities at a desirable time or price.
Regulation S Securities Risk
Regulation S securities are offered through
private offerings without registration with the SEC pursuant to Regulation S of the Securities Act. Regulation S securities may be relatively less liquid as a result of legal or contractual restrictions on resale. Because Regulation S securities are
generally less liquid than registered securities, the Fund may take longer to liquidate these positions than publicly traded securities or may not be able to sell them at the price desired. Furthermore, companies whose securities are not publicly
traded may not be subject to the disclosure and other investor protection requirements that would be applicable if their securities were publicly traded or otherwise offered in the United States. Accordingly, Regulation S securities may involve a
high degree of business and financial risk and may result in losses to the Fund.
LIBOR Risk
Many financial instruments
may be tied to the London Interbank Offered Rate, or “LIBOR,” to determine payment obligations, financing terms, hedging strategies, or investment value. LIBOR is the offered rate for short-term Eurodollar deposits between major
international banks. On July 27, 2017, the head of the UK Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. Regulators and industry working groups have suggested alternative reference rates, but global
consensus is lacking and the process for amending existing contracts or instruments to transition away from LIBOR remains unclear. There also remains uncertainty and risk regarding the willingness and ability of issuers and lenders to include
enhanced provisions in new and existing contracts or instruments. As such, the transition away from LIBOR may lead to increased volatility and illiquidity in markets that are tied to LIBOR, reduced values of LIBOR-related investments or investments
in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and reduced effectiveness of hedging strategies, adversely affecting the Fund’s performance or NAV. In addition, the alternative reference rate may be an
ineffective substitute resulting in prolonged adverse market conditions for the Fund.
Geopolitical Risk
Occurrence of global events similar to those
in recent years, such as war, terrorist attacks, natural or environmental disasters, country instability, infectious disease epidemics, market instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers and other
governmental trade or market control programs, the potential exit of a country from its respective union and related geopolitical events, may result in market volatility and may have long-lasting impacts on both the U.S. and global financial
markets. Additionally, those events, as well as other changes in foreign and domestic political and economic conditions, could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, secondary trading,
credit ratings, inflation, investor sentiment and other factors affecting the value of the Fund’s investments.
On March 29, 2017, the UK formally notified
the European Council of its intention to leave the EU and commenced the formal process of withdrawing from the EU (referred to as “Brexit”). Brexit has resulted in volatility in European and global markets and could have negative
long-term impacts on financial markets in the UK and throughout Europe. There is considerable uncertainty about the potential consequences and precise timeframe for Brexit, how it will be conducted, how negotiations of trade agreements will proceed,
and how the financial markets will react. As this process unfolds, markets may be further disrupted. Given the size and importance of the UK’s economy, uncertainty about its legal, political and economic relationship with the remaining member
states of the EU may continue to be a source of instability.
Growing tensions, including trade disputes,
between the United States and other nations, or among foreign powers, and possible diplomatic, trade or other sanctions could adversely impact the global economy, financial markets and the Fund. The strengthening or weakening of the U.S. dollar
relative to other currencies may, among other things, adversely affect the Fund’s investments denominated in non-U.S. dollar currencies. It is difficult to predict when similar events affecting the U.S. or global financial markets may occur,
the effects that such events may have, and the duration of those effects.
Regulatory Risk
The U.S. government has
proposed and adopted multiple regulations that could have a long-lasting impact on the Fund and on the mutual fund industry in general. The SEC’s final rules and
amendments that modernize
reporting and disclosure and require the implementation of a Liquidity Risk Management Program, along with other potential upcoming regulations, could, among other things, restrict the Fund’s ability to engage in transactions, impact flows
into the Fund and/or increase overall expenses of the Fund. In addition, the SEC, Congress, various exchanges and regulatory and self-regulatory authorities, both domestic and foreign, have undertaken reviews of the use of derivatives by registered
investment companies, which could affect the nature and extent of instruments used by the Fund. While the full extent of all of these regulations is still unclear, these regulations and actions may adversely affect both the Fund and the instruments
in which the Fund invests and its ability to execute its investment strategy. Similarly, regulatory developments in other countries may have an unpredictable and adverse impact on the Fund.
Cyber Security Risk
With the increased use of
technologies such as the Internet and the dependence on computer systems to perform necessary business functions, the Fund and its service providers (including the Advisor) may be susceptible to operational and information security risks resulting
from cyber-attacks and/or other technological malfunctions. In general, cyber-attacks are deliberate, but unintentional events may have similar effects. Cyber-attacks include, among others, stealing or corrupting data maintained online or digitally,
preventing legitimate users from accessing information or services on a website, releasing confidential information without authorization, gaining unauthorized access to digital systems for purposes of misappropriating assets and causing operational
disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service. Successful cyber-attacks against, or security breakdowns of, the Fund, the Advisor, or a custodian,
transfer agent, or other affiliated or third-party service provider may adversely affect the Fund or its shareholders. For instance, cyber-attacks may interfere with the processing of shareholder transactions, affect the Fund’s ability to
calculate its NAV, cause the release of private shareholder information or confidential Fund information, impede trading, cause reputational damage, and subject the Fund to regulatory fines, penalties or financial losses, reimbursement or other
compensation costs, and additional compliance costs. Furthermore, as a result of breaches in cyber security or other operational and technology disruptions or failures, an exchange or market may close or issue trading halts on specific securities or
an entire market, which may result in a Fund being, among other things, unable to buy or sell certain securities or financial instruments or unable to accurately price its investments. While the Fund has established business continuity plans and
systems designed to prevent cyber-attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Similar types of cyber security risks also are present for issuers of
securities in which the Fund invests, which could result in material adverse consequences for such issuers, and may cause the Fund’s investment in such securities to lose value.
Each of the Fund and the Advisor may have
limited ability to prevent or mitigate cyber-attacks or security or technology breakdowns affecting each Fund’s third-party service providers. While the Fund has established business continuity plans and systems designed to prevent or reduce
the impact of cyber-attacks, such plans and systems are subject to inherent limitations.
Large Shareholder Risk
The Fund may have one or more large
shareholders or a group of shareholders investing in classes of Fund shares indirectly through an account, platform or program sponsored by a financial institution. Investment and asset allocation decisions by such financial institutions regarding
the account,
platform or program through which multiple shareholders
invest may result in subscription and redemption decisions that have a significant impact on the assets, expenses and trading activities of the Fund. Such a decision may cause the Fund to sell assets (or invest cash) at disadvantageous times or
prices, increase or accelerate taxable gains or transaction costs and may negatively affect the Fund’s NAV, performance, or ability to satisfy redemptions in a timely manner.
Other Investment Companies Risk
To the extent the Fund invests a portion of
its assets in investment companies, including open-end funds, closed-end funds, ETFs and other types of pooled investment funds, those assets will be subject to the risks of the purchased investment funds’ portfolio securities, and a
shareholder in the Fund will bear not only his or her proportionate share of the Fund’s expenses, but also indirectly the expenses of the purchased investment funds. Shareholders would therefore be subject to duplicative expenses to the extent
the Fund invests in other investment funds. Risks associated with investments in closed-end funds also generally include market risk, leverage risk, risk of market price discount from NAV, risk of anti-takeover provisions and non-diversification. In
addition, restrictions under the 1940 Act may limit the Fund’s ability to invest in other investment companies to the extent desired.
Active Management Risk
As an actively managed portfolio, the value of
the Fund’s investments could decline because the financial condition of an issuer may change (due to such factors as management performance, reduced demand or overall market changes), financial markets may fluctuate or overall prices may
decline, or the Advisor’s investment techniques could fail to achieve the Fund’s investment objectives or negatively affect the Fund’s investment performance.
Additional Investment Information
In addition to the principal investment
strategies described above, the Fund has other investment practices that are described here and in the SAI. These investment practices may subject the Fund to additional risks. Please review this section and the SAI for more information about the
additional investment practices and their associated risks.
Equity Securities
The Fund may invest up to 20% of its net
assets in common stocks, which represent residual ownership interest in issuers and include rights or warrants to purchase common stocks. Holders of common stocks are entitled to the income and increase in the value of the assets and business of the
issuers after all debt obligations and obligations to preferred stockholders are satisfied. Common stocks generally have voting rights. Common stocks fluctuate in price in response to many factors including historical and prospective earnings of the
issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. The value of equity securities purchased by the Fund could decline if the financial condition of the companies
the Fund invests in declines or if overall market and economic conditions deteriorate. The value of such securities also may decline due to factors that affect a particular industry or industries, such as labor shortages or an increase in production
costs and competitive conditions within an industry. In addition, their value may decline due to general market conditions that are not specifically related to a
company or industry, such as real or perceived adverse
economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment.
Government Securities
The Fund may invest up to
20% of its net assets in government debt securities issued or guaranteed by the U.S. government or its agencies or instrumentalities or a non-U.S. government or its agencies or instrumentalities. Obligations issued or guaranteed by the U.S.
government, its agencies and instrumentalities include bills, notes and bonds issued by the U.S. Treasury, as well as “stripped” or “zero coupon” U.S. Treasury obligations representing future interest or principal payments on
U.S. Treasury notes or bonds. Stripped securities are sold at a discount to their “face value,” and may exhibit greater price volatility than interest-bearing securities because investors receive no payment until maturity. Other
obligations of certain agencies and instrumentalities of the U.S. government are supported only by the credit of the instrumentality. The U.S. government may choose not to provide financial support to U.S. government-sponsored agencies or
instrumentalities if it is not legally obligated to do so, in which case, if the issuer were to default, the Fund might not be able to recover its investment from the U.S. government.
Mortgage- and Asset-Backed Securities
The Fund may invest up to
20% of its net assets in mortgage-backed and other asset-backed securities. Mortgage-related securities include mortgage pass-through securities, collateralized mortgage obligations (“CMOs”), commercial mortgage-backed securities
(“CMBSs”), mortgage dollar rolls, CMO residuals, stripped mortgage-backed securities (“SMBSs”) and other securities that directly or indirectly represent a participation in or are secured by and payable from mortgage loans on
real property. These securities may be issued or guaranteed by the U.S. government or one of its sponsored entities or may be issued by private organizations. One type of SMBS has two classes, with one class receiving all of the interest from the
mortgage assets (the interest-only, or IO class), while the other class will receive the entire principal (the principal-only, or PO class). The yield to maturity on an IO class is extremely sensitive to the rate of principal payments (including
prepayments) on the underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on the Fund’s yield to maturity from these securities.
Other asset-backed securities are structured
like mortgage-backed securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such items as motor vehicle installment sales or installment loan contracts, leases of various types of real and
personal property, and receivables from credit card agreements and from sales of personal property. Regular payments received in respect of such securities include both interest and principal. Asset-backed securities typically have no U.S.
government backing. Additionally, the ability of an issuer of asset-backed securities to enforce its security interest in the underlying assets may be limited.
If the Fund purchases a mortgage-backed or
other asset-backed security at a premium, that portion may be lost if there is a decline in the market value of the security, whether resulting from changes in interest rates or from prepayments or defaults in the underlying collateral. As with
other interest-bearing securities, the prices of such securities are inversely affected by changes in interest rates. Although the value of a mortgage-backed or other asset-backed security may decline when
interest rates rise, the converse is not necessarily true,
because in periods of declining interest rates the mortgages and loans underlying the securities are prone to prepayment, thereby shortening the average life of the security and shortening the period of time over which income at the higher rate is
received.
When interest rates are
rising, the rate of prepayment tends to decrease, thereby lengthening the period of time over which income at the lower rate is received. For these and other reasons, a mortgage-backed or other asset-backed security’s average maturity may be
shortened or lengthened as a result of interest rate fluctuations and, therefore, it is not possible to predict accurately the security’s return.
The market for mortgage-backed and
asset-backed securities has in the past experienced high volatility and a lack of liquidity. As a result, the value of many of these securities has significantly declined. There can be no assurance that these markets will become more liquid or less
volatile, and it is possible that the value of these securities could decline further.
Municipal Securities
The Fund may invest up to 20% of its net
assets in municipal securities, which includes debt obligations of states, territories or possessions of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities. Municipal securities are issued
to obtain funds for various public purposes, including the construction of a wide range of public facilities such as airports, bridges, highways, housing, hospitals, mass transportation, schools, streets and water and sewer works. Other public
purposes for which municipal securities may be issued include the refunding of outstanding obligations, obtaining funds for general operating expenses and lending such funds to other public institutions and facilities.
The two major classifications of municipal
securities are bonds and notes. Bonds may be further classified as “general obligation” or “revenue” issues. General obligation bonds are secured by the issuer’s pledge of its full faith, credit and taxing power for the
payment of principal and interest. Revenue bonds are payable from the revenues derived from a particular facility or class of facilities, and in some cases, from the proceeds of a special excise or other specific revenue source, but not from the
general taxing power. Most notes are general obligations of the issuing municipalities or agencies and are sold in anticipation of a bond sale, collection of taxes or receipt of other revenues. There are, of course, variations in the risks
associated with municipal securities, both within a particular classification and between classifications. Although issued by governments and their agencies and instrumentalities, municipal securities are subject to default risk. The Fund does not
anticipate meeting the requirements under the Internal Revenue Code of 1986 (the “Code”) to pass through income from municipal securities as tax free to shareholders.
Investments in municipal securities may be
affected significantly by economic, regulatory or political developments affecting the ability of an issuer to pay interest or repay principal. Certain issuers have experienced serious financial difficulties in the past and a reoccurrence of these
difficulties may impair the ability of certain issuers to pay principal or interest on their obligations.
Other Investment Companies
The Fund may invest in securities of other
open- or closed-end investment companies, including ETFs. ETFs trade on a securities exchange and their shares may, at times, trade at a premium or discount to their NAV. Most ETFs hold a portfolio of common stocks or bonds designed to track
the
performance of a securities index, including industry,
sector, country and region indexes, but an ETF may not replicate exactly the performance of the index it seeks to track for a number of reasons, including transaction costs incurred by the ETF.
The Fund may also invest a portion of its
assets in pooled investment vehicles (other than investment companies). As a stockholder in an investment company or other pooled vehicle, the Fund will bear its ratable share of that investment company’s or vehicle’s expenses, and would
remain subject to payment of the fund’s or vehicle’s advisory and administrative fees with respect to assets so invested. Shareholders would therefore be subject to duplicative expenses to the extent the Fund invests in other investment
companies or vehicles. In addition, the securities of other investment companies or pooled vehicles may be leveraged and will therefore be subject to leverage risks (in addition to other risks of the investment company’s or pooled
vehicle’s strategy). The Fund will also incur brokerage costs when purchasing and selling shares of ETFs.
Illiquid Securities
Illiquid investments are
generally investments that a Fund cannot reasonably expect to be sold or disposed of in current market conditions in seven (7) calendar days or less without the sale or disposition significantly changing the market value of the instrument. The Fund
will not invest more than 15% of its net assets in illiquid securities. Restricted securities, which are securities that may not be resold to the public without an effective registration statement under the Securities Act, or, if they are
unregistered, may be sold only in a privately negotiated transaction or pursuant to an exemption from registration, may be illiquid.
Pursuant to Rule 22e-4 under the 1940 Act, the
Fund has adopted a liquidity risk management program to assess and manage its liquidity risk. Under its program, the Fund is required to classify its investments into specific liquidity categories and monitor compliance with limits on investments in
illiquid securities. While the liquidity risk management program attempts to assess and manage liquidity risk, there is no guarantee it will be effective in its operation, and it will not reduce the liquidity risk inherent in the Fund’s
investments.
Defensive
Position
When the Advisor believes that
market or general economic conditions justify a temporary defensive position, the Fund may deviate from its investment objectives and invest all or any portion of its assets in short-term debt instruments, government securities, cash or cash
equivalents. When and to the extent the Fund assumes a temporary defensive position, it may not pursue or achieve its investment objectives. In addition, the Fund may be required to hold more cash than anticipated to support its derivative
positions, which could have a negative impact on returns.
Portfolio Holdings
A description of the
Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s SAI. The Fund has filed its complete schedule of portfolio holdings with the SEC on Form N-Q as of the end
of its first and third fiscal quarters. Form N-Q has now been rescinded. Disclosure of the Fund’s complete holdings are now required to be made monthly on Form N-PORT, with every third month made available to the public by the SEC 60 days
after the end of the Fund’s fiscal quarter. The Fund’s Form N-Q (and once available, Form
N-PORT), is available (i) without charge, upon request, by
calling 800-330-7348 or (ii) on the SEC’s website at www.sec.gov. The Fund’s full portfolio holdings are published semi-annually in reports sent to shareholders and filed with the SEC on Form N-CSR and such reports are made available at
www.cohenandsteers.com in the “Funds” section under “Fund Literature,” generally within 70 days after the end of each semi-annual period. The Fund also posts an uncertified list of portfolio holdings on the website, no
earlier than 15 days after the end of each calendar quarter. The holdings information remains available until the Fund files a publicly available report on Form N-PORT or Form N-CSR for the period that includes the date as of which the information
is current. In addition to information on portfolio holdings, other Fund statistical information may be found on www.cohenandsteers.com or by calling 800-330-7348.
Management of the Fund
The Advisor
The Advisor, a registered
investment advisor located at 280 Park Avenue, New York, New York 10017, was formed in 1986 and its clients include pension plans, endowment funds and investment companies, including each of the open-end and closed-end Cohen & Steers funds. As
of June 30, 2019, the Advisor managed approximately $62.4 billion in assets. The Advisor is a wholly-owned subsidiary of Cohen & Steers, Inc. (“CNS”), a publicly traded company whose common stock is listed on the NYSE under the
symbol “CNS.”
Under
its investment advisory agreement (the “Investment Advisory Agreement”) with the Fund, the Advisor furnishes a continuous investment program for the Fund’s portfolio, makes the day-to-day investment decisions for the Fund and
generally manages the Fund’s investments in accordance with the stated policies of the Fund, subject to the general supervision of the Board of Directors of the Fund. The Advisor also performs certain administrative services for the Fund and
provides persons satisfactory to the Board of Directors of the Fund to serve as officers of the Fund. Such officers, as well as certain Directors of the Fund, may also be directors, officers, or employees of the Advisor. The Advisor also selects
brokers and dealers to execute the Fund’s portfolio transactions.
For its services under the Investment Advisory
Agreement, the Fund pays the Advisor a monthly investment advisory fee at the annual rate of 0.65% of the average daily net assets of the Fund. This fee is allocated among the separate classes based on the classes’ proportionate shares of such
average daily net assets. The Fund’s effective advisory fee during the fiscal year ended April 30, 2019 was 0.38% of average daily net assets.
In addition to this investment advisory fee,
the Fund pays other operating expenses, which may include but are not limited to administrative, transfer agency, custodial, legal and accounting fees. The Fund pays the Advisor a monthly fee at the annual rate of 0.05% of the average daily net
assets for administration services.
The
Advisor has contractually agreed to waive its fee and/or reimburse expenses through June 30, 2021 so that the Fund’s total annual operating expenses (excluding acquired fund fees and expenses, taxes and extraordinary expenses) do not exceed
0.95% for Class A shares, 1.60% for Class C shares, 0.60% for Class F shares, 0.60% for Class I shares, 1.10% for Class R shares and 0.60% for Class Z
shares. This contractual agreement can only be amended or
terminated by agreement of the Fund’s Board of Directors and the Advisor and will terminate automatically in the event of termination of the investment advisory agreement between the Advisor and the Fund.
A discussion regarding the Board of
Directors’ basis for approving the Investment Advisory Agreement will be available in the Fund’s semi-annual report to shareholders for the period ended October 31, 2019.
Portfolio Managers
The Fund’s portfolio managers are:
William F. Scapell—Mr. Scapell joined
the Advisor in 2003 and currently serves as Executive Vice President of the Advisor. Mr. Scapell is a Chartered Financial Analyst.
Elaine Zaharis-Nikas—Ms. Zaharis-Nikas
joined the Advisor in 2003 and currently serves as Senior Vice President of the Advisor. Ms. Zaharis-Nikas is a Chartered Financial Analyst.
The Advisor utilizes a team-based approach in
managing the Fund. Mr. Scapell and Ms. Zaharis-Nikas direct and supervise the execution of the Fund’s investment strategy, and lead and guide the other members of the investment team. All of the Fund’s portfolio managers collaborate with
respect to the process for allocating the Fund’s assets among the various sectors and industries.
The SAI contains additional information about
the portfolio managers’ compensation, other accounts they manage, and their ownership of securities in the Fund.
Pricing of Fund Shares
The price at which you can purchase and redeem
each class of the Fund’s shares is the NAV of that class of shares next determined after we receive your order in proper form, less any applicable sales charge. Proper form means that your request includes the Fund name and account number,
states the amount of the transaction (in dollars or shares), includes the signatures of all owners exactly as registered on the account, signature guarantees (if necessary), any supporting legal documentation that may be required and any outstanding
certificates representing shares to be redeemed.
The Fund calculates its NAV per share as of
the close of regular trading on the NYSE, generally 4:00 p.m. eastern time, on each day the NYSE is open for trading. Thus, purchase or redemption orders must be received in proper form by the close of regular trading on the NYSE in order to receive
that day’s NAV; orders received after the close of regular trading on the NYSE will receive the NAV next determined. The Fund has authorized one or more brokers to accept on its behalf purchase and redemption orders, and these brokers are
authorized to designate other intermediaries on the Fund’s behalf. The Fund will be deemed to have received a purchase or redemption order when an authorized broker, or that broker’s designee, accepts the order, and that order will be
priced at the next computed NAV after this acceptance. The Fund determines NAV per share for each class by dividing that class’s share of the net assets of the Fund (i.e., its assets less liabilities) by
the total number of outstanding shares of that class.
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. Futures contracts traded on an exchange are valued at their settlement price at the
close of trading on their primary exchange. 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. OTC interest rate swaps are valued utilizing quotes received from a third-party pricing service. Exchange-traded options are valued at their last sale price as of the close of options trading on applicable exchanges on the valuation
date. In the absence of a last sale price on such day, options are valued at the average of the quoted bid and ask prices as of the close of business. OTC options are valued based upon prices provided by a third-party pricing service or
counterparty.
Securities not listed on
the NYSE but listed on other domestic or foreign securities exchanges (including NASDAQ) 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
OTC market, including listed securities whose primary market is believed by the Advisor to be OTC, are 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
Advisor, pursuant to delegation by the Board of Directors, to reflect the fair value of such securities.
Fixed-income securities are 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 Advisor, pursuant to delegation by the Board of Directors, to reflect the fair 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 then used to calculate the fair values.
The policies and procedures approved by the
Fund’s Board of Directors delegate authority to make fair value determinations to the Advisor, subject to the oversight of the Board of Directors. The 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 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.
Foreign equity fair value
pricing procedures utilized by the Fund may cause certain non-U.S. equity holdings to be fair valued on the basis of fair value factors provided by a pricing service to reflect any significant market movements between the time the Fund values such
securities and the earlier closing of foreign markets.
The Fund’s use of fair value pricing may
cause the NAV of Fund shares to differ from the NAV that would be calculated using market quotations. Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security may be materially different than
the value that could be realized upon the sale of that security.
Short-term debt securities,
which have a maturity date of 60 days or less, are valued at amortized cost, which approximates fair value. Investments in open-end mutual funds are valued at NAV.
Since the Fund may hold securities that are
primarily listed on foreign exchanges that trade on weekends or days when the Fund does not price its shares, the value of securities held in the Fund may change on days when you will not be able to purchase or redeem Fund shares.
How to Purchase, Exchange and Sell Fund
Shares
Purchase Minimums
|
Class
A and C
Shares
|
Class
I
Shares
|
Class
F, R and Z
Shares
|
Minimum
Initial Investment
|
• No
minimum
|
• $100,000
(aggregate for registered advisors)
|
• No
minimum
|
Minimum
Subsequent Investment
|
• No
minimum
• $100 for Automatic Investment Plans
|
• No
minimum
• $500 for Automatic Investment Plans
|
• No
minimum
• $50 for Automatic Investment Plans
|
Class F shares are currently not available for
purchase. The Fund reserves the right to change or waive its investment minimum requirements.
Purchasing the Class of Fund Shares that
is Best for You
This Prospectus offers five
separate classes of shares (Class F shares are currently not available for purchase) to give you flexibility in choosing a fee structure that is most beneficial to you. Each class represents an investment in the same portfolio of securities, but as
described below, the classes utilize a combination of the fees listed below and other features to suit your investment needs. Because each
investor’s financial considerations are different, you
should speak with your financial advisor to help you decide which share class is best for you.
|
Class
A Shares
|
Class
C Shares
|
Class
F Shares
|
Class
I Shares
|
Class
R Shares
|
Class
Z Shares
|
|
|
|
|
|
|
|
Eligibility
|
Generally
available through Financial Intermediaries
|
Generally
available through Financial Intermediaries
|
Available
through Financial Intermediaries with a selling agreement with the Distributor
|
Limited
to:
• Current Institutional shareholders that meet certain requirements
• Certain employer-sponsored retirement and benefit plans
• Participants in certain programs sponsored by the Advisor or its
affiliates or other Financial Intermediaries
• Certain employees of the Advisor or its affiliates
|
Available
through certain group retirement and benefit plans
Generally not available for purchase by traditional and Roth individual retirement accounts known as “IRAs”
|
Available
through Financial Intermediaries with a selling agreement with the Distributor
Generally not available for purchase by traditional and Roth individual retirement accounts known as “IRAs”
|
Minimum
Investment1
|
Initial
investment:
• No minimum
Subsequent investment:
• No minimum
• $100 for Automatic Investment Plans
|
Initial
investment:
• No minimum
Subsequent investment:
• No minimum
• $100 for Automatic Investment Plans
|
Initial
investment:
• No minimum
Subsequent investment:
• No minimum
• $50 for Automatic Investment Plans
|
Initial
investment:
• $100,000 (aggregate for registered advisors)
Subsequent investment:
• No minimum
• $500 for Automatic Investment Plans
|
Initial
investment:
• No minimum
Subsequent investment:
• No minimum
• $50 for Automatic Investment Plans
|
Initial
Investment:
• No minimum
Subsequent investment:
• No minimum
• $50 for Automatic Investment Plans
|
Initial
Sales Charge2
|
Yes.
Paid at the time you purchase your investment. Larger purchases may receive a lower sales charge
|
No.
Full purchase price is invested in the Fund
|
No.
Full purchase price is invested in the Fund
|
No.
Full purchase price is invested in the Fund
|
No.
Full purchase price is invested in the Fund
|
No.
Full purchase price is invested in the Fund
|
Contingent
Deferred Sales Charge (“CDSC”)3
|
No.
(You may pay a deferred sales charge for purchases of $500,000 or more
|
Yes.
If you redeem your shares within 1 year of purchase you will be
|
No
|
No
|
No
|
No
|
|
Class
A Shares
|
Class
C Shares
|
Class
F Shares
|
Class
I Shares
|
Class
R Shares
|
Class
Z Shares
|
|
|
|
|
|
|
|
|
that
are redeemed within 1 year of purchase)
|
charged
a 1% CDSC
|
|
|
|
|
Distribution
and Service (12b-1)4 Fees
|
0.35%
|
1.00%
|
None
|
None
|
0.50%
|
None
|
Shareholder
Service5 Fees
|
None
|
None
|
None
|
Up
to 0.10%
|
None
|
None
|
Redemption
Fee
|
No
|
No
|
No
|
No
|
No
|
No
|
Advantages
|
• You
may qualify for a reduced initial sales charge due to the size of your investment
|
• No
initial sales charge, so all of your assets are initially invested
• If you hold your shares for at least one year from the date of purchase, you will not pay a sales charge
• Class C shares may appeal to investors
who have a shorter investment horizon relative to Class A share investors
|
• No
initial sales charge, so all of your assets are initially invested
• No distribution or shareholder service fees
|
• No
initial sales charge, so all of your assets are initially invested
• No distribution fees
|
• No
initial sales charge, so all of your assets are initially invested
• No shareholder service fees
|
• No
initial sales charge, so all of your assets are initially invested
• No distribution or shareholder service fees
|
Disadvantages
|
• You
pay a sales charge up front and therefore own fewer shares initially
• You will pay on-going distribution expenses, which may result in lower total performance than share classes that do not pay these fees
|
• You
may pay a contingent deferred sales charge if shares are sold within one year of purchase
• You will pay on-going distribution expenses, which may result in lower total performance than share classes that do not pay these fees
|
• Limited
Availability
|
• Limited
Availability
|
• Limited
Availability
• You will pay on-going distribution expenses, which may result in lower total performance than share classes that do not pay these fees
|
• Limited
Availability
|
1
|
The Fund
reserves the right to waive or change its minimum investment requirements.
|
2
|
A percentage
fee deducted from your initial investment.
|
3
|
A percentage
fee deducted from your sale proceeds based on the length of time you own your shares.
|
4
|
An ongoing
annual percentage fee used to pay for distribution expenses and servicing shareholder accounts for Class A, Class C, and Class R shares. Except as otherwise noted, Class C shares automatically convert into Class A shares on a monthly basis
approximately ten years after the original date of purchase, thereby lowering the Distribution (12b-1) Fees paid by such Class C shareholders.
|
5
|
An ongoing
annual percentage fee used to pay for the cost of servicing shareholder accounts for Class I shares.
|
The Fund does not accept investments from
investors with non-U.S. addresses and dealer controlled accounts designated as foreign accounts (“Restricted Accounts”). Existing Restricted Accounts can remain in the Fund, but are prohibited from making further investments. U.S. Armed
Forces and Diplomatic post office addresses abroad are treated as U.S. addresses and can invest in the Fund. Addresses in U.S. territories, such as Guam and Puerto Rico, are also treated as U.S. addresses and can invest in the Fund.
The Fund reserves the right to reject or cancel
any purchase order and to withdraw or suspend the offering of shares at any time. In addition, the Fund reserves the right to waive or change its minimum investment requirements.
To help the government
fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. In some cases, federal law also requires us to
verify and record information that identifies the natural persons who control and beneficially own a legal entity that opens an account. When you open an account, the Fund may request additional information to verify your identity including: names,
addresses, dates of birth and other information that will allow us to identify you and certain other natural persons associated with the account. For some legal entity accounts, you will be asked to provide identifying information for one natural
person that controls the entity, and for each natural person that beneficially owns 25% or more of the legal entity.
The Fund is also required to obtain
information that identifies each authorized signer for an account by requesting the name, residential address, date of birth and social security number for each of your authorized signers.
If you do not provide this information or if
such information cannot be verified, we reserve the right to close your account to the extent required or permitted by applicable law or regulations. If the net asset value per share of the Fund has decreased since your purchase, you may lose money
as a result of this account closure. You may also incur any applicable sales charge.
The following pages will
cover additional details of each share class, including the sales charge tables for Class A shares, reduced sales charge information, Class C share CDSC information, Class F, Class I, Class R and Class Z information, and sales charge waivers.
Different financial intermediaries may
impose different sales charges. Information on reducing your initial sales charge is available from your financial intermediary, in the Appendix to this Prospectus and in the SAI.
More information about
existing sales charge reductions and waivers is available free of charge in a clear and prominent format at www.cohenandsteers.com, in the Appendix to this Prospectus and in the SAI, which is available on the website or upon request.
Except as otherwise noted, Class C shares
automatically convert into Class A shares on a monthly basis approximately ten years after the original date of purchase. For more information about the automatic conversion of Class C shares, see “How to Purchase, Exchange and Sell Fund
Shares-Class C Shares”.
Class A Shares
Types of Shareholders Qualified to
Purchase
Class A shares are generally
available through Financial Intermediaries.
Initial Sales Charges
The following initial sales charges apply to
Class A shares:
|
|
SALES
CHARGE AS
A PERCENTAGE OF
|
INVESTMENT
AMOUNT
|
|
OFFERING
PRICE*
|
|
NET
AMOUNT
INVESTED
|
Less than
$100,000
|
|
2.00%
|
|
2.04%
|
$100,000 but less than
$250,000
|
|
1.75%
|
|
1.78%
|
$250,000 but less than
$500,000
|
|
1.25%
|
|
1.27%
|
$500,000 or
more
|
|
None
|
|
None
|
*
|
“Offering
Price” is the amount you actually pay for Fund shares; it includes the initial sales charge.
|
The initial sales charge does not apply to
shares that are purchased with reinvested dividends or other distributions.
CDSC
None, but if you invest $500,000 or more in
Class A shares and sell those shares on or before the one year anniversary date of their purchase, you may pay a charge equal to 1% of the lesser of the current NAV or the original cost of the shares that you sell.
Reducing Your Initial Sales Charge
As demonstrated in the table above, the size
of your investment in Class A shares will affect the initial sales charge that you pay. The Fund offers certain methods, which are described below, that you can use to reduce the initial sales charge. Additional information on reducing your initial
sales charge is available from your financial intermediary, in the Appendix to this Prospectus and in the SAI.
Aggregating Accounts
The size of the total investment applies to
the total amount being invested by any person, which includes:
•
|
you, your
spouse and children under the age of 21;
|
•
|
a trustee or
other fiduciary purchasing for a single trust, estate or single fiduciary account although more than one beneficiary is involved; and
|
•
|
any
U.S. bank or investment advisor purchasing shares for its investment advisory clients.
|
Rights of Accumulation
A person (defined above) may take into account
not only the amount being invested, but also the current NAV of the shares of the Fund and Class A and Class C shares of other Cohen & Steers open-end funds (collectively, the “Eligible Funds” and individually, an “Eligible
Fund”) already held by such person in order to reduce the sales charge on the new purchase.
To be entitled to a reduced sales charge
pursuant to the Rights of Accumulation, you must notify the Fund, your dealer or other financial intermediary at the time of purchase, and give information related to the other account(s).
Letter of Intention
You may reduce your Class A sales charge by
establishing a letter of intention. A letter of intention allows a person (defined above) to aggregate purchases of shares of the Fund and other Eligible Funds during a 13-month period in order to reduce the sales charge. All shares of the Fund and
other Eligible Funds currently owned will be credited as purchases toward completion of the letter at the greater of their NAV on the date the letter is executed or their cost. You should retain any records necessary to substantiate cost basis
because the Fund, DST Asset Manager Solutions, Inc., the Fund’s transfer agent (the “Transfer Agent”), or your dealer or financial intermediary may not maintain this information for periods prior to January 1, 2012. See
“Additional Information—Tax Considerations.” Capital appreciation and reinvested dividends and capital gains distributions do not count toward the required purchase amount during this 13-month period.
The letter is not a binding obligation.
However, 5% of the amount specified in the letter will be held in escrow, and if your purchases are less than the amount specified, the Fund will request that you remit the amount equal to the difference between the sales charge paid and the sales
charge applicable to the aggregate purchases actually made. If this amount is not remitted within 20 days after written request, an appropriate number of escrowed shares will be redeemed in order to realize the difference. However, the sales charge
applicable to the investment will in no event be higher than if you had not submitted a letter. Please note that no retroactive adjustment will be made if purchases exceed the amount indicated in the letter.
At the time of your purchase, you must inform
the Fund, your dealer or other financial intermediary of any other investment in the Fund or in other Eligible Funds that would count toward reducing your sales charge. This includes, for example, investments held in a retirement account, an
employee benefit plan, or at a dealer or other financial intermediary other than the one handling your current purchase. In addition, you may be asked to provide supporting account statements or other information to allow us to verify your
eligibility for a discount. If you do not let the Fund, your dealer or other financial intermediary know that you are eligible for a discount, you may not receive the discount to which you are otherwise entitled.
You may obtain more information about sales
charge reductions and waivers from www.cohenandsteers.com, the Appendix to this Prospectus, the SAI or your dealer or financial intermediary.
Sales at Net Asset Value
Class A shares of the Fund may be sold at NAV
(i.e., without a sales charge) to certain investors without regard to investment amount, including investment advisors and financial planners who place trades for their own accounts or the accounts of their
clients and who charge a management, consulting or other fee for their services, and through certain types of investment programs, including no-load networks, platforms or self-directed investment brokerage accounts offered by financial services
firms that may or may not charge transaction fees to their clients, that have entered into an agreement with the Distributor to offer Class A shares without a sales charge. IRAs are not eligible to purchase Class A shares at NAV. For more
information see the Appendix to this Prospectus and “Sales at Net Asset Value” in the SAI.
Dealer Commission
The Distributor may pay dealers a commission
of up to 1% on investments of $500,000 or more in Class A shares.
Reinstatement Privilege
If you redeem your Class A shares and then
decide to reinvest in Class A shares of the Fund or another Eligible Fund, you have a one-time option to, within 120 calendar days of the date of your redemption, use all or any part of the proceeds of the redemption to reinstate, free of an initial
sales charge, all or any part of your investment in Class A shares of the Fund. If you redeem your Class A shares and your redemption was subject to a CDSC, you may reinstate all or any part of your investment in Class A shares within 120 calendar
days of the date of your redemption and receive a credit for the applicable CDSC that you paid. Your investment will be reinstated at the NAV per share next determined after we receive your request. The Transfer Agent must be informed that your new
purchase represents a reinstated investment. Reinstated shares must be registered exactly and be of the same class as the shares previously redeemed, and the Fund’s minimum initial investment amount must be met
at the time of reinstatement. For the purposes of the CDSC schedule, the holding period will continue as if the Class A shares had not been redeemed. The ability of a shareholder to utilize the reinstatement privilege is subject to the Fund’s
right to reject any purchase or exchange order if it believes such shareholder is engaged in, or has engaged in, market timing or other abusive trading practices. In the event that the Fund rejects an exchange request, neither the redemption or
purchase will be processed. Should an exchange request be rejected, you should submit separate redemption and purchase orders rather than placing an exchange order.
Class C Shares
Types of Shareholders Qualified to
Purchase
Class C shares are
generally available through financial intermediaries.
Initial Sales Charges
There is no initial sales charge for Class C
shares.
CDSC
You may pay a charge equal
to 1% of the lesser of the current NAV of your shares or their original cost if you sell your shares on or before the one-year anniversary date of their purchase. The Fund’s Distributor collects and retains any applicable CDSC paid.
Information on any applicable sales charge discounts is available from your financial intermediary, in the Appendix to this Prospectus and in the section in the SAI titled “Contingent Deferred Sales Charges.”
Dealer Commission
At the time of the initial
sale of Class C shares, the Distributor generally pays a financial intermediary from its own resources an upfront commission of 1% of the amount invested. This amount represents a prepayment of the first year’s distribution and
shareholder services fees. In the first year following the initial sale, the Fund pays the distribution and shareholder services fees to the Distributor as reimbursement for the Distributor’s upfront commission. If you redeem your Class
C shares on or before the one-year anniversary date of their purchase, you will pay a 1% CDSC. In the first year, the payment of a CDSC may result in the Distributor receiving amounts greater or less than the upfront commission paid to the financial
intermediary. For Class C shares held over a year, the Fund pays the
distribution and shareholder services fees to the
Distributor, who is responsible for paying financial intermediaries. Please see the “Additional Information-Distribution Plan” and “Additional Information-Shareholder Services Plan” sections of the Prospectus for additional
information.
Automatic Conversion of
Class C Shares
Except as otherwise
noted, Class C shares automatically convert to Class A shares on a monthly basis approximately 10 years after the original date of purchase (the “Conversion Date”), thus reducing future annual expenses. Conversions will take place based
on the relative NAV of the two classes, without the imposition of any sales charge (including a CDSC), fee or other charge. Automatic conversions of Class C shares to Class A shares are expected to constitute a tax-free exchange for federal income
tax purposes.
Class C shares acquired
through a reinvestment of dividends and distributions will automatically convert to Class A shares on the Conversion Date for the Class C shares with respect to which they were acquired.
For Class C shares held through a financial
intermediary, it is the financial intermediary’s (and not the Fund’s) responsibility to ensure that the investor is credited with the proper holding period. Due to operational limitations at your financial intermediary, your ability to
have your Class C shares automatically converted to Class A shares may be limited. For example, the automatic conversion of Class C shares to Class A shares may not apply to shares held through group retirement plan recordkeeping platforms of
certain broker-dealer intermediaries who hold such shares with the Fund in an omnibus account and do not track participant-level share lot aging to facilitate such a conversion.
The Fund has no responsibility for monitoring
or implementing a financial intermediary’s process for determining whether a shareholder meets the required holding period for conversion. A financial intermediary may sponsor and/or control accounts, programs or platforms that impose a
different conversion schedule or different eligibility requirements for the exchange of Class C shares for Class A shares, as set forth in the Appendix to this Prospectus. In these cases, Class C shareholders may have their shares exchanged for
Class A shares under the policies of the financial intermediary. Financial intermediaries will be responsible for making such exchanges in those circumstances. Please consult with your financial intermediary if you have any questions regarding the
conversion of your Class C shares to Class A shares.
class F shares
Types of Shareholders Qualified to
Purchase
Class F shares are currently not
available for purchase. When made available, Class F shares are expected to be available for purchase by financial intermediaries permitted, by contract with the Distributor, to offer shares where neither the
investor nor the intermediary will receive any commission payments, account servicing fees, record keeping fees, 12b-1 fees, sub-transfer agent fees, so called “finder’s fees,” administration fees or similar fees with respect to
Class F shares. Class F shares are not available for purchase by retirement plans.
Initial Sales Charges
There is no initial sales charge for Class F
shares.
CDSC
There is no CDSC for Class F shares.
Class I Shares
Types of Shareholders Qualified to
Purchase
Class I shares are available
for purchase by:
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retirement
plans introduced by persons not associated with brokers or dealers that are primarily engaged in the retail securities business and rollover IRAs from such plans;
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tax-exempt
employee benefit plans of the Advisor or its affiliates and securities dealer firms with a selling agreement with the Distributor, including certain health savings accounts (“HSAs”);
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institutional advisory
accounts of the Advisor or its affiliates and related employee benefit plans and rollover IRAs from such institutional advisory accounts;
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a bank,
trust company or similar financial institution investing for its own account or for the account of its trust customers for whom such financial institution is exercising investment discretion in purchasing Class I shares, except where the investment
is part of a program that requires payment to the financial institution of a Rule 12b-1 plan fee;
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registered
investment advisors investing on behalf of clients that consist of institutions and/or individuals;
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clients
(including individuals, corporations, endowments, foundations and qualified plans) of approved financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or similar services, or who have entered into an
agreement with the Distributor to offer Class I shares through an omnibus account, no-load network or platform;
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investors
who purchase through certain “wrap” programs, fee based advisory programs, asset allocation programs and similar programs with approved financial intermediaries;
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current
officers, directors and employees (and their immediate families) of the Fund, the Advisor, CNS, the Distributor, and to any trust, pension, profit-sharing or other benefit plan for only such persons; and
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investors
having a direct relationship with the Advisor or its affiliates.
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Waivers of Investment Minimums
The Fund reserves the right to waive any
initial investment minimum. Class I investment minimums are waived for the following:
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certain
types of fee based programs and group retirement accounts (e.g., 401(k) plans or employer-sponsored 403(b) plans);
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financial
intermediaries who have entered into an agreement with the Distributor to offer shares through a wrap and/or asset allocation program;
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financial
intermediaries who have entered into an agreement with the Distributor to offer shares through a no-load network or platform, or through a self-directed investment brokerage account program that charges a transaction fee to its clients;
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certain
financial institutions and third-party recordkeepers and/or administrators who have agreements with the Distributor with respect to such purchases, and who buy shares for their accounts on behalf of investors in retirement plans and deferred
compensation plans;
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current
officers, directors and employees (and their immediate families) of the Fund, the Advisor, CNS, the Distributor, and any trust, pension, profit-sharing or other benefit plan for only such persons; and
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registered
investment advisors clearing through multiple firms having an aggregate $100,000 or more invested in shares of Cohen & Steers open-end funds.
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Initial Sales Charges
There is no initial sales charge for Class I
shares.
CDSC
There is no CDSC for Class I shares.
class r shares
Types of Shareholders Qualified to
Purchase
Class R shares are available
for purchase by:
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group
retirement plans, including 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit-sharing and money purchase pension plans, and defined benefit plans;
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non-qualified deferred
compensation plans where plan level or omnibus accounts are held on the books of a Fund; and
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employee
benefit plans, including certain HSAs.
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Class R shares are not available for purchase
by retail non-retirement accounts; traditional and Roth individual retirement accounts, otherwise known as “IRAs;” SIMPLE, SEP or SARSEP plans; Coverdell Education Savings Accounts; or plans covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans). Please contact your plan administrator or employee benefits office for more information. Exceptions may be granted at the Advisor’s discretion.
Initial Sales Charges
There is no initial sales charge for Class R
shares.
CDSC
There is no CDSC for Class R shares.
class Z shares
Types of Shareholders Qualified to
Purchase
Class Z shares are
available for purchase through financial intermediaries permitted, by contract with the Distributor, to offer shares where the Fund will not pay any commissions, account servicing fees, recordkeeping fees, 12b-1 fees, sub-transfer agent fees,
so-called “finder’s fees,” administration fees or similar fees with respect to Class Z shares. The Advisor and the Distributor may make payments from their own resources to dealers and other financial intermediaries for
distribution, administrative or other services on Class Z shares. Such intermediaries may include:
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group
retirement plans, including 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit-sharing and money purchase pension plans, and defined benefit plans;
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non-qualified deferred
compensation plans where plan level or omnibus accounts are held on the books of a Fund; and
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employee
benefit plans, including certain HSAs.
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Class Z shares are generally not available for
purchase by retail non-retirement accounts, traditional and Roth individual retirement accounts, otherwise known as “IRAs;” SIMPLE, SEP or SARSEP plans; Coverdell Education Savings Accounts; or plans covering self-employed individuals
and their employees (formerly Keogh/ H.R. 10 plans). Please contact your financial intermediary to determine whether Class Z shares are available for purchase. Exceptions may be granted at the Advisor’s discretion.
If you purchase Class Z
shares through a financial intermediary acting solely as an agent on behalf of its customers, that financial intermediary may charge you a commission.
Initial Sales Charges
There is no initial sales charge for Class Z
shares.
CDSC
There is no CDSC for Class Z shares.
How to Purchase Fund Shares
Form of Payment
We will accept payment for shares in two
forms:
1. A check drawn on any bank or
domestic savings institution. Checks must be payable in U.S. dollars and will be accepted subject to collection at full face value.
2. A bank wire or Federal Reserve wire of
federal funds.
Purchases of Fund
Shares
Initial Purchase By Wire
1. Telephone toll free from any continental
U.S. state: (800) 437-9912. When you contact the Transfer Agent, you will need the following information:
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class of
shares;
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name(s) in
which shares are to be registered;
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address;
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social
security or tax identification number (where applicable);
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dividend
payment election;
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amount to be
wired;
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name of the
wiring bank; and
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name
and telephone number of the person to be contacted in connection with the order.
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The Transfer Agent will assign you an account
number.
2. Instruct the wiring bank to
transmit at least the required minimum amount (see “Purchase Minimums” above) to the following:
State Street Bank and Trust Company
One
Lincoln Street
Boston, Massachusetts 02111
ABA # 011000028
Account: DDA # 99055287
Attn: Cohen & Steers Low Duration Preferred and Income Fund, Inc.
For further credit to: (Account Name)
Account Number: (provided by the
Transfer Agent)
3. Complete the
Subscription Agreement attached to this Prospectus and mail the Subscription Agreement to the Transfer Agent:
DST Asset Manager Solutions, Inc.
Attn:
Cohen & Steers Funds
P.O. Box 219953
Kansas City, MO 64121-9953
Additional Purchases By Wire
1. Telephone toll free from any continental
U.S. state: (800) 437-9912. When you contact the Transfer Agent, you will need the following information:
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name of the
Fund;
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class of
shares;
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account
number;
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amount to be
wired;
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name
of the wiring bank; and
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name and
telephone number of the person to be contacted in connection with the order.
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2. Instruct the wiring bank to transmit at
least the required minimum amount (see “Purchase Minimums” above) to the following:
State Street Bank and Trust Company
One
Lincoln Street
Boston, Massachusetts 02111
ABA # 011000028
Account: DDA # 99055287
Attn: Cohen & Steers Low Duration Preferred and Income Fund, Inc.
For further credit to: (Account Name)
Account Number: (provided by the
Transfer Agent)
Initial Purchase By
Mail
1. Complete the Subscription
Agreement attached to this Prospectus.
2. Mail the Subscription Agreement and a check
in at least the required minimum amount per class purchased (see “Purchase Minimums” above), payable to the Fund, to the Transfer Agent at the above address.
Additional Purchases By Mail
1. Make a check payable to
the Fund in at least the required minimum amount per class purchased (see “Purchase Minimums” above). Write your Fund account number and the class of shares to be purchased on the check.
2. Mail the check and the detachable stub from
your account statement (or a letter providing your account number) to the Transfer Agent at the address set forth above.
Purchases Through Dealers and
Intermediaries
You may purchase the
Fund’s shares through authorized dealers and other financial intermediaries.
Financial service firms that do not have a
sales agreement with the Distributor also may place orders for purchases of the Fund’s shares, but may charge you a transaction fee in addition to any applicable initial sales charge.
Dealers and financial service firms are
responsible for promptly transmitting purchase orders to the Distributor. These dealers and financial service firms may also impose charges for handling transactions placed through them that are in addition to the sales charges or any other charges
described in this Prospectus. Such charges may include processing or service fees, which are typically fixed dollar amounts. You should contact your dealer or financial service firm for more information about any additional charges that may
apply.
Additional Information on Purchase of
Fund Shares
Dealer Compensation
Dealers will be paid a commission when you buy
shares and may also be compensated through the distribution and service fees paid by the Fund. In addition, dealers may charge fees for administrative and other services that such dealers provide to Fund shareholders. These fees may be paid by the
Advisor (or an affiliate) out of its own resources and/or by the Fund pursuant to a networking, sub-transfer agency or other arrangements. See “Additional Information—Shareholder Services Plan” and “Additional
Information—Networking and Sub-Transfer Agency Fees.”
A Note on Contingent Deferred Sales
Charges
For purposes of determining the
CDSC, if you sell only some of your shares, shares that are not subject to any CDSC will be sold first (e.g., shares acquired through reinvestment of distributions and shares held longer than the required
holding period), followed by shares that you have owned the longest. All CDSCs will be waived on redemptions of shares following the death or disability of a shareholder or to meet the requirements of certain qualified retirement plans. See the SAI
for more information.
Automatic
Investment Plan and Purchases by ACH
The
Fund’s automatic investment plan (the “Plan”) provides a convenient way to invest in the Fund. Under the Plan, you can have money transferred automatically from your checking account to the Fund each month to buy additional shares.
If you are interested in this Plan, please refer to the automatic investment plan section of the Subscription Agreement attached to this Prospectus or contact your dealer. The market value of the Fund’s shares may fluctuate, and a systematic
investment plan such as this will not assure a profit or protect against a loss. You may discontinue the Plan at any time by notifying the Fund by mail or telephone at the address or number on the back cover of this Prospectus.
You may purchase additional shares of the Fund
by automated clearing house (“ACH”). To elect the Auto-Buy option, select it on your Subscription Agreement attached to this Prospectus or call the Transfer Agent and request an optional shareholder services form. ACH is similar to the
Plan, except that you may choose the date on which you want to make the purchase. We will need a voided check or deposit slip before you may purchase by ACH. If you are interested in this option, please call (800) 437-9912.
The Plan and purchases by ACH may not be
available to customers of certain financial intermediaries. Please contact your dealer or financial service firm for more information.
Exchange Privilege
You may exchange or convert some or all of
your Fund shares for shares of other Cohen & Steers open-end funds, provided that you meet applicable investment minimums and subject to the conditions below. The Fund allows you to exchange between share classes that impose a sales charge
without paying a sales charge at the time of the exchange. Shares you acquire as part of an exchange will continue to be subject to any CDSC that applies to the shares you originally purchased. In
computing the holding period for the purpose of the CDSC, the
length of time you have owned your shares will be measured from the date of original purchase and will not be affected by the permitted exchange.
You may, under certain circumstances, exchange
Class I shares or shares of the Cohen & Steers no-load funds for shares that are subject to a sales charge.
You may, under certain
circumstances, exchange or convert Fund shares for a different class of shares of the same Fund, and move shares held in certain types of accounts to a different type of account or to a new account maintained by a financial intermediary. You are
generally not permitted to exchange into or out of Class F, Class R and Class Z shares. You may exchange Class R and Class Z shares of one Cohen & Steers open-end fund for Class R and Class Z shares of another Cohen & Steers open-end fund or
for Class I shares of the same Fund or of a different Cohen & Steers open-end fund, provided that you otherwise meet the requirements for investing in Class I (including the investment minimum). To qualify for a potential exchange, you must be
eligible to purchase the class of shares you wish to exchange into (including satisfying any applicable investment minimum) and, if you invest in the Fund through an intermediary, your intermediary must have an arrangement with the Distributor to
offer such class. No sales charges or other charges will apply to any such exchange.
Class A shares held in certain fee-based
advisory program (“Advisory Program”) accounts may be converted to Class I shares if such Advisory Program had previously offered only Class A shares and now offers only Class I shares. In addition, a shareholder holding Class A or Class
C shares through a brokerage account may also convert its Class A or Class C shares to Class I shares if such shareholder transfers its Class A or Class C shares to an account within an Advisory Program that offers only Class I shares. Such
conversions will be on the basis of the relative NAV per share, without requiring any investment minimum to be met and without the imposition of any other charge on the conversion. In such situations, any applicable CDSC that would typically be
incurred on a conversion may be waived at the discretion of the Distributor. Any sales charge or fees paid by a shareholder on the initial purchase or during the holding period of such shares will not be reimbursed upon conversion. The Fund reserves
the right to allow additional conversions at its sole discretion. Contact your financial consultant, financial intermediary or institution for more information.
For federal income tax purposes, a same-fund
share class exchange or conversion is not expected to result in the realization by the investor of a capital gain or loss; however, shareholders are advised to consult with their own tax advisors with respect to the particular tax consequences to
them of an investment in the Fund. In addition, shareholders are advised to consult with their own tax advisors with respect to any tax consequences to them relating to an exchange of Fund shares for shares of a different Cohen & Steers fund.
Please speak with your financial intermediary or tax advisor if you have any questions.
An exchange of shares may result in your
realizing a taxable gain or loss for income tax purposes. See “Additional Information—Tax Considerations.” The exchange privilege is available to shareholders residing in any state in which the shares being acquired may be legally
sold. Before you exercise the exchange privilege, you should read the prospectus of the fund whose shares you are acquiring, and all exchanges are subject to any other limits on sales for or exchanges into that fund. Certain dealers and other
financial intermediaries may limit or prohibit your right to use the exchange privilege and may charge you a fee for exchange transactions placed through them.
We have adopted reasonable procedures that are
designed to ensure that any telephonic exchange instructions are genuine. Neither the Fund nor its agents will be liable for any loss or expenses if we act in accordance with these procedures. We may modify or suspend
telephone privileges without notice during periods of drastic economic or market changes. We may modify or revoke the exchange privilege for all shareholders upon 60 days’ prior written notice and this privilege may be revoked immediately with
respect to any shareholder if the Fund believes the shareholder is engaged in, or has engaged in, market timing or other abusive trading practices. For additional information concerning exchanges, or to make an exchange, please call the
Transfer Agent at (800) 437-9912.
How to Sell Fund Shares
You may sell or redeem your shares through
authorized dealers, or other financial intermediaries or through the Transfer Agent. If your shares are held by your dealer or intermediary in “street name,” you must redeem your shares through that dealer or intermediary.
Redemptions Through Dealers and Other
Intermediaries
If you have an account
with an authorized dealer or other intermediary, you may submit a redemption request to such dealer or intermediary. They are responsible for promptly transmitting redemption requests to the Distributor. Dealers and intermediaries may impose charges
for handling redemption transactions placed through them that are in addition to the sales charges or any other charges described in this Prospectus. Such charges may include processing or service fees, which are typically fixed dollar amounts. You
should contact your dealer or intermediary for more information about any additional charges that may apply.
Redemption By Telephone
To redeem shares by telephone, call the
Transfer Agent at (800) 437-9912. In order to be honored at that day’s price, we must receive any telephone redemption requests by the close of regular trading on the NYSE that day, generally 4:00 p.m., eastern time. Orders received after the
close of regular trading on the NYSE will receive the NAV next determined.
If you would like to change your telephone
redemption instructions, you must send the Transfer Agent written notification signed by all of the account’s registered owners, accompanied by signature guarantee(s), as described below.
We may modify or suspend telephone redemption
privileges without notice during periods of drastic economic or market changes. We have adopted reasonable procedures that are designed to ensure that any telephonic redemption instructions are genuine. Neither the Fund nor its agents will be liable
for any loss or expenses if we act in accordance with these procedures. We may modify or terminate the telephone redemption privilege at any time on 30 days’ notice to shareholders.
Redemption By Mail
You can redeem Fund shares by sending a
written request for redemption to the Transfer Agent:
DST Asset Manager Solutions, Inc.
P.O. Box 219953
Kansas City, MO 64121-9953
Attn: Cohen & Steers Low Duration Preferred and Income Fund, Inc.
A written redemption request must:
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state the
number of shares or dollar amount to be redeemed;
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identify
your account number and tax identification number; and
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be
signed by each registered owner exactly as the shares are registered.
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If the shares to be redeemed were issued in
certificate form, the certificate must be endorsed for transfer (or be accompanied by a duly executed stock power) and must be submitted to the Transfer Agent together with a redemption request.
For redemptions made by corporations,
executors, administrators or guardians, the Transfer Agent may require additional supporting documents evidencing the authority of the person making the redemption (including evidence of appointment or incumbency). For additional information
regarding the specific documentation required, contact the Transfer Agent at (800) 437-9912.
The Transfer Agent will not consider your
redemption request to be properly made until it receives all required documentation in proper form.
Other Redemption Information
Payment of Redemption Proceeds
Except as noted below, the
Fund normally sends redemption proceeds to redeeming shareholders by mailing a check or via electronic transfer ACH within five business days after a redemption request is received in good order. Redemptions by wire will normally be sent within two
business days. Regardless of the methods used to pay redemption proceeds, there may be instances where payments may take up to seven calendar days. When proceeds of redemptions are to be paid to someone other than the shareholder, either by wire or
check, you must send a letter of instruction and the signature(s) on the letter of instruction must be guaranteed, as described below, regardless of the amount of the redemption. The Fund will delay the payment of redemption proceeds, however, if
the check used to purchase the shares to be redeemed has not cleared, which may take up to 15 days or more. The Fund may suspend the right of redemption or postpone the date of payment if trading is halted or restricted on the NYSE or under other
emergency conditions, including as determined by the SEC or as permitted by the 1940 Act.
The Fund may establish policies permitting the
Fund’s transfer agent to place a temporary hold for up to 25 business days on the disbursement of redemption proceeds from an account held directly with the Fund if the transfer agent reasonably believes that financial exploitation of a
Specified Adult (as defined below) has occurred, is occurring, has been attempted, or will be attempted. “Specified Adult” refers to an individual who is a natural person (i) age 65 and older, or (ii) age 18 and older and whom the
Fund’s transfer agent reasonably believes has a mental or physical impairment that renders the individual unable to protect his or her own interests. The transfer agent and/or the Fund may not be aware of factors suggesting financial
exploitation of a Specified Adult and may not be able to identify Specified Adults in all circumstances. Furthermore, neither the transfer agent nor the fund is required to delay the disbursement of redemption proceeds and nor do they assume any
obligation to do so.
Under
normal market conditions, the Fund expects to meet redemption requests by check, ACH or wire, as described above, through the sale of readily marketable portfolio securities or using cash on hand. The Fund may also meet all or a portion of your
redemption proceeds with readily marketable
portfolio securities of the Fund transferred into your name
(“in-kind”) in the following circumstances: (i) if the Advisor believes that stressed economic conditions exist or (ii) if the Advisor otherwise determines that meeting redemption requests by selling portfolio securities or using cash on
hand would be detrimental to the best interests of the Fund and remaining shareholders. In-kind redemptions generally, but not necessarily, result in a pro rata distribution of each security held in a
Fund’s portfolio. The securities distributed in an in-kind redemption will be valued in the same manner as they are valued for purposes of computing the Fund’s NAV. These securities are subject to market risk until they are sold and may
increase or decrease in value prior to converting them into cash. You may incur brokerage and other transaction costs, and could incur a taxable gain or loss for income tax purposes when converting the securities to cash. The Fund has elected,
however, to be governed by Rule 18f-1 under the 1940 Act, as a result of which the Fund is obligated to redeem shares, with respect to any one shareholder during any 90-day period, solely in cash up to the lesser of $250,000 or 1% of the
Fund’s NAV at the beginning of the period.
Cost Basis Reporting
Upon the redemption or exchange of your shares
in the Fund, the Fund or, if you purchase your shares through a financial intermediary, your financial intermediary will be required to provide you and the Internal Revenue Service (“IRS”) with cost basis and certain other related tax
information about the Fund shares you redeemed or exchanged. This cost basis reporting requirement is effective for shares purchased, including through dividend reinvestment, on or after January 1, 2012. Please see the Subscription Agreement or
consult your financial intermediary, as appropriate, for more information regarding available methods for cost basis reporting and how to select or change a particular method. Please consult your tax advisor to determine which available cost basis
method is best for you.
Signature
Guarantee
You may need to have your
signature guaranteed (STAMP 2000 Medallion) in certain situations, such as:
•
|
sending
written requests to wire redemption proceeds (if not previously authorized on the Subscription Agreement);
|
•
|
sending
redemption proceeds to any person, address or bank account not on record; and
|
•
|
transferring
redemption proceeds to a Cohen & Steers fund account with a different registration (name/ownership) from yours.
|
You can obtain a signature guarantee from most
banks, savings institutions, broker-dealers and other guarantors acceptable to the Fund. The Fund cannot accept guarantees from notaries public or organizations that do not provide reimbursement in the case of fraud. A medallion signature guarantee
may be waived in certain limited circumstances. A Signature Validation Program stamp may be accepted for certain non-financial shareholder account changes.
Systematic Withdrawal Plan
Shareholders may redeem their shares through a
Systematic Withdrawal Plan (“SWP”). Under the SWP, shareholders or their financial intermediaries may request that a payment drawn in a predetermined amount be sent to them on a monthly, quarterly or annual basis. If you elect this
method of redemption, the Fund will send a check directly to
your address of record or will send the payment directly to your bank account via electronic funds transfer through the ACH network. For payment through the ACH network, your bank must be an ACH member and your bank account information must be
previously established on your account. For additional information on the SWP, please contact the Transfer Agent at (800) 437-9912. The SWP may be terminated at any time by the Fund.
Redemption of Small Accounts
If your Fund account value falls below $250 as
the result of any voluntary redemption, we may redeem your remaining shares. We will, however, give you 30 days’ notice of our intention to do so. During this 30-day notice period, you may make additional investments to increase your account
value above the minimum purchase amount and avoid having the Fund automatically liquidate your account.
Frequent Purchases and Redemptions of
Fund Shares
The Fund is designed for
long-term investors. Excessive trading, short-term market timing or other abusive trading practices may disrupt portfolio management strategies and harm portfolio performance. For example, in order to handle large flows of cash into and out of the
Fund, a portfolio manager may need to allocate more assets to cash or other short-term investments or sell securities. Transaction costs, such as brokerage commissions and market spreads, can detract from the Fund’s performance. Additionally,
excessive trading is a concern for the Fund because the Fund’s portfolio will have foreign securities and therefore could be subject to time-zone arbitrage.
Because of potential harm to the Fund and its
long-term investors, the Board of Directors of the Fund has adopted policies and procedures to discourage and prevent excessive trading and short-term market timing. As part of these policies and procedures, the Advisor monitors purchase, exchange
and redemption activity in Fund shares. The intent is not to inhibit legitimate strategies such as asset allocation, dollar cost averaging or similar activities that may nonetheless result in frequent trading of the Fund’s shares. Under these
procedures, the Fund generally prohibits more than two purchases and sales or exchanges of its shares within a 60 day calendar year period.
The following transactions are excluded when
determining whether trading activity is excessive: (i) transfers associated with systematic purchases or redemptions; (ii) transactions through firm- sponsored, discretionary asset allocation or wrap programs; and (iii) transactions subject to the
trading policy of an intermediary that the Fund deems materially similar to the Fund’s policy.
If, based on these procedures, the Advisor
determines that a shareholder is engaged in, or has engaged in, market timing or excessive trading, we may place a temporary or permanent block on all further purchases or exchanges of Fund shares.
Multiple accounts under common ownership or
control may be considered one account for the purpose of determining a pattern of excessive trading, short-term market timing or other abusive trading practices.
The Fund will also utilize fair value pricing
in an effort to reduce arbitrage opportunities available to short-term traders.
Due to the complexity involved in identifying
excessive trading and market timing activity, there can be no guarantee that the Fund will be able to identify and restrict such activity in all cases. Additionally, it is more difficult for the Fund to monitor the trading activity of beneficial
owners of Fund shares who hold those shares through third-party 401(k) and other group retirement plans and other omnibus arrangements maintained by broker/dealers and other intermediaries. Omnibus account arrangements permit multiple investors to
aggregate their respective share ownership positions and purchase, redeem and exchange Fund shares in a single account.
In certain circumstances the Fund may accept
frequent trading restrictions of intermediaries that differ from the Fund’s policies. Since such intermediaries execute or administer transactions with many fund families, it may be impractical for them to enforce a particular fund’s
frequent trading or exchange policy. These alternate trading restrictions would be authorized only if the Fund believes that the alternate restrictions would provide reasonable protection to the Fund and its shareholders. The Fund reserves the right
to prohibit any purchase, sale or exchange of its shares that the Fund believes may be disruptive to the Fund or its long-term investors.
Additional Information
Distribution And
Service Plan (Class A, Class C and Class R Shares Only)
The Fund has adopted a distribution and
service plan pursuant to Rule 12b-1 under the 1940 Act (a “Distribution and Service Plan”) which allows the Fund to pay fees for the sale and distribution of its shares and for servicing of shareholder accounts. Under the Distribution
and Service Plan, the Fund may pay the Distributor a monthly distribution fee at an annual rate of up to 0.25% and 0.75% of the average daily net assets attributable to the Fund’s Class A and Class C shares, respectively, for the sale and
distribution of its shares. Also under the Distribution and Service Plan, the Fund may pay the Distributor a monthly service fee at an annual rate of up to 0.10% and 0.25% of the average daily net assets attributable to the Fund’s Class A and
Class C shares, respectively, for servicing of shareholder accounts. In addition, the Distribution and Service Plan provides that, for the sale and distribution of its shares and for shareholder account service and maintenance, the Fund may pay the
Distributor a monthly fee at an annual rate not to exceed 0.50% of the average daily net assets attributable to the Class R shares. Because these fees are paid out of the Fund’s assets on an ongoing basis, over time these fees will increase
the cost of your investment and may cost you more than paying other types of sales charges.
The Distributor is obligated to use the
amounts received under the Distribution and Service Plan for payments to qualifying dealers for their assistance in the distribution of the Fund’s shares and for other expenses such as advertising costs and the payment for the printing and
distribution of Prospectuses to prospective investors. In addition, with respect to Class R shares, such amounts may also be used to pay for services to Fund shareholders or securities related to the maintenance of shareholder accounts.
Although the Distributor may retain a portion
of the distribution fee, payments received under the Distribution and Service Plan will not be used to pay any interest expenses, carrying charges or other financing costs or allocation of overhead of the Distributor. The Distributor and/or the
Advisor bears
distribution expenses to the extent they are not covered by
payments under the Distribution and Service Plan. Any distribution expenses incurred by the Distributor in the current fiscal year of the Fund, which are not reimbursed from payments under the Distribution and Service Plan accrued in the current
fiscal year, will not be carried over for payment under the Distribution and Service Plan in any subsequent year.
Shareholder Services
Plan (CLASS I SHARES ONLY)
The Fund has
also adopted a shareholder services plan, pursuant to which the Fund pays the Distributor a service fee at an annual rate of up to 0.10% of the average daily net assets attributable to each of the Fund’s Class I shares. Under this plan, the
Fund or the Distributor may enter into agreements with qualified financial institutions to provide these shareholder services, and the Distributor is responsible for payment to the financial institutions. Services provided may include customer
service and account maintenance, and may vary based on the services offered by your financial institution and the class of shares in which you invest. You should contact your financial institution about services offered and which share class is best
for you.
Networking and Sub-Transfer Agency
Fees
The Fund and/or the Distributor may
also enter into agreements with financial intermediaries pursuant to which the Fund will pay financial intermediaries for services such as networking or sub-transfer agency. Payments made pursuant to such agreements are generally based on either (1)
a percentage of the average daily net assets of Fund shareholders serviced by such financial intermediaries, or (2) per account fee based on the number of Fund shareholders serviced by such financial intermediaries. Currently, any payments made
pursuant to such an agreement are paid under the shareholder services plan described above. From time to time, the Advisor may pay a portion of the fees for networking or sub-transfer agency services at its own expense and out of its own
profits.
Other Compensation
The Advisor and the Distributor may make
payments from their own resources to dealers and other financial intermediaries for distribution, administrative or other services. These payments may be significant to the dealers and the financial intermediaries, and may create an incentive for a
dealer or financial intermediary or their representatives to recommend or sell shares of a particular fund or share class over other mutual funds or share classes. Additionally, these payments may result in the Fund receiving certain marketing or
servicing advantages that are not generally available to mutual funds that do not make such payments, including placement on a sales list, such as a preferred or select sales list, or in other sales programs. These payments, which are in addition to
any amounts you may pay your dealer or other financial intermediary, create potential conflicts of interest between an investor and a dealer or other financial intermediary who is recommending a particular mutual fund over other mutual funds. Please
contact your dealer or intermediary for details about payments it may receive. For further details, please consult the SAI.
Dividends and Distributions
The Fund intends to declare
and pay distributions monthly at a level rate. Paying distributions at a level rate may result in a return of capital to investors if the Fund’s income and gains are not sufficient
to support the level rate distribution. The Fund intends to
distribute net realized capital gains, if any, at least once each year, normally in December. The Transfer Agent will automatically reinvest your dividends and distributions in additional shares of the Fund unless you elected to have them paid to
you in cash. If you elect to have dividends and distributions paid in cash and a dividend or distribution check mailed to you is returned as undeliverable or is not presented for payment within six months, the Transfer Agent will reinvest the
dividend or distribution in additional shares of the Fund promptly and the check will be canceled. In addition, future dividends and distributions will be automatically reinvested in additional shares of the Fund unless you contact the Fund or
Transfer Agent and request to receive distributions by check.
Tax Considerations
The following tax discussion offers only a
brief outline of the U.S. federal income tax consequences of investing in the Fund and is based on the federal tax laws in effect on the date hereof. Such tax laws are subject to change by legislative, judicial or administrative action, possibly
with retroactive effect. Further, this discussion does not address tax consequences to specific types of shareholders such as tax-advantaged retirement plans or foreign shareholders (defined below). In the SAI, we have provided more detailed
information regarding the tax consequences of investing in the Fund. Investors should consult their own tax advisers for more detailed information and for information regarding the impact of state, local and foreign taxes on an investment in the
Fund.
Dividends paid to you out of the
Fund’s investment income will generally be taxable to you as ordinary income to the extent of the Fund’s current and accumulated earnings and profits. Taxes on distributions of capital gains are determined by how long the Fund owned or
is considered to have owned the investments that generated them, rather than how long you have owned your shares. Distributions from the sale of investments that the Fund owned for more than one year and that are properly reported by the Fund as
capital gain dividends are taxable to you as long-term capital gains includible in net capital gain and taxed to individuals at reduced rates. Distributions from the sale of investments that the Fund owned for one year or less are taxable to you as
ordinary income.
If a portion of the
Fund’s income consists of dividends paid by U.S. corporations, a portion of the dividends paid by the Fund may be eligible for the corporate dividends-received deduction for corporate shareholders. In addition, distributions reported by the
Fund as derived from “qualified dividend income” (“QDI”) will be taxed in the hands of individuals at the reduced rates applicable to net capital gain, provided certain holding period and other requirements are met by both
the shareholder and the Fund. Dividend income that the Fund receives from U.S. REITs will generally not be treated as QDI and will not qualify for the dividends-received deduction. It is unclear the extent to which distributions the Fund receives
from investments in certain preferred securities will be eligible for treatment as QDI or for the corporate dividends-received deduction. The Fund cannot predict at this time what portion, if any, of its dividends will qualify for the corporate
dividends-received deduction or be eligible for the reduced rates of taxation applicable to QDI.
Between 2018 and 2025, “Qualified REIT
dividends” are treated as eligible for a 20% deduction by non-corporate taxpayers. Qualified REIT dividends are dividends received from REITs that are neither capital gain dividends nor are eligible for treatment as qualified dividends.
Proposed regulations issued by the IRS enable the Fund to pass-through Qualified REIT dividends to its shareholders, provided the shareholders meet certain holding period requirements with respect to their shares.
A 3.8% Medicare contribution tax is imposed on
the net investment income of certain individuals, trusts and estates to the extent their income exceeds certain threshold amounts. Net investment income generally includes for this purpose dividends paid by the Fund, including any capital gain
dividends, and net gains recognized on the sale, exchange or other taxable disposition of shares of the Fund. Shareholders are advised to consult their tax advisors regarding the possible implications of this additional tax on their investment in
the Fund.
Because of
“non-cash” expenses such as property depreciation, the cash flow of a REIT that owns properties may exceed its taxable income. The REIT, and in turn a Fund, may distribute this excess cash to shareholders. Such a distribution is
classified as a return of capital. Return of capital distributions generally are not taxable to you. Your cost basis in your Fund shares will be decreased by the amount of any return of capital. Any return of capital distributions in excess of your
cost basis will be treated as capital gains.
The tax treatment of your dividends and
distributions will be the same regardless of whether they were paid to you in cash or reinvested in additional Fund shares. If you buy shares of the Fund when the Fund has realized but not yet distributed income or capital gains, you will be
“buying a dividend” by paying the full price for the shares and then receiving a portion back in the form of a taxable distribution.
A distribution will be treated as paid to you
on December 31 of the current calendar year if it is declared by the Fund in October, November or December with a record date in such a month and paid during January of the following year.
Each year, we will notify you of the tax
status of dividends and other distributions.
The Fund has elected to be treated as, and
intends to qualify each year to be treated as, a regulated investment company (“RIC”) under U.S. federal income tax law. In order to qualify and be treated as a RIC, the Fund must derive at least 90% of its gross income for each taxable
year from “qualifying income” as defined in the Code and meet requirements with respect to diversification of assets and distribution of income and gains. If the Fund does so, the Fund generally will not be required to pay federal income
taxes on any income it distributes to shareholders. If the Fund were to fail to meet any one of these requirements, the Fund could in some cases cure such failure, including by paying a Fund-level tax, paying interest, making additional
distributions, or disposing of certain assets. If the Fund were ineligible to or otherwise did not cure such failure for any year, the Fund would be subject to tax on its taxable income and net capital gains at corporate rates, and all distributions
from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would be taxable to shareholders as ordinary income.
Any transaction by the Fund in foreign
currencies, foreign currency-denominated debt securities or certain foreign currency options, futures contracts or forward contracts (or similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from
fluctuations in the value of the foreign currency concerned. Such ordinary income treatment may accelerate Fund distributions to shareholders and increase the distributions taxed to shareholders as ordinary income.
Certain income of the
Fund’s investments, including investments in certain debt instruments, could affect the amount, timing and character of distributions you receive and could cause the Fund to
recognize taxable income in
excess of the cash generated by such investments, which may require the Fund to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirements or otherwise qualify for treatment as a RIC.
If you sell or redeem your Fund
shares, or exchange them for shares of another Cohen & Steers open-end fund, you may realize a capital gain or loss (provided the shares are held as a capital asset) which will be long-term or short-term, depending generally on your holding
period for the shares.
We may be
required to withhold U.S. federal income tax on all taxable distributions and redemption proceeds payable if you:
•
|
fail to
provide us with your correct taxpayer identification number;
|
•
|
fail to make
required certifications; or
|
•
|
have
been notified by the IRS that you are subject to backup withholding.
|
Backup withholding is not an additional tax.
Any amounts withheld may be credited against your U.S. federal income tax liability.
Fund distributions also may be subject to
state and local taxes. You should consult with your own tax advisor regarding the particular consequences of investing in the Fund.
Non-resident alien individuals, foreign trusts
or estates, foreign corporations or foreign partnerships (foreign shareholders) are advised to consult their own tax advisors with respect to the particular tax consequences to them of an investment in the Fund.
The foregoing discussion is based on the
federal tax laws in effect on the date hereof. Such tax laws are subject to change by legislative, judicial, or administrative action, possibly with retroactive effect. Such changes may have a negative impact on the Fund or its investors. You should
consult with your own tax advisor regarding potential consequences of changes in tax laws for investors in the Fund.
Please see the SAI for more detailed tax
information.
The financial highlights
tables are intended to help you understand the financial performance of the Fund’s Class A, C, I, R and Z shares, each for the fiscal periods shown below. Because Class F shares are currently not available for purchase and have therefore not
commenced investment operations, financial highlights are not yet available for this share class. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have
earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). These financial highlights have been derived from financial statements audited by PricewaterhouseCoopers LLP, whose report, along with the
Fund’s audited financial statements, is included in the Fund’s current annual report, which is available free of charge upon request or by visiting www.cohenandsteers.com.
The following tables include selected data for
a share outstanding throughout each period and other performance information derived from the financial statements. They should be read in conjunction with the financial statements and notes thereto.
Financial Highlights—(Continued)
|
|
Class
A
|
|
|
For
the Year Ended April 30,
|
|
For
the Period
November 30, 2015(a)
through
April 30, 2016
|
Per
Share Operating Performance:
|
|
2019
|
|
2018
|
|
2017
|
|
Net asset value, beginning of
period
|
|
$10.00
|
|
$10.14
|
|
$9.87
|
|
$10.00
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
|
|
Net investment income
(loss)(b)
|
|
0.36
|
|
0.33
|
|
0.34
|
|
0.16
|
Net realized and unrealized gain
(loss)
|
|
(0.00)
(c)
|
|
(0.04)
|
|
0.30
|
|
(0.16)
|
Total from investment
operations
|
|
0.36
|
|
0.29
|
|
0.64
|
|
—
|
Less
dividends and distributions to shareholders from:
|
|
|
|
|
|
|
|
|
Net investment
income
|
|
(0.42)
|
|
(0.43)
|
|
(0.37)
|
|
(0.13)
|
Net realized
gain
|
|
—
|
|
(0.00)
(c)
|
|
—
|
|
—
|
Tax return of
capital
|
|
—
|
|
(0.00)
(c)
|
|
—
|
|
—
|
Total dividends and distributions to
shareholders
|
|
(0.42)
|
|
(0.43)
|
|
(0.37)
|
|
(0.13)
|
Net increase (decrease) in net asset
value
|
|
(0.06)
|
|
(0.14)
|
|
0.27
|
|
(0.13)
|
Net asset value, end of
period
|
|
$9.94
|
|
$10.00
|
|
$10.14
|
|
$9.87
|
|
|
|
|
|
|
|
|
|
Total
return(d),(e)
|
|
3.77%
|
|
2.90%
|
|
6.64%
|
|
0.07%
(f),(g)
|
|
|
|
|
|
|
|
|
|
Ratios/Supplemental
Data:
|
|
|
|
|
|
|
|
|
Net assets, end of period (in
millions)
|
|
$135.0
|
|
$107.7
|
|
$61.1
|
|
$3.2
|
Ratios to average daily net
assets:
|
|
|
|
|
|
|
|
|
Expenses (before expense
reduction)
|
|
1.06%
|
|
1.09%
|
|
1.35%
|
|
2.16%
(h)
|
Expenses (net of expense
reduction)
|
|
0.84%
|
|
0.84%
|
|
0.89%
|
|
1.15%
(h)
|
Net investment income (loss) (before expense
reduction)
|
|
3.41%
|
|
2.97%
|
|
2.90%
|
|
2.94%
(h)
|
Net investment income (loss) (net of expense
reduction)
|
|
3.63%
|
|
3.22%
|
|
3.36%
|
|
3.95%
(h)
|
Portfolio turnover
rate
|
|
52%
|
|
34%
|
|
52%
|
|
40%
(f)
|
(a)
|
Commencement
of investment operations.
|
(b)
|
Calculation
based on average shares outstanding.
|
(c)
|
Amount is
less than $0.005.
|
(d)
|
Does not
reflect sales charges, which would reduce return.
|
(e)
|
Return
assumes the reinvestment of all dividends and distributions at net asset value.
|
(f)
|
Not
annualized.
|
(g)
|
The April 30,
2016 net asset value reflects adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns that would be based upon the net
asset value, would differ from the net asset value and return reported on April 30, 2016.
|
Financial Highlights—(Continued)
|
|
Class
C
|
|
|
For
the Year Ended April 30,
|
|
For
the Period
November 30, 2015(a)
through
April 30, 2016
|
Per
Share Operating Performance:
|
|
2019
|
|
2018
|
|
2017
|
|
Net asset value, beginning of
period
|
|
$9.98
|
|
$10.13
|
|
$9.87
|
|
$10.00
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
|
|
Net investment income
(loss)(b)
|
|
0.29
|
|
0.25
|
|
0.26
|
|
0.12
|
Net realized and unrealized gain
(loss)
|
|
0.01
|
|
(0.03)
|
|
0.31
|
|
(0.15)
|
Total from investment
operations
|
|
0.30
|
|
0.22
|
|
0.57
|
|
(0.03)
|
Less
dividends and distributions to shareholders from:
|
|
|
|
|
|
|
|
|
Net investment
income
|
|
(0.36)
|
|
(0.37)
|
|
(0.31)
|
|
(0.10)
|
Net realized
gain
|
|
—
|
|
(0.00)
(c)
|
|
—
|
|
—
|
Tax return of
capital
|
|
—
|
|
(0.00)
(c)
|
|
—
|
|
—
|
Total dividends and distributions to
shareholders
|
|
(0.36)
|
|
(0.37)
|
|
(0.31)
|
|
(0.10)
|
Net increase (decrease) in net asset
value
|
|
(0.06)
|
|
(0.15)
|
|
0.26
|
|
(0.13)
|
Net asset value, end of
period
|
|
$9.92
|
|
$9.98
|
|
$10.13
|
|
$9.87
|
|
|
|
|
|
|
|
|
|
Total
return(d),(e)
|
|
3.06%
|
|
2.13%
|
|
5.90%
|
|
-0.25%
(f)
|
|
|
|
|
|
|
|
|
|
Ratios/Supplemental
Data:
|
|
|
|
|
|
|
|
|
Net assets, end of period (in
millions)
|
|
$55.5
|
|
$33.0
|
|
$11.4
|
|
$0.5
|
Ratios to average daily net
assets:
|
|
|
|
|
|
|
|
|
Expenses (before expense
reduction)
|
|
1.77%
|
|
1.79%
|
|
2.02%
|
|
2.87%
(g)
|
Expenses (net of expense
reduction)
|
|
1.55%
|
|
1.54%
|
|
1.55%
|
|
1.80%
(g)
|
Net investment income (loss) (before expense
reduction)
|
|
2.73%
|
|
2.25%
|
|
2.15%
|
|
1.93%
(g)
|
Net investment income (loss) (net of expense
reduction)
|
|
2.95%
|
|
2.50%
|
|
2.62%
|
|
3.00%
(g)
|
Portfolio turnover
rate
|
|
52%
|
|
34%
|
|
52%
|
|
40%
(f)
|
(a)
|
Commencement
of investment operations.
|
(b)
|
Calculation
based on average shares outstanding.
|
(c)
|
Amount is
less than $0.005.
|
(d)
|
Does not
reflect sales charges, which would reduce return.
|
(e)
|
Return
assumes the reinvestment of all dividends and distributions at net asset value.
|
(f)
|
Not
annualized.
|
(g)
|
Annualized.
|
Financial Highlights—(Continued)
|
|
Class
I
|
|
|
For
the Year Ended April 30,
|
|
For
the Period
November 30, 2015(a)
through
April 30, 2016
|
Per
Share Operating Performance:
|
|
2019
|
|
2018
|
|
2017
|
|
Net asset value, beginning of
period
|
|
$10.00
|
|
$10.14
|
|
$9.88
|
|
$10.00
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
|
|
Net investment income
(loss)(b)
|
|
0.39
|
|
0.35
|
|
0.37
|
|
0.16
|
Net realized and unrealized gain
(loss)
|
|
(0.00)
(c)
|
|
(0.02)
|
|
0.30
|
|
(0.14)
|
Total from investment
operations
|
|
0.39
|
|
0.33
|
|
0.67
|
|
0.02
|
Less
dividends and distributions to shareholders from:
|
|
|
|
|
|
|
|
|
Net investment
income
|
|
(0.46)
|
|
(0.47)
|
|
(0.41)
|
|
(0.14)
|
Net realized
gain
|
|
—
|
|
(0.00)
(c)
|
|
—
|
|
—
|
Tax return of
capital
|
|
—
|
|
(0.00)
(c)
|
|
—
|
|
—
|
Total dividends and distributions to
shareholders
|
|
(0.46)
|
|
(0.47)
|
|
(0.41)
|
|
(0.14)
|
Net increase (decrease) in net asset
value
|
|
(0.07)
|
|
(0.14)
|
|
0.26
|
|
(0.12)
|
Net asset value, end of
period
|
|
$9.93
|
|
$10.00
|
|
$10.14
|
|
$9.88
|
|
|
|
|
|
|
|
|
|
Total
return(d)
|
|
4.02%
|
|
3.25%
|
|
6.89%
|
|
0.17%
(e)
|
|
|
|
|
|
|
|
|
|
Ratios/Supplemental
Data:
|
|
|
|
|
|
|
|
|
Net assets, end of period (in
millions)
|
|
$1,210.1
|
|
$907.2
|
|
$286.8
|
|
$29.1
|
Ratios to average daily net
assets:
|
|
|
|
|
|
|
|
|
Expenses (before expense
reduction)
|
|
0.83%
|
|
0.86%
|
|
1.07%
|
|
1.93%
(f)
|
Expenses (net of expense
reduction)
|
|
0.55%
|
|
0.55%
|
|
0.58%
|
|
0.80%
(f)
|
Net investment income (loss) (before expense
reduction)
|
|
3.65%
|
|
3.17%
|
|
3.15%
|
|
2.70%
(f)
|
Net investment income (loss) (net of expense
reduction)
|
|
3.93%
|
|
3.48%
|
|
3.64%
|
|
3.83%
(f)
|
Portfolio turnover
rate
|
|
52%
|
|
34%
|
|
52%
|
|
40%
(e)
|
(a)
|
Commencement
of investment operations.
|
(b)
|
Calculation
based on average shares outstanding.
|
(c)
|
Amount is
less than $0.005.
|
(d)
|
Return
assumes the reinvestment of all dividends and distributions at net asset value.
|
(e)
|
Not
annualized.
|
(f)
|
Annualized.
|
Financial Highlights—(Continued)
|
|
Class
R
|
|
|
For
the Year Ended April 30,
|
|
For
the Period
November 30, 2015(a)
through
April 30, 2016
|
Per
Share Operating Performance:
|
|
2019
|
|
2018
|
|
2017
|
|
Net asset value, beginning of
period
|
|
$10.01
|
|
$10.15
|
|
$9.88
|
|
$10.00
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
|
|
Net investment income
(loss)(b)
|
|
0.34
|
|
0.31
|
|
0.29
|
|
0.13
|
Net realized and unrealized gain
(loss)
|
|
(0.00)
(c)
|
|
(0.04)
|
|
0.33
|
|
(0.14)
|
Total from investment
operations
|
|
0.34
|
|
0.27
|
|
0.62
|
|
(0.01)
|
Less
dividends and distributions to shareholders from:
|
|
|
|
|
|
|
|
|
Net investment
income
|
|
(0.40)
|
|
(0.41)
|
|
(0.35)
|
|
(0.11)
|
Net realized
gain
|
|
—
|
|
(0.00)
(c)
|
|
—
|
|
—
|
Tax return of
capital
|
|
—
|
|
(0.00)
(c)
|
|
—
|
|
—
|
Total dividends and distributions to
shareholders
|
|
(0.40)
|
|
(0.41)
|
|
(0.35)
|
|
(0.11)
|
Net increase (decrease) in net asset
value
|
|
(0.06)
|
|
(0.14)
|
|
0.27
|
|
(0.12)
|
Net asset value, end of
period
|
|
$9.95
|
|
$10.01
|
|
$10.15
|
|
$9.88
|
|
|
|
|
|
|
|
|
|
Total
return(d)
|
|
3.51%
|
|
2.65%
|
|
6.43%
|
|
-0.06%
(e)
|
|
|
|
|
|
|
|
|
|
Ratios/Supplemental
Data:
|
|
|
|
|
|
|
|
|
Net assets, end of period (in
000s)
|
|
$365.0
|
|
$544.2
|
|
$589.4
|
|
$9.9
|
Ratios to average daily net
assets:
|
|
|
|
|
|
|
|
|
Expenses (before expense
reduction)
|
|
1.27%
|
|
1.30%
|
|
1.54%
|
|
2.45%
(f)
|
Expenses (net of expense
reduction)
|
|
1.05%
|
|
1.05%
|
|
1.06%
|
|
1.30%
(f)
|
Net investment income (loss) (before expense
reduction)
|
|
3.18%
|
|
2.82%
|
|
2.43%
|
|
2.09%
(f)
|
Net investment income (loss) (net of expense
reduction)
|
|
3.40%
|
|
3.07%
|
|
2.91%
|
|
3.24%
(f)
|
Portfolio turnover
rate
|
|
52%
|
|
34%
|
|
52%
|
|
40%
(e)
|
(a)
|
Commencement
of investment operations.
|
(b)
|
Calculation
based on average shares outstanding.
|
(c)
|
Amount is
less than $0.005.
|
(d)
|
Return
assumes the reinvestment of all dividends and distributions at net asset value.
|
(e)
|
Not
annualized.
|
(f)
|
Annualized.
|
Financial Highlights—(Continued)
|
|
Class
Z
|
|
|
For
the Year Ended April 30,
|
|
For
the Period
November 30, 2015(a)
through
April 30, 2016
|
Per
Share Operating Performance:
|
|
2019
|
|
2018
|
|
2017
|
|
Net asset value, beginning of
period
|
|
$10.00
|
|
$10.14
|
|
$9.88
|
|
$10.00
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
|
|
Net investment income
(loss)(b)
|
|
0.39
|
|
0.36
|
|
0.37
|
|
0.15
|
Net realized and unrealized gain
(loss)
|
|
(0.00)
(c)
|
|
(0.03)
|
|
0.30
|
|
(0.13)
|
Total from investment
operations
|
|
0.39
|
|
0.33
|
|
0.67
|
|
0.02
|
Less
dividends and distributions to shareholders from:
|
|
|
|
|
|
|
|
|
Net investment
income
|
|
(0.46)
|
|
(0.47)
|
|
(0.41)
|
|
(0.14)
|
Net realized
gain
|
|
—
|
|
(0.00)
(c)
|
|
—
|
|
—
|
Tax return of
capital
|
|
—
|
|
(0.00)
(c)
|
|
—
|
|
—
|
Total dividends and distributions to
shareholders
|
|
(0.46)
|
|
(0.47)
|
|
(0.41)
|
|
(0.14)
|
Net increase (decrease) in net asset
value
|
|
(0.07)
|
|
(0.14)
|
|
0.26
|
|
(0.12)
|
Net asset value, end of
period
|
|
$9.93
|
|
$10.00
|
|
$10.14
|
|
$9.88
|
|
|
|
|
|
|
|
|
|
Total
return(d)
|
|
4.02%
|
|
3.25%
|
|
6.89%
|
|
0.17%
(e)
|
|
|
|
|
|
|
|
|
|
Ratios/Supplemental
Data:
|
|
|
|
|
|
|
|
|
Net assets, end of period (in
000s)
|
|
$28.5
|
|
$17.5
|
|
$10.1
|
|
$9.9
|
Ratios to average daily net
assets:
|
|
|
|
|
|
|
|
|
Expenses (before expense
reduction)
|
|
0.77%
|
|
0.80%
|
|
1.04%
|
|
1.96%
(f)
|
Expenses (net of expense
reduction)
|
|
0.55%
|
|
0.55%
|
|
0.62%
|
|
0.80%
(f)
|
Net investment income (loss) (before expense
reduction)
|
|
3.71%
|
|
3.26%
|
|
3.31%
|
|
2.60%
(f)
|
Net investment income (loss) (net of expense
reduction)
|
|
3.93%
|
|
3.51%
|
|
3.73%
|
|
3.76%
(f)
|
Portfolio turnover
rate
|
|
52%
|
|
34%
|
|
52%
|
|
40%
(e)
|
(a)
|
Commencement
of investment operations.
|
(b)
|
Calculation
based on average shares outstanding.
|
(c)
|
Amount is
less than $0.005.
|
(d)
|
Return
assumes the reinvestment of all dividends and distributions at net asset value.
|
(e)
|
Not
annualized.
|
(f)
|
Annualized.
|
Appendix to the
Prospectus dated September 1, 2019 of Cohen & Steers Low Duration Preferred and Income Fund, Inc.
APPENDIX: SALES CHARGE REDUCTIONS AND
WAIVERS AVAILABLE THROUGH CERTAIN INTERMEDIARIES
The information in this Appendix is a part of,
and incorporated into, the Prospectus for your Fund, and must be delivered with the Prospectus.
The Fund offers a number of ways to reduce or
eliminate the initial sales charge on Class A shares, which are set forth in the Prospectus. The Prospectus also sets forth certain circumstances under which the Fund allows Class A shares to be sold at net asset value or will waive or reduce
the sales charge imposed on purchases or redemptions of Class A or Class C shares. The availability of the sales charge reductions and waivers discussed in the Prospectus will depend upon whether you purchase your shares directly from the Fund or
through a financial intermediary. Certain intermediaries may have different policies and procedures regarding the availability of sales charge reductions or waivers, which are set forth below. In all instances, it is the investor’s
responsibility to notify the Fund or the investor’s financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for any sales charge waivers or discounts. For waivers and discounts not available
through a particular intermediary, shareholders will have to purchase Fund shares directly from the Fund or through another intermediary to receive these waivers or discounts.
CLASS A AND CLASS C SHARE SALES CHARGE
REDUCTIONS AND WAIVERS AVAILABLE THROUGH MERRILL LYNCH
Effective April 10, 2017,
Shareholders purchasing Fund shares through a Merrill Lynch platform or account are eligible only for the following initial sales charge waivers and contingent deferred sales charge waivers and discounts, which may differ from those disclosed in the
Fund’s Prospectus or SAI. Additional details regarding these waivers and discounts are available from Merrill Lynch.
Initial
Sales Charge Waivers On Class A Shares
Merrill Lynch will waive the entire initial
sales charge on Class A shares for the following categories of investors:
•
|
Employer-sponsored
retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit
of the plan.
|
•
|
Shares
purchased by or through a 529 Plan.
|
•
|
Shares
purchased through a Merrill Lynch affiliated investment advisory program.
|
•
|
Shares
purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynch’s platform.
|
•
|
Shares of
funds purchased through the Merrill Edge Self-Directed platform.
|
•
|
Shares
purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family).
|
•
|
Shares
exchanged from Class C (i.e., level-load) shares of the same fund in the month of or following the 10-year anniversary of the purchase date.
|
•
|
Employees
and registered representatives of Merrill Lynch or its affiliates and their family members.
|
•
|
Directors or
Trustees of the Fund, and employees of the Fund’s investment advisor or any of its affiliates, as described in the Prospectus.
|
•
|
Shares
purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed
shares were subject to an initial or deferred sales charge (known as Rights of Reinstatement).
|
CDSC
Waivers On Class A And Class C Shares
Merrill Lynch will waive the entire CDSC on
Class A and Class C shares in the following circumstances:
•
|
Death or
disability of the shareholder.
|
•
|
Shares sold
as part of a systematic withdrawal plan as described in the Prospectus.
|
•
|
Return of
excess contributions from an IRA Account.
|
•
|
Shares
sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70½.
|
•
|
Shares sold
to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch.
|
•
|
Shares
acquired through a Right of Reinstatement.
|
•
|
Shares
held in retirement brokerage accounts, that are exchanged for a lower cost share class due to transfer to certain fee based accounts or platforms.
|
Initial
Sales Charge Discounts: Breakpoints, Rights of Accumulation & Letters of Intent
•
|
Breakpoints
as described in the Prospectus.
|
•
|
Rights of
Accumulation, which entitle shareholders to breakpoint discounts, will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Merrill Lynch. Eligible fund family
assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets.
|
•
|
Letters
of Intent (“LOI”), which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time.
|
CLASS A SHARES FRONT-END
SALES CHARGE WAIVERS AVAILABLE AT AMERIPRISE FINANCIAL
The following information applies to Class A
shares purchases if you have an account with or otherwise purchase Fund shares through Ameriprise Financial:
Shareholders purchasing Fund shares through an
Ameriprise Financial platform or account will be eligible for the following front-end sales charge waivers and discounts with respect to Class A shares, which may differ from and may be more limited than those disclosed elsewhere in this
Fund’s Prospectus or SAI.
•
|
Employer-sponsored
retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored
retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs.
|
•
|
Shares
purchased through an Ameriprise Financial investment advisory program (if an Advisory or similar share class for such investment advisory program is not available).
|
•
|
Shares
purchased by third-party investment advisors on behalf of their advisory clients through Ameriprise Financial’s platform (if an Advisory or similar share class for such investment advisory program is not available).
|
•
|
Shares
purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same Fund (but not any other fund within the same fund family).
|
•
|
Shares
exchanged from Class C shares of the same fund in the month of or following the 10-year anniversary of the purchase date. To the extent that this prospectus elsewhere provides for a waiver with respect to such shares following a shorter holding
period, that waiver will apply to exchanges following such shorter period. To the extent that this prospectus elsewhere provides for a waiver with respect to exchanges of Class C shares for load waived shares, that waiver will also apply to such
exchanges.
|
•
|
Employees
and registered representatives of Ameriprise Financial or its affiliates and their immediate family members.
|
•
|
Shares
purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, 401(k)s, 403(b) TSCAs subject to ERISA and defined benefit plans) that are held by a covered family member, defined as an Ameriprise financial advisor
and/or the advisor’s spouse, advisor’s lineal ascendant (mother, father, grandmother, grandfather, great-grandmother, great-grandfather), advisor’s lineal descendant (son, step-son, daughter, step-daughter, grandson, granddaughter,
great-grandson, great-granddaughter) or any spouse of a covered family member who is a lineal descendant.
|
•
|
Shares
purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a
front-end or deferred sales load (i.e., Rights of Reinstatement).
|
FRONT END SALES CHARGE WAIVERS ON CLASS A
SHARES AVAILABLE AT MORGAN STANLEY WEALTH MANAGEMENT
Effective July 1, 2018, shareholders
purchasing Fund shares through a Morgan Stanley Wealth Management transactional brokerage account will be eligible only for the following front-end sales
charge waivers with respect to Class A shares, which may
differ from and may be more limited than those disclosed elsewhere in this Fund’s Prospectus or SAI.
•
|
Employer-sponsored
retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored
retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans.
|
•
|
Morgan
Stanley employee and employee-related accounts according to Morgan Stanley’s account linking rules.
|
•
|
Shares
purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund.
|
•
|
Shares
purchased through a Morgan Stanley self-directed brokerage account.
|
•
|
Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Morgan Stanley Wealth Management’s shares class
conversion program.
|
•
|
Shares
purchased from the proceeds of redemptions within the same fund family, provided the repurchase occurs within 90 days following the redemption, the redemption and purchase occur in the same account, and redeemed shares were subject to a front-end
deferred sales charge (sometimes known as Rights of Reinstatement).
|
RAYMOND JAMES & ASSOCIATES, INC., RAYMOND
JAMES FINANCIAL SERVICES, INC., AND EACH ENTITY’S AFFILIATES (“RAYMOND JAMES”)
Effective March 1, 2019, shareholders
purchasing Fund shares through a Raymond James platform or account, or through an introducing broker-dealer or independent registered investment advisor for which Raymond James provides trade execution, clearance, and/or custody services, will be
eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this Fund’s prospectus or SAI.
Front End
Sales Load Waivers on Class A Shares available at Raymond James
•
|
Shares
purchased in an investment advisory program.
|
•
|
Shares
purchased within the same fund family through a systematic reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family).
|
•
|
Employees
and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James.
|
•
|
Shares
purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occurs in the same account, and (3) redeemed shares were subject to
a front-end or deferred sales load (known as Rights of Reinstatement).
|
•
|
A
shareholder in the Fund’s Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the Fund if the shares are no longer subject to a CDSC and the conversion is in line with the
policies and procedures of Raymond James.
|
CDSC
Waivers on Classes A and C Shares available at Raymond James
•
|
Death or
disability of the shareholder.
|
•
|
Shares sold
as part of a systematic withdrawal plan as described in the Fund’s prospectus.
|
•
|
Return of
excess contributions from an IRA account.
|
•
|
Shares sold
as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching 70½ as described in the Fund’s prospectus.
|
•
|
Shares sold
to pay Raymond James fees but only if the transaction is initiated by Raymond James.
|
•
|
Shares
acquired through a right of reinstatement.
|
Front-end
Load Discounts Available at Raymond James: Breakpoints and/or Rights of Accumulation, and/or Letters of Intent
•
|
Breakpoints
as described in this prospectus.
|
•
|
Rights of
accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Raymond James. Eligible fund family
assets not held at Raymond James may be included in the calculation of rights of accumulation calculation only if the shareholder notifies his or her financial advisor about such assets.
|
•
|
Letters
of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Raymond James may be included in the calculation of letters of intent only if
the shareholder notifies his or her financial advisor about such assets.
|
Cohen
& Steers Low Duration Preferred and Income Fund, Inc. — Class A, Class C, Class I, Class R and Class Z Shares
THE USA PATRIOT
ACT
To help the
government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For more information on obtaining,
verifying and recording this information please see the “Purchasing the Class of Fund Shares that is Best for You.”
What this means for you: when you
open an account, we will ask you for your name, address, date of birth and other information that will allow us to identify you. This information will be verified to ensure the identity of all individuals opening a mutual fund account.
Subscription Agreement
1Account Type (Please print; indicate only one registration type)
□ A. Individual or Joint Account*
|
|
⎢
|
⎢
|
⎢
|
⎢
-
|
⎢
|
⎢
|
⎢
-
|
⎢
|
⎢
|
⎢
|
⎢ ⎢
|
|
|
Name
|
|
Social
Security Number**
|
|
Date
of Birth
|
|
|
⎢
|
⎢
|
⎢
|
⎢
-
|
⎢
|
⎢
|
⎢
-
|
⎢
|
⎢
|
⎢
|
⎢ ⎢
|
|
|
Name
of Joint Owner, if any
|
|
Social
Security Number**
|
|
Date
of Birth
|
Citizenship:
|
□
U.S. Citizen
|
□
Resident Alien
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country
of Citizenship
|
□ B. Uniform Gifts/Transfers to Minors (UGMA/UTMA)
|
|
⎢
|
⎢
|
⎢
|
⎢
-
|
⎢
|
⎢
|
⎢
-
|
⎢
|
⎢
|
⎢
|
⎢ ⎢
|
|
|
Custodian’s
name (only one permitted)
|
|
Social
Security Number**
|
|
Date
of Birth
|
|
|
⎢
|
⎢
|
⎢
|
⎢
-
|
⎢
|
⎢
|
⎢
-
|
⎢
|
⎢
|
⎢
|
⎢ ⎢
|
|
|
Minor’s
name (only one permitted)
|
|
Social
Security Number**
|
|
Date
of Birth
|
under
the
|
|
Uniform
Gifts/Transfers to Minors Act
|
|
(state
residence of minor)
|
|
|
|
Citizenship
of custodian:
|
□
U.S. Citizen
|
□
Resident Alien
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country
of Citizenship
|
Citizenship
of minor:
|
□
U.S. Citizen
|
□
Resident Alien
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country
of Citizenship
|
□ C. Trust, Corporation or Other Entity***
|
|
|
|
|
Name
of Trust, Corporation or Other Entity
|
|
Tax
Identification Number**
|
|
Date
of Trust Agreement***
|
Check the box that describes the
entity establishing the account:
□ U.S. Financial
Institution governed by a federal regulator.
□ Bank governed
by a U.S. state bank regulator.
□ Corporation. If
Corporation, provide the tax classification:
(C = C Corporation, S = S Corporation).†
Attach a copy of the certified articles of incorporation or business license unless the corporation is publicly traded on the New York Stock Exchange or NASDAQ. If so, please provide ticker symbol:
□ Retirement plan
governed by ERISA.
□ Trust. Attach a
copy of the Trust Agreement.
□ Partnership.
Attach a copy of Partnership Agreement.
□ Limited
Liability Company (LLC). If LLC, provide the tax classification:
(C = C Corporation, S = S Corporation, P =
Partnership) †
□ U.S. Government
Agency or Instrumentality.
□ Foreign
correspondent account, foreign broker-dealer or foreign private banking account.
□ Other.
Attach copy of document that formed entity or by
laws or similar document.
Call (800) 437-9912 to see if additional information is required.
*
|
All joint
registrations will be registered as “joint tenants with rights of survivorship” unless otherwise specified.
|
**
|
If applied for,
include a copy of application for social security or tax identification number.
|
***
|
In the event your
account type is a Trust, Corporation or Other Entity (including a corporation, limited liability company, general partnership, statutory trust, non-profit or any similar business entity formed in the United States), a Legal Entity Beneficial
Ownership Certification Form (the “Form”) must be completed by the person opening a new account on behalf of a legal entity. This form is available at https://www.cohenandsteers.com/page/fund-documents. If an Application requires a Form
and a Form is not provided, the Application will be rejected.
|
†
|
If no
classification is provided, per IRS regulations, your account will default to an S Corporation.
|
If you are establishing an account
under 1C above as a (i) Corporation (non-publicly traded), (ii) Partnership, (iii) Trust or (iv) Other, information on each of the individuals authorized to effect transactions must be provided below:
|
|
⎢
|
⎢
|
⎢
|
⎢
-
|
⎢
|
⎢
|
⎢
-
|
⎢
|
⎢
|
⎢
|
⎢ ⎢
|
|
|
Authorized
Individual/Trustee
|
|
Social
Security Number*
|
|
Date
of Birth
|
|
|
⎢
|
⎢
|
⎢
|
⎢
-
|
⎢
|
⎢
|
⎢
-
|
⎢
|
⎢
|
⎢
|
⎢ ⎢
|
|
|
Authorized
Individual/Trustee
|
|
Social
Security Number*
|
|
Date
of Birth
|
Citizenship:
|
□
U.S. Citizen
|
□Resident
Alien
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country
of Citizenship
|
(If there are more than two
authorized persons, provide the information, in the same format, on a separate sheet for each such additional person.)
*
|
If applied for,
include a copy of application for social security number.
|
**
|
Nonresident aliens
must include a copy of a government-issued photo ID with this application.
|
(If mailing address is a post
office box, a street address is also required. APO and FPO addresses will be accepted.)
Registrant Street Address
|
|
( )
|
|
Street
|
|
Home
Telephone Number
|
|
|
|
( )
|
|
City
and State
|
|
Zip
Code
|
|
Business
Telephone Number
|
|
Mailing
Address
|
|
|
City
|
|
|
State
|
|
Zip
|
|
|
|
|
Joint
Registrant Street Address (required if different than Registrant Address above)
|
|
Address
|
|
|
City
|
|
|
State
|
|
Zip
|
|
|
Class of shares(please check
one): □ A □ C □ I □ R □ Z
(Class A purchased if no box
checked)
$
Amount to invest (must meet minimum investment
requirement). Do not send cash. Investment will be paid for by
(please check one):
□ Check or draft
made payable to “Cohen & Steers Low Duration Preferred and Income Fund, Inc.”
□ Wire through
the Federal Reserve System.*
*
|
Call (800) 437-9912
to notify the Fund of investments by wire and to obtain an account number. See the Purchase of Fund Shares section of the Prospectus for wire instructions.
|
Federal law requires mutual fund
companies to report cost basis information to shareholders and to the Internal Revenue Service (“IRS”) on mutual fund shares acquired and subsequently redeemed after December 31, 2011 (“covered shares”). In order to provide
you and the IRS with accurate cost basis accounting, you are being asked to select a cost basis method to be applied to your covered shares.
Please consult your tax adviser to
determine which method best suits your individual tax situation.
If you do not elect a method, the
Fund default method of Average Cost will apply until it is either revoked or changed by you.
Please check one of the following
available cost basis methods:
□ Average Cost
(ACST) — The purchase price of all shares in the account are averaged
□ First In, First
Out (FIFO) — Depletes shares beginning with the earliest acquisition date
□ Last In, First
Out (LIFO) — Depletes shares beginning with the most recent acquisition date
□ High Cost
(HIFO) — Depletes shares beginning with the most expensive shares
□ Low Cost (LOFO)
— Depletes shares beginning with the least expensive shares
□ Loss/Gain
Utilization (LGUT) — Depletes shares with losses prior to shares with gains and short-term shares prior to long-term shares
□ Specific
Lot Identification — Depletes shares according to the lots chosen by the shareholder at the time of each redemption. If you choose this method, you will need to select a secondary cost basis method to be used for systematic redemptions in
cases where the lots you designate are insufficient or unavailable. Please check one of the following:
□ First In,
First Out (FIFO)
□ Last In,
First Out (LIFO)
□ High Cost
(HIFO)
□ Low Cost
(LOFO)
□ Loss/Gain
Utilization (LGUT)
Your
elected cost basis method will be applied to all covered shares in this account and future accounts opened with the Cohen & Steers Funds that have the identical name, account type and registration as listed on this Subscription Agreement.
6Automatic Investment Plan
A.
|
The automatic
investment plan makes possible regularly scheduled monthly purchases of Fund shares. The Fund’s Transfer Agent can arrange for an amount of money selected by you ($100 minimum) to be deducted from your checking account and used to purchase
shares of the Fund.
|
|
|
Please
debit $
from my checking account beginning on
|
*.
|
|
(Month)
|
Please debit my
account on (check one): □ 1st of Month□ 15th of Month
B.
|
□ Please establish
the Auto-Buy option, which allows you to make additional investments on dates you choose by having an amount of money selected by you ($100 minimum) deducted from your checking account.*
|
*
|
To
initiate the Automatic Investment Plan or the Auto-Buy option, section 11 of this Subscription Agreement must be completed.
|
7Reduced Sales Charge (Class A Only)
Aggregating Accounts or Rights of
Accumulation
□ I apply for
Aggregating Accounts reduced sales charges based on the following accounts:
□ I apply for
Rights of Accumulation reduced sales charges based on the following accounts:
Account
Name
|
|
Social
Security Number
|
1.
|
|
⎢
|
⎢
|
⎢
|
⎢
-
|
⎢
|
⎢
|
⎢
-
|
⎢
|
⎢
|
⎢
|
⎢
⎢
|
2.
|
|
⎢
|
⎢
|
⎢
|
⎢
-
|
⎢
|
⎢
|
⎢
-
|
⎢
|
⎢
|
⎢
|
⎢
⎢
|
3.
|
|
⎢
|
⎢
|
⎢
|
⎢
-
|
⎢
|
⎢
|
⎢
-
|
⎢
|
⎢
|
⎢
|
⎢
⎢
|
Letter of Intention
□ I am already
investing under an existing Letter of Intention.
□ I
agree to the Letter of Intention provisions in the Fund’s current Prospectus. During a 12 month period, I plan to invest a dollar amount of at least:
□ $100,000 □ $250,000 □ $500,000 □
$1,000,000
Net Asset
Value Purchase
□ I certify
that I qualify for an exemption from the sales charge by meeting the conditions set forth in the Prospectus.
Exchange privileges will be
automatically granted unless you check the box below. Shareholders wishing to exchange into other Cohen & Steers Funds or the SSgA Money Market Fund should consult the Exchange Privilege section of the Prospectus. (Note: If shares are being
purchased through a dealer, please contact your dealer for availability of this service.)
□ I decline the
exchange privilege.
Shareholders may select the
following redemption privileges by checking the box(es) below. See How to Sell Fund Shares section of the Prospectus for further details. Redemption privileges will be automatically declined for boxes not checked.
□ I
authorize the Transfer Agent to redeem shares in my account(s) by telephone, in accordance with the procedures and conditions set forth in the Fund’s current Prospectus.
□ I wish to
have redemption proceeds paid by wire (please complete Section 11).
Dividends and capital gains may
be reinvested or paid by check. If no options are selected below, both dividends and capital gains will be reinvested in additional Fund shares.
Dividends
|
□
Reinvest.
|
□
Pay in cash.
|
Capital
Gains
|
□
Reinvest.
|
□
Pay in cash.
|
□ I wish to have
my distributions paid by wire (please complete Section 11).
11Bank of Record (for Wire Instructions and/or Automatic Investment Plan)
Please attach a voided check from
your bank account.
|
|
|
Bank
Name
|
|
Bank
ABA Number
|
|
|
|
Street
or P.O. Box
|
|
Bank
Account Number
|
|
|
|
City
and State
|
Zip
Code
|
|
Account
Name
|
12Signature and Certifications
(a)
|
By signing this
agreement, I represent and warrant that:
|
(1)
|
I have the full
right, power, capacity and authority to invest in the Fund;
|
(2)
|
I am of legal age
in my state of residence or am an emancipated minor;
|
(3)
|
All of the
information on this agreement is true and correct; and
|
(4)
|
I will
notify the Fund immediately if there is any change in this information.
|
(b)
|
I have read the
current Prospectus of the Fund and this agreement and agree to all their terms. I also agree that any shares purchased now or later are and will be subject to the terms of the Fund’s Prospectus as in effect from time to time. Further, I agree
that the Fund, its administrators and service providers and any of their directors, trustees, employees and agents will not be liable for any claims, losses or expenses (including legal fees) for acting on any instructions believed to be genuine,
provided that reasonable security procedures have been followed. If an account has multiple owners, the Fund may rely on the instructions of any one account owner unless all owners specifically instruct the Fund otherwise.
|
(c)
|
I am aware that
under the laws of certain states, the assets in my account may be transferred (escheated) to the state if no activity occurs in my account within a specified period of time.
|
(d)
|
If
I am a U.S. citizen, resident alien, or a representative of a U.S. entity, I certify, under penalty of perjury, that:
|
(1)
|
The taxpayer
identification number and tax status shown on this form are correct.
|
(2)
|
I am not subject to
backup withholding because:
|
|
• I
am exempt from backup withholding, OR
|
• I
have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, OR
• The IRS has
notified me that I am no longer subject to backup withholding.
NOTE: If you have been notified by the IRS that
you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return, you must cross out this Item 2.
(3)
|
I am a U.S. person
(including resident alien).
|
(e)
|
Additional
Certification:
|
(1)
|
Neither I (we), nor
any person having a direct or indirect beneficial interest in the shares to be acquired, appears on any U.S. government published list of persons who are known or suspected to engage in money laundering activities, such as the Specially Designated
Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury. I (we) do not know or have any reason to suspect that (i) the monies used to fund my (our) investment have been or will be
derived from or related to any illegal activities and (ii) the proceeds from my (our) investment will be used to finance any illegal activities.
|
(2)
|
I agree
to provide such information and execute and deliver such documents as the Fund may reasonably request from time to time to verify the accuracy of the information provided in connection with the opening of an account or to comply with any law, rule
or regulation to which the Fund may be subject, including compliance with anti-money laundering laws.
|
The IRS does not require your
consent to any provision of this document other than the certifications required to avoid backup withholding.
X
|
|
|
|
x
|
|
|
Signature*
(Owner, Trustee, Etc.)
|
|
Date
|
|
Signature*
(Joint Owner, Co-Trustee)
|
|
Date
|
|
|
|
|
|
|
|
Name
and Title
|
|
|
|
|
|
|
*
|
If shares are to be
registered in (1) joint names, both persons should sign, (2) a custodian’s name, the custodian should sign, (3) a trust, the trustee(s) should sign, or (4) a corporation or other entity, an officer or other authorized person should sign and
print name and title above. Persons signing as representatives or fiduciaries of corporations, partnerships, trusts or other organizations are required to furnish corporate resolutions or similar documents providing evidence that they are authorized
to effect securities transactions on behalf of the Investor (alternatively, the secretary or another designated officer of the entity may certify the authority of the persons signing on the space provided above).
|
Mail to: DST Asset Manager Solutions, Inc., P.O.
Box 219953, Kansas City, MO 64121-9953
For Authorized Dealer Use Only
We hereby authorize the Transfer
Agent to act as our agent in connection with the transactions authorized by the Subscription Agreement and agree to notify the Transfer Agent of any purchases made under a Letter of Intention, Rights of Accumulation or Aggregating Accounts. If the
Subscription Agreement includes a telephone redemption privilege, we guarantee the signature(s) above.
|
|
|
Dealer’s
Name
|
|
Dealer
Number
|
|
|
|
Main
Office Address
|
|
Branch
Number
|
|
|
|
Representative’s
Name
|
|
Rep.
Number
|
|
|
( )
|
Branch
Address
|
|
Telephone
Number
|
|
|
|
Authorized
Signature of Dealer
|
|
Date
|
Cohen &
Steers Low Duration Preferred and Income Fund, Inc.
To Obtain Additional Information about
the Fund
If you would like additional
information about Cohen & Steers Low Duration Preferred and Income Fund, Inc., the following documents are available to you without any charge either upon request or at www.cohenandsteers.com:
•
|
Annual/Semi-Annual
Reports—Additional information about the Fund’s investments is available in the Fund’s annual and semi-annual reports to shareholders. In these reports, you will find a discussion of the market
conditions and investment strategies that significantly affected the Fund’s performance during its most recent fiscal period.
|
•
|
Statement
of Additional Information—Additional information about the Fund’s investments, structure and operations can be found in the SAI. The information presented in the SAI is incorporated by reference into
this Prospectus and is legally considered to be part of the Prospectus.
|
To request a free copy of any of the materials
described above as well as other information, or to make any other inquiries, please contact us:
By
telephone
|
(800)
437-9912
|
By
mail
|
Cohen
& Steers Low Duration Preferred and Income Fund, Inc.
|
|
c/o DST Asset
Manager Solutions, Inc.
|
|
Kansas City,
MO 64121-9953
|
By
e-mail
|
marketing@cohenandsteers.com
|
On
the Internet
|
www.cohenandsteers.com
|
This information
may also be available from your broker or financial intermediary. In addition, information about the Fund (including the Fund’s SAI) may be obtained from the SEC:
•
|
By accessing
the SEC’s Internet site at http://www.sec.gov where you can view, download and print the information.
|
•
|
By
electronic request at the following e-mail address: publicinfo@sec.gov. Upon payment of a duplicating fee, copies of the information will be sent to you.
|
280 PARK AVENUE, NEW YORK, NEW YORK
10017
SEC File No. 811-23097
LPXPRO-0919
280
Park Avenue
New York, New York 10017
(800)
437-9912
Statement of Additional Information
September 1, 2019
This Statement of Additional Information
(“SAI”) is not a prospectus, but supplements and should be read in conjunction with the current Prospectus of each fund listed below (each, a “Fund” and collectively, the “Funds”), as such Prospectuses may be
supplemented from time to time:
Fund
|
|
Abbreviation
|
|
Share
Class/Ticker
|
|
Fiscal
Year End
|
|
Prospectus
Date
|
Cohen
& Steers Low Duration Preferred and Income Fund, Inc.
|
|
Low
Duration Preferred and Income Fund
|
|
Class
A/LPXAX
Class C/LPXCX
Class F/LPXFX
Class I/LPXIX
Class R/LPXRX
Class Z/LPXZX
|
|
April
30
|
|
September
1, 2019
|
Cohen
& Steers Alternative Income Fund, Inc.
(Prior to July 1, 2019, Cohen & Steers Dividend
Value Fund, Inc.)
|
|
Alternative
Income Fund
|
|
Class
A/DVFAX
Class C/DVFCX
Class F/DVVFX
Class I/DVFIX
Class R/DVFRX
Class Z/DVFZX
|
|
October
31
(Prior to
July 1, 2019,
the fiscal
year end was
February 28.)
|
|
July
1, 2019
|
Cohen
& Steers Global Infrastructure Fund, Inc.
|
|
Global
Infrastructure Fund
|
|
Class
A/CSUAX
Class C/CSUCX
Class F/CSUFX
Class I/CSUIX
Class R/CSURX
Class Z/CSUZX
|
|
December
31
|
|
May
1, 2019
|
Cohen
& Steers Global Realty Shares, Inc.
|
|
Global
Realty Shares
|
|
Class
A/CSFAX
Class C/CSFCX
Class F/GRSFX
Class I/CSSPX
Class R/GRSRX
Class Z/CSFZX
|
|
December
31
|
|
May
1, 2019
|
Cohen
& Steers Institutional Realty Shares, Inc.
|
|
Institutional
Realty Shares
|
|
CSRIX
|
|
December
31
|
|
May
1, 2019
|
Cohen
& Steers International Realty Fund, Inc.
|
|
International
Realty Fund
|
|
Class
A/IRFAX
Class C/IRFCX
Class F/IRFFX
Class I/IRFIX
Class R/IRFRX
Class Z/IRFZX
|
|
December
31
|
|
May
1, 2019
|
Cohen
& Steers MLP & Energy Opportunity Fund, Inc.
|
|
MLP
& Energy Opportunity Fund
|
|
Class
A/MLOAX
Class C/MLOCX
Class F/MLOFX
Class I/MLOIX
Class R/MLORX
Class Z/MLOZX
|
|
November
30
|
|
April
1, 2019
|
Cohen
& Steers Preferred Securities and Income Fund, Inc.
|
|
Preferred
Securities and Income Fund
|
|
Class
A/CPXAX
Class C/CPXCX
Class F/CPXFX
Class I/CPXIX
Class R/CPRRX
Class Z/CPXZX
|
|
December
31
|
|
May
1, 2019
|
Cohen
& Steers Real Assets Fund, Inc.
|
|
Real
Assets Fund
|
|
Class
A/RAPAX
Class C/RAPCX
Class F/RAPFX
Class I/RAPIX
Class R/RAPRX
Class Z/RAPZX
|
|
December
31
|
|
May
1, 2019
|
Cohen
& Steers Real Estate Securities Fund, Inc.
|
|
Real
Estate Securities Fund
|
|
Class
A/CSEIX
Class C/CSCIX
Class F/CREFX
Class I/CSDIX
Class R/CIRRX
Class Z/CSZIX
|
|
December
31
|
|
May
1, 2019
|
Fund
|
|
Abbreviation
|
|
Share
Class/Ticker
|
|
Fiscal
Year End
|
|
Prospectus
Date
|
Cohen
& Steers Realty Shares, Inc.
|
|
Realty
Shares
|
|
Class
A/CSJAX
Class C/CSJCX
Class F/CSJFX
Class I/CSJIX
Class L/CSRSX
Class R/CSJRX
Class Z/CSJZX
|
|
December
31
|
|
July
1, 2019
|
Cohen
& Steers Preferred Securities and Income SMA Shares, Inc.
|
|
Preferred
Securities and Income SMA Shares
|
|
PISHX
|
|
October
31
|
|
March
1, 2019
|
This SAI is
incorporated by reference in its entirety into each Prospectus. Copies of the SAI, the Prospectuses and each Fund’s Annual and Semi-Annual Reports may be obtained free of charge by writing to the address or calling the phone number shown above
or by visiting cohenandsteers.com.
Statement of Additional Information
Each Fund is a diversified or non-diversified
open-end management investment company, as indicated below, and is organized as a Maryland corporation on the following respective dates:
Fund
|
|
Diversification
Status
|
|
|
Date
of Incorporation
|
|
Low
Duration Preferred and Income Fund
|
|
Diversified
|
|
|
September
2, 2015
|
|
Alternative
Income Fund
|
|
Diversified
|
|
|
November
8, 2004
|
|
Global
Infrastructure Fund
|
|
Diversified
|
|
|
January
13, 2004
|
|
Global
Realty Shares
|
|
Diversified
|
|
|
February
14, 1997
|
|
Institutional
Realty Shares
|
|
Non-diversified
|
|
|
October
13, 1999
|
|
International
Realty Fund
|
|
Non-diversified
|
|
|
November
23, 2004
|
|
MLP
& Energy Opportunity Fund
|
|
Non-diversified
|
|
|
July
8, 2013
|
|
Preferred
Securities and Income Fund
|
|
Diversified
|
|
|
February
22, 2010
|
|
Real
Assets Fund
|
|
Diversified
|
|
|
October
25, 2011
|
|
Real
Estate Securities Fund
|
|
Non-diversified
|
|
|
July
3, 1997
|
|
Realty
Shares
|
|
Non-diversified
|
|
|
April
26, 1991
|
|
Preferred
Securities and Income SMA Shares
|
|
Non-diversified
|
|
|
November
16, 2018
|
|
Institutional Realty Shares
is a no-load Fund that offers a single class of shares. Preferred Securities and Income SMA Shares is a “no-fee” Fund that also offers a single class of shares. Each other Fund is a Multiclass Fund and, except for Preferred Securities
and Income Fund, Real Estate Securities Fund, and Realty Shares, offers five share classes. Preferred Securities and Income Fund and Real Estate Securities Fund each offer six share classes, as Class F shares are currently available for purchase
only in these two funds. Realty Shares also offers six share classes, as Class L shares are only available for purchase in this fund.
Much of the information contained in this SAI
expands on subjects discussed in each Fund’s Prospectus. No investment in the shares of a Fund should be made without first reading the Prospectus.
Investment Strategies and Policies
The following chart, which supplements the
information in each Fund’s Prospectus, indicates some of the specific investments and investment techniques applicable to each Fund. Additional policies and restrictions (including total or net asset limitations) are described in the
Prospectus and below in this SAI. See the applicable Fund’s Prospectus and Additional Information Regarding Fund Investments in this SAI for more information, including important risk
disclosure about the investments and investment techniques applicable to your Fund.
Types
of Investments
|
|
Low
Duration
Preferred
and Income
Fund
|
|
Alternative
Income
Fund
|
|
Global
Infrastructure
Fund
|
|
Global
Realty
Shares
|
|
Institutional
Realty
Shares
|
|
International
Realty
Fund
|
|
MLP
&
Energy
Opportunity
Fund
|
|
Preferred
Securities
and Income
Fund
|
|
Real
Assets
Fund
|
|
Real
Estate
Securities
Fund
|
|
Realty
Shares
|
|
Preferred
Securities
and Income
Fund
|
Below Investment Grade
Securities
|
|
✓
|
|
✓
|
|
|
|
✓
|
|
|
|
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
|
|
✓
|
Borrowing for Investment
Purposes
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
Types
of Investments
|
|
Low
Duration
Preferred
and Income
Fund
|
|
Alternative
Income
Fund
|
|
Global
Infrastructure
Fund
|
|
Global
Realty
Shares
|
|
Institutional
Realty
Shares
|
|
International
Realty
Fund
|
|
MLP
&
Energy
Opportunity
Fund
|
|
Preferred
Securities
and Income
Fund
|
|
Real
Assets
Fund
|
|
Real
Estate
Securities
Fund
|
|
Realty
Shares
|
|
Preferred
Securities
and Income
Fund
|
Canadian Royalty
Trusts
|
|
|
|
✓
|
|
✓
|
|
|
|
|
|
|
|
✓
|
|
|
|
✓
|
|
|
|
|
|
|
Cayman
Subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
✓
|
|
|
|
|
|
|
Cash
Reserves
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
Commodities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
✓
|
|
|
|
✓
|
|
|
|
|
|
|
Companies in the Financials
Sector
|
|
✓
|
|
✓
|
|
|
|
|
|
|
|
|
|
✓
|
|
✓
|
|
✓
|
|
|
|
|
|
✓
|
Convertible
Securities
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
Credit
Derivatives
|
|
✓
|
|
✓
|
|
|
|
|
|
|
|
|
|
✓
|
|
✓
|
|
✓
|
|
|
|
|
|
✓
|
Debt
Securities
|
|
✓
|
|
✓
|
|
✓
|
|
|
|
|
|
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
|
|
✓
|
Energy
Companies
|
|
✓
|
|
✓
|
|
✓
|
|
|
|
|
|
|
|
✓
|
|
✓
|
|
✓
|
|
|
|
|
|
✓
|
Exchange-Traded
Notes
|
|
|
|
✓
|
|
|
|
|
|
|
|
|
|
✓
|
|
|
|
✓
|
|
|
|
|
|
|
Foreign Currency and Currency Hedging
Transactions
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
Futures Contracts and Options on Futures
Contracts
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
Foreign
Securities
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
Gold and Other Precious
Metals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
✓
|
|
|
|
|
|
|
Healthcare
Companies
|
|
✓
|
|
✓
|
|
|
|
|
|
|
|
|
|
|
|
✓
|
|
|
|
|
|
|
|
✓
|
Illiquid
Securities
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
Industrial
Companies
|
|
✓
|
|
✓
|
|
✓
|
|
|
|
|
|
|
|
✓
|
|
✓
|
|
✓
|
|
|
|
|
|
✓
|
Master Limited
Partnerships
|
|
|
|
✓
|
|
✓
|
|
|
|
|
|
|
|
✓
|
|
|
|
✓
|
|
|
|
|
|
|
Natural Resource
Companies
|
|
|
|
✓
|
|
|
|
|
|
|
|
|
|
✓
|
|
|
|
✓
|
|
|
|
|
|
|
Other Investment
Companies
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
Preferred
Securities
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
Real Estate Companies and Real Estate Investment
Trusts
|
|
✓
|
|
✓
|
|
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
Repurchase
Agreements
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
Securities
Lending
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
Short
Sales
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
Swap
Transactions
|
|
✓
1
|
|
✓
|
|
|
|
|
|
|
|
|
|
✓
1
|
|
✓
1
|
|
✓
|
|
|
|
|
|
✓
1
|
Telecommunications and Media
Companies
|
|
✓
|
|
✓
|
|
✓
|
|
|
|
|
|
|
|
|
|
✓
|
|
✓
|
|
|
|
|
|
✓
|
Utility
Companies
|
|
✓
|
|
✓
|
|
✓
|
|
|
|
|
|
|
|
✓
|
|
✓
|
|
✓
|
|
|
|
|
|
✓
|
Warrants and
Rights
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
|
✓
|
(1) Excludes commodity swaps.
Additional Information Regarding Fund
Investments
The following descriptions
supplement the information set forth in the Prospectuses and in the table above relating to each Fund’s investments and risks. Except as otherwise provided in the Prospectuses or as discussed below, each Fund’s investment objective,
strategies and investment policies are not fundamental and may be changed by the Board of Directors of the Fund without the approval of the shareholders; however, the Fund will not change its investment objective or policies without written
notice to shareholders. In addition, shareholders will be
provided with at least 60 days prior written notice of any change to a Fund’s “80%” investment policy as described in that Fund’s Prospectus (e.g., Real Estate Securities Fund’s
policy of investing at least 80% of its total assets in income-producing common stocks and other equity securities issued by real estate companies, such as real estate investment trusts (“REITs”)).
Below Investment Grade Securities
For
Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, Global Realty Shares, MLP & Energy Opportunity Fund, Preferred Securities and Income Fund, Real Assets Fund and Real Estate Securities
Fund: The Fund may invest in securities that are rated below investment grade. Securities rated below investment grade are regarded as having predominately speculative characteristics with respect to the
issuer’s capacity to pay interest and repay principal, and these bonds are commonly referred to as “high yield” or “junk” securities. These securities are subject to a greater risk of default. The prices of these
lower-grade securities are more sensitive to negative developments, such as a decline in the issuer’s revenues or a general economic downturn, than are the prices of higher-grade securities. Lower-grade securities tend to be less liquid than
investment grade securities. The market values of lower-grade securities tend to be more volatile than investment grade securities. A security will be considered to be below investment grade if it is rated as such by one nationally recognized
statistical rating organization (“NRSRO”) (for example, below Baa3 or BBB- by Moody’s Investors Services, Inc. (“Moody’s”) or Standard & Poor’s Ratings Services (“S&P”)) or, if unrated,
are judged to be below investment grade by Cohen & Steers Capital Management, Inc. (the “Advisor”). Although a company’s senior debt rating may be, for example, BBB-, an underlying security issued by such company in which the
Fund invests may have a lower rating. See Appendix B for a description of certain ratings.
Lower-rated securities, or equivalent unrated
securities, may be considered speculative with respect to the issuer’s continuing ability to make principal and interest payments. Analysis of the creditworthiness of issuers of lower-rated securities may be more complex than for issuers of
higher-quality debt securities, and a Fund’s ability to achieve its investment objective may, to the extent the Fund is invested in lower-rated securities, be more dependent upon such creditworthiness analysis than would be the case if the
Fund were investing in higher quality securities. An issuer of these securities has a currently identifiable vulnerability to default and the issuer may be in default or there may be present elements of danger with respect to principal or
interest.
The secondary markets in which
lower-rated securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect the price at which the Fund could sell a particular lower-rated security when
necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer, and could adversely affect and cause large fluctuations in the net asset value (“NAV”) of the
Fund’s shares. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield securities.
It is reasonable to expect that any adverse
economic conditions could disrupt the market for lower-rated securities, have an adverse impact on the value of those securities and adversely affect the ability of the issuers of those securities to repay principal or interest on those securities.
New laws and proposed new laws may adversely impact the market for lower-rated securities.
Borrowing for Investment Purposes
For
each Fund (other than Global Realty Shares and Real Assets Fund): The Fund may not borrow money, or pledge its assets, except that the Fund may borrow money from banks for temporary or emergency purposes,
including the meeting of redemption requests which might require the untimely disposition of securities.
Borrowing in the aggregate may not exceed 15%,
and borrowing for purposes other than meeting redemptions may not exceed 5%, of the value of the Fund’s total assets (including the amount borrowed) less liabilities (not including the amount borrowed) at the time the borrowing is made.
Outstanding borrowings in excess of 5% of the value of the Fund’s total assets will be repaid before any subsequent investments are made.
For
Global Realty Shares: The Fund may not borrow money, except that it may borrow from banks to increase its holdings of portfolio securities in an amount not to exceed 30% of the value of its total assets and
may borrow for temporary or emergency purposes from banks and entities other than banks in an amount not to exceed 5% of the value of its total assets; provided that aggregate borrowing at any time may not exceed 30% of the Fund’s total
assets.
For Real Assets Fund: The Fund may borrow money to the extent permitted by the Investment Company Act of 1940 (“1940 Act”), which provides that the Fund may
borrow from a bank provided that immediately after any such borrowing, total assets (including the amount borrowed) less liabilities other than debt obligations represent at least 300% of outstanding debt obligations.
Canadian Royalty Trusts
For
Global Infrastructure Fund, MLP & Energy Opportunity Fund, Alternative Income Fund and Real Assets Fund: The Fund may invest in Canadian royalty trusts. A Canadian royalty trust is a trust whose securities
are listed on a Canadian stock exchange and which controls an underlying company whose business is the acquisition, exploitation, production and sale of oil and natural gas. These trusts generally pay out to unitholders the majority of the cash flow
that they receive from the production and sale of underlying oil and natural gas reserves. The amount of distributions paid on a Canadian royalty trust’s units will vary from time to time based on production levels, commodity prices, royalty
rates and certain expenses, deductions and costs, as well as on the distribution payout ratio policy adopted. As a result of distributing the bulk of their cash flow to unitholders, the ability of a Canadian royalty trust to finance internal growth
through exploration is limited. Therefore, Canadian royalty trusts typically grow through acquisition of additional oil and gas properties or producing companies with proven reserves of oil and gas, funded through the issuance of additional equity
or, where the trust is able, additional debt.
Cayman Subsidiary
For
Real Assets Fund: The Real Assets Fund may invest up to 25% of its total assets in Cohen & Steers Real Assets Fund, Ltd., its wholly-owned subsidiary organized under the laws of the Cayman Islands (the
“Subsidiary”). The Subsidiary may invest in commodity-linked derivative instruments, as described under “Commodities” and “Derivatives Transactions” below, and investments related to gold and precious metals as
described under “Gold and Precious Metals” below.
Since the Fund may invest a substantial
portion of its assets in the Subsidiary, which may hold certain of the investments described in the Fund’s Prospectus and this SAI, the Fund may be considered to be investing indirectly in those investments through its Subsidiary. Therefore,
references in the Fund’s Prospectus and in this SAI to investments by the Fund also may be deemed to include the Fund’s indirect investments through the Subsidiary.
The Subsidiary is not registered under the
1940 Act, and is not directly subject to its investor protections, except as noted in the Fund’s Prospectus or this SAI. However, the Subsidiary is wholly-owned and controlled by the Fund and managed by the Advisor. The Fund’s Board of
Directors has oversight responsibility for the investment activities of the Fund, including its expected investment in the Subsidiary, and the Fund’s role as the sole shareholder of the Subsidiary. Also, in managing the Subsidiary’s
portfolio, the Advisor is subject to the same investment policies and restrictions that apply to the management of the Fund, and, in particular, to the requirements relating to portfolio leverage, liquidity, brokerage, and the timing and method of
the valuation of the Subsidiary’s portfolio investments and shares of the Subsidiary.
Changes in the laws of the United States
(where the Fund is organized) and/or the Cayman Islands (where the Subsidiary is incorporated), could prevent the Fund and/or the Subsidiary from operating as described in the Fund’s Prospectus and this SAI and could negatively affect the Fund
and its shareholders. For example, the Cayman Islands currently does not impose certain taxes on the Subsidiary, including income and capital gains tax, among others. If Cayman Islands laws were changed to require the Subsidiary to pay Cayman
Islands taxes, the investment returns of the Fund would likely decrease.
Cash Reserves
For
each Fund: Each Fund’s cash reserves, in each case held to provide sufficient flexibility to take advantage of new opportunities for investments and for other cash needs, will be invested in money market
instruments and generally will not exceed 15% of a Fund’s total assets. If the Advisor has difficulty finding an adequate number of undervalued equity securities, all or any portion of a Fund’s assets may also be invested temporarily in
money market instruments. Cash reserves in excess of 20% of a Fund’s total assets will be maintained for defensive purposes only. These limitations on cash reserves do not apply to cash set aside to satisfy any applicable margin or collateral
requirements for a Fund’s derivative positions.
Money market instruments in which a Fund may
invest its cash reserves may consist of obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and such obligations which are subject to repurchase agreements (see “Debt Securities—U.S. Government
Obligations” below regarding U.S. Government obligations and “Repurchase Agreements” below regarding repurchase agreements); commercial paper rated by any NRSRO, such as Moody’s Investors Moody’s or S&P;
certificates of deposit; bankers’ acceptances issued by domestic banks having total assets in excess of one billion dollars, and money market mutual funds (see “Other Investment Companies”). A certificate of deposit is a negotiable
interest-bearing instrument with a specific maturity. Certificates of deposit are issued by banks and savings and loan institutions in exchange for the deposit of funds, and normally can be traded in the secondary market prior to maturity. A
bankers’ acceptance is a bill of exchange or time draft drawn on and accepted by a commercial bank.
Commodities
For
Real Assets Fund and MLP & Energy Opportunity Fund: The Real Assets Fund gains exposure to commodities, either directly or through the Subsidiary, through commodity-linked derivative instruments such as
commodity futures and forward contracts, commodity swaps agreements, options on commodity futures and structured notes linked to the value of commodities. Additional information on the Subsidiary is set forth under “Cayman Subsidiary”
above. Additional information regarding specific commodity-linked derivatives is set forth under “Derivatives Transactions” below. The MLP & Energy Opportunity Fund gains exposure to commodities through its investment in master
limited partnerships (“MLPs”) and related companies that operate in the energy sector. The Funds, either directly or through the Subsidiary for Real Assets Fund, may also gain exposure to commodities through investment in certain
investment companies, including exchange-traded funds (“ETFs”), and other pooled investment vehicles that invest primarily in commodities or commodity-related instruments, and in exchange-traded notes (“ETNs”) linked to the
value of commodities. The Real Assets Fund treats physically settled commodities contracts as cash-settled positions.
The prices of commodity-linked derivatives may
move in different directions than investments in traditional equity and debt securities. For example, during periods of rising inflation, historically, debt securities have tended to decline in value due to the general increase in prevailing
interest rates. Conversely, during those same periods of rising inflation, historically, the prices of certain commodities, such as oil and metals, have tended to increase. Of course, there cannot be any guarantee that these investments will perform
in that manner in the future, and at certain times the price movements of commodity-linked investments have been parallel to debt and equity securities.
Historically, the correlation between the
quarterly investment returns of commodities and the quarterly investment returns of traditional financial assets such as stocks and bonds generally was negative. This inverse relationship occurred generally because commodities have historically
tended to increase and decrease in value during different parts of the business cycle than financial assets. Nevertheless, at various times, commodities prices may move in tandem with the prices of financial assets and thus may not provide overall
portfolio diversification benefits.
The
reverse may be true during “bull markets,” when the value of traditional securities such as stocks and bonds is increasing. The Funds’ commodity-related investments may be expected not to perform as well as an investment in
traditional securities. Over the long term, the returns on the Funds’ commodity-related investments are expected to exhibit low or negative correlation with stocks and bonds.
Companies in the Financials Sector
For
Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, MLP & Energy Opportunity Fund, Preferred Securities and Income Fund and Real Assets Fund:
Securities in which the Fund invests also may include securities of financial services companies. Companies in the financial services sector include commercial banks, industrial banks, insurance companies, savings
institutions, finance companies, diversified financial services companies, investment banking firms, securities brokerage houses, investment advisory companies, leasing companies, real estate companies (including REITs) and companies providing
similar services. The Funds may also have exposure to financial companies to the extent they are counterparties to the Funds’ derivative investments.
Events that affect the financial services
sector will have a greater effect on these Funds than they would on a fund that is more widely diversified among a number of unrelated industries. For example, financial services companies can be significantly affected by availability and cost of
capital and changes in interest rates, insurance claims activity and general economic conditions. Financial services companies are subject to extensive government regulations, which can limit the types and amounts of loans and other commitments they
make and the interest rates and fees they charge and can have a significant impact on profitability. Losses resulting from financial difficulties of borrowers and declines in the value of assets can negatively impact the financial services
industries.
The financial services
sector is also subject to relatively rapid changes as a result of industry consolidation trends which may result in distinctions between different financial service segments (for example, banking, insurance and brokerage businesses) becoming less
clear. In the recent past, the financial services sector has experienced considerable financial distress, which has led to the implementation of government programs designed to ease that distress.
Convertible Securities
For
each Fund: Each Fund may invest in convertible securities. Convertible securities are preferred stocks or debt obligations that are convertible into common stock. They generally offer lower interest or
dividend yields than non-convertible securities of similar quality. Convertible securities have both equity and fixed-income risk characteristics. Like all fixed-income securities, the value of convertible securities is susceptible to the risk of
market losses attributable to changes in interest rates. Generally, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the market price of the
common stock underlying a convertible security approaches or exceeds the conversion price of the convertible security, the convertible security tends to reflect the market price of the underlying common stock. As the market price of the underlying
common stock declines, the convertible security, like a fixed-income security, tends to trade increasingly on a yield basis, and thus, may not decline in price to the same extent as the underlying common stock. The markets for convertible securities
may be less liquid than markets for common stocks or bonds.
credit derivatives
For
Low Duration Preferred and Income Fund, Preferred Securities and Income SMA Shares, MLP & Energy Opportunity Fund, Preferred Securities and Income Fund, Alternative Income Fund and Real Assets Fund: Credit
derivative transactions include those involving default price risk derivatives and market spread derivatives. Default price risk derivatives are linked to the price of reference securities or loans after a default by the issuer or borrower,
respectively. Market spread derivatives are based on the risk that changes in market factors, such as credit spreads, can cause a decline in the value of a security, loan or index. There are three basic transactional forms for credit derivatives:
swaps, options and structured instruments. The use of credit derivatives is a highly specialized activity which involves strategies and risks different from those associated with ordinary portfolio security transactions. The risk of loss in a credit
derivative transaction varies with the form of the transaction. For example, if the Fund purchases a default option on a security, and if no default occurs with respect to the security, the Fund’s loss is limited to the premium it paid for the
default option. In contrast, if there is a default by the grantor of a default option, a Fund’s loss will include both the premium it paid for the option
and the decline in value of the underlying security that the
default option hedged. If a Fund is a buyer in a credit default swap agreement and no credit event occurs, the Fund recovers nothing if the swap is held through its termination date. However, if a credit event occurs, the Fund may elect to receive
the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value. As a seller, a Fund generally receives an upfront payment or a fixed rate of income
throughout the term of the swap, which typically is between six months and three years, provided that there is no credit event. If a credit event occurs, generally the seller must pay the buyer the full notional value of the swap in exchange for an
equal face amount of deliverable obligations of the reference entity that may have little or no value.
Cyber Security Risks
For
each Fund: With the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, the Fund and its service providers (including the Advisor
and Subadvisors) may be prone to operational and information security risks resulting from cyber-attacks and/or other technological malfunctions. In general, cyber-attacks are deliberate, but unintentional events may have similar effects.
Cyber-attacks include, among others, stealing or corrupting data maintained online or digitally, preventing legitimate users from accessing information or services on a website, releasing confidential information without authorization, gaining
unauthorized access to digital systems for purposes of misappropriating assets and causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing
denial-of-service. Successful cyber-attacks against, or security breakdowns of, the Fund, the Advisor, the Subadvisors (if applicable), or a custodian, transfer agent, or other affiliated or third-party service provider may adversely affect the Fund
or its shareholders. For instance, cyber-attacks may interfere with the processing of shareholder transactions, affect the Fund’s ability to calculate its NAV, cause the release of private shareholder information or confidential Fund
information, impede trading, cause reputational damage, and subject the Fund to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and additional compliance costs. Furthermore, as a result of breaches in
cyber security or other operational and technology disruptions or failures, an exchange or market may close or issue trading halts on specific securities or an entire market, which may result in a Fund being, among other things, unable to buy or
sell certain securities or financial instruments or unable to accurately price its investments. While the Fund has established business continuity plans and systems designed to prevent cyber-attacks, there are inherent limitations in such plans and
systems including the possibility that certain risks have not been identified. Similar types of cyber security risks also are present for issuers of securities in which the Fund invests, which could result in material adverse consequences for such
issuers, and may cause the Fund’s investment in such securities to lose value.
Each of the Fund, the Advisor and the
Subadvisors (if applicable) may have limited ability to prevent or mitigate cyber-attacks or security or technology breakdowns affecting each Fund’s third-party service providers. While the Fund has established business continuity plans and
systems designed to prevent or reduce the impact of cyber-attacks, such plans and systems are subject to inherent limitations.
Debt Securities
For
Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, Global Infrastructure Fund, Preferred Securities and Income Fund, MLP & Energy
Opportunity Fund,
Real Assets Fund and Real Estate Securities Fund: Each Fund may invest in debt securities (also referred to as “fixed-income” securities) to the extent described in its Prospectus.
Debt securities may pay fixed or variable
rates of interest. Bonds and other debt securities generally are issued by corporations and other issuers to borrow money from investors. The value of debt securities may fluctuate based on changes in interest rates and the issuer’s financial
condition. When interest rates rise or the issuer’s financial condition worsens or is perceived by the market to be at greater risk, the value of debt securities tends to decline.
Corporate Debt Obligations. The Funds may invest in investment grade or below investment grade U.S. dollar-denominated debt obligations issued or guaranteed by U.S. corporations or U.S. commercial banks, U.S. dollar-denominated obligations of
foreign issuers and debt obligations of foreign issuers denominated in foreign currencies. Such debt obligations include, among others, bonds, notes, debentures and variable rate demand notes. In choosing corporate debt securities on behalf of a
Fund, its portfolio managers may consider (i) general economic and financial conditions; (ii) the specific issuer’s (a) business and management, (b) cash flow, (c) earnings coverage of interest and dividends, (d) ability to operate under
adverse economic conditions, (e) fair market value of assets, and (f) in the case of foreign issuers, unique political, economic or social conditions applicable to such issuer’s country; and, (iii) other considerations deemed
appropriate.
U.S. Government
Obligations. The Funds may invest in U.S. Government obligations. Obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities include bills, notes and bonds issued by the U.S.
Treasury, as well as “stripped” or “zero coupon” U.S. Treasury obligations representing future interest or principal payments on U.S. Treasury notes or bonds. Stripped securities are sold at a discount to their “face
value,” and may exhibit greater price volatility than interest-bearing securities because investors receive no payment until maturity.
Obligations of certain agencies and
instrumentalities of the U.S. Government are supported by the right of the issuer to borrow from the U.S. Treasury. Other obligations of certain agencies and instrumentalities of the U.S. Government are supported only by the credit of the
instrumentality. The U.S. Government may choose not to provide financial support to U.S. Government-sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer were to default, the Fund might not be
able to recover their investment from the U.S. Government.
Mortgage-backed and Asset-backed Securities. Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, MLP & Energy Opportunity Fund, Preferred Securities and Income Fund, Real Estate Securities Fund and Real
Assets Fund may also invest in mortgage- and asset-backed securities. Mortgage-backed securities are mortgage-related securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, or issued by non-government entities.
Mortgage-related securities represent pools of mortgage loans assembled for sale to investors by various government agencies, as well as by non-government issuers such as commercial banks, savings and loan institutions, mortgage bankers and private
mortgage insurance companies. Although certain mortgage-related securities are guaranteed by a third party or otherwise similarly secured, the market value of the security, which may fluctuate, is not guaranteed.
Other asset-backed securities are structured
like mortgage-backed securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such items as motor vehicle installment sales or installment loan contracts, leases of various types of real and
personal property,
and receivables from credit card agreements and from sales of
personal property. Regular payments received in respect of such securities include both interest and principal. Asset-backed securities typically have no U.S. Government backing. Additionally, the ability of an issuer of asset-backed securities to
enforce its security interest in the underlying assets may be limited.
If a Fund purchases a mortgage-backed or other
asset-backed security at a premium, that portion may be lost if there is a decline in the market value of the security whether resulting from changes in interest rates or prepayments in the underlying collateral. As with other interest-bearing
securities, the prices of such securities are inversely affected by changes in interest rates. Although the value of a mortgage-backed or other asset-backed security may decline when interest rates rise, the converse is not necessarily true, since
in periods of declining interest rates the mortgages and loans underlying the securities are prone to prepayment, thereby shortening the average life of the security and shortening the period of time over which income at the higher rate is
received.
When interest rates are
rising, the rate of prepayment tends to decrease, thereby lengthening the period of time over which income at the lower rate is received. For these and other reasons, a mortgage-backed or other asset-backed security’s average maturity may be
shortened or lengthened as a result of interest rate fluctuations and, therefore, it is not possible to predict accurately the security’s return.
Collateralized Mortgage Obligations
(“CMOs”). Preferred Securities and Income SMA Shares,Low Duration Preferred and Income Fund, Alternative Income Fund, MLP & Energy Opportunity Fund, Preferred Securities and Income Fund, Real Estate
Securities Fund and Real Assets Fund may invest in CMOs. A CMO is a hybrid between a mortgage-backed bond and a mortgage pass-through security. A CMO is a type of mortgage-backed security that creates separate classes with varying maturities and
interest rates, called tranches. Similar to a bond, interest and prepaid principal is paid, in most cases, semi-annually.
CMOs may be collateralized by whole mortgage
loans but, are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by the U.S. Government, and their income streams. CMOs are structured into multiple classes, each bearing a different stated maturity. Actual
maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are
repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes receive principal only
after the first class has been retired. An investor is partially guarded against a sooner than desired return of principal because of the sequential payments.
In a typical CMO transaction, an issuer issues
multiple series (e.g., Series A, B, C and Z) of CMO bonds (“Bonds”). Proceeds of the Bond offering are used to purchase mortgages or mortgage pass-through certificates (“Collateral”).
The Collateral is pledged to a third-party trustee as security for the Bonds. Principal and interest payments from the Collateral are used to pay principal on the Bonds in the following order: Series A, B, C and Z. The Series A, B, and C Bonds all
bear current interest. Interest on a Series Z Bond is accrued and added to principal and a like amount is paid as principal on the Series A, B, or C Bond currently being paid off. Only after the Series A, B, and C Bonds are paid in full does the
Series Z Bond begin to receive payment. With some CMOs, the issuer serves as a conduit to allow loan originators (primarily builders or savings and loan associations) to borrow against their loan portfolios.
Municipal Securities. Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund may invest in
“Municipal Securities,” which includes debt obligations of states, territories or possessions of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities. Municipal Securities are
issued to obtain funds for various public purposes, including the construction of a wide range of public facilities such as airports, bridges, highways, housing, hospitals, mass transportation, schools, streets and water and sewer works. Other
public purposes for which Municipal Securities may be issued include the refunding of outstanding obligations, obtaining funds for general operating expenses and lending such funds to other public institutions and facilities. In addition, certain
types of industrial development bonds are issued by or on behalf of public authorities to obtain funds to provide for the construction, equipment, repair or improvement of privately operated housing facilities, airport, mass transit, industrial,
port or parking facilities, air or water pollution control facilities and certain local facilities for water supply, gas, electricity or sewage or solid waste disposal. The principal and interest payments for industrial development bonds or
pollution control bonds are often the sole responsibility of the industrial user and therefore may not be backed by the taxing power of the issuing municipality. The interest paid on such bonds may be exempt from federal income tax, although current
federal tax laws place substantial limitations on the purposes and size of such issues. Such obligations are considered to be Municipal Securities provided that the interest paid thereon, in the opinion of bond counsel, qualifies as exempt from
federal income tax. However, interest on Municipal Securities may give rise to a federal alternative minimum tax (“AMT”) liability and may have other collateral federal income tax consequences. The Funds do not anticipate meeting the
requirements under the Internal Revenue Code of 1986, as amended (the “Code”) to pass through the tax-free character of income from municipal securities to the Funds’ shareholders.
The two major classifications of Municipal
Securities are bonds and notes. Bonds may be further classified as “general obligation” or “revenue” issues. General obligation bonds are secured by the issuer’s pledge of its full faith, credit and taxing power for the
payment of principal and interest. Revenue bonds are payable from the revenues derived from a particular facility or class of facilities, and in some cases, from the proceeds of a special excise or other specific revenue source, but not from the
general taxing power. Tax exempt industrial development bonds are in most cases revenue bonds and do not generally carry the pledge of the credit of the issuing municipality. Notes are short term instruments which usually mature in less than two
years. Most notes are general obligations of the issuing municipalities or agencies and are sold in anticipation of a bond sale, collection of taxes or receipt of other revenues. There are, of course, variations in the risks associated with
Municipal Securities, both within a particular classification and between classifications.
Senior Secured Floating Rate Loans. Preferred Securities and Income SMA Shares,Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund may invest in senior
secured floating rate loans (“Senior Loans”). Senior Loans generally are made to corporations, partnerships and other business entities (“Borrowers”) which operate in various industries and geographical regions. Senior Loans,
which typically hold the most senior position in a Borrower’s capital structure, pay interest at rates that are re-determined periodically on the basis of a floating base lending rate, such as the London Inter-bank Offered Rate
(“LIBOR”), plus a premium. This floating rate feature should help to minimize changes in the principal value of the Senior Loans resulting from interest rate changes. The Funds may invest in Senior Loans that are below investment grade
quality and are speculative investments that are subject to credit risk.
Senior Loans in which Preferred Securities and
Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund may invest may not be rated by a rating agency, will not be registered
with the Securities and Exchange Commission (the “SEC”) or any state securities commission and generally will not be listed on any national securities exchange. Therefore, the amount of public information available about Senior Loans
will be limited, and the performance of the Funds’ investments in Senior Loans will be more dependent on the analytical abilities of the Advisor than would be the case for investments in more widely rated, registered or exchange-listed
securities. In evaluating the creditworthiness of Borrowers, the Advisor may consider, and may rely in part, on analyses performed by others. Moreover, certain Senior Loans will be subject to contractual restrictions on resale and, therefore, will
be illiquid.
Bank Instruments. Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund may invest in
certificates of deposits, time deposits, and bankers’ acceptances from U.S. or foreign banks, including certificates of deposit (e.g., Eurodollar CDs) and time deposits (e.g., Eurodollar time deposits) of foreign branches of domestic banks. A time deposit is a non-negotiable receipt issued by a bank in exchange for the deposit of funds. Like a certificate of deposit, it earns a specified rate
of interest over a definite period of time; however, it cannot be traded in the secondary market.
Inflation-Linked Fixed-Income Securities. Real Assets Fund and Alternative Income Fund may invest in inflation-linked fixed-income securities. Inflation-linked fixed-income securities are securities which have a principal value that is periodically adjusted
according to the rate of inflation. If an index measuring inflation falls, the principal value of inflation-indexed bonds will typically be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a
smaller principal amount) will be reduced. In the case of Treasury Inflation-Protected Securities, also known as TIPS, repayment of original bond principal upon maturity (as adjusted for inflation) is guaranteed by the U.S. Treasury. The market for
TIPS may be less developed or liquid, and more volatile, than certain other securities markets. There can be no assurance that the inflation index used in these securities (i.e., the Consumer Price Index) will
accurately measure the real rate of inflation. For inflation-linked bonds that do not provide a similar guarantee, the adjusted principal value of the inflation-linked bond repaid at maturity may be less than the original principal.
Such bonds may also be issued by or related to
sovereign governments of developed countries, by countries deemed to be emerging markets, and inflation-linked bonds issued by or related to companies or other entities not affiliated with governments. Because of their inflation adjustment feature,
inflation-linked bonds typically have lower yields than conventional fixed-rate bonds. In addition, inflation-linked bonds also normally decline in price when real interest rates rise. In the event of deflation, in which prices decline over time,
the principal and income of inflation-linked bonds would likely decline, resulting in losses to the Fund.
A Fund’s investments in inflation-linked
debt securities can cause the Fund to accrue income for tax purposes without a corresponding receipt of cash, which, because no cash is received at the time of accrual, may require the Fund to sell assets (including when not advantageous to do so)
to satisfy the Fund’s distribution requirements (see “Taxation” below).
Energy Companies
For
Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, Global Infrastructure Fund, Preferred Securities and Income Fund, MLP & Energy
Opportunity Fund and
Real Assets Fund: Energy companies in which the Funds may invest include companies in the discovery, development, production or distribution of energy or other natural resources, the development of
technologies for the production or efficient use of energy and other natural resources, or the furnishing of related supplies or services. The energy industries can be significantly affected by fluctuations in energy prices and supply and demand of
energy fuels, energy conservation, exploration and production spending, the success of exploration projects, tax and other government regulations, weather or meteorological events, world events and economic conditions. The energy industries also may
be affected by fluctuations in energy prices, energy conservation, exploration and production spending, government regulations, weather, world events and economic conditions.
Exchange-Traded Notes
For
MLP & Energy Opportunity Fund, Alternative Income Fund and Real Assets Fund: The Real Assets Fund may invest in ETNs linked to the value of commodities and the MLP & Energy Opportunity Fund may invest
in ETNs linked to the value of master limited partnerships or master limited partnership indices. ETNs are generally notes representing debt of the issuer, usually a financial institution. ETNs combine both aspects of bonds and ETFs. An ETN’s
returns are based on the performance of one or more underlying assets, reference rates or indexes, minus fees and expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be
held until the ETN’s maturity, at which time the issuer will pay a return linked to the performance of the specific asset, index or rate to which the ETN is linked minus certain fees. Unlike regular bonds, ETNs do not make periodic interest
payments, and principal is not protected.
The value of an ETN may be influenced by,
among other things, time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying markets, changes in the applicable interest rates, the performance of the reference instrument, changes in the
issuer’s credit rating and economic, legal, political or geographic events that affect the reference instrument. An ETN that is tied to a reference instrument may not replicate the performance of the reference instrument. ETNs also incur
certain expenses not incurred by their applicable reference instrument. Some ETNs that use leverage can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a fair price. Levered ETNs are subject to the same risk
as other instruments that use leverage in any form. While leverage allows for greater potential return, the potential for loss is also greater. Finally, additional losses may be incurred if the investment loses value because, in addition to the
money lost on the investment, the loan still needs to be repaid.
Because the return on the ETN is dependent on
the issuer’s ability or willingness to meet its obligations, the value of the ETN may change due to a change in the issuer’s credit rating, despite no change in the underlying reference instrument. The market value of ETN shares may
differ from the value of the reference instrument. This difference in price may be due to the fact that the supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand in the market for the
assets underlying the reference instrument that the ETN seeks to track.
There may be restrictions on the Fund’s
right to redeem its investment in an ETN, which are generally meant to be held until maturity. The Fund’s decision to sell its ETN holdings may be limited by the availability of a secondary market. An investor in an ETN could lose some or all
of the amount invested.
Foreign Currency and Currency Hedging
Transactions
For each Fund: In order to hedge against foreign currency exchange rate risks from adverse changes in the relationship between the U.S. dollar and foreign currencies
(including to hedge against anticipated future changes which otherwise might adversely affect the prices of securities that the Fund intends to purchase at a later date), each Fund may enter into forward foreign currency exchange contracts (forward
contracts), foreign currency futures contracts (foreign currency futures) and foreign currency swap agreements (foreign currency swaps), as well as purchase put or call options on foreign currencies, as described below. Preferred Securities and
Income SMA Shares, Alternative Income Fund, Low Duration Preferred and Income Fund and Preferred Securities and Income Fund also may enter into options on currency futures contracts and are not limited to entering into currency transactions for
hedging purposes. Each Fund may also conduct its foreign currency exchange transactions on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market.
A forward currency contract is an obligation
to purchase or sell a specific currency for an agreed price on a future date which is individually negotiated and privately traded by currency traders and their customers. A foreign currency future is an exchange-traded contract for the purchase or
sale of a specified foreign currency at a specified price at a future date. A foreign currency swap is an agreement between two parties to exchange principal and interest payments on a loan made in one currency for principal and interest payments of
a loan of equal value in another currency. The Fund may enter into a foreign currency forward contract, foreign currency futures contract or foreign currency swap, or purchase a currency option, for example, when it enters into a contract for the
purchase or sale of a security denominated in a foreign currency or expects to receive a dividend or interest payment on a portfolio holding, in order to “lock in” the U.S. dollar value of the security or payment. In addition, the Fund
may enter into a foreign currency forward contract, futures contract or swap or purchase a currency option in respect of a currency which acts as a proxy for a currency in which the Fund’s portfolio holdings or anticipated holdings are
denominated. This second investment practice is generally referred to as “cross-hedging.” Because in connection with a Fund’s foreign currency transactions an amount of that Fund’s assets equal to the amount of that
Fund’s current commitment will be segregated to be used to pay for the commitment, the Fund will always have cash or other liquid assets available that are sufficient to cover any commitments under these transactions. The segregated assets
will be marked-to-market on a daily basis.
A Fund may enter into a forward contract to
attempt to minimize the risk to that Fund from adverse changes in the relationship between the U.S. dollar and foreign currencies. Forward contracts may limit potential gain from a positive change in the relationship between the U.S. dollar and
foreign currencies. Unanticipated changes in currency prices may result in poorer overall performance for a Fund than if it had not engaged in such contracts.
A Fund may enter into exchange-traded foreign
currency futures for the purchase or sale for future delivery of foreign currencies. U.S. exchange-traded futures are regulated by the Commodity Futures Trading Commission (“CFTC”). This investment technique will be used only to hedge
against anticipated future changes in exchange rates which otherwise might adversely affect the value of a Fund’s portfolio securities or adversely affect the prices of securities that a Fund intends to purchase at a later date.
A Fund may enter into foreign currency swaps
to shift its currency exposure from one currency to another currency. See “Swap Transactions” below regarding swap agreements.
A Fund may purchase and write put and call
options on foreign currencies for the purpose of protecting against declines in the dollar value of foreign portfolio securities and against increases in the U.S. dollar cost of foreign securities to be acquired. As is the case with other kinds of
options, however, the writing of an option on foreign currency will constitute only a partial hedge, up to the amount of the premium received, and that Fund could be required to purchase or sell foreign currencies at disadvantageous exchange rates,
thereby incurring losses. The purchase of an option on foreign currency may constitute an effective hedge against fluctuation in exchange rates although, in the event of rate movements adverse to that Fund’s position, the Fund may forfeit the
entire amount of the premium plus related transaction costs.
The successful use of foreign currency
transactions will usually depend on the Advisor’s ability to forecast currency exchange rate movements correctly. Should exchange rates move in an unexpected manner, a Fund may not achieve the anticipated benefits of forward contracts, foreign
currency futures or may realize losses.
Futures Contracts and Options on Futures
Contracts
For each Fund: Each Fund may purchase and sell financial futures contracts and options on such contracts. A financial futures contract is an agreement to buy or sell a
specific security or financial instrument at a particular price on a stipulated future date. Although some financial futures contracts call for making or taking delivery of the underlying securities or instruments, in most cases these obligations
are closed out before the settlement date. The closing of a contractual obligation may be accomplished by purchasing or selling an identical offsetting futures contract. Other financial futures contracts by their terms call for cash
settlements.
Each Fund may also
buy and sell index futures contracts with respect to any stock or bond index traded on a recognized stock exchange or board of trade. An index futures contract is a contract to buy or sell units of an index on a specified future date at a price
agreed upon when the contract is made. The stock index futures contract specifies that no delivery of the actual stocks making up the index will take place. Instead, settlement in cash must occur upon the termination of the contract, with the
settlement being the difference between the contract price and the actual level of the stock index at the expiration of the contract. In addition, a Fund may enter into foreign currency futures contracts as described under “Foreign Currency
and Currency Hedging Transactions.”
At the time a Fund purchases or sells a
futures contract, it will designate on its records cash or liquid portfolio securities it believes to be adequate to ensure that it has sufficient liquid assets to meet its obligations under the contract. Depending on the nature of the transaction,
the amounts that are designated may be based on the notional value of the futures contract or on the daily mark-to-market obligation under the futures contract and may be reduced by amounts on deposit with the broker. Alternatively, a Fund may
“cover” its position by owning an offsetting position, for example, holding the instruments underlying the contract (or, in the case of an index futures contract, a portfolio with a volatility substantially similar to that of the index
on which the futures contract is based), or holding a call option permitting a Fund to purchase the same futures contract at a price no higher than the price of the contract written by a Fund (or at a higher price if the difference is maintained in
liquid assets with the Funds’ custodian).
Each Fund will be authorized to use financial
futures contracts and related options for hedging and non-hedging purposes, for example to enhance total return or provide market exposure pending the investment of cash balances. A Fund may lose the expected benefit of transactions in financial
contracts if currency exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes in currency exchange rates or securities prices may also result in poorer overall performance than if a Fund had not entered into
any futures transactions.
When
purchasing stocks or bonds, the buyer acquires ownership in the security, however buyers of futures contracts are not entitled to ownership of the underlying asset until and unless they decide to accept delivery at expiration of the contract. In
practice, delivery of the underlying asset to satisfy a futures contract rarely occurs because most futures traders use the liquidity of the central marketplace to sell their futures contract before expiration.
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Price Limits. Some (not all exchanges have price change limits) futures exchanges impose on each futures contract traded on that exchange a maximum permissible price movement
for each trading session. If the maximum permissible price movement is achieved on any trading day, no more trades may be executed above (or below, if the price has moved downward) that limit. If the Fund wishes to execute a trade outside the daily
permissible price movement, it would be prevented from doing so by exchange rules, and would have to wait for another trading session to execute its transaction.
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Price Volatility. Despite the daily price limits on various futures exchanges, the price volatility of futures contracts has been historically
greater than that for traditional securities such as stocks and bonds. To the extent that the Fund invests in futures contracts, the assets of the Fund, and therefore the prices of Fund shares, may be subject to greater volatility.
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Marking-to-Market Futures Positions. The futures clearinghouse marks every futures contract to market at the end of each trading day, to
ensure that the outstanding futures obligations are limited to the mark-to-market change in price from one day for any given futures contract. This process of marking-to-market is designed to prevent losses from accumulating in any futures account.
Therefore, if the Fund’s futures positions have declined in value, the Fund may be required to post additional margin to cover this decline. Alternatively, if the Fund’s futures positions have increased in value, this increase will be
credited to the Fund’s account. Futures contracts, when entered into directly by the Fund on a qualified board or exchange, as defined in the Code, are taxed on the “marked-to-market” basis applicable to section 1256 contracts. To
the extent Real Assets Fund invest in futures contracts indirectly through its Subsidiary, income from such contracts will be taxable to Real Assets Fund as ordinary income when it includes in its income its pro rata share of its
Subsidiary’s income, as described in “Taxation—Investment in the Subsidiary” and “Taxation—Controlled Foreign Corporations.”
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Margin. In connection with futures contracts and options on futures contracts, a Fund (directly or through its Subsidiary) typically
posts margin directly to a futures commission merchant (“FCM”), who is expected typically to re-hypothecate the margin to an exchange or clearinghouse. Prior to re-hypothecation, such margin may be held by the FCM in commingled accounts
with margin from other clients of the FCM. The margin maintained by the FCM is not subject to the regulatory
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protections
provided by bank custody arrangements. If margin is posted to the FCM and re-hypothecated, neither the Fund nor the FCM to whom the margin was posted will have custody of the margin. If margin posted by the Fund is not maintained with the
Fund’s custodian, the Fund is fully exposed to the fraud and unsecured credit risk of the FCM to whom the margin is posted.
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For
Real Assets Fund and MLP & Energy Opportunity Fund: The Funds, either directly or through the Subsidiary for Real Assets Fund, may also purchase and sell commodity futures contracts and can hold
substantial positions in such contracts. The Funds’ investments in commodity futures contracts and related instruments may involve substantial risks. Some of the special characteristics and risks of these investments are described
below.
Commodity futures
contracts are agreements between two parties. One party agrees to buy a commodity from the other party at a later date at a price and quantity agreed-upon when the contract is made. Commodity futures contracts are traded on futures exchanges. These
futures exchanges offer a central marketplace in which to transact futures contracts, a clearing corporation to process trades, a standardization of expiration dates and contract sizes, and the availability of a secondary market. Futures markets
also specify the terms and conditions of delivery as well as the maximum permissible price movement during a trading session. Additionally, the commodity futures exchanges may have position limit rules that limit the amount of futures contracts that
any one party may hold in a particular commodity at any point in time. These position limit rules are designed to prevent any one participant from controlling a significant portion of the market.
In the commodity futures markets, the exchange
clearing corporation takes the other side in all transactions, either buying or selling directly to the market participants. The clearinghouse acts as the counterparty to all exchange-traded futures contracts. That is, the Fund’s obligation is
to the clearinghouse, and the Fund will look to the clearinghouse to satisfy the Fund’s rights under the futures contract.
Options on Securities and Stock Indexes
For
each Fund: Each Fund may write covered call and put options and purchase call and put options on securities, stock indices or futures contracts (in the case of Real Assets Fund only). The Real Assets Fund may
also invest in options on commodities futures contracts. In addition, Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income
Fund and Real Assets Fund may enter into over-the-counter put and call options on securities and baskets of securities, indexes and other financial instruments.
An option is a contract that gives the
purchaser of the option, in return for the premium paid, the right to buy (in the case of a call option) a specified security or futures contract, as applicable, or to sell (in the case of a put option) a specified security from or to the writer of
the option at a designated price during the term of the option. An option on a securities index gives the purchaser of the option, in return for the premium paid, the right to receive from the seller cash equal to the difference between the closing
price of the index and the exercise price of the option.
A Fund, other than Preferred Securities and
Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund, which are not required to cover written call options as discussed
herein, may write a call or put option only if the option is
“covered.” A call option on a security written by a Fund is covered if that Fund owns the underlying security covered by the call or has an absolute and immediate right to acquire that security without additional cash consideration (or
for additional cash consideration held in a segregated account by its custodian) upon conversion or exchange of other securities held in its portfolio. A call option on a security is also covered if a Fund owns a call option on the same security and
in the same principal amount as the call option written where the exercise price of the call option held (a) is equal to or less than the exercise price of the call option written or (b) is greater than the exercise price of the call option written
if the difference is maintained by that Fund in cash or liquid portfolio securities in a segregated account with its custodian. A put option on a security written by a Fund is “covered” if that Fund maintains similar liquid assets with a
value equal to the exercise price designated as segregated at its custodian, or else owns a put option on the same security and in the same principal amount as the put option written where the exercise price of the put option held is equal to or
greater than the exercise price of the put option written. The value of the underlying securities on which options may be written at any one time will not exceed 25% of the total assets of a Fund, and a Fund will not purchase put or call options if
the aggregate premium paid for such options would exceed 5% of its total assets at the time of purchase. Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund,
Preferred Securities and Income Fund and Real Assets Fund are not subject to these limitations.
A Fund, other than Preferred Securities and
Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund, will cover call options on stock indices by owning securities whose
price changes, in the opinion of the Advisor, are expected to be similar to those of the index, or in such other manner as may be in accordance with the rules of the exchange on which the option is traded and applicable laws and regulations.
Nevertheless, where a Fund covers a call option on a stock index through ownership of securities, such securities may not match the composition of the index. In that event, that Fund will not be fully covered and could be subject to risk of loss in
the event of adverse changes in the value of the index. A Fund will cover put options on stock indices by segregating assets equal to the option’s exercise price, or in such other manner as may be in accordance with the rules of the exchange
on which the option is traded and applicable laws and regulations.
A Fund will receive a premium for writing a
put or call option, which will increase the Fund’s gross income in the event the option expires unexercised or is closed out at a profit. If the value of a security or an index on which a Fund has written a call option falls or remains the
same, that Fund will realize a profit in the form of the premium received (less transaction costs) that could offset all or a portion of any decline in the value of any portfolio securities underlying the option. A rise in the value of the security
or index underlying a call option written by a Fund, exposes that Fund to possible loss or loss of opportunity to realize appreciation in the value of any portfolio securities underlying or otherwise related to the call option. By writing a put
option, a Fund assumes the risk of a decline in the underlying security or index. To the extent that the price changes of any portfolio securities being hedged correlate with changes in the value of the underlying security or index, writing put
options on securities or indices will increase a Fund’s losses in the event of a market decline, although such losses will be offset in part by the premium received for writing the option.
A Fund may also purchase put options to hedge
its investments against a decline in value. By purchasing a put option, a Fund will seek to offset a decline in the value of the portfolio securities being hedged through appreciation of the put option. If the value of a Fund’s investments
does not
decline as anticipated, that Fund’s loss will be
limited to the premium paid for the option plus related transaction costs. The success of this strategy will depend, in part, on the accuracy of the correlation between the changes in value of the underlying security or index and the changes in
value of that Fund’s security holdings being hedged.
A Fund may purchase call options on individual
securities to hedge against an increase in the price of securities that the Fund anticipates purchasing in the future. Similarly, a Fund may purchase call options to attempt to reduce the risk of missing a broad market advance, or an advance in an
industry or market segment, at a time when that Fund holds uninvested cash or short-term debt securities awaiting investment. When purchasing call options, a Fund will bear the risk of losing all or a portion of the premium paid if the value of the
underlying security or index does not rise.
There can be no assurance that a liquid market
will exist when a Fund seeks to close out an option position, and for certain options not on an exchange no market usually exists. Trading could be interrupted, for example, because of supply and demand imbalances arising from a lack of either
buyers or sellers, or the options exchange could suspend trading after the price has risen or fallen more than the maximum specified by the exchange. Although a Fund may be able to offset to some extent any adverse effects of being unable to
liquidate an option position, that Fund may experience losses in some cases as a result of such inability.
Risks of Derivatives Transactions
For
each Fund: “Derivatives Transactions” as discussed in this SAI include, as applicable to each Fund, options; futures contracts and options thereon; interest rate transactions, such as swaps, caps,
floors or collars; credit transactions; swaps; forward contracts; and structured investments. For Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund,
Preferred Securities and Income Fund and Real Assets Fund, Derivatives Transactions include transactions that combine features of the Derivatives Transactions described in this SAI and other types of derivatives, structured and similar instruments
which are not currently available, but which may be developed in the future. Derivatives Transactions can be highly volatile and involve various types and degrees of risk, depending upon the characteristics of the particular derivative, including
the imperfect correlation between the value of such instruments and the underlying assets, the possible default of the other party to the transaction and illiquidity of the derivative instruments. Derivatives Transactions may entail investment
exposures that are greater than their cost would suggest, meaning that a small investment in derivatives could have a large potential impact on the Fund’s performance, effecting a form of investment leverage on the Fund’s portfolio. In
certain types of Derivatives Transactions the Fund could lose the entire amount of its investment; in other types of Derivatives Transactions the potential loss is theoretically unlimited.
Derivatives Transactions are also subject to
regulatory risk. U.S. regulators, the European Union and certain other jurisdictions have adopted minimum margin and capital requirements for uncleared over-the-counter (“OTC”) derivatives transactions. It is expected that these
regulations will have a material impact on the Funds’ use of uncleared derivatives. These rules will impose minimum margin requirements on derivatives transactions between the Funds and their swap counterparties and may increase the amount of
margin the Funds are required to provide. They will impose regulatory requirements on the timing of transferring margin, which may accelerate the Funds’ current margin
process. They will also effectively require changes to
typical derivatives margin documentation. The Funds became subject to variation margin requirements under such rules in March 2017, and it is expected that the Funds will become subject to initial margin requirements under such rules in 2020. Such
requirements could increase the amount of margin a Fund needs to provide in connection with uncleared derivatives transactions and, therefore, make such transactions more expensive. In addition, the SEC has issued a proposed rule governing the use
of derivatives by mutual funds. While the impact of the new proposed regulations is still unknown, the regulations have the potential to increase the costs of using derivatives and may limit the availability of some forms of derivatives.
The market for many derivatives is, or
suddenly can become, illiquid. Changes in liquidity may result in significant, rapid and unpredictable changes in the prices for Derivatives Transactions. A Fund could experience severe losses if it were unable to liquidate its position because of
an illiquid secondary market. Successful use of Derivatives Transactions also is subject to the ability of the Advisor or, if applicable, the Subadvisors (as defined below) to predict correctly movements in the direction of the relevant market and,
to the extent the transaction is entered into for hedging purposes, to ascertain the appropriate correlation between the transaction being hedged and the price movements of the securities, currency, interest rate or other reference asset underlying
the Derivatives Transactions. Derivatives Transactions entered into to seek to manage the risks of a Fund’s portfolio of securities may have the effect of limiting gains from otherwise favorable market movements. For example, the use of
currency instruments for hedging purposes may limit gains from a change in the relationship between the U.S. dollar and foreign currencies. The use of Derivatives Transactions may result in losses greater than if they had not been used (and a loss
on a Derivatives Transaction position may be larger than the gain in a portfolio position being hedged), may require a Fund to sell or purchase portfolio securities at inopportune times or for prices other than current market values, may limit the
amount of appreciation a Fund can realize on an investment, or may cause a Fund to hold a security that it might otherwise sell. Amounts paid by a Fund as premiums and cash or other assets held as collateral with respect to Derivatives Transactions
may not otherwise be available to the Fund for investment purposes. To the extent Derivatives Transactions would be deemed to be illiquid, they will be included in the maximum limitation of 15% of net assets invested in restricted or illiquid
securities.
Some types of cleared
derivatives are required to be executed on an exchange or on a swap execution facility. A swap execution facility is a trading platform where multiple market participants can execute derivatives by accepting bids and offers made by multiple other
participants in the platform. While this execution requirement is designed to increase transparency and liquidity in the cleared derivatives market, trading on a swap execution facility can create additional costs and risks for the Funds. For
example, swap execution facilities typically charge fees, and if a Fund executes derivatives on a swap execution facility through a broker intermediary, the intermediary may impose fees as well. Also, a Fund may indemnify a swap execution facility,
or a broker intermediary who executes cleared derivatives on a swap execution facility on the Fund’s behalf, against any losses or costs that may be incurred as a result of the Fund’s transactions on the swap execution facility.
The use of currency transactions can result in
a Fund incurring losses as a result of the imposition of exchange controls, political developments, government intervention or failure to intervene, suspension of settlements or the inability of the Fund to deliver or receive a specified
currency.
Structured notes and other
related instruments carry risks similar to those of more traditional derivatives such as futures, forward and option contracts. However, structured instruments may entail a greater degree of market risk and volatility than other types of debt
obligations. A Fund will be
subject to credit risk with respect to the counterparties to
certain Derivatives Transactions entered into by the Fund. Derivatives may be purchased on established exchanges or, as described herein, through privately negotiated transactions referred to as OTC derivatives. Exchange-traded derivatives generally
are guaranteed by the clearing agency which is the issuer or counterparty to such derivatives. However, many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day and
once the daily limit has been reached in a particular contract no trades may be made that day at a price beyond that limit or trading may be suspended. There also is no assurance that sufficient trading interest to create a liquid secondary market
on an exchange will exist at any particular time and no such secondary market may exist or may cease to exist. Each party to an OTC derivative bears the risk that the counterparty will default. OTC derivatives are less liquid than exchange-traded
derivatives because the other party to the transaction may be the only investor with sufficient understanding of the derivative to be interested in bidding for it. Additionally, participants in OTC derivatives markets typically are not subject to
the same level of credit evaluation and regulatory oversight as are members of exchange-based markets and, therefore, OTC derivatives generally expose a Fund to greater counterparty risk than exchange-traded derivatives. If a counterparty becomes
bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in bankruptcy or other
reorganization proceeding. The Fund may obtain only a limited recovery or may obtain no recovery in such circumstances. Among other trading agreements, the Funds are each, separately and not jointly, a party to International Swaps and Derivatives
Association, Inc. Master Agreements (“ISDA Agreements”) or other similar types of agreements with selected counterparties that generally govern OTC derivative transactions entered into by the Funds. The ISDA Agreements typically include
representations and warranties as well as contractual terms related to events of default and termination events, and may include collateral posting terms and netting provisions that apply in the event of a default and/or a termination event.
Termination events may include the decline in the net assets of a Fund below a certain level over a specified period of time and entitle a counterparty to elect to terminate early with respect to some or all the transactions under the ISDA Agreement
with that counterparty. Such an election by one or more of the counterparties could have a material adverse impact on a Fund’s operations. On the other hand, the bankruptcy or insolvency of the counterparty may allow a Fund to elect to
terminate early with respect to some or all the transactions under the ISDA Agreement with that counterparty, and the relevant ISDA Agreement may permit the non-defaulting party to calculate a single net payment to close out applicable transactions.
However, there is no guarantee that the terms of an ISDA Agreement will be enforceable, including, for example, when bankruptcy or insolvency laws impose restrictions on or prohibitions against the right of offset obligations. Additionally, the
netting and close out provisions of an ISDA Agreement may not extend to the obligations of the counterparty’s affiliates or across varying types of transactions.
OTC derivatives are also subject to
documentation risk, which is the risk that ambiguities, inconsistencies, or errors in the documentation relating to a derivative transaction lead to a dispute with the counterparty or unintended investment results. There is no limit on the amount of
a Fund’s assets that can be put at risk through the use of futures contracts and the value of a Fund’s futures contracts and options thereon may equal or exceed 100% of that Fund’s total assets. Each Fund other than the Real Assets
Fund (each, an “eligible Fund” and collectively, the “eligible Funds”) is operated by a person who has claimed an exclusion from the definition of the term “commodity pool operator”
pursuant to Rule 4.5 under the Commodity Exchange Act (the
“exclusion”). Accordingly, neither the eligible Funds nor the Advisor (with respect to the eligible Funds) is subject to registration or regulation as a “commodity pool operator” under the Commodity Exchange Act. To remain
eligible for the exclusion, each of the eligible Funds will be limited in its ability to use certain financial instruments regulated under the Commodity Exchange Act (“commodity interests”), including futures and options on futures and
certain swaps transactions. In the event that an eligible Fund’s investments in commodity interests are not within the thresholds set forth in the exclusion, the Advisor may be required to register as a “commodity pool operator”
and/or “commodity trading advisor” with the CFTC with respect to that Fund. The Advisor’s eligibility to claim the exclusion with respect to a Fund will be based upon, among other things, the level and scope of the Fund’s
investment in commodity interests, the purposes of such investments and the manner in which the Fund holds out its use of commodity interests. Each eligible Fund’s ability to invest in commodity interests (including, but not limited to,
futures and swaps on broad-based securities indexes and interest rates) is limited by the Advisor’s intention to operate the Fund in a manner that would permit the Advisor to continue to claim the exclusion under Rule 4.5, which may adversely
affect the Fund’s total return. In the event the Advisor becomes unable to rely on the exclusion and is required to register with the CFTC as a commodity pool operator with respect to a Fund, the Fund’s expenses may increase, adversely
affecting that Fund’s total return.
The Real Assets Fund and the Subsidiary are
commodity pools under the Commodity Exchange Act. As a result of CFTC rule amendments, the Advisor has registered with the CFTC as a commodity pool operator with respect to the Real Assets Fund and the Subsidiary. On August 13, 2013, the CFTC issued
the final harmonization rule release with respect to disclosure, reporting and recordkeeping requirements that will apply to the Real Assets Fund and the Subsidiary. Compliance with the CFTC’s new disclosure, reporting and recordkeeping
requirements could increase fund expenses. The CFTC rule amendments also may affect the ability of the Real Assets Fund and the Subsidiary to use commodity interests (including futures, options on futures, commodities, and swaps).
Foreign (non-U.S.) Securities
For
each Fund: Each Fund may invest in foreign (non-U.S.) securities as described in its Prospectus. Investing in securities issued by foreign companies involves considerations and possible risks not typically
associated with investing in securities issued by domestic corporations. The values of foreign investments are affected by changes in currency rates or exchange control regulations, application of foreign tax laws, including withholding or other
taxes, changes in governmental administration or economic or monetary policy (in the United States or abroad) or changed circumstances in dealings between nations. Costs are incurred in connection with conversions between various currencies. In
addition, foreign brokerage commissions are generally higher than in the United States, and foreign securities markets may be less liquid, more volatile and less subject to governmental supervision than in the United States. Investments in foreign
countries could be affected by other factors not present in the United States, including expropriation, confiscatory taxation, lack of uniform accounting and auditing standards and potential difficulties in enforcing contractual obligations which
could extend settlement periods.
Investments in foreign securities, especially
in emerging market countries, will expose the Fund to the direct or indirect consequences of political, social or economic changes in the countries that issue the securities or in which the issuers are located. Certain countries in which the Fund
may invest,
especially emerging market countries, have historically
experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate fluctuations, large amounts of external debt, balance of payments and trade difficulties, and extreme poverty and unemployment. Many of these
countries are also characterized by political uncertainty and instability. The cost of servicing external debt will generally be adversely affected by rising international interest rates because many external debt obligations bear interest at rates
that are adjusted based upon international interest rates. In addition, with respect to certain foreign countries, there is a risk of:
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the
possibility of expropriation of assets;
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confiscatory
taxation;
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difficulty
in obtaining or enforcing a court judgment;
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economic,
political or social instability; and
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diplomatic
developments that could affect investments in those countries.
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Continuing uncertainty as to the status of the
Euro and the European Monetary Union and the potential for certain countries to withdraw from the institution has created significant volatility in currency and financial markets generally. Any partial or complete dissolution of the European Union
(“EU”) could have significant adverse effects on currency and financial markets, and on the values of a Fund's investments. In June 2016, the United Kingdom approved a referendum to leave the EU. Significant uncertainty remains in the
market regarding the ramifications of that development, and the range and potential implications of possible political, regulatory, economic and market outcomes are difficult to predict.
Each Fund may invest in sponsored and
unsponsored American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and similar depositary receipts. ADRs, typically issued by a financial institution (a depositary), evidence ownership interests in a
security or a pool of securities issued by a foreign company and deposited with the depositary. Prices of ADRs are quoted in U.S. dollars, and ADRs are traded in the United States. GDRs are receipts issued outside the United States, typically by
non-United States banks and trust companies, that evidence ownership of either foreign or domestic securities. Generally, GDRs, in bearer form, are designated for use outside the United States. Ownership of ADRs and GDRs entails similar investment
risks to direct ownership of foreign securities traded outside the U.S., including increased market liquidity, currency, political, information and other risks. Income and gains earned by a Fund in respect of foreign securities may be subject to
foreign withholding and other taxes, which will reduce the Fund’s return on such securities.
Gold and Other Precious Metals
For
Real Assets Fund: The Real Assets Fund seeks to gain exposure to gold and other precious metals, either directly or through its Subsidiary, through investments in bullion (e.g., bars and coins) and precious metal futures and forwards. The Real Assets Fund, either directly or through the Subsidiary, may also invest in ETFs and other pooled investment vehicles that invest in gold and other
precious metals and related instruments, and structured or exchange-traded notes whose interest and/or principal payments are linked to the price of gold and other precious metals. The Real Assets Fund currently expects that the majority of its
precious metals exposure will be to gold.
Investments related to gold and other precious
metals are considered speculative and are affected by a variety of worldwide economic, financial and political factors. The price of gold and other precious metals may fluctuate sharply over short periods of time due to changes in inflation or
expectations regarding inflation in various countries, the availability of supplies of gold and other precious metals, changes in industrial and commercial demand, gold and other precious metals sales by governments, central banks or international
agencies, investment speculation, monetary and other economic policies of various governments and government restrictions on private ownership of gold and other precious metals.
Healthcare Companies
For
Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund and Preferred Securities and Income Fund: Healthcare companies in which the Fund may invest encompass
two main groups. The first group includes companies that manufacture health care supplies or provide health care-related services, including distributors of products, providers of basic health care services and owners and operators of care
facilities and organizations. The second group includes companies in the research, development, production and marketing of pharmaceuticals and biotechnology products. Events affecting the health care industries include technological advances that
make existing products and services obsolete, and changes in regulatory policies concerning approvals of new drugs, medical devices or procedures. In addition, changes in governmental payment systems and private payment systems, such as increased
use of managed care arrangements, are risks in investing in the health care industries.
Illiquid Securities
For
each Fund: Each Fund may invest in illiquid securities. A Fund will not invest in illiquid securities if immediately after such investment more than 15% of that Fund’s net assets (taken at market value)
would be invested in such securities. For this purpose, illiquid investments are generally investments that a Fund cannot reasonably expect to be sold or disposed of in current market conditions in seven (7) calendar days or less without the sale or
disposition significantly changing the market value of the investment. Securities that have legal or contractual restrictions on resale but have a readily available market are not deemed illiquid for purposes of this limitation.
Historically, illiquid securities have
included securities subject to contractual or legal restrictions on resale because they have not been registered under the Securities Act of 1933, (the “Securities Act”), and securities which are otherwise not readily marketable.
Securities which have not been registered under the Securities Act are referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market. The Funds do not typically hold a significant
amount of these restricted or other illiquid securities because of the potential for delays on resale and uncertainty in valuation. Limitations on resale may have an adverse effect on the marketability of portfolio securities, and a Fund might be
unable to dispose of restricted or other illiquid securities promptly or at reasonable prices and might thereby experience difficulty satisfying redemptions within seven days. A Fund might also have to register such restricted securities in order to
dispose of them, resulting in additional expense and delay. Adverse market conditions could impede such a public offering of securities.
In recent years, however, a large
institutional market has developed for certain securities that are not registered under the Securities Act, including repurchase agreements, commercial paper, foreign
securities, municipal securities and corporate bonds and
notes. Institutional investors depend on an efficient institutional market in which the unregistered security can be readily resold or on an issuer’s ability to honor a demand for repayment. The fact that there are contractual or legal
restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity of such investments.
Rule 144A under the Securities Act allows a
broader institutional trading market for securities otherwise subject to restriction on resale to the general public. Rule 144A establishes a safe harbor from the registration requirements of the Securities Act of resales of certain securities to
qualified institutional buyers, which generally creates a more liquid market for securities eligible for resale under Rule 144A than other types of restricted securities. Similarly, Regulation S of the Securities Act provides an exclusion from the
registration requirements of the Securities Act for offerings made outside of the U.S. by both U.S. and foreign issuers. A securities offering, whether public or private, made by an issuer outside of the U.S. in reliance on Regulation S need not be
registered under the Securities Act.
The
Advisor will monitor the liquidity of restricted securities in a Fund’s portfolio, under the supervision of the Fund’s Board of Directors. In reaching liquidity decisions, the Advisor will consider, among other things, the following
factors: (1) the frequency of trades and quotes for the security; (2) the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; (3) dealer undertakings to make a market in the security; and (4) the
nature of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers and the mechanics of the transfer).
Industrial Companies
For
Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, Global Infrastructure Fund, MLP & Energy Opportunity Fund, Preferred Securities and Income Fund and Real Assets Fund: Industrial companies that the Funds may invest in include companies involved in the research, development, manufacture, distribution, supply or sale of industrial products, services or equipment. These companies may
include manufacturers of civil or military aerospace and defense equipment, building components and home improvement products and equipment, civil engineering firms and large-scale contractors, companies producing electrical components or equipment,
manufacturers of industrial machinery and industrial components and products, providers of commercial printing services, and companies providing transportation services. A company is in industrial products, services or equipment industries if at the
time of investment it is determined that at least 50% of the company’s assets, revenues or profits are derived from these industries.
The industrial products, services and
equipment industries can be significantly affected by general economic trends, changes in consumer sentiment and spending, commodity prices, technological obsolescence, labor relations, legislation, government regulations and spending, import
controls, and worldwide competition, and can be subject to liability for environmental damage, depletion of resources, and mandated expenditures for safety and pollution control.
Master Limited Partnerships
For
Alternative Income Fund, Global Infrastructure Fund, MLP & Energy Opportunity Fund and Real Assets Fund: The Fund may invest in equity securities of master limited partnerships (“MLPs”),
and
their affiliates. An MLP generally has two classes of
partners, the general partner and the limited partners. The general partner normally controls the MLP through an equity interest plus units that are subordinated to the common (publicly traded) units for an initial period and then only converting to
common if certain financial tests are met. As a motivation for the general partner to successfully manage the MLP and increase cash flows, the terms of most MLPs typically provide that the general partner receives a larger portion of the net income
as distributions reach higher target levels. As cash flow grows, the general partner receives a greater interest in the incremental income compared to the interest of limited partners. The general partner’s incentive compensation typically
increases to up to 50% of incremental income. Nevertheless, the aggregate amount distributed to limited partners will increase as MLP distributions reach higher target levels. Given this incentive structure, the general partner has an incentive to
streamline operations and undertake acquisitions and growth projects in order to increase distributions to all partners.
MLP common units represent an equity ownership
interest in a partnership, providing limited voting rights and entitling the holder to a share of the company’s success through distributions and/or capital appreciation. Unlike shareholders of a corporation, common unit holders do not elect
directors annually and generally have the right to vote only on certain significant events, such as mergers, a sale of substantially all of the assets, removal of the general partner or material amendments to the partnership agreement. MLPs are
required by their partnership agreements to distribute a large percentage of their current operating earnings. Common unit holders generally have first right to a minimum quarterly distribution prior to distributions to the convertible subordinated
unit holders or the general partner (including incentive distributions). Common unit holders typically have arrearage rights if the minimum quarterly distribution is not met. In the event of liquidation, MLP common unit holders have first right to
the partnership’s remaining assets after bondholders, other debt holders, and preferred unit holders have been paid in full. MLP common units trade on a national securities exchange or over-the-counter. Some limited liability companies
(“LLCs”) may be taxed in a manner similar to certain MLPs for federal income tax purposes. As in the case of MLPs that are treated as partnerships for U.S. federal income tax purposes, LLCs that are also so treated do not pay federal
income tax at the entity level. LLCs may be required by their operating agreements to distribute a large percentage of their current operating earnings. In contrast to MLPs, LLCs have no general partner and there may less frequently be incentives
that entitle management or other unit holders to increased percentages of cash distributions as distributions reach higher target levels. In addition, LLC common unit holders typically have voting rights with respect to the LLC, whereas MLP common
units have limited voting rights. MLP common units and other equity securities can be affected by macro-economic and other factors affecting the stock market in general, expectations of interest rates, investor sentiment towards MLPs or an
MLP’s business sector, changes in a particular issuer’s financial condition, or unfavorable or unanticipated poor performance of a particular issuer (in the case of MLPs, generally measured in terms of distributable cash flow). Prices of
common units of individual MLPs and other equity securities can also be affected by fundamentals unique to the partnership or company, including earnings power and coverage ratios.
MLP convertible subordinated units are
typically issued by MLPs to founders, corporate general partners of MLPs, entities that sell assets to the MLP, and institutional investors, and may be purchased in direct placements from such persons. The purpose of the convertible subordinated
units is to increase the likelihood that during the subordination period there will be available cash to be distributed to common unit holders. Convertible subordinated units generally are not entitled to
distributions until holders of common units have received
specified minimum quarterly distributions, plus any arrearages, and may receive less in distributions upon liquidation. Convertible subordinated unit holders generally are entitled to a minimum quarterly distribution prior to the payment of
incentive distributions to the general partner, but are not entitled to arrearage rights. Therefore, they generally entail greater risk than MLP common units. They are generally convertible automatically into the senior common units of the same
issuer at a one-to-one ratio upon the passage of time or the satisfaction of certain financial tests. These units do not trade on a national exchange or over-the-counter, and there is no active market for convertible subordinated units. The value of
a convertible security is a function of its worth if converted into the underlying common units. Convertible subordinated units generally have similar voting rights to MLP common units. Because convertible subordinated units generally convert to
common units on a one-to-one ratio, the price that the Fund could be expected to pay upon purchase or to realize upon resale is generally tied to the common unit price less a discount. The size of the discount varies depending on a variety of
factors including the likelihood of conversion, and the length of time remaining to conversion, and the size of the block purchased.
MLP I-Shares represent an indirect investment
in MLP i-units. I-units are equity securities issued to affiliates of MLPs, typically a limited liability company, that own an interest in and manage the MLP. The issuer has management rights but is not entitled to incentive distributions. The
I-Share issuer’s assets consist exclusively of MLP i-units. Distributions by MLPs to i-unit holders are made in the form of additional i-units, generally equal in amount to the cash received by common unit holders of MLPs. Distributions to
I-Share holders are made in the form of additional I-Shares, generally equal in amount to the i-units received by the I-Share issuer. The issuer of the I-Share is taxed as a corporation for federal income tax purposes; however, the MLP does not
allocate income or loss to the I-Share issuer. Accordingly, investors receive a Form 1099, are not allocated their proportionate share of income of the MLPs and are not subject to state income tax filing obligations. The price of I-Shares and their
volatility tend to be correlated to the price of common units, although the price correlation is not precise.
Natural Resource Companies
For
MLP & Energy Opportunity Fund, Alternative Income Fund and Real Assets Fund: The Fund will gain exposure to natural resources by investing in U.S. and non-U.S. companies with substantial natural resource
assets or whose business activities are related to natural resource asset. Natural resources may include materials with economic value that are derived from natural sources, either directly or indirectly, such as precious metals (e.g., gold, platinum, palladium or silver), non-precious metals (e.g., copper, zinc, or iron ore), fuels (e.g., oil, natural gas or coal),
minerals, timber and forestry products, food and agricultural products (e.g., fertilizer) farm machinery and chemicals. Natural resource companies will primarily be involved in exploring, mining, extracting,
producing, processing, transporting, or otherwise develop or provide goods and services with respect to, a natural resource. Natural resource companies may also include companies which provide services to such companies, (e.g., equipment manufacturers).
The Fund’s investments in securities of
natural resource companies involve risks. The market value of securities of natural resource companies may be affected by numerous factors, including events occurring in nature, inflationary pressures and international politics. Because the Fund
invests
significantly in natural resource companies, there is the
risk that the Fund will perform poorly during a downturn in the natural resource sector. For example, events occurring in nature (such as earthquakes or fires in prime natural resource areas) and political events (such as coups, military
confrontations or acts of terrorism) can affect the overall supply of a natural resource and the value of companies involved in such natural resource. Political risks and the other risks to which foreign securities are subject may also affect
domestic natural resource companies in if they have significant operations or investments in foreign countries. Rising interest rates and general economic conditions may also affect the demand for natural resources.
Other Investment Companies
For
each Fund: The Fund may invest in securities of other open- or closed-end investment companies, including registered investment companies that are ETFs. ETFs trade on a securities exchange and their shares
may, at times, trade at a premium or discount to their NAV. Most ETFs hold a portfolio of common stocks or bonds designed to track the performance of a securities index, including industry, sector, country and region indexes, but an ETF may not
replicate exactly the performance of the index it seeks to track for a number of reasons, including transaction costs incurred by the ETF.
The Fund may also invest a portion of its
assets in pooled investment vehicles other than registered investment companies. For example, some vehicles which may also be commonly referred to as “exchange traded funds” may not be registered investment companies because of the
nature of their underlying investments. As a stockholder in an investment company or other pooled vehicle, the Fund will bear its ratable share of that investment company’s or vehicle’s expenses, and would remain subject to payment of
the fund’s or vehicle’s advisory and administrative fees with respect to assets so invested. Shareholders would therefore be subject to duplicative expenses to the extent the Fund invests in other investment companies or vehicles. In
addition, the securities of other investment companies or pooled vehicles may be leveraged and will therefore be subject to leverage risks (in addition to other risks of the investment company’s or pooled vehicle’s strategy). The Fund
will also incur brokerage costs when purchasing and selling shares of ETFs and other pooled vehicles.
An investment in the shares of another fund is
subject to the risks associated with that fund’s portfolio securities. To the extent the Fund invests in shares of another fund, Fund shareholders would indirectly pay a portion of that fund’s expenses, including advisory fees, brokerage
and other distribution expenses. These fees and expenses are in addition to the direct expenses of the Fund’s own operations.
Preferred Securities
For
each Fund: There are two basic types of preferred securities: traditional and hybrid-preferred securities. Traditional preferred securities consist of preferred stock issued by an entity taxable as a
corporation. Preferred stocks, which may offer fixed or floating rate dividends, are perpetual instruments and considered equity securities. Preferred securities are subordinated to senior debt instruments in a company’s capital structure, in
terms of priority to corporate income and claim to corporate assets, and therefore will be subject to greater credit risk than debt instruments. Alternatively, hybrid-preferred securities may be issued by corporations, generally in the form of
interest-bearing notes with preferred securities characteristics, or by an affiliated trust or partnership
of the corporation, generally in the form of preferred
interests in subordinated debentures or similarly structured securities. The hybrid-preferred securities market consists of both fixed and adjustable coupon rate securities that are either perpetual in nature or have stated maturity dates.
Hybrid-preferred securities are considered debt securities. Due to their similar attributes, the Advisor also considers senior debt perpetual issues, certain securities with convertible features as well as exchange-listed senior debt issues that
trade with attributes of exchange-listed perpetual and hybrid-preferred securities to be part of the broader preferred securities market.
Traditional Preferred Securities. Traditional preferred securities pay fixed or floating dividends to investors and have “preference” over common stock in the payment of dividends and the liquidation of a company’s assets. This means
that a company must pay dividends on preferred stock before paying any dividends on its common stock. In order to be payable, distributions on such preferred securities must be declared by the issuer’s board of directors. Income payments on
preferred securities may be cumulative, causing dividends and distributions to accumulate even if not declared by the board of directors or otherwise made payable. In such a case, all accumulated dividends must be paid before any dividend on the
common stock can be paid. However, many traditional preferred stocks are non-cumulative, in which case dividends do not accumulate and need not ever be paid. The Fund may invest in non-cumulative preferred securities, whereby the issuer does not
have an obligation to make up any missed payments to its stockholders. There is no assurance that dividends or distributions on the traditional preferred securities in which the Fund invests will be declared or otherwise made payable. Preferred
securities may also contain provisions under which payments must be stopped (i.e., stoppage is compulsory, not discretionary). The conditions under which this occurs may relate to, for instance, capitalization
levels. Hence, if a company incurs significant losses that deplete retained earnings automatic payment stoppage could occur. In some cases the terms of the preferred securities provide that the issuer would be obligated to attempt to issue common
shares to raise funds for the purpose of making the preferred payments. However, there is no guarantee that the issuer would be successful in placing common shares.
Preferred stockholders usually have no right
to vote for corporate directors or on other matters. Shares of traditional preferred securities have a liquidation preference that generally equals the original purchase price at the date of issuance. The market value of preferred securities may be
affected by, among other factors, favorable and unfavorable changes impacting the issuer or industries in which they operate, movements in interest rates and inflation, and the broader economic and credit environments, and by actual and anticipated
changes in tax laws, such as changes in corporate and individual income tax rates. Because the claim on an issuer’s earnings represented by traditional preferred securities may become onerous when interest rates fall below the rate payable on
such securities, the issuer may redeem the securities. Thus, in declining interest rate environments in particular, the Fund’s holdings of higher rate-paying fixed rate preferred securities may be reduced, and the Fund may be unable to acquire
securities of comparable credit quality paying comparable rates with the redemption proceeds.
Hybrid-preferred Securities. Hybrid-preferred securities are typically junior and fully subordinated liabilities of an issuer or the beneficiary of a guarantee that is junior and fully subordinated to the other liabilities of the guarantor. In
addition, hybrid-preferred securities typically permit an issuer to defer the payment of income for eighteen months or more without triggering an event of default. Generally, the maximum deferral period is five years. Because of their subordinated
position in the
capital structure of an issuer, the ability to defer payments
for extended periods of time without default consequences to the issuer, and certain other features (such as restrictions on common dividend payments by the issuer or ultimate guarantor when full cumulative payments on the hybrid preferred
securities have not been made), these hybrid-preferred securities are often treated as close substitutes for traditional preferred securities, both by issuers and investors. Hybrid-preferred securities have many of the key characteristics of equity
due to their subordinated position in an issuer’s capital structure and because their quality and value are heavily dependent on the profitability of the issuer rather than on any legal claims to specific assets or cash flows. Hybrid-preferred
securities include, but are not limited to, trust preferred securities (TRUPS®); enhanced trust preferred securities (Enhanced TRUPS®); trust-originated preferred securities (TOPrS®);
monthly-income preferred securities (MIPS®); quarterly-income bond securities (QUIBS®); quarterly-income debt securities (QUIDS®);
quarterly-income preferred securities (QUIPSSM); corporate trust securities (CorTS®); public income notes (PINES®); and other
hybrid-preferred securities.(1)
Hybrid-preferred securities are typically
issued with a final maturity date. In certain instances, a final maturity date may be extended and/or the final payment of principal may be deferred at the issuer’s option for a specified time without default. No redemption can typically take
place unless all cumulative payment obligations have been met, although issuers may be able to engage in open-market repurchases without regard to whether all payments have been paid.
Many hybrid-preferred securities are issued by
trusts or other special purpose entities established by operating companies and are not a direct obligation of an operating company. At the time the trust or special purpose entity sells such preferred securities to investors, it purchases debt of
the operating company (with terms comparable to those of the trust or special purpose entity securities), which enables the operating company to deduct for tax purposes the interest paid on the debt held by the trust or special purpose entity. The
trust or special purpose entity is generally required to be treated as transparent for U.S. federal income tax purposes such that the holders of the trust preferred securities are treated as owning beneficial interests in the underlying debt of the
operating company. Accordingly, payments on the hybrid-preferred securities are generally treated as interest rather than dividends for U.S. federal income tax purposes and, as such, are not eligible for the dividends received deduction
(“DRD”) or the reduced rates of tax that apply to qualified dividend income. The trust or special purpose entity in turn would be a holder of the operating company’s debt and would have priority with respect to the operating
company’s earnings and profits over the operating company’s common stockholders, but would typically be subordinated to other classes of the operating company’s debt. Typically a preferred security has a credit rating that is lower
than that of its corresponding operating company’s senior debt securities.
Within the category of hybrid-preferred
securities are senior debt instruments that trade in the broader preferred securities market. These debt instruments, which are sources of long-term capital for the issuers, have structural features similar to other preferred securities such as
maturities ranging from 30 years to perpetuity, call features, quarterly payments, exchange listings and the inclusion of accrued interest in the trading price.
(1)
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TOPrS is a
registered service mark of Merrill Lynch & Co., Inc. MIPS and QUIDS are registered service marks, and QUIPS is a service mark, owned by Goldman, Sachs & Co. QUIBS is a registered service mark owned by Morgan Stanley & Co. Incorporated.
TRUPS, CorTS and PINES are registered service marks owned by Citigroup Global Markets Inc.
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Contingent Capital Securities. In some cases, debt and traditional and hybrid preferred securities can include loss absorption provisions that make the securities more like equity—these securities are generally referred to as contingent capital
securities (sometimes referred to as “CoCos”). This is particularly true in the financial sector, the largest preferred issuer segment.
In one version of a CoCo, the security has
loss absorption characteristics whereby the liquidation value of the security may be adjusted downward to below the original par value (even to zero) under certain circumstances. This may occur, for instance, in the event that business losses have
eroded capital to a substantial extent. The write down of the par value would occur automatically and would not entitle the holders to seek bankruptcy of the company. In addition, an automatic write-down could result in a reduced income rate if the
dividend or interest payment is based on the security’s par value. Such securities may, but are not required to, provide for circumstances under which the liquidation value may be adjusted back up to par, such as an improvement in
capitalization and/or earnings.
Another
version of a CoCo provides for mandatory conversion of the security into common shares of the issuer under certain circumstances. The mandatory conversion might relate, for instance, to maintenance of a capital minimum, whereby falling below the
minimum would trigger automatic conversion. Since the common stock of the issuer may not pay a dividend, investors in these instruments could experience a reduced income rate, potentially to zero, and conversion would deepen the subordination of the
investor, hence worsening the Fund’s standing in a bankruptcy. In addition, some such instruments also provide for an automatic write-down if the price of the common stock is below the conversion price on the conversion date.
An automatic write-down or conversion event is
typically triggered by a reduction in the capital level of the issuer, but may also be triggered by regulatory actions (e.g., a change in capital requirements) or by other factors.
Convertible Preferred Securities. Some preferred securities, generally known as convertible preferred securities, provide for an investor option to convert their holdings into common shares of the issuer. These securities may have lower rates of income
than other preferred securities, and the conversion option may cause them to trade more like equities than typical fixed income instruments.
Floating Rate Securities. The Funds may invest, and Low Duration Preferred and Income Fund and Preferred Securities and Income Fund may invest up to 100% of their total assets, in floating rate preferred securities, which provide for a periodic
adjustment in the interest rate paid on the securities. The terms of such securities provide that interest rates are adjusted periodically based upon an interest rate adjustment index. The adjustment intervals may be regular, and range from daily up
to annually, or may be event-based, such as a change in the prime rate. Because of the interest rate reset feature, floating rate securities provide the Fund with a certain degree of protection against rises in interest rates, although the interest
rates of floating rate securities will participate in any declines in interest rates as well.
Preferred securities may be subject to changes
in regulations and there can be no assurance that the current regulatory treatment of preferred securities will continue.
Real Estate Companies and Real Estate
Investment Trusts
For each Fund: Each Fund may invest significantly in the securities of real estate companies and may be susceptible to adverse economic or regulatory occurrences affecting
that sector. Real property
investments are subject to varying degrees of risk. The
yields available from investments in real estate depend on the amount of income and capital appreciation generated by the related properties. Income and real estate values may also be adversely affected by such factors as applicable laws (e.g., Americans with Disabilities Act and tax laws), interest rate levels and the availability of financing. If the properties do not generate sufficient income to meet operating expenses, including, where
applicable, debt service, ground lease payments, tenant improvements, third-party leasing commissions and other capital expenditures, the income and ability of the real estate company to make payments of any interest and principal on its debt
securities will be adversely affected. In addition, real property may be subject to the quality of credit extended and defaults by borrowers and tenants. The performance of the economy in each of the regions and countries in which the real estate
owned by a portfolio company is located affects occupancy, market rental rates and expenses and, consequently, has an impact on the income from such properties and their underlying values. The financial results of major local employers also may have
an impact on the cash flow and value of certain properties. In addition, real estate investments are relatively illiquid and, therefore, the ability of real estate companies to vary their portfolios promptly in response to changes in economic or
other conditions is limited. A real estate company also may have joint venture investments in certain of its properties and, consequently, its ability to control decisions relating to these properties may be limited.
Real property investments are also subject to
risks which are specific to the investment sector or type of property in which the real estate companies are investing.
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Retail
Properties. Retail properties are affected by the overall health of the applicable economy and may be adversely affected by the growth of alternative forms of retailing, bankruptcy, departure or cessation of
operations of a tenant, a shift in consumer demand due to demographic changes, spending patterns and lease terminations.
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Office
Properties. Office properties are affected by the overall health of the economy and other factors such as a downturn in the businesses operated by their tenants, obsolescence and non-competitiveness.
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Hotel
Properties. The risks of hotel properties include, among other things, the necessity of a high level of continuing capital expenditures, competition, increases in operating costs which may not be offset by increases
in revenues, dependence on business and commercial travelers and tourism, increases in fuel costs and other expenses of travel and adverse effects of general and local economic conditions.
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Healthcare
Properties. Healthcare properties and healthcare providers are affected by several significant factors, including Federal, state and local laws governing licenses, certification, adequacy of care, pharmaceutical
distribution, medical rates, equipment, personnel and other factors regarding operations; continued availability of revenue from government reimbursement programs (primarily Medicaid and Medicare); and competition on a local and regional
basis.
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Multifamily
Properties. The value and successful operation of a multifamily property may be affected by a number of factors such as the location of the property, the ability of the management team, the level of mortgage rates,
presence of competing properties, adverse economic conditions in the locale, oversupply and rent control laws or other laws affecting such properties.
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Insurance
Issues. Certain real estate companies may carry comprehensive liability, fire, flood, earthquake extended coverage and rental loss insurance with various policy specifications, limits and deductibles.
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Credit Risk. Real estate investment trusts REITs may be highly leveraged, and financial covenants may affect the ability of REITs to operate effectively.
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Environmental Issues
. In connection with the ownership (direct or indirect), operation, management and development of real properties that may contain hazardous or toxic substances, a portfolio company may be considered an owner,
operator or responsible party of such properties and, therefore, may be potentially liable for removal or remediation costs, as well as certain other costs, including governmental fines and liabilities for injuries to persons and property.
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Smaller
Companies. Even the larger REITs in the industry tend to be small- to medium-sized companies in relation to the equity markets as a whole. REIT shares, therefore, can be more volatile than, and perform differently
from, larger company stocks.
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REIT
Tax Issues. REITs are subject to a highly technical and complex set of provisions in the Code. It is possible that the Fund may invest in a real estate company which purports to be a REIT and that the company could
fail to qualify as a REIT. In the event of any such unexpected failure to qualify as a REIT, the company would be subject to corporate level taxation, significantly reducing the return to the Fund on its investment in such company.
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For each Fund (other than Global Infrastructure Fund): Each Fund may invest in REITs. REITs are sometimes informally characterized as equity REITs, mortgage REITs and hybrid
REITs. An equity REIT invests primarily in the fee ownership or leasehold ownership of land and buildings and derives its income primarily from rental income. An equity REIT may also realize capital gains (or losses) by selling real estate
properties in its portfolio that have appreciated (or depreciated) in value. A mortgage REIT invests primarily in mortgages on real estate, which may secure construction, development or long-term loans. A mortgage REIT generally derives its income
primarily from interest payments on the credit it has extended. A hybrid REIT combines the characteristics of equity REITs and mortgage REITs, generally by holding both ownership interests and mortgage interests in real estate. It is anticipated,
although not required, that under normal circumstances a majority of a Fund’s investments in REITs will consist of securities issued by equity REITs.
In addition to the risks of securities linked
to the real estate industry, equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended. Further, REITs are dependent upon
management skills and generally may not be diversified. REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, U.S. REITs could possibly fail to qualify for pass-through of income under the
Code, or to maintain their exemptions from registration under the 1940 Act. The above factors may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or
lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments.
Repurchase Agreements
For
each Fund: Each Fund may enter into repurchase agreements. A repurchase agreement is an instrument under which an investor, such as a Fund, purchases a U.S. Government security from a vendor, with an agreement
by the vendor to repurchase the security at the same price, plus interest at a specified rate. In such a case, the security is held by that Fund, in effect, as collateral for the repurchase obligation. Repurchase agreements may be entered into with
member banks of the Federal Reserve System or “primary dealers” (as designated by the Federal Reserve Bank of New York) in U.S. Government securities. Repurchase agreements usually have a short duration, often less than one week. In
entering into the repurchase agreement for a Fund, the Advisor will evaluate and monitor the creditworthiness of the vendor. In the event that a vendor should default on its repurchase obligation, a Fund might suffer a loss to the extent that the
proceeds from the sale of the collateral were less than the repurchase price. If the vendor becomes bankrupt, a Fund might be delayed, or may incur costs or possible losses of principal and income, in selling the collateral.
Securities Lending
For
each Fund: Each Fund may lend portfolio securities to broker/dealers or other institutions. The borrower must maintain with the Fund cash or equivalent collateral equal to at least 100% of the market value of
the securities loaned. During the time portfolio securities are on loan, the borrower pays the lending Fund any dividends or interest paid on the securities. The Fund may invest the collateral and earn additional income or receive an agreed upon
amount of interest income from the borrower. Loans are subject to termination at the option of the Fund or the borrower. The Fund may pay reasonable administrative and custodial fees in connection with a loan. The Fund does not have the right to
vote securities on loan, but would terminate the loan and regain the right to vote if that were considered important with respect to the investment. The Fund may lose money if a borrower defaults on its obligation to return securities and the value
of the collateral held by the Fund is insufficient to replace the loaned securities. In addition, the Fund is responsible for any loss that might result from its investment of the borrower’s collateral.
SERVICE PROVIDERS RISK
For
each Fund: Each Fund may be subject to credit risk with respect to its custodian as well as any sub-custodian in the Fund’s custodian’s global network. The Funds could be adversely affected in the
event of a custodian’s or sub-custodian’s bankruptcy, financial insolvency or financial distress. Even if a Fund’s custodian or sub-custodian does have sufficient assets to meet all claims, which may not always be the case, there
could still be a delay before the Fund receives assets to satisfy that Fund’s claims. Market fluctuations during any period of delay could adversely affect the performance of a Fund if the Fund is unable to dispose of a security being held by
the custodian. In addition, in the event of the insolvency or bankruptcy of the Funds’ administrator, transfer agent or custodian there are likely to be operational and other delays and additional costs and expenses associated with changes in
service provider arrangements that could adversely affect the Funds. The Funds could also be adversely affected by the misfeasance of their custodian, sub-custodians, or other service providers. Each Fund is also subject to the risk of loss caused
by inadequate procedures and controls, human error, and system failures by a service provider to it or an issuer of a portfolio security, each of which may negatively affect that Fund’s performance. In addition, a service provider may be
unable to provide a NAV for a Fund or share class on a timely basis.
Short Sales
For
Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Global Infrastructure Fund, Global Realty Shares, International Realty Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and
Income Fund and Real Estate Securities Fund: Each Fund may enter into short sales, provided the dollar amount of short sales at any one time would not exceed 25% of the net assets of that Fund, and the value
of securities of any one issuer in which a Fund is short would not exceed the lesser of 2% of the value of a Fund’s net assets or 2% of the securities of any class of any issuer. A Fund must designate collateral consisting of cash or liquid
portfolio securities with a value equal to the current market value of the shorted securities, which is marked-to-market daily. If a Fund owns an equal amount of such securities or securities convertible into or exchangeable for, without payment of
any further consideration, securities of the same issuer as, and equal in amount to, the securities sold short (which sales are commonly referred to as short sales against the box), the above requirements are not applicable. These restrictions do
not limit a Fund’s ability to take short positions through transactions other than short sales, such as futures, swaps or other derivatives.
For
Realty Shares: The Fund may enter into short sales, provided the Fund owns an equal amount of such securities or securities convertible into or exchangeable for, without payment of any further consideration,
securities of the same issue as, and in equal amount to, the securities sold short (which sales are commonly referred to as “short sales against the box”), and provided that not more than 10% of the Fund’s net assets (taken at
market value) is held as collateral for such sales at any one time.
For
Real Assets Fund: The Fund may enter into short sales, including short sales against the box. Under normal market conditions, the Advisor expects that the Fund’s gross notional value of its long
positions may be up to 130% of the net assets of the commodities allocation of the Fund and its gross notional value of its short positions may be up to 30% of the net assets of the commodities allocation of the Fund. Occasionally, the Fund’s
gross notional value of its long and short positions may be greater than 130% and 30% of the net asset value of the commodities allocation of the Fund, respectively, due to the accounting treatment of certain offsetting futures contracts. The Fund
may, from time to time, be leveraged as a result of its investments in commodities so that the Fund’s (and the Subsidiary’s) net investments in commodities may exceed the net assets of the commodities allocation of the Fund (including
its interest in the Subsidiary). The Advisor expects that, under normal market conditions, the Fund’s net notional value (long positions minus short positions) will equal approximately 100% of the net assets of the commodities allocation of
the Fund. The Fund’s positions in commodity-related derivative instruments will be fully collateralized, which will reduce the leveraging effect of these instruments.
Swap Transactions
For
Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, MLP & Energy Opportunity Fund, Preferred Securities and Income Fund and Real Assets Fund: The
Fund may, but is not required to, use, without limit, various Swap Transactions described in this SAI and in the Fund’s Prospectus to seek to generate return, facilitate portfolio management and mitigate risks. Although the Advisor may seek to
use these kinds of transactions to further the Fund’s investment objective(s), no assurance can be given that they will achieve this result.
Swap agreements are two party over-the-counter
contracts entered into primarily by institutional investors that agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or
“swapped” between the parties are generally calculated with respect to a “notional amount,” i.e., the return on or increase in value of a particular dollar amount invested at a
particular interest rate, in a particular foreign currency, or in a “basket” of credit default swaps or securities representing a particular index. The “notional amount” of the swap agreement is only used as a basis upon
which to calculate the obligations that the parties to a swap agreement have agreed to exchange.
Swap agreements will tend to shift investment
exposure from one type of investment to another. For example, if the Fund agreed to exchange payments in U.S. dollars for payments in a foreign currency, the swap agreement would tend to decrease the Fund’s exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Depending on how they are used, swap agreements may increase or decrease the overall volatility of the Fund’s investments and its share price and yield. Caps and floors have an
effect similar to buying or writing options.
Most swap agreements entered into are cash
settled and calculate the obligations of the parties to the agreement on a “net basis.” Thus, the Fund’s current obligations (or rights) under a swap agreement generally will be equal only to the net amount to be paid or received
under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”). The Fund’s current obligations under a swap agreement will be accrued daily (offset against any amounts owed
to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the segregation of permissible liquid assets of the Fund.
Specific swap agreements include foreign
currency swaps (discussed above under “Foreign Currency Transactions and Currency Hedging Transactions”); index swaps; interest rate swaps (including interest rate locks, caps, floors and collars); credit default swaps; and total return
swaps (including equity swaps).
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Interest Rate Swap Transactions. An interest rate swap agreement involves the exchange of cash flows based on interest rate specifications and a specified principal amount,
often a fixed payment for a floating payment that is linked to an interest rate. In an interest rate cap one party receives payments at the end of each period in which a specified interest rate on a specified principal amount exceeds an agreed rate;
conversely, in an interest rate floor one party may receive payments if a specified interest rate on a specified principal amount falls below an agreed rate. Interest rate collars involve selling a cap and purchasing a floor, or vice versa, to
protect the Fund against interest rate movements exceeding given minimum or maximum levels.
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Credit Default Swap Transactions (Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund only). Credit default swap agreements and similar agreements may have as reference obligations debt securities that are or are not currently held by
the Fund. The protection “buyer” in a credit default contract may be obligated to pay the protection “seller” an upfront payment or a periodic stream of payments over the term of the contract provided generally that no credit
event on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the “par value” (full notional value) of the
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swap in
exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled.
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Total Return Swap Transactions (Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund only). In a total return or “equity” swap agreement, one party makes payments based on a set rate, either fixed or variable, while the
other party makes payments based on the return of an underlying asset, which includes both the income it generates and any capital gains. The underlying reference asset of a total return swap may include an individual security, an equity index,
loans or bonds.
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Commodity Swap Transactions (Real Assets Fund only). The Fund may invest in total return swaps to gain exposure to specific commodities or the overall commodity markets. A total return commodity swap is an agreement to make payments of the price appreciation
from a specified commodity, basket of commodities or commodity index during the specified period, in return for payments equal to a fixed or floating rate of interest or the price appreciation from another specified commodity, basket of commodities
or commodity index. Alternatively, a total return swap can be structured so that one party will make payments to the other party if the value of the relevant commodity, basket of commodities or commodity index increases, but receive payments from
the other party if the value of that commodity, basket of commodities or commodity index decreases. If the commodity swap is for one period, the Fund will pay a fixed fee, established at the outset of the swap. The Fund may enter into
exchanges for risk (“EFRs”), in which a position in a futures contract is exchanged for an over-the-counter swap, (or an over-the-counter swap is exchanged for a futures contract) with a commodity broker in accordance with exchange
rules.
|
Additional
Derivatives Transactions
Structured
Notes (Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund only).
Structured notes are privately negotiated debt obligations where the principal and/or interest is determined by reference to the performance of a benchmark asset, market or interest rate (an “embedded index”), such as selected securities
or commodities, an index of securities or commodities or specified interest rates, or the differential performance of two assets or markets. When the Fund purchases a structured note, it will make a payment of principal to the counterparty. Some
structured notes have a guaranteed repayment of principal while others place a portion (or all) of the principal at risk. The possibility of default by the counterparty or its credit provider may be greater for structured notes than for other types
of money market instruments. The terms of such structured instruments normally provide that their principal and/or interest payments are to be adjusted upwards or downwards (but not ordinarily below zero) to reflect changes in the embedded index
while the structured instruments are outstanding. As a result, the interest and/or principal payments that may be made on a structured product may vary widely, depending upon a variety of factors, including the volatility of the embedded index and
the effect of changes in the embedded index on principal and/or interest payments. The rate of return on structured notes may be determined by applying a multiplier to the performance or differential performance of the
referenced index or indexes or other assets. Application of a
multiplier involves leverage that will serve to magnify the potential for gain and the risk of loss. Structured notes may not have an active trading market.
Commodity Forward Contracts (Real Assets Fund
only). A commodity forward contract, which may be standardized and exchange-traded or customized and privately negotiated, is an agreement for one party to buy, and the other party to sell, a specific quantity of an
underlying commodity or other tangible asset for an agreed-upon price at a future date. A forward contract generally is settled by physical delivery of the commodity or other tangible asset underlying the forward contract to an agreed upon location
at a future date (rather than settled by cash) or will be rolled forward into a new forward contract. Non-deliverable forwards (“NDFs”) specify a cash payment upon maturity. NDFs are normally used when the market for physical settlement
of the currency is underdeveloped, heavily regulated or highly taxed.
Telecommunications and Media
Companies
For Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, Global Infrastructure Fund, Preferred Securities and Income Fund and Real Assets Fund: The Funds may invest in telecommunications companies, which are companies principally engaged in the development, manufacture, or sale of communications services or communications equipment or provision of
communications services, including cable television, satellite, microwave, radio, telephone and other communications media. Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund and Preferred
Securities and Income Fund may also invest in media companies, which are companies that invest in, create, own, and distribute various forms of printed, visual, audio, and interactive content, as well as information databases that they sell or lease
to others. Examples include the Internet, newspaper, magazine, and book publishers, movie and television studios, advertising agencies, radio and television broadcasters, as well as cable television and direct satellite broadcast system operators.
Risks of investing in the telecommunications and media sector includes many of the risks of investing in the utilities sector, including government regulation of rates of return and services that may be offered. Telecommunications products and
services also may be subject to rapid obsolescence resulting from changes in consumer tastes, intense competition and strong market reactions to technological development.
Utility Companies
For
Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, Global Infrastructure Fund, Preferred Securities and Income Fund, MLP & Energy Opportunity Fund and Real Assets Fund: Utility companies in which the Funds may invest generally are involved in the generation, transmission, sale or distribution of electric energy; distribution, purification and treatment of water; or production,
transmission or distribution of oil or natural gas. Global Infrastructure Fund and MLP & Energy Opportunity Fund, Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, Preferred Securities
and Income Fund and Real Assets Fund may invest significantly in securities of utility companies and may be susceptible to adverse economic or regulatory occurrences affecting that sector. Investing in the utility sector includes the following
risks:
•
|
high
interest costs in connection with capital construction and improvement programs;
|
•
|
difficulty
in raising capital in adequate amounts on reasonable terms in periods of high inflation and unsettled capital markets;
|
•
|
governmental
regulation of rates charged to customers;
|
•
|
costs
associated with compliance with and changes in environmental and other regulations;
|
•
|
effects of
economic slowdowns and surplus capacity;
|
•
|
increased
competition from other providers of utility services;
|
•
|
inexperience
with and potential losses resulting from a developing deregulatory environment;
|
•
|
costs
associated with reduced availability of certain types of fuel, occasionally reduced availability and high costs of natural gas for resale and the effects of energy conservation policies, and the potential that costs incurred by the utility, such as
the cost of fuel, change more rapidly than the rate the utility is permitted to charge its customers;
|
•
|
effects of a
national energy policy and lengthy delays and greatly increased costs and other problems associated with the design, construction, licensing, regulation and operation of nuclear facilities for electric generation, including, among other
considerations, the problems associated with the use of radioactive materials and the disposal of radioactive wastes;
|
•
|
technological innovations
that may render existing plants, equipment or products obsolete; and
|
•
|
potential
impact of terrorist activities on utility companies and their customers and the impact of natural or man-made disasters, including events such as the blackout that affected electric utility companies in many Mid-Atlantic and Midwest states in 2003.
|
Issuers in the
utility sector may be subject to regulation by various governmental authorities and may be affected by the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards. In addition, there are substantial
differences between the regulatory practices and policies of various jurisdictions, and any given regulatory agency may make major shifts in policy from time to time. There is no assurance that regulatory authorities will, in the future, grant rate
increases or that such increases will be adequate to permit the payment of dividends on preferred or common stocks. Prolonged changes in climatic conditions can also have a significant impact on both the revenues of an electric or gas utility as
well as its expenses.
Warrants and Rights
For
each Fund: Warrants are options to buy a stated number of shares of common stock at a specified price at any time during the life of the warrant. Rights represent a privilege offered to holders of record of
issued securities to subscribe (usually on a pro rata basis) for additional securities of the same class, of a different class or of a different issuer. The holders of warrants and rights have no voting rights, receive no dividends and have no
rights with respect to the assets of the issuer. The value of a warrant or right may not necessarily change with the value of the underlying securities. Warrants and rights cease to have value if they are not exercised prior to their expiration
date.
Investments in warrants and rights are thus speculative and
may result in a total loss of any money invested in their acquisition.
Disclosure of Portfolio Holdings
Each Fund has adopted policies and procedures
with respect to the disclosure of the Fund’s portfolio holdings and ongoing arrangements to make available such information to the general public and to certain persons on a selective basis. Except as noted below, the Funds do not provide
portfolio holdings to any third party until they are made available on the Cohen & Steers website at cohenandsteers.com or through some other means of public dissemination. Each Fund’s full portfolio holdings are published semi-annually in
reports sent to shareholders and such reports are made available on the Cohen & Steers website, within 60 days after the end of each semi-annual period. These semi-annual holdings are also filed with the SEC within 70 days of the end of each
semi-annual period, as part of Form N-CSR. Quarterly holdings reports are filed with the SEC within 60 days of the end of the first and third fiscal quarters, as part of Form N-Q. Form N-Q is being rescinded. Once Form N-Q is rescinded, disclosure
of a Fund’s complete holdings will be required to be made monthly on Form N-PORT no later than 30 days after the end of each month, with every third month made available to the public by the SEC 60 days after the end of the Fund’s fiscal
quarter. In addition, pursuant to policies and procedures approved by the Board of Directors of each Fund, each Fund posts a preliminary list of portfolio holdings on the website quarterly, no earlier than 15 days after the end of each calendar
quarter. One day after the full holdings have been published, employees of the Advisor or a Subadvisor (if applicable) may freely distribute them to third parties. This information remains available until a Fund files a publicly available report on
Form N-Q (or, once Form N-Q is rescinded, Form N-PORT) or Form N-CSR for the period that includes the date as of which the information is current. In addition to information on portfolio holdings, other Fund statistical information may be found on
the Cohen & Steers Funds’ website or by calling 800-330-7348.
Pursuant to the Funds’ portfolio
holdings disclosure policies and procedures, the following are exceptions to the general rule that holdings are not disclosed to third parties until posted to the website:
1. Each Fund’s portfolio holdings may be
disclosed prior to public release to certain third parties (e.g., rating and ranking organizations, financial printers, pricing information vendors and other research firms) for legitimate business purposes.
Disclosure is conditioned on receipt of a written confidentiality agreement, including an agreement not to trade on the basis of the information disclosed. The portfolio holdings may be disclosed to such third parties on an as-needed basis and such
disclosure must be authorized by the President and Chief Executive Officer, Chief Compliance Officer, secretary, assistant secretary, treasurer or assistant treasurer of the Fund after the receipt of an executed confidentiality agreement. Under
these circumstances, the Fund’s portfolio holdings may be disclosed, without limitation, to the following third parties: Bloomberg, Broadridge, Inc., Donnelley Financial Solutions, Interactive Data Corporation, Institutional Shareholder
Services, Inc., Investment Company Institute, Eze Software Group, Moody’s, S&P, Thomson Reuters, Factset, Morningstar and MSCI. The third parties listed are as of December 31, 2018 and are subject to change.
2. Each Fund’s portfolio holdings may
also be disclosed between and among each Fund’s Advisor, Subadvisors (if applicable), Distributor (as defined below), administrator, co-administrator, custodian, independent registered public accounting firm and outside legal counsel for
legitimate
business purposes within the scope of their official duties
and responsibilities, subject to their continuing duty of confidentiality and duty not to trade on the basis of any material nonpublic information, as such duties are imposed under the Code of Ethics and the Inside Information Policies and
Procedures applicable to the Advisor, Distributor and administrator, and as imposed on the other parties by agreement or under applicable laws, rules and regulations.
3. Each Fund’s Advisor, Subadvisors (if
applicable), administrator, co-administrator or custodian may, for legitimate business purposes within the scope of their official duties and responsibilities, disclose portfolio holdings to one or more broker-dealers during the course of, or in
connection with, normal day-to-day securities transactions with such broker-dealers, subject to the broker-dealer’s legal obligation not to use or disclose material nonpublic information concerning a Fund’s portfolio holdings.
4. Each Fund may provide certain information
(other than complete portfolio holdings) related to its portfolio holdings or derived from its portfolio holdings to the media so long as the Funds’ Chief Compliance Officer, or his or her designated representative, determines that the Fund
has a legitimate business purpose for disclosing the information and the dissemination cannot be reasonably seen to give the recipient of such information an advantage in trading Fund shares or in any other way harm the Fund or its shareholders.
Such information may include a small number of portfolio holdings (including information that the Fund no longer holds a particular security) or general information about the Fund’s portfolio holdings that cannot be used to determine the
Fund’s portfolio holdings or any portion thereof. Information about a security may not be released if it could reasonably be seen to interfere with the current or future purchase or sale activities of the Fund or is contrary to applicable
law.
5. Fund portfolio holdings may also
be disclosed to any person as required by applicable laws, rules and regulations. Examples of such required disclosure include, but are not limited to, disclosure (1) in a filing or submission with the SEC or another regulatory body, (2) in
connection with a lawsuit, or (3) as required by court order.
6. In certain circumstances, Cohen &
Steers may provide Fund portfolio holdings information on an accelerated basis outside of an ongoing arrangement. For example, from time to time Cohen & Steers may receive requests for proposals (“RFPs”) from consultants or potential
clients that request information about a Fund’s holdings on an accelerated basis. As long as such requests are on a one-time basis, and do not result in continued receipt of data, such information may be provided in the RFP as of the most
recent month end regardless of lag time. The RFP will include a confidentiality legend stating that the information contained in the RFP is confidential and the recipient agrees not to trade on such information. Any information will only be provided
in cases where Cohen & Steers has reason to believe that the data will be used only for legitimate business purposes.
7. Cohen & Steers occasionally may work
with a transition manager to move a large account into or out of a Fund. To reduce the impact to the Fund, such transactions may be conducted on an in-kind basis using shares of portfolio securities rather than cash. Cohen & Steers may provide
accelerated portfolio holdings disclosure to the transition manager with little or no lag time to facilitate such transactions, but only if the transition manager enters into an appropriate confidentiality agreement.
Each Fund may from time to time post portfolio
holdings on the Cohen & Steers website on a more timely basis than 15 days after calendar quarter-end if warranted by market conditions or other circumstances.
Investment Restrictions
The investment objective(s) and the principal
investment strategies and investment techniques of each Fund are described in each Fund’s Prospectus. Each Fund has also adopted certain investment restrictions limiting the following activities, except as specifically authorized.
Fundamental Policies
The following restrictions have been adopted
as fundamental policies by the Funds, as specified below. Under the 1940 Act, a fundamental policy may not be changed without the vote of a majority of the outstanding voting securities of a Fund, as defined under the 1940 Act, to mean the lesser of
(1) 67% or more of the shares present at a meeting of shareholders of a Fund, if the holders of more than 50% of the outstanding shares of that Fund are present or represented by proxy, or (2) more than 50% of the outstanding shares of a Fund.
Borrowing
For
each Fund (other than Global Realty Shares and Real Assets Fund): The Fund may not borrow money, or pledge its assets, except that the Fund may borrow money from banks for temporary or emergency purposes,
including the meeting of redemption requests which might require the untimely disposition of securities.
Borrowing in the aggregate may not exceed 15%,
and borrowing for purposes other than meeting redemptions may not exceed 5%, of the value of the Fund’s total assets (including the amount borrowed) less liabilities (not including the amount borrowed) at the time the borrowing is made.
Outstanding borrowings in excess of 5% of the value of the Fund’s total assets will be repaid before any subsequent investments are made.
For
Global Realty Shares: The Fund may not borrow money, except that it may borrow from banks to increase its holdings of portfolio securities in an amount not to exceed 30% of the value of its total assets and
may borrow for temporary or emergency purposes from banks and entities other than banks in an amount not to exceed 5% of the value of its total assets; provided that aggregate borrowing at any time may not exceed 30% of the Fund’s total
assets.
For Real Assets Fund: The Fund may borrow money to the extent permitted by the 1940 Act, which provides that the Fund may borrow from a bank provided that immediately after
any such borrowing, total assets (including the amount borrowed) less liabilities other than debt obligations represent at least 300% of outstanding debt obligations.
Senior Securities
For
each Fund (other than Realty Shares): The Fund may not issue any senior securities, except that collateral arrangements with respect to transactions such as forward contracts, futures contracts, short sales or
options, including deposits of initial and variation margin, shall not be considered to be the issuance of a senior security for purposes of this restriction.
For
Realty Shares: The Fund may not issue any senior securities, except to the extent permitted by the 1940 Act.
Underwriting
For
each Fund (other than Realty Shares): The Fund may not act as an underwriter of securities issued by other persons, except insofar as the Fund may be deemed an underwriter in connection with the disposition of
securities.
For Realty Shares: The Fund may not act as an underwriter of securities, except that the Fund may acquire restricted securities under circumstances in which, if such
securities were sold, the Fund might be deemed to be an underwriter for purposes of the Securities Act.
Real Estate
For
Global Realty Shares and Real Estate Securities Fund: The Fund may not purchase or sell real estate, except that the Fund may invest in securities of companies that deal in real estate or are engaged in the
real estate business, including REITs, and securities secured by real estate or interests therein and the Fund may hold and sell real estate acquired through default, liquidation, or other distributions of an interest in real estate as a result of
the Fund’s ownership of such securities.
For
Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, Global Infrastructure Fund, Institutional Realty Shares, International Realty Fund, MLP & Energy Opportunity Fund, Preferred Securities
and Income Fund and Real Assets Fund: The Fund may not purchase or sell real estate or mortgages on real estate, except that the Fund may invest in securities of companies that deal in real estate or are
engaged in the real estate business, including REITs, and securities secured by real estate or interests therein and the Fund may hold and sell real estate or mortgages acquired on real estate acquired through default, liquidation, or other
distributions of an interest in real estate as a result of the Fund’s ownership of such securities.
For
Realty Shares: The Fund may not purchase or sell real estate, except that the Fund may purchase securities issued by companies in the real estate industry and will, as a matter of fundamental policy,
concentrate its investments in such securities.
Commodities and Commodity Futures
Contracts:
For purposes of the
investment restrictions below, at the time of the establishment of the restriction, swap contracts on financial instruments or rates were not within the understanding of the terms “commodities” or “commodity futures
contracts,” and notwithstanding any federal legislation or regulatory action by the CFTC that subjects such swaps to regulation by the CFTC, the Funds will not consider such instruments to be commodities or commodity futures contracts for
purposes of the below restrictions.
For each Fund (other than MLP & Energy Opportunity Fund and Real Assets Fund): The Fund may not purchase or sell commodities or commodity futures contracts, except that
the Fund may invest in financial futures contracts, options thereon and similar instruments.
For
MLP & Energy Opportunity Fund: The Fund may purchase and sell commodities or commodity contracts, including futures contracts, to the maximum extent permitted by applicable law.
For
Real Assets Fund: The Fund may purchase and sell commodities to the maximum extent permitted by applicable law.
Lending
For
each Fund: The Fund may not make loans to other persons except through the lending of securities held by it (but not to exceed a value of one-third of total assets), through the use of
repurchase agreements, and by the purchase of debt
securities, all in accordance with its investment policies.
Concentration
For purposes of determining compliance with
the investment restrictions below, the Advisor uses a customized set of industry sectors for classifying securities based on classifications developed by third party providers. The set of industry sectors used by the Advisor with respect to a
particular Fund may change over time and without notice to investors, and in certain cases, may differ from the set of industry sectors used by the Advisor with respect to other Funds. In addition, to the extent that any Fund listed below invests in
securities of other open- or closed-end investment companies, including ETFs, that Fund will consider the investments of those underlying open- and closed-end investment companies, to the extent known by the Fund, in determining whether the Fund is
concentrated in a particular industry.
For Alternative Income Fund: The Fund may not invest 25% or more of its net assets in securities of issuers in any particular industry. This limitation shall exclude
securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities.
For
Global Infrastructure Fund: The Fund may not invest more than 25% of its net assets in securities of issuers in any one industry, except for securities in infrastructure companies.
For
International Realty Fund: The Fund may not invest 25% or more of its net assets in securities of issuers in any particular industry, except that the Fund will invest at least 25% of the value of its net
assets in securities of companies engaged in the real estate industry and provided that this limitation shall exclude securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities.
For
Institutional Realty Shares: The Fund may not, with the exception of the real estate industry, invest more than 25% of its total assets in any one industry or group of industries.
For
MLP & Energy Opportunity Fund: The Fund may not invest more than 25% of its total assets in securities of issuers in any one industry except that the Fund will, under normal circumstances, invest more than
25% of its assets in the energy industry and may invest to an unlimited degree in securities issued or guaranteed by the United States Government or by its agencies or instrumentalities.
For
Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund and Preferred Securities and Income Fund: The Fund may not invest 25% or more of its net assets in securities of issuers in
any particular industry, except that the Fund will invest at least 25% of the value of its net assets in securities of companies engaged in the financials sector and provided that this limitation shall exclude securities issued or guaranteed by the
U.S. Government or any of its agencies or instrumentalities.
For
Real Assets Fund: The Fund may not invest 25% or more of its net assets in securities of issuers in any particular industry, except that the Fund will invest at least 25% of the value of its net assets in
investments offering exposure to real assets, which includes commodities, natural resources, precious metals, real estate and infrastructure and provided that this limitation shall exclude securities issued or guaranteed by the U.S. Government or
any of its agencies or instrumentalities.
For
Realty Shares: The Fund may not purchase or sell real estate, except that the Fund may purchase securities issued by companies in the real estate industry and will, as a matter of fundamental policy,
concentrate its investments in such securities.
For
Global Realty Shares: The Fund will concentrate more than 25% of its net assets in securities of issuers in real estate or related industries. The Fund’s investment in companies engaged in businesses
outside the real estate industry which possess significant real estate holdings will be deemed to be in the real estate industry for purposes of its investment objective and its policy on industry concentration. This concentration policy will not
limit the Fund’s purchase of obligations issued by the U.S. government and its agencies or instrumentalities, or cash equivalents (Which will not be used to concentrate investments in a single industry other than real estate).
Additional Fundamental Policies
For
Realty Shares only: In addition to the fundamental policies noted above, Realty Shares has adopted the following investment restrictions as fundamental policies. Realty Shares may not:
1. Make short sales of securities or maintain
a short position, unless at all times when a short position is open the Fund owns an equal amount of such securities or securities convertible into or exchangeable for, without payment of any further consideration, securities of the same issue as,
and equal in amount to, the securities sold short (which sales are commonly referred to as “short sales against the box”), and unless not more than 10% of the Fund’s net assets (taken at market value) is held as collateral for such
sales at any one time.
2. Invest in
interests in oil, gas, or other mineral exploration or development programs.
3. Participate on a joint or joint and several
basis in any securities trading account.
4. Invest in companies for the purpose of
exercising control.
5. Pledge,
hypothecate, mortgage or otherwise encumber its assets, except to secure permitted borrowings.
6. Purchase securities on margin, except for
such short-term credits as may be necessary for the clearance of transactions and except for borrowings in an amount not exceeding 10% of the value of the Fund’s total assets.
Non-Fundamental Policies
The following investment restrictions have
been adopted as non-fundamental policies by the Funds, as specified below. They may be changed at any time by vote of a majority of the Board of Directors of an applicable Fund.
Other Investment Companies
For
each Fund: The Fund may not acquire or retain securities of any investment company, except that the Fund may (a) acquire securities of investment companies up to the limits permitted by Section 12(d)(1) of the
1940 Act, and (b) acquire securities of any investment company as part of a merger, consolidation or similar transaction.
Short Sales
For
each Fund (other than Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Preferred Securities and Income Fund, Real Assets Fund, Alternative Income Fund and Realty Shares): The
Fund may not make short sales whereby the dollar amount of short sales at any
one time would exceed 25% of the net assets of the Fund;
provided that the Fund maintains collateral in a segregated account consisting of cash or liquid portfolio securities with a value equal to the current market value of the shorted securities, which is marked to market daily. If the Fund owns an
equal amount of such securities or securities convertible into or exchangeable for, without payment of any further consideration, securities of the same issuer as, and equal in amount to, the securities sold short (which sales are commonly referred
to as “short sales against the box”), such restrictions shall not apply.
Options
For
each Fund (other than Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund, Real Assets Fund and Real Estate Securities
Fund): The Fund may not invest in puts, calls, straddles, spreads or any combination thereof, except that the Fund may (a) purchase put and call options on securities and securities indexes, and (b) write
covered put and call options on securities and securities indexes, provided that (i) the securities underlying such options are within the investment policies of the Fund; (ii) at the time of such investment, the value of the aggregate premiums paid
for such securities does not exceed 5% of the Fund’s total assets; and (iii) the value of the underlying securities on which options may be written at any one time does not exceed 25% of total assets.
Oil, Gas and Minerals
For
each Fund (other than Institutional Realty Shares, MLP & Energy Opportunity Fund, Alternative Income Fund, Real Assets Fund and Realty Shares): The Fund may not invest in oil, gas or other mineral
exploration programs, development programs or leases, except that the Fund may purchase securities of companies engaging in whole or in part in such activities.
Pledging, Mortgaging or Hypothecation of
Assets
For each Fund (other than Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund,
Realty Shares and Real Assets Fund): The Fund may not pledge, mortgage or hypothecate its assets except in connection with permitted borrowings. For the avoidance of doubt, the deposit or payment of initial or
variation margin in connection with futures contracts or related options will not be deemed to be a pledge, mortgage or hypothecation of assets.
Purchasing Securities on Margin
For
each Fund (other than Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund,MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund, Real Assets Fund and Realty Shares): The Fund may not purchase securities on margin, except short-term credits as are necessary for the purchase and sale of securities, provided that the deposit or payment of initial or variation margin in connection with
futures contracts or related options will not be deemed to be a purchase on margin.
Management of the Funds
The business and affairs of each Fund are
managed under the direction of its Board of Directors. Each Board of Directors approves all significant agreements between the Fund and persons or companies
furnishing services to it,
including the Fund’s agreements with its Advisor, subadvisors, administrator, co-administrator, custodian and Boston Financial Data Services, Inc. (the “Transfer Agent”). The Boards of Directors of Global Infrastructure Fund,
Global Realty Shares, International Realty Fund, Real Assets Fund and MLP & Energy Opportunity Fund also approve agreements with Cohen & Steers Asia Limited (“CNS Asia”) and Cohen & Steers UK Limited (“CNS UK”),
the investment sub-advisors for those respective Funds (each of CNS Asia and CNS UK are referred to in this SAI as a “Subadvisor” and collectively as the “Subadvisors”). The management of each Fund’s day-to-day
operations is delegated to its officers, the Advisor, the Subadvisors (if applicable), the administrator and co-administrator, and Transfer Agent, subject always to the investment objective and policies of the Fund and to the general supervision of
the Board of Directors. The Directors and officers of each Fund and their principal occupations during at least the past five years are set forth below. Each such Director and officer is also a Director or officer of some or all of the twenty one
funds in the Cohen & Steers Fund Complex.
Name,
Address(1)
and Year of Birth
|
|
Position(s)
Held
with Funds
|
|
Term
of
Office(2)
|
|
Principal
Occupation During
At Least The Past Five Years
(Including Other Directorships Held)
|
|
Number
of
Funds Within
Fund Complex
Overseen by Director
(Including the Funds)
|
|
Length
of
Time Served(3)
|
Interested
Directors(4)
|
|
|
|
|
|
|
|
|
|
|
Robert H.
Steers
|
|
Director
and Chairman
|
|
Until
Next Election of Directors
|
|
Chief
Executive Officer of 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.
|
|
21
|
|
Since
1991
|
1953
|
|
Joseph M.
Harvey
|
|
Director
|
|
Until
Next Election of Directors
|
|
President
and Chief Investment Officer of the Advisor since 2003 and President of CNS since 2004.
|
|
21
|
|
Since
2014
|
1963
|
|
Independent
Directors
|
|
|
|
|
|
|
|
|
|
|
Michael G.
Clark
|
|
Director
|
|
Until
Next Election of Directors
|
|
Chartered
Financial Analyst; From 2006 to 2011, President and Chief Executive Officer of DWS Funds and Managing Director of Deutsche Asset Management.
|
|
21
|
|
Since
2011
|
1965
|
|
George
Grossman
|
|
Director
|
|
Until
Next Election of Directors
|
|
Attorney-at-law.
|
|
21
|
|
Since
1993
|
1953
|
|
(table
continued from previous page)
Name,
Address(1)
and Year of Birth
|
|
Position(s)
Held
with Funds
|
|
Term
of
Office(2)
|
|
Principal
Occupation During
At Least The Past Five Years
(Including Other Directorships Held)
|
|
Number
of
Funds Within
Fund Complex
Overseen by Director
(Including the Funds)
|
|
Length
of
Time Served(3)
|
Dean A.
Junkans
|
|
Director
|
|
Until
Next Election of Directors
|
|
Chartered
Financial Analyst; Advisor to SigFig since July, 2018; Adjunct Professor and Executive-In-Residence, Bethel University since 2015; 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; Former member and Chair, Claritas Advisory Committee at the CFA Institute from 2013 to 2015; 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.
|
|
21
|
|
Since
2015
|
1959
|
|
Gerald J.
Maginnis
|
|
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 from 2012 to 2016; member, Council of the American Institute of Certified Public Accountants (AICPA) from 2013 to 2017; member, Board of Trustees of AICPA Foundation since 2015.
|
|
21
|
|
Since
2015
|
1955
|
|
(table
continued from previous page)
Name,
Address(1)
and Year of Birth
|
|
Position(s)
Held
with Funds
|
|
Term
of
Office(2)
|
|
Principal
Occupation During
At Least The Past Five Years
(Including Other Directorships Held)
|
|
Number
of
Funds Within
Fund Complex
Overseen by Director
(Including the Funds)
|
|
Length
of
Time Served(3)
|
Jane F.
Magpiong
|
|
Director
|
|
Until
Next Election of Directors
|
|
President,
Untap Potential since 2013; Board Member, Crespi High School from 2014 to 2017; 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.
|
|
21
|
|
Since
2015
|
1960
|
|
Daphne L.
Richards
|
|
Director
|
|
Until
Next Election of Directors
|
|
Independent
Director of Cartica Management, LLC since 2015; Member of Investment Committee of the Berkshire Taconic Community Foundation since 2015; Member of Advisory Board of Northeast Dutchess Fund since 2016; Member of the 100 Women in Finance Global
Association Board and Chair of its Advisory Council since 2012; President and CIO of Ledge Harbor Management since 2016; Previously, worked at Bessemer Trust Company from 1999 to 2014; Prior thereto, Ms. Richards held investment positions at Frank
Russell Company from 1996 to1999, Union Bank of Switzerland from 1993 to 1996; Credit Suisse from 1990 to 1993; and Hambros International Venture Capital Fund from 1988 to 1989.
|
|
21
|
|
Since
2017
|
1966
|
|
(table
continued from previous page)
Name,
Address(1)
and Year of Birth
|
|
Position(s)
Held
with Funds
|
|
Term
of
Office(2)
|
|
Principal
Occupation During
At Least The Past Five Years
(Including Other Directorships Held)
|
|
Number
of
Funds Within
Fund Complex
Overseen by Director
(Including the Funds)
|
|
Length
of
Time Served(3)
|
C. Edward Ward, Jr.
|
|
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 from 1979 to 2004.
|
|
21
|
|
Since
2004
|
1946
|
|
(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
persons,” as defined in the 1940 Act, on the basis of their affiliation with the Advisor (“Interested Directors”).
|
Each Director, other than Mses. Magpiong and
Richards and Messrs. Harvey, Junkans and Maginnis, who were appointed to the Board in October 2015, September 2017, July 2014, January 2015, and October 2015, respectively, has been a Director of the funds in the Cohen & Steers Fund Complex for
at least five years. Additional information follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each Independent Director possesses which the
Board believes has prepared him or her to be an effective Director.
•
|
Michael G.
Clark—In addition to his tenure as a Director of the Cohen & Steers funds, Mr. Clark has served as the Cohen & Steers Fund Complex’s lead Independent Director since January 2018, acting
as liaison between the Boards and the Independent Directors. Mr. Clark has also served as the Chairman of the Boards’ Dividend Committee since January 2018. Prior to becoming a Director of the Cohen & Steers funds, Mr. Clark served as
President and Chief Executive Officer of DWS Funds and Managing Director of Deutsche Asset Management for over 5 years. Prior to that, he held senior management positions at Merrill Lynch Investment Managers and Merrill Lynch Asset Management,
and prior thereto, was an auditor at Merrill Lynch & Co. and Deloitte & Touche. He has over 25 years of investment management and financial services industry experience.
|
•
|
George
Grossman—In addition to his tenure as a Director of the Cohen & Steers funds, Mr. Grossman has practiced commercial and residential real estate law, real estate development, zoning and complex
financing for over 30 years, managing his own law firm. Mr. Grossman also serves as the Chairman of the Boards’ Contract Review Committee, coordinating the information presented to the Boards in connection with the renewal of each
Fund’s management contracts as well as interacting with the independent third-party service provider.
|
•
|
Dean
A. Junkans— In addition to his tenure as a Director of the Cohen & Steers funds, Mr. Junkans has served as the Chairman of the Boards’ Governance Committee since 2018, acting as liaison
between the Boards and the Investment Company Institute. Currently, Mr. Junkans also serves as an Advisor to SigFig since July 2018. Prior to becoming a Director of the Cohen & Steers funds, Mr.
|
|
Junkans was
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. He was a member and Chair of the Claritas Advisory
Committee at the CFA Institute from 2013 to 2015, and is also a board member and Investment Committee member of Bethel University Foundation. He was a member of the Board of Governors of the University of Wisconsin Foundation, River Falls, from 1996
to 2004, and is a U.S. Army Veteran.
|
•
|
Gerald J.
Maginnis—Prior to becoming a Director of the Cohen & Steers funds, Mr. Maginnis was Partner in Charge of KPMG’s Audit Practice in Pennsylvania from 2002 to 2008, and served as KPMG’s
Philadelphia Office Managing Partner from 2006 to 2015. He served as President of the Pennsylvania Institute of Certified Public Accountants (PICPA) from 2014 to 2015, and was a member of the Council of the American Institute of Certified Public
Accounts (AICPA) from 2013 to 2017. He was a member of the Board of Directors of PICPA from 2012 to 2016 and has been a member of the Board of Trustees of the AICPA Foundation since 2015. He has previously served on the boards of several non-profit
organizations. Mr. Maginnis holds a BS from St. Joseph’s University, and is a Certified Public Accountant.
|
•
|
Jane F.
Magpiong—Prior to becoming a Director of the Cohen & Steers funds, Ms. Magpiong was President of Bank of America Private Bank from 2005 to 2008, National Head of Wealth Management at TIAA-CREF from 2008 to
2011, and Senior Managing Director of Leadership Development at TIAA-CREF from 2011 to 2013. Ms. Magpiong has over 26 years of investment management experience, and has previously served on the boards of several charitable foundations. Ms. Magpiong
holds a BA from the University of California at Santa Barbara and a Masters in Management from the University of Redlands.
|
•
|
Daphne L.
Richards—In addition to her tenure as a Director of the Cohen & Steers Funds, Ms. Richards serves as an Independent Director of Cartica Management, LLC since 2015. She is also a Member of the Investment
Committee of the Berkshire Taconic Community Foundation since 2015, a Member of the Advisory Board of Northeast Dutchess Fund since 2016, a Member of the “100 Women in Finance” Global Association Board and Chair of its Advisory Council
since 2012, and is the President and CIO of Ledge Harbor Management since 2016. Previously, Ms. Richards worked at Bessemer Trust Company from 1999 to 2014. Prior thereto, Ms. Richards held investment positions at Frank Russell Company from 1996
to1999, Union Bank of Switzerland from 1993 to 1996, Credit Suisse from 1990 to 1993, and Hambros International Venture Capital Fund from 1988 to 1989.
|
•
|
C.
Edward Ward Jr.—In addition to his tenure as a Director of the Cohen & Steers funds, Mr. Ward has over 32 years of industry experience with closed-end investment companies, previously serving as
Director of Closed-End Fund Management at the New York Stock Exchange. He also earned a Master of Business Administration degree from Harvard University and served as a trustee of a private university.
|
The Boards believe that the significance of
each Director’s experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Director may not
have the same value for another) and that these factors are
best evaluated at the board level, with no single Director, or particular factor, being indicative of board effectiveness. However, the Boards believe that Directors need to have the ability to critically review, evaluate, question and discuss
information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; the Boards believe that their members satisfy this
standard. Experience relevant to having this ability may be achieved through a Director’s educational background; business, professional training or practice (e.g., accounting or law), public service or
academic positions; experience from service as a board member (including the Boards of the Funds) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life
experiences. The charter for the Boards’ Nominating Committee contains certain other specific requirements and factors considered by the Committee in identifying and selecting Director candidates.
To assist them in evaluating matters under
federal and state law, the Directors are counseled by their own independent legal counsel, who participates in Board meetings and interacts with the Advisor, and also may benefit from information provided by the Funds’ and the Advisor’s
counsel; both Board and Fund counsel have significant experience advising funds and fund board members. Each Board and its committees have the ability to engage other experts as appropriate. Each Board evaluates its performance on an annual
basis.
Board Composition and Leadership
Structure. The 1940 Act requires that at least 40% of a Fund’s directors not be “interested persons” (as defined in the 1940 Act) of the Fund and, as such, not affiliated with the Advisor
(“Independent Directors”). To rely on certain exemptive rules under the 1940 Act, a majority of a Fund’s Directors must be Independent Directors, and for certain important matters, such as the approval of investment advisory
agreements or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent Directors. Currently, over 75% of the Fund’s Directors are Independent Directors. The Chairman of the Boards
is an interested person of the Funds, and the Independent Directors have designated a lead Independent Director who chairs meetings or executive sessions of the Independent Directors, reviews and comments on Board meeting agendas, represents the
views of the Independent Directors to management and facilitates communication among the Independent Directors and their counsel. Each Board has determined that its leadership structure, in which the Independent Directors have designated Michael G.
Clark as lead Independent Director to function as described above, is appropriate in light of the services that the Advisor and its affiliates provide to the Funds and potential conflicts of interest that could arise from these
relationships.
Officers of the
Funds. The officers of the Funds (other than Messrs. Steers and Harvey, whose biographies are provided above) their addresses, their years of birth, and their principal occupations for at least the past five years
are set forth below.
All
Funds
Name,
Address(1)
and Year of Birth
|
|
Position(s)
Held
with the Funds(2)
|
|
Principal
Occupation During at Least the Past Five Years
|
|
Length
of
Time Served(3)
|
Adam M.
Derechin
|
|
President
and Chief Executive Officer
|
|
Chief
Operating Officer of the Advisor since 2003 and prior to that, Senior Vice President of the Advisor.
|
|
2005
|
1964
|
|
Name,
Address(1)
and Year of Birth
|
|
Position(s)
Held
with the Funds(2)
|
|
Principal
Occupation During at Least the Past Five Years
|
|
Length
of
Time Served(3)
|
Dana A.
DeVivo
|
|
Secretary
and Chief Legal Officer
|
|
Senior
Vice President of the Advisor since 2019. Prior to that, Vice President of the Advisor since 2013.
|
|
2015
|
1981
|
|
James
Giallanza
|
|
Chief
Financial Officer
|
|
Executive
Vice President of the Advisor since 2014. Prior to that, Senior Vice President of the Advisor since 2006.
|
|
2006
|
1966
|
|
Lisa D.
Phelan
|
|
Chief
Compliance Officer
|
|
Executive
Vice President of the Advisor since 2015. Prior to that, Senior Vice President of the Advisor since 2008. Chief Compliance Officer of the Advisor, the Cohen & Steers funds, Cohen & Steers Asia Limited and Cohen & Steers Securities, LLC
since 2007, 2006, 2005 and 2004, respectively.
|
|
2006
|
1968
|
|
Albert
Laskaj
|
|
Treasurer
|
|
Senior
Vice President of the Advisor since 2019. Vice President of the Advisor since 2015. Prior to that, Director of Legg Mason & Co. since 2013.
|
|
2015
|
1977
|
|
Alternative Income Fund
Name,
Address(1)
and Year of Birth
|
|
Position(s)
Held
with the Funds(2)
|
|
Principal
Occupation During Past Five Years
|
|
Length
of
Time Served(3)
|
Jon
Cheigh
|
|
Vice
President
|
|
Executive
Vice President of the Advisor since 2012. Prior to that, Senior Vice President of the Advisor since 2007.
|
|
2007
|
1972
|
|
Vincent L.
Childers
|
|
Vice
President
|
|
Senior
Vice President of the Advisor since 2013. Prior to that, portfolio manager for real asset strategies at AllianceBernstein.
|
|
2013
|
1976
|
|
Tyler
Rosenlicht
|
|
Vice
President
|
|
Senior
Vice President of the Advisor since 2018. Prior to that, Vice President of the Advisor since 2015 and an Analyst of the Advisor since 2012.
|
|
2015
|
1985
|
|
William F.
Scapell
|
|
Vice
President
|
|
Executive
Vice President of the Advisor since 2014 and prior to that, Senior Vice President of the Advisor since 2003.
|
|
2003
|
1967
|
|
Elaine
Zaharis-Nikas
|
|
Vice
President
|
|
Senior
Vice President of the Advisor since 2014. Prior to that, Vice President of the Advisor since 2005.
|
|
2015
|
1973
|
|
Benjamin
Morton
|
|
Vice
President
|
|
Executive
Vice President of the Advisor since 2019. Prior to that, Senior Vice President of the Advisor since 2010 and Vice President of the Advisor since 2005.
|
|
2013
|
1974
|
|
Christopher
Rhine
|
|
Vice
President
|
|
Senior
Vice President of the Advisor since 2016. Prior to that, Vice President of the Advisor since 2012.
|
|
2017
|
1979
|
|
Global Infrastructure Fund
Name,
Address(1)
and Year of Birth
|
|
Position(s)
Held with Fund(2)
|
|
Principal
Occupation During Past Five Years
|
|
Length
of
Time Served(3)
|
Robert S.
Becker
|
|
Vice
President
|
|
Senior
Vice President of the Advisor since 2003.
|
|
2003
|
1969
|
|
Benjamin
Morton
|
|
Vice
President
|
|
Executive
Vice President of the Advisor since 2019. Prior to that, Senior Vice President of the Advisor since 2010 and Vice President of the Advisor since 2005.
|
|
2013
|
1974
|
|
Global Realty Shares and International Realty
Fund
Name,
Address(1)
and Year of Birth
|
|
Position(s)
Held with Fund(2)
|
|
Principal
Occupation During Past Five Years
|
|
Length
of
Time Served(3)
|
Jon
Cheigh
|
|
Vice
President
|
|
Executive
Vice President of the Advisor since 2012. Prior to that, Senior Vice President of the Advisor since 2007.
|
|
2007
|
1972
|
|
MLP & Energy Opportunity Fund
Name,
Address(1)
and Year of Birth
|
|
Position(s)
Held with Fund(2)
|
|
Principal
Occupation During Past Five Years
|
|
Length
of
Time Served(3)
|
Benjamin
Morton
|
|
Vice
President
|
|
Executive
Vice President of the Advisor since 2019. Prior to that, Senior Vice President of the Advisor since 2010 and Vice President of the Advisor since 2005.
|
|
2013
|
1974
|
|
Tyler
Rosenlicht
|
|
Vice
President
|
|
Senior
Vice President of the Advisor since 2018. Prior to that, Vice President of the Advisor since 2015 and an Analyst of the Advisor since 2012.
|
|
2015
|
1985
|
|
Low Duration Preferred and Income Fund and
Preferred Securities and Income Fund
Name,
Address(1)
and Year of Birth
|
|
Position(s)
Held with Fund(2)
|
|
Principal
Occupation During Past Five Years
|
|
Length
of
Time Served(3)
|
William F.
Scapell
|
|
Vice
President
|
|
Executive
Vice President of the Advisor since 2014 and prior to that Senior Vice President of the Advisor since 2003.
|
|
2003
|
1967
|
|
Elaine Zaharis-Nikas
|
|
Vice
President
|
|
Senior
Vice President of the Advisor since 2014. Prior to that, Vice President of the Advisor since 2005.
|
|
2015
|
1973
|
|
Real Assets Fund
Name,
Address(1)
and Year of Birth
|
|
Position(s)
Held with Fund(2)
|
|
Principal
Occupation During Past Five Years
|
|
Length
of
Time Served(3)
|
Vincent L.
Childers
|
|
Vice
President
|
|
Senior
Vice President of the Advisor since 2013. Prior to that, portfolio manager for real asset strategies at AllianceBernstein.
|
|
2013
|
1976
|
|
Yigal D.
Jhirad
|
|
Vice
President
|
|
Senior
Vice President of the Advisor since 2007.
|
|
2007
|
1964
|
|
Jon
Cheigh
|
|
Vice
President
|
|
Executive
Vice President of the Advisor since 2012. Prior to that, Senior Vice President of the Advisor since 2007.
|
|
2007
|
1972
|
|
Nicholas
Koutsoftas
|
|
Vice
President
|
|
Senior
Vice President of the Advisor since 2013. Prior to that, Senior Vice President, co-portfolio manager, and head of the Active Commodities strategy at GE Asset Management.
|
|
2013
|
1973
|
|
Benjamin
Ross
|
|
Vice
President
|
|
Senior
Vice President of the Advisor since 2013. Prior to that, co-portfolio manager of the Active Commodities strategy at GE Asset Management since its 2006 inception.
|
|
2013
|
1971
|
|
William F.
Scapell
|
|
Vice
President
|
|
Executive
Vice President of the Advisor since 2014 and prior to that Senior Vice President of the Advisor since 2003.
|
|
2003
|
1967
|
|
Jason
Yablon
|
|
Vice
President
|
|
Senior
Vice President of the Advisor since 2014. Prior to that, Vice President of the Advisor since 2008.
|
|
2012
|
1979
|
|
Realty Shares and Institutional Realty
Shares
Name,
Address(1)
and Year of Birth
|
|
Position(s)
Held with Fund(2)
|
|
Principal
Occupation During Past Five Years
|
|
Length
of
Time Served(3)
|
Thomas N.
Bohjalian
|
|
Vice
President
|
|
Executive
Vice President of the Advisor since 2012. Prior to that, Senior Vice President of the Advisor since 2006.
|
|
2006
|
1965
|
|
Jon
Cheigh
|
|
Vice
President
|
|
Executive
Vice President of the Advisor since 2012. Prior to that, Senior Vice President of the Advisor since 2007.
|
|
2007
|
1972
|
|
Jason
Yablon
|
|
Vice
President
|
|
Senior
Vice President of the Advisor since 2014. Prior to that, Vice President of the Advisor since 2008.
|
|
2012
|
1979
|
|
Real Estate Securities Fund
Name,
Address(1)
and Year of Birth
|
|
Position(s)
Held with Fund(2)
|
|
Principal
Occupation During Past Five Years
|
|
Length
of
Time Served(3)
|
Thomas N.
Bohjalian
|
|
Vice
President
|
|
Executive
Vice President of the Advisor since 2012. Prior to that, Senior Vice President of the Advisor since 2006.
|
|
2006
|
1965
|
|
Yigal D.
Jhirad
|
|
Vice
President
|
|
Senior
Vice President of the Advisor since 2007.
|
|
2007
|
1964
|
|
Jason
Yablon
|
|
Vice
President
|
|
Senior
Vice President of the Advisor since 2014. Prior to that, Vice President of the Advisor since 2008.
|
|
2012
|
1979
|
|
Preferred Securities and Income SMA
Shares
Name,
Address(1)
and Year of Birth
|
|
Position(s)
Held with Fund(2)
|
|
Principal
Occupation During Past Five Years
|
|
Length
of
Time Served(3)
|
William F.
Scapell
|
|
Vice
President
|
|
Executive
Vice President of the Advisor since 2014 and prior to that Senior Vice President of the Advisor since 2003.
|
|
2003
|
1967
|
|
Elaine Zaharis-Nikas
|
|
Vice
President
|
|
Senior
Vice President of the Advisor since 2014. Prior to that, Vice President of the Advisor since 2005.
|
|
2015
|
1973
|
|
(1)
|
The address
for all officers is 280 Park Avenue, New York, NY 10017.
|
(2)
|
Each
appointed by the Board of Directors and serves at the pleasure of the Board of Directors.
|
(3)
|
The length of
time served represents the year in which the officer was first appointed to any Fund in the Cohen & Steers Fund Complex.
|
All of the officers of a Fund are officers or
employees of the Advisor and its affiliates. Their affiliations with the Funds and with the Advisor are provided under their principal business occupations.
The following table provides information
concerning the dollar range of each Fund’s equity securities owned by each Director and the aggregate dollar range of securities owned in the Cohen & Steers Fund Complex, each as of December 31, 2018.
A—None
B—$1-$10,000
C—$10,001-$50,000
D—$50,001-$100,000
E—Over $100,000
|
Low
Duration
Preferred
and Income
Fund
|
|
Preferred
Securities
and
Income
SMA
Shares
|
|
Alternative
Income
Fund
|
|
Global
Infrastructure
Fund
|
|
Global
Realty
Shares
|
|
Institutional
Realty
Shares
|
|
International
Realty
Fund
|
|
MLP
&
Energy
Opportunity
Fund
|
|
Preferred
Securities
and
Income
Fund
|
|
Real
Assets
Fund
|
|
Real
Estate
Securities
Fund
|
|
Realty
Shares
|
|
Aggregate
Dollar
Range
of Equity
Securities
in the
Cohen &
Steers Fund
Complex(1)
|
Robert H.
Steers
|
A
|
|
A
|
|
E
|
|
A
|
|
A
|
|
B
|
|
A
|
|
E
|
|
A
|
|
E
|
|
A
|
|
A
|
|
E
|
Joseph M.
Harvey
|
A
|
|
A
|
|
C
|
|
A
|
|
A
|
|
E
|
|
A
|
|
A
|
|
A
|
|
E
|
|
A
|
|
A
|
|
E
|
Michael G.
Clark
|
C
|
|
A
|
|
C
|
|
C
|
|
C
|
|
A
|
|
C
|
|
C
|
|
C
|
|
C
|
|
C
|
|
A
|
|
E
|
George
Grossman
|
A
|
|
A
|
|
A
|
|
A
|
|
C
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
D
|
|
D
|
|
E
|
Dean A.
Junkans
|
E
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
D
|
|
D
|
|
A
|
|
A
|
|
D
|
|
E
|
Gerald J.
Maginnis
|
C
|
|
A
|
|
C
|
|
C
|
|
C
|
|
C
|
|
C
|
|
C
|
|
C
|
|
C
|
|
C
|
|
C
|
|
E
|
Jane F.
Magpiong
|
C
|
|
A
|
|
B
|
|
C
|
|
A
|
|
D
|
|
A
|
|
B
|
|
E
|
|
A
|
|
B
|
|
A
|
|
E
|
Daphne L.
Richards
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
D
|
|
A
|
|
A
|
|
E
|
|
E
|
Frank K.
Ross(2)
|
A
|
|
A
|
|
A
|
|
A
|
|
C
|
|
A
|
|
B
|
|
A
|
|
A
|
|
A
|
|
C
|
|
C
|
|
D
|
C. Edward Ward,
Jr.
|
B
|
|
A
|
|
C
|
|
B
|
|
B
|
|
A
|
|
C
|
|
B
|
|
B
|
|
B
|
|
C
|
|
B
|
|
D
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Aggregate dollar range includes ownership of 9 other Cohen
& Steers closed-end funds.
(2) Frank K. Ross retired
from the Board of Directors on December 31, 2018 pursuant to the Fund’s mandatory retirement policy.
Conflicts of Interest. No Independent Director and none of their immediate family members, own any securities issued by the Advisor or the Distributor, or any person or entity (other than a Fund and other funds in the Cohen & Steers Fund
Complex) directly or indirectly controlling, controlled by, or under common control with the Advisor or the Distributor.
Board’s Role in Fund
Governance
Committees. Each Fund’s Board of Directors has five standing committees, the Audit Committee, the Nominating Committee, the Contract Review Committee, the Governance Committee and the Dividend Committee. Each Committee is
composed solely of Independent Directors. All of the Independent Directors are members of the Nominating and Contract Review Committees. The members of the Governance Committees are Mses. Magpiong and Richards and Messrs. Junkans and Ward. The
members of the Audit Committees are Messrs. Clark, Grossman and Maginnis. Mr. Maginnis was elected to serve as Audit Committee Chair effective January 1, 2019. The members of the Dividend Committee are Ms. Magpiong and Messrs. Clark, Junkans and
Maginnis.
For the fiscal years ended:
(i) December 31, 2018 for each Fund other than Low Duration Preferred and Income Fund, Alternative Income Fund, Preferred Securities and Income SMA Shares, and MLP & Energy Opportunity Fund; (ii) April 30, 2019 for Low Duration Preferred and
Income Fund; (iii) February 28, 2019 for Alternative Income Fund; and (iv) November 30, 2018 for MLP & Energy Opportunity Fund, the number of committee meetings was as follows:
|
Contract
Review
Committee
|
|
Governance
Committee
|
|
Nominating
Committee
|
|
Audit
Committee
|
|
Dividend
Committee
|
Low Duration Preferred and Income
Fund
|
2
|
|
5
|
|
0
|
|
3
|
|
2
|
Alternative Income
Fund(1)
|
2
|
|
5
|
|
0
|
|
3
|
|
0
|
Global Infrastructure
Fund
|
2
|
|
5
|
|
0
|
|
3
|
|
0
|
Global Realty
Shares
|
2
|
|
5
|
|
0
|
|
3
|
|
0
|
Institutional Realty
Shares
|
2
|
|
5
|
|
0
|
|
3
|
|
0
|
International Realty
Fund
|
2
|
|
5
|
|
0
|
|
3
|
|
0
|
MLP & Energy Opportunity
Fund
|
2
|
|
5
|
|
0
|
|
3
|
|
0
|
Preferred Securities and Income
Fund
|
2
|
|
5
|
|
0
|
|
3
|
|
2
|
Real Assets
Fund
|
2
|
|
5
|
|
0
|
|
3
|
|
0
|
Real Estate Securities
Fund
|
2
|
|
5
|
|
0
|
|
3
|
|
0
|
Realty
Shares
|
2
|
|
5
|
|
0
|
|
3
|
|
0
|
Preferred Securities and Income SMA
Shares(2)
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
(1) Effective July 1, 2019, the fiscal year end for
Alternative Income Fund is October 31.
(2) The Fund is
newly organized and commenced operations on March 1, 2019.
The function of each Audit Committee is to
assist the Board of Directors in its oversight of the Fund’s financial reporting process. The functions of each Nominating Committee are to identify individuals qualified to become members of the Board of Directors in the event that a position
is vacated or created, to select the Director nominees for any future meeting of shareholders and to set any necessary standards or qualifications for service on the Board of Directors. Each Nominating Committee will consider nominees properly
recommended by the Fund’s shareholders. Shareholders who wish to recommend a nominee should send nominations that include, among other things, biographical data and the qualifications of the proposed nominee to their Fund’s Secretary.
The main functions of the Contract Review Committee are to make recommendations to the Board of Directors after reviewing advisory and other contracts that the Fund has with the Advisor and Subadvisors (if applicable) and to select third parties to
provide evaluative reports and other information regarding
the services provided by the Advisor to the Board. The main
function of each Governance Committee is to assist the Board in the oversight of appropriate and effective governance of the Fund. Each Governance Committee will oversee, among other things, the structure and composition of the Board committees, the
size of the Board and the compensation of Independent Directors for service on the Board and any Board committee. The main function of each Dividend Committee is to assist the Board in the oversight of the Funds’ process for determining
distributions.
Board’s Oversight
Role in Management. Each Board’s role in management of each Fund is oversight. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Funds,
primarily the Advisor and its affiliates, are responsible for the day-to-day management of the Funds, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and
counterparty credit risk, compliance risk and operational risk). As part of its oversight, each Board, acting at its scheduled meetings, or the lead Independent Director, acting between Board meetings, regularly interacts with and receives reports
from senior personnel of service providers, including the Fund’s and the Advisor’s Chief Compliance Officer and portfolio management personnel. Each Board’s Audit Committee meets during its scheduled meetings, and between meetings
the audit committee chair maintains contact with the Fund’s independent registered public accounting firm and the Fund’s Treasurer and Chief Financial Officer. Each Board also receives periodic presentations from senior personnel of the
Advisor or its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas such as business continuity, anti-money laundering, personal trading, valuation, credit,
investment research and securities lending. Each Board has adopted policies and procedures designed to address certain risks to the Funds. In addition, the Advisor and certain service providers to the Funds have adopted a variety of policies,
procedures and controls designed to address particular risks to the Funds. However, it is not possible to eliminate all of the risks to the Funds. Each Board also receives reports from counsel to the Funds and the Advisor and the Board’s own
independent legal counsel regarding regulatory compliance and governance matters. Each Board’s oversight role does not make the Board a guarantor of the Fund’s investments or activities.
Compensation of Directors and Certain
Officers
The following table sets forth information
regarding compensation of the Directors and certain officers by the Funds as of the date of this SAI for the calendar year ended December 31, 2018. Officers of the Funds and Interested Directors do not receive any compensation from any Fund or any
other fund in the Cohen & Steers Fund Complex, except for the Chief Compliance Officer, who receives less than $60,000 from any one Fund, except Preferred Securities and Income Fund. The Independent Directors are paid an annual base retainer of
$149,500, paid quarterly, and a $10,000 per meeting fee per quarter ($40,000 annually). Such fees are allocated over the Cohen & Steers Fund Complex based on average net assets of each fund. Independent Directors are also reimbursed their
out-of-pocket expenses in connection with attendance at Board and Committee meetings. The Audit Committee Chairman is paid $25,000 per year in the aggregate for his service as Chairman of the Audit Committees of the Cohen & Steers Fund Complex,
and the Contract Review and Governance Committee Chairman are each paid $20,000 per year in the aggregate for their work in connection with the Cohen & Steers Fund Complex. The Chairman of the Dividend Committee is not paid. The
Nominating Committee Chairperson is paid $20,000 per year, to
the extent a Board seat will be filled in that year and potential Board candidates are being interviewed and considered, for his work in connection with the Cohen & Steers Fund Complex. The Lead Independent Director is paid $50,000 per year in
the aggregate for his service as lead Independent Director of the Cohen & Steers Fund Complex. Directors also may be paid additional compensation for services related to the Board or its committees, as approved by the Board. The column headed
“Total Compensation Paid to Director or Officer by Fund Complex,” represents the compensation paid by the twenty-one funds that each Director served in the Fund Complex during the calendar year ended December 31, 2018. The Directors do
not receive any pension or retirement benefits from the Cohen & Steers Fund Complex.
Name
of Person,
Position
|
|
Low
Duration
Preferred
and
Income
Fund
|
|
Preferred
Securities
and
Income
SMA
Shares(3)
|
|
Alternative
Income
Fund
|
|
Global
Infrastructure
Fund
|
|
Global
Realty
Shares
|
|
Institutional
Global
Realty
Shares(2)
|
|
Active
Commodities
Strategy
Fund(7)
|
|
Institutional
Realty
Shares
|
|
International
Realty
Fund
|
|
MLP
&
Energy
Opportunity
Fund
|
|
Preferred
Securities
and
Income
Fund
|
|
Real
Assets
Fund
|
|
Real
Estate
Securities
Fund
|
|
Realty
Shares
|
|
Total
Compensation
Paid to
Director or
Officer by
Fund
Complex(1)
|
Michael G. Clark, Director, Lead Independent Director,(5)
Dividend Committee Chairman and
Nominating Committee
Chairman
|
|
$10,114
|
|
N/A
|
|
$764
|
|
$2,358
|
|
$8,928
|
|
$998
|
|
$0.15
|
|
$22,727
|
|
$5,455
|
|
$1,135
|
|
$60,211
|
|
$1,304
|
|
$35,769
|
|
$34,116
|
|
$239,500
|
George Grossman,
Director and Contract Review Committee
Chairman
|
|
$8,847
|
|
N/A
|
|
$668
|
|
$2,063
|
|
$7,810
|
|
$873
|
|
$0
|
|
$19,880
|
|
$4,771
|
|
$993
|
|
$52,669
|
|
$1,140
|
|
$31,289
|
|
$29,843
|
|
$209,500
|
Joseph M. Harvey,(4)
Director and
President
|
|
$0
|
|
N/A
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
Dean A. Junkans,
Director and Governance Committee
Chairman(5)
|
|
$8,847
|
|
N/A
|
|
$668
|
|
$2,063
|
|
$7,810
|
|
$873
|
|
$0.37
|
|
$19,880
|
|
$4,771
|
|
$993
|
|
$52,669
|
|
$1,140
|
|
$31,289
|
|
$29,843
|
|
$209,500
|
Gerald J. Maginnis,
Director
|
|
$8,002
|
|
N/A
|
|
$604
|
|
$1,866
|
|
$7,064
|
|
$790
|
|
$34.80
|
|
$17,982
|
|
$4,316
|
|
$898
|
|
$47,641
|
|
$1,032
|
|
$28,302
|
|
$26,994
|
|
$189,500
|
Jane F. Magpiong,
Director
|
|
$8,002
|
|
N/A
|
|
$604
|
|
$1,866
|
|
$7,064
|
|
$790
|
|
$0.47
|
|
$17,982
|
|
$4,316
|
|
$898
|
|
$47,641
|
|
$1,032
|
|
$28,302
|
|
$26,994
|
|
$189,500
|
Name
of Person,
Position
|
|
Low
Duration
Preferred
and
Income
Fund
|
|
Preferred
Securities
and
Income
SMA
Shares(3)
|
|
Alternative
Income
Fund
|
|
Global
Infrastructure
Fund
|
|
Global
Realty
Shares
|
|
Institutional
Global
Realty
Shares(2)
|
|
Active
Commodities
Strategy
Fund(7)
|
|
Institutional
Realty
Shares
|
|
International
Realty
Fund
|
|
MLP
&
Energy
Opportunity
Fund
|
|
Preferred
Securities
and
Income
Fund
|
|
Real
Assets
Fund
|
|
Real
Estate
Securities
Fund
|
|
Realty
Shares
|
|
Total
Compensation
Paid to
Director or
Officer by
Fund
Complex(1)
|
Daphne L. Richards,
Director
|
|
$8,002
|
|
N/A
|
|
$604
|
|
$1,866
|
|
$7,064
|
|
$790
|
|
$0.11
|
|
$17,982
|
|
$4,316
|
|
$898
|
|
$47,641
|
|
$1,032
|
|
$28,302
|
|
$26,994
|
|
$189,500
|
Frank Ross,
Director and Audit Committee
Chairman(6)
|
|
$9,058
|
|
N/A
|
|
$684
|
|
$2,112
|
|
$7,996
|
|
$894
|
|
$0.26
|
|
$20,354
|
|
$4,885
|
|
$1,016
|
|
$53,926
|
|
$1,168
|
|
$32,035
|
|
$30,555
|
|
$214,500
|
Robert H. Steers,(4)
Director and
Chairman
|
|
$0
|
|
N/A
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
C. Edward Ward Jr.,
Director
|
|
$8,002
|
|
N/A
|
|
$604
|
|
$1,866
|
|
$7,064
|
|
$790
|
|
$0.01
|
|
$17,982
|
|
$4,316
|
|
$898
|
|
$47,641
|
|
$1,032
|
|
$28,302
|
|
$26,994
|
|
$189,500
|
Lisa Phelan,
Chief Compliance
Officer
|
|
$14,471
|
|
N/A
|
|
$1,149
|
|
$3,324
|
|
$13,146
|
|
$0
|
|
$25.94
|
|
$32,400
|
|
$7,615
|
|
$1,678
|
|
$82,320
|
|
$1,794
|
|
$51,488
|
|
$48,203
|
|
$362,500
|
(1)
|
Total
Compensation includes compensation paid by 9 other Cohen & Steers closed-end funds.
|
(2)
|
Effective
March 23, 2018, Institutional Global Realty Shares, Inc. was reorganized into Global Realty Shares, Inc.
|
(3)
|
The Fund is
newly organized and commenced operations on March 1, 2019.
|
(4)
|
Interested
Director.
|
(5)
|
Role assumed
January 1, 2018.
|
(6)
|
Frank K. Ross
retired from the Board of Directors on December 31, 2018 pursuant to the Funds’ mandatory retirement policy.
|
(7)
|
Active
Commodities Strategy Fund, Inc. was liquidated on April 13, 2018.
|
|
|
Principal Holders of Securities
A principal shareholder is any person who
owns (either of record or beneficially) 5% or more of any class of outstanding shares of a Fund. A person who beneficially owns, either directly or indirectly, more than 25% of the voting securities of a Fund or acknowledges the existence of such
control may be presumed to control the Fund. A control person could potentially control the outcome of any proposal submitted to the shareholders for approval, including changes to a Fund’s fundamental policies or terms of the investment
advisory agreement with the Advisor. Certain of the investors below are believed to hold the indicated shares as nominee.
Additionally, the Advisor or an affiliate of
the Advisor (the “seed investor”) may provide initial funding to or otherwise invest in a Fund. A seed investor may redeem its investment in a Fund at any time and without prior notice, which could adversely affect a Fund and its
shareholders, such as by causing the Fund to realize taxable gains that will be distributed to other shareholders, and increasing Fund transaction costs and expense ratios.
As of the dates indicated below, the following
principal holders owned 5% or more of a Class of shares of each Fund. Such ownership may be beneficially held by individuals or entities other than the owner listed.
Real Assets Fund (as of
July 31, 2019)
Name
and Address
|
|
Fund
Classes
|
|
Percentage
of
Total Shares Held
|
Morgan Stanley Smith Barney
For the Exclusive Benefit of its Customers
1 New York Plaza
Floor 12
New York, NY
10004-1965
|
|
A
C
I
R
|
|
24.63%
7.73%
7.48%
23.48%
|
|
|
|
|
|
UBS WM USA
SPEC CDY A/C EBOC UBSFSI
OMNI ACCOUNT M/F
1000 Harbor BLVD Fl 5
Weehawken, NJ
07086-6761
|
|
A
C
I
R
|
|
20.04%
41.62%
14.49%
76.51%
|
|
|
|
|
|
Merrill Lynch
For Exclusive Benefit of Our Customers
4800 Deer Lake Dr. East
2nd Floor
Jacksonville, FL
32246-6484
|
|
A
C
I
|
|
6.66%
40.19%
17.76%
|
|
|
|
|
|
Charles Schwab & Co Inc.
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco, CA
94101-4151
|
|
A
I
|
|
13.92%
24.64%
|
|
|
|
|
|
PIMS/Prudential Retirement
As Nominee For The TTEE/CUST PL 763
Archer & Greiner
One Centennial Sq
Haddonfield, NJ
08033-2454
|
|
Z
|
|
42.40%
|
|
|
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ
07399-0002
|
|
A
|
|
8.74%
|
Name
and Address
|
|
Fund
Classes
|
|
Percentage
of
Total Shares Held
|
|
|
|
|
|
Charles Schwab & Co Inc
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA
94105-1905
|
|
A
|
|
14.03%
|
|
|
|
|
|
Reliance Trust Company FBO
Prime Buch
P.O. Box 48529
Atlanta, GA
30362-1529
|
|
Z
|
|
54.27%
|
|
|
|
|
|
Alternative Income Fund (as of July 31,
2019)
Name
and Address
|
|
Fund
Classes
|
|
Percentage
of
Total Shares Held
|
Charles Schwab & Co., Inc.
Reinvest Account
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA
94101-4151
|
|
I
|
|
66.55%
|
|
|
|
|
|
Cohen & Steers Capital Management Inc.
Attn: Jim McAdams
280 Park Avenue, Fl 10
New York, NY
10017-1216
|
|
R
Z
|
|
6.47%
100.00%
|
|
|
|
|
|
Wells Fargo Clearing Services
For Exclusive Benefit of Our Customer
2801 Market Street
St. Louis, MO
63103
|
|
A
C
|
|
8.16%
9.92%
|
|
|
|
|
|
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA 94105-1905
|
|
C
|
|
15.76%
|
Name
and Address
|
|
Fund
Classes
|
|
Percentage
of
Total Shares Held
|
|
|
|
|
|
Merrill Lynch
For Exclusive Benefit of Our Customers
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL
32246-6484
|
|
A
C
I
|
|
26.43%
52.64%
9.66%
|
|
|
|
|
|
Morgan Stanley Smith Barney
For the Exclusive Benefit of its Customers
1 New York Plaza
Floor 12
New York, NY
10004-1965
|
|
A
|
|
5.31%
|
|
|
|
|
|
UBS WM USA
Omni Account M/F
1000 Harbor Blvd. Fl 5
Weehawken, NJ
07086-6761
|
|
A
C
I
R
|
|
7.60%
11.07%
8.95%
93.53%
|
|
|
|
|
|
Global Infrastructure Fund (as of July 31,
2019)
Name
and Address
|
|
Fund
Classes
|
|
Percentage
of
Total Shares Held
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ
07399-0002
|
|
A
|
|
6.93%
|
|
|
|
|
|
Charles Schwab & Co., Inc.
Reinvest Account
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA
94101-4151
|
|
A
I
|
|
10.72%
24.61%
|
|
|
|
|
|
Merrill Lynch
For Exclusive Benefit of Our Customers
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL
32246-6484
|
|
A
C
I
|
|
18.00%
19.30%
11.98%
|
Name
and Address
|
|
Fund
Classes
|
|
Percentage
of
Total Shares Held
|
|
|
|
|
|
UBS WM USA
Omni Account M/F
100 Harbor Blvd., Fl 5
Weehawken, NJ
07086-6761
|
|
C
|
|
23.83%
|
|
|
|
|
|
Wells Fargo Clearing Services
For Exclusive Benefit of Our Customers
2801 Market Street
St. Louis, MO
63103-2523
|
|
A
C
|
|
7.44%
6.83%
|
|
|
|
|
|
Morgan Stanley Smith Barney
For the Exclusive Benefit of its Customers
1 New York Plaza
Floor 12
New York, NY
10004-1965
|
|
A
C
|
|
11.53%
29.20%
|
|
|
|
|
|
National Financial Services LLC
499 Washington Blvd
Jersey City, NJ
07310-1995
|
|
I
|
|
10.96%
|
|
|
|
|
|
Cohen & Steers Capital Management Inc.
Attn: Jim McAdams
280 Park Avenue, Fl 10
New York, NY
10017-1216
|
|
R
Z
|
|
92.91%
100.00%
|
|
|
|
|
|
Raymond
James
Omnibus for Mutual Funds
880 Carillon Pkwy
St. Petersburg, FL 33716-1100
|
|
A
|
|
6.12%
|
|
|
|
|
|
PAI
Trust Company, Inc.
Natalie Warnert LLC 401(K) P/S Plan
1300 Enterprise Drive
De Pere, WI 54115-4934
|
|
R
|
|
7.09%
|
|
|
|
|
|
Global Realty Shares (as of
July 31, 2019)
Name
and Address
|
|
Fund
Classes
|
|
Percentage
of
Total Shares Held
|
Charles Schwab & Co., Inc.
Reinvest Account
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA
94101-4151
|
|
A
I
|
|
40.68%
16.17%
|
|
|
|
|
|
Merrill Lynch
For Exclusive Benefit of Our Customers
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL
32246-6484
|
|
A
C
I
|
|
8.25%
23.58%
7.84%
|
|
|
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ
07399-0002
|
|
I
|
|
8.09%
|
|
|
|
|
|
Morgan Stanley Smith Barney
For the Exclusive Benefit of its Customers
1 New York Plaza
Floor 12
New York, NY
10004-1965
|
|
A
C
I
R
|
|
10.62%
26.38%
8.17%
12.15%
|
|
|
|
|
|
Wells Fargo Clearing Services
For Exclusive Benefit of Our Customers
2801 Market Street
St. Louis, MO
63103
|
|
A
C
|
|
6.51%
14.58%
|
|
|
|
|
|
UBS WM USA
Omni Account M/F
Attn: Department Manager
1000 Harbor Blvd., Fl. 5
Weehawken, NJ
07086-6761
|
|
C
R
|
|
10.01%
10.57%
|
|
|
|
|
|
FIIOC FBO
Into North America Inc. 401k Plan
100 Magellan Way #KW1C
Covington, KY
41015-1987
|
|
R
|
|
16.27%
|
Name
and Address
|
|
Fund
Classes
|
|
Percentage
of
Total Shares Held
|
|
|
|
|
|
Matrix Trust Company Custodian FBO
Kuerth’s Disposal, Inc. 401(k) Plan
717 17th Street, Suite 1300
Denver, CO
80202-3304
|
|
R
|
|
13.05%
|
|
|
|
|
|
Comerica Bank
FBO LIVONIACOHENMF
P.O. Box 75000
Mail Code 3446
Detroit, MI
48275-0001
|
|
Z
|
|
41.86%
|
|
|
|
|
|
Ascensus Trust Company
Inglewood Physical Therapy, P.S 401
P.O. Box 10758
Fargo, ND
58106-0758
|
|
R
|
|
12.76%
|
|
|
|
|
|
Ascensus Trust Company
Tejas Research & Engineering 401(K)
P.O. Box 10758
Fargo, ND
58106-0758
|
|
R
|
|
7.28%
|
|
|
|
|
|
Ascensus Trust Company
Advanced Women’s Healthcare, P.A.4
P.O. Box 10758
Fargo, ND
58106-0758
|
|
R
|
|
9.80%
|
|
|
|
|
|
Ascensus Trust Company
Main line Dermatology 401(K)
P.O. Box 10577
Fargo, ND
58106-0577
|
|
Z
|
|
5.03%
|
|
|
|
|
|
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ
07310-1995
|
|
Z
|
|
33.92%
|
Name
and Address
|
|
Fund
Classes
|
|
Percentage
of
Total Shares Held
|
|
|
|
|
|
Raymond
James
Omnibus for Mutual Funds
880 Carillon Pkwy
St. Petersburg, FL 33716-1100
|
|
C
|
|
11.76%
|
|
|
|
|
|
Institutional Realty Shares (as of July 31,
2019)
Name
and Address
|
|
Fund
Classes
|
|
Percentage
of
Total Shares Held
|
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ
07310-1995
|
|
N/A
|
|
12.22%
|
|
|
|
|
|
Charles Schwab & Co., Inc.
Reinvest Account
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA
94101-4151
|
|
N/A
|
|
36.68%
|
|
|
|
|
|
International Realty Fund (as of July 31,
2019)
Name
and Address
|
|
Fund
Classes
|
|
Percentage
of
Total Shares Held
|
Merrill Lynch
For Exclusive Benefit of Our Customers
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL
32246-6484
|
|
A
C
|
|
14.18%
28.19%
|
|
|
|
|
|
Charles Schwab & Co., Inc.
Reinvest Account
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA
94101-4151
|
|
A
I
|
|
12.88%
72.04%
|
|
|
|
|
|
Morgan Stanley Smith Barney
For the Exclusive Benefit of its Customers
1 New York Plaza
Floor 12
New York, NY 10004-1965
|
|
A
C
|
|
19.18%
26.65%
|
Name
and Address
|
|
Fund
Classes
|
|
Percentage
of
Total Shares Held
|
|
|
|
|
|
UBS WM USA
Omni Account M/F
1000 Harbor Blvd., Fl. 5
Weehawken, NJ
07086-6761
|
|
A
C
R
|
|
7.67%
5.86%
80.52%
|
|
|
|
|
|
Wells Fargo Clearing Services
For Exclusive Benefit of our Customers
2801 Market Street
St. Louis, MO
63103
|
|
A
C
|
|
9.12%
15.87%
|
|
|
|
|
|
Cohen & Steers Capital Management Inc.
Attn: Jim McAdams
280 Park Avenue, Fl 10
New York, NY
10017-1216
|
|
R
|
|
19.48%
|
|
|
|
|
|
SEI Private Trust Company
C/O ID 243
Attn: Mutual Funds
One Freedom Valley Drive
Oaks, PA
19456-9989
|
|
Z
|
|
94.51%
|
|
|
|
|
|
Preferred Securities and Income Fund (as of
July 31, 2019)
Name
and Address
|
|
Fund
Classes
|
|
Percentage
of
Total Shares Held
|
Merrill Lynch
For Exclusive Benefit of Our Customers
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL
32246-6484
|
|
A
C
I
|
|
13.85%
29.03%
22.72%
|
|
|
|
|
|
Charles Schwab & Co., Inc.
Reinvest Account
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94101-4151
|
|
A
I
Z
|
|
27.45%
12.85%
5.79%
|
Name
and Address
|
|
Fund
Classes
|
|
Percentage
of
Total Shares Held
|
|
|
|
|
|
Wells Fargo Clearing Services
For Exclusive Benefit of Our Customers
2801 Market Street
St. Louis, MO
63103
|
|
A
C
I
|
|
9.05%
16.96%
8.08%
|
|
|
|
|
|
UBS WM USA
Omni Account M/F
1000 Harbor Blvd., Fl. 5
Weehawken, NJ
07086-6761
|
|
C
I
R
|
|
9.68%
6.75%
82.02%
|
|
|
|
|
|
Morgan Stanley Smith Barney
For the Exclusive Benefit of its Customers
1 New York Plaza
Floor 12
New York, NY
10004-1965
|
|
A
C
I
R
|
|
7.14%
18.26%
10.13%
12.19%
|
|
|
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ
07399-0002
|
|
Z
|
|
6.73%
|
|
|
|
|
|
JP Morgan Securities LLC
Omnibus for the Exclusives Benefits of Customers Mutual Fund Department
4 Chase Metrotech Center, Floor 3
Brooklyn, NY
11245-0003
|
|
F
|
|
93.74%
|
|
|
|
|
|
TD Ameritrade Clearing, Inc.
For the Exclusive Benefit of Our Customers
P.O. Box 2226
Omaha, NE
68103-2226
|
|
I
Z
|
|
5.09%
31.69%
|
|
|
|
|
|
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Fund
211 Main Street
San Francisco, CA
94105-1905
|
|
Z
|
|
27.76%
|
|
|
|
|
|
Real Estate Securities Fund
(as of July 31, 2019)
Name
and Address
|
|
Fund
Classes
|
|
Percentage
of
Total Shares Held
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ
07399-0002
|
|
C
I
|
|
6.42%
24.27%
|
|
|
|
|
|
Merrill Lynch
For Exclusive Benefit of Our Customers
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL
32246-6484
|
|
A
C
I
Z
|
|
9.17%
19.05%
6.24%
5.88%
|
|
|
|
|
|
Morgan Stanley Smith Barney
For the Exclusive Benefit of its Customers
1 New York Plaza
Floor 12
New York, NY
10004-1965
|
|
A
C
I
|
|
5.10%
13.75%
7.86%
|
|
|
|
|
|
Wells Fargo Clearing Services
For Exclusive Benefit of Our Customers
2801 Market Street
St. Louis, MO
63103
|
|
A
C
I
|
|
5.69%
26.21%
6.56%
|
|
|
|
|
|
UBS WM USA
Omni Account M/F
1000 Harbor Blvd., Fl. 5
Weehawken, NJ
07086-6761
|
|
C
I
|
|
6.81%
5.28%
|
|
|
|
|
|
Charles Schwab & Co., Inc.
Reinvest Account
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA
94101-4151
|
|
A
I
|
|
11.31%
16.48%
|
|
|
|
|
|
Nationwide Life Insurance Company
DCVA
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
|
|
A
|
|
8.37%
|
Name
and Address
|
|
Fund
Classes
|
|
Percentage
of
Total Shares Held
|
|
|
|
|
|
Great-West Trust Company LLC
FBO Employee Benefits Clients 401K
8515 East Orchard Road 2T2
Greenwood Village, CO
80111-5002
|
|
R
Z
|
|
10.90%
7.89%
|
|
|
|
|
|
State Street Bank & Trust
As Trustee and/or Custodian
FBO ADP Access Product
1 Lincoln Street
Boston, MA
02111-2900
|
|
R
|
|
5.35%
|
|
|
|
|
|
National Financial Services LLC
499 Washington Blvd
Jersey City, NJ
07310-1995
|
|
Z
|
|
20.34%
|
|
|
|
|
|
JP Morgan Securities LLC
Omnibus for the Exclusives Benefits of Customers Mutual Fund Department
4 Chase Metrotech Center, Floor 3
Brooklyn, NY
11245-0003
|
|
F
|
|
95.17%
|
|
|
|
|
|
DCGT as TTEE and/or Custodian
FBO PLIC Various Retirement Plans Omnibus
Attn: NPIO Trade Desk
711 High Street
Des Moines, IA
50392-0001
|
|
R
|
|
12.85%
|
|
|
|
|
|
Voya Retirement Insurance and Annuity Company
1 Orange Way
Windsor, CT
06095-4773
|
|
R
|
|
8.59%
|
|
|
|
|
|
Nationwide Life Insurance Company
NACO
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH
43218-2029
|
|
A
|
|
5.95%
|
|
|
|
|
|
Realty Shares (as of July
31, 2019)
Name
and Address
|
|
Fund
Classes
|
|
Percentage
of
Total Shares Held
|
Wells Fargo Clearing Services
For Exclusive Benefit of Our Customers
2801 Market Street
St. Louis, MO
63103
|
|
L
|
|
10.20%
|
|
|
|
|
|
Charles Schwab & Co., Inc.
Reinvest Account
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA
94101-4151
|
|
A
L
|
|
36.21%
30.26%
|
|
|
|
|
|
National Financial Services LLC
499 Washington Blvd
Jersey City, NJ
07310-1995
|
|
L
|
|
8.42%
|
|
|
|
|
|
Cohen & Steers Capital Management Inc.
Attn: Jim McAdams
280 Park Avenue, Fl 10
New York, NY
10017-1216
|
|
A
C
R
Z
|
|
36.44%
65.11%
100.00%
100.00%
|
|
|
|
|
|
American
Enterprise Inv. Svcs
A/C 1433-6621
901 South 3rd Avenue
Minneapolis, MN 55402-3367
|
|
A
|
|
27.35%
|
|
|
|
|
|
Stifel,
Nicholas & Co, Inc.
A/C 8919-5202
Marilyn A. Alger IRA
501 North Broadway
St. Louis, MO 63102-2137
|
|
C
|
|
34.89%
|
|
|
|
|
|
UBS
WM USA
Omni Account M/F
1000 Harbor Blvd.
Weehawken, NJ 07086-6761
|
|
I
|
|
99.60%
|
|
|
|
|
|
MLP & Energy
Opportunity Fund (as of July 31, 2019)
Name
and Address
|
|
Fund
Classes
|
|
Percentage
of
Total Shares Held
|
Charles Schwab & Co., Inc.
Reinvest Account
Attn: Mutual Funds
211 Main Street
San Francisco, CA
94105-1905
|
|
A
I
|
|
27.69%
30.41%
|
|
|
|
|
|
Merrill Lynch
For the Sole Benefit of Our Customers
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL
32246-6484
|
|
A
C
I
|
|
9.88%
24.90%
11.02%
|
|
|
|
|
|
Morgan Stanley Smith Barney
For the Exclusive Benefit of its Customers
1 New York Plaza
Floor 12
New York, NY
10004-1965
|
|
A
C
I
|
|
9.87%
44.05%
18.41%
|
|
|
|
|
|
National Financial Services LLC
499 Washington Blvd
Jersey City, NJ
07310-1995
|
|
R
Z
|
|
38.41%
49.35%
|
|
|
|
|
|
TD Ameritrade Inc.
For the Exclusive Benefit of Our Customers
P.O. Box 2226
Omaha, NE
68103-2226
|
|
Z
|
|
31.65%
|
|
|
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ
07399-0002
|
|
A
|
|
6.60%
|
|
|
|
|
|
UBS WM USA
OMNI ACCOUNT M/F
1000 Harbor BLVD Fl 5
Wehawken, NJ
07086-6761
|
|
A
C
I
R
|
|
28.51%
19.20%
9.87%
10.12%
|
|
|
|
|
|
Low Duration Preferred and
Income Fund (as of July 31, 2019)
Name
and Address
|
|
Fund
Classes
|
|
Percentage
of
Total Shares Held
|
Morgan Stanley Smith Barney
For the Exclusive Benefit to its Customers
1 New York Plaza
Floor 12
New York, NY
10004-1965
|
|
A
C
I
R
|
|
14.79%
16.51%
15.36%
81.93%
|
|
|
|
|
|
UBS WM USA
OMNI ACCOUNT M/F
1000 Harbor Blvd., Fl 5
Wehawken, NJ
07086-6761
|
|
A
C
I
R
|
|
10.07%
14.20%
10.28%
18.07%
|
|
|
|
|
|
Charles Schwab & Co Inc.
Special Custody A/C FBO Customers
Attn Mutual Funds
211 Main Street
San Francisco, CA
94105-1905
|
|
A
I
|
|
14.84%
7.83%
|
|
|
|
|
|
Cohen & Steers Capital Management, Inc.
Attn: Jim McAdams
280 Park Avenue, Fl 10
New York, NY
10017-1216
|
|
Z
|
|
16.83%
|
|
|
|
|
|
Merrill Lynch
For Exclusive Benefit of Our Customers
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL
32246-6484
|
|
A
C
I
|
|
26.98%
33.53%
23.58%
|
|
|
|
|
|
Wells Fargo Clearing Services
For Exclusive Benefit of Our Customers
2801 Market Street
St. Louis, MO
63103
|
|
A
C
I
|
|
7.14%
15.40%
8.51%
|
|
|
|
|
|
Raymond James
Omnibus for Mutual Funds
880 Carillon Pkwy
St. Petersburg, FL
33716-1100
|
|
C
|
|
8.09%
|
Name
and Address
|
|
Fund
Classes
|
|
Percentage
of
Total Shares Held
|
|
|
|
|
|
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA
94104-4151
|
|
A
|
|
6.60%
|
|
|
|
|
|
TD Ameritrade Inc.
FBO Neil B. Wade & Cheryl Terrance JT
TEN
503 Hamline Street
Grand Forks, ND
58203-2811
|
|
Z
|
|
19.44%
|
|
|
|
|
|
TD Ameritrade Inc.
FBO Eric Smits and Melissa Smits TEN ENT
4707 N. Crestridge Road
Toledo, OH
43623-1015
|
|
Z
|
|
8.40%
|
|
|
|
|
|
TD Ameritrade Inc.
FBO Arvezine Miller
2255 Riverwood Court
Sarasota, FL
34231-4642
|
|
Z
|
|
11.17%
|
|
|
|
|
|
TD Ameritrade Inc.
Prospect Capital Services 401K
FBO Mark Swingle
233 Linden Avenue
Westfield, NJ
07090-1921
|
|
Z
|
|
25.39%
|
|
|
|
|
|
TD Ameritrade Inc.
Prospect Capital Services 401K
FBO Mary Caye McCourt
233 Linden Avenue
Westfield, NJ
07090-1921
|
|
Z
|
|
10.13%
|
|
|
|
|
|
Preferred Securities and
Income SMA Shares (as of July 31, 2019)
Name
and Address
|
|
Fund
Classes
|
|
Percentage
of
Total Shares Held
|
Cohen & Steers Capital Management, Inc.
Attn: Jim McAdams
280 Park Avenue, Fl 10
New York, NY
10017-1216
|
|
N/A
|
|
89.46%
|
|
|
|
|
|
National Financial Services LLC
499 Washington Blvd
Jersey City, NJ
07310-1995
|
|
N/A
|
|
8.58%
|
|
|
|
|
|
As of the dates indicated below, the following
principal holders owned 25% or more of the total outstanding shares of each Fund. Such ownership may be beneficially held by individuals or entities other than the owner listed.
International Realty Fund (as of July 31,
2019)
Name
and Address
|
|
Percentage
of
Total Shares Held
|
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA
94105-1905
|
|
65.61%
|
|
|
|
Institutional Realty Shares (as of July 31,
2019)
Name
and Address
|
|
Percentage
of
Total Shares Held
|
Charles Schwab & Co Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA
94105-1905
|
|
36.73%
|
|
|
|
Realty Shares (as of July 31, 2019)
Name
and Address
|
|
Percentage
of
Total Shares Held
|
Charles Schwab & Co Inc.
Reinvest Account
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA
94104-4151
|
|
31.48%
|
|
|
|
Global Infrastructure (as
of July 31, 2019)
Name
and Address
|
|
Percentage
of
Total Shares Held
|
National Financial Services LLC
499 Washington Blvd
Jersey City, NJ
07310-1995
|
|
30.63%
|
|
|
|
MLP & Energy Opportunity Fund (as of July
31, 2019)
Name
and Address
|
|
Percentage
of
Total Shares Held
|
Charles Schwab & Co Inc.
Special Custody A/C FBO Customers
Attn Mutual Funds
211 Main Street
San Francisco, CA
94105-1905
|
|
31.07%
|
|
|
|
Alternative Income Fund (as of July 31,
2019)
Name
and Address
|
|
Percentage
of
Total Shares Held
|
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn Mutual Funds
211 Main Street
San Francisco, CA
94105-1905
|
|
37.90%
|
|
|
|
Management Ownership
As of July 31, 2019, the
Directors and officers as a group beneficially owned less than 1% of the outstanding shares of each class of each Fund, except as shown in the following table:
Fund
Name
|
|
Fund
Classes
|
|
Percentage
Owned
by Directors and Officers
|
Alternative Income
Fund
|
|
I
|
|
65.89%
|
Real Assets
Fund
|
|
A
I
|
|
4.25%
8.77%
|
MLP & Energy Opportunity
Fund
|
|
I
|
|
2.61%
|
Investment Advisory and Other
Services
The Advisor
Cohen & Steers Capital Management, Inc.,
a registered investment advisor, located at 280 Park Avenue, New York, New York 10017, is the investment advisor to the Funds. The Advisor is a
wholly-owned subsidiary of
CNS, a publicly traded company whose shares are listed on the NYSE under the symbol “CNS.” As of June 30, 2019, the Advisor managed approximately $62.4 billion in assets.
The Advisor was formed in 1986 and its current
clients include pension plans of leading corporations, endowment funds and investment companies, including each of the open-end and closed-end Cohen & Steers funds. Robert H. Steers is deemed a “controlling person” of the Advisor on
the basis of his ownership of stock in CNS.
Pursuant to investment advisory agreements
(each, an “Investment Advisory Agreement”) with each of Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, Global Infrastructure Fund, Global Realty Shares, International Realty
Fund, Preferred Securities and Income Fund, Real Assets Fund, Real Estate Securities Fund, Realty Shares and MLP & Energy Opportunity, and an investment management agreement (an “Investment Management Agreement”) with Institutional
Realty Shares, the Advisor furnishes a continuous investment program for each Fund’s portfolio, and has overall responsibility for directing the investments of each Fund in accordance with each Funds’ investment objective, policies and
limitations, subject to the general supervision of the Board of Directors of each Fund. With respect to Global Infrastructure Fund, Global Realty Shares, International Realty Fund, Real Assets Fund and MLP & Energy Opportunity Fund, the Advisor
is also responsible for supervising the Subadvisors.
Except with respect to Preferred Securities
and Income SMA Shares, under each Investment Advisory Agreement or Investment Management Agreement, as applicable, the Fund pays the Advisor a monthly advisory or management fee equal to an annual percentage of the average daily net assets of the
Fund. The fee that each Fund pays pursuant to its Investment Management Agreement or Investment Advisory Agreement, as applicable, is set forth in the table below. In addition, the Advisor has made contractual commitments to certain of the Funds to
waive its fee and/or reimburse such Funds for expenses to the extent necessary to maintain those Funds’ total annual operating expenses at or below certain levels. Such waiver/reimbursement arrangements are also set forth in the table
below.
Fund
|
|
Advisory/Management
Fee
|
|
Waiver/
Reimbursement Arrangement
|
Low Duration Preferred and Income
Fund*
|
|
0.65%
|
|
Through
June 30, 2021, the Advisor has contractually agreed to waive its fee and/or reimburse the Fund so that the Fund’s total annual operating expenses do not exceed 0.95% for Class A shares, 1.60% for Class C shares, 0.60% for Class F shares,
0.60% for Class I shares, 1.10% for Class R shares and 0.60% for Class Z shares. Class F shares are not currently available for purchase.
|
Alternative Income
Fund*
|
|
0.70%
|
|
Through
June 30, 2021, the Advisor has contractually agreed to waive its fee and/or reimburse the Fund so that the Fund’s total annual operating expenses do not exceed 1.00% for
|
Fund
|
|
Advisory/Management
Fee
|
|
Waiver/
Reimbursement Arrangement
|
|
|
|
|
Class
A shares, 1.65% for Class C shares, 0.65% for Class F shares, 0.65% for Class I shares, 1.15% for Class R shares and 0.65% for Class Z shares, subject to the exclusions described in the Fund Prospectus. Class F
shares are not currently available for purchase.
|
Global Infrastructure
Fund*
|
|
0.75%
for assets up to and including $1.5 billion; 0.65% for assets above $1.5 billion
|
|
Through
June 30, 2020, the Advisor has contractually agreed to waive and/or reimburse the Fund’s Class I shareholder service fee up to the maximum shareholder service fee of 0.10%.
|
Global Realty
Shares*
|
|
0.75%
|
|
Through
June 30, 2020, the Advisor has contractually agreed to waive its fee and/or reimburse the Fund so that the Fund’s total annual operating expenses do not exceed 1.25% for Class A shares, 1.90% for Class C shares, 0.90% for Class F shares,
0.90% for Class I shares, 1.40% for Class R shares and 0.90% for Class Z shares, subject to the exclusions described in the Fund Prospectus. Class F shares are not currently available for purchase.
|
Institutional Realty
Shares
|
|
0.75%
|
|
The
Advisor contractually agreed to waive its fee and/or reimburse the Fund so that its total annual operating expenses never exceed 0.75% of average daily net assets, subject to the exclusions described in the Fund Prospectus. This commitment will
remain in place for the life of the Fund.
|
International Realty
Fund*
|
|
0.95%
for assets up to and including $1.5 billion; 0.85% for assets above $1.5 billion
|
|
Through
June 30, 2020, the Advisor has contractually agreed to waive its fee and/or reimburse the Fund so that the Fund’s total annual operating expenses do not exceed 1.35% for Class A shares, 2.00% for Class C shares, 1.00% for Class F shares,
1.00% for Class I shares, 1.50% for Class R shares and 1.00% for Class Z shares, subject to exclusions described in the Fund Prospectus. Class F shares are not currently available for
|
Fund
|
|
Advisory/Management
Fee
|
|
Waiver/
Reimbursement Arrangement
|
|
|
|
|
purchase.
|
MLP and Energy Opportunity
Fund*
|
|
0.80%
|
|
Through
June 30, 2020, the Advisor has contractually agreed to waive its fee and/or reimburse the Fund so that the Fund’s total annual operating expenses do not exceed 1.25% for Class A shares, 1.90% for Class C shares, 0.90% for Class F shares,
0.90% for Class I shares, 1.40% for Class R shares and 0.90% for Class Z, subject to exclusions described in the Fund Prospectus. Class F shares are not currently available for purchase.
|
Preferred Securities and Income
Fund*
|
|
0.70%
for assets up to and including $8.5 billion; 0.65% for assets above $8.5 billion
|
|
Through
June 30, 2020, the Advisor has contractually agreed to waive its fee and/or reimburse the Fund so that the Fund’s total annual operating expenses do not exceed 1.20% for Class A shares, 1.85% for Class C shares, 0.85% for Class F shares,
0.85% for Class I shares, 1.35% for Class R shares and 0.85% for Class Z shares, subject to exclusions described in the Fund Prospectus.
|
Real Assets
Fund*
|
|
0.75%
|
|
Through
June 30, 2020, the Advisor has contractually agreed to waive its fee and/or reimburse the Fund so that the Fund’s total annual operating expenses, which include the expenses of the subsidiary, do not exceed 1.15% for Class A shares, 1.80% for
Class C shares, 0.80% for Class F shares, 0.80% for Class I shares, 1.30% for Class R shares and 0.80% for Class Z shares, subject to exclusions described in the Fund Prospectus. Class F shares are not currently
available for purchase.
|
Real Estate Securities
Fund*
|
|
0.75%
for assets up to and including $1.5 billion; 0.65% for assets above $1.5 billion
|
|
N/A
|
Realty
Shares
|
|
0.75%
for assets up to $8.5 billion and 0.70% of such assets in excess of $8.5 billion
|
|
Through
June 30, 2021, the Advisor has contractually agreed to waive its fee and/or reimburse the Fund so that the Fund’s total annual operating expenses, do not exceed 1.15% for Class A shares, 1.80% for Class C shares, 0.80% for Class F shares,
|
Fund
|
|
Advisory/Management
Fee
|
|
Waiver/
Reimbursement Arrangement
|
|
|
|
|
0.88%
for Class I shares, 0.88% for Class L shares, 1.30% for Class R shares and 0.80% for Class Z shares, subject to exclusions described in the Fund Prospectus. Class F shares are not currently available for
purchase.
|
Preferred Securities and Income SMA
Shares
|
|
0.00%
|
|
The
Advisor has contractually agreed to reimburse the Fund so that the total annual Fund operating expenses (excluding acquired fund fees and expenses, interest, taxes, extraordinary expenses, and other expenses approved by the Board of Directors) do
not exceed 0.00%, subject to exclusions described in the Fund’s Prospectus.
|
*
|
The fee for
this Fund is allocated among the separate classes based on the classes’ proportionate shares of such average daily net assets.
|
For the fiscal years ended:
(i) December 31, 2018, 2017 and 2016 for each Fund other than Low Duration Preferred and Income Fund, Alternative Income Fund, Preferred Securities and Income SMA Shares and MLP & Energy Opportunity Fund; (ii) April 30, 2019, 2018, 2017 and 2016
for Low Duration Preferred and Income Fund; (iii) February 28, 2019, February 28, 2018, February 28, 2017 and February 29, 2016 for Alternative Income Fund; and (iv) November 30, 2018, 2017 and 2016 for MLP & Energy and Opportunity Fund, the
Advisor received advisory or management fees in the following amounts:
|
2019
|
|
2018
|
|
2017
|
|
2016
|
Global Infrastructure
Fund
|
N/A
|
|
$
2,130,256
|
|
$
1,766,127
|
|
$
1,619,135
|
Global Realty
Shares
|
N/A
|
|
$
8,228,242
|
|
$
3,982,892
|
|
$
3,833,431
|
Institutional Realty
Shares
|
N/A
|
|
$20,746,972
|
|
$20,648,109
|
|
$22,079,699
|
International Realty
Fund
|
N/A
|
|
$
6,201,294
|
|
$
5,912,602
|
|
$
6,508,726
|
Preferred Securities and Income
Fund
|
N/A
|
|
$50,015,156
|
|
$50,888,348
|
|
$40,877,386
|
Real Assets
Fund
|
N/A
|
|
$
1,158,298
|
|
$
1,315,037
|
|
$
1,140,462
|
Real Estate Securities
Fund
|
N/A
|
|
$30,004,796
|
|
$26,061,956
|
|
$15,862,745
|
Realty
Shares
|
N/A
|
|
$32,605,055
|
|
$37,320,408
|
|
$43,916,285
|
Alternative Income
Fund(1)
|
$
620,559
|
|
$
1,281,412
|
|
$
1,462,945
|
|
$
1,822,417
|
MLP & Energy Opportunity
Fund
|
N/A
|
|
$
1,252,615
|
|
$
1,057,699
|
|
$
655,798
|
Low Duration Preferred and Income
Fund
|
$8,872,767
|
|
$
4,590,163
|
|
$
774,019
|
|
$
71,011
|
Preferred Securities and Income SMA
Shares(2)
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
(1)
|
Effective
July 1, 2019, the fiscal year end for Alternative Income Fund is October 31.
|
(2)
|
The Advisor
does not receive an investment advisory fee from the Preferred Securities and Income SMA Shares.
|
For the fiscal years ended:
(i) December 31, 2018, 2017 and 2016 for each of the following Funds other than Low Duration Preferred and Income Fund, Alternative Income Fund, Preferred Securities and Income SMA Shares and MLP & Energy Opportunity Fund; (ii) April 30, 2019,
2018, 2017 and 2016 for Low Duration Preferred and Income Fund; (iii) February 28, 2019, February 28, 2018, February 28, 2017 and February 29, 2016 for Alternative Income Fund; and (iv) November 30, 2018, 2017 and 2016 for MLP & Energy
Opportunity Fund, the Advisor waived and/or reimbursed the
following Funds the respective amounts set forth in the table
below, pursuant to contractual agreements by the Advisor to limit expenses that were substantially the same as those described above:
|
2019
|
|
2018
|
|
2017
|
|
2016
|
Global Infrastructure
Fund(1)
|
N/A
|
|
$
156,416
|
|
$
121,949
|
|
$
17,850
|
Global Realty
Shares
|
N/A
|
|
$
374,506
|
|
$
251,769
|
|
$
238,452
|
Institutional Realty
Shares
|
N/A
|
|
$
334,655
|
|
$
432,037
|
|
$
335,444
|
International Realty
Fund
|
N/A
|
|
$
957,240
|
|
$1,045,608
|
|
$1,293,393
|
Preferred Securities and Income
Fund
|
N/A
|
|
$
528,754
|
|
$
929,723
|
|
$1,376,980
|
Real Assets
Fund
|
N/A
|
|
$
683,875
|
|
$
782,322
|
|
$
676,052
|
Alternative Income
Fund(2)
|
$
376,916
|
|
$
538,856
|
|
$
694,501
|
|
$
900,446
|
MLP & Energy Opportunity
Fund
|
N/A
|
|
$
418,093
|
|
$
416,516
|
|
$
516,184
|
Low Duration Preferred and Income
Fund
|
$3,717,885
|
|
$2,107,623
|
|
$
566,799
|
|
$
157,810
|
Preferred Securities and Income SMA
Shares(3)
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
(1)
|
Effective
November 7, 2016, the Advisor contractually agreed to waive and/or reimburse the Fund's Class I shareholder service fee up to the maximum shareholder service fee of 0.10%.
|
(2)
|
Effective
July 1, 2019, the fiscal year end for Alternative Income Fund is October 31.
|
(3)
|
Preferred
Securities and Income SMA Shares commenced operations on March 1, 2019.
|
Therefore, for the fiscal
years ended: (i) December 31, 2018, 2017 and 2016 for each of the following Funds other than Low Duration Preferred and Income Fund, Alternative Income Fund, Preferred Securities and Income SMA Shares and MLP & Energy Opportunity Fund; (ii)
April 30, 2019, 2018, 2017 and 2016 for Low Duration Preferred and Income Fund; (iii) February 28, 2019, February 28, 2018, February 28, 2017 and February 29, 2016 for Alternative Income Fund; and (iv) November 30, 2018, 2017 and 2016 for MLP &
Energy Opportunity Fund, the net management fee or advisory fees paid by these Funds were as follows:
|
2019
|
|
2018
|
|
2017
|
|
2016
|
Global Infrastructure
Fund
|
N/A
|
|
$
1,973,840
|
|
$
1,644,178
|
|
$
1,601,285
|
Global Realty
Shares
|
N/A
|
|
$
7,853,736
|
|
$
3,731,123
|
|
$
3,594,979
|
Institutional Realty
Shares
|
N/A
|
|
$20,412,317
|
|
$20,216,072
|
|
$21,744,255
|
International Realty
Fund
|
N/A
|
|
$
5,244,054
|
|
$
4,866,994
|
|
$
5,215,333
|
Preferred Securities and Income
Fund
|
N/A
|
|
$49,486,402
|
|
$49,958,625
|
|
$39,500,406
|
Real Assets
Fund
|
N/A
|
|
$
474,423
|
|
$
532,715
|
|
$
464,410
|
Alternative Income
Fund(1)
|
$
243,643
|
|
$
742,556
|
|
$
768,444
|
|
$
921,971
|
MLP & Energy Opportunity
Fund
|
N/A
|
|
$
834,522
|
|
$
641,183
|
|
$
139,614
|
Low Duration Preferred and Income
Fund
|
$5,154,882
|
|
$
2,482,540
|
|
$
207,220
|
|
N/A
|
Preferred Securities and Income SMA
Shares(2)
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
(1)
|
Effective
July 1, 2019, the fiscal year end for Alternative Income Fund is October 31.
|
(2)
|
The Advisor
does not receive an investment advisory fee from the Preferred Securities and Income SMA Shares.
|
The Advisor also provides the Funds with such
personnel as the Funds may from time to time request for the performance of clerical, accounting and other office services, such as coordinating matters with the co-administrator, the Transfer Agent and the custodian, which the Advisor is not
required to furnish under the Investment Advisory Agreements. The personnel rendering these services, who may act as officers of a Fund, may be employees of the Advisor or its affiliates. The cost to a Fund for these services must be agreed to by a
Fund and is intended to be no higher than the actual cost to the Advisor or its affiliates of providing the services. Institutional Realty Shares and, prior to July 1, 2019, Realty Shares do not pay for these services performed by officers of the
Advisor or its affiliates. A Fund may from time to time hire its own employees or contract to have services performed by third parties, and the management of the Funds intends to do so whenever it appears advantageous to a Fund.
The Subadvisors
With respect to Global Infrastructure Fund,
Global Realty Shares, International Realty Fund, MLP & Energy Opportunity Fund and Real Assets Fund (each, a “Subadvised Fund” and collectively, the “Subadvised Funds”), the Advisor has entered into subadvisory agreements
(each, a “Subadvisory Agreement”) with each of the Subadvisors. References in this SAI to activities and responsibilities of the Advisor with respect to a Subadvised Fund may be performed by one or more of the Subadvisors pursuant to the
Subadvisory Agreements with the Advisor.
Each of the Subadvisors
provides investment advisory and research services in connection with managing the investments of the Subadvised Funds. CNS UK is located at 50 Pall Mall, 7th floor, London, U.K. and CNS Asia is located at 1201-2, Champion Tower, 3 Garden Road,
Central, Hong Kong. As of December 31, 2018, CNS Asia and CNS UK managed approximately $3.6 billion and $4.3 billion, respectively.
The Advisor allocates 50% of the advisory fee
received from each subadvised Fund among itself and each of CNS Asia and CNS UK based on the portion of each Fund’s average assets managed by the Advisor and each Subadvisor. The Advisor retains the remaining 50% of the advisory fee received
from each Fund.
For the fiscal years
ended: (i) December 31, 2018, 2017 and 2016 for each of the following Funds other than MLP & Energy Opportunity Fund; and (ii) November 30, 2018, 2017 and 2016 for MLP & Energy Opportunity Fund, the Advisor paid each of CNS Asia and CNS UK
the following subadvisory fees with respect to each Subadvised Fund.
CNS Asia
Fiscal
Year Ended
|
|
Global
Infrastructure
Fund
|
|
Global
Realty
Shares
|
|
Institutional
Global Realty
Shares(2)
|
|
International
Realty
Fund
|
|
Real
Assets
Fund
|
|
MLP
& Energy
Opportunity
Fund(1)
|
2018
|
|
$189,022
|
|
$1,119,939
|
|
$130,995
|
|
$1,709,627
|
|
$64,840
|
|
$0
|
2017
|
|
$152,700
|
|
$
491,865
|
|
$477,005
|
|
$1,606,243
|
|
$69,126
|
|
$0
|
2016
|
|
$132,325
|
|
$
540,296
|
|
$538,835
|
|
$1,930,461
|
|
$61,932
|
|
$0
|
CNS UK
Fiscal
Year Ended
|
|
Global
Infrastructure
Fund
|
|
Global
Realty
Shares
|
|
Institutional
Global Realty
Shares(2)
|
|
International
Realty
Fund
|
|
Real
Assets
Fund
|
|
MLP
& Energy
Opportunity
Fund(1)
|
2018
|
|
$122,898
|
|
$753,445
|
|
$
92,521
|
|
$1,139,903
|
|
$157,711
|
|
$0
|
2017
|
|
$137,547
|
|
$376,399
|
|
$364,580
|
|
$1,194,726
|
|
$189,053
|
|
$0
|
2016
|
|
$134,122
|
|
$351,657
|
|
$351,845
|
|
$1,189,895
|
|
$
91,652
|
|
$0
|
(1) In 2016, 2017 and 2018 the Fund invested in U.S.
investments only, and therefore did not engage its UK or Asia subadvisors.
(2) Effective March 23, 2018, Institutional Global Realty
Shares, Inc. was reorganized into Global Realty Shares, Inc.
Portfolio Managers
Accounts Managed. The portfolio managers for each Fund are listed below. Each portfolio manager also manages other registered investment companies and/or other pooled investment vehicles and other accounts in addition to the Fund or Funds
that they manage. The following tables show, as of
the fiscal years ended: (i)
December 31, 2018 for each of the following Funds other than Low Duration Preferred and Income Fund, Alternative Income Fund, Preferred Securities and Income SMA Shares and MLP & Energy Opportunity Fund; (ii) April 30, 2019 for Low Duration
Preferred and Income Fund; (iii) February 28, 2019 for Alternative Income Fund; and (iv) November 30, 2018 for MLP & Energy Opportunity Fund, the number of accounts each portfolio manager managed in each of the listed categories and the total
assets in the accounts managed within each category.
|
Number
of Other Accounts Managed and
Assets ($mm) by Account Type
|
Registered
Investment
Companies
|
|
Other
Pooled Vehicles
|
|
Other
Accounts
|
Number
of
Accounts
|
|
Total
Assets
|
|
Number
of
Accounts
|
|
Total
Assets
|
|
Number
of
Accounts
|
|
Total
Assets
|
Alternative
Income Fund(1)
|
|
|
|
|
|
|
|
|
|
|
|
Jon
Cheigh
|
7
|
|
$10,592
|
|
25
|
|
$4,435
|
|
16
|
|
$4,410
|
Vincent L.
Childers
|
–0–
|
|
$
–0–
|
|
1
|
|
$
10
|
|
2
|
|
$1,133
|
Tyler
Rosenlicht
|
1
|
|
$
536
|
|
1
|
|
$
6
|
|
1
|
|
$
25
|
William F.
Scapell
|
8
|
|
$16,413
|
|
11
|
|
$1,089
|
|
20
|
|
$3.298
|
Elaine
Zaharis-Nikas
|
5
|
|
$12,763
|
|
10
|
|
$
738
|
|
17
|
|
$2,639
|
Benjamin
Morton
|
5
|
|
$
4,232
|
|
12
|
|
$1,125
|
|
16
|
|
$3,295
(2)
|
Christopher
Rhine
|
2
|
|
$
416
|
|
2
|
|
$
31
|
|
4
|
|
$1,222
|
Global
Infrastructure Fund
|
|
|
|
|
|
|
|
|
|
|
|
Robert
Becker(5)
|
3
|
|
$
784
|
|
11
|
|
$
995
|
|
15
|
|
$2,899
(2)
|
Benjamin
Morton
|
5
|
|
$
1,177
|
|
12
|
|
$1,004
|
|
16
|
|
$2,970
(2)
|
Global
Realty Shares
|
|
|
|
|
|
|
|
|
|
|
|
Jon
Cheigh
|
6
|
|
$
9,610
|
|
25
|
|
$4,048
|
|
16
|
|
$4,032
|
William
Leung
|
1
|
|
$
585
|
|
23
|
|
$5,210
|
|
11
|
|
$2,619
|
Rogier
Quirijns
|
1
|
|
$
585
|
|
23
|
|
$5,210
|
|
11
|
|
$2,619
|
Laurel
Durkay
|
–0–
|
|
$
–0–
|
|
22
|
|
$3,795
|
|
14
|
|
$2,989
|
Institutional
Realty Shares
|
|
|
|
|
|
|
|
|
|
|
|
Thomas
Bohjalian
|
6
|
|
$12,075
|
|
7
|
|
$7,792
|
|
18
|
|
$2,722
|
Jon
Cheigh
|
6
|
|
$
6,438
|
|
25
|
|
$4,048
|
|
16
|
|
$4,032
|
Jason
Yablon
|
7
|
|
$12,341
|
|
1
|
|
$
116
|
|
6
|
|
$2,924
|
International
Realty Fund
|
|
|
|
|
|
|
|
|
|
|
|
Jon
Cheigh
|
6
|
|
$
8,512
|
|
25
|
|
$4,048
|
|
16
|
|
$4,032
|
William
Leung
|
1
|
|
$
1,214
|
|
23
|
|
$5,210
|
|
11
|
|
$2,619
|
Rogier
Quirijns
|
1
|
|
$
1,214
|
|
23
|
|
$5,210
|
|
10
|
|
$2,248
|
MLP
& Energy Opportunity Fund
|
|
|
|
|
|
|
|
|
|
|
|
Benjamin
Morton
|
5
|
|
$
3,957
|
|
12
|
|
$1,072
|
|
16
|
|
$3,139
(3)
|
Tyler
Rosenlicht
|
1
|
|
$
375
|
|
1
|
|
$
6
|
|
1
|
|
$
24
|
Preferred
Securities and Income Fund
|
|
|
|
|
|
|
|
|
|
|
|
William F.
Scapell
|
9
|
|
$
9,203
|
|
11
|
|
$1,010
|
|
20
|
|
$3,035
|
Elaine
Zaharis-Nikas
|
5
|
|
$
5,724
|
|
10
|
|
$
687
|
|
11
|
|
$2,458
|
Low
Duration Preferred and Income Fund
|
|
|
|
|
|
|
|
|
|
|
|
William F.
Scapell
|
8
|
|
$17,272
|
|
11
|
|
$1,083
|
|
20
|
|
$3,350
|
Elaine
Zaharis-Nikas
|
5
|
|
$13,524
|
|
10
|
|
$
756
|
|
17
|
|
$2,688
|
Real
Assets Fund
|
|
|
|
|
|
|
|
|
|
|
|
Jon
Cheigh
|
6
|
|
$
8,970
|
|
25
|
|
$4,048
|
|
16
|
|
$4,032
|
Nicholas
Koutsoftas
|
–0–
|
|
$
–0–
|
|
2
|
|
$
9
|
|
1
|
|
$
940
|
Vincent L.
Childers
|
–0–
|
|
$
–0–
|
|
1
|
|
$
1
|
|
2
|
|
$1,021
|
Benjamin
Morton
|
4
|
|
$
3,784
|
|
12
|
|
$1,004
|
|
16
|
|
$2,970
(2)
|
Benjamin
Ross
|
–0–
|
|
$
–0–
|
|
2
|
|
$
9
|
|
2
|
|
$1,021
|
|
Number
of Other Accounts Managed and
Assets ($mm) by Account Type
|
Registered
Investment
Companies
|
|
Other
Pooled Vehicles
|
|
Other
Accounts
|
Number
of
Accounts
|
|
Total
Assets
|
|
Number
of
Accounts
|
|
Total
Assets
|
|
Number
of
Accounts
|
|
Total
Assets
|
Christopher
Rhine
|
1
|
|
$
340
|
|
3
|
|
$
426
|
|
5
|
|
$1,184
(4)
|
Real
Estate Securities Fund
|
|
|
|
|
|
|
|
|
|
|
|
Thomas
Bohjalian
|
6
|
|
$10,256
|
|
7
|
|
$7,792
|
|
18
|
|
$2,722
|
Jason
Yablon
|
7
|
|
$10,523
|
|
1
|
|
$
116
|
|
6
|
|
$2,924
|
Realty
Shares
|
|
|
|
|
|
|
|
|
|
|
|
Thomas
Bohjalian
|
6
|
|
$10,994
|
|
7
|
|
$7,792
|
|
18
|
|
$2,722
|
Jon
Cheigh
|
6
|
|
$
5,358
|
|
25
|
|
$4,048
|
|
16
|
|
$4,032
|
Jason
Yablon
|
7
|
|
$11,261
|
|
1
|
|
$
116
|
|
6
|
|
$2,924
|
Preferred
Securities and Income SMA Shares
|
|
|
|
|
|
|
|
|
|
|
|
William F.
Scapell
|
10
|
|
$14,919
|
|
11
|
|
$1,009
|
|
20
|
|
$3,034
|
Elaine
Zaharis-Nikas
|
6
|
|
$11,440
|
|
10
|
|
$
687
|
|
17
|
|
$2,458
|
(1)
|
Effective
July 1, 2019, the fiscal year end for Alternative Income Fund is October 31.
|
(2)
|
One
“Other Account”, with total assets of $140.7 million as of December 31, 2018, is subject to performance based fees.
|
(3)
|
One
“Other Account”, with total assets of $148.5 million, as of November 30, 2018, is subject to performance based fees.
|
(4)
|
One
“Other Account”, with total assets of $82.4 million as of December 31, 2018, is subject to performance based fees.
|
(5)
|
Effective
December 31, 2018, Robert Becker is no longer a portfolio manager of MLP & Energy Opportunity Fund, Inc.
|
Share Ownership. The following table indicates the dollar range of securities of each Fund owned by each Fund’s portfolio managers as of (i) December 31, 2018 for each Fund other than Low Duration Preferred and Income Fund,
Alternative Income Fund, Preferred Securities and Income SMA Shares and MLP & Energy Opportunity Fund, (ii) April 30, 2019 with respect to Low Duration Preferred and Income Fund, (iii) February 28, 2019 with respect to Alternative Income Fund
and (iv) November 30, 2018 with respect to MLP & Energy Opportunity Fund:
A—None
B—$1-$10,000
C—$10,001-$50,000
D—$50,001-$100,000
E—$100,001-$500,000
F—$500,001-$1,000,000
G—over $1,000,000
N/A—Not applicable (not a portfolio manager of the
Fund)
Portfolio
Manager
|
|
Low
Duration
Preferred
and
Income
Fund
|
|
Alternative
Income
Fund(1)
|
|
Global
Infrastructure
Fund
|
|
Global
Realty
Shares
|
|
Institutional
Global Realty
Shares(2)
|
|
Institutional
Realty
Shares
|
|
International
Realty
Fund
|
|
MLP
&
Energy
Opportunity
Fund
|
|
Preferred
Securities
and
Income
Fund
|
|
Real
Assets
Fund
|
|
Real
Estate
Securities
Fund
|
|
Realty
Shares
|
|
Preferred
Securities
and
Income
SMA
Shares
|
William F.
Scapell
|
|
F
|
|
A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
F
|
|
N/A
|
|
N/A
|
|
N/A
|
|
A
|
Robert
Becker(3)
|
|
N/A
|
|
N/A
|
|
C
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
Benjamin
Morton
|
|
N/A
|
|
A
|
|
F
|
|
N/A
|
|
N/A
|
|
E
|
|
N/A
|
|
A
|
|
N/A
|
|
A
|
|
N/A
|
|
N/A
|
|
N/A
|
Tyler
Rosenlicht
|
|
N/A
|
|
A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
C
|
|
N/A
|
|
D
|
|
N/A
|
|
C
|
|
N/A
|
|
N/A
|
|
N/A
|
Roger
Quirijns
|
|
N/A
|
|
N/A
|
|
N/A
|
|
A
|
|
N/A
|
|
N/A
|
|
A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
Thomas
Bohjalian
|
|
N/A
|
|
N/A
|
|
E
|
|
E
|
|
N/A
|
|
C
|
|
N/A
|
|
E
|
|
N/A
|
|
N/A
|
|
E
|
|
E
|
|
N/A
|
Jon
Cheigh
|
|
N/A
|
|
A
|
|
N/A
|
|
F
|
|
N/A
|
|
E
|
|
A
|
|
N/A
|
|
N/A
|
|
F
|
|
A
|
|
A
|
|
N/A
|
Jason
Yablon
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
E
|
|
N/A
|
|
D
|
|
N/A
|
|
C
|
|
A
|
|
A
|
|
N/A
|
William
Leung
|
|
N/A
|
|
N/A
|
|
N/A
|
|
A
|
|
N/A
|
|
N/A
|
|
A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
Portfolio
Manager
|
|
Low
Duration
Preferred
and
Income
Fund
|
|
Alternative
Income
Fund(1)
|
|
Global
Infrastructure
Fund
|
|
Global
Realty
Shares
|
|
Institutional
Global Realty
Shares(2)
|
|
Institutional
Realty
Shares
|
|
International
Realty
Fund
|
|
MLP
&
Energy
Opportunity
Fund
|
|
Preferred
Securities
and
Income
Fund
|
|
Real
Assets
Fund
|
|
Real
Estate
Securities
Fund
|
|
Realty
Shares
|
|
Preferred
Securities
and
Income
SMA
Shares
|
Elaine
Zaharis-Nikas
|
|
A
|
|
A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
E
|
|
N/A
|
|
N/A
|
|
N/A
|
|
A
|
Vincent
Childers
|
|
N/A
|
|
A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
E
|
|
N/A
|
|
N/A
|
|
N/A
|
Nicholas
Koutsoftas
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
C
|
|
A
|
|
N/A
|
|
N/A
|
|
N/A
|
Benjamin
Ross
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
D
|
|
N/A
|
|
N/A
|
|
N/A
|
Christopher
Rhine
|
|
N/A
|
|
E
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
A
|
|
N/A
|
|
N/A
|
|
N/A
|
Laurel
Durkay
|
|
N/A
|
|
N/A
|
|
N/A
|
|
A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
(1) Effective July 1, 2019, the fiscal year end for
Alternative Income Fund is October 31.
(2) Effective
March 23, 2018, Institutional Global Realty Shares, Inc. was reorganized into Global Realty Shares, Inc.
(3) Effective December 31, 2018, Robert Becker is no longer a
portfolio manager of MLP & Energy Opportunity Fund, Inc.
Conflicts of Interest
Advisor, CNS Asia and CNS UK. Although the potential for conflicts of interest exist when an investment adviser and portfolio managers manage other accounts that invest in securities in which a Fund may invest or that may pursue a strategy similar to
one of the Fund’s strategies, the Advisor and CNS Asia and CNS UK have procedures in place that are designed to ensure that all accounts are treated fairly and that the Funds are not disadvantaged.
For example, a portfolio manager may have
conflicts of interest in allocating management time, resources and investment opportunities among a Fund and the other accounts or vehicles he advises. In addition, due to differences in the investment strategies or restrictions among a Fund and the
other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to a Fund. In some cases, another account managed by a portfolio manager may provide more revenue to the Advisor or
CNS Asia and/or CNS UK, as applicable. 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 and CNS Asia and CNS UK
strive 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 limitations (such as client-imposed restrictions or
lack of available cash), for equity strategies it is the general policy of the Advisor and CNS Asia and CNS UK to allocate investment ideas pro rata to all accounts with the same primary investment strategy, except where an allocation would not
produce a meaningful position size. Cohen & Steers generally attempts to allocate orders for the same fixed income security on a pro rata basis among participating eligible accounts. Purchases and sales of fixed income securities, including new
issues and other limited investment opportunities may differ from a pro-rata allocation based on the investment objective, guideline restrictions, the benchmark and characteristics of the particular account. When determining which accounts will
participate in a block trade, Cohen & Steers also takes into consideration factors that may include duration, sector and/or issuer weights relative to benchmark, cash flows / liquidity needs, style, maturity and credit quality. In addition, if
the allocation process results in a very small allocation, or if there are minimum security requirements that are not achieved at our targeted position size, these amounts can be reallocated to other clients. To reach desired outcomes with regards
to portfolio characteristics, certain portfolios may hold different securities with substantially similar investment characteristics to achieve its investment objective, such that comparable risk positioning, in accordance with guidelines and
mandates, is realized over time. In addition, each Fund, as a registered investment company, is subject to different regulations than certain of the other accounts, and, consequently, may not be permitted to engage in all the investment techniques
or transactions, or to engage in such techniques or transactions to the same degree, as the other accounts.
Certain of the portfolio managers may from
time to time manage one or more accounts in which the Advisor or CNS Asia and/or CNS UK holds a substantial interest (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 and CNS Asia and CNS UK, however, not to put the interests of the CNS Accounts ahead of the interests of client accounts. The Advisor and CNS Asia and CNS UK 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 normally be allocated or re-allocated to the CNS Accounts after trade execution or after the average price is known. However, 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 Advisor and CNS Asia and CNS UK, acting in their reasonable judgment and consistent with their fiduciary duties, believes this is appropriate for, and consistent with the objectives and profile of, the client account.
Certain accounts managed by the Advisor may
compensate the Advisor using performance based fees. Orders for these accounts will be aggregated, to the extent possible, with any other account managed by the Advisor, regardless of the method of compensation. In the event such orders are
aggregated, allocation of partially-filled orders will be made on a pro-rata basis in accordance with pre-trade indications. An account’s fee structure is not considered when making allocation decisions.
Certain of the portfolio managers may from
time to time manage portfolios used in a unified managed account programs or other model portfolio arrangements (collectively, “Model Portfolios”) offered by various sponsors and/or other non-Cohen & Steers investment advisors. In
connection with these Model Portfolios, portfolio managers provide investment recommendations in the form of model portfolios to a third party, who is responsible for executing trades for participating client accounts. The Advisor maintains
procedures designed to deliver portfolios on a fair and equitable basis. Trades for Cohen & Steers discretionary managed accounts, including the Funds, are worked contemporaneously with the delivery of updated model information. The
Model Portfolios may achieve a security weighting ahead of or after the weighting achieved in our Funds.
Finally, the structure of a portfolio
manager’s compensation may give rise to potential conflicts of interest. A portfolio manager’s base pay and bonus tend to increase with additional and more complex responsibilities that include increased assets under management. As such,
there may be an indirect relationship between a portfolio manager’s marketing or sales efforts and his or her bonus compensation.
The Advisor and CNS Asia and CNS UK, and the
Funds, have adopted certain compliance procedures that are designed to address the above conflicts as well as other types of conflicts of interests. However, there is no guarantee that such procedures will detect each and every situation where a
conflict arises.
Compensation of Investment Professionals, CNS
Asia and CNS UK
Compensation of
portfolio managers and other investment professionals is comprised of: (1) a base salary, (2) an annual cash bonus and (3) long-term stock-based compensation consisting generally of restricted stock units of CNS, the parent company of the Advisor,
CNS Asia and CNS UK. All employees, including the portfolio managers and other investment professionals, also receive certain retirement, insurance and other benefits. Compensation is reviewed on an annual basis. Cash bonuses, stock-based
compensation awards, and adjustments in base salary are effective the January following the fiscal year-end of CNS.
Compensation for the portfolio managers is
determined by evaluating four primary components, in order of emphasis: (1) investment performance, (2) leadership and collaboration, (3) team level revenue changes and (4) the firm’s financial results.
The investment performance evaluation is based
on the team’s excess returns versus a representative benchmark and, where available, on the percentile rankings relative to an institutional peer group and percentile rankings relative to a retail peer group. The performance metrics are on a
pre-tax and pre-expense basis and are reviewed for both the one- and three-year periods, with a greater weight given to the three-year period. The benchmark and peers which most represent the investment strategy are used in evaluating performance.
For portfolio managers responsible for multiple Funds and other accounts, performance is evaluated on an aggregate basis. Leadership and collaboration are evaluated through a qualitative assessment. The qualitative factors considered for evaluating
leadership include, among others, process and innovation, team development, thought leadership, client service and cross team cooperation. A final factor is based on portfolio managers’ ownership level in the Funds they manage.
On an annual basis, the performance metrics
and leadership factors are aggregated to produce a quantitative assessment of the portfolio manager and investment team. This assessment is considered alongside calendar year over year changes in a strategy’s advisory fees earned, the
operating performance of the Advisor and CNS, and market factors to determine appropriate levels for salaries, bonuses and stock-based compensation. Base compensation for portfolio managers are fixed and vary in line with the portfolio
manager’s seniority and position with the firm. Cash bonuses and stock based compensation may fluctuate significantly from year-to-year, based on this framework.
The Advisor has a negligible number of
accounts with performance based fees, and although portfolio managers do not directly receive a portion of these fees, performance based fees may contribute to the overall profitability of the Advisor.
Administrative Services
The Advisor performs certain administrative
functions for each Fund, including (i) providing office space, materials and supplies for each Fund, furnishing all executive and administrative personnel necessary for managing the affairs for each Fund, including personnel to perform clerical,
bookkeeping, accounting and other office functions, as well as all administrative services performed on behalf of shareholders; (ii) providing each Fund with the services necessary to organize any Fund or Class thereof that commences operations on
or after the date of the applicable administration agreement so that such Fund or Class can conduct business as described in each Fund’s registration
statement; (iii) supervising preparation of periodic updating
of each Fund’s registration statement, including prospectus and statement of additional information, for the purpose of filings with the SEC and state securities administrators and monitoring and maintaining the effectiveness of such filings,
as appropriate; (iv) supervising preparation of periodic reports to each Fund’s shareholders and filing of these reports with the SEC, Forms N-CEN filed with the SEC, notices of dividends, capital gains distributions and tax credits, and
attending to routine correspondence and other communications with individual shareholders; (v) preparation or review of each Fund’s expense budgets, monitoring of daily accruals and calculating or reviewing adjustments as necessary; (vi)
paying compensation of each Fund’s officers for services rendered as such; (vii) supervising the daily pricing of each Fund’s investment portfolio and the publication of the NAV of each Fund’s shares, earnings reports and other
financial data; (viii) coordinating matters relating to the operation of each Fund, including any necessary coordination among the adviser or sub-advisers for each Fund, the custodian(s), transfer agent(s), any sub-transfer agent(s) or other
administrative service agent(s), dividend disbursing agent(s), recordkeeping agent(s), accountants, attorneys, and other parties performing services or operational functions for each Fund; (ix) supervising compliance by Fund with recordkeeping
requirements under the 1940 Act and regulations thereunder, maintaining books and records for each Fund (other than those maintained by the Custodian and Transfer Agent); (x) preparing or supervising the preparation by third parties of all federal,
state, and local tax returns and reports of each Fund required by applicable law and filing of tax reports other than each Fund’s income tax returns; (xi) calculating dividends and distributions to shareholders and communicating such
information to each Fund’s transfer agent, fund accounting agent and outside tracking firms such as Morningstar and Broadridge; (xii) preparation of materials for Board meetings and preparation of minutes of such meetings; (xiii) oversight of
service providers who file claims for class action lawsuits with respect to securities in each Fund; (xiv) arrange for providing and maintaining a bond issued by a reputable insurance company authorized to do business in the place where the bond is
issued against larceny and embezzlement covering each officer and employee of each Fund, the investment adviser to each Fund and/or any sub-adviser who may singly or jointly with others have access to funds or securities of each Fund, with direct or
indirect authority to draw upon such funds or to direct generally the disposition of such funds; the bond shall be in such reasonable amount as a majority of the Directors who are not “interested persons” of each Fund, as defined in the
1940 Act, shall determine, with due consideration to the aggregate assets of each Fund to which any such officer or employee may have access and the premium, or portion thereof pursuant to an agreement among the insured parties in the case of a
joint insured bond, for the bond shall be payable by each Fund; (xv) providing response to direct shareholder and financial advisor inquiries and provision of timely assistance as required; maintenance of each Fund’s website; provision of and
staffing of a toll free number; oversight of the shareholder services provided by each Fund’s Transfer Agent; and monitoring direct shareholder activity pursuant to Rule 22c-2 under the 1940 Act; and (xvi) such other administrative services as
each Fund and Administrator may agree.
The Advisor provides these administrative
services to Low Duration Preferred and Income Fund, Alternative Income Fund, Preferred Securities and Income SMA Shares, Global Infrastructure Fund, Global Realty Shares, International Realty Fund, MLP & Energy Opportunity Fund, Preferred
Securities and Income Fund, Real Assets Fund, Real Estate Securities Fund and Realty Shares pursuant to an administration agreement with each of these Funds (the “Administration Agreement”). For its services under the Administration
Agreement, the Advisor receives a monthly fee from each of the
foregoing Funds at the annual rate of 0.08% in the case of
Real Assets Fund, 0.05% in the case of MLP & Energy Opportunity Fund, Preferred Securities and Income Fund and Low Duration Preferred and Income Fund, 0.04% in the case of International Realty Fund, Global Realty Shares, Realty Shares, Real
Estate Securities Fund and Global Infrastructure Fund, and 0.02% in the case of Alternative Income Fund. The Advisor provides these administrative services to Institutional Realty Shares and Preferred Securities and Income SMA Shares at no
additional fee to that Fund other than the fees paid under its Investment Management Agreement (except Preferred Securities and Income SMA Shares, which does not pay fees under its Investment Management Agreement).
In accordance with the terms of the
Administration Agreement or Investment Management Agreement, as applicable, and with the approval of each Fund’s Board of Directors, the Advisor has caused each Fund to retain State Street Bank and Trust Company (“State Street”)
under a fund accounting and administration agreement (the “Co-Administration Agreement”) with each Fund. Under the Co-Administration Agreement, State Street has assumed responsibility for performing certain of the foregoing
administrative functions, including (i) determining each Fund’s NAV and preparing these figures for publication; (ii) maintaining certain of each Fund’s books and records that are not maintained by the Advisor, custodian or Transfer
Agent; (iii) preparing financial information for each Fund’s income tax returns, proxy statements, shareholders reports, and SEC filings and (iv) responding to shareholder inquiries.
Under the terms of the Co-Administration
Agreement, MLP & Energy Opportunity Fund, Low Duration Preferred and Income Fund, Alternative Income Fund, Preferred Securities and Income SMA Shares, Global Infrastructure Fund, Global Realty Shares, International Realty Fund, Preferred
Securities and Income Fund, Real Assets Fund, Real Estate Securities Fund and Realty Shares each pay State Street a monthly administration fee computed on the basis of the aggregate net assets of all the funds in the Cohen & Steers Fund Complex
at an annual rate equal to 0.007% of the first $5 billion in assets, 0.0045% of the next $7.5 billion, 0.0035% of the next $17.5 billion, and 0.0025% of assets in excess of $30 billion, with a minimum fee per fund of $42,000. The aggregate fee paid
by each Fund and the other funds in the Cohen & Steers Fund Complex to State Street is computed by calculating the effective rate for all the funds and multiplying the monthly average net assets of each respective fund in the complex by that
effective rate. Each of MLP & Energy Opportunity Fund, Low Duration Preferred and Income Fund, Alternative Income Fund, Preferred Securities and Income SMA Shares, Global Infrastructure Fund, Global Realty Shares, International Realty Fund,
Preferred Securities and Income Fund, Real Assets Fund, Real Estate Securities Fund and Realty Shares is then responsible for its pro rata amount of the aggregate administration fee. In the case of Institutional Realty Shares, the Advisor pays for
the cost of State Street’s services without any additional charge to that Fund.
State Street also serves as each Fund’s
custodian. See “Custodian and Transfer and Dividend Disbursing Agent,” below. The Transfer Agent, an affiliate of State Street, has been retained by each Fund to provide transfer agency services.
For the fiscal
years ended: (i) December 31, 2018, 2017 and 2016 for each Fund other than Low Duration Preferred and Income Fund, Alternative Income Fund, Preferred Securities and Income SMA Shares and MLP & Energy Opportunity Fund; (ii) April 30, 2019, 2018,
2017 and 2016 for Low Duration Preferred and Income Fund; (iii) February 28, 2019, February 28, 2018, February 28, 2017 and February 29, 2016 for Alternative Income Fund; and (iv) November 30, 2018, 2017 and 2016 for
MLP & Energy Opportunity Fund, the Advisor received
administration fees from each Fund in the following amounts:
|
2019
|
|
2018
|
|
2017
|
|
2016
|
Low Duration Preferred and Income
Fund
|
$682,521
|
|
$
353,089
|
|
$
59,540
|
|
$
5,462
|
Alternative Income
Fund(1)
|
$
17,730
|
|
$
48,975
|
|
$
79,539
|
|
$
91,121
|
Global Infrastructure
Fund
|
N/A
|
|
$
113,614
|
|
$
59,652
|
|
$
43,177
|
Global Realty
Shares
|
N/A
|
|
$
435,019
|
|
$
127,976
|
|
$
86,591
|
Institutional Realty
Shares
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
International Realty
Fund
|
N/A
|
|
$
261,107
|
|
$
309,673
|
|
$
411,077
|
MLP & Energy Opportunity
Fund
|
N/A
|
|
$
68,196
|
|
$
52,885
|
|
$
32,790
|
Preferred Securities and Income
Fund
|
N/A
|
|
$3,572,511
|
|
$3,634,882
|
|
$2,919,813
|
Real Assets
Fund
|
N/A
|
|
$
123,552
|
|
$
140,271
|
|
$
111,412
|
Real Estate Securities
Fund
|
N/A
|
|
$1,754,141
|
|
$
971,020
|
|
$
442,266
|
Realty
Shares
|
N/A
|
|
$1,244,202
|
|
$1,071,923
|
|
$1,131,101
|
Preferred Securities and Income SMA
Shares(2)
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
(1)
|
Effective
July 1, 2019, the fiscal year end for Alternative Income Fund is October 31.
|
(2)
|
Preferred
Securities and Income SMA Shares commenced operations on March 1, 2019.
|
Distributor
Cohen & Steers Securities, LLC located at
280 Park Avenue, New York, NY 10017 (the “Distributor”), serves as the Distributor of shares of each Fund.
For Class A, Class C and
Class R shares of Low Duration Preferred and Income Fund, Alternative Income Fund, Global Infrastructure Fund, Global Realty Shares, Realty Shares, International Realty Fund, MLP & Energy Opportunity Fund, Preferred Securities and Income Fund,
Real Assets Fund and Real Estate Securities Fund, the Distributor receives compensation as described below under each Fund’s Distribution Plan or Distribution and Service Plan.
With respect to Institutional Realty Shares
and Preferred Securities and Income SMA Shares, which each offer only one class of shares and do not have a Distribution Plan, the Distributor serves without compensation.
The Distributor is not obligated to sell any
specific amount of shares of any Fund and will sell shares, as agent for each Fund, on a continuous basis only against orders to purchase shares.
The Distributor is an “affiliated
person” of the Advisor, which is itself an affiliated person of each Fund. The Distributor is a wholly-owned subsidiary of CNS. Those individuals identified above under “Management of the Fund” as Directors or officers of both the
Funds and the Distributor are affiliated persons of both entities.
For the fiscal years ended:
(i) December 31, 2018, 2017 and 2016 for each Fund other than Low Duration Preferred and Income Fund, Alternative Income Fund and MLP & Energy Opportunity Fund; (ii) April 30, 2019, 2018, 2017 and 2016 for Low Duration Preferred and Income Fund;
(iii) February 28, 2019, February 28, 2018, February 28, 2017 and February 29, 2016 for Alternative Income Fund; and (iv) November 30, 2018, 2017 and 2016 for MLP & Energy Opportunity Fund, the Distributor received the following combined
commissions on sales of Class A, Class C and Class R shares of, Alternative Income Fund, Global Infrastructure Fund, Global Realty Shares, International Realty Fund, Low Duration Preferred and Income Fund, Preferred Securities
and Income Fund, Real Assets Fund, Real Estate Securities
Fund and MLP & Energy Opportunity Fund:
|
2019
|
|
2018
|
|
2017
|
|
2016
|
Low Duration Preferred and Income
Fund
|
$39,317
|
|
$122,138
|
|
$
18,714
|
|
$
1,197
|
Alternative Income
Fund(1)
|
$28,385
|
|
$
5,049
|
|
$
5,322
|
|
$
5,867
|
Global Infrastructure
Fund
|
N/A
|
|
$
12,613
|
|
$
15,678
|
|
$
12,276
|
Global Realty
Shares
|
N/A
|
|
$
5,296
|
|
$
15,466
|
|
$
6,157
|
International Realty
Fund
|
N/A
|
|
$
32,758
|
|
$
3,124
|
|
$
2,559
|
MLP & Energy Opportunity
Fund
|
N/A
|
|
$
15,571
|
|
$
7,313
|
|
$
11,729
|
Preferred Securities and Income
Fund
|
N/A
|
|
$194,485
|
|
$452,114
|
|
$620,842
|
Real Assets
Fund
|
N/A
|
|
$
4,354
|
|
$
30,721
|
|
$
23,646
|
Real Estate Securities
Fund
|
N/A
|
|
$
64,481
|
|
$177,542
|
|
$196,252
|
(1)
|
Effective
July 1, 2019, the fiscal year end for Alternative Income Fund is October 31.
|
Custodian and Transfer and Dividend
Disbursing Agent
State Street, which has
its principal business at One Lincoln Street, Boston, Massachusetts 02111, has been retained to act as custodian of each Fund’s investments. The Transfer Agent, which has its principal business at P.O. Box 219953, Kansas City, MO 64121-9953
provides transfer and dividend disbursing agency services to each Fund.
Neither State Street nor the Transfer Agent
has any part in deciding a Fund’s investment policies or which securities are to be purchased or sold for a Fund’s portfolio.
Proxy Voting
The Funds’ Boards of Directors have
delegated to the Advisor and, as applicable, the Subadvisors the responsibility for voting proxies on behalf of each Fund, and have determined that the Advisor and, as applicable, the Subadvisors will vote proxies with respect to those portfolio
securities for which they have investment responsibility. A summary of the proxy voting policies and procedures for the Advisor and each Subadvisor is set forth in Appendix A.
Each Fund is required to
file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. Each Fund’s Form N-PX filings are available (i) without charge, upon request, by calling toll-free at (800) 437-9912 and (ii) on the
SEC’s website (http://www.sec.gov).
Code of Ethics
The Funds, the Advisor, the Subadvisors and
the Distributor have adopted codes of ethics pursuant to Rule 17j-1 under the 1940 Act and with respect to the Advisor and Subadvisors, Rule 204A-1 under the Investment Advisers Acts of 1940, as amended, addressing personal securities transactions
and other conduct by investment personnel and access persons who may have access to information about the Funds’ securities transactions. The codes are intended to address potential conflicts of interest that can arise in connection with
personal trading activities of such persons. Persons subject to the codes are generally permitted to engage in personal securities transactions, including investing in securities eligible for investment by the Funds, subject to certain prohibitions,
which may include prohibitions on investing in certain types of securities, pre-clearance requirements, blackout periods, annual and
quarterly reporting of personal securities holdings and
limitations on personal trading of initial public offerings. Violations of the codes are subject to review by the Board of Directors and could result in severe penalties.
Portfolio Transactions and Brokerage
The Advisor, CNS Asia and CNS UK. Subject to the supervision of the Board of Directors, decisions to buy and sell securities for a Fund and negotiation of its brokerage commission rates are made by the Advisor and, as applicable, each Subadvisor.
Transactions on U.S. and, as applicable, non-U.S. stock exchanges involve the payment by a Fund of negotiated brokerage commissions. Generally, commissions relating to securities traded on foreign exchanges will be higher than commissions relating
to securities traded on U.S. exchanges. Fixed-income securities are purchased and sold (including certain preferred securities) through principal transactions, meaning the securities are normally purchased on a net basis directly from the issuer or
a primary market-maker acting as principal for the securities. The Funds generally do not pay a stated brokerage commission on these transactions, although the purchase price for such securities usually includes an undisclosed compensation.
Purchases of securities from underwriters typically include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market-makers typically include a dealer’s mark-up (i.e., a spread between the bid and asked prices). There is generally no stated commission in the case of equity securities traded in the over-the-counter market but the price paid by a Fund usually includes an undisclosed
dealer commission or mark-up. In certain instances, a Fund may make purchases of underwritten or agency placed issues at prices that reflect underwriting or placement fees. The Advisor and, as applicable, each Subadvisor, will only cause a Fund to
engage in these transactions if they deem such participation to be in the best interests of the Fund. In certain circumstances, regulatory restrictions may prevent a Fund from purchasing securities in an offering in which an affiliate serves as
placement agent of the issuer, and that Fund’s inability to participate could be deemed to be to the detriment of the Fund.
The Advisor and, as applicable, a Subadvisor,
have the responsibility of selecting brokers and dealers to execute portfolio transactions. In selecting a broker to execute each particular transaction, the Advisor and, as applicable, each Subadvisor, generally will take the following into
consideration (if and as relevant to the transaction): the best net price available; the reliability, integrity and financial condition of the broker; the size and difficulty in executing the order; and the value of the expected contribution of the
broker to the investment performance of the Fund on a continuing basis. Accordingly, the cost of the brokerage commissions to a Fund in any transaction may be greater than that available from other brokers if the difference is reasonably justified
by other aspects of the portfolio execution and other services offered, including research services. Research services include research reports and analyzed market data services.
In transactions to buy and sell fixed-income
securities, the selection of the broker-dealer is determined by the availability of the desired security and its offering price, as well as the broker-dealer’s general execution and operational and financial capabilities in the type of
transaction involved. The Advisor and, as applicable, a Subadvisor, will seek to obtain prompt execution of orders at the most favorable prices or yields and may consider other factors as appropriate.
The Advisor and, as applicable, each
Subadvisor, shall not be deemed to have acted unlawfully or to have breached any duty solely by reason of its having caused a Fund to pay a broker an amount of commission for effecting a portfolio investment transaction in excess of the amount of
commission
another broker would have charged solely for execution
services for that transaction if the Advisor or a Subadvisor, as the case may be, determines in good faith that the commission was reasonable in relation to the value of the research service provided.
Research and investment information may be
provided by brokers at no cost to the Advisor or a Subadvisor, if applicable, and available for the benefit of other accounts advised by the Advisor, a Subadvisor, if applicable, and their affiliates, and not all of the information will be used in
connection with a Fund. While this information may be useful in varying degrees and may tend to reduce the Advisor’s or a Subadvisors’ expenses, it is not possible to estimate its value, and in the opinion of the Advisor or a Subadvisor,
if applicable, it does not reduce the Advisor’s or a Subadvisor’s expenses in a determinable amount.
The Advisor and each Subadvisor, if
applicable, may take into account payments made by brokers effecting transactions for a Fund to other persons on behalf of a Fund for services provided to it for which it would be obligated to pay (such as custodial and professional fees).
The revised European Union (“EU”)
Markets in Financial Instruments Directive (“MiFID II”), which became effective January 3, 2018, requires EU investment managers in the scope of the EU Markets in the Financial Instruments Directive to pay for research services from
brokers and dealers directly out of their own resources or by establishing “research payment accounts” for each client, rather than through client commissions. MiFID II’s research requirements present various compliance and
operational considerations for investment advisors and broker-dealers serving clients in both the United States and the EU. It is possible that a Subadvisor subject to MiFID II will cause a Fund to pay for research services with soft dollars in
circumstances where the Subadvisor is prohibited from causing its other client accounts to do so, including where the Subadvisor aggregates trades on behalf of the Fund and those other client accounts. In such situations, the Fund would bear the
additional amounts for the research services and the Fund’s Subadvisor’s other client accounts would not, although the Subadvisor’s other client accounts might nonetheless benefit from those research services.
Pursuant to its internal procedures, the
Advisor regularly evaluates the brokerage and research services provided by each broker-dealer that it uses.
For the fiscal years ended:
(i) December 31, 2018, 2017 and 2016 for each Fund other than Low Duration Preferred and Income Fund, Alternative Income Fund, Preferred Securities and Income SMA Shares and MLP & Energy Opportunity Fund; (ii) April 30, 2019, 2018, 2017 and 2016
for Low Duration Preferred and Income Fund; (iii) February 28, 2019, February 28, 2018, February 28, 2017 and February 29, 2016 for Alternative Income Fund; and (iv) November 30, 2018, 2017 and 2016 for MLP & Energy Opportunity Fund, each Fund
paid total brokerage commissions in the following amounts:
|
2019
|
|
2018
|
|
2017
|
|
2016
|
Low Duration Preferred and Income
Fund
|
$
47,062
|
|
$
21,627
|
|
$
14,353
|
|
$
5,202
|
Alternative Income
Fund(1)
|
$115,780
|
|
$
197,905
|
|
$
215,902
|
|
$
179,997
|
Global Infrastructure
Fund
|
N/A
|
|
$
242,283
|
|
$
300,960
|
|
$
319,560
|
Global Realty
Shares(2)
|
N/A
|
|
$1,377,749
|
|
$
614,871
|
|
$
701,867
|
Institutional Realty
Shares
|
N/A
|
|
$2,046,863
|
|
$2,145,140
|
|
$2,484,218
|
International Realty
Fund
|
N/A
|
|
$
978,174
|
|
$
840,439
|
|
$1,107,322
|
MLP & Energy Opportunity
Fund(2)
|
N/A
|
|
$
252,348
|
|
$
92,694
|
|
$
107,851
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
Preferred Securities and Income
Fund(2)
|
N/A
|
|
$
737,537
|
|
$
324,274
|
|
$
445,276
|
Real Assets
Fund(2)
|
N/A
|
|
$
154,707
|
|
$
244,764
|
|
$
238,516
|
Real Estate Securities
Fund(2)
|
N/A
|
|
$4,051,324
|
|
$3,501,836
|
|
$3,314,108
|
Realty
Shares(2)
|
N/A
|
|
$3,041,839
|
|
$3,913,372
|
|
$4,782,537
|
Preferred Securities and Income SMA
Shares(3)
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
(1)
|
Effective
July 1, 2019, the fiscal year end for Alternative Income Fund is October 31.
|
(2)
|
The increase
in brokerage commission levels was due to increased portfolio turnover and changes in fund assets.
|
(3)
|
Preferred
Securities and Income SMA Shares commenced operations on March 1, 2019.
|
Of the amounts listed above, brokerage
commission paid to brokers or dealers for providing third party and proprietary research and investment information were as follows:
|
2019
|
|
2018
|
|
2017
|
|
2016
|
Low Duration Preferred and Income
Fund(1)
|
$31,364
|
|
$
14,329
|
|
$
8,578
|
|
$
2,744
|
Alternative Income
Fund(2)
|
$54,874
|
|
$
92,211
|
|
$
92,636
|
|
$
32,476
|
Global Infrastructure
Fund
|
N/A
|
|
$
96,496
|
|
$
123,495
|
|
$
124,545
|
Global Realty
Shares(1)
|
N/A
|
|
$
597,387
|
|
$
264,279
|
|
$
299,598
|
Institutional Realty
Shares
|
N/A
|
|
$
851,190
|
|
$
946,105
|
|
$1,065,261
|
International Realty
Fund
|
N/A
|
|
$
418,487
|
|
$
353,218
|
|
$
458,228
|
MLP & Energy Opportunity
Fund(1)
|
N/A
|
|
$
100,329
|
|
$
36,318
|
|
$
36,687
|
Preferred Securities and Income
Fund(1)
|
N/A
|
|
$
443,434
|
|
$
208,307
|
|
$
267,480
|
Real Assets
Fund
|
N/A
|
|
$
71,075
|
|
$
94,629
|
|
$
89,311
|
Real Estate Securities
Fund
|
N/A
|
|
$1,709,470
|
|
$1,553,066
|
|
$1,361,019
|
Realty
Shares
|
N/A
|
|
$1,276,016
|
|
$1,745,120
|
|
$2,067,255
|
Preferred Securities and Income SMA
Shares(3)
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
(1)
|
The increase
in brokerage commission levels was due to increased portfolio turnover and changes in fund assets.
|
(2)
|
Effective
July 1, 2019, the fiscal year end for Alternative Income Fund is October 31.
|
(3)
|
Preferred
Securities and Income SMA Shares commenced operations on March 1, 2019.
|
As of the close of the
fiscal year ended: (i) December 31, 2018 for each Fund other than Low Duration Preferred and Income Fund, Alternative Income Fund, Preferred Securities and Income SMA Shares and MLP & Energy Opportunity Fund; (ii) April 30, 2019 for Low Duration
Preferred and Income Fund; (iii) February 28, 2019 for Alternative Income Fund; and (iv) November 30, 2018 for MLP & Energy Opportunity Fund, the Funds did not acquire securities of their regular brokers or dealers (as defined in Rule 10b-1
under the 1940 Act) or of their parents, with the exception of Preferred Securities and Income Fund, Real Assets Fund, Alternative Income Fund and Low Duration Preferred and Income Fund.
As of December 31, 2018, Preferred Securities
and Income Fund and Real Assets Fund held securities of their regular brokers or dealers or of their parents as follows:
|
Dollar
Value of
Securities
Owned
|
Preferred
Securities and Income Fund
|
|
Bank of America
Corp.
|
$280,434,104
|
J.P. Morgan Chase &
Co.
|
$188,573,683
|
Citigroup
|
$177,269,616
|
UBS
|
$164,838,436
|
Credit
Suisse
|
$118,054,955
|
Morgan
Stanley
|
$95,743,668
|
Goldman, Sachs &
Co.
|
$26,265,097
|
|
Dollar
Value of
Securities
Owned
|
Deutsche
Bank
|
$9,680,462
|
|
|
Real
Assets Fund
|
|
State Street
Bank
|
$2,050,257
|
Citigroup
|
$332,350
|
Morgan
Stanley
|
$306,101
|
Goldman, Sachs &
Co.
|
$168,296
|
J.P. Morgan Chase &
Co.
|
$99,550
|
As of February 28,
2019, Alternative Income Fund held securities of its regular brokers or dealers or of their parents as follows:
|
Dollar
Value of
Securities
Owned
|
Bank of America
Corp.
|
$2,261,057
|
J.P. Morgan Securities
Inc.
|
$1,333,408
|
Morgan
Stanley
|
$1,125,904
|
Goldman, Sachs &
Co.
|
$565,906
|
As of April 30, 2019, Low
Duration Preferred and Income Fund held securities of its regular brokers or dealers or of their parents as follows:
|
Dollar
Value of
Securities
Owned
|
Citigroup
|
$69,340,774
|
Wells Fargo &
Co.
|
$49,572,903
|
J.P. Morgan Chase &
Co.
|
$66,430,468
|
Morgan Stanley
|
$32,084,788
|
Goldman, Sachs &
Co.
|
$27,886,685
|
Barclays Capital
Inc.
|
$21,385,303
|
Bank of
America
|
$17,796,857
|
For the fiscal
years ended: (i) December 31, 2018 and 2017 for each Fund other than Low Duration Preferred and Income Fund, Alternative Income Fund, Preferred Securities and Income SMA Shares and MLP & Energy Opportunity Fund; (ii) April 30, 2019, 2018, 2017
and 2016 for Low Duration Preferred and Income Fund; (iii) February 28, 2019, February 28, 2018, February 28, 2017 and February 29, 2016 for Alternative Income Fund; and (iv) November 30, 2018, 2017 and 2016 for MLP & Energy Opportunity Fund,
each Fund’s portfolio turnover rates were as follows:
|
2019
|
|
2018
|
|
2017
|
|
2016
|
Low Duration Preferred and Income
Fund
|
52%
|
|
34%
|
|
52%
|
|
40%
|
Alternative Income
Fund(1)
|
158%
(3)
|
|
102%
(3)
|
|
70%
|
|
64%
|
Global Infrastructure
Fund
|
N/A
|
|
56%
|
|
79%
|
|
89%
|
Global Realty
Shares
|
N/A
|
|
76%
|
|
75%
|
|
104%
|
Institutional Realty
Shares
|
N/A
|
|
68%
|
|
76%
|
|
79%
|
International Realty
Fund
|
N/A
|
|
76%
|
|
67%
|
|
68%
|
MLP & Energy Opportunity
Fund
|
N/A
|
|
75%
|
|
45%
|
|
59%
|
Preferred Securities and Income
Fund
|
N/A
|
|
51%
|
|
36%
|
|
51%
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
Real Assets
Fund
|
N/A
|
|
99%
|
|
124%
|
|
118%
|
Real Estate Securities
Fund
|
N/A
|
|
75%
|
|
77%
|
|
83%
|
Realty
Shares
|
N/A
|
|
63%
|
|
75%
|
|
78%
|
Preferred Securities and Income SMA
Shares(2)
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
(1)
|
Effective
July 1, 2019, the fiscal year end for Alternative Income Fund is October 31.
|
(2)
|
Preferred
Securities and Income SMA Shares commenced operations on March 1, 2019.
|
(3)
|
The increase
in turnover over the past fiscal year is attributable to increasing portfolio concentration and portfolio shifts in response to new fiscal and monetary policies.
|
Organization and Description of Capital
Stock
Each Fund is a Maryland corporation that is
authorized to issue shares of Common Stock, $.001 par value per share, in the following respective amounts:
Fund
|
|
Authorized
Shares
|
Low Duration Preferred and Income
Fund
|
|
1,400,000,000
shares
|
Class A
Shares
|
|
200,000,000
|
Class C
Shares
|
|
200,000,000
|
Class F
Shares
|
|
200,000,000
|
Class I
Shares
|
|
400,000,000
|
Class R
Shares
|
|
200,000,000
|
Class Z
Shares
|
|
200,000,000
|
Alternative Income
Fund
|
|
400,000,000
shares
|
Class A
Shares
|
|
50,000,000
|
Class C
Shares
|
|
50,000,000
|
Class F
Shares
|
|
50,000,000
|
Class I
Shares
|
|
150,000,000
|
Class R
Shares
|
|
50,000,000
|
Class Z
Shares
|
|
50,000,000
|
Global Infrastructure
Fund
|
|
400,000,000
shares
|
Class A
Shares
|
|
50,000,000
|
Class C
Shares
|
|
50,000,000
|
Class F
Shares
|
|
50,000,000
|
Class I
Shares
|
|
150,000,000
|
Class R
Shares
|
|
50,000,000
|
Class Z
Shares
|
|
50,000,000
|
Global Realty
Shares
|
|
400,000,000
shares
|
Class A
Shares
|
|
50,000,000
|
Class C
Shares
|
|
50,000,000
|
Class F
Shares
|
|
50,000,000
|
Class I
Shares
|
|
150,000,000
|
Class R
Shares
|
|
50,000,000
|
Class Z
Shares
|
|
50,000,000
|
Institutional Realty
Shares
|
|
100,000,000
shares
|
International Realty
Fund
|
|
1,800,000,000
shares
|
Class A
Shares
|
|
250,000,000
|
Class C
Shares
|
|
250,000,000
|
Class F
Shares
|
|
250,000,000
|
Class I
Shares
|
|
550,000,000
|
Fund
|
|
Authorized
Shares
|
Class R
Shares
|
|
250,000,000
|
Class Z
Shares
|
|
250,000,000
|
MLP & Energy Opportunity
Fund
|
|
1,400,000,000
shares
|
Class A
Shares
|
|
200,000,000
|
Class C
Shares
|
|
200,000,000
|
Class F
Shares
|
|
200,000,000
|
Class I
Shares
|
|
400,000,000
|
Class R
Shares
|
|
200,000,000
|
Class Z
Shares
|
|
200,000,000
|
Preferred Securities and Income
Fund
|
|
2,200,000,000
shares
|
Class A
Shares
|
|
200,000,000
|
Class C
Shares
|
|
200,000,000
|
Class F
Shares
|
|
200,000,000
|
Class I
Shares
|
|
1,200,000,000
|
Class R
Shares
|
|
200,000,000
|
Class Z
Shares
|
|
200,000,000
|
Real Assets
Fund
|
|
1,400,000,000
shares
|
Class A
Shares
|
|
200,000,000
|
Class C
Shares
|
|
200,000,000
|
Class F
Shares
|
|
200,000,000
|
Class I
Shares
|
|
400,000,000
|
Class R
Shares
|
|
200,000,000
|
Class Z
Shares
|
|
200,000,000
|
Real Estate Securities
Fund
|
|
850,000,000
shares
|
Class A
Shares
|
|
100,000,000
|
Class C
Shares
|
|
50,000,000
|
Class F
Shares
|
|
50,000,000
|
Class I
Shares
|
|
550,000,000
|
Class R
Shares
|
|
50,000,000
|
Class Z
Shares
|
|
50,000,000
|
Realty
Shares
|
|
700,000,000
shares
|
Class A
Shares
|
|
100,000,000
|
Class C
Shares
|
|
50,000,000
|
Class F
Shares
|
|
50,000,000
|
Class I
Shares
|
|
200,000,000
|
Class L
Shares
|
|
200,000,000
|
Class R
Shares
|
|
50,000,000
|
Class Z
Shares
|
|
50,000,000
|
Preferred Securities and Income SMA
Shares
|
|
100,000,000
shares
|
Realty Shares is currently divided into seven classes as
designated as Class A Common Stock, Class C Common Stock, Class F Common Stock, Class I Common Stock, Class L Common Stock, Class R Common Stock, and Class Z Common Stock. Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund ,
Global Infrastructure Fund, Global Realty Shares, International Realty Fund, Real Estate Securities Fund, Preferred Securities and Income Fund, Alternative Income Fund and Real Assets Fund are divided into six classes designated as Class A Common
Stock, Class C Common Stock, Class F Common Stock, Class I Common Stock, Class R Common Stock and Class Z Common Stock (each of the foregoing Funds is a “Multiclass Fund” and collectively, are the “Multiclass Funds”). Class F
Common Stock is currently only available for purchase in Preferred Securities and Income Fund and Real Estate Securities Fund.
Institutional Realty Shares and Preferred
Securities and Income SMA Shares each presently have one class of shares.
Each Fund shall, to the
extent permitted by applicable law, have the right, at its option, at any time to redeem shares owned by any shareholder if its Board of Directors has determined that it is in the best interest of the Fund to redeem its shares. The Funds’
shares have no preemptive or conversion rights. With respect to the Multiclass Funds, each class of shares represents an interest in the same assets of the Fund and is identical in all respects except that (i) each class is subject to different
sales charges and distributions and service fees, which may affect performance, and (ii) each class has exclusive voting rights on any matter submitted to shareholders that affects only that class, including any matter that relates to that
class’ Distribution Plan or Distribution and Service Plan and has separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class. With the exceptions noted above
for Multiclass Funds, all shares of a Fund have equal voting, dividend, distribution and liquidation rights. All shares of the Funds, when duly issued, will be fully paid and non-assessable. Shareholders are entitled to one vote per share. All
voting rights for the election of Directors are noncumulative, which means that the holders of more than 50% of the shares outstanding can elect 100% of the Directors then nominated for election if they choose to do so and, in such event, the
holders of the remaining shares will not be able to elect any Directors. The foregoing description is subject to the provisions contained in each Fund’s Articles of Incorporation and By-laws as amended and supplemented from time-to-time.
The Board of Directors is authorized
to reclassify and issue any unissued shares of a Fund without shareholder approval. Accordingly, in the future, the Board of Directors may create additional series of shares with different investment objectives, policies or restrictions. Any
issuance of shares of another class would be governed by the 1940 Act and Maryland law.
With respect to Cohen & Steers Real Assets
Fund, Ltd., a wholly-owned subsidiary of Cohen & Steers Real Assets Fund, Inc., CT Corporation System, located at 111 Eighth Avenue, New York, NY 10011, serves as agent in the United States for service of process in any suit, action or
proceeding before the Securities and Exchange Commission or any appropriate court.
Dealer Reallowances
(Low Duration Preferred and Income Fund,
Alternative Income Fund, Global Infrastructure Fund, Global Realty Shares, Realty Shares, International Realty Fund, MLP & Energy Opportunity Fund, Preferred Securities and Income Fund, Real Assets Fund and Real Estate Securities Fund
Only)
With respect to the Multiclass Funds, except
Preferred Securities and Income Fund and Low Duration Preferred and Income Fund, dealers and financial advisors receive a percentage of the initial sales charge on sales of Class A shares, as set forth below:
Investment
Amount
|
|
Sales
Charge
as a % of
Offering Price(1)
|
|
Sales
Charge
as a % of
Net Amount Invested
|
|
Regular
Dealer
Reallowance as a %
of Offering Price
|
Less than
$100,000
|
|
4.50%
|
|
4.71%
|
|
4.00%
|
$100,000 but less than
$250,000
|
|
3.75%
|
|
3.90%
|
|
3.25%
|
$250,000 but less than
$500,000
|
|
2.75%
|
|
2.83%
|
|
2.25%
|
$500,000 but less than $1
million
|
|
2.25%
|
|
2.30%
|
|
1.75%
|
$1 million or
more
|
|
None
|
|
None
|
|
1.00†
|
With respect to
Preferred Securities and Income Fund only, dealers and financial advisors receive a percentage of the initial sales charge on sales of Class A shares, as set forth below:
Investment
Amount
|
|
Sales
Charge
as a % of
Offering Price(1)
|
|
Sales
Charge
as a % of
Net Amount Invested
|
|
Regular
Dealer
Reallowance as a %
of Offering Price
|
Less than
$100,000
|
|
3.75%
|
|
3.90%
|
|
3.25%
|
$100,000 but less than
$250,000
|
|
2.75%
|
|
2.83%
|
|
2.25%
|
$250,000 but less than
$500,000
|
|
2.00%
|
|
2.04%
|
|
1.50%
|
$500,000 but less than $1
million
|
|
1.00%
|
|
1.01%
|
|
1.00%
|
$1 million or
more
|
|
None
|
|
None
|
|
1.00†
|
With respect to Low
Duration Preferred and Income Fund only, dealers and financial advisors receive a percentage of the initial sales charge on sales of Class A shares, as set forth below:
Investment
Amount
|
|
Sales
Charge
as a % of
Offering Price(1)
|
|
Sales
Charge
as a % of
Net Amount Invested
|
|
Regular
Dealer
Reallowance as a %
of Offering Price
|
Less than
$100,000
|
|
2.00%
|
|
2.04%
|
|
1.75%
|
$100,000 but less than
$250,000
|
|
1.75%
|
|
1.78%
|
|
1.50%
|
$250,000 but less than
$500,000
|
|
1.25%
|
|
1.27%
|
|
1.00%
|
$500,000 or
more
|
|
None
|
|
None
|
|
1.00†
|
(1)
|
“Offering
Price” is the amount that you actually pay for Fund shares; it includes the initial sales charge.
|
†
|
See
“Other Information.”
|
The Distributor receives for its services the
difference between the applicable sales charges as a percentage of the offering price and the regular dealer reallowance as a percentage of the offering price.
Distribution Plan
(Low Duration Preferred and Income Fund,
Alternative Income Fund, Global Infrastructure Fund, Global Realty Shares, Realty Shares, International Realty Fund, MLP & Energy Opportunity Fund, Preferred Securities and Income Fund, Real Assets Fund and Real Estate Securities Fund
Only)
Each Multiclass Fund,
except Low Duration Preferred and Income Fund, has adopted a Distribution Plan and related agreements (the “Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act, which provides that investment companies may pay distribution
expenses, directly or indirectly, pursuant to a distribution plan adopted by the investment company’s Board of Directors. Under the Distribution Plan, each Fund will pay to the Distributor, as compensation for acting as principal underwriter
of a Fund’s shares and as reimbursement of the distribution expenses incurred therewith, a fee at annual rates not to exceed 0.25%, 0.75% and 0.50% of the average daily net assets of each Fund attributable to Class A shares, Class C shares and
Class R shares, respectively. With respect to Class A shares, the Distributor may use such amounts to pay various distribution-related expenses, including (i) to make payments to brokers, financial institutions and other financial intermediaries
(payee(s)) who have rendered distribution assistance, and (ii) for other expenses such as advertising costs, payments to internal wholesalers and the payment for printing and distribution of Prospectuses to prospective investors. With respect to
Class R shares, the Distributor may also use such amounts to pay various shareholder service-related expenses, such as processing and mailing trade confirmations, monthly statements, prospectuses, annual reports, semi-annual reports, and shareholder
notices and other SEC-required communications; capturing and processing tax data; issuing and mailing dividend checks to shareholders who have selected cash distributions; preparing record date shareholder lists for proxy solicitations; collecting
and posting distributions to shareholder accounts; and establishing and maintaining systematic withdrawals and automated investment plans and shareholder account registrations.
Low Duration Preferred and Income Fund has
adopted a distribution and service plan pursuant to Rule 12b-1 under the 1940 Act (the “Distribution and Service Plan”) which allows the Fund to pay fees for the sale and distribution of its shares and for servicing of shareholder
accounts. Under the Distribution and Service Plan, the Fund pays the Distributor a monthly distribution fee at an annual rate not to exceed 0.25% and 0.75% of the average daily net assets attributable to the Fund’s Class A and Class C shares,
respectively, for the sale and distribution of its shares. Also under the Distribution and Service Plan, the Fund may pay the Distributor a monthly service fee at an annual rate of up to 0.10% and 0.25% of the average daily net assets attributable
to the Fund’s Class A and Class C shares, respectively, for shareholder account service and maintenance. In addition, the Distribution and Service Plan provides that, for the sale and distribution of its shares and for shareholder account
service and maintenance, the Fund pays the Distributor at an annual rate not to exceed 0.50% of the average daily net assets attributable to the Class R shares. The Distributor may use such amounts to pay various distribution-related expenses,
including but not limited to: (i) payments to brokers, financial institutions and other financial intermediaries (payee(s)) who have rendered distribution assistance, and (ii) for other expenses such as advertising costs, payments to internal
wholesalers and the payment for printing and distribution of Prospectuses to prospective investors. The Distributor may also use such amounts to pay various shareholder service-related expenses, such as processing
and mailing trade confirmations, monthly statements,
prospectuses, annual reports, semi-annual reports, and shareholder notices and other SEC-required communications; capturing and processing tax data; issuing and mailing dividend checks to shareholders who have selected cash distributions; preparing
record date shareholder lists for proxy solicitations; collecting and posting distributions to shareholder accounts; and establishing and maintaining systematic withdrawals and automated investment plans and shareholder account registrations.
The Class F, Class I, Class
L and Class Z shares do not participate in the Distribution Plan or Distribution and Service Plan. In addition to the amounts required by the Distribution Plan or Distribution and Service Plan, the Distributor and/or the Advisor may, in their
discretion, pay additional amounts from their own resources. The Board of Directors has determined that there is a reasonable likelihood the Distribution Plan or Distribution and Service Plan will benefit each Multiclass Fund and its Class A, Class
C and Class R shareholders. The expected benefits include greater sales (for Class A, Class C and Class R shares) and lower redemptions of each class of shares, which should allow each class to maintain a consistent cash flow.
For the fiscal years ended: (i) December 31,
2018 for each Fund other than Low Duration Preferred and Income Fund, Alternative Income Fund and MLP & Energy Opportunity Fund; (ii) April 30, 2019 for Low Duration Preferred and Income Fund; (iii) February 28, 2019 for Alternative Income Fund;
and (iv) November 30, 2018 for MLP & Energy Opportunity Fund, with respect to the Class A, Class C and Class R shares, each Multiclass Fund paid distribution services fees for expenditures under the Distribution Plan (the Distribution and
Service Plan for Low Duration Preferred and Income Fund, which allows the Fund to pay fees for the sale and distribution of its shares and for servicing of shareholder accounts) in the following aggregate amounts.
|
Class
A Shares
|
|
Class
C Shares
|
|
Class
R Shares
|
Low Duration Preferred and Income
Fund
|
$
345,415
|
|
$
465,969
|
|
$
2,509
|
Alternative Income
Fund(1)
|
$
47,851
|
|
$
113,333
|
|
$
427
|
Global Infrastructure
Fund
|
$
79,035
|
|
$
143,259
|
|
$
355
|
Global Realty
Shares
|
$
184,269
|
|
$
351,159
|
|
$
1,912
|
International Realty
Fund
|
$
140,329
|
|
$
231,169
|
|
$
611
|
MLP & Energy Opportunity
Fund
|
$
36,905
|
|
$
74,034
|
|
$
4,092
|
Preferred Securities and Income
Fund
|
$2,105,954
|
|
$5,705,163
|
|
$11,751
|
Real Assets
Fund
|
$
45,422
|
|
$
44,648
|
|
$
393
|
Real Estate Securities
Fund
|
$1,330,007
|
|
$1,768,500
|
|
$51,116
|
Realty
Shares(2)
|
N/A
|
|
N/A
|
|
N/A
|
(1)
|
Effective
July 1, 2019, the fiscal year end for Alternative Income Fund is October 31.
|
(2)
|
Realty Shares
adopted a Distribution Plan effective July 1, 2019.
|
Under the Distribution Plan and Distribution
and Service Plan, the Treasurer for each Multiclass Fund reports quarterly to the Board of Directors the amounts paid under the Distribution Plan and the Distribution and Service Plan. During the continuance of the Distribution Plan and Distribution
and Service Plan the selection and nomination of the Independent Directors are at the discretion of the Independent Directors currently in office. The Distribution Plan and Distribution and Service Plan may be terminated at any time by a vote of the
shareholders or by vote of the Independent Directors. The Distribution Plan and Distribution and Service Plan and related agreements may be renewed from year to year if approved by a vote of the majority of the Board of Directors, and by the vote of
the Independent Directors cast in person at a meeting called for the purpose of voting on such renewal. The Distribution Plan and Distribution and Service Plan may not
be amended to increase materially the amount to be spent for
distribution without shareholder approval. All material amendments to the Distribution Plan and Distribution and Service Plan must be approved by a vote of the Board of Directors and of the Independent Directors, cast in person at a meeting called
for the purpose of such vote.
Pursuant
to the rules of the Financial Industry Regulatory Authority (“FINRA”), the Distributor is required to limit aggregate initial sales charges, deferred sales charges and asset-based sales charges to 6.25% of total gross sales of each class
of shares. Interest charges on unreimbursed distribution expenses equal to the prime rate plus one percent per annum may be added to the 6.25% limitation. Sales from the reinvestment of dividends and distributions are not included in the calculation
of the 6.25% limitation. The annual asset-based sales charge on shares of a Fund may not exceed 0.75 of 1% per class. The 6.25% limitation applies to each class of a Multiclass Fund rather than on a per shareholder basis. If aggregate sales charges
were to exceed 6.25% of total gross sales of any class, all sales charges on shares of that class would be suspended.
Shareholder Services Plan
Each of the Multiclass
Funds, except Low Duration Preferred and Income Fund, has adopted a shareholder services plan, pursuant to which each Fund pays the Distributor a fee at an annual rate of up to 0.10% of the average daily net assets of each Fund’s Class A
shares, up to 0.25% of the average daily net assets of each Fund’s Class C shares, up to 0.10% of the average daily net assets and each Fund’s Class I shares and up to 0.10% of the average daily net assets of Class L shares for Realty
Shares, for shareholder account service and maintenance. Low Duration Preferred and Income Fund has adopted a shareholder services plan for Class I shares pursuant to which the Fund pays the Distributor a fee at an annual rate of up to 0.10% of the
average daily net assets of the Fund’s Class I shares, for shareholder account service and maintenance. Under these plans, each Fund or the Distributor may enter into agreements with qualified financial institutions to provide shareholder
services (such as processing and mailing trade confirmations, monthly statements, prospectuses, annual reports, semi-annual reports, and shareholder notices and other SEC-required communications; capturing and processing tax data; issuing and
mailing dividend checks to shareholders who have selected cash distributions; preparing record date shareholder lists for proxy solicitations; collecting and posting distributions to shareholder accounts; and establishing and maintaining systematic
withdrawals and automated investment plans and shareholder account registrations) and the Distributor is responsible for payment to the financial institutions. Services provided may vary based on the services offered by your financial institution
and the class of shares in which you invest.
For the fiscal year ended December 31, 2018,
Realty Shares paid $4,022,920 for expenditures under the shareholder services plan. For the fiscal years ended: (i) December 31, 2018 for each Fund other than Low Duration Preferred and Income Fund, Alternative Income Fund, and MLP & Energy
Opportunity Fund; (ii) April 30, 2019 for Low Duration Preferred and Income Fund; (iii) February 28, 2019 for Alternative Income Fund; and (iv) November 30, 2018 for MLP & Energy
Opportunity Fund, each Fund paid fees for expenditures under
the shareholder services plan, in the aggregate amount as follows:
|
Class
A Shares
|
|
Class
C Shares
|
|
Class
I Shares
|
Low Duration Preferred and Income
Fund
|
$
0
|
|
$
0
|
|
$
711,056
|
Alternative Income
Fund(1)
|
$
19,140
|
|
$
37,778
|
|
$
21,577
|
Global Infrastructure
Fund
|
$
31,614
|
|
$
47,753
|
|
$
156,416
|
Global Realty
Shares
|
$
73,708
|
|
$
117,053
|
|
$
617,584
|
International Realty
Fund
|
$
56,132
|
|
$
77,056
|
|
$
385,456
|
MLP & Energy Opportunity
Fund
|
$
14,762
|
|
$
24,678
|
|
$
52,385
|
Preferred Securities and Income
Fund
|
$842,382
|
|
$1,901,721
|
|
$2,969,095
|
Real Assets
Fund
|
$
15,574
|
|
$
14,883
|
|
$
88,748
|
Real Estate Securities
Fund
|
$532,003
|
|
$
589,500
|
|
$2,566,344
|
(1)
|
Effective
July 1, 2019, the fiscal year end for Alternative Income Fund is October 31.
|
Under the shareholder services plans, each
Fund’s Treasurer reports quarterly the amounts of the payments. During the continuance of the shareholder services plans the selection and nomination of the Independent Directors are at the discretion of the Independent Directors currently in
office.
Other Information
The Advisor and the Distributor may make
payments from their own resources to dealers and other financial intermediaries as compensation for distribution, administrative or other services (“Additional Payments”). In the case of Multiclass Funds, these Additional Payments are in
addition to the compensation these intermediaries receive from sales commissions, distribution fees and shareholder service fees, as described in the Prospectuses of the Multiclass Funds. With respect to all Funds, these Additional Payments may take
the form of, among other things, “due diligence” payments for an intermediary’s examination of a Fund and payments for providing extra employee training and information relating to a Fund; “listing” fees for the
placement of a Fund on an intermediary’s list of mutual funds available for purchase by its customers; “marketing support” fees for providing assistance in promoting the sale of a Funds’ shares; payments for the sale of
shares and/or the maintenance of share balances; and fees for sub-accounting, administrative and/or shareholder processing services that are in addition to the shareholder servicing fees and networking and sub-transfer agency fees paid by a Fund.
The Additional Payments may be a fixed dollar amount, may be based on the number of customer accounts maintained by a dealer, or may be based on a percentage of the value of shares sold to, or held by, customers of the intermediary. The Advisor and
Distributor may from time to time pay additional cash or non-cash incentives to intermediaries in connection with the sale of shares of a Fund, subject to applicable FINRA rules. Such additional amounts may be utilized, in whole or in part, in some
cases together with other revenues of such dealers, to provide additional compensation to registered representatives who sell shares of a Fund. On some occasions, such cash or non-cash incentives may be offered only to certain dealers who have sold
or may sell significant amounts of shares. Such incentives may include payment for attendance at seminars or payment for occasional meals, sporting events, theater performances or comparable entertainment. Such dealers may elect to receive cash
incentives of equivalent amount in lieu of such payments.
As of December 31, 2018, the top dealers and
other financial intermediaries and/or their affiliates (which may include broker-dealers) that offered shares of a Fund and received Additional Payments,
revenue sharing or similar distribution-related payments
included: Charles Schwab, Fidelity, Merrill Lynch, Morgan Stanley, Wells Fargo, UBS, Pershing, MG Trust, Raymond James and Ameritrade.
Reducing the Initial Sales Charge on Class
A Shares
(Low Duration Preferred and
Income Fund, Alternative Income Fund, Global Infrastructure Fund, Global Realty Shares, Realty Shares, International Realty Fund, MLP & Energy Opportunity Fund, Preferred Securities and Income Fund, Real Assets Fund and Real Estate Securities
Fund Only)
As discussed in the Prospectus of each
Multiclass Fund, the size of the total investment in Class A shares will affect your sales charge. Different financial intermediaries may charge different sales charges. More information on how you can reduce the initial sales charge on Class A
shares is available below, from your financial intermediary and in the Appendix to each Fund’s Prospectus titled “Sales Charge Reductions and Waivers Available Through Certain Intermediaries” (the “Appendix”).
Described below are several methods to reduce
the applicable sales charge. In order to obtain a reduction in the sales charge, an investor must notify, at the time of purchase, his or her dealer, the Transfer Agent or the Distributor of the applicability of one of the following:
Rights of Aggregation. The size of the total investment applies to the total amount being invested by any “person,” which term includes an individual, his or her spouse and children under the age of 21, a trustee or other fiduciary
purchasing for a single trust, estate or single fiduciary account (including a pension, profit-sharing or other employee benefit trust created pursuant to a plan qualified under the Code) although more than one beneficiary is involved, or any U.S.
bank or investment advisor purchasing shares for its investment advisory clients or customers. Any such person purchasing for several accounts at the same time may combine these investments into a single transaction in order to reduce the applicable
sales charge.
Rights of
Accumulation. The Class A shares may be purchased at a reduced sales charge by a “person” (as defined above) who is already a shareholder of a Fund and/or a shareholder of other Cohen & Steers
open-end funds that impose sales charges (“Eligible Funds”) by taking into account not only the amount then being invested, but also the current NAV of the shares of that Fund and other Eligible Funds already held by such person. If the
current NAV of the qualifying shares already held plus the NAV of the current purchase exceeds a point in the schedule of sales charges at which the charge is reduced to a lower percentage, the entire current purchase is eligible for the reduced
charge. To be entitled to a reduced sales charge pursuant to the Rights of Accumulation, the investor must notify his or her dealer, the Transfer Agent or the Distributor at the time of purchase that he or she wishes to take advantage of such
entitlement, and give the numbers of his or her account, and those accounts held in the name of his or her spouse or for a child, and the specific relationship of each such other person to the investor.
Letter of Intention. An investor may also qualify for a reduced sales charge by completing a Letter of Intention (the “Letter”) set forth in the Subscription Agreement attached to the Prospectus or on a separate form for this
purpose which is available from the Funds. This enables the investor to aggregate purchases of shares of a Fund and other Eligible Funds during a 13-month period for
purposes of calculating the applicable sales charge. All
shares of a Fund and other Eligible Funds currently owned by the investor will be credited as purchases toward the completion of the Letter at the greater of their NAV on the date the Letter is executed or their cost. No retroactive adjustment will
be made if purchases exceed the amount indicated in the Letter. For each investment made, the investor must notify his or her dealer, the Transfer Agent or the Distributor that a Letter is on file along with all account numbers associated with the
Letter.
The Letter is not a binding
obligation on the investor. However, 5% of the amount specified in the Letter will be held in escrow, and if the investor’s purchases are less than the amount specified, the investor will be requested to remit to the Fund an amount equal to
the difference between the sales charge paid and the sales charge applicable to the aggregate purchases actually made. If not remitted within 20 days after written request, an appropriate number of escrowed shares will be redeemed in order to
realize the difference. However, the sales charge applicable to the investment will in no event be higher than if the shareholder had not submitted a Letter.
Sales at Net Asset Value. Class A shares of a Fund may be sold at NAV (i.e., without a sales charge) (i) to registered representatives or employees (and their immediate families) of authorized dealers, or to
any trust, pension, profit-sharing or other benefit plan for only such persons, (ii) to banks or trust companies or their affiliates when the bank, trust company, or affiliate is authorized to make investment decisions on behalf of a client, (iii)
to investment advisors and financial planners who place trades for their own accounts or the accounts of their clients and who charge a management, consulting or other fee for their services, (iv) to clients of such investment advisors and financial
planners who place trades for their own accounts if the accounts are linked to the master account of such investment advisor or financial planner on the books and records of the broker, agent, investment advisor or financial institution, (v) to
certain financial institutions and third-party recordkeepers and/or administrators who have agreements with the Distributor with respect to such purchases, and who buy shares for their accounts on behalf of investors in retirement plans and deferred
compensation plans, and (vi) to financial intermediaries who are compensated by their clients on a fee-only basis, including but not limited to investment advisors, financial planners, and bank trust departments; or who have entered into an
agreement with the Distributor to offer shares through a no-load network or platform, or through a self-directed investment brokerage account program that may or may not charge a transaction fee to its clients. Investors may be charged a fee if they
effect transactions in Fund shares through a broker or agent. Class A shares of the Fund may also be sold at NAV to current officers, directors and employees (and their immediate families) of a Fund, the Advisor and its affiliates, Distributor,
employees (and their immediate families) of certain firms providing services to a Fund (such as the custodian and Transfer Agent), and to any trust, pension, profit-sharing or other benefit plan for only such persons. IRAs are not eligible to
purchase Class A shares at NAV.
Contingent Deferred Sales Charges
(Low Duration Preferred and Income Fund,
Alternative Income Fund, Global Infrastructure Fund, Global Realty Shares, Realty Shares, International Realty Fund, MLP & Energy Opportunity Fund, Preferred Securities and Income Fund, Real Assets Fund and Real Estate Securities Fund
Only)
Class A Shares
With respect to purchases of $1,000,000 or
more for each Multiclass Fund except Low Duration Preferred and Income Fund, and purchases of $500,000 or more for Low Duration Preferred and
Income Fund, Class A shares redeemed on or before the
one-year anniversary date of their purchase will be subject to a contingent deferred sales charge equal to 1% of the lesser of the cost of the shares being redeemed or their NAV at the time of redemption. Accordingly, no sales charge will be imposed
on increases in NAV above the initial purchase price. The contingent deferred sales charge on Class A shares will be waived on certain redemptions, as described below under “Contingent Deferred Sales Charges—Class C Shares.” In
addition, no charge will be assessed on shares derived from reinvestment of dividends or capital gains distributions. In determining the contingent deferred sales charge applicable to a redemption of Class A shares, it will be assumed that the
redemption is, first, of any shares that are not subject to a contingent deferred sales charge (for example, because an initial sales charge was paid with respect to the shares, or they have been held beyond the period during which the charge
applies or were acquired upon the reinvestment of dividends and distributions) and, second, of shares held longest during the time they are subject to the sales charge.
Proceeds from the contingent deferred sales
charge on Class A shares are paid to the Distributor and are used by the Distributor to defray expenses of the Distributor related to providing distribution-related services to a Fund in connection with the sales of Class A shares, such as the
payment of compensation to selected dealers or financial intermediaries for selling Class A shares.
Class C Shares
Class C shares that are redeemed on or before
the one-year anniversary date of their purchase will be subject to a contingent deferred sales charge of 1%, charged as a percentage of the dollar amount subject thereto. The charge will be assessed on an amount equal to the lesser of the cost of
the shares being redeemed or their NAV at the time of redemption. Accordingly, no sales charge will be imposed on increases in NAV above the initial purchase price. In addition, no charge will be assessed on shares derived from reinvestment of
dividends or capital gains distributions. The contingent deferred sales charge is waived on redemptions of shares (i) following the death or disability, as defined in the Code, of a shareholder, (ii) to the extent that the redemption represents a
minimum required distribution from an individual retirement account or other retirement plan to a shareholder who has attained the age of 70 ½, or (iii) that had been purchased by present or former Directors of a Fund, by the relative of any
such person, by any trust, individual retirement account or retirement plan account for the benefit of any such person or relative, or by the estate of any such person or relative. Different financial intermediaries may charge different sales
charges. More information on how you can reduce your contingent deferred sales charge is available from your financial intermediary and in the Appendix to each Fund’s prospectus.
In determining the contingent deferred sales
charge applicable to a redemption of Class C shares, it will be assumed that the redemption is, first, of any shares that are not subject to a contingent deferred sales charge (for example, because the shares have been held beyond the period during
which the charge applies or were acquired upon the reinvestment of dividends or distributions) and, second, of any shares held longest during the time they are subject to the sales charge.
Proceeds from the contingent deferred sales
charge are paid to the Distributor and are used by the Distributor to defray the expenses of the Distributor related to providing distribution-related services to a Fund in connection with the sale of the Class C shares, such as the payment of
compensation to dealers and financial intermediaries for selling Class C shares and for providing shareholder services. The contingent deferred sales charge paid to the Distributor may exceed the amounts paid by the Distributor to dealers and
financial intermediaries.
Automatic Conversion of Class C
Shares
Except as otherwise noted, Class
C shares of a Fund automatically convert to Class A shares of the same Fund on a monthly basis approximately 10 years after the original date of purchase (the “Conversion Date”), thus reducing future annual expenses. Conversions will
take place based on the relative NAV of the two classes, without the imposition of any sales charge (including a CDSC), fee or other charge. Automatic conversions of Class C shares to Class A shares are expected to constitute a tax-free exchange for
federal income tax purposes.
Class C
shares of a Fund acquired through a reinvestment of dividends and distributions automatically convert to Class A shares of the same Fund on the Conversion Date for the Class C shares with respect to which they were acquired. For Class C shares of a
Fund held through a financial intermediary, it is the financial intermediary’s (and not the Fund’s) responsibility to ensure that the investor is credited with the proper holding period. Due to operational limitations at your financial
intermediary, your ability to have your Class C shares automatically converted to Class A shares may be limited. For example, the automatic conversion of Class C shares to Class A shares may not apply to shares held through group retirement plan
recordkeeping platforms of certain broker-dealer intermediaries who hold such shares with a Fund in an omnibus account and do not track participant level share lot aging to facilitate such a conversion.
The Funds have no responsibility for
monitoring or implementing a financial intermediary’s process for determining whether a shareholder meets the required holding period for conversion. A financial intermediary may sponsor and/or control accounts, programs or platforms that
impose a different conversion schedule or different eligibility requirements for the exchange of Class C shares for Class A shares, as set forth in the Appendix to each Fund’s Prospectus titled “Sales Charge Reductions and Waivers
Available Through Certain Intermediaries”. In these cases, Class C shareholders may have their shares exchanged for Class A shares under the policies of the financial intermediary. Financial intermediaries will be responsible for making such
exchanges in those circumstances. Please consult with your financial intermediary if you have any questions regarding the conversion of your Class C shares to Class A shares.
Class F, Class I,
Class L, Class R and Class Z Shares
Class F, Class I, Class L, Class R and Class Z
shares are not subject to a contingent deferred sales charge. However, Class F shares are currently only available in Preferred Securities and Income Fund and Real Estate Securities Fund and Class L shares are only available in Realty Shares. Please
see the Prospectus of each Multiclass Fund for a further discussion of these share classes.
Fund Reorganizations
Shares of a Fund (Class A for Multiclass
Funds) may be issued without an initial sales charge in connection with the acquisition of cash and securities owned by other investment companies. Any contingent deferred sales charge or redemption fee will be waived in connection with the
redemption of shares of a Fund if that Fund is combined with another Cohen & Steers mutual fund, or in connection with a similar reorganization transaction.
Signature Guarantees
In addition to the circumstances listed in
that Fund’s Prospectus, a Multiclass Fund requires signature guarantees for the following:
1. When shares are transferred to a
new owner.
2. When
certificated (issued) shares are redeemed, exchanged or transferred.
3. To establish any ACH service or
to amend banking information on an existing ACH service.*
4. When the authority of a
representative of a corporation, partnership, trust, or other entity has not been satisfactorily established prior to the transaction request.
5. When an address is updated on an
account which has been coded “Do Not Mail” because mail has been returned as undeliverable. A mailing address and residential address must be provided.*
6. For any other instance whereby a
Fund or its transfer agent deems it necessary as a matter of prudence.
*
|
For items 3
and 5, a Signature Validation Program stamp (“SVP”) will be accepted from any member of the Securities Transfer Agent Medallion Signature Program (“STAMP”) in lieu of a medallion signature guarantee. When using SVP to change
banking instructions, a shareholder must wait 30 days from the date of the change before redeeming shares to the newly updated bank file; however, using a STAMP 2000 Medallion signature guarantee will not cause such a delay.
|
Each Fund reserves the right to require
that instructions for any other transactions be in writing, signed by all owners, and signature guaranteed.
A Fund will accept a signature guarantee from
its principal underwriter, or any eligible guarantor institution (including any bank, savings association, credit union, exchange, or broker firm) that is a member of the STAMP, the New York Exchange Medallion Signature Program, or the Stock
Exchanges Medallion Program. The surety bond coverage amount of the guarantee must equal or exceed the amount of the transaction or transactions that are being authorized. If more than one signature is required, each signature must be signature
guaranteed. A Fund will not accept a signature guarantee that has been amended or limited in any way. Please note that a notary public stamp or seal is not an acceptable substitute for a signature guarantee.
The signature guarantee requirements do not
apply to transactions or instructions that are communicated to a Fund through NSCC Fund/SERV or Networking by broker-dealers or other financial institutions that have entered into a Fund/SERV or Networking Agreement with a Fund or a Fund’s
agent. Broker-dealers and other institutions that process transactions through Fund/SERV or Networking are responsible for obtaining the permission of their clients to process such transactions and for ensuring that such transactions are processed
properly. A Fund does not have any responsibility for obtaining any documentation from such financial institutions to demonstrate that their clients have authorized the transactions or instructions.
The signature guarantee policies of the Funds
may be amended at any time without prior notice.
Purchases and Redemptions in-Kind
Purchases In-Kind. Each Fund may, at the sole discretion of the Advisor, accept securities in exchange for shares of a Fund. Securities which may be accepted in exchange for shares of any Fund must: (1) be consistent with the investment
objectives and policies of the Fund; (2) be acquired for investment and not for resale; (3) be liquid securities which are not restricted as to transfer either by law or liquidity of market (determined by reference to liquidity policies established
by the Board of Directors); and (4) have a value which is readily ascertainable as evidenced by, for example, a listing on a recognized stock exchange.
Redemptions In-Kind. The Fund may meet all or a portion of your redemption proceeds with readily marketable portfolio securities of the Fund transferred into your name (“in-kind”) in the following circumstances: (i) if the Advisor
believes that stressed economic conditions exist or (ii) if the Advisor otherwise determines that meeting redemption requests by selling portfolio securities or using cash on hand would be detrimental to the best interests of the Fund and remaining
shareholders. The securities distributed in an in-kind redemption will be valued in the same manner as they are valued for purposes of computing the Fund’s NAV. These securities are subject to market risk until they are sold and may
increase or decrease in value prior to converting them into cash.
Each Fund has filed an election under Rule
18f-1 under the 1940 Act committing a Fund to pay all redemptions of Fund shares by a single shareholder during any 90-day period in cash, up to the lesser of (i) $250,000 or (ii) 1% of the Fund’s NAV measured as of the beginning of such
90-day period.
Taxation
Set forth below is a discussion of certain
U.S. federal income tax issues concerning each Fund and the purchase, ownership and disposition of Fund shares. This discussion does not purport to be complete or to deal with all aspects of federal income taxation that may be relevant to
shareholders in light of their particular circumstances. This discussion is based upon present provisions of the Code, the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change,
which change may be retroactive. Prospective investors should consult their own tax advisors with regard to the federal tax consequences of the purchase, ownership, or disposition of Fund shares, as well as the tax consequences arising under the
laws of any state, foreign country, or other taxing jurisdiction.
Taxation of the Fund
Each Fund has elected or intends to elect to
be treated as, and intends to qualify annually as, a regulated investment company (“RIC”) under the Code.
To qualify for the favorable U.S. federal
income tax treatment generally accorded to a RIC, a Fund must, among other things, (i) derive in each taxable year at least 90% of its gross income from: (a) dividends, interest, payments with respect to certain securities loans, and gains from the
sale or other disposition of stock, securities or foreign currencies, or other income (including but not limited to gains from options, futures and forward contracts) derived with respect to its business of investing in such stock, securities or
foreign currencies; and (b) net income derived from interests in certain “qualified publicly traded partnerships” (as defined below); and (ii) diversify its holdings so that, at the end of each quarter of each taxable year: (a) at least
50% of the value of the Fund’s total assets is represented by (I) cash and cash items, U.S. government securities, the securities of other RICs and (II) other securities, with such other securities limited, in respect of any one issuer, to an
amount not greater than 5% of the value of the Fund’s total assets and not more than 10% of the outstanding voting securities of such issuer and (b) not more than 25% of the value of the Fund’s total assets is invested, including through
corporations in which the Fund owns a 20% or more voting stock interest, in the securities (other than U.S. government securities and the securities of other RICs) of (I) any one issuer, (II) any two or more issuers that the Fund controls and that
are determined to be engaged in the same or similar trades or businesses or related trades or businesses or (III) any one or more qualified publicly traded partnerships.
In general, for purposes of the 90% gross
income requirement described in (i) above, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized
directly by the RIC. However, 100% of the net income derived from an interest in a qualified publicly traded partnership (a partnership (a) the interests in which are traded on an established securities market or are readily tradable on a secondary
market or the substantial equivalent thereof and (b) that derives less than 90% of its income from the qualifying income described in (i) above) will be treated as qualifying income. In general, such entities will be treated as partnerships for U.S.
federal income tax purposes because they meet the passive income requirement under Code Section 7704(c)(2). In addition, although in general the passive loss rules of the Code do not apply to RICs, such rules do apply to a RIC with respect to items
attributable to an interest in a qualified publicly traded partnership.
For purposes of the diversification test
described in (ii) above, the term “outstanding voting securities of such issuer” will include the equity securities of a qualified publicly traded partnership. Also, for purposes of the diversification test in (ii) above, the
identification of the issuer (or, in some cases, issuers) of a particular investment can depend on the terms and conditions of that investment. In some cases, identification of the issuer (or issuers) is uncertain under current law, and an adverse
determination or future guidance by the Internal Revenue Service (“IRS”) with respect to issuer identification for a particular type of investment may adversely affect a Fund’s ability to meet the diversification test in (ii)
above.
As a RIC, each Fund generally
will not be subject to U.S. federal income tax on its investment company taxable income (which includes among other items, dividends, interest and net short-term capital gains in excess of net long-term capital losses, but determined without regard
to the deduction for dividends paid) and net capital gains (the excess of net long-term capital gains over net short-term capital losses), if any, that it distributes to shareholders, provided that it distributes at least 90% of the sum of its
investment company taxable income and any net tax-exempt income for such taxable year. Each Fund intends to distribute to its shareholders, at least annually, substantially all of its investment company taxable income, net tax-exempt income and net
capital gains.
A Fund’s intention
to qualify for treatment as a RIC may negatively affect the Fund’s return by limiting its ability to acquire or continue to hold positions that would otherwise be consistent with its investment strategy or by requiring it to engage in
transactions it would otherwise not engage in, resulting in additional transaction costs.
In certain circumstances, it may be difficult
for a Fund to meet the 90% gross income test and the diversification test described above. If a Fund were to fail to meet either of these tests, or the distribution test described above, the Fund could in some cases cure such failure, including in
the case of a gross income test failure, by paying a Fund-level tax, paying interest, making additional distributions or disposing of certain assets. If the Fund were ineligible to or otherwise did not cure such failure for any year, or if the Fund
were otherwise to fail to qualify as a RIC accorded special tax treatment for such year, the Fund would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net
tax-exempt income and net long-term capital gains, would be taxable to shareholders as dividend income. Some portions of such distributions may be eligible for the dividends received deduction in the case of corporate shareholders and to be treated
as qualified dividend income in the case of individuals, provided, in both cases, that the shareholder meets certain holding period and other requirements in respect of
Fund shares (as described below). In addition, a Fund could
be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before re-qualifying as a RIC that is accorded special tax treatment. Thus failure to qualify as a RIC would likely significantly reduce
a Fund’s investment return to its shareholders.
If a Fund does retain any investment company
taxable income, it will be subject to tax at regular corporate rates on the amount retained. If a Fund retains any net capital gain, it will also be subject to tax at regular corporate rates on the amount retained, but may designate the retained
amount as undistributed capital gain in a notice to its shareholders who would then (i) be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their shares of such undistributed amount, and (ii) be entitled
to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their U.S. federal income tax liabilities, if any, and to claim such refunds on a properly filed U.S. tax return to the extent the credit exceeds
such liabilities. If a Fund makes this designation, for U.S. federal income tax purposes, the tax basis of a shareholder’s Fund shares will be increased by an amount equal under current law to the difference between the amount of undistributed
capital gains included in the shareholder’s gross income under clause (i) of the preceding sentence and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence. The Funds are not required to, and there can be no
assurance that a Fund will, make this designation if it retains all or a portion of its net capital gain in a taxable year.
In determining its net capital gain, including
in connection with determining the amount available to support a Capital Gain Dividend (as defined below), its taxable income and its earnings and profits, a RIC generally may elect to treat part or all of any post-October capital loss (defined as
any net capital loss attributable to the portion of the taxable year after October 31 or, if there is no such loss, the net long-term capital loss or net short-term capital loss attributable to such portion of the taxable year) or late-year ordinary
loss (generally, the sum of its (i) net ordinary loss from the sale, exchange or other taxable disposition of property, attributable to the portion of the taxable year after October 31), and its (ii) other net ordinary loss attributable to the
portion of the taxable year after December 31) as if incurred in the succeeding taxable year.
Amounts not distributed on a timely basis in
accordance with a calendar year distribution requirement, described below, are subject to a nondeductible 4% excise tax. To prevent imposition of the excise tax, each Fund must distribute during each calendar year an amount at least equal to the sum
of (1) 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year, (2) 98.2% of its capital gains in excess of its capital losses (adjusted for certain ordinary losses) for the one-year period ending on
October 31 (or November 30 or December 31 if a Fund is eligible to elect and so elects), and (3) any ordinary income and capital gain net income for previous years that was not distributed during those years. For purposes of the required excise tax
distribution, a RIC’s ordinary gains and losses from the sale, exchange, or other taxable disposition of property that would otherwise be taken into account after October 31 (or November 30, if a RIC makes the election referred to above)
generally are treated as arising on January 1 of the following calendar year; in the case of a Fund with a December 31 year end that makes the election described above, no such gains or losses will be so treated. Also, for purposes of the excise
tax, a Fund will be treated as having distributed any amount on which it is subject to corporate income tax for the taxable year ending within the calendar year. Each Fund intends to make distributions sufficient to avoid imposition of the excise
tax, although there can be no assurance that it will be able to do so.
Capital losses in excess of capital gains
(“net capital losses”) are not permitted to be deducted against a Fund’s net investment income. Instead, potentially subject to certain limitations, a Fund may carry net capital losses from any taxable year forward to subsequent
taxable years to offset capital gains, if any, realized during such subsequent taxable years. Capital loss carryforwards are reduced to the extent they offset current-year net realized capital gains, whether a Fund retains or distributes such gains.
Capital loss carryforwards will be carried forward to one or more subsequent taxable years without expiration to offset capital gains realized during such subsequent taxable years; any such carryforward losses will retain their character as
short-term or long-term. Each Fund’s available capital loss carryforwards, if any, will be set forth in its annual shareholder report for each fiscal year.
Distributions
Dividends paid out of a Fund’s current
and accumulated earnings and profits will, except in the case of distributions of qualified dividend income and capital gain dividends described below, be taxable to a U.S. shareholder as ordinary income.
Taxes on distributions of capital gains are
determined by how long a Fund owned the investments that generated the gains, rather than how long a shareholder has owned his or her shares. In general, a Fund will recognize long-term capital gain or loss on investments it has owned for more than
one year, and short-term capital gain or loss on investments it has owned for one year or less. Tax rules can alter a Fund’s holding period in its investments and thereby affect the tax treatment of gain or loss on such investments.
Distributions of net capital gain (that is, the excess of net long-term capital gain over net short-term capital loss, in each case determined with reference to any loss carryforwards) that are properly reported by a Fund as capital gain dividends
(“Capital Gain Dividends”) will be taxable to shareholders as long-term capital gains includible in net capital gains and taxed to individuals at reduced rates. Distributions of net short-term capital gain (as reduced by any net
long-term capital loss for the taxable year) will be taxable to shareholders as ordinary income. The Fund may report certain dividends as derived from “qualified dividend income” which, when received by an individual, will be taxed at
the reduced rates applicable to net capital gain, provided holding period and other requirements are met at both the shareholder and Fund levels.
In order for some portion of the dividends
received by a Fund shareholder to be qualified dividend income that is eligible for taxation at net capital gain rates, the Fund must meet holding period and other requirements with respect to some portion of the dividend-paying stocks in its
portfolio and the shareholder must meet holding period and other requirements with respect to the Fund’s shares. In general, a dividend will not be treated as qualified dividend income (at either the Fund or shareholder level) (1) if the
dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning on the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the
case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (2) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect
to positions in substantially similar or related property, (3) if the recipient elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest, or (4) if the dividend is
received from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such a foreign corporation readily tradable on an established
securities market in the United States) or (b) treated as a passive foreign investment company. Dividends paid by REITs will generally not qualify as qualified dividend income.
If the aggregate qualified dividends received
by a Fund during a taxable year are 95% or more of its gross income (excluding net long-term capital gain over net short-term capital loss), then 100% of the Fund’s dividends (other than dividends properly reported as Capital Gain Dividends)
will be eligible to be treated as qualified dividend income. In general, distributions of investment income reported by a Fund as derived from qualified dividend income will be treated as qualified dividend income in the hands of a shareholder taxed
as an individual, provided the shareholder meets the holding period and other requirements described above with respect to the Fund’s shares.
Pursuant to proposed regulations on which a
Fund may rely, distributions by a Fund to its shareholders that the Fund properly reports as “section 199A dividends,” as defined and subject to certain conditions described below, are treated as qualified REIT dividends in the hands of
non-corporate shareholders. Non-corporate shareholders are permitted a federal income tax deduction equal to 20% of qualified REIT dividends received by them, subject to certain limitations. Very generally, a “section 199A dividend” is
any dividend or portion thereof that is attributable to certain dividends received by a RIC from REITs, to the extent such dividends are properly reported as such by the regulated investment company in a written notice to its shareholders. A section
199A dividend is treated as a qualified REIT dividend only if the shareholders receiving such dividend holds the dividend-paying regulated investment company shares for at least 46 days of the 91-day period beginning 45 days before the shares become
ex-dividend, and is not under an obligation to make related payments with respect to a position in substantially similar or related property. A Fund is permitted to report such part of its dividends as section 199A dividends as are eligible, but is
not required to do so.
Subject to any
future regulatory guidance to the contrary, any distribution of income attributable to qualified publicly traded partnership income from a Fund’s investment in a MLP will currently not qualify for the deduction that would be available to a
non-corporate shareholder were the shareholder to own such MLP directly. As a result, it is possible that a non-corporate shareholder will be subject to a higher effective tax rate on any such distributions received from a Fund compared to the
effective rate applicable to any qualified publicly traded partnership income the shareholder would derive if the shareholder invested directly in a MLP.
Dividends received by corporate shareholders
may qualify for the dividends-received deduction to the extent of the amount of qualifying dividends received by a Fund from domestic corporations (other than REITs) and to the extent, if any, that a portion of interest paid or accrued on certain
high yield discount obligations owned by a Fund is treated as a dividend. A dividend received by a Fund will not be treated as a dividend eligible for the dividends-received deduction (1) if it has been received with respect to any share of stock
that the Fund has held for less than 46 days (91 days in the case of certain preferred stock) during the 91-day period beginning on the date which is 45 days before the date on which such share becomes ex-dividend with respect to such dividend
(during the 181-day period beginning 90 days before such date in the case of certain preferred stock) or (2) to the extent that the Fund is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to
positions in substantially similar or related property. Moreover, the dividends received deduction may otherwise be disallowed or reduced (1) if the corporate shareholder fails to satisfy the foregoing requirements with respect to its shares of the
Fund or (2) by application of various provisions of the Code (for instance, the dividends-received deduction is reduced in the case of a dividend received on debt-financed portfolio stock (generally, stock acquired with borrowed funds)).
Any distribution of income that is
attributable to (i) income received by a Fund in lieu of dividends with respect to securities on loan pursuant to a securities lending transaction or (ii) dividend income received by a Fund on securities it temporarily purchased from a counterparty
pursuant to a repurchase agreement that is treated for U.S. federal income tax purposes as a loan by the Fund, will not constitute qualified dividend income to individual shareholders and will not be eligible for the dividends-received deduction for
corporate shareholders.
Dividends and
distributions on Fund shares are generally subject to U.S. federal income tax as described herein to the extent they do not exceed a Fund’s realized income and gains, even though such dividends and distributions may economically represent a
return of a particular shareholder’s investment. Such distributions are likely to occur in respect of shares purchased at a time when a Fund’s NAV reflects unrealized gains or income or gains that are realized but not yet distributed.
Such realized income and gains may be required to be distributed even when a Fund’s NAV also reflects unrealized losses.
A distribution will be treated as paid on
December 31 of the current calendar year if it is declared by a Fund in October, November or December with a record date in such a month and paid by that Fund during January of the following calendar year. Such distributions will be taxable to
shareholders in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received.
A distribution of an amount in excess of a
Fund’s current and accumulated earnings and profits in any taxable year will be treated as a return of capital to the extent of a shareholder’s tax basis in his or her shares, and thereafter as capital gain. A return of capital is not
taxable, but it reduces a shareholder’s basis in his or her shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of such shares.
Distributions will be treated in the manner
described above regardless of whether such distributions are paid in cash or invested in additional shares of a Fund.
Shareholders will be notified annually as to
the U.S. federal income tax status of distributions.
Sale or Exchange of Fund Shares
Upon the sale or other disposition of shares
of a Fund which a shareholder holds as a capital asset, including an exchange of shares in a Fund for shares of another Fund or another Cohen & Steers fund, such shareholder will generally realize a capital gain or loss which will be long-term
or short-term, depending upon the shareholder’s holding period for the shares. A shareholder who exchanges shares in a Fund for shares of another Fund or another Cohen & Steers fund will have a tax basis in the newly-acquired fund shares
equal to the cost of such newly acquired shares, and will begin a new holding period for U.S. federal income tax purposes.
If a shareholder exchanges shares in a Fund
held for not more than 90 days for shares in another Fund or another Cohen & Steers fund pursuant to a reinvestment right, the sales charge incurred in the purchase of the Fund shares exchanged may not be added to the tax basis in determining
gain or loss for U.S. federal income tax purposes to the extent an otherwise applicable sales charge on the purchase of the newly-acquired shares is reduced pursuant to the reinvestment right. Instead, the sales charge for the exchanged fund shares
shall be added to the cost basis of the newly-acquired shares for
purposes of determining gain or loss on the disposition of
such newly-acquired fund shares, if such newly-acquired fund shares are not disposed of in a similar exchange transaction within 90 days. Any loss realized on a sale or exchange will be disallowed to the extent the shares disposed of are replaced
(including through reinvestment of dividends) with substantially similar shares within a period of 61 days beginning 30 days before and ending 30 days after disposition of the shares. In such a case, the basis of the shares acquired will be adjusted
to reflect the disallowed loss. Any loss realized by a shareholder on a disposition of Fund shares held by the shareholder for six months or less will be treated as a long-term capital loss to the extent of any distributions of net capital gains
received by the shareholder with respect to such shares.
Upon the redemption or exchange of Fund
shares, the Fund or, in the case of shares purchased through a financial intermediary, the financial intermediary may be required to provide you and the IRS with cost basis and certain other related tax information about the Fund shares you redeemed
or exchanged. See the Fund’s Prospectus for more information.
If a shareholder recognizes a loss with
respect to shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (or a greater loss over a combination of years), the shareholder must file with the IRS a disclosure statement on Form 8886.
Significant penalties may be imposed upon a failure to comply with this requirement. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not
excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the
taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
Medicare Tax on Net Investment
Income
The Code generally imposes a 3.8%
Medicare contribution tax on the net investment income of certain individuals, trusts and estates to the extent their income exceeds certain threshold amounts. For these purposes, “net investment income” generally includes, among other
things, (i) distributions paid by a Fund of net investment income and capital gains as described above, and (ii) any net gain from the sale, exchange or other taxable disposition of Fund shares. Shareholders are advised to consult their tax advisors
regarding the possible implications of this additional tax on their investment in a Fund.
Nature of Funds’ Investments
Certain of the Funds’ investment
practices are subject to special and complex U.S. federal income tax provisions that may, among other things, (i) treat Fund investments as producing income that is not qualifying income for purposes of the 90% gross income requirement, (ii)
disallow, suspend or otherwise limit the allowance of certain losses or deductions, (iii) convert lower taxed long-term capital gain into higher taxed short-term capital gain or ordinary income, (iv) convert an ordinary loss or a deduction into a
capital loss (the deductibility of which is more limited), (v) cause a Fund to recognize income or gain without a corresponding receipt of cash, (vi) adversely affect the time at which a purchase or sale of stock or securities is deemed to occur,
and (vii) adversely alter the characterization for U.S. federal income tax purposes of certain complex financial transactions.
The U.S. federal income tax treatment of
certain Fund investments is unclear with respect to the timing and character of income recognized by a Fund. An adverse determination by the IRS could require a Fund to purchase or sell securities or to make additional distributions in order to
comply with the tax rules applicable to RICs. Further, the application of the diversification, gross income and distribution requirements for treatment as a RIC under the Code can be unclear with respect to certain investments. As a result, there
can be no assurance that each Fund will be able to maintain its status as a RIC.
debt obligations Purchased at a
Discount
Some debt obligations with a
fixed maturity date of more than one year from the date of issuance (and zero-coupon debt obligations with a fixed maturity date of more than one year from the date of issuance) that are acquired by a Fund will be treated as debt obligations that
are issued originally at a discount. Generally, the amount of the original issue discount (“OID”) is treated as interest income and is included in a Fund’s income (and required to be distributed by the Fund) over the term of the
debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt obligation. In addition, payment-in-kind securities will give rise to income which is required to be
distributed and is taxable even though the Fund holding the obligation receives no interest payment in cash on the obligation during the year.
Some debt obligations with a fixed maturity
date of more than one year from the date of issuance that are acquired by a Fund in the secondary market may be treated as having “market discount.” Very generally, market discount is the excess of the stated redemption price of a debt
obligation (or in the case of an obligation issued with OID, its “revised issue price”) over the purchase price of such obligation. Subject to the discussion below regarding Section 451 of the Code, (i) generally any gain recognized on
the disposition of, and any partial payment of principal on, a debt obligation having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the “accrued market discount” on such debt
obligation, (ii) alternatively, a Fund may elect to accrue market discount currently, in which case the Fund will be required to include the accrued market discount in the Fund’s income (as ordinary income) and thus distribute it over the term
of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt obligation, and (iii) the rate at which the market discount accrues, and thus is included in the
Fund’s income, will depend upon which of the permitted accrual methods the Fund elects. Notwithstanding the foregoing, effective for taxable years beginning after 2017, Section 451 of the Code generally requires any accrual method taxpayer to
take into account items of gross income no later than the time at which such items are taken into account as revenue in the taxpayer’s financial statements. Although the application of Section 451 to the accrual of market discount is currently
unclear, the Treasury and IRS have announced that they intend to issue proposed regulations that Section 451 does not apply to market discount. If Section 451 were to apply to the accrual of market discount, the Fund would be required to include in
income any market discount as it takes the same into account on its financial statements.
Some debt obligations with a fixed maturity
date of one year or less from the date of issuance that are acquired by a Fund may be treated as having OID or, in certain cases, “acquisition discount” (very generally, the excess of the stated redemption price over the purchase price).
The Fund will be required to include the OID or acquisition discount in income (as ordinary income) and thus
distribute it over the term of the debt obligation, even
though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt obligation. The rate at which OID or acquisition discount accrues, and thus is included in the Fund’s income, will
depend upon which of the permitted accrual methods a Fund elects.
If a Fund holds the foregoing kinds of
securities or other debt securities subject to special rules under the Code, it may be required to pay out as an income distribution each year an amount which is greater than the total amount of cash interest the Fund actually received. Such
distributions may be made from the cash assets of the Fund or, if necessary, by disposition of portfolio securities including at a time when it may not be advantageous to do so. These dispositions may cause a Fund to realize higher amounts of
short-term capital gains (generally taxed to shareholders at ordinary income tax rates) and, in the event the Fund realizes net capital gains from such transactions, its shareholders may receive a larger Capital Gain Dividend than if the Fund had
not held such securities.
A portion of
the OID accrued on certain high yield discount obligations may not be deductible to the issuer and will instead be treated as a dividend paid by the issuer for purposes of the dividends received deduction. In such cases, if the issuer of the high
yield discount obligations is a domestic corporation, dividend payments by a Fund may be eligible for the dividends received deduction to the extent attributable to the deemed dividend portion of such OID.
debt obligations Purchased at a
Premium
Very generally, where a Fund
purchases a bond at a price that exceeds the redemption price at maturity (i.e., a premium), the premium is amortizable over the remaining term of the bond. In the case of a taxable bond, if the Fund makes an
election applicable to all such bonds it purchases, which election is irrevocable without consent of the IRS, the Fund reduces the current taxable income from the bond by the amortized premium and reduces its tax basis in the bond by the amount of
such offset; upon the disposition or maturity of such bonds acquired on or after January 4, 2013, a Fund is permitted to deduct any premium allocable to a prior period. In the case of a tax-exempt bond, tax rules require the Fund to reduce its tax
basis by the amount of amortized premium.
Higher-Risk and High-Yield
OBLIGATIONS
Investments in debt
obligations that are at risk of or in default present special tax issues for a Fund. Tax rules are not entirely clear on the treatment of such debt obligations, including as to whether or to what extent a Fund should recognize market discount on a
debt obligation, when a Fund may cease to accrue interest, OID or market discount, when and to what extent a Fund may take deductions for bad debts or worthless securities and how a Fund should allocate payments received on obligations in default
between principal and income. These and other related issues will be addressed by the Funds when, as and if they invest in such securities, in order to seek to ensure that they distribute sufficient income to preserve their status as RICs and do not
become subject to U.S. federal income or excise tax.
Options, Futures and Other Derivative and
Hedging Transactions
In general, option
premiums received by a Fund are not immediately included in the income of the Fund. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the Fund transfers or otherwise terminates the
option (e.g., through a closing
transaction). If a call option written by a Fund is exercised
and the Fund sells or delivers the underlying stock, the Fund generally will recognize capital gain or loss equal to (a) the sum of the strike price and the option premium received by the Fund minus (b) the Fund’s basis in the stock. Such gain
or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by a Fund pursuant to the exercise of a put option written by it, the Fund generally will subtract the premium
received for purposes of computing its cost basis in the securities purchased. Gain or loss arising in respect of a termination of a Fund’s obligation under an option other than through the exercise of the option will be short-term gain or
loss depending on whether the premium income received by the Fund is greater or less than the amount paid by the Fund (if any) in terminating the transaction. Thus, for example, if an option written by a Fund expires unexercised, the Fund generally
will recognize short-term gain equal to the premium received.
Certain covered call writing activities of a
Fund may trigger the U.S. federal income tax straddle rules of Section 1092 of the Code, requiring that losses be deferred and holding periods be tolled on offsetting positions in options and stocks deemed to constitute substantially similar or
related property. Options on single stocks that are not “deep in the money” may constitute qualified covered calls, which generally are not subject to the straddle rules; the holding period on stock underlying qualified covered calls
that are “in the money” although not “deep in the money” will be suspended during the period that such calls are outstanding. These straddle rules and the rules governing qualified covered calls could cause gains that would
otherwise constitute long-term capital gains to be treated as short-term capital gains, and distributions that would otherwise constitute “qualified dividend income” or qualify for the dividends-received deduction to fail to satisfy the
holding period requirements and therefore to be taxed as ordinary income or to fail to qualify for the dividends-received deduction, as the case may be.
The tax treatment of certain contracts
(including regulated futures contracts and non-equity options) entered into by a Fund will be governed by section 1256 of the Code (“section 1256 contracts”). Gains or losses on section 1256 contracts generally are considered 60%
long-term and 40% short-term capital gains or losses (“60/40”), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, section 1256 contracts held by a Fund at the end of
each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are “marked to market” with the result that unrealized gains or losses are treated as though they were realized and the
resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable.
In addition to the special rules described
above, a Fund’s transactions in derivative instruments (e.g., forward contracts and swap agreements), as well as any of its hedging, short sale, securities loan or similar transactions, may be subject to
one or more special tax rules (e.g., notional principal contract, straddle, constructive sale, wash sale and short sale rules). These rules may affect whether gains and losses recognized by a Fund are treated
as ordinary or capital, accelerate the recognition of income or gains to a Fund, defer losses to a Fund, and cause adjustments in the holding periods of a Fund’s securities, thereby affecting whether capital gains and losses are treated as
short-term or long-term. These rules could therefore affect the amount, timing and/or character of distributions to shareholders.
Because these and other tax rules applicable
to these types of transactions are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules
(which determination or guidance could be retroactive) may
affect whether a Fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a RIC and avoid a Fund-level tax.
A Fund’s investments in commodity-linked
instruments can be limited by the Fund’s intention to qualify as a RIC, and can bear on the Fund’s ability so to qualify. Income and gains from certain commodity-linked instruments do not constitute qualifying income to a RIC for
purposes of the 90% gross income test described above. The tax treatment of certain other commodity-linked derivative instruments in which a Fund might invest is not certain, in particular with respect to whether income or gains from such
instruments constitute qualifying income to a RIC. If a Fund were to treat income or gain from a particular instrument as qualifying income and the income or gain were later determined not to constitute qualifying income and, together with any other
non-qualifying income, caused the Fund’s non-qualifying income to exceed 10% of its gross income in any taxable year, the Fund would fail to qualify as a RIC unless it is eligible to and does pay a tax at the Fund level.
Investment in non-U.S. Securities
Investment income and proceeds received by a
Fund from sources within foreign countries may be subject to foreign taxes. The United States has entered into tax treaties with many foreign countries, which entitle a Fund to a reduced rate of, or exemption from, taxes on such income. If more than
50% of the value of a Fund’s total assets at the close of the taxable year consists of stock or securities of foreign corporations, the Fund may elect to “pass through” to its shareholders the amount of foreign taxes paid by the
Fund. If the Fund is eligible to elect and so elects, (i) each shareholder will be required to include in gross income, even though not actually received, his or her pro rata share of the foreign taxes paid by the Fund, (ii) each shareholder will be
treated as having paid his or her pro rata share of such foreign taxes and will therefore be allowed to either deduct such amount in computing taxable income or use such amount (subject to various Code limitations) as a foreign tax credit against
federal income tax (but not both), and (iii) for purposes of the foreign tax credit limitation rules of the Code, each shareholder will treat as foreign source income his or her pro rata share of such foreign taxes plus the portion of dividends
received from the Fund representing income derived from foreign sources. Shareholders who do not itemize on their U.S. federal income tax returns may claim a credit (but not a deduction) for such foreign taxes. In certain circumstances, a
shareholder that (i) has held shares of the Fund for less than a specified minimum period during which it is not protected from risk of loss or (ii) is obligated to make payments related to the dividends will not be allowed a foreign tax credit for
foreign taxes deemed imposed on dividends paid on such shares. Additionally, the Fund must also meet this holding period requirement with respect to its foreign stocks and securities in order for “creditable” taxes to flow through.
Shareholders that are not subject to U.S. federal income tax, and those who invest in the Fund through tax-exempt accounts (including those who invest through individual retirement accounts or other tax-advantaged retirement plans), generally will
receive no benefit from any tax credit or deduction passed through by the Fund. Even if the Fund is eligible to make such an election for a given year, it may determine not to do so. If the Fund is not eligible to or does not make such election,
shareholders will not be entitled to claim a credit or deduction with respect to foreign taxes incurred by the Fund; in such case, such foreign taxes would nonetheless reduce the Fund’s taxable income. Each shareholder should consult his or
her own tax adviser regarding the potential application of foreign tax credits.
The tax status of certain non-U.S. entities in
which a Fund may invest is unclear; an adverse determination by the IRS could alter the timing and character of a Fund’s income from such
investments, as well as the application of the income,
diversification and distribution requirements for RIC qualification.
Foreign Currency Transactions
Under Section 988 of the Code, gains or losses
attributable to fluctuations in exchange rates between the time a Fund accrues income, receivables, expenses or other liabilities denominated in a foreign currency and the time that Fund actually collects such income or receivables or pays such
liabilities are generally treated as ordinary income or loss. Similarly, gains or losses on foreign currency forward contracts and the disposition of debt securities denominated in a foreign currency, to the extent attributable to fluctuations in
exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss. Any such net gains could require a larger dividend toward the end of the calendar year. Any such net losses will generally reduce and
potentially require the re-characterization of prior ordinary income distributions. Such ordinary income treatment may accelerate Fund distributions to shareholders and increase the distributions taxed to shareholders as ordinary income. Any net
ordinary losses so created cannot be carried forward by the Fund to offset income or gains earned in subsequent taxable years.
Book/Tax Differences
Certain of a Fund’s investments in
derivative instruments and foreign currency-denominated instruments, and any of a Fund’s transactions in foreign currencies and hedging activities, are likely to produce a difference between its book income and the sum of its taxable income
and net tax-exempt income (if any). If such a difference arises, and the Fund’s book income is less than the sum of its taxable income and net tax-exempt income, the Fund could be required to make distributions exceeding book income to either
qualify as a RIC that is accorded special tax treatment or to eliminate a Fund-level tax. In the alternative, if the Fund’s book income exceeds the sum of its taxable income (including realized capital gains) and net tax-exempt income, the
distribution (if any) of such excess generally will be treated as (i) a dividend to the extent of the Fund’s remaining earnings and profits (including earnings and profits arising from tax-exempt income), (ii) thereafter, as a return of
capital to the extent of the recipient’s basis in its shares, and (iii) thereafter as gain from the sale or exchange of a capital asset.
Investments in Real Estate Investment
Trusts
Any investment by a Fund in
equity securities of REITs qualifying as such under Subchapter M of the Code may result in the Fund’s receipt of cash in excess of the REIT’s earnings; if the Fund distributes these amounts, these distributions could constitute a return
of capital to Fund shareholders for U.S. federal income tax purposes. Investments in REIT equity securities also may require a Fund to accrue and distribute income not yet received. In such an event, to generate sufficient cash to make the requisite
distributions, a Fund may be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have continued to hold. Dividends received by a Fund from a REIT will not qualify for the corporate
dividends-received deduction and generally will not constitute qualified dividend income.
Investments in Mortgage-Related
Securities
A Fund may invest directly or
indirectly in residual interests in real estate mortgage investment conduits (“REMICs”) (including by investing in residual interests in collateralized mortgage
obligations (“CMOs”) with respect to which an
election to be treated as a REMIC is in effect) or equity interests in taxable mortgage pools (“TMPs”). Under a notice issued by the IRS in October 2006 and Treasury regulations that have yet to be issued but may apply retroactively, a
portion of a Fund’s income (including income allocated to the Fund from a REIT or other pass-through entity) that is attributable to a residual interest in a REMIC or an equity interest in a TMP (referred to in the Code as an “excess
inclusion”) will be subject to U.S. federal income tax in all events. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a RIC will be allocated to shareholders of the RIC in proportion to
the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. As a result, a Fund investing in such interests may not be a suitable investment for charitable remainder trusts. See
“Investment by Tax-Exempt Shareholders” below.
In general, excess inclusion income allocated
to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (“UBTI”) to entities (including a qualified pension
plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to
file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a non-U.S. shareholder, will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be subject to U.S. federal income tax on such
inclusions not withstanding any exemption from such income tax otherwise available under the Code.
Investment in the Subsidiary
The Real Assets Fund’s ability to make
direct and indirect investments in certain of the asset classes described herein, including but not limited to commodities and commodity-linked instruments, is limited by the Fund’s intention to qualify as a RIC under the Code and can bear on
the Fund’s ability to qualify as such; if the Fund does not appropriately limit such investments or if such investments are re-characterized for U.S. tax purposes, the Fund’s status as a RICs may be jeopardized. The Fund’s
investments in the Subsidiary are intended to provide additional exposure to commodities, gold and other precious metals while allowing the Fund to satisfy the requirements applicable to RICs. See also "Controlled Foreign Corporations" below.
Controlled Foreign Corporations
A U.S. person, such as a Fund, who owns
(directly or indirectly) 10% or more of the total combined voting power of all classes of stock of a foreign corporation or 10% or more of the total value of shares of all classes of stock of a foreign corporation is a “U.S. Shareholder”
for purposes of the controlled foreign corporation (“CFC”) provisions of the Code. A CFC is a foreign corporation that, on any day of its taxable year, is owned (directly, indirectly, or constructively) more than 50% (measured by voting
power or value) by U.S. Shareholders. The Real Assets Fund will be U.S. Shareholders and the Subsidiary will be a CFC; it is also possible that another Fund will be a U.S. Shareholder in a CFC. As a U.S. Shareholder, the Fund is required to include
in gross income for U.S. federal income tax purposes for each taxable year of the Fund its pro rata share of its CFC’s “subpart F income” for the CFC’s taxable year ending within the Fund’s taxable year, whether or not
such income is actually distributed by the CFC. Subpart F income generally includes, among other
things, interest, OID, dividends, net gains from the
disposition of stocks or securities, receipts with respect to securities loans, and net payments received with respect to equity swaps and similar derivatives. Subpart F income is treated as ordinary income, regardless of the character of the
CFC’s underlying income. Net losses incurred by a CFC during a tax year do not flow through to the Fund and thus will not be available to offset income or capital gain generated from the Fund’s other investments. In addition, net losses
incurred by a CFC during a tax year generally cannot be carried forward by the CFC to offset gains realized by it in subsequent taxable years. If the Fund were to fail to qualify as a RIC accorded special tax treatment in any taxable year, it would
be subject to taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would be taxable to shareholders as ordinary income. In addition,
the Fund could be required to pay substantial taxes, penalties, and interest, and to make substantial distributions, in order to re-qualify for such special tax treatment.
Passive Foreign Investment
Companies
Investments treated as equity
investments for U.S. federal income tax purposes that a Fund makes in certain “passive foreign investment companies” (“PFICs”) could potentially subject the Fund to a U.S. federal income tax (including interest charges) on
distributions received from the company or on proceeds received from the disposition of shares in the company. This tax cannot be eliminated by making distributions to Fund shareholders. However, a Fund may elect to avoid the imposition of that tax.
For example, a Fund may elect to treat a PFIC as a “qualified electing fund” (i.e., make a “QEF election”), in which case the Fund will be required to include its share of the
PFIC’s income and net capital gains annually, regardless of whether it receives any distribution from the PFIC. A Fund also may make an election to mark the gains (and to a limited extent losses) in such holdings “to the market” as
though it had sold (and, solely for purposes of this mark-to-market election, repurchased) its holdings in those PFICs on the last day of the Fund’s taxable year. Such gains and losses are treated as ordinary income and loss. The QEF and
mark-to-market elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by a Fund to avoid taxation. Making either of these elections therefore may require a Fund to
liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and affect the Fund’s total return. Dividends paid by PFICs will not be
eligible to be treated as “qualified dividend income.”
Because it is not always possible to identify
a foreign corporation as a PFIC, a Fund may incur the tax and interest charges described above in some instances.
Investments in Other Regulated Investment
Companies
A Fund’s investments in
shares of a mutual fund, ETF or another company that qualifies as a RIC (each, an “underlying RIC”) can cause the Fund to be required to distribute greater amounts of net investment income or net capital gain than the Fund would have
distributed had it invested directly in the securities held by the underlying RIC, rather than in shares of the underlying RIC. Further, the amount or timing of distributions from the Fund qualifying for treatment as a particular character (for
example, long-term capital gain, exempt interest, eligibility for dividends-received deduction, etc.) will not necessarily be the same as it would have been had the Fund invested directly in the securities held by the underlying RIC.
If a Fund receives dividends from an
underlying RIC and the underlying RIC reports such dividends as qualified dividend income, then the Fund is permitted in turn to report to its shareholders a portion of its distributions as qualified dividend income, provided the Fund meets holding
period and other requirements with respect to shares of the underlying RIC.
If a Fund receives dividends from an
underlying RIC and the underlying RIC reports such dividends as eligible for the dividends-received deduction, then the Fund is permitted in turn to report to its shareholders its distributions derived from those dividends as eligible for the
dividends-received deduction as well, provided the Fund meets holding period and other requirements with respect to shares of the underlying RIC.
Investments in Master Limited
Partnerships and Certain non-U.S. Entities
A Fund’s ability to make direct and
indirect investments in MLPs and certain non-U.S. entities treated as pass-through entities or as transparent for U.S. income tax purposes is limited by the Fund’s intention to qualify as a RIC, and if the Fund does not appropriately limit
such investments or if such investments are re-characterized for U.S. federal income tax purposes, the Fund’s status as a RIC may be jeopardized. Among other limitations, a Fund is permitted to have no more than 25% of the value of its total
assets invested, including through corporations in which the Fund owns a 20% or more voting stock interest, in qualified publicly traded partnerships, including MLPs.
Backup Withholding
A Fund may be required to withhold U.S.
federal income tax on all taxable distributions payable to shareholders who fail to provide that Fund with their correct taxpayer identification number or to make required certifications, or who have been notified by the IRS that they are subject to
backup withholding. Corporate shareholders and certain other shareholders specified in the Code generally are exempt from such backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against the
shareholder’s U.S. federal income tax liability.
Investment by Tax-Exempt Investors
Income of a RIC that would be UBTI if earned
directly by a tax-exempt entity will not generally be attributed as UBTI to a tax-exempt shareholder of the RIC. Notwithstanding this “blocking” effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in a Fund if
shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b).
A tax-exempt shareholder may also recognize
UBTI if a Fund recognizes “excess inclusion income” derived from direct or indirect investments in residual interests in REMICs or equity interests in TMPs as described above, if the amount of such income recognized by the Fund exceeds
the Fund’s investment company taxable income (after taking into account deductions for dividends paid by the Fund).
In addition, special tax consequences apply to
charitable remainder trusts (“CRTs”) that invest in RICs that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. Under legislation enacted in December 2006, a CRT (as defined in Section 664 of the
Code) that
realizes any UBTI for a taxable year must pay an excise tax
annually of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI as a result of investing in a Fund that recognizes “excess inclusion income.” Rather, if at any time during any taxable
year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof, and certain energy cooperatives) is a record holder of a share in a Fund that
recognizes “excess inclusion income,” then the Fund will be subject to a tax on that portion of its “excess inclusion income” for the taxable year that is allocable to such shareholders at the highest U.S. federal corporate
income tax rate. The extent to which this IRS guidance remains applicable in light of the December 2006 legislation is unclear. To the extent permitted under the 1940 Act, each Fund may elect to specially allocate any such tax to the applicable CRT,
or other shareholder, and thus reduce such shareholder’s distributions for the year by the amount of the tax that relates to such shareholder’s interest in the Fund.
CRTs and other tax-exempt investors are urged
to consult their tax advisors concerning the consequences of investing in a Fund.
Foreign Shareholders
Distributions by a Fund to shareholders that
are not “U.S. persons” within the meaning of the Code (“foreign shareholders”) properly reported by the Fund as (1) Capital Gain Dividends, (2) short-term capital gain dividends, and (3) interest-related dividends, each as
defined and subject to certain conditions described below, generally are not subject to withholding of U.S. federal income tax.
In general, the Code defines (1)
“short-term capital gain dividends” as distributions of net short-term capital gains in excess of net long-term capital losses and (2) “interest-related dividends” as distributions from U.S.-source interest income of types
similar to those not subject to U.S. federal income tax if earned directly by an individual foreign shareholder, in each case to the extent such distributions are properly reported as such by the Fund in a written notice to shareholders. The
exceptions to withholding for Capital Gain Dividends and short-term capital gain dividends do not apply to (A) distributions to an individual foreign shareholder who is present in the United States for a period or periods aggregating 183 days or
more during the year of the distribution and (B) distributions attributable to gain that is treated as effectively connected with the conduct by the foreign shareholder of a trade or business within the United States, under special rules regarding
the disposition of U.S. real property interests as described below. The exception to withholding for interest-related dividends does not apply to distributions to a foreign shareholder (A) that has not provided a satisfactory statement that the
beneficial owner is not a U.S. person, (B) to the extent that the dividend is attributable to certain interest on an obligation if the foreign shareholder is the issuer or is a 10% shareholder of the issuer, (C) that is within certain foreign
countries that have inadequate information exchange with the United States, or (D) to the extent the dividend is attributable to interest paid by a person that is a related person of the foreign shareholder and the foreign shareholder is a
controlled foreign corporation.
If a
Fund invests in a RIC that pays Capital Gain Dividends, short-term capital gain dividends or interest-related dividends to the Fund, such distributions retain their character as not subject to withholding if properly reported when paid by the Fund
to foreign shareholders. The Fund is permitted to report such part of its dividends as interest-related and/or short-term capital gain dividends as are eligible, but is not required to do so.
In the case of shares held through an
intermediary, the intermediary may withhold even if a Fund reports all or a portion of a payment as an interest-related or short-term capital gain dividend to shareholders. Foreign shareholders should contact their intermediaries regarding the
application of these rules to their accounts.
Foreign shareholders with respect to whom
income from a Fund is effectively connected with a trade or business conducted by the foreign shareholder within the United States will in general be subject to U.S. federal income tax on the income derived from the Fund at the graduated rates
applicable to U.S. citizens, residents or domestic corporations, whether such income is received in cash or reinvested in shares of the Fund and, in the case of a foreign corporation, may also be subject to a branch profits tax. If a foreign
shareholder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment maintained by the
shareholder in the United States. More generally, foreign shareholders who are residents in a country with an income tax treaty with the United States may obtain different tax results than those described herein, and are urged to consult their tax
advisors. Distributions by a Fund to foreign shareholders other than Capital Gain Dividends, short-term capital gain dividends, and interest-related dividends (e.g. dividends attributable to foreign-source dividend and interest income or to
short-term capital gains or U.S. source interest income to which the exception from withholding described above does not apply) are generally subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate).
A foreign shareholder is not, in general,
subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of shares of a Fund unless (i) such gain is effectively connected with the conduct by the foreign shareholder of a trade or business within
the United States, (ii) in the case of a foreign shareholder that is an individual, the shareholder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale and certain other conditions are
met, or (iii) the special rules relating to gain attributable to the sale or exchange of “U.S. real property interests” (“USRPIs”) apply to the foreign shareholder’s sale of shares of the Fund (as described
below).
Special rules would apply if a
Fund were a qualified investment entity (“QIE”) because it is either a “U.S. real property holding corporation” (“USRPHC”) or would be a USRPHC but for the operation of certain exceptions to the definition of
USRPIs described below. Very generally, a USRPHC is a domestic corporation that holds USRPIs the fair market value of which equals or exceeds 50% of the sum of the fair market values of the corporation’s USRPIs, interests in real property
located outside the United States, and other trade or business assets. USRPIs are generally defined as any interest in U.S. real property and any interest (other than solely as a creditor) in a USRPHC or, very generally, an entity that has been a
USRPHC in the last five years. A Fund that holds, directly or indirectly, significant interests in real estate investment trusts (“REITs”) may be a USRPHC. Interests in domestically controlled QIEs, including REITs and RICs that are
QIEs, not-greater-than 10% interests in publicly traded classes of stock in REITs and not-greater-than-5% interests in publicly traded classes of stock in RICs generally are not USRPIs, but these exceptions do not apply for purposes of determining
whether the Fund is a QIE. If an interest in a Fund were a USRPI, the Fund would be required to withhold U.S. tax on the proceeds of a share redemption by a greater-than-5% foreign shareholder, in which case such foreign shareholder generally would
also be required to file U.S. tax returns and pay any additional taxes due in connection with the redemption.
If a Fund were a QIE, under a special
“look-through” rule, any distributions by the Fund to a foreign shareholder (including, in certain cases, distributions made by the Fund in redemption of its shares) attributable directly or indirectly to (i) distributions received by
the Fund from a lower-tier RIC or REIT that the Fund is required to treat as USRPI gain in its hands, and (ii) gains realized on the disposition of USRPIs by a Fund would retain their character as gains realized from USRPIs in the hands of the
Fund's foreign shareholders and would be subject to U.S. tax withholding. In addition, such distributions could result in the foreign shareholder being required to file a U.S. tax return and pay tax on the distributions at regular U.S. federal
income tax rates. The consequences to a foreign shareholder, including the rate of such withholding and character of such distributions (e.g., as ordinary income or USRPI gain), would vary depending upon the
extent of the foreign shareholder’s current and past ownership of a Fund.
Foreign shareholders of the Fund also may be
subject to “wash sale” rules to prevent the avoidance of the tax-filing and -payment obligations discussed above through the sale and repurchase of Fund shares.
The Funds generally do not expect shares of a
Fund to be considered USRPIs.
Foreign
shareholders should consult their tax advisers and, if holding shares through intermediaries, their intermediaries, concerning the application of these rules to their investment in a Fund.
In order to qualify for any exemptions from
withholding described above or for lower withholding tax rates under income tax treaties, or to establish an exemption from backup withholding, a foreign shareholder must comply with special certification and filing requirements relating to its
non-U.S. status (including, in general, furnishing an IRS Form W-8BEN, W-8BEN-E or substitute form). Foreign shareholders should consult their tax advisers in this regard.
Special rules (including withholding and
reporting requirements) apply to foreign partnerships and those holding Fund shares through foreign partnerships. Additional considerations may apply to foreign trusts and estates. Investors holding Fund shares through foreign entities should
consult their tax advisers about their particular situation.
A foreign shareholder may be subject to state
and local tax and to the U.S. federal estate tax in addition to the U.S. federal income tax referred to above.
The Funds no longer accept investments from
investors with non-U.S. addresses as well as dealer-controlled accounts designated as foreign accounts (“Restricted Accounts”). Existing Restricted Accounts can remain in a Fund, but will be prohibited from making further investments
into their accounts. U.S. Armed Forces and Diplomatic post office addresses abroad will be treated as U.S. addresses and are able to invest in the Fund. For more information, please call (800) 437-9912.
Shareholder Reporting with Respect to
Foreign Financial Accounts
Shareholders
that are U.S. persons and own, directly or indirectly, more than 50% of a Fund could be required to report annually their “financial interest” in the Fund’s “foreign financial accounts,” if any, on FinCEN Form 114,
Report of Foreign Bank and Financial Accounts (FBAR). Shareholders should consult their tax advisor, and persons investing in a Fund through an intermediary should contact their intermediary, regarding the applicability to them of this reporting
requirement.
Other Reporting and Withholding
Requirements
Sections 1471-1474 of the
Code and the U.S. Treasury and IRS guidance issued thereunder (collectively, “FATCA”) generally require a Fund to obtain information sufficient to identify the status of each of its shareholders under FATCA or under an applicable
intergovernmental agreement (an “IGA”) between the United States and a foreign government. If a shareholder fails to provide the required information or otherwise fails to comply with FATCA or an IGA, a Fund may be required to withhold
under FATCA at a rate of 30% with respect to that shareholder on ordinary dividends. The IRS and Department of Treasury have issued proposed regulations providing that these withholding rules will not be applicable to the gross proceeds of share
redemptions or capital gain dividends a Fund pays. If a payment by a Fund is subject to FATCA withholding, the Fund is required to withhold even if such payment would otherwise be exempt from withholding under the rules applicable to foreign
shareholders described above.
Each
prospective investor is urged to consult its tax adviser regarding the applicability of FATCA and any other reporting requirements with respect to the prospective investor’s own situation, including investments through an intermediary.
Other Taxation
Fund shareholders may be subject to state,
local and foreign taxes on their Fund distributions. Shareholders are advised to consult their own tax advisors with respect to the particular tax consequences to them of an investment in a Fund.
Counsel and Independent Registered Public
Accounting Firm
Ropes & Gray LLP, located at 1211 Avenue
of the Americas, New York, NY 10036-8704, serves as counsel to each Fund. PricewaterhouseCoopers LLP, located at 300 Madison Avenue, New York, NY 10017, has been appointed as the independent registered public accounting firm for each Fund.
Financial Statements
The audited financial statements for MLP
& Energy Opportunity Fund for the fiscal year ended November 30, 2018 are incorporated by reference to this SAI from the Fund’s Annual Report dated November 30, 2018.
The audited financial statements for each of
Global Infrastructure Fund, Global Realty Shares, Institutional Realty Shares, International Realty Fund, Preferred Securities and Income Fund, Real Estate Securities Fund, Realty Shares and Real Assets Fund for the fiscal year ended December 31,
2018, are incorporated by reference to this SAI from each Fund’s Annual Report dated December 31, 2018.
The audited financial statements for
Alternative Income Fund (formerly known as Dividend Value Fund) for the fiscal year ended February 28, 2019 are incorporated by reference to this SAI from the Fund’s Annual Report dated February 28, 2019.
The audited financial
statements for Low Duration Preferred and Income Fund for the fiscal year ended April 30, 2019 are incorporated by reference to this SAI from the Fund’s Annual Report dated April 30, 2019.
The Preferred Securities and Income SMA
Shares, Statement of Assets and Liabilities presented below has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Fund.
Cohen & Steers Preferred Securities and
Income SMA Shares, Inc.
STATEMENT OF
ASSETS AND LIABILITIES
January 8,
2019
|
|
|
ASSETS
:
|
|
|
|
|
|
Cash
|
|
$
100,000
|
NET
ASSETS
|
|
$100,000
|
|
|
|
NET ASSETS applicable to 10,000 shares of $0.001
par value of common stock
outstanding
|
|
$
100,000
|
|
|
|
NET
ASSETS consist of:
|
|
|
Paid-in
capital
|
|
$
100,000
|
|
|
$100,000
|
See accompanying notes
to financial statement.
Cohen & Steers Preferred Securities and
Income SMA Shares, Inc.
Notes to Financial Statement
Note 1: Organization
Cohen & Steers Preferred Securities and
Income SMA Shares, Inc. (the “Fund”) was incorporated under the laws of the State of Maryland on November 16, 2018 and is registered under the Investment Company Act of 1940 (the “1940 Act”) as a non-diversified open-end
management investment company. The Fund has been inactive since that date except for matters relating to the Fund's establishment, designation, registration of the Fund's shares of common stock (“Shares”) under the Securities Act of
1933, and the sale of 10,000 shares for $100,000 to Cohen & Steers Capital Management, Inc. (the “Investment Advisor”). The proceeds of such Initial Shares in the Fund were held in cash. There are 100,000,000 shares of $0.001 par
value common stock authorized.
Estimated
organizational expenses of the Fund of approximately $25,000 incurred prior to the offering of the Fund’s shares will be absorbed by the Investment Advisor. It is currently estimated that the Investment Advisor will incur approximately
$132,500 in offering costs. The Investment Advisor has agreed to absorb all offering costs.
Note 2: Accounting Policies
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 Topic 946 - Investment Companies. The preparation of the financial statement in accordance
with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statement. Actual results could differ
from these estimates.
Note 3: Investment
Advisory and Administration Agreements; Distribution and Shareholder Service Plans
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 no investment advisory or other fees from the Fund, however, shares of the Fund are only offered to participants in separately managed account (“SMA”) programs (each, a “Program Participant”) who
pay fees to program sponsors (each, a “Sponsor”) for the costs and expenses of the programs, including fees for investment advice, custody and portfolio execution, and to certain non-program SMA clients of the Advisor. This
arrangement recognizes that the Investment Advisor will receive a fee through the separately managed account program, either directly or indirectly from the Sponsors or Program Participants and certain non-program SMA clients of the Advisor, for
managed account advisory services that takes into account the value of any shares of the Fund held by SMA program accounts or non-program SMA clients of the Advisor. The Investment Advisor has contractually agreed to reimburse the Fund so that the
total annual Fund operating expenses (excluding acquired fund fees and expenses, interest, taxes, extraordinary expenses, and other expenses approved by the Board of
Directors) do not exceed 0.00%. This contractual agreement is
currently expected to remain in place for the life of the Fund, can only be amended or terminated by agreement of the Fund’s Board of Directors and the Investment Advisor and will terminate automatically in the event of termination of the
investment advisory agreement between the Fund and the Investment Advisor.
The Fund has entered into an administration
agreement with the Investment Advisor under which the Investment Advisor performs certain administrative functions for the Fund. For its services under the administration agreement, the Advisor receives no fees from the Fund. Additionally, the Fund
pays State Street Bank and Trust Company as co-administrator under a fund accounting and administration agreement.
Note 4: Other
In the normal course of business, the Fund
enters into contracts that contain a variety of representations which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that
have not yet occurred. However, the Fund expects the risk of loss to be remote.
Cohen & Steers Preferred Securities and
Income SMA Shares, Inc.
Report of Independent Registered Public
Accounting Firm
To the Board of
Directors and Shareholder of
Cohen & Steers Preferred Securities and Income SMA Shares, Inc.
Opinion on the Financial Statement
We have audited the accompanying statement of
assets and liabilities of Cohen & Steers Preferred Securities and Income SMA Shares, Inc. (the "Fund") as of January 8, 2019, including the related notes (collectively referred to as the “financial statement”). In our opinion, the
financial statement presents fairly, in all material respects, the financial position of the Fund as of January 8, 2019 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
This financial statement is the responsibility
of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of this financial
statement in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or
fraud.
Our audit included performing
procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe
that our audit provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
January 18, 2019
We have served as the auditor of one or more
investment companies in the Cohen & Steers family of mutual funds since 1991.
Appendix A
Proxy Voting Policies and Procedures for
the Advisor, CNS Asia and CNS UK
A. Responsibility. The Advisor and the Subadvisors shall seek to ensure that there is an effective means in place to hold companies accountable for their actions. While management must be
accountable to its board, the board must be accountable to a company’s shareholders. Although accountability can be promoted in a variety of ways, protecting shareholder voting rights may be among our most important tools.
B. Rationalizing Management and Shareholder Concerns. The Advisor and the Subadvisors seek to ensure that the interests of a company’s management and board are aligned with those of the
company’s shareholders. In this respect, compensation must be structured to reward the creation of shareholder value.
C. Shareholder Communication. Since companies are owned by their shareholders, the Advisor and the Subadvisors seek 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.
In
exercising voting rights, the Advisor and the Subadvisors follow the general principles set forth below.
•
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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.
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•
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In
exercising voting rights, the Advisor and the Subadvisors shall engage in a careful evaluation of issues that may materially affect the rights of shareholders and the value of the security.
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•
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Consistent
with general fiduciary principles, the exercise of voting rights shall always be conducted with reasonable care, prudence and diligence.
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•
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In
exercising voting rights on behalf of clients, the Advisor and the Subadvisors shall conduct itself in the same manner as if the Advisor and the Subadvisors were the beneficial owners of the securities.
|
•
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To the
extent reasonably possible, the Advisor and the Subadvisors shall participate in each shareholder voting opportunity.
|
•
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Voting
rights shall not automatically be exercised in favor of management-supported proposals.
|
•
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The
Advisor and the Subadvisors, and their respective officers and employees, shall never accept any item of value in consideration of a favorable proxy vote.
|
Set forth below are general guidelines
followed by the Advisor and the Subadvisors in exercising proxy voting rights:
Prudence. In
making a proxy voting decision, the Advisor and the Subadvisors 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 the Advisor and the Subadvisors may consider the views of third parties, the Advisor and the Subadvisors 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, the Advisor and the Subadvisors shall consider both short-term and long-term views about a company’s business and prospects, especially
in light of its projected holding period on the stock (e.g., the Advisor may discount long-term views on a short-term holding).
Voting for Director Nominees in Uncontested
Elections
Votes on director nominees are
made on a case-by-case basis using a “mosaic” approach, where all factors are considered and no single factor is determinative. In evaluating director nominees, the Advisor and the Subadvisors consider the following factors:
•
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Whether the
nominee attended less than 75 percent of the board and committee meetings without a valid excuse for the absences;
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•
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Whether the
nominee is an inside or affiliated outside director and sits on the audit, compensation, or nominating committees and/or the full board serves as the audit, compensation, or nominating committees or the company does not have one of these committees;
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•
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Whether the
board ignored a significant shareholder proposal that was approved by a majority of the votes cast in the previous year;
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•
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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 the chairman or CEO of a publicly-traded company who serves on more than two (2) public company boards;
|
•
|
In the case
of nominees other than the chairman or CEO, whether the nominee serves on more than four (4) public company boards;
|
•
|
If the
nominee is an incumbent director, the length of tenure taking into account tenure limits recommended by local corporate governance codes;(1)
|
•
|
Whether the
nominee has a material related party transaction or a material conflict of interest with the company;
|
•
|
Whether
the nominee (or the entire board) in our view has a record of making poor corporate or strategic decisions or has demonstrated an overall lack of good business judgment;
|
•
|
Material
failures of governance, stewardship, risk oversight(2), or fiduciary responsibilities at the company; and
|
•
|
Actions
related to a nominee’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.
|
1 For example, in the UK, independent directors of publicly traded companies with tenure exceeding nine
(9) years are reclassified as non-independent unless the company can explain why they remain independent.
2 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.
Voting for Director
Nominees in Contested Elections
Votes in
a contested election of directors are evaluated on a case-by-case basis considering the long-term financial performance of the company relative to its industry management’s track record, the qualifications of the nominees and other relevant
factors.
Majority Vote for
Directors
The Advisor and the
Subadvisors generally vote for proposals asking for the board to amend the company’s governance documents (charter or bylaws) to provide that director nominees will be elected by the affirmative vote of the majority of votes cast at an annual
meeting of shareholders.
Separation of
Chairman and CEO
The Advisor and the
Subadvisors generally vote for proposals to separate the CEO and chairman positions. The Advisor and the Subadvisors do recognize, however, that under certain circumstances, it may be in the company’s best interest for the CEO and chairman
positions to be held by one person.
Independent Chairman
The Advisor and the Subadvisors review on a
case-by-case basis, proposals requiring the chairman’s position to be filled by an independent director, taking into account the company’s current board leadership and governance structure; company performance, and any other factors that
may be relevant.
Lead Independent
Directors
In cases where the CEO and
chairman roles are combined or the chairman is not independent, the Advisor and the Subadvisors vote for the appointment of a lead independent director.
Board Independence
The Advisor and the Subadvisors believe that
boards should have a majority of independent directors. Therefore, the Advisor and the Subadvisors vote for proposals that require the board to be comprised of a majority of independent directors.
Generally, the Advisor and the Subadvisors
consider a director independent if the director satisfies the independence definition set forth in local corporate governance codes and/or the applicable listing standards of the exchange on which the company’s stock is listed.
In addition, the Advisor and the Subadvisors
generally consider a director independent if the director has no significant financial, familial or other ties with the company that may pose a conflict, and has not been employed by the company in an executive capacity.
Board Size
The Advisor and the Subadvisors generally vote
for proposals to limit the size of the board to 15 members or less.
Classified Boards
The Advisor and the Subadvisors generally vote
in favor of shareholder proposals to declassify a board of directors. In voting on proposals to declassify a board of directors, the Advisor and the Subadvisors evaluate all facts and circumstances, including whether: (i) the current management and
board have a history of making good corporate or strategic decisions and (ii) the proposal is in the best interests of shareholders.
Independent Committees
The Advisor and the Subadvisors vote for
proposals requesting that a board’s audit, compensation and nominating committees consist only of independent directors.
Non-Disclosure of Board Compensation
The Advisor and the Subadvisors generally vote
against the election of director nominees at companies if the compensation paid to such directors is not disclosed prior to the meeting. However, the Advisor and the Subadvisors recognize that companies in certain emerging markets may have
legitimate reasons for not disclosing such compensation. In such cases, if a company discloses a legitimate reason why such compensation should not be disclosed, the Advisor and the Subadvisors may vote for the nominees even if compensation is not
disclosed.
Director and Officer
Indemnification and Liability Protection
The Advisor and the Subadvisors vote in favor
of proposals providing indemnification for directors and officers for acts conducted in the normal course of business that is consistent with the law of the jurisdiction of formation. The Advisor and the Subadvisors 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. The Advisor and the Subadvisors vote against proposals that would
expand indemnification beyond coverage of legal expenses to coverage of acts, such as gross negligence, that are violations of fiduciary obligations.
Compensation Proposals
Votes on Executive Compensation. “Say-on-Pay” votes are determined on a case-by-case basis taking into account the reasonableness of the company’s compensation structure and the adequacy of the disclosure.
The Advisor and the Subadvisors generally vote
against in cases where there are an unacceptable under of problematic pay practices including:
•
|
Poor linkage
between the executives’ pay and the company’s performance and profitability;
|
•
|
The
presence of objectionable structural features in the compensation plan, such as excessive perquisites, golden parachutes, tax-gross up provisions, and automatic benchmarking of pay in the top half of the peer group;
|
•
|
A lack of
proportionality in the plan relative to the company’s size and peer group.
|
Additional Disclosure on Executive and
Director Pay. The Advisor and Subadvisors generally vote for shareholder proposals that seek additional disclosure of executive and director pay information.
Frequency of Shareholder Votes on Executive
Compensation. The Advisor and Subadvisors generally vote for annual shareholder advisory votes to approve executive compensation.
Golden Parachutes. In general, the Advisor and the Subadvisors vote against golden parachutes because they impede potential takeovers that shareholders should be free to consider. The Advisor and the Subadvisors oppose the use of
employment agreements that result in excessive cash payments and generally withhold our vote at the next shareholder meeting for directors who approved golden parachutes.
In the context of an acquisition, merger,
consolidation, or proposed sale, the Advisor and the Subadvisors vote on a case-by-case basis on proposals to approve golden parachute payments. Factors that may result to a vote against include:
•
|
Potentially
excessive severance payments;
|
•
|
Agreements
that include excessive excise tax gross-up provisions;
|
•
|
Single-trigger
payments upon a Change in Control (“CIC”), including cash payments and 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 encourage transactions that may not be in the best interests of shareholders; or
|
•
|
The
company's assertion that a proposed transaction is conditioned on shareholder approval of the golden parachute advisory vote.
|
Equity Compensation Plans. Votes on proposals related to compensation plans are determined on a case-by-case basis taking into account plan features and equity grant practices, where positive factors may counterbalance negative factors (and vice
versa), as evaluated based on 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, considering:
|
|
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; and
|
|
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 for 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; and
|
|
Whether the
company has established post exercise/vesting share-holding requirements.
|
The Advisor and the Subadvisors generally vote
against compensation plan proposals 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 re-pricing 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.
|
Transferable Stock Options. The Advisor and the Subadvisors evaluate 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.
Approval of Cash or Cash-and-Stock Bonus Plans. The Advisor and the Subadvisors vote to approve cash or cash-and-stock bonus plans that seek to exempt executive compensation from limits on deductibility imposed by Section 162(m) of the Internal Revenue
Code.
Employee Stock Purchase
Plans. The Advisor and the Subadvisors vote for the approval of employee stock purchase plans, although the Advisor and the Subadvisors generally believe the discounted purchase price should not exceed 15% of the
current market price.
401(k)
Employee Benefit Plans. The Advisor and the Subadvisors vote for proposals to implement a 401(k) savings plan for employees.
Stock Ownership Requirements. The Advisor and the Subadvisors support proposals requiring senior executives and directors 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.
Stock Holding Periods. The Advisor and the Subadvisors generally vote against proposals requiring executives to hold stock received upon option exercise for a specific period of time.
Recovery of Incentive Compensation. The Advisor and the Subadvisors generally vote for proposals to recover 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 award of incentive compensation.
Capital Structure Changes and Anti-Takeover
Proposals
Increase to Authorized Shares. The Advisor and the Subadvisors 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).
Blank Check Preferred Stock. The Advisor and the Subadvisors generally vote against proposals authorizing the creation of new classes of preferred stock without specific voting, conversion, distribution and other rights, and proposals to increase
the number of authorized blank check preferred shares. The Advisor and the Subadvisors may vote in favor of these proposals if the Advisor and the Subadvisors receive reasonable assurances that (i) the preferred stock was authorized by the board for
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 us.
Pre-emptive Rights. The Advisor and the Subadvisors generally vote against the issuance of equity shares with pre-emptive rights. However, the Advisor and the Subadvisors may vote for shareholder pre-emptive rights where such pre-emptive
rights are necessary taking in to account the best interests of the company’s shareholders. In addition, we acknowledge that international local practices may 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 the Advisor and the Subadvisors prefer that companies be permitted to issue shares without
pre-emptive rights, in deference to international local practices, the Advisor and the Subadvisors will approve issuance requests with pre-emptive rights.
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. The Advisor and the Subadvisors support
the one-share, one-vote principle for voting.
Restructurings/Recapitalizations. The Advisor and the Subadvisors 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, the Advisor and the Subadvisors
consider the following issues:
•
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Dilution:
how much will the 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?
|
•
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Bankruptcy:
generally, approve proposals that facilitate debt restructurings unless there are clear signs of self-dealing or other abuses.
|
Share Repurchase Programs. The Advisor and the Subadvisors generally vote in favor of such programs where the repurchase would be in the long-term best interests of shareholders and where we believe that this is a good use of the company’s
cash.
The Advisor and the Subadvisors will vote
against such programs when shareholders’ interests could be better served by deployment of the cash for alternative uses, or where the repurchase is a defensive maneuver or an attempt to entrench management.
Targeted Share Placements. The Advisor and the Subadvisors vote these proposals on a case-by-case basis. These proposals ask companies to seek shareholder approval before placing 10% or more of their voting stock with a single investor. The
proposals are typically in reaction to the placement of a large block of voting stock in an employee stock option plan, parent capital fund or with a single friendly investor, with the aim of protecting the company against a hostile tender
offer.
Shareholder Rights Plans. The Advisor and the Subadvisors review on a case-by-case basis, proposals to ratify shareholder rights plans taking into consideration the length of the plan.
Reincorporation Proposals. Proposals to change a company’s jurisdiction of incorporation are examined on a case-by-case basis. When evaluating such proposals, the Advisor and the Subadvisors review management’s rationale for the
proposal, changes to the charter/bylaws, and differences in the applicable laws governing the companies.
Voting on State Takeover Statutes. The Advisor and the Subadvisors 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, freeze-out
provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions and disgorgement provisions). In voting on these shareholder proposals, the Advisor and the Subadvisors take into account
whether the proposal is in the long-term best interests of the company and whether it would be in the best interests of the company to thwart a shareholder’s attempt to control the board of directors.
Mergers and Corporate Restructurings
Mergers and Acquisitions. Votes on mergers and acquisitions should be considered on a case-by-case basis, taking into account the 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.
The Advisor and the Subadvisors 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 charter provisions that specify that the board of directors may examine the nonfinancial effects 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. The Advisor and the Subadvisors generally vote against proposals to adopt such charter provisions. Directors should base
their decisions solely on the financial interests of the shareholders.
Spin-offs.
The Advisor and the Subadvisors evaluate spin-offs on a case-by-case basis taking into account the tax and regulatory advantages, planned use of sale proceeds, market focus, and managerial incentives.
Asset Sales.
The Advisor and the Subadvisors evaluate asset sales on a case-by-case basis taking into account the impact on the balance sheet/working capital, value received for the asset, and potential elimination of diseconomies.
Liquidations.
The Advisor and the Subadvisors evaluate liquidations on a case-by-case basis taking into account management’s efforts to pursue other alternatives, appraisal value of assets and the compensation plan for executives managing the
liquidation.
Ratification of
Auditors
The Advisor and the Subadvisors
generally vote for proposals to ratify auditors, auditor remuneration and/or proposals authorizing the board to fix audit fees, unless:
•
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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 prior to the meeting;
|
•
|
the auditors
are being changed without explanation; or
|
•
|
fees
paid for non-audit related services are excessive and/or exceed fees paid for audit services or limits set in local best practice recommendations or law.
|
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.
Auditor Rotation
The Advisor and the Subadvisors evaluate
auditor rotation proposals on a case-by-case basis taking into account the following factors: the tenure of the audit firm; establishment and disclosure of a review 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.
Auditor Indemnification
The Advisor and the Subadvisors generally vote
against auditor indemnification and limitation of liability. However, the Advisor and the Subadvisors recognize there may be situations where indemnification and limitations on liability may be appropriate.
Shareholder Access and Voting Proposals
Proxy Access.
The Advisor and the Subadvisors review proxy access proposals on a case-by-case basis taking into account the parameters of proxy access use in light of a company’s specific circumstances. The Advisor and the Subadvisors generally support
proposals that provide shareholders with a reasonable opportunity to use the right without stipulating overly restrictive or onerous parameters for use and also provide assurances that the mechanism will not be subject to abuse by short-term
investors, investors without a substantial investment in the company or investors seeking to take control of the board.
Bylaw Amendments. The Advisor and the Subadvisors vote on a case-by-case basis on proposals requesting companies grant shareholders the ability to amend bylaws. Similar to proxy access, the
Advisor and Subadvisors generally support proposals that
provide assurances that this right will not be subject to abuse by short-term investors or investors without a substantial investment in a company.
Reimbursement of Proxy Solicitation Expenses. In the absence of compelling reasons, the Advisor and the Subadvisors will generally not support such proposals.
Shareholder Ability to Call Special Meetings. The Advisor and the Subadvisorsvote on a case-by-case basis on shareholder proposals requesting companies amend their governance documents (bylaws and/or charter) in order to allow shareholders to call special
meetings.
Shareholder Ability to
Act by Written Consent. The Advisor and the Subadvisors generally vote against proposals to allow or facilitate shareholder action by written consent to provide reasonable protection of minority shareholder
rights.
Shareholder Ability to
Alter the Size of the Board. The Advisor and the Subadvisors generally vote for proposals that seek to fix the size of the board and vote against proposals that give the board the ability to alter the size of the
board without shareholder approval. While the Advisor and the Subadvisors recognize the importance of such proposals, these proposals may be set forth in order to promote the agenda(s) of certain special interest groups and could be disruptive to
the management of the company.
Cumulative Voting. Having the ability to cumulate votes for the election of directors (i.e., to cast more than one vote for a director) generally increases shareholders’ rights to effect
change in the management of a corporation. However, the Advisor and the Subadvisors acknowledge that cumulative voting promotes special candidates who may not represent the interests of all, or even a majority, of shareholders. Therefore, when
voting on proposals to institute cumulative voting, the Advisor and the Subadvisors evaluate all facts and circumstances surrounding such proposal and 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.
Supermajority Vote Requirements. The Advisor and the Subadvisors generally support proposals that seek to lower supermajority voting requirements.
Confidential Voting. The Advisor and the Subadvisors vote for shareholder proposals requesting that companies adopt confidential voting, use independent tabulators, and use independent inspectors of election as long as such proposals permit
management to request that the dissident groups honor its confidential voting policy in the case of proxy contests.
The Advisor and the Subadvisors also vote for
management proposals to adopt confidential voting.
Date/Location of Meeting. The Advisor and the Subadvisors vote against shareholder proposals to change the date or location of the shareholders’ meeting.
Adjourn Meeting if Votes are Insufficient. The Advisor and the Subadvisors generally vote against open-end requests for adjournment of a shareholder meeting. 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. The Advisor and the Subadvisors 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.
Environmental and Social proposals
The Advisor and the Subadvisors believe that
well-managed companies should be evaluating and assessing how environmental and social matters may enhance or protect shareholder value. However, because of the diverse nature of environmental and social proposals, we evaluate these proposals on a
case-by-case basis. The principles guiding the evaluation of these proposals are whether implementation of a proposal is likely to enhance or protect shareholder value and whether a proposal can be implemented at a reasonable cost.
Environmental Proposals (SP). The Advisors and Subadvisors acknowledge that environmental considerations can pose significant investment risks and opportunities. Therefore, we generally vote in favor of proposals requesting a company disclose
information that will aid in the determination of shareholder value creation or destruction, taking into consideration the following factors:
•
|
Whether the
issues presented have already been effectively dealt with through governmental regulation or legislation;
|
•
|
Whether the
disclosure is available to shareholders from the company or from a publicly available source; and
|
•
|
Whether
implementation would reveal proprietary or confidential information that could place the company at a competitive disadvantage.
|
Social Proposals (SP). The Advisors and Subadvisors believe board and workforce diversity are beneficial t the decision-making process and can enhance long-term profitability. Therefore, we generally vote in favor of proposals that seek to
increase board and workforce diversity. We vote all other social proposals on a case-by-case basis, including, but not limited to, proposals related to political and charitable contributions, lobbying, and gender equality and the gender pay
gap.
Miscellaneous
Proposals
Bundled Proposals. The Advisor and the Subadvisors review on a case-by-case basis bundled or “conditioned” proposals. For items that are conditioned upon each other, the Advisor and the Subadvisors examine the benefits and costs
of the bundled items. In instances where the combined effect of the conditioned items is not in shareholders’ best interests, the Advisor and the Subadvisors vote against the proposals. If the combined effect is positive, the Advisor and the
Subadvisors support such proposals. In the case of bundled director proposals, the Advisor and the Subadvisors will vote for the entire slate only if the Advisor and the Subadvisors would have otherwise voted for each director on an individual
basis.
Other Business. Cohen & Steers generally vote against proposals to approve other business where the Advisor and the Subadvisors cannot determine the exact nature of the proposal(s) to be voted on.
Appendix B
Rating Categories
The following is a description of certain
ratings assigned by Standard & Poor (“S&P”), Moody’s and Fitch Ratings (“Fitch”).
S&P
An S&P issue credit rating
is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations or a specific financial program (including ratings on medium-term note programs and
commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion
reflects S&P’s view of the obligor’s capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event
of default.
Issue credit ratings can be
either long-term or short-term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days,
including commercial paper. Short-term ratings also are used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature,
in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings.
Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying
degrees, on S&P’s analysis of the following considerations:
•
|
likelihood
of payment;
|
•
|
capacity and
willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;
|
•
|
nature of
and provisions of the obligation, and the promise we impute;
|
•
|
protection
afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights.
|
Issue ratings are an assessment of default
risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such
differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
An obligation rated “AAA” has the
highest rating assigned by S&P. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.
An obligation rated “AA” differs
from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.
An obligation rated “A” is
somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still
strong.
An obligation rated
“BBB” exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
Obligations rated “BB,”
“B,” “CCC,” “CC” and “C” are regarded as having significant speculative characteristics. “BB” indicates the least degree of speculation and “C” the highest. While such
obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
An obligation rated “BB” is less
vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial
commitment on the obligation.
An
obligation rated “B” is more vulnerable to nonpayment than obligations rated “BB,” but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial or economic
conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.
An obligation rated “CCC” is
currently vulnerable to nonpayment, and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial or economic conditions,
the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
An obligation rated “CC” is
currently highly vulnerable to nonpayment. The “CC” rating is used when a default has not yet occurred, but S&P expects default to be a virtual certainty, regardless of the anticipated time to default.
An obligation rated “C” is
currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated higher.
An obligation rated “D” is in
default or in breach of an imputed promise. For non-hybrid capital instruments, the “D” rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within
five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of similar action
and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation’s rating is lowered to “D” if it is subject to a distressed exchange offer.
An “NR” indicates that no rating
has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular obligation as a matter of policy.
Note: The ratings from “AA” to
“CCC” may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
Short-Term Issue Credit Ratings
A short-term obligation rated
“A-1” is rated in the highest category by S&P. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates
that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
A short-term obligation rated
“A-2” is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the
obligation is satisfactory.
A short-term
obligation rated “A-3” exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the
obligation.
A short-term obligation
rated “B” is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the
obligor’s inadequate capacity to meet its financial commitments.
A short-term obligation rated “C”
is currently vulnerable to nonpayment and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation.
A short-term obligation rated “D”
is in default or in breach of an imputed promise. For non-hybrid capital instruments, the “D” rating category is used when payments on an obligation are not made on the date due unless S&P believes that such payments will be made
within any stated grace period. The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay
provisions. An obligation’s rating is lowered to “D” if it is subject to a distressed exchange offer.
Municipal Short-Term Note Ratings
Definitions
An S&P U.S. municipal
note rating reflects S&P’s opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will
most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, S&P analysis will review the following considerations:
•
|
amortization
schedule – the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and
|
•
|
source
of payment – the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.
|
Note rating symbols are as follows:
SP-1 Strong capacity to pay principal and
interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
SP-2 Satisfactory capacity to pay principal
and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3 Speculative capacity to pay principal and
interest.
Moody’s
Long-Term Obligation Ratings and
Definitions
Moody’s long-term
obligation ratings are opinions of the relative credit risk of financial income obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings reflect
both the likelihood of default and any financial loss suffered in the event of default.
Obligations rated “Aaa” are judged
to be of the highest quality, subject to the lowest level of credit risk.
Obligations rated “Aa” are judged
to be of high quality and are subject to very low credit risk.
Obligations rated “A” are judged
to be upper-medium grade and are subject to low credit risk.
Obligations rated “Baa” are judged
to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
Obligations rated “Ba” are judged
to be speculative and are subject to substantial credit risk.
Obligations rated “B” are
considered speculative and are subject to high credit risk.
Obligations rated “Caa” are judged
to be speculative of poor standing and are subject to very high credit risk.
Obligations rated “Ca” are highly
speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
Obligations rated “C” are the
lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Note: Moody’s appends numerical
modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking and the modifier 3
indicates a ranking in the lower end of that generic rating category. Additionally, a “(hyb)” indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance companies and securities firms.
Short-Term Ratings
Moody’s short-term ratings are opinions
of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen
months, unless explicitly noted.
Moody’s employs the following
designations to indicate the relative repayment ability of rated issuers:
P-1 Issuers (or supporting institutions) rated
Prime-1 have a superior ability to repay short-term debt obligations.
P-2 Issuers (or supporting institutions) rated
Prime-2 have a strong ability to repay short-term debt obligations.
P-3 Issuers (or supporting institutions) rated
Prime-3 have an acceptable ability to repay short-term debt obligations.
NP Issuers (or supporting institutions) rated
Not Prime do not fall within any of the Prime rating categories.
Fitch
Corporate Finance
Obligations—Long-Term Rating Scales
Ratings of individual securities or financial
obligations of a corporate issuer address relative vulnerability to default on an ordinal scale. In addition, for financial obligations in corporate finance, a measure of recovery given default on that liability also is included in the rating
assessment. This notably applies to covered bond ratings, which incorporate both an indication of the probability of default and of the recovery given a default of this debt instrument.
The relationship between issuer scale and
obligation scale assumes an historical average recovery of between 30%–50% on the senior, unsecured obligations of an issuer. As a result, individual obligations of entities, such as corporations, are assigned ratings higher, lower or the same
as that entity’s issuer rating.
AAA: Highest credit quality: “AAA”
ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA: Very high credit quality: “AA”
ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A: High credit quality: “A”
ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher
ratings.
BBB: Good credit quality:
“BBB” ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this
capacity.
BB: “BB” ratings
indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial
commitments.
B: Highly speculative:
“B” ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and
economic environment.
CCC: Substantial
credit risk: Default is a real possibility.
CC: Very high levels of credit risk: Default
of some kind appears probable.
C: Exceptionally high levels of credit risk:
Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a “C” category rating for an issuer include:
•
|
the issuer
has entered into a grace or cure period following non-payment of a material financial obligation;
|
•
|
the issuer
has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or
|
•
|
Fitch
otherwise believes a condition of “RD” or “D” to be imminent or inevitable, including through the formal announcement of a distressed debt exchange.
|
RD: Restricted default: “RD”
ratings indicate an issuer that in Fitch’s opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation
or other formal winding-up procedure, and which has not otherwise ceased operating. This would include:
•
|
the
selective payment default on a specific class or currency of debt;
|
•
|
the uncured
expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation;
|
•
|
the
extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or
|
•
|
execution
of a distressed debt exchange on one or more material financial obligations.
|
D: Default: “D” ratings indicate
an issuer that in Fitch’s opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business.
Default ratings are not assigned prospectively
to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a
default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange.
“Imminent” default typically
refers to the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during which it may cure the
payment default. Another alternative would be where an issuer has formally announced a distressed debt exchange, but the date of the exchange still lies several days or weeks in the immediate future.
In all cases, the assignment of a default
rating reflects the agency’s opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuer’s financial obligations or
local commercial practice.
Note: The
modifiers “+” or “-” may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the “AAA” obligation rating category, or to corporate finance obligation
ratings in the categories below “B.”
Structured, Project & Public Finance
Obligations—Long-Term Rating Scales
Ratings of structured finance, project finance
and public finance obligations on the long-term scale, including the financial obligations of sovereigns, consider the obligations’ relative vulnerability to default. These ratings are typically assigned to an individual security or tranche in
a transaction and not to an issuer.
AAA:
Highest credit quality: “AAA” ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely
affected by foreseeable events.
AA: Very
high credit quality: “AA” ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A: High credit quality: “A”
ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher
ratings.
BBB: Good credit quality:
“BBB” ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this
capacity.
BB: Speculative:
“BB” ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time.
B: Highly speculative: “B” ratings
indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic
environment.
CCC: Substantial credit
risk. Default is a real possibility.
CC:
Very high levels of credit risk. Default of some kind appears probable.
C: Exceptionally high levels of credit risk:
“C” indicates that default appears imminent or inevitable.
D: Default. Indicates a default. Default
generally is defined as one of the following:
•
|
failure to
make payment of principal and/or interest under the contractual terms of the rated obligation;
|
•
|
the
bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of the business of an issuer/obligor; or
|
•
|
the
distressed exchange of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation to avoid a probable payment default.
|
Short-Term Ratings Assigned to Issuers or
Obligations in Corporate, Public and Structured Finance
A short-term issuer or obligation rating is
based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-term ratings
are
assigned to obligations whose initial maturity is viewed as
“short-term” based on market convention. Typically, this means up to 13 months for corporate, sovereign and structured obligations, and up to 36 months for obligations in U.S. public finance markets.
Highest short-term credit quality:
“F1” indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.
Good short-term credit quality:
“F2” indicates good intrinsic capacity for timely payment of financial commitments.
Fair short-term credit quality:
“F3” indicates that the intrinsic capacity for timely payment of financial commitments is adequate.
Speculative short-term credit quality:
“B” indicates minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
High short-term default risk: “C”
indicates that default is a real possibility.
Restricted default: “RD” indicates
an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically, applicable to entity ratings only.
Default: “D” indicates a
broad-based default event for an entity, or the default of a short-term obligation.
PART C
OTHER INFORMATION
|
|
|
|
|
(a)
|
|
(i)
|
|
Articles of Incorporation(1)
|
|
|
|
|
|
(ii)
|
|
Articles Supplementary, dated March 31,
2017(2)
|
|
|
|
|
|
(iii)
|
|
Articles Supplementary, dated July 26,
2019(*)
|
|
|
(b)
|
|
By-laws(1)
|
|
|
(c)
|
|
The rights of security holders are defined in the Registrants Articles of Incorporation (Article FIFTH and Article SEVENTH) filed as Exhibit (a)(i) to this
Registration Statement and the Registrants By-Laws (Article II and Article VI) filed as Exhibit (b) to this Registration Statement.
|
|
|
|
(d)
|
|
(i)
|
|
Investment Advisory Agreement between the Fund and the Advisor(1)
|
|
|
(e)
|
|
Distribution Agreement
(*)
|
|
|
(f)
|
|
Not applicable
|
|
|
(g)
|
|
Form of Master Custodian
Agreement(1)
|
|
|
|
(h)
|
|
(i)
|
|
Administration Agreement between the Fund and the
Advisor(1)
|
|
|
|
|
|
(ii)
|
|
Form of Amended & Restated Administration Agreement between the Fund and the Advisor(3)
|
|
|
|
|
|
(iii)
|
|
Administration Agreement between the Fund and State Street Bank and Trust Company(1)
|
|
|
|
|
|
(iv)
|
|
Form of Transfer Agency and Service
Agreement(1)
|
|
|
|
|
|
(v)
|
|
Amended Shareholder Services
Plan(*)
|
|
|
|
|
|
(vi)
|
|
Amended Fee Waiver Agreement, dated July 31,
2019(*)
|
|
|
(i)
|
|
Opinion of Venable
LLP(2)
|
|
|
(j)
|
|
Consent of Independent Registered Public Accounting Firm(*)
|
|
|
(k)
|
|
Not applicable
|
|
|
(l)
|
|
Investment Representation
Letter(1)
|
|
|
(m)
|
|
Amended Distribution and Service
Plan(*)
|
|
|
(n)
|
|
Amended Multi-Class
Plan(*)
|
|
|
(p)
|
|
Code of Ethics, amended March
2018(4)
|
(1)
|
Incorporated by reference from Registrants Pre-Effective Amendment No. 2 to its Registration Statement on Form N-1A filed with the
Securities and Exchange Commission (the Commission) on November 20, 2015 (Accession No. 0001193125-15-383449).
|
(2)
|
Incorporated by reference from Registrants Post-Effective Amendment No. 4 to its Registration Statement on Form N-1A filed with the
Commission on March 31, 2017 (Accession No. 0001193125-17-106794).
|
C-1
(3)
|
Incorporated by reference from Registrants Post-Effective Amendment No. 6 to its Registration Statement on Form N-1A filed with the
Commission on August 28, 2017 (Accession No. 0001193125-17-270582).
|
(4)
|
Incorporated by reference from Registrants Post-Effective Amendment No. 8 to its Registration Statement on Form N-1A filed with the
Commission on August 28, 2018 (Accession No. 0001193125-18-260667).
|
C-2
ITEM 29.
|
|
PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
|
Not applicable.
It is the
Registrants policy to indemnify its directors, officers, employees and other agents to the maximum extent permitted by Section 2-418 of the General Corporation Law of the State of Maryland as set
forth in Article EIGHTH of Registrants Articles of Incorporation, filed as Exhibit (a) to Pre-Effective Amendment No. 2 to the Registrants Registration Statement filed on
November 20, 2015, and Article VIII, of the Registrants By-Laws, filed as Exhibit (b) to Pre-Effective Amendment No. 2 to the Registrants
Registration Statement filed on November 20, 2015. The liability of the Registrants directors and officers is dealt with in Article EIGHTH of Registrants Articles of Incorporation and Article VIII of the Registrants By-Laws. The liability of Cohen & Steers Capital Management, Inc., the Registrants investment advisor (the Advisor), for any loss suffered by the Registrant or its shareholders is set
forth in Section 5 of the Investment Advisory Agreement, filed as Exhibit (d) to Pre-Effective Amendment No. 2 to the Registrants Registration Statement filed on November 20, 2015.
The liability of Cohen & Steers Capital Management, Inc., the Registrants administrator, for any loss suffered by the Registrant or its shareholders is set forth in Section 6 of the Administration Agreement, filed as Exhibit
(h)(ii) to Post-Effective Amendment No. 6 to the Registrants Registration Statement filed on August 28, 2017. The liability of Cohen & Steers Securities, LLC, the Registrants distributor, for any loss suffered by the
Registrant or its shareholders is set forth in Section 13 of the Distribution Agreement, filed herein.
Insofar as
indemnification for liabilities under the Securities Act of 1933 may be permitted to the directors and officers, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in such Act and is therefore unenforceable. If a claim for indemnification against such liabilities under the Securities Act of 1933 (other than for expenses incurred in a successful defense) is asserted against the Registrant by
the directors or officers in connection with the Registrants shares, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.
ITEM 31.
|
|
BUSINESS AND OTHER CONNECTION OF INVESTMENT ADVISOR
|
This information is set forth under the caption Management of the Fund in the Prospectus and in the Statement of Additional Information constituting Parts A and B, respectively, of this
Registration Statement.
The following is a list of the directors and officers of the Advisor. Unless otherwise indicated,
none of the persons listed below has had other business connections of a substantial nature during the past two fiscal years other than as stated in the Prospectus forming Part A of this Registration Statement or in response to Item 32(b) below.
C-3
|
|
|
|
|
Name
|
|
Title
|
|
Other Business/Position
Held/Dates
|
|
|
|
Robert H. Steers
|
|
Chief Executive Officer, Director
|
|
*
|
|
|
|
Joseph M. Harvey
|
|
President
|
|
*
|
|
|
|
Adam M. Derechin
|
|
Executive Vice President and Chief Operating Officer
|
|
*
|
|
|
|
Matthew S. Stadler
|
|
Executive Vice President and Chief Financial Officer
|
|
*
|
|
|
|
Francis C. Poli
|
|
Executive Vice President, General Counsel
|
|
Quantum Sphere, Inc., Board of Directors, 2006 January 2017
|
|
|
|
Douglas R. Bond
|
|
Executive Vice President
|
|
*
|
|
|
|
Stephen Dunn
|
|
Executive Vice President
|
|
*
|
|
|
|
Jon Cheigh
|
|
Executive Vice President
|
|
*
|
|
|
|
Thomas Bohjalian
|
|
Executive Vice President
|
|
*
|
|
|
|
Todd Glickson
|
|
Executive Vice President
|
|
*
|
|
|
|
William F. Scapell
|
|
Executive Vice President, Director of Fixed-Income Investments
|
|
*
|
|
|
|
James Giallanza
|
|
Executive Vice President
|
|
*
|
|
|
|
Michele Nolty
|
|
Executive Vice President
|
|
*
|
|
|
|
David Edlin
|
|
Executive Vice President
|
|
*
|
|
|
|
Lisa Phelan
|
|
Executive Vice President and Director of Compliance
|
|
*
|
|
|
|
Gerios Rovers
|
|
Executive Director
|
|
*
|
|
|
|
Benjamin Morton
|
|
Executive Vice President
|
|
*
|
|
|
|
Matthew Pace
|
|
Executive Vice President
|
|
*
|
|
|
|
Robert Becker
|
|
Senior Vice President
|
|
*
|
|
|
|
Erin Berry
|
|
Senior Vice President
|
|
*
|
|
|
|
Vincent Childers
|
|
Senior Vice President
|
|
*
|
|
|
|
Leonard Geiger
|
|
Senior Vice President
|
|
*
|
|
|
|
Marc Haynes
|
|
Senior Vice President
|
|
*
|
|
|
|
Takeshi Itai
|
|
Senior Vice President
|
|
*
|
|
|
|
William Leung
|
|
Senior Vice President
|
|
*
|
|
|
|
Daniel Longmuir
|
|
Senior Vice President
|
|
*
|
|
|
|
Christopher Parliman
|
|
Senior Vice President
|
|
*
|
|
|
|
Mark Smith-Lyons
|
|
Senior Vice President
|
|
*
|
|
|
|
Yigal Jhirad
|
|
Senior Vice President
|
|
*
|
|
|
|
Christopher Henderson
|
|
Senior Vice President
|
|
*
|
|
|
|
James McAdams
|
|
Senior Vice President
|
|
*
|
|
|
|
Nicholas Koutsoftas
|
|
Senior Vice President
|
|
*
|
|
|
|
Elena Dulik
|
|
Senior Vice President
|
|
*
|
|
|
|
Benjamin Ross
|
|
Senior Vice President
|
|
*
|
|
|
|
Rogier Quirijns
|
|
Senior Vice President
|
|
*
|
|
|
|
Michael Penn
|
|
Senior Vice President
|
|
*
|
|
|
|
Martha Shapiro
|
|
Senior Vice President
|
|
*
|
|
|
|
Adam Johnson
|
|
Senior Vice President
|
|
*
|
|
|
|
Matthew Karcic
|
|
Senior Vice President
|
|
*
|
|
|
|
Deborah Benzel
|
|
Senior Vice President
|
|
*
|
|
|
|
Kim Spellman
|
|
Senior Vice President
|
|
*
|
|
|
|
Elaine Zaharis-Nikas
|
|
Senior Vice President
|
|
*
|
C-4
|
|
|
|
|
Name
|
|
Title
|
|
Other Business/Position
Held/Dates
|
|
|
|
Jason Yablon
|
|
Senior Vice President
|
|
*
|
|
|
|
Anton Chan
|
|
Senior Vice President
|
|
*
|
|
|
|
Charles Wenzel
|
|
Senior Vice President
|
|
*
|
|
|
|
Stephen Kenneally
|
|
Senior Vice President, Executive Director
|
|
*
|
|
|
|
Michelle Butler
|
|
Senior Vice President
|
|
*
|
|
|
|
Neil Bloom
|
|
Senior Vice President
|
|
*
|
|
|
|
Michael Loftus
|
|
Senior Vice President
|
|
*
|
|
|
|
Kevin Lotti
|
|
Senior Vice President
|
|
*
|
|
|
|
Ronald Pucillo
|
|
Senior Vice President
|
|
*
|
|
|
|
Ted Valenti
|
|
Senior Vice President
|
|
*
|
|
|
|
Emily Conte
|
|
Senior Vice President
|
|
*
|
|
|
|
William Alstrin
|
|
Senior Vice President
|
|
*
|
|
|
|
Brian Meta
|
|
Senior Vice President
|
|
*
|
|
|
|
Christopher Rhine
|
|
Senior Vice President
|
|
*
|
|
|
|
Amy Duling
|
|
Senior Vice President
|
|
*
|
|
|
|
James Cahill
|
|
Senior Vice President
|
|
*
|
|
|
|
Brian Cordes
|
|
Senior Vice President
|
|
*
|
|
|
|
Michael Gutch
|
|
Senior Vice President
|
|
*
|
|
|
|
Dennis Rothe
|
|
Senior Vice President
|
|
*
|
|
|
|
Austin Fagan
|
|
Senior Vice President
|
|
*
|
|
|
|
Christopher Barrett
|
|
Senior Vice President
|
|
*
|
|
|
|
Evan Serton
|
|
Senior Vice President
|
|
*
|
|
|
|
Pascal Van Garderen
|
|
Senior Vice President
|
|
*
|
|
|
|
Adam Collins
|
|
Senior Vice President
|
|
*
|
|
|
|
Mary Ruth Newman
|
|
Senior Vice President
|
|
*
|
|
|
|
Jeffrey Nye
|
|
Senior Vice President
|
|
*
|
|
|
|
Andrew Humble
|
|
Senior Vice President
|
|
*
|
|
|
|
Ken Nomakuchi
|
|
Senior Vice President
|
|
*
|
|
|
|
Mary Humphrey
|
|
Senior Vice President
|
|
*
|
|
|
|
Jason Johnson
|
|
Senior Vice President
|
|
*
|
|
|
|
Michael Nolan
|
|
Senior Vice President
|
|
*
|
|
|
|
Alexander Sharfran
|
|
Senior Vice President
|
|
*
|
|
|
|
Jason Williams
|
|
Senior Vice President
|
|
*
|
|
|
|
Laurel Durkay
|
|
Senior Vice President
|
|
*
|
|
|
|
Robert Demert
|
|
Senior Vice President
|
|
*
|
|
|
|
Tyler Rosenlicht
|
|
Senior Vice President
|
|
*
|
|
|
|
James Shields
|
|
Senior Vice President
|
|
*
|
|
|
|
Dana DeVivo
|
|
Senior Vice President
|
|
*
|
|
|
|
Albert Laskaj
|
|
Senior Vice President
|
|
*
|
|
|
|
Michael Graveline
|
|
Senior Vice President
|
|
*
|
|
|
|
Matthew Kirschner
|
|
Senior Vice President
|
|
*
|
|
|
|
Jerome Dorost
|
|
Senior Vice President
|
|
*
|
|
|
|
Brian Heller
|
|
Senior Vice President
|
|
|
|
|
|
Michael Hart
|
|
Vice President
|
|
*
|
|
|
|
Humberto Medina
|
|
Vice President
|
|
*
|
|
|
|
William Formosa
|
|
Vice President
|
|
*
|
|
|
|
Kevin Rochefort
|
|
Vice President
|
|
*
|
|
|
|
Janine Seto-Moy
|
|
Vice President
|
|
*
|
|
|
|
Robert Kastoff
|
|
Vice President
|
|
*
|
C-5
|
|
|
|
|
Name
|
|
Title
|
|
Other Business/Position
Held/Dates
|
|
|
|
Leon Ko
|
|
Vice President
|
|
*
|
|
|
|
Steve Lam
|
|
Vice President
|
|
*
|
|
|
|
Michael McGarry
|
|
Vice President
|
|
*
|
|
|
|
Sharanya Mitchell
|
|
Vice President
|
|
*
|
|
|
|
Stephen Quan
|
|
Vice President
|
|
*
|
|
|
|
Michael Schell
|
|
Vice President
|
|
*
|
|
|
|
Joseph Handelman
|
|
Vice President
|
|
*
|
|
|
|
Ryan McLean
|
|
Vice President
|
|
*
|
|
|
|
Danielle Brown
|
|
Vice President
|
|
*
|
|
|
|
Margaret Mo
|
|
Vice President
|
|
*
|
|
|
|
Kathleen Craig
|
|
Vice President
|
|
*
|
|
|
|
Christopher Gasta
|
|
Vice President
|
|
*
|
|
|
|
Jacob Hagerty
|
|
Vice President
|
|
*
|
|
|
|
Elizabeth Heisler
|
|
Vice President
|
|
*
|
|
|
|
Ryan Johann
|
|
Vice President
|
|
*
|
|
|
|
Brandon Brown
|
|
Vice President
|
|
*
|
|
|
|
Kristen Choi
|
|
Vice President
|
|
*
|
|
|
|
Quynh Dang
|
|
Vice President
|
|
*
|
|
|
|
Dane Garrood
|
|
Vice President
|
|
*
|
|
|
|
Matthew McAvoy
|
|
Vice President
|
|
*
|
|
|
|
Damien Porras
|
|
Vice President
|
|
*
|
|
|
|
Yue Zhang
|
|
Vice President
|
|
*
|
|
|
|
William Cheng
|
|
Vice President
|
|
*
|
|
|
|
John Murphy
|
|
Vice President
|
|
*
|
|
|
|
Jonathan Beshel
|
|
Vice President
|
|
*
|
|
|
|
Lorraine Tutovic
|
|
Vice President
|
|
*
|
|
|
|
Masami Kim
|
|
Vice President
|
|
*
|
|
|
|
Mark Blake
|
|
Vice President
|
|
*
|
|
|
|
Jonathan Brailey
|
|
Vice President
|
|
*
|
|
|
|
Keith Caswell
|
|
Vice President
|
|
*
|
|
|
|
Colleen Cleary
|
|
Vice President
|
|
*
|
|
|
|
Grace Ding
|
|
Vice President
|
|
*
|
|
|
|
Daniel Hafford
|
|
Vice President
|
|
*
|
|
|
|
Raquel McLean
|
|
Vice President
|
|
*
|
|
|
|
Jarrett Mellman
|
|
Vice President
|
|
*
|
|
|
|
Bradley Sanderson
|
|
Vice President
|
|
*
|
|
|
|
Daniel Tyshovnytsky
|
|
Vice President
|
|
*
|
|
|
|
Jason Vinikoor
|
|
Vice President
|
|
*
|
|
|
|
Christian Rusu
|
|
Vice President
|
|
*
|
|
|
|
David Fossella
|
|
Vice President
|
|
*
|
|
|
|
Wincheng Lin
|
|
Vice President
|
|
*
|
|
|
|
Marcel Miu
|
|
Vice President
|
|
*
|
|
|
|
David Moonasar
|
|
Vice President
|
|
*
|
|
|
|
Israel Mordowitz
|
|
Vice President
|
|
*
|
|
|
|
Kendra Noonan
|
|
Vice President
|
|
*
|
|
|
|
Brian Casey
|
|
Vice President
|
|
*
|
|
|
|
Jessen Fahey
|
|
Vice President
|
|
*
|
|
|
|
Steven Grise
|
|
Vice President
|
|
*
|
|
|
|
Kelly Lam
|
|
Vice President
|
|
*
|
|
|
|
Bernie Menachery
|
|
Vice President
|
|
*
|
C-6
|
|
|
|
|
Name
|
|
Title
|
|
Other Business/Position
Held/Dates
|
|
|
|
Michele Meyer
|
|
Vice President
|
|
*
|
|
|
|
Diana Noto
|
|
Vice President
|
|
*
|
|
|
|
Alec Overby
|
|
Vice President
|
|
*
|
|
|
|
Saagar Parikh
|
|
Vice President
|
|
*
|
|
|
|
Anthony Puma
|
|
Vice President
|
|
*
|
|
|
|
Hideya Sakai
|
|
Vice President
|
|
*
|
|
|
|
Arun Sharma
|
|
Vice President
|
|
*
|
|
|
|
Christina Smith
|
|
Vice President
|
|
*
|
|
|
|
Sarah Guinta
|
|
Vice President
|
|
*
|
|
|
|
Brendan Walters
|
|
Vice President
|
|
*
|
|
|
|
Jan Willem Van Kranenburg
|
|
Vice President
|
|
*
|
|
|
|
Michiru Wisely
|
|
Vice President
|
|
*
|
|
|
|
Dany Smith
|
|
Vice President
|
|
*
|
|
|
|
Regina Vaitzman
|
|
Vice President
|
|
*
|
|
|
|
Myra Mercado
|
|
Vice President
|
|
*
|
|
|
|
Matthew Darwin
|
|
Vice President
|
|
*
|
|
|
|
Siyu Dong
|
|
Vice President
|
|
*
|
|
|
|
Jiyang Zhang
|
|
Vice President
|
|
*
|
|
|
|
Susan Barberi
|
|
Vice President
|
|
*
|
|
|
|
Boris Royzen
|
|
Vice President
|
|
*
|
|
|
|
Natalie Hedlund
|
|
Vice President
|
|
*
|
|
|
|
Daniel Landers
|
|
Vice President
|
|
*
|
|
|
|
Stephen Murphy
|
|
Senior Vice President
|
|
*
|
|
|
|
Christopher Nelson
|
|
Vice President
|
|
*
|
|
|
|
Paul Zettl
|
|
Senior Vice President
|
|
*
|
ITEM 32.
|
|
PRINCIPAL UNDERWRITERS
|
(a)
Cohen & Steers Securities, LLC. is the principal underwriter for the Registrant. The names of each investment company (in addition to the Registrant) for which Cohen & Steers Securities, LLC acts as principal underwriter are:
Cohen & Steers Institutional Realty Shares, Inc.
Cohen & Steers International Realty Fund, Inc.
Cohen & Steers Global Realty Shares, Inc.
Cohen & Steers Real Assets Fund, Inc.
Cohen & Steers Real Estate Securities Fund, Inc.
Cohen & Steers Realty Shares, Inc.
Cohen & Steers Global Infrastructure Fund, Inc.
Cohen & Steers MLP & Energy Opportunity Fund, Inc.
Cohen & Steers Alternative Income Fund, Inc.
Cohen & Steers Preferred Securities and Income Fund, Inc.
Cohen & Steers Preferred Securities and Income SMA Shares, Inc.
C-7
(b) The following are directors and officers of Cohen & Steers Securities, LLC. The
principal address of these persons is 280 Park Avenue, New York, NY 10017.
|
|
|
|
|
Name
|
|
Position and Offices with
Distributor
|
|
Position and Offices with
Registrant
|
|
|
|
Robert H. Steers
|
|
Vice President
|
|
Chairman and Director
|
|
|
|
Joseph M. Harvey
|
|
None
|
|
Director
|
|
|
|
Adam M. Derechin
|
|
Vice President
|
|
President and Chief Executive Officer
|
|
|
|
Francis C. Poli
|
|
President and Chief Legal Officer
|
|
Assistant Secretary
|
|
|
|
Stephen Dunn
|
|
Vice President
|
|
None
|
|
|
|
David Edlin
|
|
Vice President
|
|
None
|
|
|
|
Dana A. DeVivo
|
|
Secretary
|
|
Secretary and Chief Legal Officer
|
|
|
|
Adam Johnson
|
|
Assistant Secretary
|
|
None
|
|
|
|
Matthew Stadler
|
|
Chief Financial Officer and Treasurer
|
|
None
|
|
|
|
James McAdams
|
|
Assistant Treasurer
|
|
None
|
|
|
|
Lisa D. Phelan
|
|
Vice President
|
|
Chief Compliance Officer
|
(c) Not applicable.
ITEM 33.
|
|
LOCATION OF ACCOUNTS AND RECORDS
|
The majority of the accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of
1940, as amended, and the rules thereunder will be maintained as follows: journals, ledgers, securities records and other original records will be maintained principally at the offices of the Registrants
Sub-Administrator and Custodian, State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111. All other records so required to be maintained will be maintained at the offices of Cohen &
Steers Capital Management, Inc., 280 Park Avenue, New York, NY 10017.
ITEM 34.
|
|
MANAGEMENT SERVICES
|
Not
applicable.
Not applicable.
C-8
SIGNATURES
Pursuant to the requirements of the Securities Act and the 1940 Act, the Registrant certifies that it meets all the requirements for
effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of
New York, on the 28th day of August, 2019.
|
|
|
COHEN & STEERS LOW DURATION PREFERRED AND INCOME FUND, INC.
|
|
|
By:
|
|
/S/ ADAM M. DERECHIN
|
|
|
Adam M. Derechin
|
|
|
President and CEO
|
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
By:
|
|
/S/ ADAM M.
DERECHIN
|
|
President and Chief Executive Officer
|
|
August 28, 2019
|
|
|
(ADAM M. DERECHIN)
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
By:
|
|
/S/ JAMES
GIALLANZA
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
August 28, 2019
|
|
|
(JAMES GIALLANZA)
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Chairman and Director
|
|
August 28, 2019
|
|
|
(ROBERT H. STEERS)
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August 28, 2019
|
|
|
(JOSEPH M. HARVEY)
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August 28, 2019
|
|
|
(MICHAEL G. CLARK)
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August 28, 2019
|
|
|
(DEAN A. JUNKANS)
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August 28, 2019
|
|
|
(GEORGE GROSSMAN)
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August 28, 2019
|
|
|
(GERALD J. MAGINNIS)
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August 28, 2019
|
|
|
(JANE F. MAGPIONG)
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August 28, 2019
|
|
|
(DAPHNE L. RICHARDS)
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August 28, 2019
|
|
|
(C. EDWARD WARD, JR.)
|
|
|
|
|
|
|
|
|
*By:
|
|
/S/ DANA A.
DEVIVO
|
|
|
|
August 28, 2019
|
|
|
Dana A. DeVivo
|
|
|
|
|
|
|
ATTORNEY-IN-FACT
|
|
|
|
|
Exhibit (a)(iii)
COHEN & STEERS LOW DURATION PREFERRED AND INCOME FUND, INC.
ARTICLES SUPPLEMENTARY
Cohen & Steers Low Duration Preferred and Income Fund, Inc., a Maryland corporation (the Corporation) registered as an open-end management
investment company under the Investment Company Act of 1940, as amended, hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The two hundred million (200,000,000) shares of common stock, par value one-tenth of one cent ($.001) per share (the Common Stock), classified as
Class T Common Stock, that the Corporation has authority to issue are hereby reclassified as additional shares of Class I Common Stock, having the preferences, conversion and other rights, voting powers, restrictions, limitations as to
dividends and other distributions, qualifications and terms and conditions of redemption of such class of Common Stock as set forth in the charter of the Corporation.
SECOND: Immediately before the reclassification of shares as set forth in Article FIRST hereof, the Corporation was authorized to issue one billion four hundred million (1,400,000,000) shares of stock,
all of which are shares of Common Stock, par value one-tenth of one cent ($.001) per share, having an aggregate par value of one million four hundred thousand dollars ($1,400,000), classified in seven classes
as follows.
|
|
|
|
|
CLASS
|
|
SHARES
|
|
Class A Common Stock
|
|
|
200,000,000
|
|
Class C Common Stock
|
|
|
200,000,000
|
|
Class F Common Stock
|
|
|
200,000,000
|
|
Class I Common Stock
|
|
|
200,000,000
|
|
Class R Common Stock
|
|
|
200,000,000
|
|
Class T Common Stock
|
|
|
200,000,000
|
|
Class Z Common Stock
|
|
|
200,000,000
|
|
THIRD: As hereby reclassified, the total number of shares of stock which the Corporation has authority to
issue is one billion four hundred million (1,400,000,000) shares of stock, all of which are shares of Common Stock, par value one-tenth of one cent ($.001) per share, having an aggregate par value of one
million four hundred thousand dollars ($1,400,000), classified in six classes as follows:
|
|
|
|
|
CLASS
|
|
SHARES
|
|
Class A Common Stock
|
|
|
200,000,000
|
|
Class C Common Stock
|
|
|
200,000,000
|
|
Class F Common Stock
|
|
|
200,000,000
|
|
Class I Common Stock
|
|
|
400,000,000
|
|
Class R Common Stock
|
|
|
200,000,000
|
|
Class Z Common Stock
|
|
|
200,000,000
|
|
FOURTH: The Board of Directors of the Corporation reclassified the shares of Class T Common Stock
under the authority contained in the charter of the Corporation.
FIFTH: These Articles Supplementary have been approved by
the Board of Directors in the manner and by the vote required by law. These Articles Supplementary do not increase the total number of authorized shares of stock of the Corporation.
SIXTH: The undersigned officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation
and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is
made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
-2-
IN WITNESS WHEREOF, Cohen & Steers Low Duration Preferred and Income Fund,
Inc. has caused these Articles Supplementary to be signed in its name and on its behalf by its President and witnessed by its Secretary as of July 26, 2019.
|
|
|
|
|
|
|
|
|
WITNESS:
|
|
|
|
COHEN & STEERS LOW DURATION PREFERRED AND INCOME FUND, INC.
|
|
|
|
|
|
By:
|
|
/s/ Dana A. DeVivo
|
|
|
|
By:
|
|
/s/ Adam M. Derechin
|
|
|
Dana A. DeVivo
|
|
|
|
|
|
Adam M. Derechin
|
|
|
Secretary and Chief Legal Officer
|
|
|
|
|
|
President and Chief Executive Officer
|
-3-
Exhibit (e)
COHEN & STEERS LOW DURATION PREFERRED AND INCOME FUND, INC.
280 Park
Avenue
New York, New York 10017
June 11, 2019
Cohen & Steers Securities, LLC
280 Park Avenue
New York, New York 10017
Dear Sirs:
Cohen & Steers Low Duration Preferred and Income Fund, Inc., a Maryland corporation (the Company), is engaged in the
business of an investment company. The Companys Board of Directors has selected you to act as principal underwriter (as such term is defined in Section 2(a)(29) of the Investment Company Act of 1940 (the 1940 Act)), of each
class of the Companys Common Stock (the Shares), and you are willing to act as principal underwriter and to perform the duties and functions of principal underwriter in the manner and on the conditions hereinafter set forth.
Accordingly, the Company hereby agrees with you as follows:
1. Copies of Corporate Documents. The Company will furnish
you promptly with copies of any registration statements filed by it with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the 1940 Act, as amended, together with any financial statements and exhibits included
therein, and all amendments or supplements thereto hereafter filed.
2. Registration and Sale of Additional Shares. The
Company shall register under the Securities Act of 1933, as amended, an unlimited number of Shares and shall, from time to time as may be necessary, increase the number of Shares that it is authorized under Maryland law to issue. This Agreement
relates to the issue and sale of Shares that
are duly authorized, registered and available for sale by the Company, including repurchased and redeemed Shares if and to the extent that they may be legally sold and if, but only if, the
Company sees fit to sell them. You and the Company will cooperate in taking such action as may be necessary from time to time to qualify Shares for sale in any state mutually agreeable to you and the Company, and to maintain such qualification,
provided that such Shares are duly registered under the Securities Act of 1933, as amended.
3. Solicitation of Orders.
You will use your best efforts (but only in states in which you may lawfully do so) to obtain from investors orders for Shares authorized for issue by the Company and registered under the Securities Act of 1933, as amended, provided that you may in
your discretion refuse to accept orders for Shares from any particular applicant. You may, as agent for the Company, solicit dealers and other financial intermediaries for orders to purchase Shares and may enter into selling agreements to be as
mutually agreed upon, from time to time, by you and the Company.
4. Sale of Shares. Subject to the provisions of
paragraph 5 hereof and to such minimum purchase requirements as may from time to time be currently indicated in the Companys Prospectus (as hereinafter defined), you are authorized to sell as agent on behalf of the Company authorized and
unissued Shares registered under the Securities Act of 1933, as amended. Such sales may be made by you on behalf of the Company by accepting orders to such Shares placed with you by investors. The sales price of such Shares shall be the public
offering price as defined in paragraph 6 hereof. All orders through you shall be subject to acceptance and confirmation by the Company. The Company reserves the right to sell its Shares to purchasers to the extent that the Company or its transfer
agent receives such purchase requests.
2
5. Sale of Shares to Investors. Any right granted to you to accept orders for Shares
or make sales on behalf of the Company will not apply to Shares issued in connection with the merger or consolidation of any other investment company with the Company or its acquisition, by purchase or otherwise, of all or substantially all the
assets of any investment company or substantially all the outstanding shares of any such company, and such right shall not apply to Shares that may be offered by the Company to shareholders by virtue of their being shareholders of the Company,
including Shares issued in payment of any dividend or distribution by the Company.
6. Public Offering Price. All
Shares sold to investors by you as agent for the Company will be sold at the public offering price in effect at the time of such sale, as described in the Companys then-current Prospectus and Statement of Additional Information (together,
Prospectus). The public offering price for all accepted orders will be the net asset value per Share next computed after receipt of such an order, plus any applicable sales charge adjusted to the nearest full cent, as may from time to
time be currently indicated in the Companys Prospectus with respect to such order net asset value per Share shall be computed in the manner provided in the Companys then-current Prospectus. The time of receipt of such an order to
purchase (or redeem) Shares shall be the time of its receipt by you or by a dealer appointed by you as agent for the purpose of accepting transaction orders.
3
7. Underwriting Discount. The Company shall receive from you the applicable net asset
value on all orders for sales of Shares accepted by you as agent of the Company if the net sale price thereof has been deemed, in accordance with the Companys Articles of Incorporation, to be an asset of the Company in connection with a
computation of net asset value for the sale of any other Shares or the purchase or redemption of any Shares. You shall be entitled to retain so much of the difference between the public offering price and the applicable net asset value of any
applicable share class as is not reallowed by you as a discount to dealers.
8. Notice of Sale; Delivery of Payments.
You will promptly notify the Companys transfer agent of any orders for sales of Shares accepted by you, and you will deliver to the Companys transfer agent all payments pursuant to orders for sales accepted by you no later than the first
business day following the receipt by you in your home office of such payments, and, unless payment is not required under paragraph 7, in no event later than seven days after the receipt by you of such order, or, in case an extension of time is
granted by the Financial Industry Regulatory Authority, Inc. (FINRA), to the dealer submitting the order, in no event later than the expiration of such extension of time.
9. Purchase of Shares. You are authorized to purchase, as agent on behalf of the Company, Shares from record holders thereof. Such
purchases may be made by you on behalf of the Company by accepting orders placed with you by such holders. The purchase price per Share for all accepted orders will be the net asset value per Share next computed after receipt of such an order, in
the manner provided in the Companys Articles of Incorporation, as now in effect or as it may be amended, less any applicable CDSC or redemption charge. The time of receipt of such an order shall be the time of its receipt by you or by a dealer
selected by you, as provided in paragraph 3, if transmitted on the day of receipt by such dealer to the Companys transfer agent prior to the close of
4
its business on that day. You will promptly notify the Companys transfer agent of any such order accepted by you and will, if the Shares subject to such order have been deemed to be no
longer outstanding in connection with a computation of net asset value for the sale of any Shares by the Company or the purchase or redemption of any Shares by it, deliver to such agent a proper request for purchase of such Shares by the Company and
any stock certificates for such Shares not later than the first business day following the receipt by you in your home office of such request and certificates, and in no event later than seven days after the receipt by you of such order.
10. Suspension of Sales and Redemptions. If and whenever the determination of asset value is suspended pursuant to the
Companys Articles of Incorporation, and such suspension has become effective, until such suspension is terminated, no further orders for the sale or redemption of Shares shall be accepted by you except such orders placed with you before you
had knowledge of the suspension. In addition, the Company reserves the right to suspend sales and redemptions and your authority to accept orders for sales and redemptions of Shares on behalf of the Company if, in the judgment of a majority of its
Board of Directors or a majority of the Executive Committee of its Board of Directors, if such Committee exists, it is in the best interests of the Company to do so, such suspension to continue for such period as may be determined by such majority.
and in that event, no Shares will be sold or redeemed by the Company or by you on behalf of the Company while such suspension remains in effect except for Shares necessary to cover orders accepted by you before you had knowledge of the suspension.
Further, no Shares shall be sold through you or by the Company and no orders for the redemption of Shares shall be confirmed or accepted by the Company if and as long as the effectiveness
5
of the Companys Registration Statement shall be suspended under any of the provisions of the 1933 Act or the 1940 Act. The Company will notify you promptly of any such suspension of the
determination of net asset value or of any such suspension of sales and redemptions of Shares.
11. Expenses. You shall
have no responsibility for payment of any fees and expenses in connection with the preparation and filing of any registration statement (including the prospectus or statement of additional information) or any amendments or supplements thereto under
the Securities Act of 1933, as amended, covering the issue and sale of the Companys Shares and in connection with the qualification of such Shares for sale in the various states and countries in which the Company shall determine it advisable
to qualify such Shares for sale, the costs of all stock certificates, the fees and expenses of the Companys transfer agent or registrar, or any issue taxes. You will pay all expenses of printing prospectuses and other sales literature (except
copies of prospectuses and other sales literature which may from time to time be sent to existing shareholders of the Fund and except as may otherwise be provided pursuant to a plan of distribution, if any, adopted by the Company pursuant to Rule 12b-l under the 1940 Act), all fees and expenses in connection with your qualification as a dealer in the various states and countries, and all other expenses in connection with the sale and offering for sale of the
Shares of the Company which are not payable by the Company pursuant to the provisions of this paragraph 11.
12. Conformity
with Law. You agree that in providing services pursuant to this Agreement you will duly conform in all respects with the laws of the United States and any state or country in which such Shares may be offered for sale by you pursuant to this
Agreement.
6
13. Indemnification. You agree to indemnify and hold harmless the Company and each of
its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act of 1933, as amended, against any and all losses, claims, damages, liabilities or litigation expenses (including
legal and other expenses) to which the Company or such directors, officers or controlling person may become subject under such Act, under any other statute, at common law or otherwise, arising out of the acquisition of any Shares by any person or
the sale of any Shares by any person to the Company through you which (i) may be based upon any wrongful act by you or any of your employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of
a material fact contained in a registration statement or prospectus covering Shares of the Company or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading if such statement or omission was made in reliance upon information furnished or confirmed in writing to the Company by you, provided, however, that in no case is your indemnity in favor of a
director or officer or any other person deemed to protect such director or officer or other person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the
performance of his duties or by reason of his reckless disregard of obligations and duties under this Agreement.
7
The Company agrees to indemnify and hold harmless you and each of your directors and
officers and each person, if any, who controls you within the meaning of Section 15 of the Securities Act of 1933, as amended, against any and all losses, claims, damages, liabilities or litigation expenses (including legal and other expenses)
to which you or such directors, officers or controlling person may become subject under such Act, under any other statute, at common law or otherwise, arising out of the acquisition of any Shares by any person or the sale of any Shares by any person
to the Company through you which (i) may be based upon any wrongful act by the Company or any of its employees or representatives, or (ii) except as described in clause (ii) of the preceding paragraph, may be based upon any untrue
statement or alleged untrue statement or a material fact contained in a registration statement or prospectus covering Shares of the Company or any amendment thereof or supplement thereto or omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading, provided, however, that in no case is the Companys indemnity in favor of a director or officer or any other person deemed to protect such director
or officer or other person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his duties or by reason of his reckless disregard of
obligations and duties under this Agreement. You hereby waive any rights to indemnification concerning your obligations and duties hereunder to which you might be entitled under the Companys By-Laws.
You are not authorized to give any information or to make any representations on behalf of the Company in connection with the
sale or redemption of Shares of the Company other than the information and representations contained in a registration statement or prospectus covering Shares of the Company, as such registration statement and prospectus may be amended or
supplemented from time to time.
8
14. Duration and Termination of this Agreement. This Agreement shall remain in force
until June 30, 2019 and from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the Board of Directors of the Company or by vote of a majority of the outstanding voting securities of the
Company. In addition, the Company may not renew or perform this Agreement unless the terms thereof and any renewal thereof have been approved by the vote of a majority of directors of the Company who are not interested persons of you or of the
Company, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may, on 60 days written notice, be terminated at any time without the payment of any penalty, by the Board of Directors of the Company, by
vote of a majority of the outstanding voting securities of the Company, or by you. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this paragraph 14, the definitions contained in
Section 2(a) of the 1940 Act and Rules thereunder (particularly the definitions of interested person, assignment, voting security and vote of a majority of the outstanding voting securities) and
related interpretations shall be applied.
15. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver discharge or termination is sought. If the Company should at any time deem it necessary or
advisable in the best interests of the Company that any amendment of this Agreement be made in order to comply with the recommendations or requirements of the Securities and
9
Exchange Commission or other governmental authority or to obtain any advantage under state or federal tax laws and should notify you of the form of such amendment, and the reasons therefor, and
if you should decline to agree to such amendment, the Company may terminate this Agreement forthwith. If you should at any time request that a change be made in the Companys Articles of Incorporation or
By-Laws, or in its methods of doing business, in order to comply with any requirements of federal law or regulations of the Securities and Exchange Commission or of a national securities association of which
you are or may be a member, relating to the sale of Shares of the Company, and the Company should not make such necessary change within a reasonable time, you may terminate this Agreement.
16. Choice of Law. This Agreement shall be construed in accordance with the laws of the State of New York, provided that nothing
herein shall be construed in a manner inconsistent with the 1933 Act or the 1940 Act.
17. Miscellaneous. The captions
in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
10
If you are in agreement with the foregoing, please sign below to indicate your acceptance
and return to the Company the enclosed copy hereof.
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Yours very truly,
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COHEN & STEERS LOW DURATION PREFERRED AND INCOME FUND, INC.
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By:
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/s/ Adam M. Derechin
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Name:
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Adam M. Derechin
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Title:
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President and Chief Executive Officer
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The foregoing Agreement is hereby accepted as of the date hereof.
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COHEN & STEERS SECURITIES, LLC
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By.
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/s/ Francis C. Poli
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Name:
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Francis C. Poli
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Title:
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President
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Exhibit (h)(v)
AMENDED SHAREHOLDER SERVICES PLAN (CLASS I SHARES)
Cohen &
Steers Low Duration Preferred and Income Fund
The above-captioned investment company (the Fund) adopts this Shareholder
Services Plan (the Plan) pursuant to which the Fund pays Cohen & Steers Securities, LLC, the Funds distributor (the Distributor), a percentage of the average daily net assets of Class I shares, as may be
modified from time to time, for shareholder account service and maintenance (Services). The Distributor may enter into agreements with certain qualified financial institutions, including securities dealers and other industry
professionals (collectively, Service Agents), to perform Services, and the Distributor is responsible for payment to the Service Agents. Services may vary based on the Services offered by Service Agents. The Plan is not adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the 1940 Act).
The material aspects of the Plan are as follows:
1. The Distributor shall determine the amounts to be paid to Service Agents and the basis on which such payments will be made. Payments to a
Service Agent are subject to compliance by the Service Agent with the terms of any related Plan agreement between the Service Agent and the Distributor or the Fund.
2. The Fund will pay the Distributor up to 0.10% of the average daily net assets of Class I shares. For the purpose of determining the fees payable under the Plan, the value of the Funds
Class I net assets shall be computed in the manner specified in the Funds charter documents and registration statement for the computation of net asset value.
3. The Funds Board of Directors (the Board) shall be provided, at least quarterly, with a written report of all amounts expended pursuant to the Plan. The report shall state the purpose
for which the amounts were expended.
4. The Plan has been approved by a majority of the Fund Board members, including a majority of the Board
members who are not interested persons (as defined in the 1940 Act) of the Fund (Independent Directors) and have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan
(Qualified Directors), pursuant to a vote cast at a meeting called for the purpose of voting on the approval of the Plan. In voting to approve the implementation of the Plan, the Board has concluded, in the exercise of its reasonable
business judgment and in light of applicable fiduciary duties, that there is a reasonable likelihood that the Plan will benefit the Fund and Class I shareholders.
5. The Plan shall continue for a period of no more than one year, unless earlier terminated in accordance with its terms, and thereafter shall continue automatically for successive annual periods,
provided such continuance is approved at least annually in the manner provided in paragraph 4 hereof.
6. The Plan may be amended at any
time by the Board, provided that any material amendments of the terms of the Plan shall become effective only upon approval as provided in paragraph 4 hereof.
7. The Plan is terminable without penalty at any time by vote of a majority of the Qualified Directors.
8. While the Plan is in effect, the selection and nomination of the Independent Directors shall be committed to the discretion of the Independent Directors then in office.
Effective: As of June 30, 2019
Exhibit (h)(vi)
COHEN & STEERS LOW DURATION PREFERRED AND INCOME FUND, INC.
280 Park Avenue
New York, New York 10017
July 31, 2019
COHEN & STEERS CAPITAL MANAGEMENT, INC.
280 Park Avenue
New York, New York 10017
Dear Sirs:
Cohen & Steers Low Duration Preferred and Income Fund, Inc. (We, Us or the Company) herewith
confirms its agreement (the Agreement) pursuant to which Cohen & Steers Capital Management, Inc. (You) will waive certain of its fees and/or reimburse the Company for expenses incurred as follows:
1. Reference is made to the Investment Advisory Agreement, dated September 30, 2015, between the Company and You (the
Investment Advisory Agreement).
2. Pursuant to Paragraph 6 of the Investment Advisory Agreement, We have agreed
to pay You a monthly fee at an annualized rate of 0.65% of the Companys average daily net assets (the Investment Advisory Fee).
3. Notwithstanding Paragraph 6 of the Investment Advisory Agreement, You agree that through June 30, 2021, You will waive a portion of the Investment Advisory Fee and/or reimburse the Company so that
the Companys total annual operating expenses (excluding acquired fund fees and expenses, taxes and extraordinary expenses) do not exceed 0.95% for Class A shares, 1.60% for Class C shares, 0.60% for Class F shares, 0.60% for
Class I shares, 1.10% for Class R shares and 0.60% for Class Z shares.
4. Unless specified otherwise in a duly
executed, written agreement between You and the Company, beginning with the period July 1, 2021 and thereafter, You shall be entitled to the Investment Advisory Fee as specified in Paragraph 2 of this Agreement and shall have no obligation to
waive any portion of the Investment Advisory Fee and/or reimburse any of the Companys expenses unless otherwise required by law or pursuant to a written duly executed agreement between the Company and You.
5. This Agreement may only be amended or terminated prior to its expiration date by agreement between Us and You and will terminate
automatically in the event of termination of the Investment Advisory Agreement.
6. This Agreement shall be construed in
accordance with the laws of the State of New York, provided, however, that nothing herein shall be construed as being inconsistent with the Investment Company Act of 1940, as amended.
If the foregoing is in accordance with your understanding, will You kindly so indicate by
signing and returning to Us the enclosed copy hereof.
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Very truly yours,
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COHEN & STEERS LOW DURATION PREFERRED AND INCOME FUND, INC.
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By:
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/s/ Dana A. DeVivo
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Name:
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Dana A. DeVivo
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Title:
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Secretary and Chief Legal Officer
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Agreed to and Accepted as of the date first set forth above.
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COHEN & STEERS CAPITAL MANAGEMENT, INC.
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By:
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/s/ James Giallanza
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Name:
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James Giallanza
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Title:
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Executive Vice President
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2
Exhibit (j)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the
incorporation by reference in this Registration Statement on Form N-1A of our report dated June 21, 2019, relating to the financial statements and financial highlights, which appears in Cohen & Steers Low Duration Preferred and Income
Fund, Inc.s Annual Report on Form N-CSR for the year ended April 30, 2019. We also consent to the references to us under the headings Counsel and Independent Registered Public Accounting
Firm, Financial Statements and Financial Highlights in such Registration Statement.
/s/
PricewaterhouseCoopers LLP
New York, New York
August 28, 2019
Exhibit (m)
COHEN & STEERS LOW DURATION PREFERRED AND INCOME FUND, INC.
AMENDED DISTRIBUTION AND SERVICE PLAN
Distribution and Service Plan (the Plan) of Cohen & Steers Low Duration Preferred and Income Fund Inc. (the Fund), a Maryland corporation. Cohen & Steers Capital
Management, Inc. (CSCM), a New York corporation, is the Funds investment advisor, and Cohen & Steers Securities, LLC (CSSL), a Delaware limited liability company, is the principal underwriter for the Fund.
WHEREAS, it is expected that a substantial percentage of the Funds assets attributable to the Class A, Class C, Class R
and Class T shares of the Fund will be derived through the efforts of brokers or other financial intermediaries receiving assistance (as defined herein) payments under this Plan. The likelihood is that such assets would not remain invested in
the Fund should such assistance cease and the Funds ratio of expenses to average net assets would thus increase with a corresponding decrease in the yield to Fund shareholders; and
WHEREAS, such brokers and other financial intermediaries may provide personal services to Fund shareholders that hold certain classes of the Funds shares and/or services related to the maintenance
of shareholder accounts that hold certain classes of the Funds shares.
NOW THEREFORE, in consideration of the foregoing and in
consideration of the mutual covenants herein contained the Fund, CSCM, and CSSL agree that the following Plan is hereby adopted under Rule 12b-1 under the Investment Company Act of 1940 (the Act):
1. CSSL, or such other person as may from time to time be engaged and appointed to act as the distributor of the Funds shares, shall act as the
principal underwriter of the Fund pursuant to an underwriting agreement (the Distributor).
2. The Fund will pay to the
Distributor, with respect to each class of the Funds shares (each, a Class), a fee for the sale and distribution of its shares, computed in respect of such Class as follows:
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A.
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at an annual rate not to exceed 0.25% of the average daily net assets attributable to Class A shares;
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B.
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at an annual rate not to exceed 0.75% of the average daily net assets attributable to Class C shares; and
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Also under the Plan, the Fund will pay to the Distributor, with respect to each Class, a fee for shareholder account service and maintenance of its
shares, computed in respect of such Class as follows:
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A.
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at an annual rate not to exceed 0.10% of the average daily net assets attributable to Class A shares; and
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B.
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at an annual rate not to exceed 0.25% of the average daily net assets attributable to Class C shares.
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In addition, also under the Plan, the Fund will pay to the Distributor, with respect to each Class, a fee for the sale and distribution of its shares and
for shareholder account service and maintenance of its shares, computed in respect of such Class as follows:
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A.
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at an annual rate not to exceed 0.50% of the average daily net assets attributable to Class R shares.
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The Distributor may use such amounts, without limitation, (i) to make payments to brokers, financial
intermediaries or other third parties (in each case, if qualified in the Distributors sole discretion) that have rendered assistance in connection with the distribution of the Funds shares and (ii) for other expenses such as
advertising costs and the payment for the printing and distribution of prospectuses to prospective investors. With respect to Class A, C and R shares, such amounts may also be used to pay brokers, financial intermediaries and other third
parties for the provision of personal services to Fund shareholders or services related to the maintenance of shareholder accounts, such as: sub-transfer agency, recordkeeping, and other administrative
services to investors who invested in the Fund through an omnibus account; shareholder liaison services, such as responding to customer inquiries and providing information on their investments; processing and mailing trade confirmations, monthly
statements, prospectuses, annual reports, semi-annual reports, and shareholder notices and other communications required by the Securities and Exchange Commission; capturing and processing tax data; issuing and mailing dividend checks to
shareholders who have selected cash distributions; preparing record date shareholder lists for proxy solicitations; collecting and posting distributions to shareholder accounts; establishing and maintaining systematic withdrawals and automated
investment plans and shareholder account registrations; providing office space, equipment and telephone facilities; and providing such other shareholder services as the Fund or Distributor may reasonably request. Notwithstanding the foregoing, to
the extent applicable such amounts will be subject to the limitations prescribed by applicable Financial Industry Regulatory Authority rules on amounts that the Fund may pay as asset-based sales charges and service fees. The
Distributor will make such payments pursuant to the terms of written agreements complying with Rule 12b-1 (each a Rule 12b-1 Agreement).
3. Quarterly in each year that this Plan remains in effect, the Funds Treasurer shall prepare and furnish to the Board of Directors of the Fund a written report, complying with the requirements of
Rule 12b-1, of the amounts expended under the Plan and purposes for which such expenditures were made.
4. This Plan shall become effective
upon approval by majority votes of (a) the Funds Board and the Qualified Directors (as defined in Section 6), cast in person at a meeting called for the purpose of voting hereon and (b) the outstanding voting securities of each
Class.
5. This Plan shall remain in effect for one year from its adoption date and may be continued thereafter if this Plan and any related
agreement are approved at least annually by a majority vote of the Directors of the Fund, including a majority of the Qualified Directors, cast in person at a meeting called for the purpose of voting on such Plan and agreement. Unless otherwise
permitted by law, this Plan may not be amended in order to increase materially the amount to be spent for distribution assistance without Fund shareholder approval in accordance with Section 4 hereof. All material amendments to this Plan must
be approved by a vote of the Board of Directors of the Fund, and of the Qualified Directors, cast in person at a meeting called for the purpose of voting thereon.
6. This Plan may be terminated as to any Class at any time by a majority vote of the Directors who are not interested persons of the Fund and have no direct or indirect financial interest in the
operation of the Plan or in any agreements related to the Plan (Qualified Directors) or by vote of a majority of the outstanding voting securities of the affected Class.
7. While this Plan shall be in effect, the selection and nomination of the Disinterested Directors of the Fund shall be committed to the discretion of the Disinterested Directors
then in office.
8. Any termination or non-continuance of (i) a selected dealer agreement by the
Distributor with a particular broker or (ii) a Rule 12b-1 Agreement with a particular financial intermediary shall have no effect on similar agreements between (i) other brokers and the Distributor or (ii) other financial
intermediaries and the Fund pursuant to this Plan.
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9. Neither the Distributor nor the Fund is obligated by this Plan to execute a selected dealer agreement
with a qualifying broker or a Rule 12b-1 Agreement with a qualifying financial intermediary, respectively.
10. All agreements with any person
relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide:
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A.
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That such agreement may be terminated with respect to any Class at any time, without payment of any penalty, by vote of a majority of the
Qualified Directors or by vote of a majority of the outstanding shares of such Class, on not more than 60 days written notice to any other party to the agreement; and
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B.
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That such agreement shall terminate automatically in the event of its assignment.
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11. The provisions of this Plan are severable for each Class and if provisions of the Plan applicable to a particular Class are terminated, the
remainder of the Plan provisions applicable to the other remaining Classes shall not be invalidated thereby and shall be given full force and effect.
12. As used herein, the terms assignment, interested person, and majority of the outstanding voting securities shall have the respective meanings specified in the Act
and the rules and regulations thereunder, subject to such interpretations as may be issued, or exemptions as may be granted, by the Securities and Exchange Commission.
13. To the extent that any payments made by the Fund to the Distributor, including payment of service fees, should be deemed to be indirect financing of any activity primarily intended to result in the
sale of the shares issued by the Fund within the context of Rule 12b-1 under the Act, then such payments shall be deemed to be made under this Plan.
Effective: As of June 30, 2019
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Exhibit (n)
AMENDED MULTI-CLASS PLAN
PURSUANT TO RULE 18f-3 FOR
COHEN & STEERS LOW DURATION PREFERRED AND INCOME FUND, INC.
WHEREAS, Cohen & Steers Low Duration Preferred and Income Fund, Inc. (the Fund) is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, the Fund desires to adopt a Multi-Class Plan
pursuant to Rule 18f-3 under the 1940 Act (the Plan) with respect to the Fund; and
WHEREAS, the Fund employs Cohen &
Steers Securities, LLC (the Distributor) as principal underwriter of the securities of which it is the issuer;
NOW, THEREFORE,
the Fund hereby adopts the Plan, in accordance with Rule 18f-3 under the 1940 Act, on the following terms and conditions:
1. Features of
the Classes. The Fund issues its shares of common stock in classes: Class A Shares, Class C Shares, Class F Shares, Class I Shares, Class R Shares and
Class Z Shares. Shares of each class of the Fund shall represent an equal pro rata interest in the Fund and, generally, shall have identical voting, dividend, distribution, liquidation, and other rights, preferences, powers,
restrictions, limitations, qualifications, and terms and conditions, except that: (a) each class shall have a different designation; (b) each class of shares shall bear any Class Expenses, as defined in Section 4 below; and
(c) each class shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its shareholder servicing or distribution arrangements and each class shall have separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the interests of any other class. In addition, Class A, Class C, Class F, Class I, Class R and Class Z shares of the Fund shall have the features described in
Sections 2-6 below.
2. Shareholder Services Plan. The Fund has adopted a Shareholder Services
Plan with respect to the Class A, Class C and Class I shares of the Fund, which provides that the Fund pays fees for shareholder account service and maintenance at an annual rate of up to 0.10% of the average daily net asset value of
the Class A shares; up to 0.25% of the average daily net asset value of the Class C shares; up to 0.10% of the average daily net asset value of the Class I shares.
3. Distribution and Service Plan. The Fund has adopted a Distribution and Service Plan with respect to the Class A, Class C and Class R shares of the Fund pursuant to Rule 12b-1
promulgated under the 1940 Act. The Distribution and Service Plan provides that the Fund pays the Distributor at an annual rate not to exceed 0.25% of the average daily net assets attributable to the Class A shares; not to exceed 0.75% of the
average daily net assets attributable to the Class C shares; not to exceed 0.50% of the average daily net assets attributable to the Class R shares.
The Distribution and Service Plan provides that the Distributor may use amounts received (a) to make payments to brokers, financial intermediaries or other third parties (in each case, if qualified
in the Distributors sole discretion) that have rendered assistance in connection with the distribution of the Funds shares and (b) for other expenses such as advertising costs and payment for the printing and distribution of
prospectuses to prospective investors. With respect to Class R shares, such amounts may also be used to pay brokers, financial intermediaries and other third
parties for the provision of personal services to Fund shareholders or services related to the maintenance of shareholder accounts, such as: sub-transfer
agency, recordkeeping, and other administrative services to investors who invested in the Fund through an omnibus account; shareholder liaison services, such as responding to customer inquiries and providing information on their investments;
processing and mailing trade confirmations, monthly statements, prospectuses, annual reports, semi-annual reports, and shareholder notices and other communications required by the Securities and Exchange Commission; capturing and processing tax
data; issuing and mailing dividend checks to shareholders who have selected cash distributions; preparing record date shareholder lists for proxy solicitations; collecting and posting distributions to shareholder accounts; establishing and
maintaining systematic withdrawals and automated investment plans and shareholder account registrations; providing office space, equipment and telephone facilities; and providing such other shareholder services as the Fund or Distributor may
reasonably request.
4. Allocation of Income and Expenses. (a) The gross income of the Fund shall, generally, be allocated to each
class on the basis of net assets. To the extent practicable, certain expenses (other than Class Expenses (as defined below), which shall be allocated more specifically) shall be subtracted from the gross income on the basis of the net assets of
each class of the Fund. These expenses include those incurred by the Fund not attributable to any particular class of the Funds shares (for example, advisory fees, custodial fees, or other expenses relating to the management of the Funds
assets) (Fund Level Expenses).
(b) Expenses attributable to a particular class (Class Expenses) shall be limited to:
(i) payments made pursuant to the Shareholder Services Plan or the Distribution and Service Plan; (ii) transfer agent fees attributable to a specific class; (iii) printing and postage expenses related to preparing and distributing
materials such as shareholder reports, prospectuses and proxy statements to current shareholders of a specific class; (iv) Blue Sky registration fees incurred by a class; (v) Securities and Exchange Commission registration fees incurred by
a class; (vi) litigation or other legal expenses relating solely to one class; and (vii) directors fees incurred as a result of issues relating to a specific class.
Therefore, expenses of the Fund shall be apportioned to each class of shares depending on the nature of the expense item. Fund Level Expenses will be allocated among the classes of shares based on their
relative net asset values. Class Expenses shall be allocated to the particular class(es) to which they are attributable. In addition, certain expenses may be allocated differently if their method of imposition changes. Thus, if a
Class Expense can no longer be attributed to a class, it shall be charged to the Fund for allocation among classes as a Fund Level Expense. Any additional Class Expenses not specifically identified above which are subsequently identified
and determined to be properly allocated to one class of shares shall not be so allocated until approved by the Board in light of the requirements of the 1940 Act and the Internal Revenue Code of 1986, as amended.
5. Exchange Privileges. The Class A, Class C, Class I, Class R and Class Z shares of the Fund may be exchanged for shares
of other Cohen & Steers funds, subject to the limitations set forth in the Funds prospectus. Certain classes of shares of the Fund may also be exchanged for certain other classes of shares of the Fund under the circumstances described
in the Funds prospectus. For share exchanges between the Fund and another Cohen & Steers fund, any applicable sales charge, contingent deferred sales charge or redemption fee will apply as described in the Funds prospectus. The
exchange privilege may be modified or revoked at any time upon 60 days notice to shareholders.
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6. Conversion Features. Class A shares held in certain
fee-based advisory program (Advisory Program) accounts may be converted to Class I shares if such Advisory Program had previously offered only Class A shares and now offers only
Class I shares. A shareholder holding Class A or Class C shares through a brokerage account may also convert its Class A or Class C shares to Class I shares if such shareholder transfers its Class A or Class C
shares into an account within an Advisory Program that offers only Class I shares. The Fund reserves the right to allow additional conversions at its sole discretion.
7. Modification of the Plan. The Plan shall not be materially amended except by vote of a majority of both (a) the Directors of the Fund and (b) those Directors of the Fund who are not
interested persons (as defined in the 1940 Act) of the Fund after finding that modification of the Plan, including the expense allocation, is in the best interests of each class individually and the Fund as a whole.
Effective: June 30, 2019
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