Six Months Ended December 31, 2024 |
Year Ended December 31, 2024 |
|||||||
Cohen & Steers Infrastructure Fund at Net Asset Value(a) |
9.37 | % | 12.75 | % | ||||
Cohen & Steers Infrastructure Fund at Market Value(a) |
10.98 | % | 22.37 | % | ||||
Blended Benchmark—80% FTSE Global Core Infrastructure 50/50 Net Tax Index/ 20% ICE BofA Fixed Rate Preferred Securities Index(b) |
6.21 | % | 9.13 | % | ||||
S&P 500 Index(b) |
8.44 | % | 25.02 | % | ||||
MSCI World Index—net(b) |
6.20 | % | 18.67 | % |
(a) | As a closed‑end investment company, the price of the Fund’s exchange-traded shares will be set by market forces and can deviate from the net asset value (NAV) per share of the Fund. |
(b) | The FTSE Global Core Infrastructure 50/50 Net Tax Index is a market-capitalization-weighted index of worldwide infrastructure and infrastructure-related securities and is net of dividend withholding taxes. Constituent weights are adjusted semi-annually according to three broad industry sectors: 50% utilities, 30% transportation, and a 20% mix of other sectors, including pipelines, satellites, and telecommunication towers. The ICE BofA Fixed Rate Preferred Securities Index tracks the performance of fixed-rate U.S. dollar-denominated preferred securities issued in the U.S. domestic market. The S&P 500 Index is an unmanaged index of 500 large-capitalization stocks that is frequently used as a general measure of U.S. stock market performance. The MSCI World Index—net is a free-float-adjusted index that measures performance of large- and mid‑capitalization companies representing developed market countries and is net of dividend withholding taxes. |
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BEN MORTON | ELAINE ZAHARIS-NIKAS | |
Portfolio Manager | Portfolio Manager |
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TYLER S. ROSENLICHT | THUY QUYNH DANG | |
Portfolio Manager | Portfolio Manager |

1 Year | 5 Years | 10 Years | Since Inception(c) | |||||||||||||
Fund at NAV |
12.75 | % | 4.79 | % | 7.50 | % | 9.45 | % | ||||||||
Fund at Market Value |
22.37 | % | 6.15 | % | 8.95 | % | 9.25 | % |
(a) | The Linked Blended Benchmark is represented by the performance of 80% UBS Global Infrastructure & Utilities 50/50 Index Net (UBS 50/50) / 20% ICE BofA Fixed Rate Preferred Securities Index through March 31, 2015 and 80% FTSE Global Core Infrastructure 50/50 Net Tax Index (FTSE 50/50) / 20% ICE BofA Fixed Rate Preferred Securities Index thereafter. The benchmark was replaced on March 31, 2015 because UBS retired the UBS 50/50. The UBS 50/50 tracked a 50% exposure to the global developed market utilities sector and a 50% exposure to the global developed market infrastructure sector. The index was a free-float market-capitalization weighted index and reconstituted annually with quarterly rebalances and was net of dividend withholding taxes. The FTSE 50/50 is a market-capitalization-weighted index of worldwide infrastructure and infrastructure-related securities and is net of dividend withholding taxes. Constituent weights are adjusted semi-annually according to three broad industry sectors: 50% utilities, 30% transportation, and a 20% mix of other sectors, including pipelines, satellites and telecommunication towers. The ICE BofA Fixed Rate Preferred Securities Index tracks the performance of fixed-rate U.S. dollar-denominated preferred securities issued in the U.S. domestic market. |
(b) | The comparative indexes are not adjusted to reflect expenses or other fees that the U.S. Securities and Exchange Commission (SEC) requires to be reflected in the Fund’s performance. Index performance does not reflect the deduction of any fees, taxes or expenses. An investor cannot invest directly in an index. The Fund’s performance assumes the reinvestment of all dividends and distributions at prices obtained under the Fund’s dividend reinvestment plan. |
(c) | Commencement of investment operations was March 30, 2004. |
Leverage (as a % of managed assets) |
29% | |
% Variable Rate Financing |
15% | |
Variable Rate |
5.2% | |
% Fixed Rate Financing(c) |
85% | |
Weighted Average Rate on Fixed Financing |
1.7% | |
Weighted Average Term on Fixed Financing |
1.5 years | |
Weighted Average Cost of All Financing |
2.2% |
(a) | Data as of December 31, 2024. Information is subject to change. |
(b) | See Note 7 in Notes to Financial Statements. |
(c) | Represents fixed payer interest rate swap contracts on variable rate borrowing. |
Security | Value | % of Managed Assets |
||||||
NextEra Energy, Inc. |
$ | 131,363,394 | 4.0 | |||||
NiSource, Inc. |
126,846,151 | 3.9 | ||||||
TC Energy Corp. (Canada) |
121,271,823 | 3.7 | ||||||
PPL Corp. |
115,778,782 | 3.6 | ||||||
Duke Energy Corp. |
110,091,641 | 3.4 | ||||||
American Tower Corp. |
109,666,525 | 3.4 | ||||||
National Grid PLC (United Kingdom) |
95,156,536 | 2.9 | ||||||
Southern Co. |
91,877,023 | 2.8 | ||||||
Dominion Energy, Inc. |
91,239,648 | 2.8 | ||||||
Enbridge, Inc. (Canada) |
78,236,513 | 2.4 |
(a) | Top ten holdings (excluding short-term investments and derivative instruments) are determined on the basis of the value of individual securities held. The Fund may also hold positions in other securities issued by the companies listed above. See the Schedule of Investments for additional details on such other positions. |

(b) | Excludes derivative instruments. |
Shares/Units | Value | |||||||||||
COMMON STOCK |
113.7% | |||||||||||
AUSTRALIA |
5.3% | |||||||||||
RAILWAYS |
0.7% | |||||||||||
Aurizon Holdings Ltd. |
|
8,589,984 | $ | 17,279,509 | ||||||||
|
|
|||||||||||
TOLL ROADS |
4.6% | |||||||||||
Atlas Arteria Ltd.(a)(b) |
|
18,295,481 | 53,788,956 | |||||||||
Transurban Group(b) |
|
6,284,238 | 52,082,146 | |||||||||
|
|
|||||||||||
105,871,102 | ||||||||||||
|
|
|||||||||||
TOTAL AUSTRALIA |
|
123,150,611 | ||||||||||
|
|
|||||||||||
BRAZIL |
2.2% | |||||||||||
ELECTRIC |
0.8% | |||||||||||
Cia Paranaense de Energia—Copel |
|
13,121,076 | 17,500,856 | |||||||||
|
|
|||||||||||
MARINE PORTS |
0.7% | |||||||||||
Santos Brasil Participacoes SA(a) |
|
7,406,818 | 15,741,969 | |||||||||
|
|
|||||||||||
TOLL ROADS |
0.7% | |||||||||||
CCR SA(a) |
|
10,300,010 | 16,955,915 | |||||||||
|
|
|||||||||||
TOTAL BRAZIL |
|
50,198,740 | ||||||||||
|
|
|||||||||||
CANADA |
11.7% | |||||||||||
DIVERSIFIED |
0.0% | |||||||||||
Tidewater Renewables Ltd.(c) |
|
789,442 | 444,849 | |||||||||
|
|
|||||||||||
MIDSTREAM |
11.2% | |||||||||||
Enbridge, Inc. |
|
1,843,322 | 78,236,513 | |||||||||
Keyera Corp. |
|
748,046 | 22,876,693 | |||||||||
Pembina Pipeline Corp. |
|
658,944 | 24,346,249 | |||||||||
South Bow Corp. |
|
520,442 | 12,281,048 | |||||||||
TC Energy Corp. |
|
2,602,212 | 121,271,823 | |||||||||
|
|
|||||||||||
259,012,326 | ||||||||||||
|
|
|||||||||||
RAILWAYS |
0.5% | |||||||||||
Canadian National Railway Co. |
|
113,718 | 11,547,821 | |||||||||
|
|
|||||||||||
TOTAL CANADA |
|
271,004,996 | ||||||||||
|
|
|||||||||||
CHINA |
1.6% | |||||||||||
GAS DISTRIBUTION |
1.0% | |||||||||||
ENN Energy Holdings Ltd., (H Shares)(a) |
|
3,323,021 | 23,895,853 | |||||||||
|
|
Shares/Units | Value | |||||||||||
MARINE PORTS |
0.6% | |||||||||||
China Merchants Port Holdings Co. Ltd., (H Shares)(a) |
|
7,242,000 | $ | 12,905,085 | ||||||||
|
|
|||||||||||
TOTAL CHINA |
|
36,800,938 | ||||||||||
|
|
|||||||||||
FRANCE |
1.4% | |||||||||||
ELECTRIC |
||||||||||||
Engie SA(a) |
|
1,971,863 | 31,271,498 | |||||||||
|
|
|||||||||||
GREECE |
0.4% | |||||||||||
AIRPORT |
||||||||||||
Athens International Airport SA |
|
1,058,181 | 8,768,932 | |||||||||
|
|
|||||||||||
HONG KONG |
2.8% | |||||||||||
ELECTRIC |
||||||||||||
CLP Holdings Ltd. |
|
2,811,500 | 23,638,370 | |||||||||
Power Assets Holdings Ltd. |
|
5,747,000 | 40,105,760 | |||||||||
|
|
|||||||||||
63,744,130 | ||||||||||||
|
|
|||||||||||
INDIA |
2.4% | |||||||||||
ELECTRIC |
||||||||||||
NTPC Ltd. |
|
3,829,856 | 14,889,753 | |||||||||
Power Grid Corp. of India Ltd. |
|
11,146,154 | 40,268,128 | |||||||||
|
|
|||||||||||
55,157,881 | ||||||||||||
|
|
|||||||||||
ITALY |
1.4% | |||||||||||
GAS DISTRIBUTION |
||||||||||||
Italgas SpA |
|
5,952,094 | 33,355,219 | |||||||||
|
|
|||||||||||
JAPAN |
2.9% | |||||||||||
ELECTRIC |
1.0% | |||||||||||
Kansai Electric Power Co., Inc.(a) |
|
2,037,800 | 22,709,856 | |||||||||
|
|
|||||||||||
GAS DISTRIBUTION |
1.9% | |||||||||||
Osaka Gas Co. Ltd.(a) |
|
776,200 | 17,068,557 | |||||||||
Tokyo Gas Co. Ltd.(a) |
|
967,600 | 26,873,507 | |||||||||
|
|
|||||||||||
43,942,064 | ||||||||||||
|
|
|||||||||||
TOTAL JAPAN |
|
66,651,920 | ||||||||||
|
|
|||||||||||
LUXEMBOURG |
0.7% | |||||||||||
COMMUNICATIONS |
||||||||||||
SES SA |
|
5,121,344 | 16,222,515 | |||||||||
|
|
Shares/Units | Value | |||||||||||
MALAYSIA |
0.7% | |||||||||||
MARINE PORTS |
||||||||||||
Westports Holdings Bhd. |
|
15,775,000 | $ | 16,440,009 | ||||||||
|
|
|||||||||||
MEXICO |
3.1% | |||||||||||
AIRPORTS |
||||||||||||
Grupo Aeroportuario del Centro Norte SAB de CV(a) |
|
1,523,926 | 13,138,024 | |||||||||
Grupo Aeroportuario del Pacifico SAB de CV, Class B(a) |
|
3,394,388 | 59,573,943 | |||||||||
|
|
|||||||||||
72,711,967 | ||||||||||||
|
|
|||||||||||
NETHERLANDS |
1.1% | |||||||||||
MARINE PORTS |
||||||||||||
Koninklijke Vopak NV |
|
569,370 | 25,065,725 | |||||||||
|
|
|||||||||||
NEW ZEALAND |
1.4% | |||||||||||
AIRPORT |
||||||||||||
Auckland International Airport Ltd. |
|
6,665,359 | 32,444,637 | |||||||||
|
|
|||||||||||
PHILIPPINES |
0.5% | |||||||||||
MARINE PORTS |
||||||||||||
International Container Terminal Services, Inc. |
|
1,795,530 | 11,981,581 | |||||||||
|
|
|||||||||||
SPAIN |
2.1% | |||||||||||
AIRPORT |
||||||||||||
Aena SME SA(a)(d) |
|
234,282 | 47,905,218 | |||||||||
|
|
|||||||||||
THAILAND |
1.7% | |||||||||||
AIRPORT |
||||||||||||
Airports of Thailand PCL |
|
22,143,900 | 38,643,850 | |||||||||
|
|
|||||||||||
UNITED KINGDOM |
4.1% | |||||||||||
ELECTRIC |
||||||||||||
National Grid PLC |
|
8,001,022 | 95,156,536 | |||||||||
|
|
|||||||||||
UNITED STATES |
66.2% | |||||||||||
COMMUNICATIONS |
8.1% | |||||||||||
American Tower Corp.(e) |
|
597,931 | 109,666,525 | |||||||||
Crown Castle, Inc.(a)(f) |
|
856,875 | 77,769,975 | |||||||||
|
|
|||||||||||
187,436,500 | ||||||||||||
|
|
|||||||||||
DIVERSIFIED |
0.0% | |||||||||||
Benson Hill, Inc.(c) |
|
27,500 | 54,175 | |||||||||
Stem, Inc.(a)(c)(f) |
|
637,750 | 384,563 | |||||||||
|
|
|||||||||||
438,738 | ||||||||||||
|
|
Shares/Units | Value | |||||||||||
ELECTRIC |
35.3% | |||||||||||
Alliant Energy Corp.(a)(f) |
|
945,688 | $ | 55,927,988 | ||||||||
American Electric Power Co., Inc.(a) |
|
144,516 | 13,328,711 | |||||||||
Consolidated Edison, Inc.(a)(f) |
|
228,427 | 20,382,541 | |||||||||
Dominion Energy, Inc.(a)(f) |
|
1,694,015 | 91,239,648 | |||||||||
Duke Energy Corp.(a)(f) |
|
1,021,827 | 110,091,641 | |||||||||
Edison International(a)(f) |
|
805,239 | 64,290,282 | |||||||||
Evergy, Inc.(a)(f) |
|
390,201 | 24,016,872 | |||||||||
Net Power, Inc.(a)(c)(f) |
|
731,336 | 7,744,848 | |||||||||
NextEra Energy, Inc.(a)(f) |
|
1,832,381 | 131,363,394 | |||||||||
PPL Corp.(a)(f) |
|
3,566,814 | 115,778,782 | |||||||||
Public Service Enterprise Group, Inc.(a)(f) |
|
828,787 | 70,024,214 | |||||||||
Southern Co.(a) |
|
1,116,096 | 91,877,023 | |||||||||
Xcel Energy, Inc.(a) |
|
243,495 | 16,440,782 | |||||||||
|
|
|||||||||||
812,506,726 | ||||||||||||
|
|
|||||||||||
GAS DISTRIBUTION |
7.4% | |||||||||||
NiSource, Inc.(a) |
|
3,450,657 | 126,846,151 | |||||||||
Sempra(a)(f) |
|
499,673 | 43,831,316 | |||||||||
|
|
|||||||||||
170,677,467 | ||||||||||||
|
|
|||||||||||
MIDSTREAM |
7.9% | |||||||||||
Cheniere Energy, Inc.(a) |
|
142,154 | 30,544,630 | |||||||||
Delek Logistics Partners LP |
|
190,528 | 8,051,713 | |||||||||
Energy Transfer LP(a)(f) |
|
1,606,191 | 31,465,282 | |||||||||
Kinder Morgan, Inc.(a) |
|
493,337 | 13,517,434 | |||||||||
Kinetik Holdings, Inc.(a)(e)(f) |
|
634,229 | 35,967,126 | |||||||||
MPLX LP(a)(f) |
|
514,959 | 24,645,938 | |||||||||
ONEOK, Inc.(a)(f) |
|
165,259 | 16,592,004 | |||||||||
Plains All American Pipeline LP(a)(f) |
|
1,264,432 | 21,596,498 | |||||||||
|
|
|||||||||||
182,380,625 | ||||||||||||
|
|
|||||||||||
RAILWAYS |
7.5% | |||||||||||
CSX Corp.(a)(f) |
|
1,795,731 | 57,948,239 | |||||||||
Norfolk Southern Corp.(a)(e)(f) |
|
204,941 | 48,099,653 | |||||||||
Union Pacific Corp.(a) |
|
289,111 | 65,928,872 | |||||||||
|
|
|||||||||||
171,976,764 | ||||||||||||
|
|
|||||||||||
TOTAL UNITED STATES |
|
1,525,416,820 | ||||||||||
|
|
|||||||||||
TOTAL COMMON STOCK (Identified cost—$2,108,338,708) |
|
2,622,093,723 | ||||||||||
|
|
Shares/Units | Value | |||||||||||
PREFERRED SECURITIES—EXCHANGE-TRADED |
3.7% | |||||||||||
BERMUDA |
0.0% | |||||||||||
INSURANCE |
||||||||||||
RenaissanceRe Holdings Ltd., 5.75%, Series F(a)(g) |
|
7,000 | $ | 156,870 | ||||||||
|
|
|||||||||||
CANADA |
0.2% | |||||||||||
UTILITIES |
||||||||||||
Algonquin Power & Utilities Corp., 9.817% (3 Month USD Term SOFR + 4.01%), due 7/1/79, Series 19‑A(a)(h) |
|
89,073 | 2,246,421 | |||||||||
Brookfield BRP Holdings Canada, Inc., 4.625%(a)(g) |
|
100,000 | 1,578,000 | |||||||||
|
|
|||||||||||
3,824,421 | ||||||||||||
|
|
|||||||||||
NETHERLANDS |
0.0% | |||||||||||
INSURANCE |
||||||||||||
AEGON Funding Co. LLC, 5.10%, due 12/15/49(a) |
|
65,287 | 1,325,326 | |||||||||
|
|
|||||||||||
UNITED STATES |
3.5% | |||||||||||
BANKING |
1.2% | |||||||||||
Bank of America Corp., 5.375%, Series KK(a)(g) |
|
61,831 | 1,401,709 | |||||||||
Bank of America Corp., 6.00%, Series GG(a)(g) |
|
184,373 | 4,642,512 | |||||||||
JPMorgan Chase & Co., 5.75%, Series DD(a)(g) |
|
159,744 | 4,020,757 | |||||||||
Morgan Stanley, 6.375%, Series I(a)(g) |
|
118,969 | 2,986,122 | |||||||||
Morgan Stanley, 6.625%, Series Q(g) |
|
100,000 | 2,651,000 | |||||||||
Regions Financial Corp., 5.70% to 5/15/29, Series C(a)(g)(i) |
|
81,114 | 1,966,203 | |||||||||
Wells Fargo & Co., 4.375%, Series CC(a)(g) |
|
58,968 | 1,112,136 | |||||||||
Wells Fargo & Co., 4.70%, Series AA(a)(g) |
|
142,405 | 2,846,676 | |||||||||
Wells Fargo & Co., 4.75%, Series Z(a)(g) |
|
206,575 | 4,214,130 | |||||||||
Wells Fargo & Co., 5.625%, Series Y(a)(g) |
|
65,803 | 1,612,174 | |||||||||
Wells Fargo & Co., 7.50%, Series L (Convertible)(g) |
|
172 | 205,421 | |||||||||
|
|
|||||||||||
27,658,840 | ||||||||||||
|
|
|||||||||||
CONSUMER DISCRETIONARY PRODUCTS |
0.2% | |||||||||||
Ford Motor Co., Senior Debt, 6.50%, due 8/15/62(a) |
|
144,325 | 3,524,417 | |||||||||
|
|
|||||||||||
CONSUMER STAPLE PRODUCTS |
0.3% | |||||||||||
CHS, Inc., 6.75%, Series 3(a)(g) |
|
137,935 | 3,418,029 | |||||||||
CHS, Inc., 7.10%, Series 2(a)(g) |
|
135,283 | 3,417,249 | |||||||||
|
|
|||||||||||
6,835,278 | ||||||||||||
|
|
Shares/Units | Value | |||||||||||
FINANCIAL SERVICES |
0.2% | |||||||||||
Affiliated Managers Group, Inc., 6.75%, due 3/30/64 |
|
32,128 | $ | 791,313 | ||||||||
Brookfield Oaktree Holdings LLC, 6.55%, Series B(a)(g) |
|
66,071 | 1,370,973 | |||||||||
Brookfield Oaktree Holdings LLC, 6.625%, Series A(a)(g) |
|
100,000 | 2,177,000 | |||||||||
Carlyle Finance LLC, 4.625%, due 5/15/61(a) |
|
70,000 | 1,247,400 | |||||||||
|
|
|||||||||||
5,586,686 | ||||||||||||
|
|
|||||||||||
INSURANCE |
0.6% | |||||||||||
Allstate Corp., 7.375%, Series J(a)(g) |
|
98,834 | 2,630,961 | |||||||||
Arch Capital Group Ltd., 5.45%, Series F(a)(g) |
|
80,000 | 1,696,800 | |||||||||
Athene Holding Ltd., 4.875%, Series D(a)(g) |
|
55,443 | 1,019,597 | |||||||||
Athene Holding Ltd., 6.35% to 6/30/29, Series A(a)(g)(i) |
|
115,223 | 2,806,832 | |||||||||
Athene Holding Ltd., 7.25% to 3/30/29, due 3/30/64(i) |
|
87,725 | 2,199,266 | |||||||||
Enstar Group Ltd., 7.00% to 9/1/28, Series D(g)(i) |
|
29,948 | 609,442 | |||||||||
Equitable Holdings, Inc., 5.25%, Series A(a)(g) |
|
52,000 | 1,063,920 | |||||||||
MetLife, Inc., 5.625%, Series E(a)(g) |
|
86,560 | 2,037,622 | |||||||||
Voya Financial, Inc., 5.35% to 9/15/29, Series B(a)(g)(i) |
|
7,267 | 168,813 | |||||||||
|
|
|||||||||||
14,233,253 | ||||||||||||
|
|
|||||||||||
TELECOMMUNICATIONS |
0.3% | |||||||||||
AT&T, Inc., 4.75%, Series C(a)(g) |
|
182,869 | 3,629,949 | |||||||||
AT&T, Inc., 5.00%, Series A(a)(g) |
|
13,078 | 275,161 | |||||||||
U.S. Cellular Corp., Senior Debt, 5.50%, due 6/1/70(a) |
|
94,315 | 2,110,770 | |||||||||
|
|
|||||||||||
6,015,880 | ||||||||||||
|
|
|||||||||||
UTILITIES |
0.7% | |||||||||||
CMS Energy Corp., 5.875%, due 10/15/78(a) |
|
63,498 | 1,456,009 | |||||||||
CMS Energy Corp., 5.875%, due 3/1/79(a) |
|
196,996 | 4,556,517 | |||||||||
Duke Energy Corp., 5.75%, Series A(a)(g) |
|
71,350 | 1,739,513 | |||||||||
SCE Trust VIII, 6.95%, Series N(g) |
|
38,033 | 967,179 | |||||||||
Sempra, 5.75%, due 7/1/79(a) |
|
150,675 | 3,420,323 | |||||||||
Southern Co., 4.95%, due 1/30/80, Series 2020(a) |
|
230,000 | 4,761,000 | |||||||||
|
|
|||||||||||
16,900,541 | ||||||||||||
|
|
|||||||||||
TOTAL UNITED STATES |
|
80,754,895 | ||||||||||
|
|
|||||||||||
TOTAL PREFERRED SECURITIES—EXCHANGE-TRADED (Identified cost—$92,288,735) |
|
86,061,512 | ||||||||||
|
|
Principal Amount* |
Value | |||||||||||
PREFERRED SECURITIES—OVER‑THE‑COUNTER |
22.0% | |||||||||||
AUSTRALIA |
0.3% | |||||||||||
BANKING |
0.2% | |||||||||||
Australia & New Zealand Banking Group Ltd., 6.75% to 6/15/26(a)(d)(g)(i)(j) |
|
4,000,000 | $ | 4,064,132 | ||||||||
|
|
|||||||||||
INSURANCE |
0.1% | |||||||||||
QBE Insurance Group Ltd., 5.875% to 6/17/26, due 6/17/46(a)(i)(k) |
|
1,800,000 | 1,805,696 | |||||||||
|
|
|||||||||||
TOTAL AUSTRALIA |
|
5,869,828 | ||||||||||
|
|
|||||||||||
CANADA |
2.8% | |||||||||||
BANKING |
0.6% | |||||||||||
Bank of Nova Scotia, 4.90% to 6/4/25(a)(g)(i) |
|
1,840,000 | 1,825,454 | |||||||||
Bank of Nova Scotia, 8.00% to 1/27/29, due 1/27/84(a)(i) |
|
3,200,000 | 3,375,251 | |||||||||
Bank of Nova Scotia, 8.625% to 10/27/27, due 10/27/82(a)(i) |
|
3,400,000 | 3,617,230 | |||||||||
Toronto-Dominion Bank, 8.125% to 10/31/27, due 10/31/82(a)(i) |
|
4,200,000 | 4,388,245 | |||||||||
|
|
|||||||||||
13,206,180 | ||||||||||||
|
|
|||||||||||
PIPELINES |
1.8% | |||||||||||
Enbridge, Inc., 5.75% to 4/15/30, due 7/15/80, Series 20‑A(a)(f)(i) |
|
5,980,000 | 5,787,105 | |||||||||
Enbridge, Inc., 6.00% to 1/15/27, due 1/15/77, Series 16‑A(a)(i) |
|
4,155,000 | 4,122,354 | |||||||||
Enbridge, Inc., 6.25% to 3/1/28, due 3/1/78(a)(f)(i) |
|
5,913,000 | 5,851,998 | |||||||||
Enbridge, Inc., 7.375% to 10/15/27, due 1/15/83(a)(f)(i) |
|
3,985,000 | 4,028,907 | |||||||||
Enbridge, Inc., 7.625% to 10/15/32, due 1/15/83(a)(i) |
|
1,920,000 | 2,019,239 | |||||||||
Enbridge, Inc., 8.25% to 10/15/28, due 1/15/84, Series NC5(a)(i) |
|
3,820,000 | 4,003,883 | |||||||||
Enbridge, Inc., 8.50% to 10/15/33, due 1/15/84(a)(i) |
|
2,060,000 | 2,293,095 | |||||||||
Transcanada Trust, 5.50% to 9/15/29, due 9/15/79(a)(f)(i) |
|
5,008,000 | 4,831,328 | |||||||||
Transcanada Trust, 5.60% to 12/7/31, due 3/7/82(a)(i) |
|
2,500,000 | 2,373,681 | |||||||||
Transcanada Trust, 5.875% to 8/15/26, due 8/15/76, Series 16‑A(a)(f)(i) |
|
6,499,000 | 6,428,637 | |||||||||
|
|
|||||||||||
41,740,227 | ||||||||||||
|
|
Principal Amount* |
Value | |||||||||||
UTILITIES |
0.4% | |||||||||||
AltaGas Ltd., 7.20% to 7/17/34, due 10/15/54(d)(i) |
|
2,100,000 | $ | 2,116,734 | ||||||||
Emera, Inc., 6.75% to 6/15/26, due 6/15/76, Series 16‑A(a)(f)(i) |
|
7,268,000 | 7,332,969 | |||||||||
|
|
|||||||||||
9,449,703 | ||||||||||||
|
|
|||||||||||
TOTAL CANADA |
|
64,396,110 | ||||||||||
|
|
|||||||||||
FINLAND |
0.1% | |||||||||||
BANKING |
||||||||||||
Nordea Bank Abp, 6.625% to 3/26/26(a)(d)(g)(i)(j) |
|
1,400,000 | 1,407,731 | |||||||||
|
|
|||||||||||
FRANCE |
1.8% | |||||||||||
BANKING |
||||||||||||
BNP Paribas SA, 7.00% to 8/16/28(a)(d)(g)(i)(j) |
|
1,000,000 | 1,002,305 | |||||||||
BNP Paribas SA, 7.375% to 8/19/25(a)(d)(f)(g)(i)(j) |
|
6,200,000 | 6,248,317 | |||||||||
BNP Paribas SA, 7.75% to 8/16/29(a)(d)(g)(i)(j) |
|
3,200,000 | 3,279,280 | |||||||||
BNP Paribas SA, 8.50% to 8/14/28(a)(d)(g)(i)(j) |
|
2,000,000 | 2,089,022 | |||||||||
BNP Paribas SA, 9.25% to 11/17/27(a)(d)(f)(g)(i)(j) |
|
7,200,000 | 7,702,611 | |||||||||
Credit Agricole SA, 8.125% to 12/23/25(a)(d)(g)(i)(j) |
|
3,950,000 | 4,034,234 | |||||||||
Societe Generale SA, 6.75% to 4/6/28(a)(d)(g)(i)(j) |
|
4,000,000 | 3,769,070 | |||||||||
Societe Generale SA, 8.00% to 9/29/25(a)(d)(g)(i)(j) |
|
2,200,000 | 2,225,522 | |||||||||
Societe Generale SA, 8.125% to 11/21/29(d)(g)(i)(j) |
|
2,600,000 | 2,555,261 | |||||||||
Societe Generale SA, 9.375% to 11/22/27(a)(d)(g)(i)(j) |
|
2,400,000 | 2,500,766 | |||||||||
Societe Generale SA, 10.00% to 11/14/28(a)(d)(g)(i)(j) |
|
5,000,000 | 5,343,070 | |||||||||
|
|
|||||||||||
40,749,458 | ||||||||||||
|
|
|||||||||||
GERMANY |
0.1% | |||||||||||
BANKING |
||||||||||||
Commerzbank AG, 7.50% to 10/9/30(g)(i)(j)(k) |
|
3,000,000 | 2,998,125 | |||||||||
|
|
|||||||||||
ITALY |
0.2% | |||||||||||
BANKING |
||||||||||||
Intesa Sanpaolo SpA, 7.70% to 9/17/25(a)(d)(g)(i)(j) |
|
3,900,000 | 3,909,834 | |||||||||
|
|
|||||||||||
JAPAN |
0.2% | |||||||||||
INSURANCE |
||||||||||||
Sumitomo Life Insurance Co., 5.875% to 1/18/34(a)(d)(f)(g)(i) |
|
4,400,000 | 4,380,716 | |||||||||
|
|
Principal Amount* |
Value | |||||||||||
NETHERLANDS |
0.8% | |||||||||||
BANKING |
0.7% | |||||||||||
ING Groep NV, 5.75% to 11/16/26(a)(f)(g)(i)(j) |
|
5,000,000 | $ | 4,938,227 | ||||||||
ING Groep NV, 6.50% to 4/16/25(a)(g)(i)(j) |
|
2,600,000 | 2,606,787 | |||||||||
ING Groep NV, 7.25% to 11/16/34(g)(i)(j)(k) |
|
1,800,000 | 1,808,108 | |||||||||
ING Groep NV, 8.00% to 5/16/30(g)(i)(j)(k) |
|
5,400,000 | 5,672,025 | |||||||||
|
|
|||||||||||
15,025,147 | ||||||||||||
|
|
|||||||||||
INSURANCE |
0.1% | |||||||||||
Aegon Ltd., 5.50% to 4/11/28, due 4/11/48(a)(i) |
|
2,875,000 | 2,832,056 | |||||||||
|
|
|||||||||||
TOTAL NETHERLANDS |
|
17,857,203 | ||||||||||
|
|
|||||||||||
SPAIN |
0.8% | |||||||||||
BANKING |
||||||||||||
Banco Bilbao Vizcaya Argentaria SA, 6.50% to 3/5/25, Series 9(a)(f)(g)(i)(j) |
|
1,800,000 | 1,797,394 | |||||||||
Banco Bilbao Vizcaya Argentaria SA, 9.375% to 3/19/29(a)(g)(i)(j) |
|
4,000,000 | 4,363,692 | |||||||||
Banco Santander SA, 8.00% to 2/1/34(g)(i)(j) |
|
3,800,000 | 3,938,518 | |||||||||
Banco Santander SA, 9.625% to 11/21/28(a)(g)(i)(j) |
|
4,400,000 | 4,845,359 | |||||||||
Banco Santander SA, 9.625% to 5/21/33(a)(g)(i)(j) |
|
3,800,000 | 4,389,505 | |||||||||
|
|
|||||||||||
19,334,468 | ||||||||||||
|
|
|||||||||||
SWEDEN |
0.2% | |||||||||||
BANKING |
||||||||||||
Swedbank AB, 7.75% to 3/17/30(g)(i)(j)(k) |
|
4,400,000 | 4,533,672 | |||||||||
|
|
|||||||||||
SWITZERLAND |
1.6% | |||||||||||
BANKING |
0.9% | |||||||||||
Credit Suisse Group AG, 5.25%, Claim(c)(d)(g)(j)(l)(m) |
|
1,600,000 | 136,000 | |||||||||
Credit Suisse Group AG, 6.375%, Claim(c)(d)(g)(j)(l)(m) |
|
2,000,000 | 170,000 | |||||||||
Credit Suisse Group AG, 7.50%, Claim(c)(d)(g)(j)(l)(m) |
|
600,000 | 51,000 | |||||||||
UBS Group AG, 6.875% to 8/7/25(a)(g)(i)(j)(k) |
|
5,400,000 | 5,414,121 | |||||||||
UBS Group AG, 6.85% to 9/10/29(d)(g)(i)(j) |
|
2,600,000 | 2,578,098 | |||||||||
UBS Group AG, 9.25% to 11/13/28(a)(d)(f)(g)(i)(j) |
|
7,000,000 | 7,584,999 | |||||||||
UBS Group AG, 9.25% to 11/13/33(a)(d)(f)(g)(i)(j) |
|
5,200,000 | 5,971,841 | |||||||||
|
|
|||||||||||
21,906,059 | ||||||||||||
|
|
Principal Amount* |
Value | |||||||||||
INSURANCE |
0.7% | |||||||||||
Argentum Netherlands BV for Swiss Re Ltd., 5.524% to 8/15/27(g)(i)(k) |
|
3,120,000 | $ | 3,098,894 | ||||||||
Argentum Netherlands BV for Swiss Re Ltd., 5.625% to 8/15/27, due 8/15/52(a)(i)(k) |
|
3,700,000 | 3,698,993 | |||||||||
Argentum Netherlands BV for Zurich Insurance Co. Ltd., 5.125% to 6/1/28, due 6/1/48(a)(i)(k) |
|
5,800,000 | 5,760,197 | |||||||||
Zurich Finance Ireland Designated Activity Co., 3.00% to 1/19/31, due 4/19/51(i)(k) |
|
4,000,000 | 3,419,790 | |||||||||
|
|
|||||||||||
15,977,874 | ||||||||||||
|
|
|||||||||||
TOTAL SWITZERLAND |
|
37,883,933 | ||||||||||
|
|
|||||||||||
UNITED KINGDOM |
2.3% | |||||||||||
BANKING |
1.9% | |||||||||||
Barclays PLC, 8.00% to 3/15/29(g)(i)(j) |
|
2,000,000 | 2,074,149 | |||||||||
Barclays PLC, 9.625% to 12/15/29(a)(f)(g)(i)(j) |
|
9,800,000 | 10,808,136 | |||||||||
HSBC Holdings PLC, 6.00% to 5/22/27(g)(i)(j) |
|
2,600,000 | 2,548,592 | |||||||||
HSBC Holdings PLC, 6.50% to 3/23/28(a)(g)(i)(j) |
|
2,800,000 | 2,790,342 | |||||||||
HSBC Holdings PLC, 6.875% to 9/11/29(g)(i)(j) |
|
4,400,000 | 4,390,902 | |||||||||
Lloyds Banking Group PLC, 6.75% to 9/27/31(g)(i)(j) |
|
4,000,000 | 3,835,609 | |||||||||
Lloyds Banking Group PLC, 7.50% to 9/27/25(a)(g)(i)(j) |
|
3,400,000 | 3,435,248 | |||||||||
NatWest Group PLC, 6.00% to 12/29/25(a)(g)(i)(j) |
|
2,000,000 | 1,994,199 | |||||||||
NatWest Group PLC, 8.00% to 8/10/25(a)(f)(g)(i)(j) |
|
6,000,000 | 6,070,086 | |||||||||
NatWest Group PLC, 8.125% to 11/10/33(g)(i)(j) |
|
3,000,000 | 3,202,581 | |||||||||
Standard Chartered PLC, 7.875% to 3/8/30(d)(g)(i)(j) |
|
2,000,000 | 2,082,487 | |||||||||
|
|
|||||||||||
43,232,331 | ||||||||||||
|
|
|||||||||||
INSURANCE |
0.1% | |||||||||||
Beazley Insurance DAC, 5.50%, due 9/10/29(k) |
|
2,600,000 | 2,551,250 | |||||||||
Lancashire Holdings Ltd., 5.625% to 3/18/31, due 9/18/41(a)(i)(k) |
|
1,300,000 | 1,207,375 | |||||||||
|
|
|||||||||||
3,758,625 | ||||||||||||
|
|
|||||||||||
TELECOMMUNICATIONS |
0.3% | |||||||||||
Vodafone Group PLC, 4.125% to 3/4/31, due 6/4/81(a)(i) |
|
2,090,000 | 1,852,519 | |||||||||
Vodafone Group PLC, 7.00% to 1/4/29, due 4/4/79(a)(f)(i) |
|
4,500,000 | 4,615,564 | |||||||||
|
|
|||||||||||
6,468,083 | ||||||||||||
|
|
|||||||||||
TOTAL UNITED KINGDOM |
|
53,459,039 | ||||||||||
|
|
Principal Amount* |
Value | |||||||||||
UNITED STATES |
10.8% | |||||||||||
BANKING |
4.7% | |||||||||||
Bank of America Corp., 5.875% to 3/15/28, Series FF(a)(g)(i) |
|
2,682,000 | $ | 2,691,876 | ||||||||
Bank of America Corp., 6.10% to 3/17/25, Series AA(a)(f)(g)(i) |
|
7,429,000 | 7,427,799 | |||||||||
Bank of America Corp., 6.30% to 3/10/26, Series DD(a)(f)(g)(i) |
|
6,000,000 | 6,048,438 | |||||||||
Bank of New York Mellon Corp., 4.625% to 9/20/26, Series F(a)(g)(i) |
|
3,500,000 | 3,425,940 | |||||||||
Charles Schwab Corp., 4.00% to 6/1/26, Series I(a)(f)(g)(i) |
|
6,983,000 | 6,762,651 | |||||||||
Charles Schwab Corp., 5.375% to 6/1/25, Series G(a)(g)(i) |
|
2,936,000 | 2,927,705 | |||||||||
Citigroup, Inc., 3.875% to 2/18/26, Series X(a)(f)(g)(i) |
|
3,250,000 | 3,163,616 | |||||||||
Citigroup, Inc., 4.15% to 11/15/26, Series Y(a)(f)(g)(i) |
|
2,310,000 | 2,202,451 | |||||||||
Citigroup, Inc., 5.95% to 5/15/25, Series P(a)(f)(g)(i) |
|
5,569,000 | 5,570,200 | |||||||||
Citigroup, Inc., 6.25% to 8/15/26, Series T(a)(f)(g)(i) |
|
7,850,000 | 7,873,393 | |||||||||
Citigroup, Inc., 7.625% to 11/15/28, Series AA(a)(g)(i) |
|
3,800,000 | 3,968,468 | |||||||||
Citizens Financial Group, Inc., 5.65% to 10/6/25, Series F(a)(g)(i) |
|
2,000,000 | 1,991,003 | |||||||||
CoBank ACB, 6.25% to 10/1/26, Series I(g)(i) |
|
2,866,000 | 2,861,733 | |||||||||
First Horizon Bank, 5.788% (3 Month USD Term SOFR + 1.112%, Floor 3.75%)(a)(d)(g)(h) |
|
1,806 | † | 1,343,213 | ||||||||
Goldman Sachs Group, Inc., 3.65% to 8/10/26, Series U(a)(g)(i) |
|
4,170,000 | 3,994,455 | |||||||||
Goldman Sachs Group, Inc., 4.125% to 11/10/26, Series V(a)(g)(i) |
|
1,000,000 | 956,977 | |||||||||
Goldman Sachs Group, Inc., 7.379% to 2/10/25, Series Q(a)(g)(i) |
|
1,000,000 | 1,001,094 | |||||||||
Goldman Sachs Group, Inc., 7.50% to 5/10/29, Series X(g)(i) |
|
2,290,000 | 2,394,686 | |||||||||
Huntington Bancshares, Inc., 4.45% to 10/15/27, Series G(a)(g)(i) |
|
1,000,000 | 957,908 | |||||||||
Huntington Bancshares, Inc., 5.625% to 7/15/30, Series F(a)(g)(i) |
|
894,000 | 876,966 | |||||||||
JPMorgan Chase & Co., 6.875% to 6/1/29, Series NN(g)(i) |
|
2,000,000 | 2,093,477 | |||||||||
PNC Financial Services Group, Inc., 6.20% to 9/15/27, Series V(a)(f)(g)(i) |
|
4,450,000 | 4,480,309 |
Principal Amount* |
Value | |||||||||||
PNC Financial Services Group, Inc., 6.25% to 3/15/30, Series W(g)(i) |
|
2,000,000 | $ | 2,023,828 | ||||||||
Regions Financial Corp., 5.75% to 6/15/25, Series D(a)(g)(i) |
|
1,849,000 | 1,838,163 | |||||||||
State Street Corp., 6.70% to 3/15/29, Series I(a)(g)(i) |
|
4,000,000 | 4,089,024 | |||||||||
State Street Corp., 6.70% to 9/15/29, Series J(a)(f)(g)(i) |
|
3,000,000 | 3,069,107 | |||||||||
Truist Financial Corp., 5.10% to 3/1/30, Series Q(a)(g)(i) |
|
2,109,000 | 2,049,028 | |||||||||
Truist Financial Corp., 5.125% to 12/15/27, Series M(a)(g)(i) |
|
500,000 | 489,808 | |||||||||
U.S. Bancorp, 5.30% to 4/15/27, Series J(a)(g)(i) |
|
1,500,000 | 1,482,777 | |||||||||
Wells Fargo & Co., 3.90% to 3/15/26, Series BB(a)(f)(g)(i) |
|
5,032,000 | 4,892,338 | |||||||||
Wells Fargo & Co., 5.875% to 6/15/25, Series U(a)(g)(i) |
|
2,796,000 | 2,797,927 | |||||||||
Wells Fargo & Co., 5.95%, due 12/15/36(a)(f) |
|
2,830,000 | 2,840,263 | |||||||||
Wells Fargo & Co., 6.85% to 9/15/29(g)(i) |
|
4,000,000 | 4,138,602 | |||||||||
Wells Fargo & Co., 7.625% to 9/15/28(a)(g)(i) |
|
3,390,000 | 3,605,684 | |||||||||
|
|
|||||||||||
108,330,907 | ||||||||||||
|
|
|||||||||||
ENERGY |
0.1% | |||||||||||
BP Capital Markets PLC, 4.875% to 3/22/30(g)(i) |
|
2,550,000 | 2,437,816 | |||||||||
|
|
|||||||||||
FINANCIAL SERVICES |
0.2% | |||||||||||
Discover Financial Services, 6.125% to 6/23/25, Series D(g)(i) |
|
5,566,000 | 5,549,314 | |||||||||
|
|
|||||||||||
HEALTH CARE |
0.1% | |||||||||||
CVS Health Corp., 7.00% to 12/10/29, due 3/10/55(i) |
|
3,000,000 | 3,017,566 | |||||||||
|
|
|||||||||||
INSURANCE |
2.3% | |||||||||||
Assurant, Inc., 7.00% to 3/27/28, due 3/27/48(a)(f)(i) |
|
3,700,000 | 3,764,594 | |||||||||
Athene Holding Ltd., 6.625% to 7/15/34, due 10/15/54(i) |
|
4,080,000 | 4,067,375 | |||||||||
Corebridge Financial, Inc., 6.375% to 9/15/34, due 9/15/54(i) |
|
2,000,000 | 1,991,322 | |||||||||
Corebridge Financial, Inc., 6.875% to 9/15/27, due 12/15/52(a)(f)(i) |
|
7,170,000 | 7,360,620 | |||||||||
Global Atlantic Fin Co., 7.95% to 7/15/29, due 10/15/54(d)(i) |
|
2,600,000 | 2,726,108 | |||||||||
Liberty Mutual Group, Inc., 7.80%, due 3/15/37(a)(d) |
|
1,680,000 | 1,872,001 | |||||||||
Lincoln National Corp., 9.25% to 12/1/27, Series C(a)(g)(i) |
|
2,500,000 | 2,735,815 | |||||||||
MetLife Capital Trust IV, 7.875%, due 12/15/37(a)(d)(f) |
|
5,850,000 | 6,395,138 | |||||||||
MetLife, Inc., 9.25%, due 4/8/38(a)(d)(f) |
|
6,500,000 | 7,652,717 |
Principal Amount* |
Value | |||||||||||
MetLife, Inc., 10.75%, due 8/1/39(a) |
|
1,000,000 | $ | 1,336,165 | ||||||||
Prudential Financial, Inc., 5.125% to 11/28/31, due 3/1/52(a)(f)(i) |
|
1,600,000 | 1,524,596 | |||||||||
Prudential Financial, Inc., 6.00% to 6/1/32, due 9/1/52(a)(f)(i) |
|
4,500,000 | 4,511,516 | |||||||||
Prudential Financial, Inc., 6.50% to 12/15/33, due 3/15/54(i) |
|
1,200,000 | 1,237,158 | |||||||||
Prudential Financial, Inc., 6.75% to 12/1/32, due 3/1/53(a)(f)(i) |
|
3,000,000 | 3,133,245 | |||||||||
Voya Financial, Inc., 7.758% to 9/15/28, Series A(a)(g)(i) |
|
1,310,000 | 1,382,395 | |||||||||
|
|
|||||||||||
51,690,765 | ||||||||||||
|
|
|||||||||||
PIPELINES |
0.5% | |||||||||||
Energy Transfer LP, 7.125% to 5/15/30, Series G(a)(g)(i) |
|
3,357,000 | 3,377,481 | |||||||||
Venture Global LNG, Inc., 9.00% to 9/30/29(a)(d)(g)(i) |
|
8,005,000 | 8,382,268 | |||||||||
|
|
|||||||||||
11,759,749 | ||||||||||||
|
|
|||||||||||
UTILITIES |
2.9% | |||||||||||
AES Corp., 7.60% to 10/15/29, due 1/15/55(i) |
|
2,000,000 | 2,055,247 | |||||||||
American Electric Power Co., Inc., 3.875% to 11/15/26, due 2/15/62(a)(i) |
|
4,200,000 | 3,969,847 | |||||||||
American Electric Power Co., Inc., 6.95% to 9/15/34, due 12/15/54(i) |
|
2,200,000 | 2,275,401 | |||||||||
CenterPoint Energy, Inc., 6.85% to 11/15/34, due 2/15/55, Series B(a)(i) |
|
3,780,000 | 3,870,863 | |||||||||
CenterPoint Energy, Inc., 7.00% to 11/15/29, due 2/15/55, Series A(i) |
|
3,510,000 | 3,619,245 | |||||||||
CMS Energy Corp., 4.75% to 3/1/30, due 6/1/50(a)(i) |
|
1,125,000 | 1,067,535 | |||||||||
Dominion Energy, Inc., 4.35% to 1/15/27, Series C(a)(f)(g)(i) |
|
8,000,000 | 7,786,223 | |||||||||
Dominion Energy, Inc., 6.875% to 11/3/29, due 2/1/55, Series A(i) |
|
4,180,000 | 4,345,438 | |||||||||
Entergy Corp., 7.125% to 9/1/29, due 12/1/54(i) |
|
3,800,000 | 3,882,566 | |||||||||
EUSHI Finance, Inc., 7.625% to 9/15/29, due 12/15/54(d)(i) |
|
2,000,000 | 2,085,608 | |||||||||
National Rural Utilities Cooperative Finance Corp., 7.125% to 6/15/28, due 9/15/53(a)(f)(i) |
|
2,240,000 | 2,316,758 | |||||||||
NextEra Energy Capital Holdings, Inc., 5.65% to 5/1/29, due 5/1/79(a)(f)(i) |
|
3,438,000 | 3,368,300 | |||||||||
NextEra Energy Capital Holdings, Inc., 6.70% to 6/1/29, due 9/1/54(a)(f)(i) |
|
4,000,000 | 4,081,175 | |||||||||
NextEra Energy Capital Holdings, Inc., 6.75% to 3/15/34, due 6/15/54(a)(i) |
|
1,500,000 | 1,540,473 |
Principal Amount* |
Value | |||||||||||
NiSource, Inc., 6.95% to 8/30/29, due 11/30/54(i) |
|
3,000,000 | $ | 3,061,826 | ||||||||
Sempra, 4.125% to 1/1/27, due 4/1/52(a)(i) |
|
2,500,000 | 2,398,203 | |||||||||
Sempra, 4.875% to 10/15/25(a)(f)(g)(i) |
|
5,780,000 | 5,719,234 | |||||||||
Sempra, 6.40% to 7/1/34, due 10/1/54(i) |
|
3,520,000 | 3,498,971 | |||||||||
Sempra, 6.875% to 7/1/29, due 10/1/54(a)(i) |
|
3,000,000 | 3,041,006 | |||||||||
Southern Co., 4.00% to 10/15/25, due 1/15/51, Series B(a)(f)(i) |
|
3,000,000 | 2,944,989 | |||||||||
|
|
|||||||||||
66,928,908 | ||||||||||||
|
|
|||||||||||
TOTAL UNITED STATES |
|
249,715,025 | ||||||||||
|
|
|||||||||||
TOTAL PREFERRED SECURITIES—OVER‑THE‑COUNTER (Identified cost—$496,249,554) |
|
506,495,142 | ||||||||||
|
|
|||||||||||
CORPORATE BONDS |
0.6% | |||||||||||
ITALY |
0.0% | |||||||||||
UTILITIES |
||||||||||||
Enel Finance International NV, 7.50%, due 10/14/32(a)(d) |
|
400,000 | 445,951 | |||||||||
|
|
|||||||||||
UNITED STATES |
0.6% | |||||||||||
REAL ESTATE |
0.2% | |||||||||||
Realty Income Corp., 3.40%, due 1/15/30(a)(f) |
|
3,060,000 | 2,845,331 | |||||||||
VICI Properties LP/VICI Note Co., Inc., 5.75%, due 2/1/27(a)(d)(f) |
|
1,700,000 | 1,715,809 | |||||||||
|
|
|||||||||||
4,561,140 | ||||||||||||
|
|
|||||||||||
UTILITIES |
0.4% | |||||||||||
American Electric Power Co., Inc., 5.75%, due 11/1/27(a) |
|
1,015,000 | 1,040,422 | |||||||||
Southern California Edison Co., 5.85%, due 11/1/27(a)(f) |
|
1,000,000 | 1,028,991 | |||||||||
Southern Co., 5.113%, due 8/1/27(a)(f) |
|
6,000,000 | 6,053,874 | |||||||||
|
|
|||||||||||
8,123,287 | ||||||||||||
|
|
|||||||||||
TOTAL UNITED STATES |
|
12,684,427 | ||||||||||
|
|
|||||||||||
TOTAL CORPORATE BONDS (Identified cost—$12,877,345) |
|
13,130,378 | ||||||||||
|
|
Shares/Units | Value | |||||||||||
WARRANTS |
0.0% | |||||||||||
UNITED STATES |
0.0% | |||||||||||
Net Power, Inc., strike price $11.50, expires 3/12/26(a)(c) |
|
182,834 | $ | 658,074 | ||||||||
|
|
|||||||||||
TOTAL WARRANTS (Identified cost—$621,635) |
|
658,074 | ||||||||||
|
|
|||||||||||
SHORT-TERM INVESTMENTS |
0.6% | |||||||||||
MONEY MARKET FUNDS |
||||||||||||
State Street Institutional Treasury Plus Money Market Fund, Premier Class, 4.42%(n) |
|
4,494,582 | 4,494,582 | |||||||||
State Street Institutional U.S. Government Money Market Fund, Premier Class, 4.43%(n) |
|
9,741,908 | 9,741,908 | |||||||||
|
|
|||||||||||
TOTAL SHORT-TERM INVESTMENTS (Identified cost—$14,236,490) |
|
14,236,490 | ||||||||||
|
|
|||||||||||
TOTAL INVESTMENTS IN SECURITIES (Identified cost—$2,724,612,467) |
140.6% | 3,242,675,319 | ||||||||||
WRITTEN OPTION CONTRACTS (Premiums received—$85,109) |
(0.0) | (179,560 | ) | |||||||||
LIABILITIES IN EXCESS OF OTHER ASSETS |
(40.6) | (936,967,265 | ) | |||||||||
|
|
|
|
|||||||||
NET ASSETS |
100.0% | $ | 2,305,528,494 | |||||||||
|
|
|
|
Description | Exercise Price |
Expiration Date |
Number of Contracts |
Notional Amount(o) |
Premiums Received |
Value | ||||||||||||||||||
Put—Norfolk Southern Corp. |
$ | 240.00 | 1/17/25 | (268 | ) | $ | (6,289,960 | ) | $ | (85,109 | ) | $ | (179,560 | ) | ||||||||||
|
Notional Amount | Fixed Rate Payable |
Fixed Payment Frequency |
Floating Rate Receivable (resets daily) |
Floating Payment Frequency |
Maturity Date | Value | Upfront Payments (Receipts) |
Unrealized Appreciation (Depreciation) |
||||||||||||||||||||||
$255,000,000 | 0.670% | Monthly | 4.604%(p) | Monthly | 9/15/25 | $ | 6,944,765 | $ | (16,859 | ) | $ | 6,961,624 | ||||||||||||||||||
212,500,000 | 1.240% | Monthly | 4.604%(p) | Monthly | 2/3/26 | 7,379,577 | (3,158 | ) | 7,382,735 | |||||||||||||||||||||
85,000,000 | 0.898% | Monthly | 4.604%(p) | Monthly | 5/1/26 | 3,928,640 | (10,601 | ) | 3,939,241 | |||||||||||||||||||||
255,000,000 | 1.237% | Monthly | 4.604%(p) | Monthly | 9/15/27 | 19,494,883 | (37,066 | ) | 19,531,949 | |||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||
$ | 37,747,865 | $ | (67,684 | ) | $ | 37,815,549 | ||||||||||||||||||||||||
|
|
OIS |
Overnight Indexed Swap | |
SOFR |
Secured Overnight Financing Rate | |
USD |
United States Dollar |
* | Amount denominated in U.S. dollars unless otherwise indicated. |
† | Represents shares. |
(a) | All or a portion of the security is pledged as collateral in connection with the Fund’s revolving credit agreement. $2,002,910,344 in aggregate has been pledged as collateral. |
(b) | Stapled security. A security contractually bound to one or more other securities to form a single saleable unit which cannot be sold separately. |
(c) | Non–income producing security. |
(d) | Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may only be resold to qualified institutional buyers. Aggregate holdings amounted to $155,727,061 which represents 6.8% of the net assets of the Fund, of which 0.0% are illiquid. |
(e) | All or a portion of the security is pledged in connection with exchange-traded written option contracts. $4,880,003 in aggregate has been pledged as collateral. |
(f) | A portion of the security has been rehypothecated in connection with the Fund’s revolving credit agreement. $877,643,874 in aggregate has been rehypothecated. |
(g) | Perpetual security. Perpetual securities have no stated maturity date, but they may be called/redeemed by the issuer. |
(h) | Variable rate. Rate shown is in effect at December 31, 2024. |
(i) | Security converts to floating rate after the indicated fixed–rate coupon period. |
(j) | Contingent Capital security (CoCo). CoCos are debt or preferred securities with loss absorption characteristics built into the terms of the security for the benefit of the issuer. Aggregate holdings amounted to $157,160,957 which represents 6.8% of the net assets of the Fund (4.8% of the managed assets of the Fund). |
(k) | Securities exempt from registration under Regulation S of the Securities Act of 1933. These securities are subject to resale restrictions. Aggregate holdings amounted to $41,968,246 which represents 1.8% of the net assets of the Fund, of which 0.0% are illiquid. |
(l) | Security is in default. |
(m) | Security value is determined based on significant unobservable inputs (Level 3). |
(n) | Rate quoted represents the annualized seven–day yield. |
(o) | Represents the number of contracts multiplied by notional contract size multiplied by the underlying price. |
(p) | Based on USD‑SOFR‑OIS. Represents rates in effect at December 31, 2024. |
Sector Summary | % of Managed Assets |
|||
Electric |
33.7 | |||
Midstream |
13.6 | |||
Banking |
9.4 | |||
Gas Distribution |
8.3 | |||
Communications |
6.3 | |||
Railways |
6.2 | |||
Airports |
6.2 | |||
Toll Roads |
3.8 | |||
Utilities |
3.2 | |||
Insurance |
3.0 | |||
Marine Ports |
2.5 | |||
Pipelines |
1.6 | |||
Other |
2.2 | |||
|
|
|||
100.0 | ||||
|
|
ASSETS: |
||||
Investments in securities, at value(a) (Identified cost—$2,724,612,467) |
$ | 3,242,675,319 | ||
Cash |
273,937 | |||
Cash collateral pledged for interest rate swap contracts |
9,857,253 | |||
Foreign currency, at value (Identified cost—$1,087,518) |
1,083,767 | |||
Receivable for: |
||||
Dividends and interest |
14,664,146 | |||
Variation margin on interest rate swap contracts |
118,611 | |||
Other assets |
8,280 | |||
|
|
|||
Total Assets |
3,268,681,313 | |||
|
|
|||
LIABILITIES: |
||||
Written option contracts, at value (Premiums received—$85,109) |
179,560 | |||
Payable for: |
||||
Credit agreement |
950,000,000 | |||
Interest expense |
4,273,153 | |||
Foreign capital gains tax |
4,005,928 | |||
Investment management fees |
2,382,056 | |||
Investment securities purchased |
1,518,180 | |||
Administration fees |
168,145 | |||
Directors’ fees |
254 | |||
Other liabilities |
625,543 | |||
|
|
|||
Total Liabilities |
963,152,819 | |||
|
|
|||
NET ASSETS |
$ | 2,305,528,494 | ||
|
|
|||
NET ASSETS consist of: |
||||
Paid‑in capital |
$ | 1,729,441,706 | ||
Total distributable earnings/(accumulated loss) |
576,086,788 | |||
|
|
|||
$ | 2,305,528,494 | |||
|
|
|||
NET ASSET VALUE PER SHARE: |
||||
($2,305,528,494 ÷ |
$ | |||
|
|
|||
MARKET PRICE PER SHARE |
$ | |||
|
|
|||
MARKET PRICE PREMIUM (DISCOUNT) TO NET ASSET VALUE PER SHARE |
% | |||
|
|
(a) | Includes $2,002,910,344 pledged as collateral, of which $877,643,874 has been rehypothecated in connection with the Fund’s credit agreement, as described in Note 7. |
Investment Income: |
||||
Dividend income (net of $4,626,440 of foreign withholding tax) |
$ | 109,871,004 | ||
Interest income |
28,765,665 | |||
European Union tax reclaims (See Note 1) |
973,222 | |||
|
|
|||
Total Investment Income |
139,609,891 | |||
|
|
|||
Expenses: |
||||
Interest expense |
56,476,708 | |||
Investment management fees |
27,492,914 | |||
Administration fees |
2,242,845 | |||
Shareholder reporting expenses |
938,192 | |||
Custodian fees and expenses |
233,643 | |||
European Union tax reclaim fees (See Note 1) |
194,645 | |||
Professional fees |
146,277 | |||
Directors’ fees and expenses |
95,496 | |||
Transfer agent fees and expenses |
22,830 | |||
Miscellaneous |
429,939 | |||
|
|
|||
Total Expenses |
88,273,489 | |||
|
|
|||
Net Investment Income (Loss) |
51,336,402 | |||
|
|
|||
Net Realized and Unrealized Gain (Loss): |
||||
Net realized gain (loss) on: |
||||
Investments in securities (net of $1,100,686 of foreign capital gains tax) |
116,380,076 | |||
Written option contracts |
2,324,068 | |||
Interest rate swap contracts |
35,521,157 | |||
Foreign currency transactions |
(983,467 | ) | ||
|
|
|||
Net realized gain (loss) |
153,241,834 | |||
|
|
|||
Net change in unrealized appreciation (depreciation) on: |
||||
Investments in securities (net of increase in accrued foreign capital gains tax of $761,669) |
89,728,113 | |||
Written option contracts |
(171,468 | ) | ||
Interest rate swap contracts |
(19,767,947 | ) | ||
Foreign currency translations |
(99,646 | ) | ||
|
|
|||
Net change in unrealized appreciation (depreciation) |
69,689,052 | |||
|
|
|||
Net Realized and Unrealized Gain (Loss) |
222,930,886 | |||
|
|
|||
Net Increase (Decrease) in Net Assets Resulting from Operations |
$ | 274,267,288 | ||
|
|
For the Year Ended December 31, 2024 |
For the Year Ended December 31, 2023 |
|||||||
Change in Net Assets: |
||||||||
From Operations: |
||||||||
Net investment income (loss) |
$ | 51,336,402 | $ | 44,364,276 | ||||
Net realized gain (loss) |
153,241,834 | 107,698,302 | ||||||
Net change in unrealized appreciation (depreciation) |
69,689,052 | (115,902,216 | ) | |||||
|
|
|
|
|||||
Net increase (decrease) in net assets resulting from operations |
274,267,288 | 36,160,362 | ||||||
|
|
|
|
|||||
Distributions to shareholders |
(179,439,120 | ) | (149,341,710 | ) | ||||
Tax return of capital to shareholders |
— | (29,565,253 | ) | |||||
|
|
|
|
|||||
Total distributions |
(179,439,120 | ) | (178,906,963 | ) | ||||
|
|
|
|
|||||
Capital Stock Transactions: |
||||||||
Issued as reinvestment of dividends and distributions (See Note 6) |
6,577,662 | 3,330,799 | ||||||
Net proceeds from sale of shares (See Note 6) |
— | 9,166,432 | (a) | |||||
|
|
|
|
|||||
Net increase (decrease) in net assets from capital stock transactions |
6,577,662 | 12,497,231 | ||||||
|
|
|
|
|||||
Total increase (decrease) in net assets |
101,405,830 | (130,249,370 | ) | |||||
Net Assets: |
||||||||
Beginning of year |
2,204,122,664 | 2,334,372,034 | ||||||
|
|
|
|
|||||
End of year |
$ | 2,305,528,494 | $ | 2,204,122,664 | ||||
|
|
|
|
(a) | Net of offering costs of $8,061 and sales charges of $74,026. |
Increase (Decrease) in Cash: |
||||
Cash Flows from Operating Activities: |
||||
Net increase (decrease) in net assets resulting from operations |
$ | 274,267,288 | ||
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by operating activities: |
||||
Purchases of long-term investments |
(1,025,576,285 | ) | ||
Proceeds from sales and maturities of long-term investments |
1,128,058,066 | |||
Net purchases, sales and maturities of short-term investments |
(2,639,641 | ) | ||
Net amortization of premium (accretion of discount) on investments in securities |
1,142,658 | |||
Net (increase) decrease in dividends and interest receivable and other assets |
474,685 | |||
Net (increase) decrease in receivable for variation margin on interest rate swap contracts |
(253,653 | ) | ||
Net increase (decrease) in interest expense payable, accrued expenses and other liabilities |
(573,593 | ) | ||
Net increase (decrease) in premiums received from written option contracts |
(404,916 | ) | ||
Net change in unrealized (appreciation) depreciation on written option contracts |
171,468 | |||
Net change in unrealized (appreciation) depreciation on investments in securities (net of $761,669 of foreign capital gains tax) |
(89,728,113 | ) | ||
Net realized (gain) loss on investments in securities (net of $1,100,686 of foreign capital gains tax) |
(116,380,076 | ) | ||
|
|
|||
Cash provided by (used for) operating activities |
168,557,888 | |||
|
|
|||
Cash Flows from Financing Activities: |
||||
Dividends and distributions paid |
(173,607,056 | ) | ||
|
|
|||
Increase (decrease) in cash and restricted cash |
(5,049,168 | ) | ||
Cash and restricted cash at beginning of year (including foreign currency) |
16,264,125 | |||
|
|
|||
Cash and restricted cash at end of year (including foreign currency) |
$ | 11,214,957 | ||
|
|
Cash |
$ | 273,937 | ||
Restricted cash |
9,857,253 | |||
Foreign currency |
1,083,767 | |||
|
|
|||
Total cash and restricted cash shown on the Statement of Cash Flows |
$ | 11,214,957 | ||
|
|
For the Year Ended December 31, | ||||||||||||||||||||
Per Share Operating Data: | 2024 | 2023 | 2022 | 2021 | 2020 | |||||||||||||||
Net asset value, beginning of year |
$22.88 | $24.36 | $28.28 | $24.62 | $27.73 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) from investment operations: |
||||||||||||||||||||
Net investment income (loss)(a) |
0.53 | (b) | 0.46 | (c) | 0.50 | 0.56 | 0.41 | |||||||||||||
Net realized and unrealized gain (loss) |
2.31 | (0.08 | ) | (2.56 | ) | 4.95 | (1.66 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total from investment operations |
2.84 | 0.38 | (2.06 | ) | 5.51 | (1.25 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Less dividends and distributions to shareholders from: |
||||||||||||||||||||
Net investment income |
(0.89 | ) | (0.84 | ) | (0.64 | ) | (0.54 | ) | (0.41 | ) | ||||||||||
Net realized gain |
(0.97 | ) | (0.71 | ) | (1.22 | ) | (1.32 | ) | (1.45 | ) | ||||||||||
Tax return of capital |
— | (0.31 | ) | — | — | — | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total dividends and distributions to shareholders |
(1.86 | ) | (1.86 | ) | (1.86 | ) | (1.86 | ) | (1.86 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Anti-dilutive effect from the issuance of shares |
— | 0.00 | (d) | 0.00 | (d) | 0.01 | — | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net increase (decrease) in net asset value |
0.98 | (1.48 | ) | (3.92 | ) | 3.66 | (3.11 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net asset value, end of year |
$23.86 | $22.88 | $24.36 | $28.28 | $24.62 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Market value, end of year |
$24.04 | $21.24 | $23.99 | $28.50 | $25.82 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total net asset value return(e) |
12.75 | % | 2.08 | % | -7.42 | % | 23.10 | % | -3.66 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total market value return(e) |
22.37 | % | -3.77 | % | -9.53 | % | 18.29 | % | 6.94 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
For the Year Ended December 31, | ||||||||||||||||||||
Ratios/Supplemental Data: | 2024 | 2023 | 2022 | 2021 | 2020 | |||||||||||||||
Net assets, end of year (in millions) |
$2,305.5 | $2,204.1 | $2,334.4 | $2,685.3 | $2,304.1 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Ratios to average daily net assets: |
||||||||||||||||||||
Expenses |
3.86 | %(b) | 3.97 | % | 2.44 | % | 2.19 | % | 2.53 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Expenses (excluding interest expense) |
1.39 | %(b) | 1.39 | % | 1.34 | % | 1.34 | % | 1.35 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net investment income (loss) |
2.25 | %(b) | 2.02 | %(c) | 1.94 | % | 2.10 | % | 1.73 | % | ||||||||||
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Ratio of expenses to average daily managed assets(f) |
2.73 | % | 2.77 | % | 1.76 | % | 1.59 | % | 1.83 | % | ||||||||||
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Portfolio turnover rate |
32 | % | 40 | % | 38 | % | 47 | % | 54 | % | ||||||||||
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Credit Agreement: |
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Asset coverage ratio for credit agreement |
343 | % | 332 | % | 346 | % | 383 | % | 371 | % | ||||||||||
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Asset coverage per $1,000 for credit agreement |
$ 3,427 | $ 3,320 | $ 3,457 | $ 3,827 | $ 3,711 | |||||||||||||||
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Amount of loan outstanding (in millions) |
$ 950.0 | $ 950.0 | $ 950.0 | $ 950.0 | $ 850.0 | |||||||||||||||
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(a) | Calculation based on average shares outstanding. |
(b) | Reflects income and expenses from European Union tax reclaims. Had the Fund not received these proceeds, the net investment income (loss) per share would have been $0.52, and the ratio of net investment income (loss) to average daily net assets would have been 2.22%. Additionally, the ratios of expenses to average daily net assets (including and excluding interest expense) include expenses related to the tax reclaims, however, the impact to both ratios is less than 0.01%. |
(c) | Reflects income from European Union tax reclaims, including related interest income. Had the Fund not received these proceeds, the net investment income (loss) per share would have been $0.40, and the ratio of net investment income (loss) to average daily net assets would have been 1.75%. |
(d) | Amount is less than $0.005. |
(e) | Total net asset value return measures the change in net asset value per share over the year indicated. Total market value return is computed based upon the Fund’s market price per share and excludes the effects of brokerage commissions. Dividends and distributions are assumed, for purposes of these calculations, to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. |
(f) | Average daily managed assets represent net assets plus the outstanding balance of the credit agreement. |
• | Level 1—quoted prices in active markets for identical investments |
• | Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, credit risk, etc.) |
• | Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
Quoted Prices in Active Markets for Identical Investments (Level 1) |
Other Significant Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Total | |||||||||||||
Common Stock: |
||||||||||||||||
Thailand |
$ | — | $ | 38,643,850 | $ | — | $ | 38,643,850 | ||||||||
Other Countries |
2,583,449,873 | — | — | 2,583,449,873 | ||||||||||||
Preferred Securities— Exchange-Traded |
86,061,512 | — | — | 86,061,512 | ||||||||||||
Preferred Securities—Over‑the‑Counter: | ||||||||||||||||
Switzerland |
— | 37,526,933 | 357,000 | (a) | 37,883,933 | |||||||||||
Other Countries |
— | 468,611,209 | — | 468,611,209 | ||||||||||||
Corporate Bonds |
— | 13,130,378 | — | 13,130,378 | ||||||||||||
Warrants |
658,074 | — | — | 658,074 | ||||||||||||
Short-Term Investments |
— | 14,236,490 | — | 14,236,490 | ||||||||||||
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Total Investments in Securities(b) |
$ | 2,670,169,459 | $ | 572,148,860 | $ | 357,000 | $ | 3,242,675,319 | ||||||||
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Interest Rate Swap Contracts |
$ | — | $ | 37,815,549 | $ | — | $ | 37,815,549 | ||||||||
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Total Derivative Assets(b) |
$ | — | $ | 37,815,549 | $ | — | $ | 37,815,549 | ||||||||
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Written Option Contracts |
$ | (179,560 | ) | $ | — | $ | — | $ | (179,560 | ) | ||||||
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Total Derivative Liabilities(b) |
$ | (179,560 | ) | $ | — | $ | — | $ | (179,560 | ) | ||||||
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(a) | Securities have been fair valued by the Valuation Committee pursuant to the Fund’s fair value procedures and classified as Level 3 securities. |
(b) | Portfolio holdings are disclosed individually on the Schedule of Investments. |
Ex‑Date/Record Date |
Payable Date |
Amount | ||
1/14/25 | 1/31/25 | $0.155 | ||
2/11/25 | 2/28/25 | $0.155 | ||
3/11/25 | 3/31/25 | $0.155 |
Assets |
Liabilities |
|||||||||||
Derivatives |
Location |
Fair Value | Location |
Fair Value | ||||||||
Equity Risk: |
||||||||||||
Written Option Contracts— Exchange‑Traded(a) |
— | $ | — | Written option contracts, at value |
$ | 179,560 | ||||||
Interest Rate Risk: |
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Interest Rate Swap Contracts(a) |
Receivable for variation margin on interest rate swap contracts | 37,815,549 | (b) | — | — |
(a) | Not subject to a master netting agreement or another similar arrangement. |
(b) | Amount represents the cumulative net appreciation (depreciation) on interest rate swap contracts as reported on the Schedule of Investments. The Statement of Assets and Liabilities only reflects the current day variation margin receivable from the broker. |
Derivatives |
Location |
Realized Gain (Loss) |
Change in Unrealized Appreciation (Depreciation) |
|||||||
Equity Risk: |
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Purchased Option Contracts(a) |
Net Realized and Unrealized Gain (Loss) | $ | 128,597 | $ | — | |||||
Written Option Contracts |
Net Realized and Unrealized Gain (Loss) | 2,324,068 | (171,468 | ) | ||||||
Interest Rate Risk: |
||||||||||
Interest Rate Swap Contracts |
Net Realized and Unrealized Gain (Loss) | 35,521,157 | (19,767,947 | ) |
(a) | Purchased option contracts are included in net realized gain (loss) and change in unrealized appreciation (depreciation) on investments in securities. |
Purchased Option Contracts |
Written Option Contracts |
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Average Notional Amount(a)(b) |
$ | 7,684,715 | $ | 19,799,180 |
(a) | Average notional amounts represent the average for all months in which the Fund had option contracts outstanding at month‑end. For the period, this represents two months for purchased option contracts and eleven months for written option contracts. |
(b) | Notional amount is calculated using the number of contracts multiplied by notional contract size multiplied by the underlying price. |
For the Year Ended December 31, |
||||||||
2024 | 2023 | |||||||
Ordinary income |
$ | 85,390,797 | $ | 98,934,622 | ||||
Long-term capital gain |
94,048,323 | 50,407,088 | ||||||
Tax return of capital |
— | 29,565,253 | ||||||
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|
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Total dividends and distributions |
$ | 179,439,120 | $ | 178,906,963 | ||||
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|
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Cost of investments in securities for federal income tax purposes |
$ | 2,730,055,345 | ||
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|
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Gross unrealized appreciation on investments |
$ | 658,880,413 | ||
Gross unrealized depreciation on investments |
(112,629,888 | ) | ||
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|
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Net unrealized appreciation (depreciation) on investments |
$ | 546,250,525 | ||
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|
|||
Undistributed ordinary income |
$ | 12,122,044 | ||
|
|
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Undistributed long-term capital gains |
$ | 16,745,571 | ||
|
|
Assumed Portfolio Total Return |
–10 | % | –5 | % | 0 | % | 5 | % | 10 | % | ||||||||||
Common Share Total Return |
– | % | – | % | – | % | % | % |
• | 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; |
• | inexperience with and potential losses resulting from a developing deregulatory environment; |
• | costs associated with compliance with and changes in environmental and other regulations; |
• | regulation or adverse actions by various government authorities; |
• | government regulation of rates charged to customers; |
• | service interruption due to environmental, operational or other mishaps; |
• | the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards; |
• | technological innovations that may render existing plants, equipment or products obsolete; and |
• | general changes in market sentiment towards infrastructure and utilities assets. |
• | Fluctuations in commodity prices may impact the volume of commodities transported, processed, stored or distributed. |
• | Reduced volumes of natural gas or other energy commodities available for transporting, processing, storing or distributing may affect the profitability of companies in the energy sector. |
• | Slowdowns in new construction and acquisitions can limit growth potential. |
• | A sustained reduced demand for crude oil, natural gas and refined petroleum products that could adversely affect revenues and cash flows. |
• | Depletion of the natural gas reserves or other commodities if not replaced, which could impact the ability of companies in the energy sector to make distributions. |
• | Changes in the regulatory environment could adversely affect the profitability of companies in the energy sector. |
• | Extreme weather or other natural disasters could impact the value of companies in the energy sector. |
• | Rising interest rates which could result in a higher cost of capital and divert investors into other investment opportunities. |
• | Threats of attack by terrorists on energy assets could impact the market for securities of companies in the energy sector. |
• | Weakening energy market fundamentals may increase counterparty risk and impact MLP profitability. Specifically, energy companies suffering financial distress may be able to abrogate contracts with MLPs, decreasing or eliminating sources of revenue. |
• | 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. Interest rates may change frequently and drastically as a result of various factors, including unexpected shifts in the domestic or global economy (or expectations that domestic or global economic policies will change). 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. 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. |
• | 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. |
• | 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 investment manager believes that doing so would be consistent with the Fund’s investment objective 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. |
• | declines in the value of real estate; |
• | risks related to general and local economic conditions; |
• | possible lack of availability of mortgage funds; |
• | overbuilding; |
• | extended vacancies of properties; |
• | increased competition; |
• | increases in property taxes and operating expenses; |
• | changes in zoning laws; |
• | losses due to costs resulting from the clean‑up of environmental problems; |
• | liability to third parties for damages resulting from environmental problems; |
• | casualty or condemnation losses; |
• | limitations on rents; |
• | changes in neighborhood values and the appeal of properties to tenants; |
• | changes in interest rates; |
• | financial condition of tenants, buyers and sellers of real estate; |
• | quality of maintenance, insurance and management services; |
• | falling home prices; |
• | failure of borrowers to repay their loans; |
• | early payment or restricting of mortgage loans; |
• | slower mortgage origination; and |
• | rising construction costs. |
Name, Address and Year of Birth(1) |
Position(s) Held With Fund |
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 Fund) |
Length of Time Served(3) | |||||||
Interested Directors(4) | ||||||||||||
Joseph M. Harvey 1963 |
Director, Chair | Until Next Election of Directors | Chief Executive Officer since 2022 and President from 2003 to 2024 of the investment manager, and Chief Executive Officer since 2022 and President from 2004 to 2024 of Cohen & Steers, Inc. (CNS). Chief Investment Officer of the investment manager from 2003 to 2019. Prior to that, Senior Vice President and Director of Investment Research of the investment manager. | 23 | Since 2014 | |||||||
Adam M. Derechin 1964 |
Director | Until Next Election of Directors | CFA; Chief Operating Officer of the investment manager since 2003 and CNS since 2004. President and Chief Executive Officer of the Funds from 2005 to 2021. | 23 | Since 2021 | |||||||
Independent Directors | ||||||||||||
Michael G. Clark 1965 |
Director | Until Next Election of Directors | CFA; From 2006 to 2011, President and Chief Executive Officer of DWS Funds and Managing Director of Deutsche Asset Management. | 23 | Since 2011 |
Name, Address and Year of Birth(1) |
Position(s) Held With Fund |
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 Fund) |
Length of Time Served(3) | |||||
George Grossman 1953 |
Director | Until Next Election of Directors | Attorney‑at‑law. | 23 | Since 1993 | |||||
Dean A. Junkans 1959 |
Director | Until Next Election of Directors | CFA; Advisor to SigFig (a registered investment advisor) from July 2018 to July 2022; 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; former Adjunct Professor and Executive-In-Residence, Bethel University, 2015 to 2022; former Board Member and Investment Committee Member, Bethel University Foundation, 2010 to 2022; former Corporate Executive Board Member of the National Chief Investment Officers Circle, 2010 to 2015; former Member of the Board of Governors of the University of Wisconsin Foundation, River Falls, 1996 to 2004; U.S. Army Veteran, Gulf War. | 23 | Since 2015 |
Name, Address and Year of Birth(1) |
Position(s) Held With Fund |
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 Fund) |
Length of Time Served(3) | |||||
Gerald J. Maginnis 1955 |
Director | Until Next Election of Directors | Philadelphia Office Managing Partner, KPMG LLP from 2006 to 2015; Partner in Charge, KPMG Pennsylvania Audit Practice from 2002 to 2008; President, Pennsylvania Institute of Certified Public Accountants (PICPA) from 2014 to 2015; Member, PICPA Board of Directors 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 from 2015 to 2020; Board Member and Audit Committee Chairman of inTEST Corporation since 2020; Chairman of the Advisory Board of Centri Consulting LLC since 2022. | 23 | Since 2015 | |||||
Jane F. Magpiong 1960 |
Director | Until Next Election of Directors | President, Untap Potential since 2013; Senior Managing Director, TIAA-CREF, from 2011 to 2013; National Head of Wealth Management, TIAA- CREF, from 2008 to 2011; President, Bank of America Private Bank from 2005 to 2008; Executive Vice President, Fleet Private Clients Group, from 2003 to 2004. | 23 | Since 2015 |
Name, Address and Year of Birth(1) |
Position(s) Held With Fund |
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 Fund) |
Length of Time Served(3) | |||||
Daphne L. Richards 1966 |
Director | Until Next Election of Directors | President and CIO of Ledge Harbor Management since 2016; Investment Committee Member of the Berkshire Taconic Community Foundation since 2015; Member of the Advisory Board of Northeast Dutchess Fund since 2016; former Independent Director of Cartica Management, LLC, 2015 to 2022; formerly worked at Bessemer Trust Company from 1999 to 2014; Frank Russell Company from 1996 to 1999; Union Bank of Switzerland from 1993 to 1996; Credit Suisse from 1990 to 1993; Hambros International Venture Capital Fund from 1988 to 1989. |
23 | Since 2017 |
Name, Address and Year of Birth(1) |
Position(s) Held With Fund |
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 Fund) |
Length of Time Served(3) | |||||
Ramona Rogers‑Windsor 1960 |
Director | Until Next Election of Directors | CFA; Member, Capital Southwest Board of Directors since 2021; Member, Thomas Jefferson University Board of Trustees since 2020; and its insurance subsidiary board, Partners Insurance Company, Inc., since 2023 Managing Director, Public Investments Department, Northwestern Mutual Investment Management Company, LLC from 2012 to 2019; former Member, Milwaukee Film, LLC Board of Directors from 2016 to 2019. | 23 | Since 2021 |
(1) | The address for each Director is 1166 Avenue of the Americas, 30th Floor, New York, NY 10036. |
(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 investment manager (Interested Directors). |
Name, Address and Year of Birth(1) |
Position(s) Held With Fund |
Principal Occupation During At Least the Past Five Years |
Length of Time Served(2) | |||
James Giallanza 1966 |
President and Chief Executive Officer | Executive Vice President of the investment manager since 2014. Prior to that, Senior Vice President of the investment manager since 2006. | Since 2006 | |||
Albert Laskaj 1977 |
Treasurer and Chief Financial Officer | Senior Vice President of the investment manager since 2019. Prior to that, Vice President of the investment manager since 2015. | Since 2015 | |||
Dana A. DeVivo 1981 |
Secretary and Chief Legal Officer | Senior Vice President of the investment manager since 2019. Prior to that, Vice President of the investment manager since 2013. | Since 2015 | |||
Stephen Murphy 1966 |
Chief Compliance Officer and Vice President | Senior Vice President of the investment manager since 2019. Prior to that, Managing Director at Mirae Asset Securities (USA) Inc. since 2017. | Since 2019 | |||
Benjamin Morton 1974 |
Vice President | Executive Vice President of the investment manager since 2019. Prior to that, Senior Vice President of investment manager since 2010. | Since 2013 | |||
Tyler S. Rosenlicht 1985 |
Vice President | Senior Vice President of the investment manager since 2018. Prior to that, Vice President of the investment manager since 2015. | Since 2015 | |||
Thuy Quynh Dang 1978 |
Vice President | Vice President of the investment manager since 2011. | Since 2022 | |||
Yigal D. Jhirad 1964 |
Vice President | Senior Vice President of the investment manager since 2007. | Since 2008 |
1 | The address of each officer is 1166 Avenue of the Americas, 30th Floor, New York, NY 10036. |
2 | Officers serve one‑year terms. The length of time served represents the year in which the officer was first elected as an officer of any fund in the Cohen & Steers fund complex. All of the officers listed above are officers of one or more of the other funds in the complex. |
Facts | What Does Cohen & Steers Do With Your Personal Information? | |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and account balances • Transaction history and account transactions • Purchase history and wire transfer instructions | |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Cohen & Steers chooses to share; and whether you can limit this sharing. |
Reasons we can share your personal information | Does Cohen & Steers share? |
Can you limit this sharing? | ||
For our everyday business purposes— such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or reports to credit bureaus |
Yes | No | ||
For our marketing purposes— to offer our products and services to you |
Yes | No | ||
For joint marketing with other financial companies— | No | We don’t share | ||
For our affiliates’ everyday business purposes— information about your transactions and experiences |
No | We don’t share | ||
For our affiliates’ everyday business purposes— information about your creditworthiness |
No | We don’t share | ||
For our affiliates to market to you— | No | We don’t share | ||
For non‑affiliates to market to you— | No | We don’t share | ||
Questions? Call 866-227-0757 |
Who we are | ||
Who is providing this notice? | Cohen & Steers Capital Management, Inc., Cohen & Steers Asia Limited, Cohen & Steers Japan Limited, Cohen & Steers UK Limited, Cohen & Steers Ireland Limited, Cohen & Steers Singapore Private Limited, Cohen & Steers Securities, LLC, Cohen & Steers Private Funds and Cohen & Steers Open and Closed‑End Funds (collectively, Cohen & Steers). | |
What we do | ||
How does Cohen & Steers protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We restrict access to your information to those employees who need it to perform their jobs, and also require companies that provide services on our behalf to protect your information. | |
How does Cohen & Steers collect my personal information? | We collect your personal information, for example, when you: • Open an account or buy securities from us • Provide account information or give us your contact information • Make deposits or withdrawals from your account We also collect your personal information from other companies. | |
Why can’t I limit all sharing? | Federal law gives you the right to limit only: • sharing for affiliates’ everyday business purposes—information about your creditworthiness • affiliates from using your information to market to you • sharing for non‑affiliates to market to you State law and individual companies may give you additional rights to limit sharing. | |
Definitions | ||
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. • Cohen & Steers does not share with affiliates. | |
Non‑affiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. • Cohen & Steers does not share with non‑affiliates. | |
Joint marketing | A formal agreement between non‑affiliated financial companies that together market financial products or services to you. • Cohen & Steers does not jointly market. |
• | Designed for investors seeking total return, investing primarily in U.S. real estate securities |
• | Symbols: CSJAX, CSJCX, CSJIX, CSRSX, CSJRX, CSJZX |
• | Designed for investors seeking total return, investing primarily in U.S. real estate securities |
• | Symbols: CSEIX, CSCIX, CREFX, CSDIX, CIRRX, CSZIX |
• | Designed for institutional investors seeking total return, investing primarily in U.S. real estate securities |
• | Symbol: CSRIX |
• | Designed for investors seeking total return, investing primarily in global real estate equity securities |
• | Symbols: CSFAX, CSFCX, CSSPX, GRSRX, CSFZX |
• | Designed for investors seeking total return, investing primarily in international (non‑U.S.) real estate securities |
• | Symbols: IRFAX, IRFCX, IRFIX, IRFRX, IRFZX |
• | Designed for investors seeking total return and the maximization of real returns during inflationary environments by investing primarily in real assets |
• | Symbols: RAPAX, RAPCX, RAPIX, RAPRX, RAPZX |
• | Designed for investors seeking total return (high current income and capital appreciation), investing primarily in preferred and debt securities issued by U.S. and non‑U.S. companies |
• | Symbols: CPXAX, CPXCX, CPXFX, CPXIX, CPRRX, CPXZX |
• | Designed for investors seeking high current income and capital preservation by investing in low‑duration preferred and other income securities issued by U.S. and non‑U.S. companies |
• | Symbols: LPXAX, LPXCX, LPXFX, LPXIX, LPXRX, LPXZX |
• | Designed for investors seeking total return, investing primarily in securities of traditional and alternative energy companies |
• | Symbols: MLOAX, MLOCX, MLOIX, MLORX, MLOZX |
• | Designed for investors seeking total return, investing primarily in global infrastructure securities |
• | Symbols: CSUAX, CSUCX, CSUIX, CSURX, CSUZX |
New York Stock Exchange Symbol: | UTF |


COHEN & STEERS ID: |
XXXXX XXXXX XXXXX XXXXX |
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Item 2. Code of Ethics.
The Registrant has adopted a code of ethics as defined in Item 2 of Form N-CSR that applies to its Principal Executive Officer and Principal Financial Officer (the “Code of Ethics”). The Code of Ethics was in effect during the reporting period. The registrant has not amended the Code of Ethics as described in Form N-CSR during the reporting period. The Registrant has not granted any waiver, including an implicit waiver, from a provision of the Code of Ethics as described in Form N-CSR during the reporting period. A current copy of the Code of Ethics is available on the Registrant’s website at https://assets.cohenandsteers.com/assets/content/uploads/Code_of_Ethics_for_Principal_Executive_and_Principal_Financial_Officers_of_the_Funds.pdf. Upon request, a copy of the Code of Ethics can be obtained free of charge by calling 800-330-7348 or writing to the Secretary of the Registrant, 1166 Avenue of the Americas, 30th Floor, New York, NY 10036.
Item 3. Audit Committee Financial Expert.
The Registrant’s board has determined that Gerald J. Maginnis qualifies as an audit committee financial expert based on his years of experience in the public accounting profession. The Registrant’s board has determined that Michael G. Clark qualifies as an audit committee financial expert based on his years of experience in the public accounting profession and the investment management and financial services industry. The Registrant’s board has determined that Ramona Rogers-Windsor qualifies as an audit committee financial expert based on her years of experience in the investment management and financial services industry. Each of Messrs. Maginnis and Clark and Ms. Rogers-Windsor is a member of the board’s audit committee, and each is independent as such term is defined in Form N-CSR.
Item 4. Principal Accountant Fees and Services.
(a) – (d) Aggregate fees billed to the Registrant for the fiscal years ended December 31, 2024 and December 31, 2023 for professional services rendered by the Registrant’s principal accountant were as follows:
2024 | 2023 | |||
Audit Fees |
$53,701 | $56,201 | ||
Audit-Related Fees |
$0 | $0 | ||
Tax Fees |
$26,486 | $26,486 | ||
All Other Fees |
$0 | $0 |
Tax fees were billed in connection with tax compliance services, including the review of federal and state tax returns and the computation of franchise tax amounts.
(e)(1) The Registrant’s audit committee is required to pre-approve audit and non-audit services performed for the Registrant by the principal accountant. The audit committee also is required to pre-approve non-audit services performed by the Registrant’s principal accountant for the Registrant’s investment advisor (not including any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor) and/or to any entity controlling, controlled by or under common control with the Registrant’s investment advisor that provides ongoing services to the Registrant, if the engagement for services relates directly to the operations and financial reporting of the Registrant.
The audit committee may delegate pre-approval authority to one or more of its members who are independent members of the board of directors of the Registrant. The member or members to whom such authority is delegated shall report any pre-approval decisions to the audit committee at its next scheduled meeting. The audit committee may not delegate its responsibility to pre-approve services to be performed by the Registrant’s principal accountant to the investment advisor.
(e)(2) No services included in (b) – (d) above were approved by the audit committee pursuant to paragraphs (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) For the fiscal years ended December 31, 2024 and December 31, 2023, the aggregate fees billed by the Registrant’s principal accountant for non-audit services rendered to the Registrant and for non-audit services rendered to the Registrant’s investment advisor (not including any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor) and/or to any entity controlling, controlled by or under common control with the Registrant’s investment advisor that provides ongoing services to the Registrant were:
2024 | 2023 | |||
Registrant |
$26,486 | $26,486 | ||
Investment Advisor |
$0 | $0 |
(h) The Registrant’s audit committee considered whether the provision of non-audit services that were rendered to the Registrant’s investment advisor (not including any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor) and/or to any entity controlling, controlled by or under common control with the Registrant’s investment advisor that provides ongoing services to the Registrant that were not required to be pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X was compatible with maintaining the principal accountant’s independence.
(i) Not applicable.
(j) Not applicable.
Item 5. Audit Committee of Listed Registrants.
(a) The Registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the committee are Gerald J. Maginnis (chair), Michael G. Clark and Ramona Rogers-Windsor.
(b) Not applicable.
Item 6. Investments.
(a) Included in Item 1 above.
(b) Not applicable.
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
Not applicable.
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
Not applicable.
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
Not applicable.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
Not applicable.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Not applicable.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The Registrant has delegated voting of proxies in respect of portfolio holdings to Cohen & Steers Capital Management, Inc. (“C&S”), in accordance with the policies and procedures set forth below.
COHEN & STEERS CAPITAL MANAGEMENT, INC.
STATEMENT OF POLICIES AND PROCEDURES REGARDING THE VOTING OF SECURITIES
This statement sets forth the policies and procedures that Cohen & Steers Capital Management, Inc. and its affiliated advisors (“Cohen & Steers”, “we” or “us”) follow in exercising voting rights with respect to securities held in its client portfolios. All proxy-voting rights that are exercised by Cohen & Steers shall be subject to this Statement of Policy and Procedures.
General Proxy Voting Guidelines
Objectives
Voting rights are an important component of corporate governance. Cohen & Steers has three overall objectives in exercising voting rights:
• | Responsibility. Cohen & Steers shall seek to ensure that there is an effective means in place to hold companies accountable for their actions. While management must be accountable to its board, the board must be accountable to a company’s shareholders. Although accountability can be promoted in a variety of ways, protecting shareholder voting rights may be among our most important tools. |
• | Rationalizing Management and Shareholder Concerns. Cohen & Steers seeks to ensure that the interests of a company’s management and board are aligned with those of the company’s shareholders. In this respect, compensation must be structured to reward the creation of shareholder value. |
• | Shareholder Communication. Since companies are owned by their shareholders, Cohen & Steers seeks to ensure that management effectively communicates with its owners about the company’s business operations and financial performance. It is only with effective communication that shareholders will be able to assess the performance of management and to make informed decisions on when to buy, sell or hold a company’s securities. |
General Principles
In exercising voting rights, Cohen & Steers shall conduct itself in accordance with the general principles set forth below.
• | The ability to exercise a voting right with respect to a security is a valuable right and, therefore, must be viewed as part of the asset itself. |
• | In exercising voting rights, Cohen & Steers shall engage in a careful evaluation of issues that may materially affect the rights of shareholders and the value of the security. |
• | Consistent with general fiduciary duties, the exercise of voting rights shall always be conducted with reasonable care, prudence and diligence. |
• | In exercising voting rights on behalf of clients, Cohen & Steers shall conduct itself in the same manner as if Cohen & Steers were the beneficial owner of the securities. |
• | To the extent reasonably possible, Cohen & Steers shall participate in each shareholder voting opportunity. |
• | Voting rights shall not automatically be exercised in favor of management-supported proposals. |
• | Cohen & Steers, and its officers and employees, shall never accept any item of value in consideration of a favorable proxy vote. |
General Guidelines
Set forth below are general guidelines that Cohen & Steers shall follow in exercising proxy voting rights:
• | Prudence. In making a proxy voting decision, Cohen & Steers shall give appropriate consideration to all relevant facts and circumstances, including the value of the securities to be voted and the likely effect any vote may have on that value. Since voting rights must be exercised on the basis of an informed judgment, investigation shall be a critical initial step. |
• | Third Party Views. While Cohen & Steers may consider the views of third parties, Cohen & Steers shall never base a proxy voting decision solely on the opinion of a third party. Rather, decisions shall be based on a reasonable and good faith determination as to how best to maximize shareholder value. |
• | Shareholder Value. Just as the decision whether to purchase or sell a security is a matter of judgment, determining whether a specific proxy resolution will increase the market value of a security is a matter of judgment as to which informed parties may differ. In determining how a proxy vote may affect the economic value of a security, Cohen & Steers shall consider both short-term and long-term views about a company’s business and prospects, especially in light of our projected holding period on the stock (e.g., Cohen & Steers may discount long-term views on a short-term holding). |
Specific Guidelines
Board and Director Proposals
Election of Directors
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, Cohen & Steers considers the following factors:
• | Whether the nominee attended less than 75 percent of the board and committee meetings without a valid excuse for the absences; |
• | Whether the nominee is an inside or affiliated outside director and sits on the audit, compensation, or nominating committees and/or the full board serves as the audit, compensation, or nominating committees or the company does not have one of these committees; |
• | Whether the board ignored a significant shareholder proposal that was approved by a majority of the votes cast in the previous year; |
• | Whether the board, without shareholder approval, 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 codes1; |
• | 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) 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, or fiduciary responsibilities at the company; |
• | Material failures of risk oversight including, but not limited to: |
• | Bribery; |
• | Large or serial fines from regulatory bodies; |
• | Demonstrably poor risk oversight of environmental and social issues, including climate change; |
• | Significant adverse legal judgments or settlements; |
• | Hedging of company stock by employees or directors of a company; or |
• | Significant pledging of company stock in the aggregate by officers or directors of a company; |
• | Whether the board has oversight of material climate-related risks and opportunities including, but not limited to: |
• | The transition and physical risks the company faces related to climate change on its operations and investment in terms of the impact on its business and financial condition, including the company’s related disclosures; |
• | How the board identifies, measures and manages such risks; and |
• | The board’s oversight of climate-related risk as a part of governance, strategy, risk management, and metrics and targets; |
• | Actions related to a nominee’s service on other boards that raise substantial doubt about such nominee’s ability to effectively oversee management and serve the best interests of shareholders at any company; and |
• | In the case of a nominee that is the chair of the nominating committee (or other directors on a case-by-case basis), whether the company’s board lacks diversity including, but not limited to, diversity of gender, ethnicity, race and background. |
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.
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. |
Board Composition and Gender Diversity
We encourage companies to continue to evolve diversity and inclusion practices. We generally vote against the chair of the nominating committee (or other directors on a case-by-case basis) at companies where the post-election board contains no female directors if the board has not included a female director during the last 12 months and the company has not articulated a plan to include a qualified female nominee.
Non-Disclosure of Board Nominees
Cohen & Steers generally votes against the election of director nominees if the names of the nominees are not disclosed prior to the meeting. However, Cohen & Steers recognizes that companies in certain emerging markets may have legitimate reasons for not disclosing nominee names. In such cases, if a company discloses a legitimate reason why such nominee names have not been disclosed, Cohen & Steers may vote for the nominees even if nominee names are not disclosed.
Majority Vote Requirement for Directors (SP)2
Cohen & Steers generally votes for proposals asking 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.
Separation of Chairman and CEO (SP)
Cohen & Steers generally votes for proposals to separate the CEO and chairman positions. However, Cohen & Steers does recognize 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 (SP)
Cohen & Steers reviews 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 Director (SP)
In cases where the CEO and chairman roles are combined or the chairman is not independent, Cohen & Steers votes for the appointment of a lead independent director.
Board Independence (SP)
Cohen & Steers believes that boards should have a majority of independent directors. Therefore, Cohen & Steers vote for proposals that require the board to be comprised of a majority of independent directors.
In general, Cohen & Steers considers 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, Cohen & Steers generally considers 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 (SP)
Cohen & Steers generally votes for proposals to limit the size of the board to 15 members or less.
2 | “SP” refers to a shareholder proposal. |
Classified Boards (SP)
Cohen & Steers generally votes in favor of proposals to declassify boards of directors. In voting on proposals to declassify a board of directors, Cohen & Steers evaluates all facts and circumstances, including whether: (i) the current management and board have a history of making good corporate and strategic decisions and (ii) the proposal is in the best interests of shareholders.
Tiered Boards (non-U.S.)
Cohen & Steers votes in favor of unitary boards as opposed to tiered board structures. Cohen & Steers believes that unitary boards offer flexibility while, with a tiered structure, there is a risk of upper tier directors becoming remote from the business, while lower tier directors become deprived of contact with outsiders of wider experience. No director should be excluded from the requirement to submit him/herself for re-election on a regular basis.
Independent Committees (SP)
Cohen & Steers votes for proposals requesting that a board’s audit, compensation and nominating committees consist only of independent directors.
Adoption of a Board with Audit Committee Structure (JAPAN)
Cohen & Steers votes for article amendments to adopt a board with an audit committee structure unless the structure obstructs shareholders’ ability to submit proposals on income allocation related issues or the company already has a 3-committee (U.S. style) structure.
Non-Disclosure of Board Compensation
Cohen & Steers generally votes against the election of director nominees at companies if the compensation paid to such directors is not disclosed prior to the meeting. However, Cohen & Steers recognizes 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, Cohen & Steers may vote for the nominees even if compensation is not disclosed.
Director and Officer Indemnification and Liability Protection
Cohen & Steers votes in favor of proposals providing indemnification for directors and officers for acts conducted in the normal course of business that is consistent with the laws of the jurisdiction of formation. Cohen & Steers 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. Cohen & Steers votes 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.
Directors’ Liability (non-U.S.)
These proposals ask shareholders to give discharge from responsibility for all decisions made during the previous financial year. Depending on the country, this resolution may or may not be legally binding, may not release the board from its legal responsibility, and does not necessarily eliminate the possibility of future shareholder action (although it does make such action more difficult to pursue).
Cohen & Steers will generally vote for the discharge of directors, including members of the management board and/or supervisory board, unless the board is not fulfilling its fiduciary duties as evidenced by:
• | A lack of oversight or actions by board members that amount to malfeasance or poor supervision, such as operating in private or company interest rather than in shareholder interest; |
• | Any legal issues (e.g., civil/criminal) aimed to hold the board liable for past or current actions that constitute a breach of trust, such as price fixing, insider trading, bribery, fraud, or other illegal actions; or |
• | Other egregious governance issues where shareholders are likely to bring legal action against the company or its directors. |
Directors’ Contracts (non-U.S.)
Best market practice about the appropriate length of directors’ service contracts varies by jurisdiction. As such, Cohen & Steers votes these proposals on a case-by-case basis taking into account the best interests of the company and its shareholders and local market practice.
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.
Cohen & Steers generally votes against in circumstances where there are an unacceptable number of problematic pay practices including:
• | Poor linkage between executive pay and company 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; and |
• | A lack of proportionality in the plan relative to the company’s size and peer group. |
Additional Disclosure of Executive and Director Pay (SP). Cohen & Steers generally votes for shareholder proposals that seek additional disclosure of executive and director pay information.
Frequency of Shareholder Votes on Executive Compensation. Cohen & Steers generally votes for annual shareholder advisory votes to approve executive compensation.
Golden Parachutes. In general, Cohen & Steers votes against golden parachutes because they impede potential takeovers that shareholders should be free to consider. Cohen & Steers opposes 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, Cohen & Steers votes on a case-by-case basis on proposals to approve golden parachute payments. Factors that may result in 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. |
Non-Executive Director Remuneration (non-U.S.). Cohen & Steers evaluates these proposals on a case-by-case basis taking into account the remuneration mix and the adequacy of the disclosure. Cohen & Steers believes that non-executive directors should be compensated with a mix of cash and equity to align their interests with the interests of shareholders. The details of such remuneration should be fully disclosed and provided with sufficient time for us to consider our vote.
Approval of Annual Bonuses for Directors and Statutory Auditors (JAPAN). Cohen & Steers generally supports the payment of annual bonuses to directors and statutory auditors except in cases of scandals or extreme underperformance.
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-trigger award vesting upon a 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 shareholding requirements. |
Cohen & Steers generally votes against compensation plan proposals if the combination of factors indicates that the plan, overall is not, in the interests of shareholders, 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. |
Equity Compensation Plans (non-U.S.). Cohen & Steers evaluates these proposals on a case-by-case basis. Share option plans should be clearly explained and fully disclosed to both shareholders and participants and put to shareholders for approval. Each director’s share options should be detailed, including exercise prices, expiration dates and the market price of the shares at the date of exercise. They should take into account appropriate levels of dilution. Options should vest in reference to challenging performance criteria, which are disclosed in advance. Share options should be fully expensed so that shareholders can assess their true cost to the company. The assumptions and methodology behind the expensing calculation should also be disclosed to shareholders.
Long-Term Incentive Plans (non-U.S.). A long-term incentive plan refers to any arrangement, other than deferred bonuses and retirement benefit plans, which require one or more conditions in respect of service and/or performance to be satisfied over more than one financial year.
Cohen & Steers evaluates these proposals on a case-by-case basis. Cohen & Steers generally votes in favor of plans with robust incentives and challenging performance criteria that are fully disclosed to shareholders in advance and vote against plans that are excessive or contain easily achievable performance metrics or where there is excessive discretion delegated to remuneration committees. Cohen & Steers would expect remuneration committees to explain why criteria are considered to be challenging and how they align the interests of shareholders with the interests of the plan participants. Cohen & Steers will also vote against proposals that lack sufficient disclosure.
Transferable Stock Options. Cohen & Steers evaluates on a case-by-case basis proposals to grant transferable stock options or otherwise permit the transfer of outstanding stock options, including the cost of the proposal and alignment with shareholder interests.
Approval of Cash or Cash-and-Stock Bonus Plans. Cohen & Steers votes 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. Cohen & Steers votes for the approval of employee stock purchase plans, although Cohen & Steers generally believes the discounted purchase price should not exceed 15% of the current market price.
401(k) Employee Benefit Plans. Cohen & Steers votes for proposals to implement a 401(k) savings plan for employees.
Pension Arrangements (non-U.S.). Cohen & Steers evaluates these proposals on a case-by-case basis. Pension arrangements should be transparent and cost-neutral to shareholders. Cohen & Steers believes it is inappropriate for executives to participate in pension arrangements that are materially different than those offered to other employees (such as continuing to participate in a final salary arrangement when employees have been transferred to a money purchase plan). One-off payments into individual director’s pension plans, changes to pension entitlements, and waivers concerning early retirement provisions must be fully disclosed and justified to shareholders.
Stock Ownership Requirements (SP). Cohen & Steers supports 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 (SP). Cohen & Steers generally votes against proposals requiring executives to hold stock received upon option exercise for a specific period of time.
Recovery of Incentive Compensation (SP). Cohen & Steers generally votes 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. Cohen & Steers generally votes 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. Cohen & Steers generally votes 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. Cohen & Steers may vote in favor of these proposals if Cohen & Steers receives 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. Cohen & Steers generally votes against the issuance of equity shares with pre-emptive rights. However, Cohen & Steers may vote for shareholder pre-emptive rights where such pre-emptive rights are necessary taking into 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 Cohen & Steers prefers that companies be permitted to issue shares without pre-emptive rights, in deference to international local practices, Cohen & Steers 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, Cohen & Steers votes against the adoption of a dual or multiple class capitalization structure. Cohen & Steers supports the one-share, one-vote principle for voting.
Restructurings/Recapitalizations. Cohen & Steers reviews 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, Cohen & Steers considers the following:
• | 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? |
• | Bankruptcy: generally approve proposals that facilitate debt restructurings unless there are clear signs of self-dealing or other abuses. |
Share Repurchase Programs. Cohen & Steers generally votes 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.
Cohen & Steers 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 (SP). Cohen & Steers votes 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. Cohen & Steers reviews proposals to ratify shareholder rights plans on a case-by-case basis taking into consideration the length of the plan.
Shareholder Rights Plans (JAPAN). Cohen & Steers reviews proposals on a case-by-case basis examining not only the features of the plan itself but also factors including share price movements, shareholder composition, board composition, and the company’s announced plans to improve shareholder value.
Reincorporation Proposals. Proposals to change a company’s jurisdiction of incorporation are examined on a case-by-case basis. When evaluating such proposals, Cohen & Steers reviews 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 (SP). Cohen & Steers reviews 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 proposals, Cohen & Steers takes 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 are 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.
Cohen & Steers votes 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. Cohen & Steers generally vote against proposals to adopt such charter provisions. Directors should base their decisions solely on the financial interests of the shareholders.
Spin-offs. Cohen & Steers evaluates 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. Cohen & Steers evaluates asset sales on a case-by-case basis taking into account the impact on the balance sheet/working capital, value received for the assets, and potential elimination of diseconomies.
Liquidations. Cohen & Steers evaluates liquidations on a case-by-case basis taking into account management’s efforts to pursue other alternatives, appraisal value of the assets, and the compensation plan for executives managing the liquidation.
Issuance of Debt (non-U.S.). Cohen & Steers evaluates these proposals on a case-by-case basis. Reasons for increased bank borrowing powers are numerous and varied, including allowing for normal growth of the company, the financing of acquisitions, and allowing increased financial leverage. Management may also attempt to borrow as part of a takeover defense. Cohen & Steers generally votes in favor of proposals that will enhance a company’s long-term prospects. Cohen & Steers votes against any uncapped or poorly-defined increase in bank borrowing powers or borrowing limits, issuances that would result in the company reaching an unacceptable level of financial leverage or a material reduction in shareholder value, or where such borrowing is expressly intended as part of a takeover defense.
Ratification of Auditors
Cohen & Steers generally votes for proposals to ratify auditors, auditor remuneration and/or proposals authorizing the board to fix audit fees, unless:
• | an auditor has a financial interest in or association with the company, and is therefore not independent; |
• | there is reason to believe that the independent auditor has rendered an opinion that is neither accurate nor indicative of the company’s financial position; |
• | the name of the proposed auditor and/or fees paid to the audit firm are not disclosed by the company 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 by 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
Cohen & Steers evaluates 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 pricing; length of the rotation period advocated in the proposal; and any significant audit related issues.
Auditor Indemnification
Cohen & Steers generally votes against auditor indemnification and limitation of liability. However, Cohen & Steers recognizes there may be situations where indemnification and limitations on liability may be appropriate.
Annual Accounts and Reports (non-U.S.)
Annual reports and accounts should be detailed and transparent and should be submitted to shareholders for approval in a timely manner as prescribed by law. They should meet accepted reporting standards such as those prescribed by the International Accounting Standards Board (IASB).
Cohen & Steers generally approves proposals relating to the adoption of annual accounts provided that:
• | The report has been examined by an independent external accountant and the accuracy of material items in the report is not in doubt; |
• | The report complies with legal and regulatory requirements and best practice provisions in local markets; |
• | the company discloses which portion of the remuneration paid to the external accountant relates to auditing activities and which portion relates to non-auditing advisory assignments; |
• | A report on the implementation of risk management and internal control measures is incorporated, including an in-control statement from company management; |
• | A report should include a statement of compliance with relevant codes of best practice for markets where they exist (e.g. for UK companies a statement of compliance with the Corporate Governance Code should be made, together with detailed explanations about any area(s) of non-compliance); |
• | A conclusive response is given to all queries from shareholders; and |
• | Other concerns about corporate governance have not been identified. |
Appointment of Internal Statutory Auditor (JAPAN)
Cohen & Steers evaluates these proposals on a case-by-case basis taking into account the work history of each nominee. If the nominee is designated as independent but has worked the majority of his or her career for one of the company’s major shareholders, lenders, or business partners, Cohen & Steers considers the nominee affiliated and will withhold support.
Shareholder Access and Voting Proposals
Proxy Access. Cohen & Steers reviews 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. Cohen & Steers generally supports 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. Cohen & Steers votes on a case-by-case basis on proposals requesting companies grant shareholders the ability to amend bylaws. Similar to proxy access, Cohen & Steers generally supports 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 (SP). In the absence of compelling reasons, Cohen & Steers will generally not support such proposals.
Shareholder Ability to Call Special Meetings (SP). Cohen & Steers votes on a case-by-case basis on 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 (SP). Cohen & Steers generally votes 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. Cohen & Steers generally votes 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 Cohen & Steers recognizes 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 management of the company.
Cumulative Voting (SP). 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 company. However, Cohen & Steers acknowledges 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, Cohen & Steers evaluates 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 director elections and a de-classified board.
Supermajority Vote Requirements (SP). Cohen & Steers generally supports proposals that seek to lower supermajority voting requirements.
Confidential Voting. Cohen & Steers votes for 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 dissident groups honor its confidential voting policy in the case of proxy contests.
Date/Location of Meeting (SP). Cohen & Steers votes against shareholder proposals to change the date or location of the shareholders’ meeting.
Adjourn Meeting if Votes Are Insufficient. Cohen & Steers generally votes 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 (SP). Cohen & Steers votes 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
Cohen & Steers believes that well-managed companies should be identifying, evaluating and assessing environmental and social issues and, where material to its business, managing exposure to environmental and social risks related to these issues. When considering management or shareholder proposals relating to these issues, because of the diverse nature of environmental and social proposals, Cohen & Steers evaluates these proposals on a case-by-case basis. The principles guiding our evaluation of these proposals include, but are not limited to:
• | The current level of publicly available disclosure from the company or other publicly available sources, including if the company already discloses similar information through existing reports or policies; |
• | Whether implementation of a proposal is likely to enhance or protect shareholder value; |
• | Whether a proposal can be implemented at a reasonable cost; |
• | Whether the information requested concerns business issues that relate to a meaningful percentage of the company’s business; |
• | The degree to which the company’s stated position on the issues raised in the proposal could affect its reputation or sales; |
• | Whether the company has already responded in some appropriate manner to the request embodied in the proposal; |
• | What other companies in the relevant industry have done in response to the issue addressed in the proposal; and |
• | Whether implementation would reveal proprietary or confidential information that could place the company at a competitive disadvantage. |
Environmental Proposals (SP). Cohen & Steers acknowledges that environmental considerations can pose significant investment risks and opportunities. Therefore, Cohen & Steers generally votes in favor of proposals requesting a company disclose information that will aid in the determination of material environmental issues impacting the company and, where material to its business, how the company is managing exposure to environmental risks related to these issues, taking into consideration the following factors:
• | The general factors listed above; and |
• | Whether the issues presented have already been effectively dealt with through governmental regulation or legislation. |
In particular in relation to climate-related risk and opportunities material to its business, we expect companies to help their investors understand how they may be impacted by such risk and opportunities, and how these factors are considered within strategy in a manner consistent with the company’s business model and sector. The principles guiding our evaluation of these proposals are:
• | The general factors listed above; |
• | The transition and physical risks the company faces related to climate change on its operations and investment in terms of the impact on its business and financial condition, including the company’s related disclosures; |
• | How the company identifies, measures and manages such risks; and |
• | The company’s approach to climate-related risk as part of governance, strategy, risk management, and metrics and targets. |
Social Proposals (SP). Cohen & Steers acknowledges that social considerations can pose significant risks and opportunities. There, Cohen & Steers general votes in favor of proposals requesting a company disclose information that will aid in the determination of material social issues impacting the company and, where material to its business, how the company is managing exposure to social risks related to these issues.
Cohen & Steers believes board and workforce diversity are beneficial to the decision-making process and can enhance long-term profitability. Therefore, Cohen & Steers generally votes in favor of proposals that seek to increase board and workforce diversity including, but not limited to, diversity of gender, ethnicity, race and background. Cohen & Steers votes 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. Cohen & Steers reviews on a case-by-case basis bundled or “conditioned” proposals. For items that are conditioned upon each other, Cohen & Steers examines the benefits and costs of the bundled items. In instances where the combined effect of the conditioned items is not in shareholders’ best interests, Cohen & Steers votes against such proposals. If the combined effect is positive, Cohen & Steers supports such proposals. In the case of bundled director proposals, Cohen & Steers will vote for the entire slate only if Cohen & Steers would have otherwise voted for each director on an individual basis.
Other Business. Cohen & Steers generally votes against proposals to approve other business where Cohen & Steers cannot determine the exact nature of the proposal(s) to be voted on.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
(a) Information pertaining to the portfolio managers of the Registrant, as of December 31, 2024, is set forth below:
Ben Morton
• Vice President
• Portfolio manager since 2009 |
Executive Vice President of C&S since 2019. Prior to that, Senior Vice President of C&S since 2010. | |
Elaine Zaharis-Nikas
• Portfolio manager since 2012 |
Executive Vice President of C&S since 2025. Prior to that, Senior Vice President of C&S since 2014. | |
Tyler Rosenlicht
• Vice President
• Portfolio Manager since 2022 |
Senior Vice President of C&S since 2018. Prior to that, Vice President of C&S since 2015. | |
Thuy Quynh Dang
• Vice President
• Portfolio Manager since 2022 |
Vice President of C&S since 2011. |
C&S utilizes a team-based approach in managing the Registrant. Mr. Morton directs and supervises the execution of the Registrant’s investment strategy, and leads and guides the other members of the team. Ms. Zaharis-Nikas manages the Registrant’s preferred securities investments.
Each portfolio manager listed above manages other investment companies and/or investment vehicles and accounts in addition to the Registrant. The following tables show, as of December 31, 2024, the number of other accounts each portfolio manager managed in each of the listed categories and the total assets in the other accounts managed within each category. None of these accounts have an advisory fee which is based on the performance of the account.
Ben Morton | Number of accounts | Total assets | ||||
• Registered investment companies |
5 | $ | 2,053,926,836 | |||
• Other pooled investment vehicles |
19 | $ | 2,462,572,865 | |||
• Other accounts |
14 | $ | 2,777,616,197 | |||
Elaine Zaharis-Nikas | Number of accounts | Total assets | ||||
• Registered investment companies |
11 | $ | 17,651,961,073 | |||
• Other pooled investment vehicles |
17 | $ | 3,199,153,054 | |||
• Other accounts |
17 | $ | 2,497,273,465 | |||
Tyler Rosenlicht | Number of accounts | Total assets | ||||
• Registered investment companies |
5 | $ | 2,053,926,836 | |||
• Other pooled investment vehicles |
19 | $ | 2,462,572,865 | |||
• Other accounts |
17 | $ | 3,000,990,020 | |||
Thuy Quynh Dang | Number of accounts | Total assets | ||||
• Registered investment companies |
3 | $ | 872,923,767 | |||
• Other pooled investment vehicles |
18 | $ | 2,410,158,124 | |||
• Other accounts |
14 | $ | 2,777,616,197 |
Share Ownership. The following table indicates the dollar range of securities of the Registrant owned by the Registrant’s portfolio managers as of December 31, 2024:
Dollar Range of Securities Owned | ||
Ben Morton |
$10,001-$50,000 | |
Elaine Zaharis-Nikas |
None | |
Tyler Rosenlicht |
None | |
Thuy Quynh Dang |
None |
Conflicts of Interest. It is possible that conflicts of interest may arise in connection with the portfolio manager’s management of the Registrant’s investments on the one hand and the investments of other accounts or vehicles for which the portfolio managers are responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Registrant and the other accounts or vehicles he advises. In addition, due to differences in the investment strategies or restrictions among the Registrant and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Registrant.
In some cases, another account managed by a portfolio manager may provide more revenue to the Registrant’s investment advisor. While this may appear to create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities, the investment advisor strives to ensure that portfolio managers endeavor to exercise their discretion in a manner that is equitable to all interested persons. In this regard, in the absence of specific account-related impediments (such as client-imposed restrictions or lack of available cash), it is the policy of the investment advisor to allocate investment ideas pro rata to all accounts with the same primary investment objective.
In addition, certain of the portfolio managers may from time to time manage one or more accounts on behalf of the Registrant’s investment advisor and its affiliated companies (the “CNS Accounts”). Certain securities held and traded in the CNS Accounts also may be held and traded in one or more client accounts. It is the policy of the investment advisor however not to put the interests of the CNS Accounts ahead of the interests of client accounts. The investment advisor may aggregate orders of client accounts with those of the CNS Accounts; however, under no circumstances will preferential treatment be given to the CNS Accounts. For all orders involving the CNS Accounts, purchases or sales will be allocated prior to trade placement, and orders that are only partially filled will be allocated across all accounts in proportion to the shares each account, including the CNS Accounts, was designated to receive prior to trading. As a result, it is expected that the CNS Accounts will receive the same average price as other accounts included in the aggregated order. Shares will not be allocated or re-allocated to the CNS Accounts after trade execution or after the average price is known. In the event so few shares of an order are executed that a pro-rata allocation is not practical, a rotational system of allocation may be used; however, the CNS Accounts will never be part of that rotation or receive shares of a partially filled order other than on a pro-rata basis.
Because certain CNS Accounts are managed with a cash management objective, it is possible that a security will be sold out of the CNS Accounts but continue to be held for one or more client accounts. In situations when this occurs, such security will remain in a client account only if the portfolio manager, acting in its reasonable judgment and consistent with its fiduciary duties, believes this is appropriate for, and consistent with the objectives and profile of, the client account.
Advisor Compensation Structure. Compensation of the investment advisor’s portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus and (3) annual stock-based compensation consisting generally of restricted stock units of the investment advisor’s parent, CNS. The investment advisor’s investment professionals, including the portfolio managers, also receive certain retirement, insurance and other benefits that are broadly available to all of its employees. Compensation of the investment advisor’s investment professionals is reviewed primarily on an annual basis.
Method to Determine Compensation. The Registrant’s investment advisor compensates its portfolio managers based primarily on the total return performance of funds and accounts managed by the portfolio manager versus appropriate peer groups or benchmarks. C&S uses a variety of benchmarks to evaluate each portfolio managers’ performance for compensation purposes, including the FTSE Global Core Infrastructure 50/50 Net Tax Index, the ICE BofA Fixed-Rate Preferred Securities Index, the S&P 500 Index and other broad based indexes based on the asset classes managed by each portfolio manager. In evaluating the performance of a portfolio manager, primary emphasis is normally placed on one- and three-year performance, with secondary consideration of performance over longer periods of time. Performance is evaluated on a pre-tax and pre-expense basis. In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to risk-adjusted performance. For funds and accounts with a primary investment objective of high current income, consideration will also be given to the fund’s and account’s success in achieving this objective. For portfolio managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis. The investment advisor has three funds or accounts with performance-based advisory fees. Portfolio managers are also evaluated on the basis of their success in managing their dedicated team of analysts. Base compensation for portfolio managers of the Advisor varies in line with the portfolio manager’s seniority and position with the firm.
Salaries, bonuses and stock-based compensation are also influenced by the operating performance of the Registrant’s investment advisor and CNS. While the annual salaries of the investment advisor’s portfolio managers are fixed, cash bonuses and stock based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors.
(b) Not applicable.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
None.
Note: On December 10, 2024, the Board of Directors of the Fund approved continuation of the delegation of its authority to management to effect repurchases, pursuant to management’s discretion and subject to market conditions and investment considerations, of up to 10% of the Fund’s common shares outstanding (“Share Repurchase Program”) as of January 1, 2025 through December 31, 2025.
Item 15. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board implemented after the registrant last provided disclosure in response to this Item.
Item 16. Controls and Procedures.
(a) The Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, based upon such officers’ evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.
(b) There were no changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
(a) | For the fiscal year ended December 31, 2024, the Registrant had the following dollar amounts of income and fees/compensation related to its securities lending activities: |
Total | ||||
Gross income from securities lending activities: | $1,840,294 | |||
Fees and/or compensation for securities lending activities and related services |
| |||
Fees paid to securities lending agent from a revenue split: |
— | |||
Fees paid for cash collateral management services (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split: |
— | |||
Administrative fees that are not included in the revenue split: |
— | |||
Indemnification fee not included in the revenue split: |
— | |||
Rebates paid to borrowers: |
— | |||
Other fees relating to the securities lending program not included in the revenue split: |
$1,840,294 | |||
Aggregate fees/compensation for securities lending activities and related services: | $1,840,294 | |||
Net income from securities lending activities: | $0 |
(b) | During the Registrant’s most recent fiscal year ended December 31, 2024, BNP Paribas Prime Brokerage International, Limited (“BNPP”) served as the Registrant’s securities lending agent. |
In connection with the use of a Credit Facility (the “BNP Credit Facility”) with BNPP, the Registrant permits BNPP, subject to certain conditions, to rehypothecate (i.e., lend to other counterparties) portfolio securities pledged by the Registrant.
As a securities lending agent, BNPP is responsible for the implementation and administration of the Registrant’s securities lending activities pursuant to the rehypothecation component of the BNP Credit Facility. BNPP, as a general matter, performs various services, including the following:
• | Locating borrowers; |
• | Monitoring daily the value of the loaned securities and collateral (i.e., the collateral posted by the party borrowing); |
• | Negotiation of loan terms; |
• | Selection of securities to be loaned; |
• | Recordkeeping and account servicing; |
• | Monitoring of dividend activity and material proxy votes relating to loaned securities, and; |
• | Arranging for return of loaned securities to the Registrant at loan termination. |
The Registrant does not compensate BNPP for its securities lending related services directly. Instead, the Registrant received a reduction in the interest rate charged under the BNP Credit Facility.
Item 18. Recovery of Erroneously Awarded Compensation.
Not applicable.
Item 19. Exhibits.
(a)(1) Not applicable.
(a)(2) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
COHEN & STEERS INFRASTRUCTURE FUND, INC.
By: | /s/ James Giallanza | |||
Name: James Giallanza Title: Principal Executive Officer (President and Chief Executive Officer) | ||||
Date: March 7, 2025 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: | /s/ James Giallanza | |||
Name: James Giallanza Title: Principal Executive Officer (President and Chief Executive Officer) | ||||
By: | /s/ Albert Laskaj | |||
Name: Albert Laskaj Title: Principal Financial Officer (Treasurer and Chief Financial Officer) | ||||
Date: March 7, 2025 |