Table of Contents

LOGO

280 PARK AVENUE

NEW YORK, NEW YORK 10017

(800) 437-9912

 

 

STATEMENT OF ADDITIONAL INFORMATION

March 1, 2023

This Statement of Additional Information (“SAI”) is not a prospectus, but supplements and should be read in conjunction with the current Prospectus of each fund listed below (each, a “Fund” and collectively, the “Funds”), as such Prospectuses may be supplemented from time to time:

 

Fund

 

Abbreviation

 

Share Class/Ticker

 

Fiscal Year End

 

Prospectus Date

Cohen & Steers Low Duration Preferred and Income Fund, Inc.   Low Duration Preferred and Income Fund  

Class A/LPXAX

Class C/LPXCX

Class F/LPXFX

Class I/LPXIX

Class R/LPXRX

Class Z/LPXZX

  April 30   September 1, 2022
Cohen & Steers Alternative Income Fund, Inc.   Alternative Income Fund  

Class A/DVFAX

Class C/DVFCX

Class F/DVVFX

Class I/DVFIX

Class R/DVFRX

Class Z/DVFZX

  October 31   March 1, 2023
Cohen & Steers Preferred Securities and Income SMA Shares, Inc.   Preferred Securities and Income SMA Shares   PISHX   October 31   March 1, 2023
Cohen & Steers MLP & Energy Opportunity Fund, Inc.   MLP & Energy Opportunity Fund  

Class A/MLOAX

Class C/MLOCX

Class F/MLOFX

Class I/MLOIX

Class R/MLORX

Class Z/MLOZX

  November 30   April 1, 2022
Cohen & Steers Global Infrastructure Fund, Inc.   Global Infrastructure Fund  

Class A/CSUAX

Class C/CSUCX

Class F/CSUFX

Class I/CSUIX

Class R/CSURX

Class Z/CSUZX

  December 31   May 1, 2022


Table of Contents

Fund

 

Abbreviation

 

Share Class/Ticker

 

Fiscal Year End

 

Prospectus Date

Cohen & Steers Global Realty Shares, Inc.   Global Realty Shares  

Class A/CSFAX

Class C/CSFCX

Class F/GRSFX

Class I/CSSPX

Class R/GRSRX

Class Z/CSFZX

  December 31   May 1, 2022
Cohen & Steers Institutional Realty Shares, Inc.   Institutional Realty Shares   CSRIX   December 31   May 1, 2022
Cohen & Steers International Realty Fund, Inc.   International Realty Fund  

Class A/IRFAX

Class C/IRFCX

Class F/IRFFX

Class I/IRFIX

Class R/IRFRX

Class Z/IRFZX

  December 31   May 1, 2022
Cohen & Steers Preferred Securities and Income Fund, Inc.   Preferred Securities and Income Fund  

Class A/CPXAX

Class C/CPXCX

Class F/CPXFX

Class I/CPXIX

Class R/CPRRX

Class Z/CPXZX

  December 31   May 1, 2022
Cohen & Steers Real Assets Fund, Inc.   Real Assets Fund  

Class A/RAPAX

Class C/RAPCX

Class F/RAPFX

Class I/RAPIX

Class R/RAPRX

Class Z/RAPZX

  December 31   May 1, 2022, supplemented on December 15, 2022
Cohen & Steers Real Estate Securities Fund, Inc.   Real Estate Securities Fund  

Class A/CSEIX

Class C/CSCIX

Class F/CREFX

Class I/CSDIX

Class R/CIRRX

Class Z/CSZIX

  December 31   May 1, 2022
Cohen & Steers Realty Shares, Inc.   Realty Shares  

Class A/CSJAX

Class C/CSJCX

Class F/CSJFX

Class I/CSJIX

Class L/CSRSX

Class R/CSJRX

Class Z/CSJZX

  December 31   May 1, 2022

This SAI is incorporated by reference in its entirety into each Prospectus. Copies of the SAI, the Prospectuses and each Fund’s Annual and Semi-Annual Reports may be obtained free of charge by writing to the address or calling the phone number shown above or by visiting cohenandsteers.com.

 

 


Table of Contents

 

 

TABLE OF CONTENTS

 

     Page  

Investment Strategies and Policies

     4  

Disclosure of Portfolio Holdings

     43  

Investment Restrictions

     45  

Management of the Funds

     50  

Compensation of Directors and Certain Officers

     61  

Principal Holders of Securities

     62  

Investment Advisory and Other Services

     79  

Portfolio Transactions and Brokerage

     94  

Organization and Description of Capital Stock

     99  

Dealer Reallowances

     101  

Distribution Plan

     102  

Shareholder Services Plan

     104  

Other Information

     105  

Reducing the Initial Sales Charge on Class A Shares

     106  

Contingent Deferred Sales Charges

     108  

Signature Guarantees

     110  

Purchases and Redemptions in-Kind

     111  

Taxation

     111  

Counsel and Independent Registered Public Accounting Firm

     129  

Financial Statements

     129  

Appendix A

     130  

Appendix B

     146  

 

3


Table of Contents

 

STATEMENT OF ADDITIONAL INFORMATION

 

 

Each Fund is a diversified or non-diversified open-end management investment company, as indicated below, and is organized as a Maryland corporation on the following respective dates:

 

Fund

  

Diversification Status

  

Date of Incorporation

Low Duration Preferred and Income Fund

   Diversified    September 2, 2015

Alternative Income Fund

   Diversified    November 8, 2004

Preferred Securities and Income SMA Shares

   Diversified    November 16, 2018

MLP & Energy Opportunity Fund

   Non-diversified    July 8, 2013

Global Infrastructure Fund

   Diversified    January 13, 2004

Global Realty Shares

   Diversified    February 14, 1997

Institutional Realty Shares

   Non-diversified    October 13, 1999

International Realty Fund

   Diversified    November 23, 2004

Preferred Securities and Income Fund

   Diversified    February 22, 2010

Real Assets Fund

   Diversified    October 25, 2011

Real Estate Securities Fund

   Non-diversified    July 3, 1997

Realty Shares

   Non-diversified    April 26, 1991

Institutional Realty Shares is a no-load Fund that offers a single class of shares. Preferred Securities and Income SMA Shares is a “no-fee” Fund that also offers a single class of shares. Each other Fund is a Multi-class Fund and, except for Low Duration Preferred and Income Fund, Preferred Securities and Income Fund, Real Estate Securities Fund, and Realty Shares, offers five share classes. Low Duration Preferred and Income Fund, Preferred Securities and Income Fund and Real Estate Securities Fund each offer six share classes, as Class F shares are currently available for purchase only in these three funds. Realty Shares also offers six share classes, as Class L shares are only available for purchase in this fund.

Much of the information contained in this SAI expands on subjects discussed in each Fund’s Prospectus. No investment in the shares of a Fund should be made without first reading the Prospectus.

 

 

INVESTMENT STRATEGIES AND POLICIES

 

 

The following chart, which supplements the information in each Fund’s Prospectus, indicates some of the specific investments and investment techniques applicable to each Fund. Additional policies and restrictions (including total or net asset limitations) are described in the Prospectus and below in this SAI. See the applicable Fund’s Prospectus and Additional Information Regarding Fund Investments in this SAI for more information, including important risk disclosure about the investments and investment techniques applicable to your Fund.

 

Types of Investments

  Low
Duration
Preferred
and
Income

Fund
  Alternative
Income
Fund
  Preferred
Securities
and
Income
SMA
Shares
  MLP &
Energy
Opportunity
Fund
  Global
Realty
Shares
  Institutional
Realty
Shares
  International
Realty
Fund
  Global
Infrastructure
Fund
  Preferred
Securities
and
Income
Fund
  Real
Assets
Fund
  Real
Estate
Securities
Fund
  Realty
Shares

Below Investment Grade Securities

                       

Borrowing for Investment Purposes

                       

 

4


Table of Contents

Types of Investments

  Low
Duration
Preferred
and
Income

Fund
  Alternative
Income
Fund
  Preferred
Securities
and
Income
SMA
Shares
  MLP &
Energy
Opportunity
Fund
  Global
Realty
Shares
  Institutional
Realty
Shares
  International
Realty
Fund
  Global
Infrastructure
Fund
  Preferred
Securities
and
Income
Fund
  Real
Assets
Fund
  Real
Estate
Securities
Fund
  Realty
Shares

Canadian Royalty Trusts

                       

Cayman Subsidiary

                       

Cash Reserves

                       

Commodities

                       

Companies in the Financials Sector

                       

Convertible Securities

                       

Credit Derivatives

                       

Debt Securities

                       

Energy Companies

                       

Exchange-Traded Notes

                       

Foreign Currency and Currency Hedging Transactions

                       

Futures Contracts and Options on Futures Contracts

                       

Foreign Securities

                       

Gold and Other Precious Metals

                       

Healthcare Companies

                       

Illiquid Securities

                       

Industrial Companies

                       

Master Limited Partnerships

                       

Natural Resource Companies

                       

Other Investment Companies

                       

Preferred Securities

                       

Real Estate Companies and Real Estate Investment Trusts

                       

Repurchase Agreements

                       

Securities Lending

                       

Short Sales

                       

Swap Transactions

  1      1    1            1       

Telecommunications and Media Companies

                       

Utility Companies

                       

Warrants and Rights

                       

(1)

Excludes commodity swaps.

 

 

ADDITIONAL INFORMATION REGARDING FUND INVESTMENTS

The following descriptions supplement the information set forth in the Prospectuses and in the table above relating to each Fund’s investments and risks. Except as otherwise provided in the Prospectuses or as discussed below, each Fund’s investment objective, strategies and investment policies are not

 

5


Table of Contents

fundamental and may be changed by the Board of Directors of the Fund without the approval of the shareholders; however, the Fund will not change its investment objective or policies without written notice to shareholders. In addition, shareholders will be provided with at least 60 days prior written notice of any change to a Fund’s “80%” investment policy as described in that Fund’s Prospectus (e.g., Real Estate Securities Fund’s policy of investing at least 80% of its total assets in income-producing common stocks and other equity securities issued by real estate companies, such as real estate investment trusts (“REITs”)).

 

 

BELOW INVESTMENT GRADE SECURITIES

For Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, Global Infrastructure Fund, Global Realty Shares, MLP & Energy Opportunity Fund, Preferred Securities and Income Fund, Real Assets Fund and Real Estate Securities Fund: The Fund may invest in securities that are rated below investment grade. Securities rated below investment grade are regarded as having predominately speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal, and these bonds are commonly referred to as “high yield” or “junk” securities. These securities are subject to a greater risk of default. The prices of these lower-grade securities are more sensitive to negative developments, such as a decline in the issuer’s revenues or a general economic downturn, than are the prices of higher-grade securities. Lower-grade securities tend to be less liquid than investment grade securities. The market values of lower-grade securities tend to be more volatile than investment grade securities. A security will be considered to be below investment grade if it is rated as such by one nationally recognized statistical rating organization (“NRSRO”) (for example, below Baa3 or BBB- by Moody’s Investors Services, Inc. (“Moody’s”) or Standard & Poor’s Ratings Services (“S&P”)) or, if unrated, are judged to be below investment grade by Cohen & Steers Capital Management, Inc. (the “Advisor”). Although a company’s senior debt rating may be, for example, BBB-, an underlying security issued by such company in which the Fund invests may have a lower rating. See Appendix B for a description of certain ratings.

Lower-rated securities, or equivalent unrated securities, may be considered speculative with respect to the issuer’s continuing ability to make principal and interest payments. Analysis of the creditworthiness of issuers of lower-rated securities may be more complex than for issuers of higher-quality debt securities, and a Fund’s ability to achieve its investment objective may, to the extent the Fund is invested in lower-rated securities, be more dependent upon such creditworthiness analysis than would be the case if the Fund were investing in higher quality securities. An issuer of these securities has a currently identifiable vulnerability to default and the issuer may be in default or there may be present elements of danger with respect to principal or interest.

The secondary markets in which lower-rated securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect the price at which the Fund could sell a particular lower-rated security when necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer, and could adversely affect and cause large fluctuations in the net asset value (“NAV”) of the Fund’s shares. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield securities.

It is reasonable to expect that any adverse economic conditions could disrupt the market for lower-rated securities, have an adverse impact on the value of those securities and adversely affect the ability of the issuers of those securities to repay principal or interest on those securities. New laws and proposed new laws may adversely impact the market for lower-rated securities.

 

6


Table of Contents

 

 

BORROWING FOR INVESTMENT PURPOSES

For each Fund (other than Global Realty Shares and Real Assets Fund): The Fund may not borrow money, or pledge its assets, except that the Fund may borrow money from banks for temporary or emergency purposes, including the meeting of redemption requests which might require the untimely disposition of securities.

Borrowing in the aggregate may not exceed 15%, and borrowing for purposes other than meeting redemptions may not exceed 5%, of the value of the Fund’s total assets (including the amount borrowed) less liabilities (not including the amount borrowed) at the time the borrowing is made. Outstanding borrowings in excess of 5% of the value of the Fund’s total assets will be repaid before any subsequent investments are made.

For Global Realty Shares: The Fund may not borrow money, except that it may borrow from banks to increase its holdings of portfolio securities in an amount not to exceed 30% of the value of its total assets and may borrow for temporary or emergency purposes from banks and entities other than banks in an amount not to exceed 5% of the value of its total assets; provided that aggregate borrowing at any time may not exceed 30% of the Fund’s total assets.

For Real Assets Fund: The Fund may borrow money to the extent permitted by the Investment Company Act of 1940 (“1940 Act”), which provides that the Fund may borrow from a bank provided that immediately after any such borrowing, total assets (including the amount borrowed) less liabilities other than debt obligations represent at least 300% of outstanding debt obligations.

 

 

CANADIAN ROYALTY TRUSTS

For Global Infrastructure Fund, MLP & Energy Opportunity Fund, Alternative Income Fund and Real Assets Fund: The Fund may invest in Canadian royalty trusts. A Canadian royalty trust is a trust whose securities are listed on a Canadian stock exchange and which controls an underlying company whose business is the acquisition, exploitation, production and sale of oil and natural gas. These trusts generally pay out to unit holders the majority of the cash flow that they receive from the production and sale of underlying oil and natural gas reserves. The amount of distributions paid on a Canadian royalty trust’s units will vary from time to time based on production levels, commodity prices, royalty rates and certain expenses, deductions and costs, as well as on the distribution payout ratio policy adopted. As a result of distributing the bulk of their cash flow to unit holders, the ability of a Canadian royalty trust to finance internal growth through exploration is limited. Therefore, Canadian royalty trusts typically grow through acquisition of additional oil and gas properties or producing companies with proven reserves of oil and gas, funded through the issuance of additional equity or, where the trust is able, additional debt.

 

 

CAYMAN SUBSIDIARY

For Real Assets Fund: The Real Assets Fund may invest up to 25% of its total assets in Cohen & Steers Real Assets Fund, Ltd., its wholly-owned subsidiary organized under the laws of the Cayman Islands (the “Subsidiary”). The Subsidiary may invest in commodity-linked derivative instruments, as described under “Commodities” and “Derivatives Transactions” below, and investments related to gold and precious metals as described under “Gold and Precious Metals” below.

 

7


Table of Contents

Since the Fund may invest a substantial portion of its assets in the Subsidiary, which may hold certain of the investments described in the Fund’s Prospectus and this SAI, the Fund may be considered to be investing indirectly in those investments through its Subsidiary. Therefore, references in the Fund’s Prospectus and in this SAI to investments by the Fund also may be deemed to include the Fund’s indirect investments through the Subsidiary.

The Subsidiary is not registered under the 1940 Act, and is not directly subject to its investor protections, except as noted in the Fund’s Prospectus or this SAI. However, the Subsidiary is wholly-owned and controlled by the Fund and managed by the Advisor. The Fund’s Board of Directors has oversight responsibility for the investment activities of the Fund, including its expected investment in the Subsidiary, and the Fund’s role as the sole shareholder of the Subsidiary. Also, in managing the Subsidiary’s portfolio, the Advisor is subject to the same investment policies and restrictions that apply to the management of the Fund, and, in particular, to the requirements relating to portfolio leverage, liquidity, brokerage, and the timing and method of the valuation of the Subsidiary’s portfolio investments and shares of the Subsidiary.

Changes in the laws of the United States (“U.S.”) (where the Fund is organized) and/or the Cayman Islands (where the Subsidiary is incorporated), could prevent the Fund and/or the Subsidiary from operating as described in the Fund’s Prospectus and this SAI and could negatively affect the Fund and its shareholders. For example, the Cayman Islands currently does not impose certain taxes on the Subsidiary, including income and capital gains tax, among others. If Cayman Islands laws were changed to require the Subsidiary to pay Cayman Islands taxes, the investment returns of the Fund would likely decrease.

 

 

CASH RESERVES

For each Fund: Each Fund’s cash reserves, in each case held to provide sufficient flexibility to take advantage of new opportunities for investments and for other cash needs, will be invested in money market instruments and generally will not exceed 15% of a Fund’s total assets. If the Advisor has difficulty finding an adequate number of undervalued equity securities, all or any portion of a Fund’s assets may also be invested temporarily in money market instruments. Cash reserves in excess of 20% of a Fund’s total assets will be maintained for defensive purposes only. These limitations on cash reserves do not apply to cash set aside to satisfy any applicable margin or collateral requirements for a Fund’s derivative positions.

Money market instruments in which a Fund may invest its cash reserves may consist of obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities and such obligations which are subject to repurchase agreements (see “Debt Securities—U.S. Government Obligations” below regarding U.S. government obligations and “Repurchase Agreements” below regarding repurchase agreements); commercial paper rated by any NRSRO, such as Moody’s Investors Moody’s or S&P; certificates of deposit; bankers’ acceptances issued by domestic banks having total assets in excess of one billion dollars, and money market mutual funds (see “Other Investment Companies”). A certificate of deposit is a negotiable interest-bearing instrument with a specific maturity. Certificates of deposit are issued by banks and savings and loan institutions in exchange for the deposit of funds, and normally can be traded in the secondary market prior to maturity. A bankers’ acceptance is a bill of exchange or time draft drawn on and accepted by a commercial bank.

 

8


Table of Contents

 

 

COMMODITIES

For Real Assets Fund and MLP & Energy Opportunity Fund: The Real Assets Fund gains exposure to commodities, either directly or through the Subsidiary, through commodity-linked derivative instruments such as commodity futures and forward contracts, commodity swaps agreements, options on commodity futures and structured notes linked to the value of commodities. Additional information on the Subsidiary is set forth under “Cayman Subsidiary” above. Additional information regarding specific commodity-linked derivatives is set forth under “Derivatives Transactions” below. The MLP & Energy Opportunity Fund gains exposure to commodities through its investment in master limited partnerships (“MLPs”) and related companies that operate in the energy sector. The Funds, either directly or through the Subsidiary for Real Assets Fund, may also gain exposure to commodities through investment in certain investment companies, including exchange-traded funds (“ETFs”), and other pooled investment vehicles that invest primarily in commodities or commodity-related instruments, and in exchange-traded notes (“ETNs”) linked to the value of commodities. The Real Assets Fund treats physically settled commodities contracts as cash-settled positions.

The prices of commodity-linked derivatives may move in different directions than investments in traditional equity and debt securities. For example, during periods of rising inflation, historically, debt securities have tended to decline in value due to the general increase in prevailing interest rates. Conversely, during those same periods of rising inflation, historically, the prices of certain commodities, such as oil and metals, have tended to increase. Of course, there cannot be any guarantee that these investments will perform in that manner in the future, and at certain times the price movements of commodity-linked investments have been parallel to debt and equity securities. The commodities markets may be especially vulnerable to risks of war, sanctions, trade disruptions and other geopolitical risks.

Historically, the correlation between the quarterly investment returns of commodities and the quarterly investment returns of traditional financial assets such as stocks and bonds generally was negative. This inverse relationship occurred generally because commodities have historically tended to increase and decrease in value during different parts of the business cycle than financial assets. Nevertheless, at various times, commodities prices may move in tandem with the prices of financial assets and thus may not provide overall portfolio diversification benefits.

The reverse may be true during “bull markets,” when the value of traditional securities such as stocks and bonds is increasing. The Funds’ commodity-related investments may be expected not to perform as well as an investment in traditional securities. Over the long term, the returns on the Funds’ commodity-related investments are expected to exhibit low or negative correlation with stocks and bonds.

 

 

COMPANIES IN THE FINANCIALS SECTOR

For Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, MLP & Energy Opportunity Fund, Preferred Securities and Income Fund and Real Assets Fund: Securities in which the Fund invests also may include securities of financial services companies. Companies in the financial services sector include commercial banks, industrial banks, insurance companies, savings institutions, finance companies, diversified financial services companies, investment banking firms, securities brokerage houses, investment advisory companies, leasing companies, real estate companies (including REITs) and companies providing similar services. The Funds may also have exposure to financial companies to the extent they are counterparties to the Funds’ derivative investments.

 

9


Table of Contents

Events that affect the financial services sector will have a greater effect on these Funds than they would on a fund that is more widely diversified among a number of unrelated industries. For example, financial services companies can be significantly affected by availability and cost of capital and changes in interest rates, insurance claims activity and general economic conditions. Financial services companies are subject to extensive government regulations, which can limit the types and amounts of loans and other commitments they make and the interest rates and fees they charge and can have a significant impact on profitability. Losses resulting from financial difficulties of borrowers and declines in the value of assets can negatively impact the financial services industries.

The financial services sector is also subject to relatively rapid changes as a result of industry consolidation trends which may result in distinctions between different financial service segments (for example, banking, insurance and brokerage businesses) becoming less clear. In the recent past, the financial services sector has experienced considerable financial distress, which has led to the implementation of government programs designed to ease that distress.

 

 

CONVERTIBLE SECURITIES

For each Fund: Each Fund may invest in convertible securities. Convertible securities are preferred stocks or debt obligations that are convertible into common stock. They generally offer lower interest or dividend yields than non-convertible securities of similar quality. Convertible securities have both equity and fixed-income risk characteristics. Like all fixed-income securities, the value of convertible securities is susceptible to the risk of market losses attributable to changes in interest rates. Generally, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the market price of the common stock underlying a convertible security approaches or exceeds the conversion price of the convertible security, the convertible security tends to reflect the market price of the underlying common stock. As the market price of the underlying common stock declines, the convertible security, like a fixed-income security, tends to trade increasingly on a yield basis, and thus, may not decline in price to the same extent as the underlying common stock. The markets for convertible securities may be less liquid than markets for common stocks or bonds.

 

 

CREDIT DERIVATIVES

For Low Duration Preferred and Income Fund, Preferred Securities and Income SMA Shares, MLP & Energy Opportunity Fund, Preferred Securities and Income Fund, Alternative Income Fund and Real Assets Fund: Credit derivative transactions include those involving default price risk derivatives and market spread derivatives. Default price risk derivatives are linked to the price of reference securities or loans after a default by the issuer or borrower, respectively. Market spread derivatives are based on the risk that changes in market factors, such as credit spreads, can cause a decline in the value of a security, loan or index. There are three basic transactional forms for credit derivatives: swaps, options and structured instruments. The use of credit derivatives is a highly specialized activity which involves strategies and risks different from those associated with ordinary portfolio security transactions. The risk of loss in a credit derivative transaction varies with the form of the transaction. For example, if the Fund purchases a default option on a security, and if no default occurs with respect to the security, the Fund’s loss is limited to the premium it paid for the default option. In contrast, if there is a default by the grantor of a default option, a Fund’s loss will include both the premium it paid for the option and the decline in value of the underlying security that the default option hedged. If a Fund is a buyer in a credit default swap agreement and no credit event occurs, the Fund recovers nothing if the swap is held through its

 

10


Table of Contents

termination date. However, if a credit event occurs, the Fund may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value. As a seller, a Fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap, which typically is between six months and three years, provided that there is no credit event. If a credit event occurs, generally the seller must pay the buyer the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value.

 

 

CYBER SECURITY RISKS

For each Fund: With the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, the Fund and its service providers (including the Advisor and Subadvisors) may be prone to operational and information security risks resulting from cyber-attacks and/or other technological malfunctions. In general, cyber-attacks are deliberate, but unintentional events may have similar effects. Cyber-attacks include, among others, stealing or corrupting data maintained online or digitally, preventing legitimate users from accessing information or services on a website, releasing confidential information without authorization, gaining unauthorized access to digital systems for purposes of misappropriating assets and causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service. Successful cyber-attacks against, or security breakdowns of, the Fund, the Advisor, the Subadvisors (if applicable), or a custodian, transfer agent, or other affiliated or third-party service provider may adversely affect the Fund or its shareholders. For instance, cyber-attacks may interfere with the processing of shareholder transactions, affect the Fund’s ability to calculate its NAV, cause the release of private shareholder information or confidential Fund information, impede trading, cause reputational damage, and subject the Fund to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and additional compliance costs. Furthermore, as a result of breaches in cyber security or other operational and technology disruptions or failures, an exchange or market may close or issue trading halts on specific securities or an entire market, which may result in a Fund being, among other things, unable to buy or sell certain securities or financial instruments or unable to accurately price its investments. While the Fund has established business continuity plans and systems designed to prevent cyber-attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Similar types of cyber security risks also are present for issuers of securities in which the Fund invests, which could result in material adverse consequences for such issuers, and may cause the Fund’s investment in such securities to lose value.

Each of the Fund, the Advisor and the Subadvisors (if applicable) may have limited ability to prevent or mitigate cyber-attacks or security or technology breakdowns affecting each Fund’s third-party service providers. While the Fund has established business continuity plans and systems designed to prevent or reduce the impact of cyber-attacks, such plans and systems are subject to inherent limitations.

 

 

DEBT SECURITIES

For Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, Global Infrastructure Fund, Preferred Securities and Income Fund, MLP & Energy Opportunity Fund, Real Assets Fund and Real Estate Securities Fund: Each Fund may invest in debt securities (also referred to as “fixed-income” securities) to the extent described in its Prospectus.

 

11


Table of Contents

Debt securities may pay fixed or variable rates of interest. Bonds and other debt securities generally are issued by corporations and other issuers to borrow money from investors. The value of debt securities may fluctuate based on changes in interest rates and the issuer’s financial condition. When interest rates rise or the issuer’s financial condition worsens or is perceived by the market to be at greater risk, the value of debt securities tends to decline.

Corporate Debt Obligations. The Funds may invest in investment grade or below investment grade U.S. dollar-denominated debt obligations issued or guaranteed by U.S. corporations or U.S. commercial banks, U.S. dollar-denominated obligations of foreign issuers and debt obligations of foreign issuers denominated in foreign currencies. Such debt obligations include, among others, bonds, notes, debentures and variable rate demand notes. In choosing corporate debt securities on behalf of a Fund, its portfolio managers may consider (i) general economic and financial conditions; (ii) the specific issuer’s (a) business and management, (b) cash flow, (c) earnings coverage of interest and dividends, (d) ability to operate under adverse economic conditions, (e) fair market value of assets, and (f) in the case of foreign issuers, unique political, economic or social conditions applicable to such issuer’s country; and, (iii) other considerations deemed appropriate.

U.S. Government Obligations. The Funds may invest in U.S. government obligations. Obligations issued or guaranteed by the U.S. government, its agencies and instrumentalities include bills, notes and bonds issued by the U.S. Treasury, as well as “stripped” or “zero coupon” U.S. Treasury obligations representing future interest or principal payments on U.S. Treasury notes or bonds. Stripped securities are sold at a discount to their “face value,” and may exhibit greater price volatility than interest-bearing securities because investors receive no payment until maturity.

Obligations of certain agencies and instrumentalities of the U.S. government are supported by the right of the issuer to borrow from the U.S. Treasury. Other obligations of certain agencies and instrumentalities of the U.S. government are supported only by the credit of the instrumentality. The U.S. government may choose not to provide financial support to U.S. government-sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer were to default, the Fund might not be able to recover their investment from the U.S. government.

Mortgage-backed and Asset-backed Securities. Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, MLP & Energy Opportunity Fund, Preferred Securities and Income Fund, Real Estate Securities Fund and Real Assets Fund may also invest in mortgage- and asset-backed securities. Mortgage-backed securities are mortgage-related securities issued or guaranteed by the U.S. government, its agencies and instrumentalities, or issued by non-government entities. Mortgage-related securities represent pools of mortgage loans assembled for sale to investors by various government agencies, as well as by non-government issuers such as commercial banks, savings and loan institutions, mortgage bankers and private mortgage insurance companies. Although certain mortgage-related securities are guaranteed by a third party or otherwise similarly secured, the market value of the security, which may fluctuate, is not guaranteed.

Other asset-backed securities are structured like mortgage-backed securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such items as motor vehicle installment sales or installment loan contracts, leases of various types of real and personal property, and receivables from credit card agreements and from sales of personal property. Regular payments received in respect of such securities include both interest and principal. Asset-backed securities typically have no U.S. government backing. Additionally, the ability of an issuer of asset-backed securities to enforce its security interest in the underlying assets may be limited.

 

12


Table of Contents

If a Fund purchases a mortgage-backed or other asset-backed security at a premium, that portion may be lost if there is a decline in the market value of the security whether resulting from changes in interest rates or prepayments in the underlying collateral. As with other interest-bearing securities, the prices of such securities are inversely affected by changes in interest rates. Although the value of a mortgage-backed or other asset-backed security may decline when interest rates rise, the converse is not necessarily true, since in periods of declining interest rates the mortgages and loans underlying the securities are prone to prepayment, thereby shortening the average life of the security and shortening the period of time over which income at the higher rate is received.

When interest rates are rising, the rate of prepayment tends to decrease, thereby lengthening the period of time over which income at the lower rate is received. For these and other reasons, a mortgage-backed or other asset-backed security’s average maturity may be shortened or lengthened as a result of interest rate fluctuations and, therefore, it is not possible to predict accurately the security’s return.

Collateralized Mortgage Obligations (“CMOs”). Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, MLP & Energy Opportunity Fund, Preferred Securities and Income Fund, Real Estate Securities Fund and Real Assets Fund may invest in CMOs. A CMO is a hybrid between a mortgage-backed bond and a mortgage pass-through security. A CMO is a type of mortgage-backed security that creates separate classes with varying maturities and interest rates, called tranches. Similar to a bond, interest and prepaid principal is paid, in most cases, semi-annually.

CMOs may be collateralized by whole mortgage loans but, are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by the U.S. government, and their income streams. CMOs are structured into multiple classes, each bearing a different stated maturity. Actual maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes receive principal only after the first class has been retired. An investor is partially guarded against a sooner than desired return of principal because of the sequential payments.

In a typical CMO transaction, an issuer issues multiple series (e.g., Series A, B, C and Z) of CMO bonds (“Bonds”). Proceeds of the Bond offering are used to purchase mortgages or mortgage pass-through certificates (“Collateral”). The Collateral is pledged to a third-party trustee as security for the Bonds. Principal and interest payments from the Collateral are used to pay principal on the Bonds in the following order: Series A, B, C and Z. The Series A, B, and C Bonds all bear current interest. Interest on a Series Z Bond is accrued and added to principal and a like amount is paid as principal on the Series A, B, or C Bond currently being paid off. Only after the Series A, B, and C Bonds are paid in full does the Series Z Bond begin to receive payment. With some CMOs, the issuer serves as a conduit to allow loan originators (primarily builders or savings and loan associations) to borrow against their loan portfolios.

Municipal Securities. Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund may invest in “Municipal Securities,” which includes debt obligations of states, territories or possessions of the U.S., including its political subdivisions, agencies and instrumentalities. Municipal Securities are issued to obtain funds for various public purposes, including the construction of a wide range of public facilities such as airports, bridges, highways, housing, hospitals, mass transportation, schools, streets and water and sewer works. Other public

 

13


Table of Contents

purposes for which Municipal Securities may be issued include the refunding of outstanding obligations, obtaining funds for general operating expenses and lending such funds to other public institutions and facilities. In addition, certain types of industrial development bonds are issued by or on behalf of public authorities to obtain funds to provide for the construction, equipment, repair or improvement of privately operated housing facilities, airport, mass transit, industrial, port or parking facilities, air or water pollution control facilities and certain local facilities for water supply, gas, electricity or sewage or solid waste disposal. The principal and interest payments for industrial development bonds or pollution control bonds are often the sole responsibility of the industrial user and therefore may not be backed by the taxing power of the issuing municipality. The interest paid on such bonds may be exempt from federal income tax, although current federal tax laws place substantial limitations on the purposes and size of such issues. Such obligations are considered to be Municipal Securities provided that the interest paid thereon, in the opinion of bond counsel, qualifies as exempt from federal income tax. However, interest on Municipal Securities may give rise to a federal alternative minimum tax (“AMT”) liability and may have other collateral federal income tax consequences. The Funds do not anticipate meeting the requirements under the Internal Revenue Code of 1986, as amended (the “Code”) to pass through the tax-free character of income from municipal securities to the Funds’ shareholders.

The two major classifications of Municipal Securities are bonds and notes. Bonds may be further classified as “general obligation” or “revenue” issues. General obligation bonds are secured by the issuer’s pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue bonds are payable from the revenues derived from a particular facility or class of facilities, and in some cases, from the proceeds of a special excise or other specific revenue source, but not from the general taxing power. Tax exempt industrial development bonds are in most cases revenue bonds and do not generally carry the pledge of the credit of the issuing municipality. Notes are short term instruments which usually mature in less than two years. Most notes are general obligations of the issuing municipalities or agencies and are sold in anticipation of a bond sale, collection of taxes or receipt of other revenues. There are, of course, variations in the risks associated with Municipal Securities, both within a particular classification and between classifications.

Senior Secured Floating Rate Loans. Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund may invest in senior secured floating rate loans (“Senior Loans”). Senior Loans generally are made to corporations, partnerships and other business entities (“Borrowers”) which operate in various industries and geographical regions. Senior Loans, which typically hold the most senior position in a Borrower’s capital structure, pay interest at rates that are re-determined periodically on the basis of a floating base lending rate plus a premium. This floating rate feature should help to minimize changes in the principal value of the Senior Loans resulting from interest rate changes. The Funds may invest in Senior Loans that are below investment grade quality and are speculative investments that are subject to credit risk.

Senior Loans in which Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund may invest may not be rated by a rating agency, will not be registered with the Securities and Exchange Commission (the “SEC”) or any state securities commission and generally will not be listed on any national securities exchange. Therefore, the amount of public information available about Senior Loans will be limited, and the performance of the Funds’ investments in Senior Loans will be more dependent on the analytical abilities of the Advisor than would be the case for investments in more widely rated, registered or exchange-listed securities. In

 

14


Table of Contents

evaluating the creditworthiness of Borrowers, the Advisor may consider, and may rely in part, on analyses performed by others. Moreover, certain Senior Loans will be subject to contractual restrictions on resale and, therefore, will be illiquid.

Bank Instruments. Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund may invest in certificates of deposits, time deposits, and bankers’ acceptances from U.S. or foreign banks, including certificates of deposit (e.g., Eurodollar CDs) and time deposits (e.g., Eurodollar time deposits) of foreign branches of domestic banks. A time deposit is a non-negotiable receipt issued by a bank in exchange for the deposit of funds. Like a certificate of deposit, it earns a specified rate of interest over a definite period of time; however, it cannot be traded in the secondary market.

Inflation-Linked Fixed-Income Securities. Real Assets Fund and Alternative Income Fund may invest in inflation-linked fixed-income securities. Inflation-linked fixed-income securities are securities which have a principal value that is periodically adjusted according to the rate of inflation. If an index measuring inflation falls, the principal value of inflation-indexed bonds will typically be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. In the case of Treasury Inflation-Protected Securities, also known as TIPS, repayment of original bond principal upon maturity (as adjusted for inflation) is guaranteed by the U.S. Treasury. The market for TIPS may be less developed or liquid, and more volatile, than certain other securities markets. There can be no assurance that the inflation index used in these securities (i.e., the Consumer Price Index) will accurately measure the real rate of inflation. For inflation-linked bonds that do not provide a similar guarantee, the adjusted principal value of the inflation-linked bond repaid at maturity may be less than the original principal.

Such bonds may also be issued by or related to sovereign governments of developed countries, by countries deemed to be emerging markets, and inflation-linked bonds issued by or related to companies or other entities not affiliated with governments. Because of their inflation adjustment feature, inflation-linked bonds typically have lower yields than conventional fixed-rate bonds. In addition, inflation-linked bonds also normally decline in price when real interest rates rise. In the event of deflation, in which prices decline over time, the principal and income of inflation-linked bonds would likely decline, resulting in losses to the Fund.

A Fund’s investments in inflation-linked debt securities can cause the Fund to accrue income for tax purposes without a corresponding receipt of cash, which, because no cash is received at the time of accrual, may require the Fund to sell assets (including when not advantageous to do so) to satisfy the Fund’s distribution requirements (see “Taxation” below).

 

 

ENERGY COMPANIES

For Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, Global Infrastructure Fund, Preferred Securities and Income Fund, MLP & Energy Opportunity Fund and Real Assets Fund: Energy companies in which the Funds may invest include companies in the discovery, development, production or distribution of energy or other natural resources, the development of technologies for the production or efficient use of energy and other natural resources, or the furnishing of related supplies or services. The energy industries can be significantly affected by fluctuations in energy prices and supply and demand of energy fuels, energy conservation, exploration and production spending, the success of exploration projects, tax and other

 

15


Table of Contents

government regulations, weather or meteorological events, world events and economic conditions. The energy industries also may be affected by fluctuations in energy prices, energy conservation, exploration and production spending, government regulations, weather, world events and economic conditions.

 

 

EXCHANGE-TRADED NOTES

For MLP & Energy Opportunity Fund, Alternative Income Fund and Real Assets Fund: The Real Assets Fund may invest in ETNs linked to the value of commodities and the MLP & Energy Opportunity Fund may invest in ETNs linked to the value of master limited partnerships or master limited partnership indices. ETNs are generally notes representing debt of the issuer, usually a financial institution. ETNs combine both aspects of bonds and ETFs. An ETN’s returns are based on the performance of one or more underlying assets, reference rates or indexes, minus fees and expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held until the ETN’s maturity, at which time the issuer will pay a return linked to the performance of the specific asset, index or rate to which the ETN is linked minus certain fees. Unlike regular bonds, ETNs do not make periodic interest payments, and principal is not protected.

The value of an ETN may be influenced by, among other things, time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying markets, changes in the applicable interest rates, the performance of the reference instrument, changes in the issuer’s credit rating and economic, legal, political or geographic events that affect the reference instrument. An ETN that is tied to a reference instrument may not replicate the performance of the reference instrument. ETNs also incur certain expenses not incurred by their applicable reference instrument. Some ETNs that use leverage can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a fair price. Levered ETNs are subject to the same risk as other instruments that use leverage in any form. While leverage allows for greater potential return, the potential for loss is also greater. Finally, additional losses may be incurred if the investment loses value because, in addition to the money lost on the investment, the loan still needs to be repaid.

Because the return on the ETN is dependent on the issuer’s ability or willingness to meet its obligations, the value of the ETN may change due to a change in the issuer’s credit rating, despite no change in the underlying reference instrument. The market value of ETN shares may differ from the value of the reference instrument. This difference in price may be due to the fact that the supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand in the market for the assets underlying the reference instrument that the ETN seeks to track.

There may be restrictions on the Fund’s right to redeem its investment in an ETN, which are generally meant to be held until maturity. The Fund’s decision to sell its ETN holdings may be limited by the availability of a secondary market. An investor in an ETN could lose some or all of the amount invested.

 

 

FOREIGN CURRENCY AND CURRENCY HEDGING TRANSACTIONS

For each Fund: In order to hedge against foreign currency exchange rate risks from adverse changes in the relationship between the U.S. dollar and foreign currencies (including to hedge against anticipated future changes which otherwise might adversely affect the prices of securities that the Fund intends to purchase at a later date), each Fund may enter into forward foreign currency exchange contracts (forward contracts), foreign currency futures contracts (foreign currency futures) and foreign currency swap agreements (foreign currency swaps), as well as purchase put or call options on foreign

 

16


Table of Contents

currencies, as described below. Preferred Securities and Income SMA Shares, Alternative Income Fund, Low Duration Preferred and Income Fund and Preferred Securities and Income Fund also may enter into options on currency futures contracts and are not limited to entering into currency transactions for hedging purposes. Each Fund may also conduct its foreign currency exchange transactions on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market.

A forward currency contract is an obligation to purchase or sell a specific currency for an agreed price on a future date which is individually negotiated and privately traded by currency traders and their customers. A foreign currency future is an exchange-traded contract for the purchase or sale of a specified foreign currency at a specified price at a future date. A foreign currency swap is an agreement between two parties to exchange principal and interest payments on a loan made in one currency for principal and interest payments of a loan of equal value in another currency. The Fund may enter into a foreign currency forward contract, foreign currency futures contract or foreign currency swap, or purchase a currency option, for example, when it enters into a contract for the purchase or sale of a security denominated in a foreign currency or expects to receive a dividend or interest payment on a portfolio holding, in order to “lock in” the U.S. dollar value of the security or payment. In addition, the Fund may enter into a foreign currency forward contract, futures contract or swap or purchase a currency option in respect of a currency which acts as a proxy for a currency in which the Fund’s portfolio holdings or anticipated holdings are denominated. This second investment practice is generally referred to as “cross-hedging.” Because in connection with a Fund’s foreign currency transactions an amount of that Fund’s assets equal to the amount of that Fund’s current commitment will be segregated to be used to pay for the commitment, the Fund will always have cash or other liquid assets available that are sufficient to cover any commitments under these transactions. The segregated assets will be marked-to-market on a daily basis.

A Fund may enter into a forward contract to attempt to minimize the risk to that Fund from adverse changes in the relationship between the U.S. dollar and foreign currencies. Forward contracts may limit potential gain from a positive change in the relationship between the U.S. dollar and foreign currencies. Unanticipated changes in currency prices may result in poorer overall performance for a Fund than if it had not engaged in such contracts.

A Fund may enter into exchange-traded foreign currency futures for the purchase or sale for future delivery of foreign currencies. U.S. exchange-traded futures are regulated by the Commodity Futures Trading Commission (“CFTC”). This investment technique will be used only to hedge against anticipated future changes in exchange rates which otherwise might adversely affect the value of a Fund’s portfolio securities or adversely affect the prices of securities that a Fund intends to purchase at a later date.

A Fund may enter into foreign currency swaps to shift its currency exposure from one currency to another currency. See “Swap Transactions” below regarding swap agreements.

A Fund may purchase and write put and call options on foreign currencies for the purpose of protecting against declines in the dollar value of foreign portfolio securities and against increases in the U.S. dollar cost of foreign securities to be acquired. As is the case with other kinds of options, however, the writing of an option on foreign currency will constitute only a partial hedge, up to the amount of the premium received, and that Fund could be required to purchase or sell foreign currencies at disadvantageous exchange rates, thereby incurring losses. The purchase of an option on foreign currency may constitute an effective hedge against fluctuation in exchange rates although, in the event of rate movements adverse to that Fund’s position, the Fund may forfeit the entire amount of the premium plus related transaction costs.

 

 

17


Table of Contents

The successful use of foreign currency transactions will usually depend on the Advisor’s ability to forecast currency exchange rate movements correctly. Should exchange rates move in an unexpected manner, a Fund may not achieve the anticipated benefits of forward contracts, foreign currency futures or may realize losses.

 

 

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

For each Fund: Each Fund may purchase and sell financial futures contracts and options on such contracts. A financial futures contract is an agreement to buy or sell a specific security or financial instrument at a particular price on a stipulated future date. Although some financial futures contracts call for making or taking delivery of the underlying securities or instruments, in most cases these obligations are closed out before the settlement date. The closing of a contractual obligation may be accomplished by purchasing or selling an identical offsetting futures contract. Other financial futures contracts by their terms call for cash settlements.

Each Fund may also buy and sell index futures contracts with respect to any stock or bond index traded on a recognized stock exchange or board of trade. An index futures contract is a contract to buy or sell units of an index on a specified future date at a price agreed upon when the contract is made. The stock index futures contract specifies that no delivery of the actual stocks making up the index will take place. Instead, settlement in cash must occur upon the termination of the contract, with the settlement being the difference between the contract price and the actual level of the stock index at the expiration of the contract. In addition, a Fund may enter into foreign currency futures contracts as described under “Foreign Currency and Currency Hedging Transactions.”

At the time a Fund purchases or sells a futures contract, it will designate on its records cash or liquid portfolio securities it believes to be adequate to ensure that it has sufficient liquid assets to meet its obligations under the contract. Depending on the nature of the transaction, the amounts that are designated may be based on the notional value of the futures contract or on the daily mark-to-market obligation under the futures contract and may be reduced by amounts on deposit with the broker. Alternatively, a Fund may “cover” its position by owning an offsetting position, for example, holding the instruments underlying the contract (or, in the case of an index futures contract, a portfolio with a volatility substantially similar to that of the index on which the futures contract is based), or holding a call option permitting a Fund to purchase the same futures contract at a price no higher than the price of the contract written by a Fund (or at a higher price if the difference is maintained in liquid assets with the Funds’ custodian).

Each Fund will be authorized to use financial futures contracts and related options for hedging and non-hedging purposes, for example to enhance total return or provide market exposure pending the investment of cash balances. A Fund may lose the expected benefit of transactions in financial contracts if currency exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes in currency exchange rates or securities prices may also result in poorer overall performance than if a Fund had not entered into any futures transactions.

When purchasing stocks or bonds, the buyer acquires ownership in the security, however buyers of futures contracts are not entitled to ownership of the underlying asset until and unless they decide to accept delivery at expiration of the contract. In practice, delivery of the underlying asset to satisfy a futures contract rarely occurs because most futures traders use the liquidity of the central marketplace to sell their futures contract before expiration.

 

18


Table of Contents
·  

Price Limits. Some (not all exchanges have price change limits) futures exchanges impose on each futures contract traded on that exchange a maximum permissible price movement for each trading session. If the maximum permissible price movement is achieved on any trading day, no more trades may be executed above (or below, if the price has moved downward) that limit. If the Fund wishes to execute a trade outside the daily permissible price movement, it would be prevented from doing so by exchange rules, and would have to wait for another trading session to execute its transaction.

 

·  

Price Volatility. Despite the daily price limits on various futures exchanges, the price volatility of futures contracts has been historically greater than that for traditional securities such as stocks and bonds. To the extent that the Fund invests in futures contracts, the assets of the Fund, and therefore the prices of Fund shares, may be subject to greater volatility.

 

·  

Marking-to-Market Futures Positions. The futures clearinghouse marks every futures contract to market at the end of each trading day, to ensure that the outstanding futures obligations are limited to the mark-to-market change in price from one day for any given futures contract. This process of marking-to-market is designed to prevent losses from accumulating in any futures account. Therefore, if the Fund’s futures positions have declined in value, the Fund may be required to post additional margin to cover this decline. Alternatively, if the Fund’s futures positions have increased in value, this increase will be credited to the Fund’s account. Futures contracts, when entered into directly by the Fund on a qualified board or exchange, as defined in the Code, are taxed on the “marked-to-market” basis applicable to section 1256 contracts (as defined below). To the extent Real Assets Fund invests in futures contracts indirectly through its Subsidiary, income from such contracts will be taxable to Real Assets Fund as ordinary income when it includes in its income its pro rata share of its Subsidiary’s income, as described in “Taxation—Investment in the Subsidiary” and “Taxation—Controlled Foreign Corporations.”

 

·  

Margin. In connection with futures contracts and options on futures contracts, a Fund (directly or through its Subsidiary) typically posts margin directly to a futures commission merchant (“FCM”), who is expected typically to re-hypothecate the margin to an exchange or clearinghouse. Prior to re-hypothecation, such margin may be held by the FCM in commingled accounts with margin from other clients of the FCM. The margin maintained by the FCM is not subject to the regulatory protections provided by bank custody arrangements. If margin is posted to the FCM and re-hypothecated, neither the Fund nor the FCM to whom the margin was posted will have custody of the margin. If margin posted by the Fund is not maintained with the Fund’s custodian, the Fund is fully exposed to the fraud and unsecured credit risk of the FCM to whom the margin is posted.

For Real Assets Fund and MLP & Energy Opportunity Fund: The Funds, either directly or through the Subsidiary for Real Assets Fund, may also purchase and sell commodity futures contracts and can hold substantial positions in such contracts. The Funds’ investments in commodity futures contracts and related instruments may involve substantial risks. Some of the special characteristics and risks of these investments are described below.

Commodity futures contracts are agreements between two parties. One party agrees to buy a commodity from the other party at a later date at a price and quantity agreed-upon when the contract is made. Commodity futures contracts are traded on futures exchanges. These futures exchanges offer a central marketplace in which to transact futures contracts, a clearing corporation to process trades, a standardization of expiration dates and contract sizes, and the availability of a secondary market. Futures markets also specify the terms and conditions of delivery as well as the maximum permissible price movement during a trading session. Additionally, the commodity futures exchanges may have

 

19


Table of Contents

position limit rules that limit the amount of futures contracts that any one party may hold in a particular commodity at any point in time. These position limit rules are designed to prevent any one participant from controlling a significant portion of the market.

In the commodity futures markets, the exchange clearing corporation takes the other side in all transactions, either buying or selling directly to the market participants. The clearinghouse acts as the counterparty to all exchange-traded futures contracts. That is, the Fund’s obligation is to the clearinghouse, and the Fund will look to the clearinghouse to satisfy the Fund’s rights under the futures contract.

Options on Securities, Futures and Stock Indexes

For each Fund: Each Fund may write covered call and put options and purchase call and put options on securities, stock indices or futures contracts (in the case of Real Assets Fund only). The Real Assets Fund may also purchase and write call and put options on commodities futures contracts. In addition, Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund may enter into over-the-counter put and call options on securities and baskets of securities, indexes and other financial instruments.

An option is a contract that gives the purchaser of the option, in return for the premium paid, the right to buy (in the case of a call option) a specified security or futures contract, as applicable, or to sell (in the case of a put option) a specified security from or to the writer of the option at a designated price during the term of the option. An option on a securities index gives the purchaser of the option, in return for the premium paid, the right to receive from the seller cash equal to the difference between the closing price of the index and the exercise price of the option.

A Fund, other than Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund, which are not required to cover written call options as discussed herein, may write a call or put option only if the option is “covered.” A call option on a security written by a Fund is covered if that Fund owns the underlying security covered by the call or has an absolute and immediate right to acquire that security without additional cash consideration (or for additional cash consideration held in a segregated account by its custodian) upon conversion or exchange of other securities held in its portfolio. A call option on a security is also covered if a Fund owns a call option on the same security and in the same principal amount as the call option written where the exercise price of the call option held (a) is equal to or less than the exercise price of the call option written or (b) is greater than the exercise price of the call option written if the difference is maintained by that Fund in cash or liquid portfolio securities in a segregated account with its custodian. The value of the underlying securities on which options may be written at any one time will not exceed 25% of the total assets of a Fund, and a Fund will not purchase put or call options if the aggregate premium paid for such options would exceed 5% of its total assets at the time of purchase. Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund are not subject to these limitations.

A Fund, other than Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund, will cover call options on stock indices by owning securities whose price changes, in the opinion of the Advisor, are expected to be similar to those of the index, or in such other

 

20


Table of Contents

manner as may be in accordance with the rules of the exchange on which the option is traded and applicable laws and regulations. Nevertheless, where a Fund covers a call option on a stock index through ownership of securities, such securities may not match the composition of the index. In that event, that Fund will not be fully covered and could be subject to risk of loss in the event of adverse changes in the value of the index.

A Fund will receive a premium for writing a put or call option, which will increase the Fund’s gross income in the event the option expires unexercised or is closed out at a profit. If the value of a security or an index on which a Fund has written a call option falls or remains the same, that Fund will realize a profit in the form of the premium received (less transaction costs) that could offset all or a portion of any decline in the value of any portfolio securities underlying the option. A rise in the value of the security or index underlying a call option written by a Fund, exposes that Fund to possible loss or loss of opportunity to realize appreciation in the value of any portfolio securities underlying or otherwise related to the call option. By writing a put option, a Fund assumes the risk of a decline in the underlying security or index. To the extent that the price changes of any portfolio securities being hedged correlate with changes in the value of the underlying security or index, writing put options on securities or indices will increase a Fund’s losses in the event of a market decline, although such losses will be offset in part by the premium received for writing the option.

A Fund may also purchase put options to hedge its investments against a decline in value. By purchasing a put option, a Fund will seek to offset a decline in the value of the portfolio securities being hedged through appreciation of the put option. If the value of a Fund’s investments does not decline as anticipated, that Fund’s loss will be limited to the premium paid for the option plus related transaction costs. The success of this strategy will depend, in part, on the accuracy of the correlation between the changes in value of the underlying security or index and the changes in value of that Fund’s security holdings being hedged.

A Fund may purchase call options on individual securities to hedge against an increase in the price of securities that the Fund anticipates purchasing in the future. Similarly, a Fund may purchase call options to attempt to reduce the risk of missing a broad market advance, or an advance in an industry or market segment, at a time when that Fund holds uninvested cash or short-term debt securities awaiting investment. When purchasing call options, a Fund will bear the risk of losing all or a portion of the premium paid if the value of the underlying security or index does not rise.

There can be no assurance that a liquid market will exist when a Fund seeks to close out an option position, and for certain options not on an exchange no market usually exists. Trading could be interrupted, for example, because of supply and demand imbalances arising from a lack of either buyers or sellers, or the options exchange could suspend trading after the price has risen or fallen more than the maximum specified by the exchange. Although a Fund may be able to offset to some extent any adverse effects of being unable to liquidate an option position, that Fund may experience losses in some cases as a result of such inability.

Risks of Derivatives Transactions

For each Fund: “Derivatives Transactions” as discussed in this SAI include, as applicable to each Fund, options; futures contracts and options thereon; interest rate transactions, such as swaps, caps, floors or collars; credit transactions; swaps; forward contracts; and structured investments. For Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund, Derivatives Transactions include transactions that combine features of the Derivatives

 

21


Table of Contents

Transactions described in this SAI and other types of derivatives, structured and similar instruments which are not currently available, but which may be developed in the future. Derivatives Transactions can be highly volatile and involve various types and degrees of risk, depending upon the characteristics of the particular derivative, including the imperfect correlation between the value of such instruments and the underlying assets, the possible default of the other party to the transaction and illiquidity of the derivative instruments. Derivatives Transactions may entail investment exposures that are greater than their cost would suggest, meaning that a small investment in derivatives could have a large potential impact on the Fund’s performance, effecting a form of investment leverage on the Fund’s portfolio. In certain types of Derivatives Transactions the Fund could lose the entire amount of its investment; in other types of Derivatives Transactions the potential loss is theoretically unlimited.

The market for many derivatives is, or suddenly can become, illiquid. Changes in liquidity may result in significant, rapid and unpredictable changes in the prices for Derivatives Transactions. A Fund could experience severe losses if it were unable to liquidate its position because of an illiquid secondary market. Successful use of Derivatives Transactions also is subject to the ability of the Advisor or, if applicable, the Subadvisors (as defined below) to predict correctly movements in the direction of the relevant market and, to the extent the transaction is entered into for hedging purposes, to ascertain the appropriate correlation between the transaction being hedged and the price movements of the securities, currency, interest rate or other reference asset underlying the Derivatives Transactions. Derivatives Transactions entered into to seek to manage the risks of a Fund’s portfolio of securities may have the effect of limiting gains from otherwise favorable market movements. For example, the use of currency instruments for hedging purposes may limit gains from a change in the relationship between the U.S. dollar and foreign currencies. The use of Derivatives Transactions may result in losses greater than if they had not been used (and a loss on a Derivatives Transaction position may be larger than the gain in a portfolio position being hedged), may require a Fund to sell or purchase portfolio securities at inopportune times or for prices other than current market values, may limit the amount of appreciation a Fund can realize on an investment, or may cause a Fund to hold a security that it might otherwise sell. Amounts paid by a Fund as premiums and cash or other assets held as collateral with respect to Derivatives Transactions may not otherwise be available to the Fund for investment purposes. To the extent Derivatives Transactions would be deemed to be illiquid, they will be included in the maximum limitation of 15% of net assets invested in restricted or illiquid securities.

The use of currency transactions can result in a Fund incurring losses as a result of the imposition of exchange controls, political developments, government intervention or failure to intervene, suspension of settlements or the inability of the Fund to deliver or receive a specified currency.

Structured notes and other related instruments carry risks similar to those of more traditional derivatives such as futures, forward and option contracts. However, structured instruments may entail a greater degree of market risk and volatility than other types of debt obligations.

Derivatives Transactions are also subject to regulatory risk. U.S. regulators, the European Union (“EU”) and certain other jurisdictions have adopted and continue to implement legislative and regulatory reforms that have resulted in new regulation of the derivatives markets, including clearing, margin, capital and reporting requirements. For example, such rules require certain Derivatives Transactions, including certain interest rate swaps and certain index credit default swaps, to be executed on a regulated market and cleared through a central counterparty, which may result in increased margin requirements and costs for a Fund. In addition, the U.S. government and the EU have adopted mandatory minimum margin requirements for uncleared derivatives, which impose minimum margin requirements on Derivatives Transactions between a Fund and its derivative counterparties and

 

22


Table of Contents

may increase the amount of margin a Fund is required to provide (and the costs associated with providing it). These rules also impose regulatory requirements on the types of collateral that may be provided and the timing of transferring margin, among other things. It is expected that these regulations will have a material impact on the Funds’ use of uncleared derivatives.

The SEC adopted Rule 18f-4 under the 1940 Act relating to a registered investment company’s use of derivatives and certain financing transactions (such as reverse repurchase transactions) that could potentially require a Fund to observe more stringent requirements than are currently imposed by the 1940 Act. Among other things, the Fund is required to limit its use of derivatives to maintain its status as a “limited derivatives user.” If the Fund were not able to maintain such status, it would be required to apply a value-at-risk based limit to its use of derivative instruments and financing transactions, comply with other requirements, and adopt and implement a derivatives risk management program.

Some types of cleared derivatives are required to be executed on an exchange or on a swap execution facility. A swap execution facility is a trading platform where multiple market participants can execute derivatives by accepting bids and offers made by multiple other participants in the platform. While this execution requirement is designed to increase transparency and liquidity in the cleared derivatives market, trading on a swap execution facility can create additional costs and risks for the Funds. For example, swap execution facilities typically charge fees, and if a Fund executes derivatives on a swap execution facility through a broker intermediary, the intermediary may impose fees as well. Also, a Fund may indemnify a swap execution facility, or a broker intermediary who executes cleared derivatives on a swap execution facility on the Fund’s behalf, against any losses or costs that may be incurred as a result of the Fund’s transactions on the swap execution facility.

New regulatory requirements may also limit the ability of a Fund to protect its interests in the event of an insolvency of a derivatives counterparty. In the event of a counterparty’s (or its affiliate’s) insolvency, a Fund’s ability to exercise remedies, such as the termination of transactions, netting of obligations and realization on collateral, could be stayed or eliminated under new special resolution regimes adopted in the U.S., the EU and various other jurisdictions. Such regimes provide government authorities with broad authority to intervene when a financial institution is experiencing financial difficulty. In particular, with respect to counterparties who are subject to such proceedings in the EU, the liabilities of such counterparties to a Fund could be reduced, eliminated, or converted to equity in such counterparties (sometimes referred to as a “bail in”). In addition, regulations adopted by federal banking regulators under the Dodd-Frank Wall Street Reform and Consumer Protection Act, require that certain qualified financial contracts (“QFCs”) with counterparties that are part of U.S. or foreign global systemically important banking organizations be amended to include contractual restrictions on close-out and cross-default rights. QFCs include, but are not limited to, securities contracts, commodities contracts, forward contracts, repurchase agreements, securities lending agreements and swaps agreements, as well as related master agreements, security agreements, credit enhancements, and reimbursement obligations. If a covered counterparty of the Fund or certain of the covered counterparty’s affiliates were to become subject to certain insolvency proceedings, the Fund may be temporarily unable to exercise certain default rights, and the QFC may be transferred to another entity.

Legislative and regulatory measures may reduce the availability of some types of derivative instruments, may increase the cost of trading in or maintaining other instruments or positions, may impact credit and counterparty risks, and may cause uncertainty in the markets for a variety of derivative instruments, any or all of which could adversely affect the value or performance of the Fund. While legislative and regulatory measures may provide protections for some market participants, they are evolving and still being implemented and their effects on derivatives market activities cannot be reliably predicted.

 

 

23


Table of Contents

A Fund will be subject to credit risk with respect to the counterparties to certain Derivatives Transactions entered into by the Fund. Derivatives may be purchased and cleared on established exchanges and clearinghouses or, as described herein, through privately negotiated transactions referred to as OTC derivatives. Exchange-traded derivatives generally are guaranteed by the clearing agency which is the issuer or counterparty to such derivatives. However, many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day and once the daily limit has been reached in a particular contract no trades may be made that day at a price beyond that limit or trading may be suspended. There also is no assurance that sufficient trading interest to create a liquid secondary market on an exchange will exist at any particular time and no such secondary market may exist or may cease to exist.

In a transaction that is centrally cleared, the Fund’s counterparty is a clearinghouse so the Fund is subject to the credit risk of the clearinghouse and the member of the clearinghouse (the “clearing member”) through which it holds its position. Credit risk of market participants with respect to such derivatives is concentrated in a few clearinghouses, and it is not clear how an insolvency proceeding of a clearinghouse would be conducted and what impact an insolvency of a clearinghouse would have on the financial system. A clearing member is generally obligated to segregate all funds received from customers with respect to cleared derivatives transactions from the clearing member’s proprietary assets. However, all funds and other property received by a clearing broker from its customers are generally held by the clearing member on a commingled basis in an omnibus account, and the clearing member may invest those funds in certain instruments permitted under the applicable regulations. The assets of a Fund might not be fully protected in the event of the bankruptcy of a Fund’s clearing member, because the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the clearing member’s customers for a relevant account class. In addition, if a clearing member does not comply with applicable regulations or its agreement with a Fund, or in the event of fraud or misappropriation of customer assets by a clearing member, the Fund could have only an unsecured creditor claim in an insolvency of the clearing member with respect to the margin held by the clearing member.

Each party to a derivative bears the risk that the counterparty will default. OTC derivatives are less liquid than exchange-traded derivatives because the other party to the transaction may be the only investor with sufficient understanding of the derivative to be interested in bidding for it. Additionally, participants in OTC derivatives markets typically are not subject to the same level of credit evaluation and regulatory oversight as are members of exchange-based markets and, therefore, OTC derivatives generally expose a Fund to greater counterparty risk than exchange-traded derivatives. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in bankruptcy or other reorganization proceeding. The Fund may obtain only a limited recovery or may obtain no recovery in such circumstances. Among other trading agreements, the Funds are each, separately and not jointly, a party to International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Agreements”) or other similar types of agreements with selected counterparties that generally govern OTC derivative transactions entered into by the Funds. The ISDA Agreements typically include representations and warranties as well as contractual terms related to events of default and termination events. Termination events may include the decline in the net assets of a Fund below a certain level over a specified period of time and entitle a counterparty to elect to terminate early with respect to some or all the transactions under the ISDA Agreement with that counterparty. Such an election by one or more of the counterparties could have a material adverse impact on a Fund’s operations. On the other hand, the bankruptcy or insolvency of the counterparty may allow a Fund to elect to terminate early with respect to some or all the transactions under the ISDA

 

24


Table of Contents

Agreement with that counterparty, and the relevant ISDA Agreement may permit the non-defaulting party to calculate a single net payment to close out applicable transactions. However, there is no guarantee that the terms of an ISDA Agreement will be enforceable, including, for example, when bankruptcy or insolvency laws (such as those described above) impose restrictions on or prohibitions against the right of offset obligations. Additionally, the netting and close out provisions of an ISDA Agreement may not extend to the obligations of the counterparty’s affiliates or across varying types of transactions. OTC derivatives are also subject to documentation risk, which is the risk that ambiguities, inconsistencies, or errors in the documentation relating to a derivative transaction lead to a dispute with the counterparty or unintended investment results. There is no limit on the amount of a Fund’s assets that can be put at risk through the use of futures contracts and the value of a Fund’s futures contracts and options thereon may equal or exceed 100% of that Fund’s total assets.

The Advisor is registered with the CFTC as a commodity pool operator (“CPO”), however, with respect to each Fund other than the Real Assets Fund (each, an “eligible Fund” and collectively, the “eligible Funds”) the Advisor has claimed an exclusion from the definition of the term “commodity pool operator” pursuant to CFTC Rule 4.5 (the “exclusion”). Accordingly, the Advisor (with respect to the eligible Funds) is not subject to registration or regulation as a “commodity pool operator” under the Commodity Exchange Act. To remain eligible for the exclusion, each of the eligible Funds will be limited in its ability to use certain financial instruments regulated under the Commodity Exchange Act (“commodity interests”), including futures and options on futures and certain swaps transactions. In the event that an eligible Fund’s investments in commodity interests are not within the thresholds set forth in the exclusion, the Advisor may be required to register as a CPO with respect to that Fund. The Advisor’s eligibility to claim the exclusion with respect to a Fund will be based upon, among other things, the level and scope of the Fund’s investment in commodity interests, the purposes of such investments and the manner in which the Fund holds out its use of commodity interests. Each eligible Fund’s ability to invest in commodity interests (including, but not limited to, futures and swaps on broad-based securities indexes and interest rates) is limited by the Advisor’s intention to operate the Fund in a manner that would permit the Advisor to continue to claim the exclusion under Rule 4.5, which may adversely affect the Fund’s total return. In the event the Advisor becomes unable to rely on the exclusion and is required to register with the CFTC as a commodity pool operator with respect to a Fund, the Fund’s expenses may increase, adversely affecting that Fund’s total return.

The Advisor is registered with the CFTC as a CPO with respect to the Real Assets Fund and the Subsidiary.

 

 

FOREIGN (NON-U.S.) SECURITIES

For each Fund: Each Fund may invest in foreign (non-U.S.) securities as described in its Prospectus. Investing in securities issued by foreign companies involves considerations and possible risks not typically associated with investing in securities issued by domestic corporations. The values of foreign investments are affected by changes in currency rates or exchange control regulations, application of foreign tax laws, including withholding or other taxes, changes in governmental administration or economic or monetary policy (in the U.S. or abroad) or changed circumstances in dealings between nations. Costs are incurred in connection with conversions between various currencies. In addition, foreign brokerage commissions are generally higher than in the U.S., and foreign securities markets and exchanges may be less liquid, more volatile and less subject to governmental supervision than in the U.S. Investments in foreign countries could be affected by other factors not present in the U.S., including expropriation, confiscatory taxation, lack of uniform accounting and auditing standards and potential difficulties in enforcing contractual obligations which could extend settlement periods.

 

 

25


Table of Contents

Investments in foreign securities, especially in emerging market countries, will expose the Fund to the direct or indirect consequences of political, social or economic changes in the countries that issue the securities or in which the issuers are located. Certain countries in which the Fund may invest, especially emerging market countries, have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate fluctuations, large amounts of external debt, balance of payments and trade difficulties, and extreme poverty and unemployment. Many of these countries are also characterized by political uncertainty and instability. The cost of servicing external debt will generally be adversely affected by rising international interest rates because many external debt obligations bear interest at rates that are adjusted based upon international interest rates. In addition, with respect to certain foreign countries, there is a risk of:

 

·  

the possibility of expropriation of assets;

 

·  

confiscatory taxation;

 

·  

difficulty in obtaining or enforcing a court judgment;

 

·  

economic, political or social instability; and

 

·  

diplomatic developments that could affect investments in those countries.

Continuing uncertainty as to the status of the Euro and the European Monetary Union and the potential for certain countries to withdraw from the institution has created significant volatility in currency and financial markets generally. Any partial or complete dissolution of the EU could have significant adverse effects on currency and financial markets, and on the values of a Fund’s investments. On January 31, 2020, the UK withdrew from the EU (referred to as Brexit), commencing a transition period that ended on December 31, 2020. The EU-UK Trade and Cooperation Agreement, a bilateral trade and cooperation deal governing the future relationship between the UK and the EU (“TCA”), provisionally went into effect on January 1, 2021, and entered into force officially on May 1, 2021, but critical aspects of the relationship remain unresolved and subject to further negotiation and agreement. Brexit has resulted in volatility in European and global markets and could have negative long-term impacts on financial markets in the UK and throughout Europe. There is still considerable uncertainty relating to the potential consequences of the exit, how the negotiations for new trade agreements will be conducted, and whether the UK’s exit will increase the likelihood of other countries also departing the EU. During this period of uncertainty, the negative impact on the UK, European and broader global economies, could be significant, potentially resulting in increased market volatility and illiquidity, political, economic, and legal uncertainty, and lower economic growth for companies that rely significantly on Europe for their business activities and revenues.

Russia’s military invasion of Ukraine in February 2022, the resulting responses by the U.S. and many other countries, and the potential for wider conflict could increase volatility and uncertainty in the financial markets and adversely affect regional and global economies. The U.S. and other countries have imposed broad-ranging economic sanctions on Russia, Russian individuals and entities, and Belarus as a response to Russia’s invasion of Ukraine, and may impose sanctions on other countries that provide military or economic support to Russia. The extent and duration of Russia’s military actions and the repercussions of such actions (including any retaliatory actions or countermeasures that may be taken by those subject to sanctions, including cyber attacks) are impossible to predict, but could result in significant market disruptions, including in certain industries or sectors, such as the oil and natural gas markets, and may negatively affect global supply chains, inflation and global growth. These and any related events could significantly impact a Fund’s performance and the value of an investment in the Fund, even if the Fund does not have direct exposure to Russian issuers or issuers in other countries affected by the invasion.

 

26


Table of Contents

Each Fund may invest in sponsored and unsponsored American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and similar depositary receipts. ADRs, typically issued by a financial institution (a depositary), evidence ownership interests in a security or a pool of securities issued by a foreign company and deposited with the depositary. Prices of ADRs are quoted in U.S. dollars, and ADRs are traded in the U.S. GDRs are receipts issued outside the U.S., typically by non-U.S. banks and trust companies, that evidence ownership of either foreign or domestic securities. Generally, GDRs, in bearer form, are designated for use outside the U.S. Ownership of ADRs and GDRs entails similar investment risks to direct ownership of foreign securities traded outside the U.S., including increased market liquidity, currency, political, information and other risks. Income and gains earned by a Fund in respect of foreign securities may be subject to foreign withholding and other taxes, which will reduce the Fund’s return on such securities.

Greater China. A Fund may purchase or obtain investment exposure to renminbi-denominated securities traded on exchanges located in the People’s Republic of China (“PRC”), such as equity securities traded on the Shanghai Stock Exchange and the Shenzhen Stock Exchange (“China A-Shares”), through a variety of mutual market access programs (collectively, “China Connect”) that enable foreign investment in PRC exchange-traded securities via investments made in Hong Kong or other locations that may in the future have China Connect programs with the PRC. Examples of China Connect programs include the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect Program. The Fund may also invest indirectly in China A-Shares through China A Shares Access Products (“CAAPs”), such as participatory notes, and/or through collective investment schemes directly investing in China A-Shares through qualified foreign institutional investors (“QFIIs”) or Renminbi QFIIs (“RQFIIs”). The Fund may also invest in other investments including “H shares” of companies incorporated in Mainland China and listed on the Hong Kong Stock Exchange and other foreign exchanges. Trades do not cross between the Shanghai and Shenzhen stock exchanges and a separate broker is assigned for each exchange. If a Fund rebalances across both exchanges, the Fund must trade out of stocks listed on one exchange with a broker and trade into stocks on the other exchange with a separate broker. As a result, the Fund may incur additional fees. Additionally, a Fund may also invest in Chinese companies that use a structure known as a variable interest entity (“VIE”) to address the PRC’s restrictions on direct foreign investment in Chinese companies operating in different sectors. A Fund may invest in VIEs through a holding company domiciled outside of the PRC (“Holding Company”) whose interests in the business of the underlying Chinese operating company (the VIE) are established through contracts rather than through equity ownership. The VIE (which a Fund is restricted from owning under the laws of the PRC) is generally owned by Chinese nationals, and the holding company (in which the Fund invests) holds only contractual rights (other than equity ownership) relating to the VIE, typically including a contractual claim on the VIE’s profits. Shares of the Holding Company, in turn, are traded on exchanges outside of the PRC and are available to non-Chinese investors such as a Fund.

Investments in Chinese securities are subject to various risks. In particular, the PRC exchanges have lower trading volumes, the market capitalizations of companies listed on these exchanges are generally smaller, the securities listed on these exchanges are less liquid and may experience materially greater volatility, and government supervision and regulation of the PRC securities markets are less developed than in the U.S. and other developed markets. The PRC government continues to exercise significant control over the PRC’s economy, and any changes to existing policies and new reform-oriented policies and measures, which are often unprecedented or experimental, could negatively impact the Fund’s investments in Chinese securities. The PRC government has frequently and significantly intervened in domestic securities markets, in particular the markets for China A-Shares, and may do so in the future.

 

27


Table of Contents

These interventions may be introduced suddenly and in response to market conditions. Measures have included price supports, bans on short selling and limits and bans on selling securities in general. These measures may not have the desired effect and may have a negative impact on a Fund’s PRC investments. As a result of these measures, from time to time, a Fund may not be able to sell securities of PRC companies at the desired time or price, and quoted prices for securities of PRC companies may not reflect actual market prices. The PRC government has also implemented, and may implement in the future, various measures to control inflation, which if unsuccessful, may negatively impact the PRC economy.

The PRC legal system is still developing, and laws, regulations (including those allowing QFIIs to invest in China A-Shares), government policies and the political and economic climate in the PRC may change with little or no advance notice. Any such change could adversely affect market conditions. For example, while the VIE structure is a longstanding practice in the PRC, until recently, such arrangements had not been formalized under the laws of the PRC. In late 2021, the PRC government signaled its interest in implementing filing requirement rules that both affirm the legality of VIE structures and regulate them. How these filing requirements will operate in practice, and what will be required for approval, remains unclear. While there is optimism that these actions will reduce uncertainty over PRC actions on VIEs, there is also caution given how unresolved the process is. Until these rules are finalized and potentially afterwards depending on how they are implemented, there remains significant uncertainty associated with VIE investments. In the event the PRC government chooses to no longer tolerate VIE structures, the Chinese operating company could become subject to penalties, revocation of its business and operating license, or forfeiture of ownership interests. Further, the QFII rules provide the China Securities Regulatory Commission and the State Administration of Foreign Exchange of China wide discretion to interpret them, leaving a considerable amount of uncertainty. The application of the tax laws and regulations of the PRC to income, including capital gains, derived from certain investments of a Fund remains unclear, and may well continue to evolve, possibly with retroactive effect. Any taxes imposed on the investments of the Fund pursuant to such laws and regulations will reduce the Fund’s overall returns. Some PRC companies may have less-established shareholder governance and disclosure standards. Moreover, a Fund will typically have little or no ability to influence VIE through proxy voting or other means because it is not a VIE owner/shareholder. In case of dispute between a Holding Company and the Chinese owners of the VIE, the Holding Company’s contractual claims with respect to the VIE may be unenforceable in the PRC, limiting the remedies and rights of Holding Company investors such as a Fund. Control over a VIE may also be jeopardized if a natural person who holds the equity interest in the VIE breaches the terms of the contractual agreements, is subject to legal proceedings, or if any physical instruments such as seals, business registration certificates, financial data and licensing agreements (commonly referred to as “chops”) are used without authorization. In the event of such an occurrence, a Fund, as a foreign investor, may have little to no legal recourse. Accounting, auditing, financial and other reporting standards, practices and disclosure requirements applicable to PRC companies are different, sometimes in fundamental ways, from those applicable to companies in the U.S. and other developed markets.

 

 

GOLD AND OTHER PRECIOUS METALS

For Real Assets Fund: The Real Assets Fund seeks to gain exposure to gold and other precious metals, either directly or through its Subsidiary, through investments in bullion (e.g., bars and coins) and precious metal futures and forwards. The Real Assets Fund, either directly or through the Subsidiary, may also invest in ETFs and other pooled investment vehicles that invest in gold and other precious

 

28


Table of Contents

metals and related instruments, and structured or exchange-traded notes whose interest and/or principal payments are linked to the price of gold and other precious metals. The Real Assets Fund currently expects that the majority of its precious metals exposure will be to gold.

Investments related to gold and other precious metals are considered speculative and are affected by a variety of worldwide economic, financial and political factors. The price of gold and other precious metals may fluctuate sharply over short periods of time due to changes in inflation or expectations regarding inflation in various countries, the availability of supplies of gold and other precious metals, changes in industrial and commercial demand, gold and other precious metals sales by governments, central banks or international agencies, investment speculation, monetary and other economic policies of various governments and government restrictions on private ownership of gold and other precious metals.

 

 

HEALTHCARE COMPANIES

For Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund and Preferred Securities and Income Fund: Healthcare companies in which the Fund may invest encompass two main groups. The first group includes companies that manufacture health care supplies or provide health care-related services, including distributors of products, providers of basic health care services and owners and operators of care facilities and organizations. The second group includes companies in the research, development, production and marketing of pharmaceuticals and biotechnology products. Events affecting the health care industries include technological advances that make existing products and services obsolete, and changes in regulatory policies concerning approvals of new drugs, medical devices or procedures. In addition, changes in governmental payment systems and private payment systems, such as increased use of managed care arrangements or price controls, are risks in investing in the health care industries.

 

 

ILLIQUID SECURITIES

For each Fund: Each Fund may invest in illiquid securities. A Fund will not invest in illiquid securities if immediately after such investment more than 15% of that Fund’s net assets (taken at market value) would be invested in such securities. For this purpose, illiquid investments are generally investments that a Fund cannot reasonably expect to be sold or disposed of in current market conditions in seven (7) calendar days or less without the sale or disposition significantly changing the market value of the investment. Securities that have legal or contractual restrictions on resale but have a readily available market are not deemed illiquid for purposes of this limitation.

Historically, illiquid securities have included securities subject to contractual or legal restrictions on resale because they have not been registered under the Securities Act of 1933, (the “Securities Act”), and securities which are otherwise not readily marketable. Securities which have not been registered under the Securities Act are referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market. The Funds do not typically hold a significant amount of these restricted or other illiquid securities because of the potential for delays on resale and uncertainty in valuation. Limitations on resale may have an adverse effect on the marketability of portfolio securities, and a Fund might be unable to dispose of restricted or other illiquid securities promptly or at reasonable prices and might thereby experience difficulty satisfying redemptions within seven days. A Fund might also have to register such restricted securities in order to dispose of them, resulting in additional expense and delay. Adverse market conditions could impede such a public offering of securities.

 

29


Table of Contents

In recent years, however, a large institutional market has developed for certain securities that are not registered under the Securities Act, including repurchase agreements, commercial paper, foreign securities, municipal securities and corporate bonds and notes. Institutional investors depend on an efficient institutional market in which the unregistered security can be readily resold or on an issuer’s ability to honor a demand for repayment. The fact that there are contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity of such investments.

Rule 144A under the Securities Act allows a broader institutional trading market for securities otherwise subject to restriction on resale to the general public. Rule 144A establishes a safe harbor from the registration requirements of the Securities Act of resales of certain securities to qualified institutional buyers, which generally creates a more liquid market for securities eligible for resale under Rule 144A than other types of restricted securities. Similarly, Regulation S of the Securities Act provides an exclusion from the registration requirements of the Securities Act for offerings made outside of the U.S. by both U.S. and foreign issuers. A securities offering, whether public or private, made by an issuer outside of the U.S. in reliance on Regulation S need not be registered under the Securities Act.

The Advisor will monitor the liquidity of restricted securities in a Fund’s portfolio, under the supervision of the Fund’s Board of Directors. In reaching liquidity decisions, the Advisor will consider, among other things, the following factors: (1) the frequency of trades and quotes for the security; (2) the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; (3) dealer undertakings to make a market in the security; and (4) the nature of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers and the mechanics of the transfer).

 

 

INDUSTRIAL COMPANIES

For Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, Global Infrastructure Fund, MLP & Energy Opportunity Fund, Preferred Securities and Income Fund and Real Assets Fund: Industrial companies that the Funds may invest in include companies involved in the research, development, manufacture, distribution, supply or sale of industrial products, services or equipment. These companies may include manufacturers of civil or military aerospace and defense equipment, building components and home improvement products and equipment, civil engineering firms and large-scale contractors, companies producing electrical components or equipment, manufacturers of industrial machinery and industrial components and products, providers of commercial printing services, and companies providing transportation services. A company is in industrial products, services or equipment industries if at the time of investment it is determined that at least 50% of the company’s assets, revenues or profits are derived from these industries.

The industrial products, services and equipment industries can be significantly affected by general economic trends, changes in consumer sentiment and spending, commodity prices, technological obsolescence, labor relations, legislation, government regulations and spending, import controls, and worldwide competition, and can be subject to liability for environmental damage, depletion of resources, and mandated expenditures for safety and pollution control.

 

 

MASTER LIMITED PARTNERSHIPS

For Alternative Income Fund, Global Infrastructure Fund, MLP & Energy Opportunity Fund and Real Assets Fund: The Fund may invest in equity securities of master limited partnerships (“MLPs”), and

 

30


Table of Contents

their affiliates. An MLP generally has two classes of partners, the general partner and the limited partners. The general partner normally controls the MLP through an equity interest plus units that are subordinated to the common (publicly traded) units for an initial period and then only converting to common if certain financial tests are met. As a motivation for the general partner to successfully manage the MLP and increase cash flows, the terms of most MLPs typically provide that the general partner receives a larger portion of the net income as distributions reach higher target levels. As cash flow grows, the general partner receives a greater interest in the incremental income compared to the interest of limited partners. The general partner’s incentive compensation typically increases to up to 50% of incremental income. Nevertheless, the aggregate amount distributed to limited partners will increase as MLP distributions reach higher target levels. Given this incentive structure, the general partner has an incentive to streamline operations and undertake acquisitions and growth projects in order to increase distributions to all partners.

MLP common units represent an equity ownership interest in a partnership, providing limited voting rights and entitling the holder to a share of the company’s success through distributions and/or capital appreciation. Unlike shareholders of a corporation, common unit holders do not elect directors annually and generally have the right to vote only on certain significant events, such as mergers, a sale of substantially all of the assets, removal of the general partner or material amendments to the partnership agreement. MLPs are required by their partnership agreements to distribute a large percentage of their current operating earnings. Common unit holders generally have first right to a minimum quarterly distribution prior to distributions to the convertible subordinated unit holders or the general partner (including incentive distributions). Common unit holders typically have arrearage rights if the minimum quarterly distribution is not met. In the event of liquidation, MLP common unit holders have first right to the partnership’s remaining assets after bondholders, other debt holders, and preferred unit holders have been paid in full. MLP common units trade on a national securities exchange or over-the-counter. Some limited liability companies (“LLCs”) may be taxed in a manner similar to certain MLPs for federal income tax purposes. As in the case of MLPs that are treated as partnerships for U.S. federal income tax purposes, LLCs that are also so treated do not pay federal income tax at the entity level. LLCs may be required by their operating agreements to distribute a large percentage of their current operating earnings. In contrast to MLPs, LLCs have no general partner and there may less frequently be incentives that entitle management or other unit holders to increased percentages of cash distributions as distributions reach higher target levels. In addition, LLC common unit holders typically have voting rights with respect to the LLC, whereas MLP common units have limited voting rights. MLP common units and other equity securities can be affected by macro-economic and other factors affecting the stock market in general, expectations of interest rates, investor sentiment towards MLPs or an MLP’s business sector, changes in a particular issuer’s financial condition, or unfavorable or unanticipated poor performance of a particular issuer (in the case of MLPs, generally measured in terms of distributable cash flow). Prices of common units of individual MLPs and other equity securities can also be affected by fundamentals unique to the partnership or company, including earnings power and coverage ratios.

MLP convertible subordinated units are typically issued by MLPs to founders, corporate general partners of MLPs, entities that sell assets to the MLP, and institutional investors, and may be purchased in direct placements from such persons. The purpose of the convertible subordinated units is to increase the likelihood that during the subordination period there will be available cash to be distributed to common unit holders. Convertible subordinated units generally are not entitled to distributions until holders of common units have received specified minimum quarterly distributions, plus any arrearages, and may receive less in distributions upon liquidation. Convertible subordinated

 

31


Table of Contents

unit holders generally are entitled to a minimum quarterly distribution prior to the payment of incentive distributions to the general partner, but are not entitled to arrearage rights. Therefore, they generally entail greater risk than MLP common units. They are generally convertible automatically into the senior common units of the same issuer at a one-to-one ratio upon the passage of time or the satisfaction of certain financial tests. These units do not trade on a national exchange or over-the-counter, and there is no active market for convertible subordinated units. The value of a convertible security is a function of its worth if converted into the underlying common units. Convertible subordinated units generally have similar voting rights to MLP common units. Because convertible subordinated units generally convert to common units on a one-to-one ratio, the price that the Fund could be expected to pay upon purchase or to realize upon resale is generally tied to the common unit price less a discount. The size of the discount varies depending on a variety of factors including the likelihood of conversion, and the length of time remaining to conversion, and the size of the block purchased.

MLP I-Shares represent an indirect investment in MLP i-units. I-units are equity securities issued to affiliates of MLPs, typically a limited liability company, that own an interest in and manage the MLP. The issuer has management rights but is not entitled to incentive distributions. The I-Share issuer’s assets consist exclusively of MLP i-units. Distributions by MLPs to i-unit holders are made in the form of additional i-units, generally equal in amount to the cash received by common unit holders of MLPs. Distributions to I-Share holders are made in the form of additional I-Shares, generally equal in amount to the i-units received by the I-Share issuer. The issuer of the I-Share is taxed as a corporation for federal income tax purposes; however, the MLP does not allocate income or loss to the I-Share issuer. Accordingly, investors receive a Form 1099, are not allocated their proportionate share of income of the MLPs and are not subject to state income tax filing obligations. The price of I-Shares and their volatility tend to be correlated to the price of common units, although the price correlation is not precise.

 

 

NATURAL RESOURCE COMPANIES

For MLP & Energy Opportunity Fund, Alternative Income Fund and Real Assets Fund: The Fund will gain exposure to natural resources by investing in U.S. and non-U.S. companies with substantial natural resource assets or whose business activities are related to natural resource asset. Natural resources may include materials with economic value that are derived from natural sources, either directly or indirectly, such as precious metals (e.g., gold, platinum, palladium or silver), non-precious metals (e.g., copper, zinc, or iron ore), fuels (e.g., oil, natural gas or coal), minerals, timber and forestry products, food and agricultural products (e.g., fertilizer) farm machinery and chemicals. Natural resource companies will primarily be involved in exploring, mining, extracting, producing, processing, transporting, or otherwise develop or provide goods and services with respect to, a natural resource. Natural resource companies may also include companies which provide services to such companies, (e.g., equipment manufacturers).

The Fund’s investments in securities of natural resource companies involve risks. The market value of securities of natural resource companies may be affected by numerous factors, including events occurring in nature, inflationary pressures and war, sanctions and other geopolitical events. Because the Fund invests significantly in natural resource companies, there is the risk that the Fund will perform poorly during a downturn in the natural resource sector. For example, events occurring in nature (such as earthquakes or fires in prime natural resource areas) and political events (such as government regulation, coups, military confrontations or acts of terrorism) can affect the overall supply of a natural resource and the value of companies involved in such natural resource. Political risks and the other

 

32


Table of Contents

risks to which foreign securities are subject may also affect domestic natural resource companies in if they have significant operations or investments in foreign countries. Rising interest rates and general economic conditions may also affect the demand for natural resources.

 

 

OTHER INVESTMENT COMPANIES

For each Fund: The Fund may invest in securities of other open- or closed-end investment companies, including registered investment companies that are ETFs, to the extent permitted by the 1940 Act. ETFs and many closed-end funds trade on a securities exchange and their shares may, at times, trade at a premium or discount to their NAV. Most ETFs hold a portfolio of common stocks or bonds designed to track the performance of a securities index, including industry, sector, country and region indexes, but an ETF may not replicate exactly the performance of the index it seeks to track for a number of reasons, including transaction costs incurred by the ETF.

The Fund may also invest a portion of its assets in pooled investment vehicles other than registered investment companies. For example, some vehicles which may also be commonly referred to as “exchange traded funds” may not be registered investment companies because of the nature of their underlying investments. As a stockholder in an investment company or other pooled vehicle, the Fund will bear its ratable share of that investment company’s or vehicle’s expenses, and would remain subject to payment of the fund’s or vehicle’s advisory and administrative fees with respect to assets so invested. Shareholders would therefore be subject to duplicative expenses to the extent the Fund invests in other investment companies or vehicles. In addition, the securities of other investment companies or pooled vehicles may be leveraged and will therefore be subject to leverage risks (in addition to other risks of the investment company’s or pooled vehicle’s strategy). The Fund will also incur brokerage costs when purchasing and selling shares of ETFs, closed-end funds and other pooled vehicles.

An investment in the shares of another fund is subject to the risks associated with that fund’s portfolio securities. To the extent the Fund invests in shares of another fund, Fund shareholders would indirectly pay a portion of that fund’s expenses, including advisory fees, brokerage and other distribution expenses. These fees and expenses are in addition to the direct expenses of the Fund’s own operations.

The SEC adopted Rule 12d1-4, which permits an investment company to invest in other investment companies beyond the statutory limits, subject to certain conditions, rescinded certain SEC exemptive orders permitting investments in excess of the statutory limits and withdrew certain related SEC staff no-action letters effective January 19, 2022. Accordingly, an investment company can no longer rely on the aforementioned exemptive orders and no-action letters, and is subject instead to Rule 12d1-4 and other applicable rules under Section 12(d)(1), which could affect the Fund’s ability to redeem its investments in other investment companies, make such investments less attractive, cause the Fund to incur losses, realize taxable gains distributable to shareholders, incur greater or unexpected expenses or experience other adverse consequences.

 

 

PREFERRED SECURITIES

For each Fund: There are two basic types of preferred securities: traditional and hybrid-preferred securities. Traditional preferred securities consist of preferred stock issued by an entity taxable as a corporation. Preferred stocks, which may offer fixed or floating rate dividends, are perpetual instruments and considered equity securities. Preferred securities are subordinated to senior debt instruments in a company’s capital structure, in terms of priority to corporate income and claim to corporate assets, and therefore will be subject to greater credit risk than debt instruments. Alternatively,

 

33


Table of Contents

hybrid-preferred securities may be issued by corporations, generally in the form of interest-bearing notes with preferred securities characteristics, or by an affiliated trust or partnership of the corporation, generally in the form of preferred interests in subordinated debentures or similarly structured securities. The hybrid-preferred securities market consists of both fixed and adjustable coupon rate securities that are either perpetual in nature or have stated maturity dates. Hybrid-preferred securities are considered debt securities. Due to their similar attributes, the Advisor also considers senior debt perpetual issues, certain securities with convertible features as well as exchange-listed senior debt issues that trade with attributes of exchange-listed perpetual and hybrid-preferred securities to be part of the broader preferred securities market.

Traditional preferred securities. Traditional preferred securities pay fixed or floating dividends to investors and have “preference” over common stock in the payment of dividends and the liquidation of a company’s assets. This means that a company must pay dividends on preferred stock before paying any dividends on its common stock. In order to be payable, distributions on such preferred securities must be declared by the issuer’s board of directors. Income payments on preferred securities may be cumulative, causing dividends and distributions to accumulate even if not declared by the board of directors or otherwise made payable. In such a case, all accumulated dividends must be paid before any dividend on the common stock can be paid. However, many traditional preferred stocks are non-cumulative, in which case dividends do not accumulate and need not ever be paid. The Fund may invest in non-cumulative preferred securities, whereby the issuer does not have an obligation to make up any missed payments to its stockholders. There is no assurance that dividends or distributions on the traditional preferred securities in which the Fund invests will be declared or otherwise made payable. Preferred securities may also contain provisions under which payments must be stopped (i.e., stoppage is compulsory, not discretionary). The conditions under which this occurs may relate to, for instance, capitalization levels. Hence, if a company incurs significant losses that deplete retained earnings automatic payment stoppage could occur. In some cases the terms of the preferred securities provide that the issuer would be obligated to attempt to issue common shares to raise funds for the purpose of making the preferred payments. However, there is no guarantee that the issuer would be successful in placing common shares.

Preferred stockholders usually have no right to vote for corporate directors or on other matters. Shares of traditional preferred securities have a liquidation preference that generally equals the original purchase price at the date of issuance. The market value of preferred securities may be affected by, among other factors, favorable and unfavorable changes impacting the issuer or industries in which they operate, movements in interest rates and inflation, and the broader economic and credit environments, and by actual and anticipated changes in tax laws, such as changes in corporate and individual income tax rates. Because the claim on an issuer’s earnings represented by traditional preferred securities may become onerous when interest rates fall below the rate payable on such securities, the issuer may redeem the securities. Thus, in declining interest rate environments in particular, the Fund’s holdings of higher rate-paying fixed rate preferred securities may be reduced, and the Fund may be unable to acquire securities of comparable credit quality paying comparable rates with the redemption proceeds.

Hybrid-preferred securities. Hybrid-preferred securities are typically junior and fully subordinated liabilities of an issuer or the beneficiary of a guarantee that is junior and fully subordinated to the other liabilities of the guarantor. In addition, hybrid-preferred securities typically permit an issuer to defer the payment of income for eighteen months or more without triggering an event of default. Generally, the maximum deferral period is five years. Because of their subordinated position in the capital structure of an issuer, the ability to defer payments for extended periods of time without default consequences to the issuer, and certain other features (such as restrictions on common dividend

 

34


Table of Contents

payments by the issuer or ultimate guarantor when full cumulative payments on the hybrid preferred securities have not been made), these hybrid-preferred securities are often treated as close substitutes for traditional preferred securities, both by issuers and investors. Hybrid-preferred securities have many of the key characteristics of equity due to their subordinated position in an issuer’s capital structure and because their quality and value are heavily dependent on the profitability of the issuer rather than on any legal claims to specific assets or cash flows. Hybrid-preferred securities include, but are not limited to, trust preferred securities (TRUPS®); enhanced trust preferred securities (Enhanced TRUPS®); trust-originated preferred securities (TOPrS®); monthly-income preferred securities (MIPS®); quarterly-income bond securities (QUIBS®); quarterly-income debt securities (QUIDS®); quarterly-income preferred securities (QUIPSSM); corporate trust securities (CorTS®); public income notes (PINES®); and other hybrid-preferred securities.(1)

Hybrid-preferred securities are typically issued with a final maturity date. In certain instances, a final maturity date may be extended and/or the final payment of principal may be deferred at the issuer’s option for a specified time without default. No redemption can typically take place unless all cumulative payment obligations have been met, although issuers may be able to engage in open-market repurchases without regard to whether all payments have been paid.

Many hybrid-preferred securities are issued by trusts or other special purpose entities established by operating companies and are not a direct obligation of an operating company. At the time the trust or special purpose entity sells such preferred securities to investors, it purchases debt of the operating company (with terms comparable to those of the trust or special purpose entity securities), which enables the operating company to deduct for tax purposes the interest paid on the debt held by the trust or special purpose entity. The trust or special purpose entity is generally required to be treated as transparent for U.S. federal income tax purposes such that the holders of the trust preferred securities are treated as owning beneficial interests in the underlying debt of the operating company. Accordingly, payments on the hybrid-preferred securities are generally treated as interest rather than dividends for U.S. federal income tax purposes and, as such, are not eligible for the dividends-received deduction or the reduced rates of tax that apply to qualified dividend income. The trust or special purpose entity in turn would be a holder of the operating company’s debt and would have priority with respect to the operating company’s earnings and profits over the operating company’s common stockholders, but would typically be subordinated to other classes of the operating company’s debt. Typically a preferred security has a credit rating that is lower than that of its corresponding operating company’s senior debt securities.

Within the category of hybrid-preferred securities are senior debt instruments that trade in the broader preferred securities market. These debt instruments, which are sources of long-term capital for the issuers, have structural features similar to other preferred securities such as maturities ranging from 30 years to perpetuity, call features, quarterly payments, exchange listings and the inclusion of accrued interest in the trading price.

Contingent Capital Securities. In some cases, debt and traditional and hybrid preferred securities can include loss absorption provisions that make the securities more like equity—these securities are generally referred to as contingent capital securities (sometimes referred to as “CoCos”). This is particularly true in the financial sector, the largest preferred issuer segment.

 

1

TOPrS is a registered service mark of Merrill Lynch & Co., Inc. MIPS and QUIDS are registered service marks, and QUIPS is a service mark, owned by Goldman, Sachs & Co. QUIBS is a registered service mark owned by Morgan Stanley & Co. Incorporated. TRUPS, CorTS and PINES are registered service marks owned by Citigroup Global Markets Inc.

 

35


Table of Contents

In one version of a CoCo, the security has loss absorption characteristics whereby the liquidation value of the security may be adjusted downward to below the original par value (even to zero) under certain circumstances. This may occur, for instance, in the event that business losses have eroded capital to a substantial extent. The write down of the par value would occur automatically and would not entitle the holders to seek bankruptcy of the company. In addition, an automatic write-down could result in a reduced income rate if the dividend or interest payment is based on the security’s par value. Such securities may, but are not required to, provide for circumstances under which the liquidation value may be adjusted back up to par, such as an improvement in capitalization and/or earnings.

Another version of a CoCo provides for mandatory conversion of the security into common shares of the issuer under certain circumstances. The mandatory conversion might relate, for instance, to maintenance of a capital minimum, whereby falling below the minimum would trigger automatic conversion. Since the common stock of the issuer may not pay a dividend, investors in these instruments could experience a reduced income rate, potentially to zero, and conversion would deepen the subordination of the investor, hence worsening the Fund’s standing in a bankruptcy. In addition, some such instruments also provide for an automatic write-down if the price of the common stock is below the conversion price on the conversion date.

An automatic write-down or conversion event is typically triggered by a reduction in the capital level of the issuer, but may also be triggered by regulatory actions (e.g., a change in capital requirements) or by other factors.

Convertible Preferred Securities. Some preferred securities, generally known as convertible preferred securities, provide for an investor option to convert their holdings into common shares of the issuer. These securities may have lower rates of income than other preferred securities, and the conversion option may cause them to trade more like equities than typical fixed income instruments.

Floating Rate Securities. The Funds may invest, and Low Duration Preferred and Income Fund and Preferred Securities and Income Fund may invest up to 100% of their total assets, in floating rate preferred securities, which provide for a periodic adjustment in the interest rate paid on the securities. The terms of such securities provide that interest rates are adjusted periodically based upon an interest rate adjustment index. The adjustment intervals may be regular, and range from daily up to annually, or may be event-based, such as a change in the prime rate. Because of the interest rate reset feature, floating rate securities provide the Fund with a certain degree of protection against rises in interest rates, although the interest rates of floating rate securities will participate in any declines in interest rates as well.

Preferred securities may be subject to changes in regulations and there can be no assurance that the current regulatory treatment of preferred securities will continue.

 

 

REAL ESTATE COMPANIES AND REAL ESTATE INVESTMENT TRUSTS

For each Fund: Each Fund may invest significantly in the securities of real estate companies and may be susceptible to adverse economic or regulatory occurrences affecting that sector. Real property investments are subject to varying degrees of risk. The yields available from investments in real estate depend on the amount of income and capital appreciation generated by the related properties. Income and real estate values may also be adversely affected by such factors as applicable laws (e.g., Americans with Disabilities Act and tax laws), interest rate levels and the availability of financing. If the properties do not generate sufficient income to meet operating expenses, including, where applicable, debt service, ground lease payments, tenant improvements, third-party leasing commissions and other capital expenditures, the income and ability of the real estate company to make payments of any interest and

 

36


Table of Contents

principal on its debt securities will be adversely affected. In addition, real property may be subject to the quality of credit extended and defaults by borrowers and tenants. The performance of the economy in each of the regions and countries in which the real estate owned by a portfolio company is located affects occupancy, market rental rates and expenses and, consequently, has an impact on the income from such properties and their underlying values. The financial results of major local employers also may have an impact on the cash flow and value of certain properties. In addition, real estate investments are relatively illiquid and, therefore, the ability of real estate companies to vary their portfolios promptly in response to changes in economic or other conditions is limited. A real estate company also may have joint venture investments in certain of its properties and, consequently, its ability to control decisions relating to these properties may be limited.

Real property investments are also subject to risks which are specific to the investment sector or type of property in which the real estate companies are investing.

 

·  

Retail Properties. Retail properties are affected by the overall health of the applicable economy and may be adversely affected by the growth of alternative forms of retailing, bankruptcy, departure or cessation of operations of a tenant, a shift in consumer demand due to demographic changes, spending patterns and lease terminations.

 

·  

Office Properties. Office properties are affected by the overall health of the economy and other factors such as a downturn in the businesses operated by their tenants, obsolescence and non-competitiveness.

 

·  

Hotel Properties. The risks of hotel properties include, among other things, the necessity of a high level of continuing capital expenditures, competition, increases in operating costs which may not be offset by increases in revenues, dependence on business and commercial travelers and tourism, increases in fuel costs and other expenses of travel and adverse effects of general and local economic conditions.

 

·  

Healthcare Properties. Healthcare properties and healthcare providers are affected by several significant factors, including Federal, state and local laws governing licenses, certification, adequacy of care, pharmaceutical distribution, medical rates, equipment, personnel and other factors regarding operations; continued availability of revenue from government reimbursement programs (primarily Medicaid and Medicare); and competition on a local and regional basis.

 

·  

Multifamily Properties. The value and successful operation of a multifamily property may be affected by a number of factors such as the location of the property, the ability of the management team, the level of mortgage rates, presence of competing properties, adverse economic conditions in the locale, oversupply and rent control laws or other laws affecting such properties.

 

·  

Insurance Issues. Certain real estate companies may carry comprehensive liability, fire, flood, earthquake extended coverage and rental loss insurance with various policy specifications, limits and deductibles.

 

·  

Credit Risk. Real estate investment trusts REITs may be highly leveraged, and financial covenants may affect the ability of REITs to operate effectively.

 

·  

Environmental Issues. In connection with the ownership (direct or indirect), operation, management and development of real properties that may contain hazardous or toxic substances, a portfolio company may be considered an owner, operator or responsible party of such properties and, therefore, may be potentially liable for removal or remediation costs, as well as certain other costs, including governmental fines and liabilities for injuries to persons and property.

 

37


Table of Contents
·  

Smaller Companies. Even the larger REITs in the industry tend to be small- to medium-sized companies in relation to the equity markets as a whole. REIT shares, therefore, can be more volatile than, and perform differently from, larger company stocks.

 

·  

REIT Tax Issues. REITs are subject to a highly technical and complex set of provisions in the Code. It is possible that a Fund may invest in a real estate company which purports to be a REIT and that the company could fail to qualify as a REIT. In the event of any such unexpected failure to qualify as a REIT, the company would be subject to corporate level taxation, significantly reducing the return to the Fund on its investment in such company.

For each Fund (other than Global Infrastructure Fund): Each Fund may invest in REITs. REITs are sometimes informally characterized as equity REITs, mortgage REITs and hybrid REITs. An equity REIT invests primarily in the fee ownership or leasehold ownership of land and buildings and derives its income primarily from rental income. An equity REIT may also realize capital gains (or losses) by selling real estate properties in its portfolio that have appreciated (or depreciated) in value. A mortgage REIT invests primarily in mortgages on real estate, which may secure construction, development or long-term loans. A mortgage REIT generally derives its income primarily from interest payments on the credit it has extended. A hybrid REIT combines the characteristics of equity REITs and mortgage REITs, generally by holding both ownership interests and mortgage interests in real estate. It is anticipated, although not required, that under normal circumstances a majority of a Fund’s investments in REITs will consist of securities issued by equity REITs.

In addition to the risks of securities linked to the real estate industry, equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended. Further, REITs are dependent upon management skills and generally may not be diversified. REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, U.S. REITs could possibly fail to qualify for pass-through of income under the Code, or to maintain their exemptions from registration under the 1940 Act. The above factors may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments.

 

 

REPURCHASE AGREEMENTS

For each Fund: Each Fund may enter into repurchase agreements. A repurchase agreement is an instrument under which an investor, such as a Fund, purchases a U.S. government security from a vendor, with an agreement by the vendor to repurchase the security at the same price, plus interest at a specified rate. In such a case, the security is held by that Fund, in effect, as collateral for the repurchase obligation. Repurchase agreements may be entered into with member banks of the Federal Reserve System or “primary dealers” (as designated by the Federal Reserve Bank of New York) in U.S. government securities. Repurchase agreements usually have a short duration, often less than one week. In entering into the repurchase agreement for a Fund, the Advisor will evaluate and monitor the creditworthiness of the vendor. In the event that a vendor should default on its repurchase obligation, a Fund might suffer a loss to the extent that the proceeds from the sale of the collateral were less than the repurchase price. If the vendor becomes bankrupt, a Fund might be delayed, or may incur costs or possible losses of principal and income, in selling the collateral.

 

38


Table of Contents

 

 

SECURITIES LENDING

For each Fund: Each Fund may lend portfolio securities to broker/dealers or other institutions. The borrower must maintain with the Fund cash or equivalent collateral equal to at least 100% of the market value of the securities loaned. During the time portfolio securities are on loan, the borrower pays the lending Fund any dividends or interest paid on the securities. The Fund may invest the collateral and earn additional income or receive an agreed upon amount of interest income from the borrower. Loans are subject to termination at the option of the Fund or the borrower. The Fund may pay reasonable administrative and custodial fees in connection with a loan. The Fund does not have the right to vote securities on loan, but would terminate the loan and regain the right to vote if that were considered important with respect to the investment. The Fund may lose money if a borrower defaults on its obligation to return securities and the value of the collateral held by the Fund is insufficient to replace the loaned securities. In addition, the Fund is responsible for any loss that might result from its investment of the borrower’s collateral.

 

 

SERVICE PROVIDERS RISK

For each Fund: Each Fund may be subject to credit risk with respect to its custodian as well as any sub-custodian in the Fund’s custodian’s global network. The Funds could be adversely affected in the event of a custodian’s or sub-custodian’s bankruptcy, financial insolvency or financial distress. Even if a Fund’s custodian or sub-custodian does have sufficient assets to meet all claims, which may not always be the case, there could still be a delay before the Fund receives assets to satisfy that Fund’s claims. Market fluctuations during any period of delay could adversely affect the performance of a Fund if the Fund is unable to dispose of a security being held by the custodian. In addition, in the event of the insolvency or bankruptcy of the Funds’ administrator, transfer agent or custodian there are likely to be operational and other delays and additional costs and expenses associated with changes in service provider arrangements that could adversely affect the Funds. The Funds could also be adversely affected by the misfeasance of their custodian, sub-custodians, or other service providers. Each Fund is also subject to the risk of loss caused by inadequate procedures and controls, human error, and system failures by a service provider to it or an issuer of a portfolio security, each of which may negatively affect that Fund’s performance. In addition, a service provider may be unable to provide a NAV for a Fund or share class on a timely basis.

 

 

SHORT SALES

For Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Global Infrastructure Fund, Global Realty Shares, International Realty Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Estate Securities Fund: Each Fund may enter into short sales, provided the dollar amount of short sales at any one time would not exceed 25% of the net assets of that Fund, and the value of securities of any one issuer in which a Fund is short would not exceed the lesser of 2% of the value of a Fund’s net assets or 2% of the securities of any class of any issuer. These restrictions do not limit a Fund’s ability to take short positions through transactions other than short sales, such as futures, swaps or other derivatives.

For Realty Shares: The Fund may enter into short sales, provided the Fund owns an equal amount of such securities or securities convertible into or exchangeable for, without payment of any further consideration, securities of the same issue as, and in equal amount to, the securities sold short (which sales are commonly referred to as “short sales against the box”), and provided that not more than 10% of the Fund’s net assets (taken at market value) is held as collateral for such sales at any one time.

 

39


Table of Contents

For Real Assets Fund: The Fund may enter into short sales, including short sales against the box.

 

 

SWAP TRANSACTIONS

For Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, MLP & Energy Opportunity Fund, Preferred Securities and Income Fund and Real Assets Fund: The Fund may, but is not required to, use, without limit, various Swap Transactions described in this SAI and in the Fund’s Prospectus to seek to generate return, facilitate portfolio management and mitigate risks. Although the Advisor may seek to use these kinds of transactions to further the Fund’s investment objective(s), no assurance can be given that they will achieve this result.

Swap agreements are two party over-the-counter contracts entered into primarily by institutional investors that agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional amount,” i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a “basket” of credit default swaps or securities representing a particular index. The “notional amount” of the swap agreement is only used as a basis upon which to calculate the obligations that the parties to a swap agreement have agreed to exchange.

Swap agreements will tend to shift investment exposure from one type of investment to another. For example, if the Fund agreed to exchange payments in U.S. dollars for payments in a foreign currency, the swap agreement would tend to decrease the Fund’s exposure to U.S. interest rates and increase its exposure to foreign currency and interest rates. Depending on how they are used, swap agreements may increase or decrease the overall volatility of the Fund’s investments and its share price and yield. Caps and floors have an effect similar to buying or writing options.

Most swap agreements entered into are cash settled and calculate the obligations of the parties to the agreement on a “net basis.” Thus, the Fund’s current obligations (or rights) under a swap agreement generally will be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”). The Fund’s current obligations under a swap agreement will be accrued daily (offset against any amounts owed to the Fund).

Specific swap agreements include foreign currency swaps (discussed above under “Foreign Currency Transactions and Currency Hedging Transactions”); index swaps; interest rate swaps (including interest rate locks, caps, floors and collars); credit default swaps; and total return swaps (including equity swaps).

 

·  

Interest Rate Swap Transactions. An interest rate swap agreement involves the exchange of cash flows based on interest rate specifications and a specified principal amount, often a fixed payment for a floating payment that is linked to an interest rate. In an interest rate cap one party receives payments at the end of each period in which a specified interest rate on a specified principal amount exceeds an agreed rate; conversely, in an interest rate floor one party may receive payments if a specified interest rate on a specified principal amount falls below an agreed rate. Interest rate collars involve selling a cap and purchasing a floor, or vice versa, to protect the Fund against interest rate movements exceeding given minimum or maximum levels.

 

·  

Credit Default Swap Transactions (Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund only). Credit default swap agreements and similar

 

40


Table of Contents
 

agreements may have as reference obligations debt securities that are or are not currently held by the Fund. The protection “buyer” in a credit default contract may be obligated to pay the protection “seller” an upfront payment or a periodic stream of payments over the term of the contract provided generally that no credit event on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the “par value” (full notional value) of the swap in exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled.

 

·  

Total Return Swap Transactions (Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund only). In a total return or “equity” swap agreement, one party makes payments based on a set rate, either fixed or variable, while the other party makes payments based on the return of an underlying asset, which includes both the income it generates and any capital gains. The underlying reference asset of a total return swap may include an individual security, an equity index, loans or bonds.

 

·  

Commodity Swap Transactions (Real Assets Fund only). The Fund may invest in total return swaps to gain exposure to specific commodities or the overall commodity markets. A total return commodity swap is an agreement to make payments of the price appreciation from a specified commodity, basket of commodities or commodity index during the specified period, in return for payments equal to a fixed or floating rate of interest or the price appreciation from another specified commodity, basket of commodities or commodity index. Alternatively, a total return swap can be structured so that one party will make payments to the other party if the value of the relevant commodity, basket of commodities or commodity index increases, but receive payments from the other party if the value of that commodity, basket of commodities or commodity index decreases. If the commodity swap is for one period, the Fund will pay a fixed fee, established at the outset of the swap. The Fund may enter into exchanges for risk (“EFRs”), in which a position in a futures contract is exchanged for an over-the-counter swap, (or an over-the-counter swap is exchanged for a futures contract) with a commodity broker in accordance with exchange rules.

Additional Derivatives Transactions

Structured Notes (Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund only). Structured notes are privately negotiated debt obligations where the principal and/or interest is determined by reference to the performance of a benchmark asset, market or interest rate (an “embedded index”), such as selected securities or commodities, an index of securities or commodities or specified interest rates, or the differential performance of two assets or markets. When the Fund purchases a structured note, it will make a payment of principal to the counterparty. Some structured notes have a guaranteed repayment of principal while others place a portion (or all) of the principal at risk. The possibility of default by the counterparty or its credit provider may be greater for structured notes than for other types of money market instruments. The terms of such structured instruments normally provide that their principal and/or interest payments are to be adjusted upwards or downwards (but not ordinarily below zero) to reflect changes in the embedded index while the structured instruments are outstanding. As a result, the interest and/or principal payments that may be made on a structured product may vary widely, depending upon a variety of factors, including the volatility of the embedded index and the effect of changes in the embedded index on principal and/or interest payments. The rate of return on structured notes may be determined by applying a multiplier to the performance or differential performance of the referenced index or indexes or other assets. Application of a multiplier involves leverage that will serve to magnify the potential for gain and the risk of loss. Structured notes may not have an active trading market.

 

41


Table of Contents

Commodity Forward Contracts (Real Assets Fund only). A commodity forward contract, which may be standardized and exchange-traded or customized and privately negotiated, is an agreement for one party to buy, and the other party to sell, a specific quantity of an underlying commodity or other tangible asset for an agreed-upon price at a future date. A forward contract generally is settled by physical delivery of the commodity or other tangible asset underlying the forward contract to an agreed upon location at a future date (rather than settled by cash) or will be rolled forward into a new forward contract. Non-deliverable forwards (“NDFs”) specify a cash payment upon maturity. NDFs are normally used when the market for physical settlement of the currency is underdeveloped, heavily regulated or highly taxed.

 

 

TELECOMMUNICATIONS AND MEDIA COMPANIES

For Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, Global Infrastructure Fund, Preferred Securities and Income Fund and Real Assets Fund: The Funds may invest in telecommunications companies, which are companies principally engaged in the development, manufacture, or sale of communications services or communications equipment or provision of communications services, including cable television, satellite, microwave, radio, telephone and other communications media. Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund and Preferred Securities and Income Fund may also invest in media companies, which are companies that invest in, create, own, and distribute various forms of printed, visual, audio, and interactive content, as well as information databases that they sell or lease to others. Examples include the Internet, newspaper, magazine, and book publishers, movie and television studios, advertising agencies, radio and television broadcasters, as well as cable television and direct satellite broadcast system operators. Risks of investing in the telecommunications and media sector includes many of the risks of investing in the utilities sector, including government regulation of rates of return and services that may be offered. Telecommunications products and services also may be subject to rapid obsolescence resulting from changes in consumer tastes, intense competition and strong market reactions to technological development.

 

 

UTILITY COMPANIES

For Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, Global Infrastructure Fund, Preferred Securities and Income Fund, MLP & Energy Opportunity Fund and Real Assets Fund: Utility companies in which the Funds may invest generally are involved in the generation, transmission, sale or distribution of electric energy; distribution, purification and treatment of water; or production, transmission or distribution of oil or natural gas. Global Infrastructure Fund and MLP & Energy Opportunity Fund, Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, Preferred Securities and Income Fund and Real Assets Fund may invest significantly in securities of utility companies and may be susceptible to adverse economic or regulatory occurrences affecting that sector. Investing in the utility sector includes the following risks:

 

·  

high interest costs in connection with capital construction and improvement programs;

 

·  

difficulty in raising capital in adequate amounts on reasonable terms in periods of high inflation and unsettled capital markets;

 

·  

governmental regulation of rates charged to customers;

 

·  

costs associated with compliance with and changes in environmental and other regulations;

 

42


Table of Contents
·  

effects of economic slowdowns and surplus capacity;

 

·  

increased competition from other providers of utility services;

 

·  

inexperience with and potential losses resulting from a developing deregulatory environment;

 

·  

costs associated with reduced availability of certain types of fuel, occasionally reduced availability and high costs of natural gas for resale and the effects of energy conservation policies, and the potential that costs incurred by the utility, such as the cost of fuel, change more rapidly than the rate the utility is permitted to charge its customers;

 

·  

effects of a national energy policy and lengthy delays and greatly increased costs and other problems associated with the design, construction, licensing, regulation and operation of nuclear facilities for electric generation, including, among other considerations, the problems associated with the use of radioactive materials and the disposal of radioactive wastes;

 

·  

technological innovations that may render existing plants, equipment or products obsolete; and

 

·  

potential impact of terrorist activities on utility companies and their customers and the impact of natural or man-made disasters, including events such as the blackout that affected electric utility companies in many Mid-Atlantic and Midwest states in 2003 or recent wildfires in California.

Issuers in the utility sector may be subject to regulation by various governmental authorities and may be affected by the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards. In addition, there are substantial differences between the regulatory practices and policies of various jurisdictions, and any given regulatory agency may make major shifts in policy from time to time. There is no assurance that regulatory authorities will, in the future, grant rate increases or that such increases will be adequate to permit the payment of dividends on preferred or common stocks. Prolonged changes in climatic conditions can also have a significant impact on both the revenues of an electric or gas utility as well as its expenses.

 

 

WARRANTS AND RIGHTS

For each Fund: Warrants are options to buy a stated number of shares of common stock at a specified price at any time during the life of the warrant. Rights represent a privilege offered to holders of record of issued securities to subscribe (usually on a pro rata basis) for additional securities of the same class, of a different class or of a different issuer. The holders of warrants and rights have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer. The value of a warrant or right may not necessarily change with the value of the underlying securities. Warrants and rights cease to have value if they are not exercised prior to their expiration date. Investments in warrants and rights are thus speculative and may result in a total loss of any money invested in their acquisition.

 

 

DISCLOSURE OF PORTFOLIO HOLDINGS

 

 

Each Fund has adopted policies and procedures with respect to the disclosure of the Fund’s portfolio holdings and ongoing arrangements to make available such information to the general public and to certain persons on a selective basis. Except as noted below, the Funds do not provide portfolio holdings to any third party until they are made available on the Cohen & Steers website at cohenandsteers.com or through some other means of public dissemination. Disclosure of a Fund’s complete holdings are required to be made monthly on Form N-PORT no later than 30 days after the end of each month,

 

43


Table of Contents

with every third month made available to the public by the SEC 60 days after the end of the Fund’s fiscal quarter. In addition, pursuant to policies and procedures approved by the Board of Directors of each Fund, each Fund posts a preliminary list of portfolio holdings on the website quarterly, no earlier than 15 days after the end of each calendar quarter. One day after the full holdings have been published, employees of the Advisor or a Subadvisor (if applicable) may freely distribute them to third parties. This information remains available until a Fund files a publicly available report on Form N-PORT or Form N-CSR for the period that includes the date as of which the information is current. In addition to information on portfolio holdings, other Fund statistical information may be found on the Cohen & Steers Funds’ website or by calling 800-330-7348.

Pursuant to the Funds’ portfolio holdings disclosure policies and procedures, the following are exceptions to the general rule that holdings are not disclosed to third parties until posted to the website:

1. Each Fund’s portfolio holdings may be disclosed prior to public release to certain third parties (e.g., rating and ranking organizations, financial printers, pricing information vendors and other research firms) for legitimate business purposes. Disclosure is conditioned on receipt of a written confidentiality agreement, including an agreement not to trade on the basis of the information disclosed. The portfolio holdings may be disclosed to such third parties on an as-needed basis and such disclosure must be authorized by the President and Chief Executive Officer, Chief Compliance Officer, Chief Financial Officer, secretary, assistant secretary, treasurer or assistant treasurer of the Fund after the receipt of an executed confidentiality agreement. Under these circumstances, the Fund’s portfolio holdings may be disclosed, without limitation, to the following third parties: Bloomberg, Broadridge, Inc., Donnelley Financial Solutions, ICE Data Services, Institutional Shareholder Services, Inc., Investment Company Institute, Eze Software Group, Moody’s, S&P, Refinitiv, Factset, Morningstar and MSCI. The third parties listed are as of December 31, 2022 and are subject to change.

2. Each Fund’s portfolio holdings may also be disclosed between and among each Fund’s Advisor, Subadvisors (if applicable), Distributor (as defined below), administrator, co-administrator, custodian, independent registered public accounting firm and outside legal counsel for legitimate business purposes within the scope of their official duties and responsibilities, subject to their continuing duty of confidentiality and duty not to trade on the basis of any material nonpublic information, as such duties are imposed under the Code of Ethics and the Inside Information Policies and Procedures applicable to the Advisor, Distributor and administrator, and as imposed on the other parties by agreement or under applicable laws, rules and regulations.

3. Each Fund’s Advisor, Subadvisors (if applicable), administrator, co-administrator or custodian may, for legitimate business purposes within the scope of their official duties and responsibilities, disclose portfolio holdings to one or more broker-dealers during the course of, or in connection with, normal day-to-day securities transactions with such broker-dealers, subject to the broker-dealer’s legal obligation not to use or disclose material nonpublic information concerning a Fund’s portfolio holdings.

4. Each Fund may provide certain information (other than complete portfolio holdings) related to its portfolio holdings or derived from its portfolio holdings to the media so long as the Funds’ Chief Compliance Officer, or his or her designated representative, determines that the Fund has a legitimate business purpose for disclosing the information and the dissemination cannot be reasonably seen to give the recipient of such information an advantage in trading Fund shares or in any other way harm the Fund or its shareholders. Such information may include a small number of portfolio holdings (including information that the Fund no longer holds a particular security) or general information about the Fund’s portfolio holdings that cannot be used to determine the Fund’s portfolio holdings or

 

44


Table of Contents

any portion thereof. Information about a security may not be released if it could reasonably be seen to interfere with the current or future purchase or sale activities of the Fund or is contrary to applicable law.

5. Fund portfolio holdings may also be disclosed to any person as required by applicable laws, rules and regulations. Examples of such required disclosure include, but are not limited to, disclosure (1) in a filing or submission with the SEC or another regulatory body, (2) in connection with a lawsuit, or (3) as required by court order.

6. In certain circumstances, Cohen & Steers may provide Fund portfolio holdings information on an accelerated basis outside of an ongoing arrangement. For example, from time to time Cohen & Steers may receive requests for proposals (“RFPs”) from consultants or potential clients that request information about a Fund’s holdings on an accelerated basis. As long as such requests are on a one-time basis, and do not result in continued receipt of data, such information may be provided in the RFP as of the most recent month end regardless of lag time. The RFP will include a confidentiality legend stating that the information contained in the RFP is confidential and the recipient agrees not to trade on such information. Any information will only be provided in cases where Cohen & Steers has reason to believe that the data will be used only for legitimate business purposes.

7. Cohen & Steers occasionally may work with a transition manager to move a large account into or out of a Fund. To reduce the impact to the Fund, such transactions may be conducted on an in-kind basis using shares of portfolio securities rather than cash. Cohen & Steers may provide accelerated portfolio holdings disclosure to the transition manager with little or no lag time to facilitate such transactions, but only if the transition manager enters into an appropriate confidentiality agreement.

Each Fund may from time to time post portfolio holdings on the Cohen & Steers website on a more timely basis than 15 days after calendar quarter-end if warranted by market conditions or other circumstances.

 

 

INVESTMENT RESTRICTIONS

 

 

The investment objective(s) and the principal investment strategies and investment techniques of each Fund are described in each Fund’s Prospectus. Each Fund has also adopted certain investment restrictions limiting the following activities, except as specifically authorized.

 

 

FUNDAMENTAL POLICIES

The following restrictions have been adopted as fundamental policies by the Funds, as specified below. Under the 1940 Act, a fundamental policy may not be changed without the vote of a majority of the outstanding voting securities of a Fund, as defined under the 1940 Act, to mean the lesser of (1) 67% or more of the shares present at a meeting of shareholders of a Fund, if the holders of more than 50% of the outstanding shares of that Fund are present or represented by proxy, or (2) more than 50% of the outstanding shares of a Fund.

Borrowing

For each Fund (other than Global Realty Shares and Real Assets Fund): The Fund may not borrow money, or pledge its assets, except that the Fund may borrow money from banks for temporary or emergency purposes, including the meeting of redemption requests which might require the untimely disposition of securities.

 

45


Table of Contents

Borrowing in the aggregate may not exceed 15%, and borrowing for purposes other than meeting redemptions may not exceed 5%, of the value of the Fund’s total assets (including the amount borrowed) less liabilities (not including the amount borrowed) at the time the borrowing is made. Outstanding borrowings in excess of 5% of the value of the Fund’s total assets will be repaid before any subsequent investments are made.

For Global Realty Shares: The Fund may not borrow money, except that it may borrow from banks to increase its holdings of portfolio securities in an amount not to exceed 30% of the value of its total assets and may borrow for temporary or emergency purposes from banks and entities other than banks in an amount not to exceed 5% of the value of its total assets; provided that aggregate borrowing at any time may not exceed 30% of the Fund’s total assets.

For Real Assets Fund: The Fund may borrow money to the extent permitted by the 1940 Act, which provides that the Fund may borrow from a bank provided that immediately after any such borrowing, total assets (including the amount borrowed) less liabilities other than debt obligations represent at least 300% of outstanding debt obligations.

Senior Securities

For each Fund (other than Realty Shares): The Fund may not issue any senior securities, except that collateral arrangements with respect to transactions such as forward contracts, futures contracts, short sales or options, including deposits of initial and variation margin, shall not be considered to be the issuance of a senior security for purposes of this restriction.

For Realty Shares: The Fund may not issue any senior securities, except to the extent permitted by the 1940 Act.

Underwriting

For each Fund (other than Realty Shares): The Fund may not act as an underwriter of securities issued by other persons, except insofar as the Fund may be deemed an underwriter in connection with the disposition of securities.

For Realty Shares: The Fund may not act as an underwriter of securities, except that the Fund may acquire restricted securities under circumstances in which, if such securities were sold, the Fund might be deemed to be an underwriter for purposes of the Securities Act.

Real Estate

For Global Realty Shares and Real Estate Securities Fund: The Fund may not purchase or sell real estate, except that the Fund may invest in securities of companies that deal in real estate or are engaged in the real estate business, including REITs, and securities secured by real estate or interests therein and the Fund may hold and sell real estate acquired through default, liquidation, or other distributions of an interest in real estate as a result of the Fund’s ownership of such securities.

For Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, Global Infrastructure Fund, Institutional Realty Shares, International Realty Fund, MLP & Energy Opportunity Fund, Preferred Securities and Income Fund and Real Assets Fund: The Fund may not purchase or sell real estate or mortgages on real estate, except that the Fund may invest in securities of companies that deal in real estate or are engaged in the real estate business, including REITs, and securities secured by real estate or interests therein and the Fund may hold and sell real estate or mortgages acquired on real estate acquired through default, liquidation, or other distributions of an interest in real estate as a result of the Fund’s ownership of such securities.

 

46


Table of Contents

For Realty Shares: The Fund may not purchase or sell real estate, except that the Fund may purchase securities issued by companies in the real estate industry and will, as a matter of fundamental policy, concentrate its investments in such securities.

Commodities and Commodity Futures Contracts:

For purposes of the investment restrictions below, at the time of the establishment of the restriction, swap contracts on financial instruments or rates were not within the understanding of the terms “commodities” or “commodity futures contracts,” and notwithstanding any federal legislation or regulatory action by the CFTC that subjects such swaps to regulation by the CFTC, the Funds will not consider such instruments to be commodities or commodity futures contracts for purposes of the below restrictions.

For each Fund (other than MLP & Energy Opportunity Fund and Real Assets Fund): The Fund may not purchase or sell commodities or commodity futures contracts, except that the Fund may invest in financial futures contracts, options thereon and similar instruments.

For MLP & Energy Opportunity Fund: The Fund may purchase and sell commodities or commodity contracts, including futures contracts, to the maximum extent permitted by applicable law.

For Real Assets Fund: The Fund may purchase and sell commodities to the maximum extent permitted by applicable law.

Lending

For each Fund: The Fund may not make loans to other persons except through the lending of securities held by it (but not to exceed a value of one-third of total assets), through the use of repurchase agreements, and by the purchase of debt securities, all in accordance with its investment policies.

Concentration

For purposes of determining compliance with the investment restrictions below, the Advisor uses a customized set of industry sectors for classifying securities based on classifications developed by third party providers. The set of industry sectors used by the Advisor with respect to a particular Fund may change over time and without notice to investors, and in certain cases, may differ from the set of industry sectors used by the Advisor with respect to other Funds. In addition, to the extent that any Fund listed below invests in securities of other open- or closed-end investment companies, including ETFs, that Fund will consider the investments of those underlying open- and closed-end investment companies, to the extent known by the Fund, in determining whether the Fund is concentrated in a particular industry.

For Alternative Income Fund: The Fund may not invest 25% or more of its net assets in securities of issuers in any particular industry. This limitation shall exclude securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities.

For Global Infrastructure Fund: The Fund may not invest more than 25% of its net assets in securities of issuers in any one industry, except for securities in infrastructure companies.

For International Realty Fund: The Fund may not invest 25% or more of its net assets in securities of issuers in any particular industry, except that the Fund will invest at least 25% of the value of its net assets in securities of companies engaged in the real estate industry and provided that this limitation shall exclude securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities.

 

 

47


Table of Contents

For Institutional Realty Shares: The Fund may not, with the exception of the real estate industry, invest more than 25% of its total assets in any one industry or group of industries.

For MLP & Energy Opportunity Fund: The Fund may not invest more than 25% of its total assets in securities of issuers in any one industry except that the Fund will, under normal circumstances, invest more than 25% of its assets in the energy industry and may invest to an unlimited degree in securities issued or guaranteed by the U.S. government or by its agencies or instrumentalities.

For Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund and Preferred Securities and Income Fund: The Fund may not invest 25% or more of its net assets in securities of issuers in any particular industry, except that the Fund will invest at least 25% of the value of its net assets in securities of companies engaged in the financials sector and provided that this limitation shall exclude securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities.

For Real Assets Fund: The Fund may not invest 25% or more of its net assets in securities of issuers in any particular industry, except that the Fund will invest at least 25% of the value of its net assets in investments offering exposure to real assets, which includes commodities, natural resources, precious metals, real estate and infrastructure and provided that this limitation shall exclude securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities.

For Realty Shares: The Fund may not purchase or sell real estate, except that the Fund may purchase securities issued by companies in the real estate industry and will, as a matter of fundamental policy, concentrate its investments in such securities

For Global Realty Shares: The Fund will concentrate more than 25% of its net assets in securities of issuers in real estate or related industries. The Fund’s investment in companies engaged in businesses outside the real estate industry which possess significant real estate holdings will be deemed to be in the real estate industry for purposes of its investment objective and its policy on industry concentration. This concentration policy will not limit the Fund’s purchase of obligations issued by the U.S. government and its agencies or instrumentalities, or cash equivalents (which will not be used to concentrate investments in a single industry other than real estate).

 

 

ADDITIONAL FUNDAMENTAL POLICIES

For Realty Shares only: In addition to the fundamental policies noted above, Realty Shares has adopted the following investment restrictions as fundamental policies. Realty Shares may not:

1. Make short sales of securities or maintain a short position, unless at all times when a short position is open the Fund owns an equal amount of such securities or securities convertible into or exchangeable for, without payment of any further consideration, securities of the same issue as, and equal in amount to, the securities sold short (which sales are commonly referred to as “short sales against the box”), and unless not more than 10% of the Fund’s net assets (taken at market value) is held as collateral for such sales at any one time.

2. Invest in interests in oil, gas, or other mineral exploration or development programs.

3. Participate on a joint or joint and several basis in any securities trading account.

4. Invest in companies for the purpose of exercising control.

5. Pledge, hypothecate, mortgage or otherwise encumber its assets, except to secure permitted borrowings.

 

 

48


Table of Contents

6. Purchase securities on margin, except for such short-term credits as may be necessary for the clearance of transactions and except for borrowings in an amount not exceeding 10% of the value of the Fund’s total assets.

 

 

NON-FUNDAMENTAL POLICIES

The following investment restrictions have been adopted as non-fundamental policies by the Funds, as specified below. They may be changed at any time by vote of a majority of the Board of Directors of an applicable Fund.

Other Investment Companies

For each Fund: The Fund may not acquire or retain securities of any investment company, except that the Fund may (a) acquire securities of investment companies up to the limits permitted by Section 12(d)(1) of the 1940 Act, and (b) acquire securities of any investment company as part of a merger, consolidation or similar transaction.

Short Sales

For each Fund (other than Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Preferred Securities and Income Fund, Real Assets Fund, Alternative Income Fund and Realty Shares): The Fund may not make short sales whereby the dollar amount of short sales at any one time would exceed 25% of the net assets of the Fund.

Options

For each Fund (other than Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund, Real Assets Fund and Real Estate Securities Fund): The Fund may not invest in puts, calls, straddles, spreads or any combination thereof, except that the Fund may (a) purchase put and call options on securities and securities indexes, and (b) write covered put and call options on securities and securities indexes, provided that (i) the securities underlying such options are within the investment policies of the Fund; (ii) at the time of such investment, the value of the aggregate premiums paid for such securities does not exceed 5% of the Fund’s total assets; and (iii) the value of the underlying securities on which options may be written at any one time does not exceed 25% of total assets.

Oil, Gas and Minerals

For each Fund (other than Institutional Realty Shares, MLP & Energy Opportunity Fund, Alternative Income Fund, Real Assets Fund and Realty Shares): The Fund may not invest in oil, gas or other mineral exploration programs, development programs or leases, except that the Fund may purchase securities of companies engaging in whole or in part in such activities.

Pledging, Mortgaging or Hypothecation of Assets

For each Fund (other than Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund, Realty Shares and Real Assets Fund): The Fund may not pledge, mortgage or hypothecate its assets except in connection with permitted borrowings. For the avoidance of doubt, the deposit or payment of initial or variation margin in connection with futures contracts or related options will not be deemed to be a pledge, mortgage or hypothecation of assets.

 

49


Table of Contents

Purchasing Securities on Margin

For each Fund (other than Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, MLP & Energy Opportunity Fund, Alternative Income Fund, Preferred Securities and Income Fund, Real Assets Fund and Realty Shares): The Fund may not purchase securities on margin, except short-term credits as are necessary for the purchase and sale of securities, provided that the deposit or payment of initial or variation margin in connection with futures contracts or related options will not be deemed to be a purchase on margin.

 

 

MANAGEMENT OF THE FUNDS

 

 

The business and affairs of each Fund are managed under the direction of its Board of Directors. Each Board of Directors approves all significant agreements between the Fund and persons or companies furnishing services to it, including the Fund’s agreements with its Advisor, subadvisors, administrator, co-administrator, custodian and SS&C GIDS, Inc. (the “Transfer Agent”). The Boards of Directors of Alternative Income Fund, Global Infrastructure Fund, Global Realty Shares, International Realty Fund, Real Assets Fund and MLP & Energy Opportunity Fund also approve agreements with Cohen & Steers Asia Limited (“CNS Asia”) and Cohen & Steers UK Limited (“CNS UK”), the investment sub-advisors for those respective Funds (each of CNS Asia and CNS UK are referred to in this SAI as a “Subadvisor” and collectively as the “Subadvisors”). The management of each Fund’s day-to-day operations is delegated to its officers, the Advisor, the Subadvisors (if applicable), the administrator and co-administrator, and Transfer Agent, subject always to the investment objective and policies of the Fund and to the general supervision of the Board of Directors. The Directors and officers of each Fund and their principal occupations during at least the past five years are set forth below. Each such Director and officer is also a Director or officer of some or all of the twenty one funds in the Cohen & Steers Fund Complex.

 

Name, Address(1)
and Year of Birth

 

Position(s) Held

with Funds

 

Term of

Office(2)

 

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

 

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

 

Length of
Time Served(3)

Interested Directors(4)

         

Joseph M. Harvey

1963

 

Director and

Chair

 

Until Next

Election of Directors

  Chief Executive Officer of the Advisor and CNS since 2022. President of the Advisor since 2003 and CNS since 2004. Chief Investment Officer of CSCM from 2003 to 2019. Prior to that, Senior Vice President and Director of Investment Research of CSCM.   21   Since

2014

Adam M. Derechin

1964

  Director  

Until Next

Election of Directors

  Chief Operating Officer of CSCM since 2003 and CNS since 2004. President and Chief Executive Officer of the Funds from 2005 to 2021.   21   Since

2021

 

50


Table of Contents

Name, Address(1)
and Year of Birth

 

Position(s) Held

with Funds

 

Term of

Office(2)

 

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

 

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

 

Length of
Time Served(3)

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.   21   Since

2011

George Grossman

1953

  Director  

Until Next

Election of Directors

  Attorney-at-law.   21   Since

1993

Dean A. Junkans

1959

  Director  

Until Next

Election of Directors

  CFA; Advisor to SigFig (a registered investment advisor) since July, 2018; 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; formerly, Corporate Executive Board Member of the National Chief Investment Officers Circle, 2010 to 2015; formerly, Member of the Board of Governors of the University of Wisconsin Foundation, River Falls, 1996 to 2004; U.S. Army Veteran, Gulf War.   21   Since

2015

 

51


Table of Contents

Name, Address(1)
and Year of Birth

 

Position(s) Held

with Funds

 

Term of

Office(2)

 

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

 

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

 

Length of
Time Served(3)

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.   21   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 2003-2004.   21   Since

2015

 

52


Table of Contents

Name, Address(1)
and Year of Birth

 

Position(s) Held

with Funds

 

Term of

Office(2)

 

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

 

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

 

Length of
Time Served(3)

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 and 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 and Hambros International Venture Capital Fund from 1988 to 1989.   21   Since
2017

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; Managing Director, Public Investments Department, Northwestern Mutual Investment Management Company, LLC from 2012 to 2019; Member, Milwaukee Film, LLC Board of Directors from 2016 to 2019.   21   Since

2021

(1)

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

(2)

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

(3)

The length of time served represents the year in which the Director was first elected or appointed to any fund in the Cohen & Steers Fund Complex.

(4)

“Interested persons,” as defined in the 1940 Act, on the basis of their affiliation with the Advisor (“Interested Directors”).

Each Director, except Mses. Richards and Rogers-Windsor, and Mr. Derechin, who were appointed to the Board in September 2017, March 2021, and December 2021, respectively, has been a Director of the funds in the Cohen & Steers Fund Complex for at least five years. Additional information follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each Independent Director possesses which the Board believes has prepared him or her to be an effective Director.

 

53


Table of Contents
·  

Michael G. Clark—In addition to his tenure as a Director of the Cohen & Steers funds, Mr. Clark has served as the Cohen & Steers funds’ lead Independent Director since January 2018, acting as liaison between the Boards and the Independent Directors. Mr. Clark previously served as the Chair of the Boards’ Nominating Committee from 2015 to 2022 and Dividend Committee from 2018 to 2022. Prior to becoming a Director of the Cohen & Steers funds, Mr. Clark served as President of the DWS family of funds and Managing Director of Deutsche Asset Management for over five years. Prior to that, he held senior management positions at Merrill Lynch Investment Managers and Merrill Lynch Asset Management, and prior thereto, was an auditor at Merrill Lynch & Co. and Deloitte & Touche. He has over 25 years of investment management and financial services industry experience and is a Certified Public Accountant and Chartered Financial Analyst charterholder.

 

·  

George Grossman—In addition to his tenure as a Director of the Cohen & Steers funds, Mr. Grossman has practiced commercial and residential real estate law, real estate development, zoning and complex financing for over 30 years, managing his own law firm. Mr. Grossman previously served as the Chair of the Boards’ Contracts Review Committee from 2004 to 2022, coordinating the information presented to the Boards in connection with the renewal of each Fund’s management contracts as well as interacting with the independent third-party service provider.

 

·  

Dean A. Junkans— In addition to his tenure as a Director of the Cohen & Steers funds, Mr. Junkans has served as the Chair of the Boards’ Contracts Review Committee since January 1, 2023, and previously served as the Chair of the Boards’ Governance Committee from 2018 to 2022. Currently, Mr. Junkans also serves as an advisor to SigFig (a registered investment advisor) since July 2018. Prior to becoming a Director of the Cohen & Steers funds, Mr. Junkans was Chief Investment Officer at Wells Fargo Private Bank from 2004 to 2014 and Chief Investment Officer of the Wealth, Brokerage and Retirement group at Wells Fargo & Company from 2011 to 2014. He was a member and Chair of the Claritas Advisory Committee at the CFA Institute from 2013 to 2015, and was also a board member and Investment Committee member of Bethel University Foundation from 2010 to 2022. He was a member of the Board of Governors of the University of Wisconsin Foundation, River Falls, from 1996 to 2004, and is a U.S. Army Veteran. Mr. Junkans is also a Chartered Financial Analyst charterholder.

 

·  

Gerald J. Maginnis—In addition to his tenure as a Director of the Cohen & Steers funds, Mr. Maginnis has served as Chair of the Board’s Audit Committee since 2019. He has also served as a member of the Board of Directors and the Audit Committee Chair of inTEST Corporation since 2020. Prior to becoming a Director of the Cohen & Steers funds, Mr. Maginnis was Partner in Charge of KPMG’s Audit Practice in Pennsylvania from 2002 to 2008, and served as KPMG’s Philadelphia Office Managing Partner from 2006 to 2015. He served as President of the Pennsylvania Institute of Certified Public Accountants (PICPA) from 2014 to 2015, and was a member of the Council of the American Institute of Certified Public Accounts (AICPA) from 2013 to 2017. He was a member of the Board of Directors of PICPA from 2012 to 2016 and was a member of the Board of Trustees of the AICPA Foundation from 2015 to 2020. He has previously served on the boards of several non-profit organizations. Mr. Maginnis holds a BS from St. Joseph’s University and is a Certified Public Accountant.

 

·  

Jane F. Magpiong—In addition to her tenure as a Director of the Cohen & Steers funds, Ms. Magpiong has served as Chair of the Board’s Nominating Committee and the Boards’ Governance Committee since January 1, 2023. Prior to becoming a Director of the Cohen & Steers funds, Ms. Magpiong was Executive Vice President of Fleet Private Clients Group from 2003 to 2004, President of Bank of America Private Bank from 2005 to 2008, National Head of Wealth

 

54


Table of Contents
 

Management at TIAA-CREF from 2008 to 2011, and Senior Managing Director of Leadership Development at TIAA-CREF from 2011 to 2013. Ms. Magpiong has over 26 years of investment management experience, and has previously served on the boards of several charitable foundations. Ms. Magpiong holds a BA from the University of California at Santa Barbara and a Masters in Management from the University of Redlands.

 

·  

Daphne L. Richards—In addition to her tenure as a Director of the Cohen & Steers funds, Ms. Richards has served as Chair of the Board’s Dividend Committee since January 1, 2023. Ms. Richards has been President and Chief Investment Officer of Ledge Harbor Management since 2016. She also has served as a member of the Investment Committee of the Berkshire Taconic Community Foundation since 2015 and a member of the Advisory Board of the Northeast Dutchess Fund since 2016. Ms. Richards was formerly an Independent Director of Cartica Management, LLC from 2015 to 2022. Previously, Ms. Richards worked at Bessemer Trust 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, and Hambros Venture Capital Fund from 1988 to 1989.

 

·  

Ramona Rogers-Windsor—In addition to serving as a Director of the Cohen & Steers funds, Ms. Rogers-Windsor serves as a member of the Capital Southwest Board of Directors since 2021 and as a member of the Thomas Jefferson University Board of Trustees since December 2020. Previously, Ms. Rogers-Windsor spent over 23 years in investment management with Northwestern Mutual Investment Company, LLC, most recently as Managing Director and Portfolio Manager. Prior to that, Ms. Rogers-Windsor served as a financial officer with Northwestern Mutual Life. Ms. Rogers-Windsor has over 38 years of experience across multiple segments of the financial services industry and has previously served on the boards of several non-profit organizations. Ms. Rogers-Windsor holds a BS in Accounting from Marquette University and is a Certified Public Accountant and Chartered Financial Analyst charterholder.

The Boards believe that the significance of each Director’s experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Director may not have the same value for another) and that these factors are best evaluated at the board level, with no single Director, or particular factor, being indicative of board effectiveness. However, the Boards believe that Directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; the Boards believe that their members satisfy this standard. Experience relevant to having this ability may be achieved through a Director’s educational background; business, professional training or practice (e.g., accounting or law), public service or academic positions; experience from service as a board member (including the Boards of the Funds) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. The charter for the Boards’ Nominating Committee contains certain other specific requirements and factors considered by the Committee in identifying and selecting Director candidates.

To assist them in evaluating matters under federal and state law, the Directors are counseled by their own independent legal counsel, who participates in Board meetings and interacts with the Advisor, and also may benefit from information provided by the Funds’ and the Advisor’s counsel; both Board and Fund counsel have significant experience advising funds and fund board members. Each Board and its committees have the ability to engage other experts as appropriate. Each Board evaluates its performance on an annual basis.

 

55


Table of Contents

Board Composition and Leadership Structure. The 1940 Act requires that at least 40% of a Fund’s directors not be “interested persons” (as defined in the 1940 Act) of the Fund and, as such, not affiliated with the Advisor (“Independent Directors”). To rely on certain exemptive rules under the 1940 Act, a majority of a Fund’s Directors must be Independent Directors, and for certain important matters, such as the approval of investment advisory agreements or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent Directors. Currently, over 75% of the Fund’s Directors are Independent Directors. The Chair of the Boards is an interested person of the Funds, and the Independent Directors have designated a lead Independent Director who chairs meetings or executive sessions of the Independent Directors, reviews and comments on Board meeting agendas, represents the views of the Independent Directors to management and facilitates communication among the Independent Directors and their counsel. Each Board has determined that its leadership structure, in which the Independent Directors have designated Michael G. Clark as lead Independent Director to function as described above, is appropriate in light of the services that the Advisor and its affiliates provide to the Funds and potential conflicts of interest that could arise from these relationships.

Officers of the Funds. The officers of the Funds, their addresses, their years of birth, and their principal occupations for at least the past five years are set forth below.

ALL FUNDS

 

Name, Address(1)
and Year of Birth

  

Position(s) Held
with the Funds(2)

  

Principal Occupation During at Least the Past Five Years

  

Length of

Time Served(3)

James Giallanza

1966

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

Albert Laskaj

1977

   Treasurer and Chief Financial Officer    Senior Vice President of CSCM since 2019. Prior to that, Vice President of CSCM since 2015.    2015

Dana A. DeVivo

1981

   Secretary and Chief Legal Officer    Senior Vice President of CSCM since 2019. Prior to that, Vice President of CSCM since 2013.    2015

Stephen Murphy

1966

   Chief Compliance Officer and Vice President    Senior Vice President of the Advisor since 2019. Prior to that, Managing Director at Mirae Asset Securities (USA) Inc. since 2017. Prior to that, Vice President and Chief Compliance Officer of Weiss Multi-Strategy Advisers LLC since 2011.    2019

LOW DURATION PREFERRED AND INCOME FUND, PREFERRED SECURITIES AND INCOME SMA SHARES AND PREFERRED SECURITIES AND INCOME FUND

 

Name, Address(1)

and Year of Birth

  

Position(s) Held

with Fund(2)

  

Principal Occupation During Past Five Years

  

Length of

Time Served(3)

William F. Scapell

1967

   Vice President    Executive Vice President of the Advisor since 2014 and prior to that, Senior Vice President of the Advisor since 2003.    2003

Elaine Zaharis-Nikas

1973

   Vice President    Senior Vice President of the Advisor since 2014. Prior to that, Vice President of the Advisor since 2005.    2015

 

56


Table of Contents

ALTERNATIVE INCOME FUND

 

Name, Address(1)

and Year of Birth

  

Position(s) Held

with the  Funds(2)

  

Principal Occupation During Past Five Years

  

Length of

Time Served(3)

Jon Cheigh

1972

   Vice President    Chief Investment Officer of the Advisor since 2019 and Executive Vice President of the Advisor since 2012. Prior to that, Senior Vice President of the Advisor since 2007.    2007

Vincent L. Childers

1976

   Vice President    Senior Vice President of the Advisor since 2013. Prior to that, portfolio manager for real asset strategies at AllianceBernstein.    2013

MLP & ENERGY OPPORTUNITY FUND

 

Name, Address(1)

and Year of Birth

  

Position(s) Held
with Fund(2)

  

Principal Occupation During Past Five Years

  

Length of

Time Served(3)

Benjamin Morton

1974

   Vice President    Executive Vice President of the Advisor since 2019. Prior to that, Senior Vice President of the Advisor since 2010 and Vice President of the Advisor since 2005.    2013

Tyler S. Rosenlicht

1985

   Vice President    Senior Vice President of the Advisor since 2018. Prior to that, Vice President of the Advisor since 2015 and an Analyst of the Advisor since 2012.    2015

GLOBAL INFRASTRUCTURE FUND

 

Name, Address(1)

and Year of Birth

  

Position(s)

Held with Fund(2)

  

Principal Occupation During Past Five Years

  

Length of

Time Served(3)

Benjamin Morton

1974

   Vice President    Executive Vice President of CSCM since 2019. Prior to that, Senior Vice President of CSCM since 2010.    2013

Tyler S. Rosenlicht

1985

   Vice President    Senior Vice President of CSCM since 2018. Prior to that, Vice President of CSCM since 2015.    2015

Christopher Rhine

1979

   Vice President    Senior Vice President of CSCM since 2012.    2017

Thuy Quynh Dang

1979

   Vice President    Vice President of CSCM since 2011.    2022

GLOBAL REALTY SHARES AND INTERNATIONAL REALTY FUND

 

Name, Address(1)

and Year of Birth

  

Position(s)

Held with Fund(2)

  

Principal Occupation During Past Five Years

  

Length of

Time Served(3)

Jon Cheigh

1972

   Vice President    Chief Investment Officer of the Advisor since 2019, and Executive Vice President of the Advisor since 2012. Prior to that, Senior Vice President of the Advisor since 2007.    2007

 

57


Table of Contents

REAL ASSETS FUND

 

Name, Address(1)

and Year of Birth

  

Position(s)

Held with Fund(2)

  

Principal Occupation During Past Five Years

  

Length of

Time Served(3)

Vincent L. Childers

1976

   Vice President    Senior Vice President of the Advisor since 2013. Prior to that, portfolio manager for real asset strategies at AllianceBernstein.    2013

Yigal D. Jhirad

1964

   Vice President    Senior Vice President of the Advisor since 2007.    2007

Jon Cheigh

1972

   Vice President    Chief Investment Officer of the Advisor since 2019 and Executive Vice President of the Advisor since 2012. Prior to that, Senior Vice President of the Advisor since 2007.    2007

Benjamin Ross

1971

   Vice President    Senior Vice President of the Advisor since 2013. Prior to that, co-portfolio manager of the Active Commodities strategy at GE Asset Management since its 2006 inception.    2013

William F. Scapell

1967

   Vice President    Executive Vice President of the Advisor since 2014 and prior to that, Senior Vice President of the Advisor since 2003.    2003

Jason Yablon

1979

   Vice President    Executive Vice President of the Advisor since 2022. Prior to that, Senior Vice President of the Advisor since 2014.    2012

INSTITUTIONAL REALTY SHARES AND REALTY SHARES

 

Name, Address(1)

and Year of Birth

  

Position(s)

Held with Fund(2)

  

Principal Occupation During Past Five Years

  

Length of

Time Served(3)

Jon Cheigh

1972

   Vice President    Chief Investment Officer of the Advisor since 2019 and Executive Vice President of the Advisor since 2012. Prior to that, Senior Vice President of the Advisor since 2007.    2007

Jason Yablon

1979

   Vice President    Executive Vice President of the Advisor since 2022. Prior to that, Senior Vice President of the Advisor since 2014.    2012

Mathew Kirschner

1979

   Vice President    Senior Vice President of the Advisor since 2019. Prior to that, Vice President of the Advisor since 2010.    2020

REAL ESTATE SECURITIES FUND

 

Name, Address(1)

and Year of Birth

  

Position(s)

Held with Fund(2)

  

Principal Occupation During Past Five Years

  

Length of

Time Served(3)

Yigal D. Jhirad

1964

   Vice President    Senior Vice President of the Advisor since 2007.    2007

Jason Yablon

1979

   Vice President    Executive Vice President of the Advisor since 2022. Prior to that, Senior Vice President of the Advisor since 2014.    2012

Mathew Kirschner

1979

   Vice President    Senior Vice President of the Advisor since 2019. Prior to that, Vice President of the Advisor since 2010.    2020

(1)

The address for all officers is 280 Park Avenue, New York, NY 10017.

(2)

Each appointed by the Board of Directors and serves at the pleasure of the Board of Directors.

(3)

The length of time served represents the year in which the officer was first appointed to any Fund in the Cohen & Steers Fund Complex.

 

58


Table of Contents

All of the officers of a Fund are officers or employees of the Advisor and its affiliates. Their affiliations with the Funds and with the Advisor are provided under their principal business occupations.

The following table provides information concerning the dollar range of each Fund’s equity securities owned by each Director and the aggregate dollar range of securities owned in the Cohen & Steers Fund Complex, each as of December 31, 2022.

A—None

B—$1-$10,000

C—$10,001-$50,000

D—$50,001-$100,000

E—Over $100,000

 

   

Low
Duration
Preferred
and
Income
Fund

 

Alternative
Income
Fund

 

Preferred
Securities
and
Income
SMA
Shares

 

MLP &
Energy
Opportunity
Fund

 

Global
Infrastructure
Fund

 

Global
Realty
Shares

 

Institutional
Realty
Shares

 

International
Realty
Fund

 

Preferred
Securities
and
Income
Fund

 

Real
Assets
Fund

 

Real
Estate
Securities
Fund

 

Realty
Shares

 

Aggregate
Dollar
Range
of Equity
Securities in
the  Cohen &
Steers Fund
Complex(1)

Joseph M. Harvey

  A   A   A   A   A   A   E   A   A   E   A   A   E

Adam M. Derechin

  E   E   A   A   A   A   E   A   A   E   A   A   E

Michael G. Clark

  C   C   A   C   C   C   A   C   C   C   C   A   E

Gerald J. Maginnis

  C   C   A   C   C   C   C   C   C   C   C   C   E

George Grossman

  A   A   A   A   A   C   A   A   A   A   D   D   E

Dean A. Junkans

  E   A   A   D   A   A   A   A   E   A   A   D   E

Jane F. Magpiong

  C   C   A   C   C   C   E   A   E   C   A   A   E

Daphne L. Richards

  A   A   A   A   A   A   A   A   E   A   A   E   E

Ramona Rogers-Windsor

  A   A   A   A   B   B   A   B   B   A   A   A   D

(1)

Aggregate dollar range includes ownership of 9 other Cohen & Steers closed-end funds.

Conflicts of Interest. No Independent Director and none of their immediate family members, owns any securities issued by the Advisor or the Distributor, or any person or entity (other than a Fund and other funds in the Cohen & Steers Fund Complex) directly or indirectly controlling, controlled by, or under common control with the Advisor or the Distributor.

 

 

BOARD’S ROLE IN FUND GOVERNANCE

Committees. Each Fund’s Board of Directors has five standing committees, the Audit Committee, the Nominating Committee, the Contract Review Committee, the Governance Committee and the Dividend Committee. Each Committee is composed solely of Independent Directors. All of the Independent Directors are members of the Nominating and Contract Review Committees. The members of the Governance Committee of each Fund are Mses. Magpiong and Richards and Messrs. Junkans and Grossman. The members of the Audit Committee of each Fund are Ms. Rogers-Windsor and Messrs. Clark and Maginnis. Mr. Maginnis was elected to serve as Audit Committee Chair effective January 1, 2019. The members of the Dividend Committee of each Fund are Mses. Richards and Rogers-Windsor and Messrs. Junkans and Maginnis.

For the fiscal years ended: (i) December 31, 2021 for each Fund other than Low Duration Preferred and Income Fund, Alternative Income Fund, Preferred Securities and Income SMA Shares, and MLP & Energy Opportunity Fund; (ii) April 30, 2022 for Low Duration Preferred and Income Fund;

 

59


Table of Contents

(iii) October 31, 2022 for Alternative Income Fund and Preferred Securities and Income SMA Shares, Inc., and (iv) November 30, 2021 for MLP & Energy Opportunity Fund, the number of committee meetings was as follows:

 

   

Contract
Review
Committee

 

Governance
Committee

 

Nominating
Committee

 

Audit
Committee

 

Dividend
Committee

Low Duration Preferred and Income Fund

  2   4   0   3   2

Alternative Income Fund

  2   4   0   3   2

Preferred Securities and Income SMA Shares

  2   4   0   3   0

MLP & Energy Opportunity Fund

  2   4   0   3   0

Global Infrastructure Fund

  2   4   0   3   0

Global Realty Shares

  2   4   0   3   0

Institutional Realty Shares

  2   4   0   3   0

International Realty Fund

  2   4   0   3   0

Preferred Securities and Income Fund

  2   4   0   3   2

Real Assets Fund

  2   4   0   3   0

Real Estate Securities Fund

  2   4   0   3   0

Realty Shares

  2   4   0   3   0

The function of each Audit Committee is to assist the Board of Directors in its oversight of the Fund’s financial reporting process. The functions of each Nominating Committee are to identify individuals qualified to become members of the Board of Directors in the event that a position is vacated or created, to select the Director nominees for any future meeting of shareholders and to set any necessary standards or qualifications for service on the Board of Directors. Each Nominating Committee will consider nominees properly recommended by the Fund’s shareholders. Shareholders who wish to recommend a nominee should send nominations that include, among other things, biographical data and the qualifications of the proposed nominee to their Fund’s Secretary. The main functions of the Contract Review Committee are to make recommendations to the Board of Directors after reviewing advisory and other contracts that the Fund has with the Advisor and Subadvisors (if applicable) and to select third parties to provide evaluative reports and other information regarding the services provided by the Advisor to the Board. The main function of each Governance Committee is to assist the Board in the oversight of appropriate and effective governance of the Fund. Each Governance Committee will oversee, among other things, the structure and composition of the Board committees, the size of the Board and the compensation of Independent Directors for service on the Board and any Board committee. The main function of each Dividend Committee is to assist the Board in the oversight of the Funds’ process for determining distributions.

Board’s Oversight Role in Management. Each Board’s role in management of each Fund is oversight. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Funds, primarily the Advisor and its affiliates, are responsible for the day-to-day management of the Funds, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of its oversight, each Board, acting at its scheduled meetings, or the lead Independent Director, acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including the Fund’s and the Advisor’s Chief Compliance Officer and portfolio management personnel. Each Board’s Audit Committee meets during its scheduled meetings, and between meetings the Audit Committee Chair maintains contact with the Fund’s independent registered public accounting firm and the Fund’s Treasurer and Chief Financial Officer. Each Board also receives periodic presentations from senior personnel of the Advisor or its affiliates regarding risk management generally, as well as periodic presentations regarding specific

 

60


Table of Contents

operational, compliance or investment areas such as business continuity, anti-money laundering, personal trading, valuation, credit, investment research and securities lending. Each Board has adopted policies and procedures designed to address certain risks to the Funds. In addition, the Advisor and certain service providers to the Funds have adopted a variety of policies, procedures and controls designed to address particular risks to the Funds. However, it is not possible to eliminate all of the risks to the Funds. Each Board also receives reports from counsel to the Funds and the Advisor and the Board’s own independent legal counsel regarding regulatory compliance and governance matters. Each Board’s oversight role does not make the Board a guarantor of the Fund’s investments or activities.

 

 

COMPENSATION OF DIRECTORS AND CERTAIN OFFICERS

 

 

The following table sets forth information regarding compensation of the Directors and certain officers by the Funds as of the date of this SAI for the calendar year ended December 31, 2022. Officers of the Funds and Interested Directors do not receive any compensation from any Fund or any other fund in the Cohen & Steers Fund Complex, except for the Chief Compliance Officer, who receives less than $60,000 from any one Fund, except Preferred Securities and Income Fund. The Independent Directors are paid an annual base retainer of $185,000, paid quarterly, and a $10,000 per meeting fee per quarter ($40,000 annually). Such fees are allocated over the Cohen & Steers Fund Complex based on average net assets of each fund. Prior to January 1, 2023, the Independent Directors’ base retainer was $173,500. Independent Directors are also reimbursed their out-of-pocket expenses in connection with attendance at Board and Committee meetings. The Audit Committee Chair is paid $30,000 per year in the aggregate for his service as Chair of the Audit Committees of the Cohen & Steers Fund Complex. The Contract Review and Governance Committee Chairs are each paid $20,000 per year in the aggregate for their work in connection with the Cohen & Steers Fund Complex. The Chair of the Dividend Committee is paid $10,000 per year in the aggregate for her work in connection with the Cohen & Steers Fund Complex. Prior to January 1, 2023, the Chair of the Dividend Committee was not paid. The Nominating Committee Chairperson is paid $20,000 per year, to the extent a Board seat will be filled in that year and potential Board candidates are being interviewed and considered, for her work in connection with the Cohen & Steers Fund Complex. The Lead Independent Director is paid $65,000 per year in the aggregate for his service as lead Independent Trustee of the Cohen & Steers Fund Complex. Directors also may be paid additional compensation for services related to the Board or its committees, as approved by the Board. The column headed “Total Compensation Paid to Director or Officer by Fund Complex,” represents the compensation paid by the twenty one funds that each Director served in the Fund Complex during the calendar year ended December 31, 2022. The Directors do not receive any pension or retirement benefits from the Cohen & Steers Fund Complex.

 

Name of Person,
Position

 

Low
Duration
Preferred
and
Income
Fund

   

Alternative
Income
Fund

   

Preferred
Securities
and
Income
SMA
Shares

   

MLP &
Energy
Opportunity
Fund

   

Global
Infrastructure
Fund

   

Global
Realty
Shares

   

Institutional
Realty
Shares

   

International
Realty Fund

   

Preferred
Securities
and
Income
Fund

   

Real
Assets
Fund

   

Real
Estate
Securities
Fund

   

Realty
Shares

   

Total
Compensation
Paid to
Director or
Officer by
Fund
Complex(1)

 

Michael G. Clark, Director and Lead Independent Director

  $ 16,320     $ 427     $ 2,000     $ 785     $ 5,274     $ 11,766     $ 38,691     $ 3,129     $ 59,073     $ 4,378     $ 44,893     $ 41,158     $ 278,500  

Adam M. Derechin, Director

  $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0  

George Grossman, Director

  $ 13,683     $ 358     $ 1,676     $ 658     $ 4,422     $ 9,865     $ 32,440     $ 2,623     $ 49,528     $ 3,670     $ 37,640     $ 34,508     $ 233,500  

 

61


Table of Contents

Name of Person,
Position

 

Low
Duration
Preferred
and
Income
Fund

   

Alternative
Income
Fund

   

Preferred
Securities
and
Income
SMA
Shares

   

MLP &
Energy
Opportunity
Fund

   

Global
Infrastructure
Fund

   

Global
Realty
Shares

   

Institutional
Realty
Shares

   

International
Realty Fund

   

Preferred
Securities
and
Income
Fund

   

Real
Assets
Fund

   

Real
Estate
Securities
Fund

   

Realty
Shares

   

Total
Compensation
Paid to
Director or
Officer by
Fund
Complex(1)

 

Joseph M. Harvey, Chair and Director

  $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0  

Dean A. Junkans, Director and Contract Review Committee Chair

  $ 13,683     $ 358     $ 1,676     $ 658     $ 4,422     $ 9,865     $ 32,440     $ 2,623     $ 49,528     $ 3,670     $ 37,640     $ 34,508     $ 233,500  

Gerald J. Maginnis, Director and Audit Committee Chair

  $ 14,269     $ 373     $ 1,748     $ 686     $ 4,611     $ 10,287     $ 33,829     $ 2,736     $ 51,649     $ 3,827     $ 39,252     $ 35,986     $ 243,500  

Jane F. Magpiong, Director, Governance Committee Chair and Nominating Committee Chair

  $ 12,511     $ 327     $ 1,533     $ 602     $ 4,043     $ 9,020     $ 29,661     $ 2,399     $ 45,285     $ 3,356     $ 34,416     $ 31,552     $ 213,500  

Daphne L. Richards, Director and Dividend Committee Chair

  $ 12,511     $ 327     $ 1,533     $ 602     $ 4,043     $ 9,020     $ 29,661     $ 2,399     $ 45,285     $ 3,356     $ 34,416     $ 31,552     $ 213,500  

Ramona Rogers-Windsor, Director

  $ 12,511     $ 327     $ 1,533     $ 602     $ 4,043     $ 9,020     $ 29,661     $ 2,399     $ 45,285     $ 3,356     $ 34,416     $ 31,552     $ 213,500  

Chief Compliance Officer

  $ 17,396     $ 472     $ 2,170     $ 883     $ 5,818     $ 12,921     $ 42,324     $ 3,451     $ 63,353     $ 5,092     $ 49,542     $ 40,656     $ 325,000  

(1)

Total Compensation includes compensation paid by 9 other Cohen & Steers closed-end funds.

 

 

PRINCIPAL HOLDERS OF SECURITIES

 

 

A principal shareholder is any person who owns (either of record or beneficially) 5% or more of any class of outstanding shares of a Fund. A person who beneficially owns, either directly or indirectly, more than 25% of the voting securities of a Fund or acknowledges the existence of such control may be presumed to control the Fund. A control person could potentially control the outcome of any proposal submitted to the shareholders for approval, including changes to a Fund’s fundamental policies or terms of the investment advisory agreement with the Advisor. Certain of the investors below are believed to hold the indicated shares as nominee.

Additionally, the Advisor or an affiliate of the Advisor (the “seed investor”) may provide initial funding to or otherwise invest in a Fund. A seed investor may redeem its investment in a Fund at any time and without prior notice, which could adversely affect a Fund and its shareholders, such as by causing the Fund to realize taxable gains that will be distributed to other shareholders, and increasing Fund transaction costs and expense ratios.

As of the dates indicated below, the following principal holders owned 5% or more of a Class of shares of each Fund. Such ownership may be beneficially held by individuals or entities other than the owner listed.

Low Duration Preferred and Income Fund (as of January 31, 2023)

 

Name and Address

  

Fund Classes

  

Percentage of

Total Shares Held

 

Morgan Stanley Smith Barney

   A      30.38

For the Exclusive Benefit to its Customers

   C      17.13

1 New York Plaza

   I      17.10

Floor 12

   R      98.48

New York, NY 10004-1932

     

 

62


Table of Contents

Name and Address

  

Fund Classes

    

Percentage of

Total Shares Held

 

Wells Fargo Clearing Services

     A        11.37

Special Custody Account For Exclusive Benefit of Our Customers

     C        18.81

2801 Market Street

     I        11.11

St. Louis, MO 63103-2523

     

Charles Schwab & Co., Inc.

     A        9.56

Special Custody A/C FBO Customers

     C        9.43

Attn: Mutual Funds

     I        10.46

211 Main Street

     

San Francisco, CA 94105-1905

     

UBS WM USA

     A        5.12

Omni Account M/F

     C        6.11

SPEC CDY A/C EBOC UBSFSI

     I        8.76

1000 Harbor Blvd. Fl 5

     

Weehawken, NJ 07086-6761

     

Pershing LLC

     A        7.11

1 Pershing Plaza

     

Jersey City, NJ 07399-0002

     

Merrill Lynch

     A        21.95

For Exclusive Benefit of Our Customers

     C        28.61

4800 Deer Lake Drive East

     I        18.37

2nd Floor

     

Jacksonville, FL 32246-6484

     

Raymond James

     C        9.04

Omnibus for Mutual Funds

     

House Account

     

880 Carillon Parkway

     

St. Petersburg, FL 33716-1100

     

JP Morgan Securities LLC

     F        37.14

Omnibus for the Exclusives Benefits of Customers Mutual Fund Department

     

4 Chase Metrotech Center, Floor 3

     

Brooklyn, NY 11245-0003

     

Wells Fargo Bank NA FBO

     F        62.83

Omnibus Account for the Exclusive Benefits of Customers

     

Mutual Fund Department

     

P.O. Box 1533

     

Minneapolis, MN 55480-1533

     

National Financial Services LLC

     I        10.87

FBO Exclusive Customers

     

Attn Mutual Funds Dept.

     

499 Washington Blvd

     

Jersey City, NJ 07310-1995

     

TD Ameritrade FBO

     Z        10.16

Sandra Leigh Smith

     

245 Gilbert Road

     

Mocksville, NC 27028-7660

     

 

63


Table of Contents

Name and Address

  

Fund Classes

  

Percentage of

Total Shares Held

 

TD Ameritrade FBO

   Z      39.47

Karen L Sith Beneficiary IRA

     

TD Ameritrade Clearing Custodian

     

5413 Sunrise Drive

     

Birmingham, AL 35242-3327

     

TD Ameritrade FBO

   Z      15.76

Charles E. Miller & Glenna Shrock

     

TRS FBO Miller Family Trust UA

     

991 Tangled Oaks Drive

     

Sarasota, FL 34232-1842

     

Frank C. Kunik III & Erin K. Ruppeljt Ten

   Z      20.16

1811 E. Wood Place

     

Milwaukee, WI 53211-2029

     

Alternative Income Fund (as of January 31, 2023)

 

Name and Address

  

Fund Classes

  

Percentage of

Total Shares Held

 

Morgan Stanley Smith Barney

   A      6.63

For the Exclusive Benefit to its Customers

     

1 New York Plaza

     

Floor 12

     

New York, NY 10004-1932

     

Pershing LLC

   A      13.77

1 Pershing Plaza

   C      7.00

Jersey City, NJ 07399-0002

   I      27.99

Wells Fargo Clearing Services LLC

   A      7.30

Special Custody Account

   C      39.89

For the Exclusive Benefit of the Customer

   I      9.78

2801 Market Street

     

Saint Louis, MO 63103-2523

     

Charles Schwab & Co., Inc.

   A      13.13

Special Custody A/C FBO Customers

   C      11.09

Attn: Mutual Funds

     

211 Main Street

     

San Francisco, CA 94105-1905

     

UBS WM USA

   A      5.31

Omni Account M/F

   C      16.48

SPEC CDY A/C EBOC UBSFSI

   I      23.60

1000 Harbor Blvd. Fl 5

   R      93.24

Weehawken, NJ 07086-6761

     

Merrill Lynch

   A      28.93

For Exclusive Benefit of Our Customers

     

4800 Deer Lake Drive East

     

2nd Floor

     

Jacksonville, FL 32246-6484

     

 

64


Table of Contents

Name and Address

  

Fund Classes

    

Percentage of

Total Shares Held

 

Raymond James

     C        12.02

Omnibus for Mutual Funds

     

House Account

     

880 Carillon Parkway

     

St. Petersburg, FL 33716-1100

     

Charles Schwab & Co., Inc.

     A        5.05

Reinvest Account

     I        19.31%  

Attn: Mutual Funds

     

101 Montgomery Street

     

San Francisco, CA 94101-4151

     

LPL Financial

     C        10.67

Omnibus Customer Account

     

Attn: Mutual Fund Trading

     

4707 Executive Drive

     

San Diego, CA 92121-3091

     

Cohen & Steers Capital Management Inc.

     R        6.76

Attn: Jim McAdams

     Z        16.61

280 Park Avenue, Fl 10

     

New York, NY 10017-1216

     

Ameritrade, Inc.

     I        6.19

For the Exclusive Benefit of Our Customers

     Z        83.39

P.O. Box 2226

     

Omaha, NE 68103-2226L

     

Preferred Securities and Income SMA Shares (as of January 31, 2023)

 

Name and Address

  

Fund Classes

  

Percentage of

Total Shares Held

 

Morgan Stanley Smith Barney LLC

   N/A      43.11

For the Exclusive Benefit of its Customers

     

1 New York Plaza

     

Floor 12

     

New York, NY 10004-1932

     

Wells Fargo Clearing Services LLC

   N/A      24.30

Special Custody Account

     

For the Exclusive Benefit of the Customer

     

2801 Market Street

     

Saint Louis, MO 63103-2523

     

Merrill Lynch

   N/A      22.47

For the Exclusive Benefit of Our Customers

     

4800 Deer Lake Drive East

     

2nd Floor

     

Jacksonville, FL 32246-6484

     

 

65


Table of Contents

MLP & Energy Opportunity Fund (as of January 31, 2023)

 

Name and Address

  

Fund Classes

  

Percentage of

Total Shares Held

 

Morgan Stanley Smith Barney

   A      39.49

For the Exclusive Benefit of its Customers

   C      37.49

1 New York Plaza

   I      15.08

Floor 12

     

New York, NY 10004-1932

     

Pershing LLC

   C      41.31

1 Pershing Plaza

   I      21.09

Jersey City, NJ 07399-0002

     

UBS WM USA

   C      7.21

Omni Account M/F

   I      8.71

SPEC CDY A/C EBOC UBSFSI

   R      23.39

1000 Harbor Blvd. Fl 5

   Z      13.88

Weehawken, NJ 07086-6761

     

Merrill Lynch

   A      7.24

For the Exclusive Benefit of Our Customers

   C      8.77

4800 Deer Lake Drive East

   I      10.37

2nd Floor

     

Jacksonville, FL 32246-6484

     

Charles Schwab & Co., Inc.

   A      11.01

Reinvest Account

   I      15.34

Attn: Mutual Funds

     

211 Main Street

     

San Francisco, CA 94105-1905

     

Raymond James

   I      12.03

Omnibus for Mutual Funds

     

House Account

     

880 Carillon Parkway

     

St. Petersburg, FL 33716-1100

     

Charles Schwab & Co., Inc.

   I      7.09

Special Custody A/C FBO Customers

     

Attn: Mutual Funds

     

211 Main Street

     

San Francisco, CA 94105-1905

     

Matrix Trust Company Customer FBO

   R      9.02

Current Media Partners LLC 401K

     

717 17th Street

     

Suite 1300

     

Denver, CO 80202-3304

     

Ascensus Trust Company

   R      7.61

Inglewood Physical Therapy, P.S 401

     

P.O. Box 10758

     

Fargo, ND 58106-0758

     

 

66


Table of Contents

Name and Address

  

Fund Classes

    

Percentage of

Total Shares Held

 

Ascensus Trust Company

     R        6.34

Surgo Foundation 401(k) Plan 22459

     

P.O. Box 10577

     

Fargo, ND 58106-0577

     

Ascensus Trust Company

     R        18.69

Interior Glass Inc. 401(K) Plan

     

P.O. Box 10758

     

Fargo, ND 58106-0758

     

National Financial Services LLC

     R        12.11

FBO Exclusive Customers

     Z        35.88%  

Attn Mutual Funds Dept.

     

499 Washington Blvd

     

Jersey City, NJ 07310-1995

     

TD Ameritrade Clearing, Inc.

     Z        15.69

For the Exclusive Benefit of Our Customers

     

P.O. Box 2226

     

Omaha, NE 68103-2226

     

AXOS Clearing LLC

     Z        31.76

FBO#754

     

P.O. Box 6503

     

Englewood, CO 80155-6503

     

Realty Shares (as of January 31, 2023)

 

Name and Address

  

Fund Classes

  

Percentage of
Total Shares Held

 

Morgan Stanley Smith Barney

   A      12.75

For the Exclusive Benefit of its Customers

   C      37.85

1 New York Plaza

   L      11.82

Floor 12

     

New York, NY 10004-1932

     

Charles Schwab & Co., Inc.

   A      12.15

Reinvest Account

   I      5.72

Attn: Mutual Funds

   L      26.33

101 Montgomery Street

     

San Francisco, CA 94101-4151

     

MMATCO LLP

   A      11.85

Nominee for MMA Trust Company

     

P.O. Box 483

     

1110 N. Main Street

     

Goshen, IN 46527-0483

     

Merrill Lynch

   C      10.12

For Exclusive Benefit of Our Customers

   I      8.91

4800 Deer Lake Drive East

     

2nd Floor

     

Jacksonville, FL 32246-6484.

     

 

67


Table of Contents

Name and Address

  

Fund Classes

    

Percentage of
Total Shares Held

 

Raymond James

     A        15.71

Omnibus for Mutual Funds

     C        12.28

House Account

     I        9.78

880 Carillon Parkway

     

St. Petersburg, FL 33716-1100

     

Pershing LLC

     I        17.84

1 Pershing Plaza

     

Jersey City, NJ 07399-0002

     

Wells Fargo Clearing Services LLC

     C        14.73

Special Custody Account

     

For the Exclusive Benefit of the Customer

     

2801 Market Street

     

Saint Louis, MO 63103-2523

     

Charles Schwab & Co Inc.

     I        7.04

Special Custody A/C FBO Customers

     Z        7.12

Attn: Mutual Funds

     

211 Main Street

     

San Francisco, CA 94105-1905

     

National Financial Services LLC

     I        27.76

FBO Exclusive Customers

     L        21.37

Attn Mutual Funds Dept.

     Z        49.82

499 Washington Blvd

     

Jersey City, NJ 07310-1995

     

Vantagetrust—Unitized

     L        6.56

C/O ICMA Retirement Corporation

     

777 North Capitol Street NE

     

Washington, DC 2002-4239

     

UBS WM USA

     I        6.62

Omni Account M/F

     

SPEC CDY A/C EBOC UBSFSI

     

1000 Harbor Blvd. Fl 5

     

Weehawken, NJ 07086-6761

     

07ND7Q97

     R        9.99

P.O. BOX 1090

     

Paris, TN 38242-1090

     

07ND84PC

     R        25.04

P.O. BOX 1090

     

Paris, TN 38242-1090

     

Principal Bank FBO

     Z        21.36

City of Houston Deferred Compensation Trust

     

8515 E. Orchard Rd 2T2

     

Greenwood Village, CO 80111-5002

     

 

68


Table of Contents

Institutional Realty Shares (as of January 31, 2023)

 

Name and Address

  

Fund Classes

  

Percentage of

Total Shares Held

 

National Financial Services LLC

   N/A      24.06

FBO Exclusive Customers

     

Attn Mutual Funds Dept.

     

499 Washington Blvd

     

Jersey City, NJ 07310-1995

     

Charles Schwab & Co., Inc.

   N/A      29.39

Reinvest Account

     

Attn: Mutual Funds

     

101Montgomery Street

     

San Francisco, CA 94101-4151

     

Pershing LLC

   N/A      5.93

1 Pershing Plaza

     

Jersey City, NJ 07399-0002

     

Real Estate Securities Fund (as of January 31, 2023)

 

Name and Address

  

Fund Classes

  

Percentage of

Total Shares Held

 

John Hancock Life Insurance Co USA

   A      5.94

200 Berkeley St.

     

Boston, MA 02116-5023

     

Minnesota Life Insurance Company

   A      13.11

400 Robert Street North

     

Saint Paul, MN 55101-2099

     

Nationwide Life Insurance Company

   A      7.72

DCVA

     

C/O IPO Portfolio Accounting

     

P.O. Box 182029

     

Columbus, OH 43218-2029.

     

Morgan Stanley Smith Barney

   C      8.08

For the Exclusive Benefit of its Customers

     

1 New York Plaza

     

Floor 12

     

New York, NY 10004-1932

     

Charles Schwab & Co., Inc.

   A      6.96

Reinvest Account

   I      19.66

Attn: Mutual Funds

     

101 Montgomery Street

     

San Francisco, CA 94101-4151

     

Nationwide Life Insurance Company

   A      5.81

NACO

     

C/O IPO Portfolio Accounting

     

P.O. Box 182029

     

Columbus, OH 43218-2029

     

 

69


Table of Contents

Name and Address

  

Fund Classes

  

Percentage of

Total Shares Held

 

Merrill Lynch

   A      7.75

For Exclusive Benefit of Our Customers

   C      8.11

4800 Deer Lake Drive East

   Z      6.36

2nd Floor

     

Jacksonville, FL 32246-6484

     

Pershing LLC

   C      9.22

1 Pershing Plaza

   I      35.66

Jersey City, NJ 07399-0002

     

LPL Financial

   C      7.85

Omnibus Customer Account

     

Attn: Mutual Fund Trading

     

4707 Executive Drive

     

San Diego, CA 92121-3091

     

Wells Fargo Clearing Services LLC

   C      31.51

Special Custody Account

     

For the Exclusive Benefit of the Customer

     

2801 Market Street

     

Saint Louis, MO 63103-2523

     

Charles Schwab & Co., Inc.

   C      6.12

Special Custody A/C FBO Customers

     

Attn: Mutual Funds

     

211 Main Street

     

San Francisco, CA 94105-1905

     

UBS WM USA

   C      5.58

Omni Account M/F

     

SPEC CDY A/C EBOC UBSFSI

     

1000 Harbor Blvd. Fl 5

     

Weehawken, NJ 07086-6761

     

American Enterprise Investment Services

   C      5.40

707 2nd Ave. S.

     

Minneapolis, MN 55402-2405

     

Raymond James

   C      5.90

Omnibus for Mutual Funds

     

House Account

     

880 Carillon Parkway

     

St. Petersburg, FL 33716-1100

     

JP Morgan Securities LLC

   F      81.71

Omnibus for the Exclusives Benefits of Customers Mutual Fund Department

     

4 Chase Metrotech Center, Floor 3

     

Brooklyn, NY 11245-0003

     

National Financial Services LLC

   F      9.16

FBO Exclusive Customers

   I      12.35

Attn Mutual Funds Dept.

   Z      19.55

499 Washington Blvd

     

Jersey City, NJ 07310-1995

     

 

70


Table of Contents

Name and Address

  

Fund Classes

  

Percentage of

Total Shares Held

 

State Street Bank & Trust

   R      9.51

As Trustee and/or Custodian

     

FBO ADP Access Product

     

1 Lincoln Street

     

Boston, MA 02111-2900

     

DCGT as TTEE and/or Custodian

   R      11.82

FBO PLIC Various Retirement Plans Omnibus

   Z      5.51

Attn: NPIO Trade Desk

     

711 High Street

     

Des Moines, IA 50392-0001

     

Empower Trust FBO

   R      13.49

Recordkeeping for Various Benefit Plan

   Z      6.43

8525 E. Orchard Road

     

C/O Mutual Fund Trading

     

Greenwood Village, CO 80111-5002

     

Lincoln Retirement Services Company

   R      5.70

FBO Door County 403(B)

     

P.O. Box 7876

     

Fort Wayne, IN 46801-7876

     

Global Realty Shares (as of January 31, 2023)

 

Name and Address

  

Fund Classes

  

Percentage of

Total Shares Held

 

Morgan Stanley Smith Barney

   A      20.02

For the Exclusive Benefit of its Customers

   C      48.20

1 New York Plaza

   I      26.10

Floor 12

     

New York, NY 10004-1932

     

Wells Fargo Clearing Services LLC

   A      7.86

Special Custody Account

   C      12.89

For the Exclusive Benefit of the Customer

     

2801 Market Street

     

Saint Louis, MO 63103-2523

     

Empower Trust FBO

   A      12.65

Recordkeeping for Large Benefit Plan

     

8525 E. Orchard Road

     

Greenwood Village, CO 80111-5002

     

Charles Schwab & Co., Inc.

   A      15.57

Reinvest Account

   I      19.18

Attn: Mutual Funds

     

101 Montgomery Street

     

San Francisco, CA 94101-4151

     

Merrill Lynch

   A      15.47

For Exclusive Benefit of Our Customers

   C      8.67

4800 Deer Lake Drive East

   Z      18.07

2nd Floor

     

Jacksonville, FL 32246-6484

     

 

71


Table of Contents

Name and Address

  

Fund Classes

    

Percentage of

Total Shares Held

 

LPL Financial

     C        10.17

Omnibus Customer Account

     

Attn: Mutual Fund Trading

     

4707 Executive Drive

     

San Diego, CA 92121-3091

     

Pershing LLC

     I        9.15

1 Pershing Plaza

     

Jersey City, NJ 07399-0002.

     

National Financial Services LLC

     I        18.41

FBO Exclusive Customers

     Z        20.23

Attn Mutual Funds Dept.

     

499 Washington Blvd

     

Jersey City, NJ 07310-1995

     

Matrix Trust Company Custodian FBO

     R        7.29

Kuerth’s Disposal, Inc. 401(k) Plan

     

717 17th Street, Suite 1300

     

Denver, CO 80202-3304

     

SEI Private Trust Company

     R        69.52

C/O Trust ID 866

     

FBO Clinton Utilities Board Pen Plan

     

Attn Mutual Fund Admin

     

1 Freedom Valley Drive

     

Oaks, PA 19456-9989

     

TIAA, FXB CUST/TTEE FBO

     Z        30.22

Retirement Plans for Which TIAA Acts as Recordkeeper

     

ATTN: Trust Operations

     

211 N. Broadway, STE 1000

     

Saint Louis, MO 63102-2748

     

Reliance Trust Company

     Z        6.56

FBO City of Livonia

     

P.O. Box 78446

     

Atlanta, GA 30357-2446

     

International Realty Fund (as of January 31, 2023)

 

Name and Address

  

Fund Classes

  

Percentage of

Total Shares Held

 

Morgan Stanley Smith Barney

   A      19.22

For the Exclusive Benefit of its Customers

   C      7.07

1 New York Plaza

     

Floor 12

     

New York, NY 10004-1932

     

Wells Fargo Clearing Services LLC

   A      8.97

Special Custody Account

   C      13.55

For the Exclusive Benefit of the Customer

     

2801 Market Street

     

Saint Louis, MO 63103-2523

     

 

72


Table of Contents

Name and Address

  

Fund Classes

    

Percentage of

Total Shares Held

 

UBS WM USA

     A        6.85

Omni Account M/F

     R        70.34

SPEC CDY A/C EBOC UBSFSI

     

1000 Harbor Blvd. Fl 5

     

Weehawken, NJ 07086-6761

     

Merrill Lynch

     A        15.79

For Exclusive Benefit of Our Customers

     C        5.31

4800 Deer Lake Drive East

     

2nd Floor

     

Jacksonville, FL 32246-6484

     

Charles Schwab & Co., Inc.

     A        8.56

Reinvest Account

     I        79.82

Attn: Mutual Funds

     

101 Montgomery Street

     

San Francisco, CA 94101-4151

     

LPL Financial

     C        7.07

Omnibus Customer Account

     

Attn: Mutual Fund Trading

     

4707 Executive Drive

     

San Diego, CA 92121-3091

     

Raymond James

     C        35.11

Omnibus for Mutual Funds

     

House Account

     

880 Carillon Parkway

     

St. Petersburg, FL 33716-1100

     

JP Morgan Securities LLC

     C        5.19

Omnibus Account for the Exclusive Benefits of Customers

     

Mutual Fund Department 4 Chase Metrotech Center, FL 3rd

     

Brooklyn, NY 11245-0003

     

National Financial Services LLC

     C        7.34

499 Washington Blvd.

     

Jersey City, NJ 07310-1995

     

SEI Private Trust Company

     I        5.56

C/O Rockland SWP

     

1 Freedom Valley Drive

     

Oaks, PA 19456-9989

     

Cohen & Steers Capital Management Inc.

     R        29.66

Attn: Jim McAdams

     Z        15.53

280 Park Avenue, Fl 10

     

New York, NY 10017-1216

     

The Trust Co of Knoxville, Trustee

     Z        81.25

Webnet Memphis, Inc. 401(K) PSP

     

4823 Old Kingston Pike

     

Suite 100

     

Knoxville, TN 37919-6499

     

 

73


Table of Contents

Global Infrastructure Fund (as of January 31, 2023)

 

Name and Address

  

Fund Classes

  

Percentage of

Total Shares Held

 

Morgan Stanley Smith Barney

   A      10.96%  

For the Exclusive Benefit of its Customers

   C      18.95

1 New York Plaza

     

Floor 12

     

New York, NY 10004-1932

     

Wells Fargo Clearing Services LLC

   A      12.48

Special Custody Account

   C      14.19

For the Exclusive Benefit of the Customer

     

2801 Market Street

     

Saint Louis, MO 63103-2523

     

Charles Schwab & Co., Inc.

   A      23.80

Reinvest Account

   I      20.59

Attn: Mutual Funds

     

101 Montgomery Street

     

San Francisco, CA 94101-4151

     

Merrill Lynch

   A      22.26

For Exclusive Benefit of Our Customers

   C      17.52

4800 Deer Lake Drive East

   I      6.90

2nd Floor

     

Jacksonville, FL 32246-6484

     

Pershing LLC

   C      6.47

1 Pershing Plaza

     

Jersey City, NJ 07399-0002

     

American Enterprise Investment Services

   C      17.77

707 2nd Ave. S.

     

Minneapolis, MN 55402-2405

     

National Financial Services LLC

   I      19.72

FBO Exclusive Customers

   Z      77.76

Attn Mutual Funds Dept.

     

499 Washington Blvd

     

Jersey City, NJ 07310-1995

     

Band & Co C/O US Bank NA

   I      5.75

1555 N. Rivercenter Drive, STE 302

     

Milwaukee, WI 53212-3958

     

Cohen & Steers Capital Management Inc.

   R      17.74

Attn: Jim McAdams

     

280 Park Avenue, Fl 10

     

New York, NY 10017-1216

     

Matrix Trust Company Custodian FBO

   Z      8.81

Salaried Retirement Plan of Finch

     

P.O. Box 52129

     

Phoenix, AZ 85072-2129

     

 

74


Table of Contents

Name and Address

  

Fund Classes

  

Percentage of

Total Shares Held

 

Ameritrade, Inc.

   Z      5.67

For the Exclusive Benefit of Our Customers

     

P.O. Box 2226

     

Omaha, NE 68103-2226

     

PAI Trust Company, Inc.

   R      81.98

BFG Software LLC 401K P/S Plan

     

1300 Enterprise Drive

     

De Pere, WI 54115-4934

     

Preferred Securities and Income Fund (as of January 31, 2023)

 

Name and Address

  

Fund Classes

  

Percentage of

Total Shares Held

 

Morgan Stanley Smith Barney

   A      18.20

For the Exclusive Benefit of its Customers

   C      15.64

1 New York Plaza

   I      12.94

Floor 12

   R      20.07

New York, NY 10004-196532

     

Wells Fargo Clearing Services LLC

   A      10.34

Special Custody Account

   C      21.48

For the Exclusive Benefit of the Customer

   I      7.19

2801 Market Street

     

Saint Louis, MO 63103-2523

     

Charles Schwab & Co., Inc.

   C      7.54

Special Custody A/C FBO Customers

     

Attn: Mutual Fund

     

211 Main Street

     

San Francisco, CA 94105-1905

     

Merrill Lynch

   A      22.65

For Exclusive Benefit of Our Customers

   C      18.21

4800 Deer Lake Drive East

   I      17.63

2nd Floor

     

Jacksonville, FL 32246-6484

     

Charles Schwab & Co., Inc.

   A      13.35

Reinvest Account

   I      10.57

Attn: Mutual Funds

     

101 Montgomery Street

     

San Francisco, CA 94101-4151

     

Pershing LLC

   C      5.94

1 Pershing Plaza

   I      6.06

Jersey City, NJ 07399-0002

     

UBS WM USA

   C      7.31

Omni Account M/F

   I      7.66

SPEC CDY A/C EBOC UBSFSI

   R      53.92

1000 Harbor Blvd. Fl 5

     

Weehawken, NJ 07086-6761

     

 

75


Table of Contents

Name and Address

  

Fund Classes

  

Percentage of

Total Shares Held

 

Raymond James

   C      6.89

Omnibus for Mutual Funds

     

House Account

     

880 Carillon Parkway

     

St. Petersburg, FL 33716-1100

     

LPL Financial

   C      5.39

Omnibus Customer Account

     

Attn: Mutual Fund Trading

     

4707 Executive Drive

     

San Diego, CA 92121-3091

     

JP Morgan Securities LLC

   F      76.23

Omnibus for the Exclusives Benefits of Customers Mutual Fund Department

     

4 Chase Metrotech Center, Floor 3

     

Brooklyn, NY 11245-0003

     

Wells Fargo Bank NA FBO

   F      14.78

Omnibus Cash

     

P.O. Box 1533

     

Minneapolis, MN 55480-1533

     

National Financial Services LLC

   I      13.52

FBO Exclusive Customers

   Z      14.78

Attn Mutual Funds Dept.

     

499 Washington Blvd

     

Jersey City, NJ 07310-1995

     

Ameritrade Inc.

   Z      11.78

For the Exclusive Benefit of Our Customers

     

P.O. Box 2226

     

Omaha, NE 68103-2226

     

John Hancock Trust Company LLC

   R      18.54

690 Canton Street

     

Suite 100

     

Westwood, MA 02090-2324

     

SEI Private Trust Company

   Z      52.53

C/O Rockland SWP

     

1 Freedom Valley Drive

     

Oaks, PA 19456-9989

     

AXOS Clearing LLC

   Z      8.93

FBO#817

     

P.O. Box 6503

     

Englewood, CO 80155-6503

     

 

76


Table of Contents

Real Assets Fund (as of January 31, 2023)

 

Name and Address

  

Fund Classes

  

Percentage of

Total Shares Held

 

Charles Schwab & Co., Inc.

   A      9.75

Special Custody A/C FBO Customers

   I      11.29

Attn :Mutual Fund

     

211 Main Street

     

San Francisco, CA 94105-1905

     

Raymond James

   A      7.13

Omnibus For Mutual Funds

   C      7.20

Attn Courtney Waller

     

880 Carillon Pkwy

     

St. Petersburg, FL 33716-1100

     

Pershing LLC

   A      6.45

1 Pershing Plaza

   C      5.23

Jersey City, NJ 07399-0002

     

UBS WM USA

   C      17.00

Omni Account M/F

   R      59.61

SPEC CDY A/C EBOC UBSFSI

     

1000 Harbor Blvd. Fl 5

     

Weehawken, NJ 07086-6761

     

Charles Schwab & Co., Inc.

   A      19.72

Reinvest Account

   I      9.90

Attn: Mutual Funds

     

101 Montgomery Street

     

San Francisco, CA 94101-4151

     

Merrill Lynch

   A      31.93

For Exclusive Benefit of Our Customers

   C      65.00

4800 Deer Lake Drive East

   I      26.16

2nd Floor

     

Jacksonville, FL 32246-6484

     

JP Morgan Securities LLC

   I      5.47

Omnibus Account for the Exclusive Benefits of Customers

     

Mutual Fund Department

     

4 Chase Metrotech Center, FL 3rd

     

Brooklyn, NY 11245-0003

     

Capinco C/O US Bank NA

   I      6.20

1555 N. Rivercenter Drive, STE 302

     

Milwaukee, WI 53212-3958

     

National Financial Services LLC

   I      20.14

FBO Exclusive Customers

     

Attn Mutual Funds Dept.

     

499 Washington Blvd

     

Jersey City, NJ 07310-1995

     

 

77


Table of Contents

Name and Address

  

Fund Classes

  

Percentage of

Total Shares Held

 

Morgan Stanley Smith Barney

   R      40.39

For the Exclusive Benefit of its Customers

     

1 New York Plaza

     

Floor 12

     

New York, NY 10004-1932

     

PIMS/Prudential Retirement

   Z      10.46

As Nominee for the TTEE/Cust PL 763

     

Archer & Greiner

     

One Centennial Square

     

Hadddonfield, NJ 08033-2454

     

PIMS/Prudential Retirement

   Z      10.46

As Nominee for the TTEE/Cust PL 300

     

Smart Local Union No. 36

     

2319 Chouteau Ave., Suite 300

     

St. Louis, MO 63103-3053

     

Reliance Trust Company FBO

   Z      11.18

Prime Buch

     

PO Box 78446

     

Atlanta, GA 30357-2446

     

BANCMONT

   Z      7.45

FBO MFPAE

     

P.O. Box 2309

     

Great Falls, MT 59403-2309

     

BANCMONT

   Z      7.61

FBO MFPBA

     

P.O. Box 2309

     

Great Falls, MT 59403-2309

     

BANCMONT

   Z      8.36

FBO MFPCA

     

P.O. Box 2309

     

Great Falls, MT 59403-2309

     

As of the dates indicated below, the following principal holders owned 25% or more of the total outstanding shares of each Fund. Such ownership may be beneficially held by individuals or entities other than the owner listed.

Institutional Realty Shares (as of January 31, 2023)

 

Name and Address

  

Percentage of

Total Shares Held

Charles Schwab & Co., Inc.

   30.01%

Special Custody A/C FBO Customers

  

Attn: Mutual Funds

  

211 Main Street

  

San Francisco, CA 94105-1905

  

 

78


Table of Contents

International Realty Fund (as of January 31, 2023)

 

Name and Address

  

Percentage of

Total Shares Held

Charles Schwab & Co., Inc.

   75.33%

Special Custody A/C FBO Customers

  

Attn: Mutual Funds

  

211 Main Street

  

San Francisco, CA 94105-1905

  

Real Assets Fund (as of January 31, 2023)

 

Name and Address

  

Percentage of

Total Shares Held

Merrill Lynch

   25.99%

For The Exclusive Benefit of Our Customers

  

211 Main Street

  

San Francisco, CA 94105-1905

  

 

 

MANAGEMENT OWNERSHIP

As of January 31, 2023, the Directors and officers as a group beneficially owned less than 1% of the outstanding shares of each class of each Fund.

 

 

INVESTMENT ADVISORY AND OTHER SERVICES

 

 

THE ADVISOR

Cohen & Steers Capital Management, Inc., a registered investment advisor, located at 280 Park Avenue, New York, New York 10017, is the investment advisor to the Funds. The Advisor is a wholly-owned subsidiary of CNS, a publicly traded company whose shares are listed on the NYSE under the symbol “CNS.” As of December 31, 2022, the Advisor managed approximately $80.4 billion in assets.

The Advisor was formed in 1986 and its current clients include pension plans of leading corporations, endowment funds and investment companies, including each of the open-end and closed-end Cohen & Steers funds.

Pursuant to investment advisory agreements (each, an “Investment Advisory Agreement”) with each of Preferred Securities and Income SMA Shares, Low Duration Preferred and Income Fund, Alternative Income Fund, Global Infrastructure Fund, Global Realty Shares, International Realty Fund, Preferred Securities and Income Fund, Real Assets Fund, Real Estate Securities Fund, Realty Shares and MLP & Energy Opportunity, and an investment management agreement (an “Investment Management Agreement”) with Institutional Realty Shares, the Advisor furnishes a continuous investment program for each Fund’s portfolio, and has overall responsibility for directing the investments of each Fund in accordance with each Funds’ investment objective, policies and limitations, subject to the general supervision of the Board of Directors of each Fund. With respect to Alternative Income Fund, Global Infrastructure Fund, Global Realty Shares, International Realty Fund, Real Assets Fund and MLP & Energy Opportunity Fund, the Advisor is also responsible for supervising the Subadvisors.

Except with respect to Preferred Securities and Income SMA Shares, under each Investment Advisory Agreement or Investment Management Agreement, as applicable, the Fund pays the Advisor a monthly advisory or management fee equal to an annual percentage of the average daily net assets of the Fund. The fee that each Fund pays pursuant to its Investment Management Agreement or Investment Advisory Agreement, as applicable, is set forth in the table below. In addition, the Advisor has made

 

79


Table of Contents

contractual commitments to certain of the Funds to waive its fee and/or reimburse such Funds for expenses to the extent necessary to maintain those Funds’ total annual operating expenses at or below certain levels. Such waiver/reimbursement arrangements are also set forth in the table below and were most recently approved by the Board of Directors on June 14, 2022.

 

Fund

  

Advisory/Management Fee

  

Waiver/ Reimbursement Arrangement

Low Duration Preferred and Income Fund*

   0.65%    Through June 30, 2024, the Advisor has contractually agreed to waive its fee and/or reimburse the Fund so that the Fund’s total annual operating expenses do not exceed 0.95% for Class A shares, 1.60% for Class C shares, 0.60% for Class F shares, 0.60% for Class I shares, 1.10% for Class R shares and 0.60% for Class Z shares, subject to the exclusions described in the Fund’s Prospectus.

Alternative Income Fund*

   0.70%    Through June 30, 2024, the Advisor has contractually agreed to waive its fee and/or reimburse the Fund so that the Fund’s total annual operating expenses do not exceed 1.00% for Class A shares, 1.65% for Class C shares, 0.65% for Class F shares, 0.65% for Class I shares, 1.15% for Class R shares and 0.65% for Class Z shares, subject to the exclusions described in the Fund’s Prospectus. Class F shares are not currently available for purchase.

Global Infrastructure Fund*

   0.75% for assets up to and including $1.5 billion; 0.65% for assets above $1.5 billion    Through June 30, 2024, the Advisor has contractually agreed to waive and/or reimburse the Fund’s Class I shareholder service fee up to the maximum shareholder service fee of 0.10%.

Global Realty Shares*

   0.75%    Through June 30, 2024, the Advisor has contractually agreed to waive its fee and/or reimburse the Fund so that the Fund’s total annual operating expenses do not exceed 1.25% for Class A shares, 1.90% for Class C shares, 0.90% for Class F shares, 0.90% for Class I shares, 1.40% for Class R shares and 0.90% for Class Z shares, subject to the exclusions described in the Fund’s Prospectus. Class F shares are not currently available for purchase.

Institutional Realty Shares

   0.75%    The Advisor contractually agreed to waive its fee and/or reimburse the Fund so that its total annual operating expenses never exceed 0.75% of average daily net assets, subject to the exclusions described in the Fund’s Prospectus. This commitment will remain in place for the life of the Fund.

 

80


Table of Contents

Fund

  

Advisory/Management Fee

  

Waiver/ Reimbursement Arrangement

International Realty Fund*

   0.95% for assets up to and including $1.5 billion; 0.85% for assets above $1.5 billion    Through June 30, 2024, the Advisor has contractually agreed to waive its fee and/or reimburse the Fund so that the Fund’s total annual operating expenses do not exceed 1.35% for Class A shares, 2.00% for Class C shares, 1.00% for Class F shares, 1.00% for Class I shares, 1.50% for Class R shares and 1.00% for Class Z shares, subject to exclusions described in the Fund’s Prospectus. Class F shares are not currently available for purchase.

MLP and Energy Opportunity Fund*

   0.80%    Through June 30, 2024, the Advisor has contractually agreed to waive its fee and/or reimburse the Fund so that the Fund’s total annual operating expenses do not exceed 1.25% for Class A shares, 1.90% for Class C shares, 0.90% for Class F shares, 0.90% for Class I shares, 1.40% for Class R shares and 0.90% for Class Z, subject to exclusions described in the Fund’s Prospectus. Class F shares are not currently available for purchase.

Preferred Securities and Income Fund*

   0.70% for assets up to and including $8.5 billion; 0.65% for assets above $8.5 billion    Through June 30, 2024, the Advisor has contractually agreed to waive its fee and/or reimburse the Fund so that the Fund’s total annual operating expenses do not exceed 1.20% for Class A shares, 1.85% for Class C shares, 0.85% for Class F shares, 0.85% for Class I shares, 1.35% for Class R shares and 0.85% for Class Z shares, subject to exclusions described in the Fund’s Prospectus.

Real Assets Fund*

   0.75%    Through June 30, 2024, the Advisor has contractually agreed to waive its fee and/or reimburse the Fund so that the Fund’s total annual operating expenses, which include the expenses of the subsidiary, do not exceed 1.15% for Class A shares, 1.80% for Class C shares, 0.80% for Class F shares, 0.80% for Class I shares, 1.30% for Class R shares and 0.80% for Class Z shares, subject to exclusions described in the Fund’s Prospectus. Class F shares are not currently available for purchase.

Real Estate Securities Fund*

   0.75% for assets up to and including $1.5 billion; 0.65% for assets above $1.5 billion    N/A

 

81


Table of Contents

Fund

  

Advisory/Management Fee

  

Waiver/ Reimbursement Arrangement

Realty Shares*

   0.75% for assets up to $8.5 billion and 0.70% of such assets in excess of $8.5 billion    Through June 30, 2024, the Advisor has contractually agreed to waive its fee and/or reimburse the Fund so that the Fund’s total annual operating expenses, do not exceed 1.15% for Class A shares, 1.80% for Class C shares, 0.80% for Class F shares, 0.88% for Class I shares, 0.88% for Class L shares, 1.30% for Class R shares and 0.80% for Class Z shares, subject to exclusions described in the Fund’s Prospectus. Class F shares are not currently available for purchase.

Preferred Securities and Income SMA Shares

   0.00%    The Advisor has contractually agreed to reimburse the Fund so that the total annual Fund operating expenses (excluding acquired fund fees and expenses, interest, taxes, extraordinary expenses, and other expenses approved by the Board of Directors) do not exceed 0.00%, subject to exclusions described in the Fund’s Prospectus.

*

The fee for this Fund is allocated among the separate classes based on the classes’ proportionate shares of such average daily net assets.

For the fiscal years ended: (i) December 31, 2021, 2020 and 2019 for each Fund other than Low Duration Preferred and Income Fund, Alternative Income Fund, Preferred Securities and Income SMA Shares and MLP & Energy Opportunity Fund; (ii) April 30, 2022, 2021, 2020 and 2019 for Low Duration Preferred and Income Fund; (iii) October 31, 2022, 2021, 2020 and 2019 for Alternative Income Fund and Preferred Securities and Income SMA Shares; and (iv) November 30, 2021, 2020 and 2019 for MLP & Energy Opportunity Fund, the Advisor received advisory or management fees in the following amounts:

 

       2022        2021        2020        2019  

Low Duration Preferred and Income Fund

     $ 18,571,560        $ 12,699,862        $ 10,753,350        $ 8,872,767  

Alternative Income Fund(1)

     $ 525,394        $ 504,256        $ 546,208        $ 894,258  

Preferred Sec