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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement | |
☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☒ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material Under Rule 14a-12 |
Cohen & Steers Closed-End Opportunity Fund, Inc.
Cohen & Steers Infrastructure Fund, Inc.
Cohen & Steers Limited Duration Preferred and Income Fund, Inc.
Cohen & Steers MLP Income and Energy Opportunity Fund, Inc.
Cohen & Steers Quality Income Realty Fund, Inc.
Cohen & Steers REIT and Preferred and Income Fund, Inc.
Cohen & Steers Select Preferred and Income Fund, Inc.
Cohen & Steers Total Return Realty Fund, Inc.
Cohen & Steers Tax-Advantaged Preferred Securities and Income Fund
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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COHEN & STEERS CLOSED-END OPPORTUNITY FUND, INC.
COHEN & STEERS INFRASTRUCTURE FUND, INC.
COHEN & STEERS QUALITY INCOME REALTY FUND, INC.
COHEN & STEERS REIT AND PREFERRED AND INCOME FUND, INC.
COHEN & STEERS SELECT PREFERRED AND INCOME FUND, INC.
COHEN & STEERS TOTAL RETURN REALTY FUND, INC.
COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.
COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.
COHEN & STEERS TAX-ADVANTAGED PREFERRED SECURITIES AND INCOME FUND
(each a “Fund”, and collectively, the “Funds”)
280 Park Avenue, New York, New York 10017
(212) 832-3232
SPECIALNOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 27,April 22, 2021
March 5, 2021To the Stockholders of the above-listed Funds:
Dear Stockholder:
You are being asked to consider and vote uponNOTICEIS HEREBY GIVEN that the Joint Annual Meeting of Stockholders (the “Meeting”) of the Funds, each of which is a proposed transaction related toMaryland corporation, except Cohen & Steers MLPTax-Advantaged Preferred Securities and Income and Energy Opportunity Fund, Inc.,which is a Maryland corporation (“MIE” or the “Fund”). Detailed information about the proposed transaction is contained in the enclosed materials.
The Board of Directors of MIE has called a special meeting of stockholders (the “Meeting”) of MIE tostatutory trust, will be held on May 27,April 22, 2021 at 10:00 a.m. (Eastern Time), at which stockholders. The Trustees and shareholders of MIE will be askedCohen & Steers Tax-Advantaged Preferred Securities and Income Fund are referred to considerherein as “Directors” and vote upon a proposal to approve the liquidation and dissolution of MIE pursuant to the Plan of Liquidation attached to the Proxy Statement. “stockholders”.
Due to the public health impact of COVID-19 and to support the health and well-being of the Fund’sFunds’ stockholders, the Meeting will be held virtually by Internet webcast rather than in person. Stockholders will only be able to attend the Meeting by means of remote communication. Stockholders of record as of the close of business on the record date may participate in, submit questions during and vote at the Meeting by visiting the following website and following the registration and participation instructions contained therein: https://viewproxy.com/CohenSteers/broadridgevsm/. Please have the control number located on your proxy card or voting information form available.
Dissolution of the Fund is not an outcome any of us hoped for. However, in light of the challenging fundamental and market environment that closed-end MLP funds have experienced over the last several years, MIE’s diminishing asset base and MIE’s history of trading at a discount to net asset value, after consulting with the Fund’s management team, the Fund’s Board of Directors (the “Board”) has determined that it is advisable and in the best interest of MIE and its stockholders to liquidate the Fund. After careful consideration, the Board recommends that you vote “FOR” the proposed liquidation and dissolution of the Fund. It is important that you vote your shares so that we will have the ability to liquidate and dissolve the Fund in an orderly manner and without undue costs to stockholders.
If stockholders approve the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation, and certain conditions are met, the liquidation is expected to occur shortly after the Meeting, likely sometime in June 2021, or, if adjourned, shortly after the date of the reconvened Meeting at which stockholders approve the liquidation of the Fund.
Your vote is very important to us regardless of the number of shares you own. Whether or not you plan to attend the virtual Meeting, please read the Proxy Statement and authorize a proxy to vote your shares promptly. To authorize a proxy to vote, simply date, sign and return the proxy card in the enclosed postage-paid envelope or follow the instructions on the proxy card for authorizing a proxy by touch-tone telephone or on the Internet.
If you have any questions about the proposal to be voted on, please call Broadridge Financial Solutions, Inc., MIE’s proxy solicitor, at (855) 200-8122. It is important that your vote be received no later than the time of the Meeting.
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COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.
IMPORTANT NEWS FOR STOCKHOLDERS
The enclosed Proxy Statement (the “Proxy Statement”) describes a proposal to liquidate and dissolve Cohen & Steers MLP Income and Energy Opportunity Fund, Inc., a Maryland corporation (the “Fund” or “MIE”), in accordance with the Maryland General Corporation Law (“MGCL”), and the charter of the Fund.
While we encourage you to read the full text of the enclosed Proxy Statement, for your convenience, we have provided a brief overview of the proposed liquidation and dissolution and related proposal. Please refer to the more complete information contained elsewhere in the Proxy Statement about the liquidation and dissolution.
COMMON QUESTIONS YOU MAY HAVE ABOUT THE PROPOSED LIQUIDATION AND DISSOLUTION
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Because Maryland law and the Fund’s charter require that the dissolution of the Fund be approved by the Fund’s stockholders, the Fund is not legally permitted to execute the Plan of Liquidation until such approval is obtained, and it will not be able to calculate or pay liquidating distributions until it has wound up its business and affairs in accordance with the terms of the Plan of Liquidation. In order to deliver value to stockholders by allowing stockholders to receive NAV upon liquidation, the Board has determined that it is advisable and in the best interests of MIE and its stockholders to approve and to propose that stockholders approve, liquidating and dissolving the Fund pursuant to the Plan of Liquidation.
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YOUR VOTE IS IMPORTANT. PLEASE AUTHORIZE A PROXY TO VOTE YOUR SHARES PROMPTLY TO AVOID THE EXPENSE OF ADDITIONAL SOLICITATION.
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COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.
280 Park Avenue, New York, New York 10017
(212) 832-3232
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On May 27, 2021
To the Stockholders of the Fund:
NOTICEIS HEREBY GIVEN to the stockholders of Cohen & Steers MLP Income and Energy Opportunity Fund, Inc., a Maryland Corporation (the “Fund”), that the Special Meeting of Stockholders of the Fund (the “Meeting”) will be held on May 27, 2021 at 10:00a.m. (Eastern Time), solely to consider and vote on the proposal set forth below. Due to the public health impact of COVID-19 and to support the health and well-being of the Fund’s stockholders, the Meeting will be held virtually by Internet webcast rather than in person. Stockholders will only be able to attend the Meeting by means of remote communication. Stockholders of record as of the close of business on the record date may participate in, submit questions during and vote at the Meeting by visiting the following website and following the registration and participation instructions contained therein: https://viewproxy.com/CohenSteers/broadridgevsm/. Please have the control number located on your proxy card or voting information form available.
Beneficial owners holding their shares in the name of a brokerage firm, bank, nominee or other institution (“street name”) who wish to virtually attend and/or vote at the Meeting must first obtain a “legal proxy” from the applicable nominee/record holder, who will then provide the beneficial owner with a newly-issued control number. We note that obtaining a legal proxy may take several days. Requests for registration should be received no later than 3 p.m. (Eastern Time) on April 21, 2021. Once beneficial owners have obtained a new control number, they must visit
https://viewproxy.com/CohenSteers/broadridgevsm/ and submit their name and newly-issuednewly issued control number in order to register to participate in and vote at the Meeting.
The stockholders of the Fund will consider and vote on the proposalmatters to approve the liquidation and dissolution of the Fund pursuant to a Plan of Liquidation and the transactions contemplated thereby. Pursuant to the by-laws of the Fund and the Maryland General Corporation Law (“MGCL”), no other matter may be considered or voted uponpresented at the Meeting, other than procedural matters relating toall of which are more fully described in the foregoing proposal.accompanying Combined Proxy Statement dated March 9, 2021 are:
THE BOARD OF DIRECTORS (THE “BOARD”) OF THE FUND, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
| 1. | To consider and vote upon the election of four Directors of each Fund to hold office for a term ending at the 2024 annual meeting of stockholders and until their successors are duly elected and qualify; and |
| 2. | To transact such other business as may properly come before the Meeting or any postponement or adjournment thereof. |
The BoardBoards of Directors of the Fund hasFunds, as applicable have fixed the close of business on March 2, 2021 as the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting or any postponement or adjournment thereof. The enclosed proxy is being solicited on behalf of the Boards of Directors.
| By order of the |
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| Dana A. DeVivo |
| Secretary |
New York, New York
March 5,9, 2021
YOUR VOTE IS IMPORTANT
We invite you to utilize the convenience of Internet proxy authorization at the site indicated on the enclosed proxy card.Proxy Card. While at that site you will be able to enroll in our electronic delivery program which will ensure that you receive future mailings relating to annual meetings of the FundFund(s) as quickly as possible and will help the FundFund(s) save costs. Or you may indicate your voting instructions by telephone, Internet or on the enclosed Proxy Card, sign and date it, and return it in the envelope provided, which needs no postage if mailed in the United States. In order to save the FundFund(s) any additional expense of further solicitation, please authorize your proxy promptly.
Important Notice Regarding the Availability of Proxy Materials for the
Special Stockholder Meeting to
Be Held on May 27,April 22, 2021.
This notice, proxy statement and proxy card for theeach Fund is available at www.proxyvote.com
COMBINED PROXY STATEMENT
March 5, 2021TABLE OF CONTENTS
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Submission of Proposals for the Next Annual Meeting of Stockholders | 28 | |||
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COMBINED PROXY STATEMENT
Relating to the Liquidation and Dissolution ofCOHEN & STEERS CLOSED-END OPPORTUNITY FUND, INC. (“FOF”)
COHEN & STEERS INFRASTRUCTURE FUND, INC. (“UTF”)
COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC. (“LDP”)
COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC. (“MIE”)
COHEN & STEERS QUALITY INCOME REALTY FUND, INC. (“RQI”)
COHEN & STEERS REIT AND PREFERRED AND INCOME FUND, INC. (“RNP”)
COHEN & STEERS SELECT PREFERRED AND INCOME FUND, INC. (“PSF”)
COHEN & STEERS TOTAL RETURN REALTY FUND, INC. (“RFI”)
COHEN & STEERS TAX-ADVANTAGED PREFERRED SECURITIES AND INCOME FUND (“PTA”)
280 Park Avenue
New York, New York 10017
(212) 832-3232
JOINT ANNUAL MEETING OF STOCKHOLDERS
To Be Held On April 22, 2021
This Combined Proxy Statement (the “Proxy Statement”) is being furnished in connection with the solicitation of a proxy byproxies on behalf of the Boards of Directors, or, in the case of PTA, the Board of Directors (the “Board”Trustees, (collectively, the “Boards”) of Cohen & Steers MLP Income and Energy Opportunity Fund, Inc.,the above listed entities, each a Maryland corporation (theexcept PTA, which is a Maryland statutory trust (each a “Fund” or “MIE”, and collectively, the “Funds”), for a Specialto be exercised at the Joint Annual Meeting of Stockholders of MIE (the “Meeting”). The Meeting willthe Funds, to be held on May 27,April 22, 2021 at 10:00 a.m. (Eastern Time), and at any postponements or adjournments thereof (collectively, the “Meeting”). The Trustees and shareholders of PTA are referred to herein as “Directors” and “stockholders”.
Due to the public health impact of COVID-19 and to support the health and well-being of the Fund’sFunds’ stockholders, the Meeting will be held virtually by Internet webcast rather than in person. Stockholders will only be able to attend the Meeting by means of remote communication. Stockholders of record as of the close of business on the record date (March 2, 2021) may participate in, submit questions during and vote at the virtual Meeting by visiting the following website and following the registration and participation instructions contained therein: https://viewproxy.com/CohenSteers/broadridgevsm/. In order to attend the virtual Meeting, stockholders must have their control number located on their proxy card or voting information form available. Beneficial owners holding their shares in the name of a brokerage firm, bank, nominee or other institution (“street name”) who wish to virtually attend and/or vote at the Meeting must first obtain a “legal proxy” from the applicable nominee/record holder, who will then provide the beneficial owner
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with a newly-issued control number. We note that obtaining a legal proxy may take several days. Requests for registration should be received no later than 3:003 p.m. (Eastern Time) on May 26,April 21, 2021. Once beneficial owners have obtained a new control number, they must visit https://viewproxy.com/CohenSteers/broadridgevsm/ and submit their name and newly issued control number in order to register to participate in and vote at the Meeting. The solicitation will be by mail and the cost (including printing and mailing this Proxy Statement, Notice of Special Meeting, and proxy card, as well as any necessary supplementary solicitation) will be borne by the Fund. In addition to soliciting proxies by mail, the Fund’s officers or representatives of the Funds’ investment manager may solicit proxies by telephone.
The Notice of Special Meeting, theCombined Proxy Statement and the enclosed proxy card or voting instruction cardProxy Card are first being mailed to stockholders of MIE on or about March 8,15, 2021. This Proxy Statement contains information you should know before providing voting instructions on the following proposal with respect to MIE. You should retain this document for future reference.
The sole purpose of the Meeting is for stockholders of MIE to consider and vote upon the following proposal, as described in more detail in this Proxy Statement (the “Proposal”).
To approve the liquidation and dissolution of MIE, pursuant to the Plan of Liquidation.
PROPOSAL:
Pursuant to the by-laws of the Fund and the Maryland General Corporation Law (“MGCL”), no other matter may be considered or voted upon at the Meeting, other than procedural matters relating to the foregoing proposal.
If the Proposal is approved, the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation, a form of which is attached to this Proxy Statement as Appendix A, and certain conditions are met, the liquidation is expected to occur shortly after the Meeting, likely sometime in June 2021, or, if adjourned, shortly after the date of the reconvened Meeting at which stockholders approve the liquidation of the Fund. The Fund may deviate from its investment objective and strategies to ensure an orderly liquidation and dissolution, and may invest the proceeds from sales of its portfolio securities in investment grade short-term debt securities denominated in U.S. dollars, cash or cash equivalent securities as soon as is reasonable and practicable depending on market conditions and consistent with the terms of the Plan of Liquidation.
In accordance with theeach Fund’s by-laws,bylaws, the presence in person or by proxy of the holders of record of a majority of the shares of theeach Fund issued and outstanding and entitled to vote at the Meeting shall constitute a quorum for thesuch Fund at the Meeting.
If, however, a quorum shall not be present or represented at the Meeting or if fewer shares are present in person or by proxy than is the minimum required to take action with respect to any proposal presented at the Proposal,Meeting, the chairman of the Meeting or the holders of a majority of the shares of theeach Fund present in person or by proxy (or a majority of votes cast if a quorum is present) shall have the power to adjourn the Meeting from time to time, without notice other than announcement at the Meeting, until the requisite number of shares entitled to vote at the Meeting shall be present, to a date not more than 120 days after the record date. At any adjourned Meeting, if the relevant quorum is subsequently constituted, any business may be transacted which might have been transacted at the Meeting as originally called. For purposes of determining the presence of a quorum for transacting business at the Meeting, abstentions and broker “non-votes” (that is, proxies from brokers or nominees indicating that they have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary voting power), if any, will be treated as shares that are present but which have not been voted. ApprovalThe election of each nominee requires a plurality of the liquidation and dissolution ofvotes cast at the Fund pursuant to the Plan of Liquidationmeeting, assuming a quorum is to be determined by the affirmative vote of a majority of the total number of votes entitled to be cast thereon.present. Abstentions and broker non-votes,
if any, will count towards the presence of a quorum but otherwise will have no effect on obtaining the same result as a vote against the Proposal. Stockholders are not entitled to any appraisal rights as the resultrequisite approval of the proposal.
Although each Fund is a separate investment company that holds an annual meeting of stockholders, the Funds’ Proxy Statements have been combined into this Combined Proxy Statement to reduce expenses to the Funds of soliciting proxies for the Meeting.
The Board hasBoards have fixed the close of business on March 2, 2021 as the record date for the determination of stockholders entitled to notice of and to vote at the Meeting. AsThe outstanding voting shares of each Fund as of the close of business on March 2, 2021 the Fund had 26,092,048 outstanding voting shares. consisted of:
Fund | Shares of Common Stock | |||
FOF | 27,259,882.0000 | |||
RQI | 134,243,229.0369 | |||
RNP | 47,582,193.3480 | |||
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Fund | Shares of Common Stock | |||
UTF | 93,637,602.6420 | |||
RFI | 26,250,599.0000 | |||
PSF | 12,016,588.0000 | |||
LDP | 28,923,891.0000 | |||
MIE | 26,092,048.0000 | |||
PTA | 55,273,457.0000 | |||
Each share is entitled to one vote and each fractional share is entitled to a proportional fractional share vote. PursuantAll properly authorized proxies received prior to the by-laws of the Fund and the MGCL, no other matter mayMeeting will be considered or voted uponexercised at the Meeting in accordance with the instructions marked thereon or as otherwise provided therein and in the discretion of the proxy holder on any other than procedural matters relating tomatter that is properly brought before the foregoing proposal.Meeting, or any postponement or adjournment thereof. Accordingly, unless instructions to the contrary are marked,provided, proxies will be voted FOR the liquidation and dissolutionelection of each of the Fund.nominees for Director. Any stockholder may revoke his or her proxy at any time prior to exercise thereof by giving written notice to the Secretary of the FundFund(s) at its offices at 280 Park Avenue, New York, New York 10017, or by authorizing another proxy of a later date or by personally casting his or her vote at the Meeting. Attendance at the Meeting without voting will not revoke a previously authorized proxy. Stockholders can vote only ifon matters affecting the Fund(s) in which they held shares of the Fundhold a share as of the close of business on the record date. Votes castBecause the proposals in the Notice of Joint Annual Meeting of Stockholders are separate for each Fund, it is essential that stockholders who own shares in multiple Funds complete, date, sign and return (or authorize their proxy by telephone or internet in respect of) each Proxy Card they receive.
The solicitation will be primarily by mail, and the cost of soliciting proxies for each Fund will be borne by such Fund. In addition to soliciting proxies by mail, each Fund’s officers or representatives of the Funds’ investment manager may solicit proxies by telephone. In addition, the Funds have engaged Broadridge to assist in the solicitation of proxies for an aggregate fee of approximately $375,000, which includes processing and tabulation, mailing and virtual shareholder meeting fees, although the actual costs of the solicitation may be higher. Any out-of-pocket expenses incurred in connection with the solicitation will be borne by the Fund incurring such expenses.
The most recent annual report of each Fund, including financial statements, has been previously mailed to that Fund’s stockholders. If you have not received a report for any of the Funds in which you own shares or would like to receive an additional copy free of charge, please contact Dana A. DeVivo, Secretary of the Funds, at 280 Park Avenue, New York, New York 10017, (800) 330-7348, and it will be sent promptly by first-class mail.
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For each Fund, at the Meeting, four individuals are nominated to be elected to serve as Directors, (each a “Director”, and submittedcollectively, the “Directors”) for their respective terms and until their successors are duly elected and qualify. The nominees for Director are George Grossman, Jane F. Magpiong, Robert H. Steers and C. Edward Ward, Jr., with each to hold office for terms to expire at the 2024 annual meeting of stockholders, and until their successors are duly elected and qualify. As of the date of this Combined Proxy Statement, Mr. Steers is on a medical leave of absence from his position as Chief Executive Officer of the Funds’ Advisor (as defined below) and as Director of the Funds. The Funds expect Mr. Steers to resume his duties upon returning from such leave of absence. In accordance with the Funds’ current bylaws, the Boards have appointed Joseph M. Harvey, an Interested Director (as defined below), as Acting Chairman of the Boards in Mr. Steers’ absence. If Mr. Ward is elected as a Director, it is anticipated that he will retire from the Boards at the end of the calendar year pursuant to the Boards’ current retirement policy. It is the intention of the persons named in the enclosed proxy to vote in favor of each of the nominees. On March 8, 2021, each Board approved an increase in the size of the Board from nine Directors to ten Directors and elected Ramona Rogers-Windsor as a Director for an initial term of office expiring at the annual meeting of stockholders in 2023 and until her successor is duly elected and qualifies. The increase in the size of each Board has been apportioned among the Board classes so as to maintain a number of Directors in each class as nearly equal as possible. At the Meeting, the holders of each Fund’s common stock or, in the case of PTA, its common shares of beneficial interest, will have equal voting rights (i.e., one vote per share), and will vote as a single class on the election of Ms. Magpiong and Messrs. Grossman, Steers and Ward. Ms. Magpiong and Messrs. Grossman, Steers and Ward currently serve as Directors of each of the twenty-one funds within the group of funds registered under the Investment Company Act of 1940, as amended (the “Act”), that are managed by proxyCohen & Steers Capital Management, Inc. (the “Cohen & Steers Fund Complex”).
Each Fund’s stockholders, with the exception of PTA, initially elected their Board to staggered terms at the respective Annual Meeting of Stockholders held on:
Funds | Date of stockholder meeting electing Board of Directors to staggered terms | |||
FOF | April 19, 2007 | |||
RQI | April 24, 2003 | |||
RNP | April 29, 2004 | |||
RFI | April 27, 1994 | |||
UTF | April 28, 2005 | |||
PSF | April 28, 2011 | |||
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Funds | Date of stockholder meeting electing Board of Directors to staggered terms | |||
LDP | April 25, 2013 | |||
MIE | April 24, 2014 | |||
Under PTA’s Amended and Restated Declaration of Trust, its Trustees (referred to herein as “Directors” as noted above) were divided into three classes, having staggered terms, commencing on the first date in which the Fund had more than one shareholder (referred to herein as a “stockholder” as noted above) of record, October 28, 2020. Accordingly, the term of office of only a single class of Directors for each Fund will expire at the Meeting. As a result of this system, only those Directors in any one class may be changed in any one year, and it would require two years or more to change a majority of a Fund’s Board. This system of electing Directors, which may be regarded as an “anti-takeover” provision, may have the effect of limiting the ability to change the composition of a Fund’s Board and, thus, make it more difficult for each Fund’s stockholders to change a majority of the Directors.
Each Fund’s Board of Directors, as applicable, including the Independent Directors then serving, unanimously voted to nominate each of the nominees. Each of the nominees has consented to continue serving as a Director. If a nominee becomes unable or, in the determination of the Boards, would be unable to serve, the proxies received will be tabulatedvoted FOR such substitute nominee, if any, as the Boards may recommend.
Directors of the Funds, together with information as to their positions with the Funds, principal occupations and other board memberships and affiliations for at least the past five years, are shown below.
Name, Address and | Position | Principal Occupation(s) | Length of | Term of Office3 | Number of Funds Within Fund Complex Overseen by Director (Including the Funds) | |||||||||||
Independent Directors4 | ||||||||||||||||
Michael G. Clark | 1965 | Director, Lead Independent Director | From 2006 to 2011, President and Chief Executive Officer of DWS Funds and Managing Director of Deutsche Asset Management. | Since 2011 | 2023 | 21 | ||||||||||
George Grossman | 1953 | Director | Attorney-at-Law. | Since 1993 | 20245 | 21 | ||||||||||
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Name, Address and | Position | Principal Occupation(s) | Length of | Term of Office3 | Number of Funds Within Fund Complex Overseen by Director (Including the Funds) | |||||||
Dean A. Junkans | 1959 | Director | Chartered Financial Analyst; Advisor to SigFig (a registered investment advisor) since July, 2018; Adjunct Professor and Executive-In-Residence, Bethel University since 2015; Chief Investment Officer at Wells Fargo Private Bank from 2004 to 2014 and Chief Investment Officer of the Wealth, Brokerage and Retirement group at Wells Fargo & Company from 2011 to 2014; former member and Chair, Claritas Advisory Committee at the CFA Institute from 2013 to 2015; Board Member and Investment Committee member, Bethel University Foundation since 2010; formerly, Corporate Executive Board Member of the National Chief Investment Officers Circle, 2010 to 2015; formerly, Member of the Board of Governors of the University of Wisconsin Foundation, River Falls, 1996 to 2004; U.S. Army Veteran, Gulf War. | Since 2015 | 2023 | 21 | ||||||
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Name, Address and | Position | Principal Occupation(s) | Length of | Term of Office3 | Number of Funds Within Fund Complex Overseen by Director (Including the Funds) | |||||||
Gerald J. Maginnis | 1955 | Director | Philadelphia Office Managing Partner, KPMG LLP from 2006 to 2015; Partner in Charge, KPMG Pennsylvania Audit Practice from 2002 to 2008; President, Pennsylvania Institute of Certified Public Accountants (PICPA) from 2014 to 2015; member, PICPA Board of Directors from 2012 to 2016; member, Council of the American Institute of Certified Public Accountants (AICPA) from 2013 to 2017; member, Board of Trustees of AICPA Foundation since 2015 to 2020; board member and Audit Committee Chairman of inTEST Corporation since 2020. | Since 2015 | 2022 | 21 | ||||||
Jane F. Magpiong | 1960 | Director | President, Untap Potential since 2013; Board Member, Crespi High School from 2014 to 2017; Senior Managing Director, TIAA-CREF, from 2011 to 2013; National Head of Wealth Management, TIAA-CREF, from 2008 to 2011; and prior to that, President, Bank of America Private Bank from 2005 to 2008. | Since 2015 | 20245 | 21 | ||||||
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Name, Address and | Position | Principal Occupation(s) | Length of | Term of Office3 | Number of Funds Within Fund Complex Overseen by Director (Including the Funds) | |||||||
Daphne L. Richards | 1966 | Director | Independent Director of Cartica Management, LLC since 2015; Investment Committee Member of the Berkshire Taconic Community Foundation since 2015 and Member of Advisory Board of Northeast Dutchess Fund since 2016; President and CIO of Ledge Harbor Management since 2016; formerly at Bessemer Trust Company from 1999 to 2014; prior thereto, held investment positions at 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. | Since 2017 | 2022 | 21 | ||||||
Ramona Rogers-Windsor | 1960 | Director | 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. | Since 20218 | 2023 | 21 | ||||||
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Name, Address and | Position | Principal Occupation(s) | Length of | Term of Office3 | Number of Funds Within Fund Complex Overseen by Director (Including the Funds) | |||||||
C. Edward Ward, Jr. | 1946 | Director | Member of The Board of Trustees of Manhattan College, Riverdale, New York from 2004 to 2014. Formerly, Director of closed-end fund management for the New York Stock Exchange from 1979 to 2004. | Since 2004 | 20245 | 21 | ||||||
Interested Directors6 | ||||||||||||
Joseph M. Harvey7 | 1963 | Director, Acting Chairman | President of CSCM since 2003 and President of 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. | Since 2014 | 2022 | 21 | ||||||
Robert H. Steers7 | 1953 | Director, Chairman | Chief Executive Officer of the Advisor and CNS since 2014. Prior to that, Co-Chairman and Co-Chief Executive Officer of the Advisor since 2003 and CNS since 2004. Prior to that, Chairman of the Advisor; Vice President of Cohen & Steers Securities, LLC. | Since 1991 | 20245 | 21 | ||||||
| 1 | The address of each Director is c/o Cohen & Steers Funds, 280 Park Avenue, New York, NY 10017. |
| 2 | The length of time served represents the year in which the Director was first elected to any fund in the Cohen & Steers Fund Complex. |
| 3 | The Boards have adopted a mandatory retirement policy stating a Director must retire from a Board on December 31st of the year in which he or she turns 75 years of age. |
| 4 | “Independent Directors” are not “interested persons,” as defined in the Act, of the Funds. |
9
| 5 | If elected at the Meeting. Each Director serves until the annual meeting in the year designated in the above table and until his or her successor has been duly elected and qualified, or until his or her death, resignation or removal as provided in the Funds’ bylaws and charters. Under the Boards’ current mandatory retirement policy, if Mr. Ward is elected as a Director, it is anticipated that he will retire from each Board at the end of the calendar year. |
| 6 | “Interested person,” as defined in the Act, of each Fund (“Interested Director”) because of the affiliation with Cohen & Steers Capital Management, Inc. (“CSCM”), each Fund’s investment manager (the “Advisor”), and its parent company, Cohen & Steers, Inc. (“CNS”). |
| 7 | As of the date of this Combined Proxy Statement, Mr. Steers is on a medical leave of absence. In accordance with the Funds’ current bylaws, the Boards have appointed Joseph M. Harvey as Acting Chairman of the Boards. |
| 8 | Ms. Rogers-Windsor was elected a Director of each of the Funds in the Cohen & Steers Fund Complex by the applicable Fund’s Board on March 8, 2021. Ms. Rogers-Windsor will serve as a Director until the annual meeting of stockholders of each Fund held in 2023 and until her successor is duly elected and qualifies. |
Each Director, except Mses. Richards and Rogers-Windsor, has been a Director of the Funds for at least five years or, with regard to PTA, with the exception of Ms. Rogers-Windsor, since the date of its initial public offering. Additional information about each Independent Director follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that he or she possesses which the Boards believe has prepared him or her to be an effective Director.
| • | Michael G. Clark - In addition to his tenure as a Director of the Cohen & Steers funds, Mr. Clark has served as the Cohen & Steers fund’s lead Independent Director since January 2018, acting as liaison between the Boards and the Independent Directors. Mr. Clark has also served as the Chairman of the Boards’ Nominating Committee since 2015 and Dividend Committee since 2018. 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 5 years. Prior to that, he held senior management positions at Merrill Lynch Investment Managers and Merrill Lynch Asset Management, and prior thereto, was an auditor at Merrill Lynch & Co. and Deloitte & Touche. He has over 25 years of investment management and financial services industry experience 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 also serves as the Chairman of the Boards’ Contracts Review Committee, coordinating the information presented to |
10
the Boards in connection with the renewal of each Fund’s management contracts as well as interacting with the independent third-party service provider. |
| • | Dean A. Junkans - In addition to his tenure as a Director of the Cohen & Steers funds, Mr. Junkans has served as the Chairman of the Boards’ Governance Committee since 2018. 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 is also a board member and Investment Committee member of Bethel University Foundation. He was a member of the Board of Governors of the University of Wisconsin Foundation, River Falls, from 1996 to 2004, and is a U.S. Army Veteran. |
| • | Gerald J. Maginnis - In addition to his tenure as a Director of the Cohen & Steers funds, Mr. Maginnis has served as Chairman of the Board’s Audit Committee since 2019. He has also served as a member of the Board of Directors and the Audit Committee Chairman 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 2014 to 2017. He was a member of the Board of Directors of PICPA from 2012 to 2016 and 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 - Prior to becoming a Director of the Cohen & Steers funds, Ms. Magpiong was President of Bank of America Private Bank from 2005 to 2008, National Head of Wealth Management at TIAA-CREF from 2008 to 2011, and Senior Managing Director of Leadership Development at TIAA-CREF from 2011 to 2013. Ms. Magpiong has over 26 years of investment management experience, and has previously served on the boards of several charitable foundations. Ms. Magpiong holds a BA from the University of California at Santa Barbara and a Masters in Management from the University of Redlands. |
| • | Daphne L. Richards - In addition to her tenure as a Director of the Cohen & Steers funds, Ms. Richards serves as an Independent Director of Cartica Management, LLC since 2015. She has also been a Member of the Investment Committee of the Berkshire Taconic Community Foundation since 2015, a Member of the Advisory Board of Northeast Dutchess Fund since 2016, and the President and CIO of Ledge Harbor Management since 2016. Previously, Ms. Richards worked at Bessemer Trust Company from 1999 to 2014. Prior |
11
thereto, Ms. Richards held investment positions at 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. |
| • | Ramona Rogers-Windsor - In addition to serving as a Director of the Cohen & Steers funds, Ms. Rogers-Windsor serves 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. |
| • | C. Edward Ward, Jr. - In addition to his tenure as a Director of the Cohen & Steers funds, Mr. Ward has over 32 years of industry experience with closed-end investment companies, previously serving as Director of Closed-End Fund Management at the New York Stock Exchange. He also earned a Master of Business Administration degree from Harvard University and served as a trustee of a private university. |
The Boards believe that the significance of each Director’s experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Director may not have the same value for another) and that these factors are best evaluated at the board level, with no single Director, or particular factor, being indicative of board effectiveness. However, the Boards believe that each Director needs 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 his or her duties; the Boards believe that each of their members satisfies this standard. Experience relevant to having these abilities may be achieved through a Director’s educational background; business, professional training or practice (e.g., accountancy 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 each Board’s Nominating Committee contains certain other specific requirements and factors considered by the inspectorCommittee in identifying and selecting Director candidates (please see below).
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
12
Funds’ and the Advisor’s counsel; both Board and Fund counsel have significant experience advising funds and fund boards. Each Board and its committees have the power to engage other experts as appropriate. Each Board evaluates its performance on an annual basis.
Board Composition and Leadership Structure. The Act requires that at least 40% of electiona Fund’s Directors be Independent Directors and, as such, not affiliated with the Advisor. To rely on certain exemptive rules under the 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 certain transactions with affiliates, the Act or the rules thereunder require the approval of a majority of the Independent Directors. Currently, over 75% of each Fund’s Directors are Independent Directors. The Chairman of each 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 and potential conflicts of interest that could arise from these relationships.
During each Fund’s most recent fiscal year (December 31, 2020 for each Fund other than MIE and PTA; November 30, 2020 for MIE; and October 31, 2020 for PTA), each Board met the number of times indicated in the table below.
Fund | Number of Board Meetings | |
RFI | 6 | |
RQI | 6 | |
RNP | 6 | |
UTF | 6 | |
FOF | 6 | |
PSF | 6 | |
LDP | 6 | |
MIE | 6 | |
PTA* | 0 |
| * | PTA commenced investment operations on October 28, 2020. The number of Board meetings shown are for the period from commencement of investment operations through October 31, 2020. |
Each Director then in office attended at least 75% of the aggregate number of meetings of the Boards and the Committees of which he or she was a member during the period in which he or she was a member. As a result of the COVID-19 crisis, a number of the Funds’ Board meetings were held by teleconference or video
13
conference. The Funds do not have policies with regard to the Directors’ attendance at annual stockholder meetings and none of the Directors attended any Fund’s 2020 annual meeting of stockholders. Each Fund maintains five standing Board Committees: the Audit Committee, the Nominating Committee, the Contract Review Committee, the Governance Committee and the Dividend Committee (each, a “Committee” and collectively, the “Committees”). The Directors serving on each Committee are Independent Directors, and otherwise satisfy the applicable standards for independence of a committee member of an investment company issuer under the federal securities laws and under applicable listing standards of the New York Stock Exchange. The members of the Audit Committee of each Fund are Messrs. Clark, Grossman and Maginnis. The members of the Nominating Committee and the Contract Review Committee of each Fund are Mses. Magpiong, Richards and Rogers-Windsor and Messrs. Clark, Grossman, Junkans, Maginnis and Ward. The members of the Governance Committee of each Fund are Mses. Magpiong and Richards and Messrs. Junkans and Ward. The members of the Dividend Committee of each Fund are Ms. Magpiong and Messrs. Clark, Junkans and Maginnis.
The Audit Committee of each Fund, except PTA, met five times during the fiscal year. The Audit Committee for PTA did not meet during the period beginning on October 28, 2020 (commencement of investment operations) and ending October 31, 2020. Mr. Maginnis was elected to serve as Audit Committee Chair effective January 1, 2019 for each Fund other than PTA, for which Mr. Maginnis was appointed forto serve as Audit Committee Chair effective December 10, 2019. Each Audit Committee operates pursuant to a written charter adopted by the Meeting.
You should retain this Proxy Statement for future reference as it sets forth concisely information about the Fund that you should know before voting on the proposed liquidation and dissolution described herein. Please read it carefully and keep it for future reference.
You may receive free of charge aapplicable Board. A current copy of the Audit Committee charter is available on the Advisor’s website at https://assets.cohenandsteers.com/assets/content/uploads/Audit_Committee_Charter_Updated_September_2019.pdf. The general purposes of each Audit Committee are to oversee the Fund’s Annual Reportaccounting and financial reporting and processes and audits of the Fund’s financial statements; the integrity of the Fund’s financial statements; the Fund’s compliance with legal and regulatory requirements that relate to Stockholdersthe Fund’s accounting and financial reporting processes and financial statement audits; and the qualifications, independence and performance of the independent registered public accounting firm(s) engaged by the Fund and the performance of the Fund’s independent audit function, if any.
The Nominating Committee of each Fund, except PTA, met one time during the fiscal year. The Nominating Committee for PTA did not meet during the period beginning on October 28, 2020 (commencement of investment operations) and ending October 31, 2020. The Nominating Committee of each Fund operates pursuant to a written charter adopted by the applicable Board. A current copy of the Nominating Committee charter is available on the Advisor’s website at https://www.cohenandsteers.com/assets/content/uploads/Nominating_Committee_Charter_Fds.pdf. The main functions of each Nominating Committee are to (i) identify individuals qualified to become Directors in the event that a position is vacated or created, (ii) select the Directors nominees for the fiscal year ended December 31, 2020, which highlights certain importantnext annual meeting of stockholders and (iii) set any necessary standards or qualifications for
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service on the applicable Board. Each Nominating Committee requires that Director candidates have a college degree or equivalent business experience. Each Nominating Committee may take into account a wide variety of factors in considering Director candidates, including (but not limited to): (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board, (ii) an assessment of the candidate’s 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, (iii) educational background, (iv) business, professional training or practice (e.g., accountancy or law), public service or academic positions, (v) an assessment of the candidate’s character and integrity, (vi) 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, (vii) whether or not the candidate has any relationships that might impair his or her independence, such as investment performanceany business, financial or family relationships with Cohen & Steers, Fund service providers or their affiliates and (viii) overall interplay of a candidate’s experience, skill and knowledge with that of other Directors. In addition, although the Nominating Committee does not have a formal policy with regard to consideration of diversity in identifying Director candidates, the Nominating Committee may consider whether a potential candidate’s qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board’s membership and collective attributes. Such considerations will vary based on the Board’s existing membership and other factors, such as the strength of a potential nominee’s overall qualifications relative to diversity considerations. The Nominating Committee may, but is not required to, retain a third-party search firm at the Fund’s expense and financial information,to identify potential candidates. The Nominating Committee will consider Director candidates recommended by visiting our website at www.cohenandsteers.com, by calling 866-227-0757 or bystockholders, provided that any such stockholder recommendation is submitted in writing to the Fund, to the attention of the Secretary, at the address listed above.of the principal executive offices of the Fund and further provided that such recommendation includes all other information specified in the Nominating Committee charter and complies with the procedures set forth in Appendix A thereto. Pursuant to each Fund’s charter, each Fund’s Board may elect a new Director to fill any vacancy on the Board. Any Director elected in this manner will serve for the full term of the directorship for which he or she is elected and until his or her successor is duly elected and qualifies.
In addition, you can copyThe Contract Review Committee of each Fund, except PTA, met two times during the fiscal year. The Contract Review Committee for PTA did not meet during the period beginning on October 28, 2020 (commencement of investment operations) and review this Proxy Statement,ending October 31, 2020. The Contract Review Committee of each Fund operates pursuant to a written charter adopted by the applicable Board. The main functions of each Contract Review Committee are to make recommendations to the Board after reviewing advisory and other contracts that the Fund has with the Advisor and to select third parties to provide evaluative reports and other information to the Board regarding the services provided by the Advisor.
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The Governance Committee of each Fund, except PTA, met five times during the fiscal year. The Governance Committee for PTA did not meet during the period beginning on October 28, 2020 (commencement of investment operations) and ending October 31, 2020. The Governance Committee of each Fund operates pursuant to a written charter adopted by the applicable Board. The main function of each Governance Committee is to assist the Board in the oversight of appropriate and effective governance of the Fund. The Governance Committee oversees, among other things, the structure and composition of the Board Committees, the size of the Board and the above-referenced documents,compensation of Independent Directors for service on the Board and any Board Committee and the process for securing insurance coverage for the Board.
The Dividend Committee of each Fund, except PTA, met three times during the fiscal year. Dividend Committee for PTA did not meet during the period beginning on October 28, 2020 (commencement of investment operations) and ending October 31, 2020. The main function of each Dividend Committee is to assist the applicable Board in the oversight of the Funds’ process for determining distributions and to exercise the power to declare distributions delegated to it by the Board.
Board’s Oversight Role in Management. The 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, have responsibility 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 EDGAR Databaselead Independent Director, acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including the Funds’ 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 Funds’ independent registered public accounting firm and the Funds’ Treasurer and Chief Financial Officer. Each Board also receives periodic presentations from senior personnel of the Advisor or its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas such as business continuity, anti-money laundering, personal trading, valuation, credit, investment research and securities lending. Each Board also receives reports from counsel to the Funds’ and the Advisor and the Boards’ 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.
* * *
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Audit Committee Report
The Audit Committee of each Cohen & Steers Fund (a “Fund” and together, the “Funds”) has met with PricewaterhouseCoopers LLP, the Funds’ independent registered public accounting firm, to discuss the scope of the audit engagement, review the Funds’ financial statements, and discuss the statements and audit results with management. Each Audit Committee discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”), received the written disclosures and the letter from PricewaterhouseCoopers LLP required by PCAOB Rule 3526 and discussed with PricewaterhouseCoopers LLP its independence. Based on these reviews and discussions, each Audit Committee recommended to the Board of Directors, as applicable, that the audited financial statements of each Fund be included in that Fund’s annual report to stockholders for the last fiscal year for filing with the Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov. You may also obtain copiesCommission.
February 26, 2021
Submitted by the Audit Committee of this information, after payingeach Fund’s Board of Directors, as applicable
Michael G. Clark
George Grossman
Gerald J. Maginnis, Chairman
* * *
As of December 31, 2020, the Directors and officers of each Fund as a duplicating fee, by electronic request at publicinfo@sec.gov.
Sharesgroup owned the following number of common stock, par value $0.001 per share,shares of MIE, are listed on the New York Stock Exchange (“NYSE”) under the symbol “MIE”. You also may inspect the Fund’s stockholder reports, proxy materials and other information about theeach Fund, at the officeswhich is less than 1% of the NYSE, 11 Wall Street, New York, NY 10005.
TABLE OF CONTENTSoutstanding securities of such Fund.
Fund | Aggregate Shares Held | |||
FOF | 38,041.6767 | |||
PSF | 9,073.9792 | |||
RFI | 8,628.0432 | |||
RNP | 5,977.1176 | |||
RQI | 48,846.9373 | |||
UTF | 10,069.0450 | |||
LDP | 2,599.2520 | |||
MIE | 7,962.5010 | |||
PTA | 5,858.0000 | |||
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To the knowledge of each Fund no person owned of record or owned beneficially more than 5% of each Fund’s common stock outstanding as of that date, except as listed below:
RFI:
Name and Address of Beneficial Owner | Amount of Beneficial Ownership as Reported in Schedule 13G | Percent of Fund as Reported in Schedule 13G | Date of Reporting of >5% ownership | |||||||||
First Trust Portfolios L.P. | 1,899,430 | 7.2 | % | 12/31/2020 | ||||||||
First Trust Advisors L.P. | ||||||||||||
The Charger Corporation | ||||||||||||
120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187 | ||||||||||||
MIE:
Name and Address of Beneficial Owner | Amount of Beneficial Ownership as Reported in Schedule 13G | Percent of Fund as Reported in Schedule 13G | Date of Reporting of >5% ownership | |||||||||
First Trust Portfolios L.P. | 2,553,637 | 9.53 | % | 12/31/2020 | ||||||||
First Trust Advisors L.P. | ||||||||||||
The Charger Corporation | ||||||||||||
120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187 | ||||||||||||
and that Cede & Co., a nominee for participants in the Depository Trust Company, held of record as of March 2, 2021:
Fund | Shares of common stock | Percentage of Fund’s outstanding common stock | ||||||
FOF | 27,255,981.2519 | 99.986 | % | |||||
RQI | 134,180,957.0000 | 99.954 | % | |||||
RNP | 47,550,857.0000 | 99.934 | % | |||||
UTF | 93,611,488.4166 | 99.972 | % | |||||
RFI | 26,162,205.0000 | 99.663 | % | |||||
PSF | 12,016,071.0689 | 99.996 | % | |||||
LDP | 28,923,888.0364 | 100.000 | % | |||||
MIE | 26,092,047.0000 | 100.000 | % | |||||
PTA | 55,269,456.0000 | 99.993 | % | |||||
As of December 31, 2020, none of the Independent Directors nor any of their immediate family members owned any securities in the Advisor or any person directly or indirectly controlling, controlled by or under common control with the Advisor.
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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 by each Director as of December 31, 2020.
A: None
B: $1 – $10,000
C: $10,001 – $50,000
D: $50,001 – $100,000
E: Over $100,000
| MIE | PSF | RQI | RNP | RFI | UTF | LDP | PTA | Aggregate Dollar Range of Equity Securities in the Cohen & Steers Fund Complex | |||||||||||||
| B | C | C | C | C | C | C | A | E | ||||||||||||
| A | A | B | B | B | A | A | A | E | ||||||||||||
| B | A | D | A | C | C | C | A | E | ||||||||||||
| A | A | E | A | B | A | A | A | E | ||||||||||||
| C | C | C | C | C | C | C | A | E | ||||||||||||
| A | A | A | A | A | C | A | C | E | ||||||||||||
| A | A | A | A | A | A | A | E | E | ||||||||||||
| A | A | A | A | A | A | A | A | A | ||||||||||||
| A | A | A | A | A | A | A | A | E | ||||||||||||
| |||||||||||||||||||||
| A | |||||||||||||||||||||
| A | |||||||||||||||||||||
| A | |||||||||||||||||||||
| A | |||||||||||||||||||||
| |||||||||||||||||||||
| A | |||||||||||||||||||||
| A | |||||||||||||||||||||
| A | |||||||||||||||||||||
| C | E |
| * | Interested Directors. |
Compensation of Directors and Officers. The Independent Directors are paid by the Cohen & Steers Fund Complex an annual base retainer of $155,000, 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. Directors also are reimbursed their out-of-pocket expenses in connection with attendance at Board and Committee meetings. The Audit Committee Chairman is paid $25,000 per year in the aggregate for his service as Chairman of the Audit Committees of the Cohen & Steers Fund Complex, and the Contract Review Committee and Governance Committee Chairman are each paid $20,000 per year in the aggregate for their work in connection with the Cohen & Steers Fund Complex. The Nominating Committee Chairman is paid $20,000 per year, to the extent a Board seat will be filled in that year and potential Board candidates are being interviewed and considered, for his work in connection with the Cohen & Steers Fund Complex. The Chairman of the
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Dividend Committee is not paid for serving as a Chairman. The lead Independent Director is paid $50,000 per year in the aggregate for his service as lead Independent Director of the Cohen & Steers Fund Complex. Directors also may be paid additional compensation for services related to the Boards or Committees, as approved by the Board of each Fund.
The following table sets forth the out-of-pocket expenses paid by each Fund to Directors for the calendar year ended December 31, 2020.
Fund | Total out-of-pocket expenses paid for the year ended December 31, 2020 | |||
FOF | $ | 63.68 | ||
PSF | $ | 58.34 | ||
RFI | $ | 65.85 | ||
RNP | $ | 208.95 | ||
RQI | $ | 319.04 | ||
UTF | $ | 451.47 | ||
LDP | $ | 135.56 | ||
MIE | $ | 26.73 | ||
PTA | $ | 0 | ||
The following table sets forth information regarding compensation of Directors by each Fund for the applicable fiscal year end and by the Cohen & Steers Fund Complex for the calendar year ended December 31, 2020. Officers of the Funds, other than the Chief Compliance Officer, and Interested Directors do not receive any compensation from the Funds or any other fund in the Cohen & Steers Fund Complex. The table also sets forth the compensation of the Chief Compliance Officer by each Fund for the calendar year ended December 31, 2020. In the column headed “Total Compensation to Directors by Cohen & Steers Fund Complex,” the compensation paid to each Director represents the twenty-one funds that each Director oversaw in the Cohen & Steers Fund Complex during 2020. The Directors do not receive any pension or retirement benefits from the Cohen & Steers Fund Complex.
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Compensation Table
Year Ended December 31, 2020
| FOF | PTA+ | PSF | RFI | RNP | RQI | UTF | LDP | MIE+ | Total Paid to Directors by Cohen & Steers Fund Complex | |||||||||||||||||||||||||||||||
Interested Directors |
| |||||||||||||||||||||||||||||||||||||||
Robert H. Steers*, Director and Chairman | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
Joseph M. Harvey*, Director | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
Independent Directors# |
| |||||||||||||||||||||||||||||||||||||||
Michael G. Clark, Director, Lead Independent Director, Dividend Committee Chairman and Nominating Committee Chairman | $ | 2,262 | $ | 2,119 | $ | 2,164 | $ | 2,351 | $ | 7,513 | $ | 11,328 | $ | 15,885 | $ | 5,030 | $ | 660 | $ | 254,000 | ||||||||||||||||||||
George Grossman, Director & Contract Review Committee Chairman | $ | 1,985 | $ | 1,859 | $ | 1,899 | $ | 2,063 | $ | 6,593 | $ | 9,941 | $ | 13,940 | $ | 4,414 | $ | 580 | $ | 215,000 | ||||||||||||||||||||
Dean Junkans, Director & Governance Committee Chairman | $ | 1,985 | $ | 1,860 | $ | 1,899 | $ | 2,063 | $ | 6,593 | $ | 9,941 | $ | 13,940 | $ | 4,414 | $ | 580 | $ | 215,000 | ||||||||||||||||||||
Gerald J Maginnis, Director & Audit Committee Chairman | $ | 2,031 | $ | 1,903 | $ | 1,943 | $ | 2,111 | $ | 6,746 | $ | 10,171 | $ | 14,264 | $ | 4,517 | $ | 593 | $ | 220,000 | ||||||||||||||||||||
Jane F. Magpiong, Director | $ | 1,800 | $ | 1,686 | $ | 1,722 | $ | 1,871 | $ | 5,980 | $ | 9,016 | $ | 12,643 | $ | 4,003 | $ | 526 | $ | 195,000 | ||||||||||||||||||||
Daphne L. Richards, Director | $ | 1,800 | $ | 1,686 | $ | 1,722 | $ | 1,871 | $ | 5,980 | $ | 9,016 | $ | 12,643 | $ | 4,003 | $ | 526 | $ | 195,000 | ||||||||||||||||||||
C. Edward Ward, Jr., Director | $ | 1,800 | $ | 1,686 | $ | 1,722 | $ | 1,871 | $ | 5,980 | $ | 9,016 | $ | 12,643 | $ | 4,003 | $ | 526 | $ | 195,000 | ||||||||||||||||||||
Officers of the Funds |
| |||||||||||||||||||||||||||||||||||||||
Chief Compliance Officer** | $ | 2,094 | $ | 1,980 | $ | 2,843 | $ | 2,178 | $ | 9,295 | $ | 14,253 | $ | 20,280 | $ | 6,713 | $ | 812 | $ | 239,720 | ||||||||||||||||||||
| * | Interested Directors. |
| ** | Prior to March 17, 2020, Lisa Phelan was the Funds’ Chief Compliance Officer. The Board approved Stephen Murphy as the Funds’ Chief Compliance Officer, effective March 17, 2020. The compensation shows the aggregate total paid to Ms. Phelan and Mr. Murphy. |
| + | Amounts shown for PTA are as of the fiscal year ended October 31, 2020 and the amounts shown for MIE are as of the fiscal year ended November 30, 2020. |
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| # | Ms. Rogers-Windsor became a Director of each Fund in the Cohen & Steers Fund Complex on March 8, 2021. She received no compensation from the Funds or the Cohen & Steers Fund Complex during the year ended December 31, 2020. |
THE PROPOSALDelinquent Section 16(a) Reports. Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 30(h) of the Act, as applied to the Funds, require the Funds’ Directors, officers, the Advisor, certain affiliates of the Advisor, and persons who beneficially own more than 10% of a class of the Funds’ outstanding securities to file reports of ownership of the Funds’ securities and changes in such ownership with the Securities and Exchange Commission (“SEC”). Those persons are required by SEC regulations to furnish the relevant Fund(s) with copies of all filings. To each Fund’s knowledge, all such persons complied with all filing requirements under Section 16(a) of the Exchange Act and Section 30(h) of the Act during the fiscal year ended October 31, 2020 for PTA, November 30, 2020 for MIE and December 31, 2020 for all other Funds, except that four Forms 4 were not timely filed on behalf of Robert Steers with respect to LDP, UTF, RQI and RFI relating to two transactions in shares of each of LDP, UTF and RQI and one transaction in shares of RFI, one Form 4 was not timely filed on behalf of Joseph Harvey relating to one transaction in shares of LDP, one Form 5 was filed on behalf of Dean Junkans to amend previously reported ownership of shares of RFI, and one Form 5 was filed on behalf of Douglas Bond to report a transfer of beneficial ownership in his shares of FOF, which was not timely reported on a Form 4, each due to administrative error.
TO APPROVE THE LIQUIDATION AND DISSOLUTION OF MIE PURSUANT TO THE PLAN OF LIQUIDATIONEach Fund’s Board of Directors, as applicable, including the Independent Directors, recommends that the stockholders of its Fund vote “FOR” the election of each nominee to serve as a Director of the Fund.
SUMMARYINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
This summary is qualified in its entirety by referenceFor the fiscal year ended October 31, 2020 for PTA, November 30, 2020 for MIE and December 31, 2020 for all other Funds, each Fund’s Audit Committee selected PricewaterhouseCoopers LLP, an independent registered public accounting firm, to audit the additional information contained elsewhere in this Proxy Statement and the Plan of Liquidation, a form of which is attached to this Proxy Statement as Appendix A.
Proposed Liquidation and Dissolution
At a special telephonic meetingaccounts of the Board of Directors held on January 26, 2021, the Board determined that itapplicable Fund. Their selection was advisableratified and in the best interest of the Fund to approve, and unanimously approved the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation adopted by the Board (the “Plan of Liquidation”), the form of which is attached hereto as Appendix A, and directed that the matter be submitted to the Fund’s stockholders for their consideration and approval. In accordance with the MGCL, and the charter of the Fund, approval of the liquidation and dissolution proposal requires the affirmative vote of a majority of the total number of votes entitled to be cast on the matter.
If stockholders approve the liquidation and dissolutionDirectors of the applicable Fund, pursuant to the Plan of Liquidation, the Fund’s officers, investment advisor (“the Investment Advisor”) and subadvisors (the “the Subadvisors”) will direct (a) the orderly liquidation of the Fund’s assets as soon as reasonably practicable, (b) the discharge of, making reasonable provision for the payment of, or maintaining reserves against, all liabilities of the Fund, and (c) the distribution of the net proceeds to stockholders in one or more liquidating distributions. The Investment Advisor expects that stockholders will receive all liquidating distributions in cash. Any amounts distributed will be reduced by the expenses of the Fund in connection with the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation. As soon as practicable after the liquidation and distribution of the Fund’s assets, the Fund will take such actions as may be necessary in order to deregister the Fund under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, will file, if required, a final Form N-CEN with the SEC. Following deregistration under the Investment Company Act and as soon as reasonably practicable following the payment of the final liquidating distribution, the Fund will dissolve. If stockholders do not approve the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation, the Fund will continue to exist as a registered investment company in accordance with its stated investment objective and policies while the Board considers what further action, if any, to take, which could include resubmitting the Plan of Liquidation and dissolution proposal to stockholders for future consideration.
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THE FUND’S BOARD, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE PROPOSAL TO LIQUIDATE AND DISSOLVE THE FUND PURSUANT TO THE PLAN OF LIQUIDATION.
Over the last several years, closed-end master limited partnership (“MLP”) funds have experienced a challenging fundamental and market environment. Since commencing operations in 2013, MIE has experienced asset depletion due to depreciation and deleveraging. MIE’s peak assets under management (“AUM”) were $859.5 million in September 2014, however, at January 31, 2021, the Fund’s AUM was $89.9 million. Following a period of extreme volatility and price depreciation in the market for MLPs, the Fund’s net asset value (“NAV”) fell significantly and the Fund repaid a large amount of its borrowings, incurring breakage costs, to keep the Fund in line with applicable Investment Company Act restrictions and credit facility covenants. Breakage costs are payments required to be made by the Fund to a credit provider to compensate such person for losses on interest rate hedging positions incurred as a result of the Fund prepaying its fixed rate interest payments under its credit agreement. A combination of lower assets and the breakage costs associated with the Fund’s recent deleveraging have also led to a higher expense ratio for stockholders. In addition, the Fund has underperformed its benchmark and the Fund’s shares have been trading at a discount to NAV. Because of these challenges, the Board believes that MIE does not have a likely path to long-term viability and is recommending that the Fund be liquidated and dissolved and its net assets returned to stockholders.
Because Maryland law and the Fund’s charter require that the dissolution of the Fund be approved by the Fund’s stockholders, the Fund is not legally permitted to execute the Plan of Liquidation until such approval is obtained, and it will not be able to calculate or pay liquidating distributions until it has wound down in accordance with the terms of the Plan of Liquidation. In order to deliver value to stockholders by allowing stockholders to receive NAV upon liquidation, the Board has determined that it is advisable and in the best interests of the Fund and its stockholders to approve, and to propose that stockholders approve liquidating and dissolving the Fund pursuant to the Plan of Liquidation.
Board Considerations for Fund Management
The Board reviewed with Fund management various possible actions that could address the diminishing asset size of the Fund and the performance issues relating to the Fund and its sector. The Board unanimously approved the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation after considering other alternatives. The Board considered other possibilities but determined that none of the options available were likely to enhance stockholder value.
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The Board also considered the possibility that the Fund could recover and become viable, including the difficulties in doing so. In doing so, the Board noted the requirement for the Fund as a Maryland corporation to obtain stockholder approval of dissolution, and the attendant time and costs involved in obtaining such approval. The Board further considered that the actual amounts to be distributed to stockholders of the Fund upon liquidation are subject to significant uncertainties and not possible to predict at this time. The amount available for distribution to stockholders will be based, in part, on such factors as the value of the Fund’s assets at the time of liquidation and then-current market conditions and the amount of the Fund’s actual costs, expenses and liabilities to be paid in the future. The Board noted that delaying the determination as to whether liquidation and dissolution are advisable might result in the value of the Fund’s assets available for distribution to stockholders decreasing further. After considering the feasibility of the continued operation of the Fund and alternatives to liquidation, and based upon the foregoing considerations and other relevant factors, at a special telephonic meeting held on January 26, 2021, the Board determined that, under the circumstances, liquidation and dissolution of the Fund are in the best interests of the Fund and its stockholders. Following review and discussions with Fund management and Fund counsel, the Fund’s Board of Directors, including the Independent Directors, unanimously declared advisable, and approved, the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation and directed that the Plan of Liquidation be submitted for consideration by the Fund’s stockholders with the recommendation that the Fund’s stockholders approve the same.
If liquidation and dissolution of the Fund pursuant to the Plan of Liquidation is approved by stockholders, the Investment Advisor, under the oversight of the Board, will proceed to wind up the Fund’s business and affairs as soon as reasonably practicable thereafter in a timeframe intended to allow for an orderly liquidation of portfolio holdings under then-current market conditions.
Description of the Plan of Liquidation and the Liquidation and Dissolution of the Fund
The Plan of Liquidation is attached hereto as Appendix A, and this summary of the Plan of Liquidation is qualified in its entirety by the reference to Appendix A.
Effective Date of the Plan of Liquidation and Cessation of the Fund’s Activities as an Investment Company. The Plan of Liquidation shall be and become effective only upon (a) the adoption and approval of the Plan of Liquidation by the affirmative vote of a majority of the total numberIndependent Directors, each of votes entitled to be cast thereon, and (b) the satisfactory resolutionwhom are “independent” as defined in the sole discretionNew York Stock Exchange listing standards. On December 8, 2020, the Audit Committee of PTA and MIE selected PricewaterhouseCoopers LLP as the applicable Fund’s registered public accounting firm (“auditor”) for the fiscal year ending October 31, 2021 for PTA and November 30, 2021 for MIE. On March 16, 2021, the Audit Committee of each Fund, other than PTA and MIE, will meet to consider the appointment of PricewaterhouseCoopers LLP as the applicable Fund’s auditor for the fiscal year ending December 31, 2021. This Combined Proxy Statement will be updated if the Audit Committee of each Fund, other than PTA and MIE, does not select
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PricewaterhouseCoopers LLP as the applicable Fund’s auditor for the year ending December 31, 2021. Each Audit Committee meets at least twice a year with representatives of the Boardapplicable Funds’ auditor to discuss the scope of Directorsthe auditor’s engagement and to review the financial statements of anythe applicable Funds and all claims pending against the Fundresults of its examination thereof. The auditor will not be at the Meeting but will be available to participate by telephone if needed.
Fees Paid to PricewaterhouseCoopers LLP
Aggregate fees billed to the Funds for the last two fiscal years for professional services rendered by PricewaterhouseCoopers LLP were as follows:
| Audit Fees | Audit- Related Fees | Tax Fees | All Other Fees | |||||||||||||||||||||||||||||
Funds | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||||||
FOF | $ | 45,580 | $ | 45,580 | $ | 0 | $ | 0 | $ | 5,940 | $ | 5,940 | $ | 0 | $ | 0 | ||||||||||||||||
RQI# | $ | 46,570 | $ | 46,570 | $ | 38,000 | $ | 0 | $ | 5,750 | $ | 5,750 | $ | 0 | $ | 0 | ||||||||||||||||
RNP | $ | 49,630 | $ | 49,630 | $ | 0 | $ | 0 | $ | 5,940 | $ | 5,940 | $ | 0 | $ | 0 | ||||||||||||||||
UTF | $ | 49,630 | $ | 49,630 | $ | 0 | $ | 18,000 | $ | 21,760 | $ | 21,760 | $ | 0 | $ | 0 | ||||||||||||||||
PTA* | $ | 36,900 | N/A | $ | 32,500 | N/A | $ | 5,940 | N/A | $ | 0 | N/A | ||||||||||||||||||||
RFI | $ | 42,340 | $ | 42,340 | $ | 0 | $ | 0 | $ | 5,750 | $ | 5,750 | $ | 0 | $ | 0 | ||||||||||||||||
PSF | $ | 43,690 | $ | 43,690 | $ | 0 | $ | 0 | $ | 5,940 | $ | 5,940 | $ | 0 | $ | 0 | ||||||||||||||||
LDP | $ | 43,690 | $ | 43,690 | $ | 0 | $ | 0 | $ | 5,940 | $ | 5,940 | $ | 0 | $ | 0 | ||||||||||||||||
MIE** | $ | 93,500 | $ | 93,500 | $ | 0 | $ | 0 | $ | 95,180 | $ | 95,180 | $ | 0 | $ | 0 | ||||||||||||||||
| # | Audit-related fees were for services and procedures in connection with the Fund’s rights offering. The Advisor agreed to pay the audit-related fees in connection with the Fund’s rights offering. |
| * | PTA commenced investment operations on October 28, 2020. The fees shown are only for the period since commencement of investment operations through October 31, 2020. Audit-related fees were for agreed-upon procedures in connection with the Fund’s initial public offering and overallotment option. The Advisor agreed to pay the audit-related fees in connection with the Fund’s initial public offering and overallotment option. |
| ** | Each fiscal year ended November 30. |
Tax fees were billed in connection with tax compliance services, including the preparation and review of federal and state tax returns and the computation of corporate income and franchise tax amounts.
MIE is structured as a C Corporation. Due to MIE’s structure and its BoardMLP investments, MIE’s audit and tax fees are typically higher than the audit and tax fees for our other closed-end funds. MIE’s tax fees are billed in connection with tax compliance services, including the preparation and review of Directors. The dateboth federal and state tax returns and the computation of such adoptioncorporate income and approval of the Plan of Liquidationfranchise tax amounts.
Aggregate fees billed by stockholders and resolution of all pending claims is hereinafter called the “Effective Date.” After the Effective Date, the Fund shall not engage in any business activities exceptPricewaterhouseCoopers LLP for the purpose of winding up its businesslast two fiscal years for non-audit services provided to the Advisor and affairs, preservingany entity controlling, controlled by, or under common control with the value of its assets and distributing its assetsAdvisor that provides ongoing services to itsthe Funds (collectively, with the Advisor, “Service Affiliates”), where the
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stockholders in accordance withengagement relates directly to the provisionsoperations and financial reporting of the PlanFunds and which were pre-approved by the Audit Committees, were as follows:
| 2020 | 2019 | |||||||
Audit-Related Fees | $ | 70,500 | $ | 18,000 | ||||
Tax Fees | $ | 158,140 | $ | 168,060 | * | |||
All Other Fees | $ | 0 | $ | 0 | ||||
| * | Includes the tax fees for Cohen & Steers Global Income Builder Fund, Inc. (“INB”), which was reorganized with and into UTF on December 20, 2019. |
The Audit Committees are required to pre-approve audit and non-audit services performed for the Funds by their auditor. The Audit Committees also are required to pre-approve non-audit services performed by the Funds’ auditor for any Service Affiliate if the engagement for services relates directly to the operations and financial reporting of Liquidation aftera Fund.
The Audit Committees may delegate pre-approval authority to one or more of their members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the paymentAudit Committees at their next scheduled meeting. The Audit Committees may not delegate their responsibility to (or reservation of assets for payment to) all creditorspre-approve services to be performed by the Funds’ principal auditor to the Advisor.
None of the Fund; provided thatservices described above were approved by the Fund may, priorAudit Committees pursuant to paragraphs (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
The aggregate fees billed by PricewaterhouseCoopers LLP for non-audit services rendered to the making of the final liquidating distribution, continueFunds and for non-audit services rendered to as determined to be appropriate by the Board, make payment of dividends and other distributions to stockholders as applicable.
Closing of Books and Restriction on Transfer of Stock. The proportionate interests of stockholders in the assets of the Fund shall be fixed on the basis of their respective holdings at the close of business on the Effective Date, or on such later date as may be determined by the Board of Directors (the “Valuation Date”). On the Valuation Date, the books of the Fund shall be closed and, unless the books of the Fund are reopened because the Plan of Liquidation cannot be carried into effect under the laws of the State of Maryland or otherwise, the stockholders’ respective interests in the Fund’s assets shall not be transferable by the negotiation of share certificates and the Fund’s shares will cease to be traded on the NYSE.
Liquidation Distributions. Following stockholder approval of the liquidation of the Fund, the Fund will, as soon as reasonable and practicable after the Effective Date, complete the sale of the portfolio securities it holds in order to convert its assets to cash and will not engage in any business activity exceptService Affiliates for the purpose of winding up its business and affairs, preserving the value of its assets and distributing assets to stockholders after the payment to (or reservation of assets for payment to) all creditors of the Fund; provided that the Fund may, prior to making the final liquidating distribution and as determined to be appropriate by the Board, make payment of dividends and other distributions to stockholders. After the distribution of assets to stockholders, the Fund will be dissolved in accordance with the Plan of Liquidation and the MGCL.last two fiscal years were:
As soon as reasonably practicable after the Effective Date and after stockholder approval of the Plan of Liquidation, the Fund will send to each stockholder of record a liquidating distribution equal to the stockholder’s proportionate interest in the remaining assets of the Fund and information concerning the sources of the liquidating distribution. Except as may be otherwise agreed to between the Fund and the Investment Advisor, all expenses incurred by or allocable to the Fund in carrying out the Plan of Liquidation and dissolving the Fund shall be borne by the Fund. If approved, the Fund’s payment of liquidating distributions to stockholders is expected to occur shortly after the Meeting, likely sometime in June 2021, or, if adjourned, shortly after the date of the reconvened Meeting at which stockholders approve the liquidation of the Fund. Such expenses are estimated to be approximately $220,000 in the aggregate, including approximately $60,000 in estimated proxy solicitation costs.
Fund | 2020 | 2019 | ||||||
FOF | $ | 5,940 | $ | 5,940 | ||||
RQI | $ | 5,750 | $ | 5,750 | ||||
RNP | $ | 5,940 | $ | 5,940 | ||||
UTF | $ | 21,760 | $ | 21,760 | ||||
PTA* | $ | 5,940 | N/A | |||||
RFI | $ | 5,750 | $ | 5,750 | ||||
PSF | $ | 5,940 | $ | 5,940 | ||||
LDP | $ | 5,940 | $ | 5,940 | ||||
MIE** | $ | 95,180 | $ | 95,180 | ||||
Service Affiliates | $ | 5,940 | $ | 5,940 | ||||
Amendment or Abandonment of the Plan of Liquidation. The Plan of Liquidation provides that the Board may authorize such variations from, or amendments to, the provisions of the Plan of Liquidation as may be necessary or appropriate to effect the dissolution and complete liquidation and termination of the existence of the Fund in
| * | PTA commenced investment operations on October 28, 2020. The fees shown are only for the period since commencement of investment operations through October 31, 2020 |
| ** | Each fiscal year ended November 30. |
4
accordance with the purposes intended to be accomplished by the Plan of Liquidation. Further, the Plan of Liquidation allows the Board to determine at any point prior to filing Articles of Dissolution with the State Department of Assessments and Taxation of Maryland that liquidation and dissolution of the Fund is no longer advisable and in the best interests of the Fund and the Fund’s stockholders, and may therefore abandon the Plan of Liquidation.
Deregistration under the Investment Company Act. As soon as practicable after the Effective Date and the completion of the implementation of the Plan of Liquidation, steps will be taken to deregister the Fund as an investment company under the Investment Company Act.
Other Actions. The officers of the Fund will take such other actions as may be deemed necessary or advisable to carry out the provisions and purposes of the Plan of Liquidation.
General Income Tax Consequences
The following is a summary of certain U.S. federal income tax considerations generally relevant to the Fund and its stockholders. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its stockholders, and the discussion here is not intended as a substitute for careful tax planning. Stockholders are urged to consult their tax advisors with specific reference to their own tax situations.
This general discussion of certain U.S. federal income tax consequences is based on the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder as in effect on the date of this Proxy Statement. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed herein, possibly with retroactive effect.
If the stockholders approve the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation, the Fund will sell its assets and distribute the proceeds and any income to stockholders. Unlike traditional mutual funds that are structured as regulated investment companies for U.S. federal income tax purposes. The Fund is taxable as a regular corporation, or “C” corporation, for U.S. federal income tax purposes and will be subject to corporate level income tax on its taxable income such as interest income, gain from the sale of its assets, or other income until the liquidation is completed. The Fund may accrue deferred income tax liability, at the currently effective statutory U.S. federal income tax rate (currently 21%) plus an estimated state and local income tax rate, for its estimated future tax liability associated with the sale of its assets. The estimated federal and state income tax liability may have a material impact on the Fund’s NAV.
A stockholder who receives a liquidating distribution will be treated as having received the distribution in exchange for the stockholder’s common stock in the Fund
524
and will recognize gain or loss based on the difference between the fair market value of the distribution received and the stockholder’s basis in the Fund common stock. If a stockholder holds common stock as a capital asset, the gain or loss will be characterized as a capital gain or loss. If the common stock has been held for more than one year, any such gain will generally be treated as long-term capital gain, taxableDue to individual stockholders at long-term capital gain rates, and any such loss will be treated as long-term capital loss. Capital losses are generally only deductible in the amount of capital gain plus $3,000 of ordinary income for a non-corporate stockholder. U.S. individuals and certain estates and trusts are subject to an additional 3.8% Medicare contribution tax that will generally apply to the lesser of (i) an individual’s net investment income or (ii) the excess of modified adjusted gross income over $200,000 (in the case of single filers) or $250,000 (in the case of a joint return). Capital gains realized in a liquidating distribution are included in net investment income for purposes of the additional Medicare contribution tax. Distributions of liquidation proceeds to a tax-qualified plan or individual retirement account will generally not be taxable for U.S. Federal income tax purposes. However, any withdrawals made from such a tax-advantaged arrangement may be taxable to you. Stockholders should discuss the impact, if any, of the liquidation with their tax adviser.
A liquidating distribution to a stockholder may be subject to backup withholding. Generally, stockholders subject to backup withholding will be those for whom no taxpayer identification number is on file with the applicable withholding agent, those who, to such withholding agent’s knowledge, have furnished an incorrect number, and those who underreport their tax liability. The current backup withholding rate is 24%. Certain stockholders specified in the Code may be exempt from backup withholding. The backup withholding tax is not an additional tax and may be credited against a taxpayer’s U.S. federal income tax liability.
The Fund is required to report certain information to the Internal Revenue Service and to each U.S stockholder, including the value of any payment or property received by each stockholder in a liquidating distribution.
Impact of the Plan of Liquidation on the Fund’s Status under the Investment Company Act
After the Effective Date, the Fund will cease doing business as an investment company (including ceasing to invest assets in accordance with the Fund’s investment objectives) and, as soon as practicable, will apply for deregistration under the Investment Company Act. It is expected that the SEC will issue an order approving the deregistration of the Fund if the Fund is no longer doing business as an investment company. Accordingly, the Plan of Liquidation provides for the eventual cessation of the Fund’s activities as an investment companyMIE’s structure and its deregistration underMLP investments, MIE’s non-audit fees are typically higher than the Investment Company Act, and a vote in favor of the Plan of Liquidation will constitute a vote in favor of such a course of action. Until the Fund’s deregistration as an investment company becomes effective, the Fund, as a registered investment company, will continue to be subject to and will comply with the Investment Company Act.
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Impact of the Plan of Liquidation on the Fund’s Status under Maryland Lawnon-audit
As soon as practicable after the Effective Date, pursuant to the MGCL, Articles of Dissolution stating that the dissolution has been authorized will in due course be executed, acknowledged and filed with the State Department of Assessments and Taxation of Maryland, and will become effective in accordance with such law. Upon the effective date of such Articles of Dissolution, the Fund will be legally dissolved, but thereafter the Fund will continue to exist fees for the purpose of winding up its business and affairs, but not for the purpose of continuing the business for which the Fund was organized.
our other Appraisal Rightsclosed-end
Stockholders will not be entitled to appraisal rights under Maryland law funds. MIE’s non-audit fees are billed in connection with tax compliance services, including the Planpreparation and review of Liquidation.
THE FUND’S BOARD, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE PROPOSAL TO LIQUIDATE AND DISSOLVE THE FUND PURSUANT TO THE PLAN OF LIQUIDATION.tax returns and the computation of corporate income and franchise tax amounts.
Quorum and Required VoteThere were no non-audit
The presence in person or by proxy of the holders of a majority of the outstanding shares entitled services that were rendered to vote at the Meeting isService Affiliates that were not required to constitute a quorum at the Meeting.
Approval of the liquidation and dissolution of the Fundbe pre-approved pursuant to the Planparagraph (c)(7)(ii) of Liquidation requires the affirmative voteRule 2-01 of a majority of the total number of votes entitled to be cast on the matter.
Regulation If the accompanying form of proxy is executed properly and returned, shares represented by it will be voted at the Meeting in accordance with the instructions on the proxy. However, if no instructions are specified, shares will be voted for the Proposal. Pursuant to Maryland law and the Fund’s by-laws,S-X. only the matters specified in the Notice of Special Meeting may be brought before the Meeting or any postponement or adjournment thereof.
If a quorum is not present in person (virtually) or by proxy at the time the Special Stockholder Meeting is called to order, or there are not sufficient votes to approve a proposal, the chairperson of the Special Stockholder Meeting may, with respect to that proposal, adjourn the Special Stockholder Meeting if the chairperson determines that an adjournment and further solicitation is reasonable and in the interest of stockholders. In determining whether to adjourn the Special Stockholder Meeting, the following factors may be considered: the percentage of votes actually cast, the
7
percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to stockholders with respect to the reasons for the solicitation.
CERTAIN INFORMATION REGARDING THE FUND’S SERVICE PROVIDERSINVESTMENT MANAGER
The Funds have retained Cohen & Steers Capital Management, Inc., a New York corporation with offices at 280 Park Avenue, New York, New York 10017, servesto serve as MIE’stheir investment manager and administrator under investment management agreementagreements and administration agreement eachagreements dated February 20, 2013. as follows:
Fund | Date of Investment | Date of Administration | ||
RQI | May 25, 2002 | May 25, 2002 | ||
RNP | June 24, 2003 | June 27, 2003 | ||
UTF | March 25, 2004 | March 25, 2004 | ||
RFI | September 17, 1993 | June 13, 2014 | ||
FOF | One agreement appointing both advisor and administrator dated October 16, 2006 | |||
PSF | September 15, 2010 | September 15, 2010 | ||
LDP | June 19, 2012 | June 19, 2012 | ||
MIE | February 20, 2013 | February 20, 2013 | ||
PTA | December 10, 2019 | February 27, 2020 | ||
The Advisor is a wholly-owned subsidiary of CNS, a publicly traded company listed on the New York Stock Exchange.
State Street Bank and Trust Company, with offices at One Lincoln Street, Boston, Massachusetts 02111, serves as co-administrator for all of the Fund’s co-administrator.Funds.
SECURITY OWNERSHIPOFFICERS OF THE FUNDS
AsThe principal officers of March 2, 2021,the Funds and their principal occupations during at least the past five years, as reported by them to the knowledgeFunds, are set forth below. The address of each of the Fund, no person owned of record or owned beneficially more than 5%Funds’ officers is c/o Cohen & Steers Funds, 280 Park Avenue, New York, New York 10017.
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ALL FUNDS
Robert H. Steers, Chairman of the Fund’s outstanding common stock, exceptBoard (see “Proposal One: Election of Directors,” at page 4 for biographical information).
Joseph M. Harvey, Vice President and Acting Chairman of the Board (see “Proposal One: Election of Directors,” at page 4 for biographical information).
Adam M. Derechin, President and Chief Executive Officer, born in 1964, joined the Advisor in 1993. He has been the Chief Operating Officer of the Advisor since 2003.
Dana A. DeVivo, Secretary and Chief Legal Officer, born in 1981, joined the Advisor in 2013. She has been a Senior Vice President of the Advisor since 2019. Prior to that, she was a Vice President of the Advisor from 2013 to 2018.
James Giallanza, Chief Financial Officer, born in 1966, joined the Advisor in 2006. He has been an Executive Vice President since 2014. Prior to that, he was a Senior Vice President from 2006 to 2013.
Albert Laskaj, Treasurer, born in 1977, joined the Advisor in 2015. He has been a Senior Vice President of the Advisor since 2019. Prior to that, he was a Vice President of the Advisor from 2015 through 2019. Prior to that, he was Director of Legg Mason & Co. from 2013 to 2015.
Stephen Murphy, Chief Compliance Officer and Vice President, born in 1966, joined the Advisor in 2019. He has been a Senior Vice President of the Advisor since 2019. Prior to that, he was Vice President and Chief Compliance Officer of Weiss Multi-Strategy Advisers LLC from 2011 to 2019.
FOF, UTF, RQI, RNP, and RFI
Yigal D. Jhirad, Vice President, born in 1964, joined the Advisor in 2007 as listed below:a Senior Vice President.
RFI, RNP and RQI
Thomas N. Bohjalian, Vice President, born in 1965, joined the Advisor in 2003, and has been an Executive Vice President since 2012. Prior to that, he was a Senior Vice President of the Advisor from 2006 through 2012, and Vice President from 2002 through 2005.
RFI, RQI and RNP
Jason Yablon, Vice President, born in 1979, joined the Advisor in 2004, and has been a Senior Vice President since 2014. Prior to that, he was a Vice President of the Advisor from 2008 through 2013.
Name and Address of Beneficial Owner | Amount of Beneficial Ownership as Reported in Schedule 13G | Percent of Fund as Reported in Schedule 13G | Date of Reporting of >5% ownership | |||||||||
First Trust Portfolios L.P. | 2,553,637 | 9.53 | % | 12/31/2020 | ||||||||
First Trust Advisors L.P. | ||||||||||||
The Charger Corporation | ||||||||||||
120 East Liberty Drive, Suite 400, | ||||||||||||
Wheaton, IL 60187 | ||||||||||||
As26
PSF, RFI, RNP, RQI, LDP, UTF and PTA
William F. Scapell, Vice President, born in 1967, joined the Advisor in 2003 and has been an Executive Vice President since 2014. Prior to that, he was a Senior Vice President of the close of business on March 2, 2021 Cede & Co.,Advisor from 2003 through 2013.
PSF, LDP and PTA
Elaine Zaharis-Nikas, Vice President, born in 1973, joined the Advisor in 2003 and has been a nominee for participants in the Depository Trust Company, held of record 26,092,047 shares, equalSenior Vice President since 2014. Prior to approximately 100%that, she was a Vice President of the Fund’s outstanding shares. As of March 2, 2021,Advisor from 2005 through 2013.
FOF
Douglas Bond, Vice President, born in 1959, joined the Board members and officers of each FundAdvisor in 2004 as an Executive Vice President.
UTF
Robert S. Becker, Vice President, born in 1969, joined the Advisor in 2003 as a group owned less than 1%Senior Vice President.
UTF and MIE
Benjamin Morton, Vice President, born in 1974, joined the Advisor in 2003 and has been an Executive Vice President since 2019. Prior to that, he was a Senior Vice President of the outstanding securitiesAdvisor from 2010 to 2018, and Vice President from 2005 through 2009.
MIE
Tyler Rosenlicht, Vice President, born in 1985, joined the Advisor in 2012 and has been a Senior Vice President since 2018. Prior to that, he was a Vice President of such Fund.the Advisor from 2015 to 2017. Prior to joining the Advisor, he was an investment banking associate with Keefe, Bruyette & Woods.
RFI, RQI and RNP
Mathew Kirschner, Vice President, born in 1979, joined the Advisor in 2004 and has been a Senior Vice President since 2019. Prior to that, he was a Vice President of the Advisor from 2010.
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SUBMISSION OF PROPOSALS FOR THE NEXT
ANNUAL MEETING OF STOCKHOLDERS
In the event that the liquidation and dissolution of the Fund is not approved, allAll proposals by stockholders of the FundFunds which are intended (and eligible) to be presented at the Fund’sFunds’ next Annual Meeting of Stockholders, to be held in 2022, must be received by the Fundrelevant Funds (addressed to the Fund,Fund(s), 280 Park Avenue, New York, New York 10017) for inclusion in thethat Fund’s proxy statement and proxy relating to that meeting
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no later than November 8,9, 2021. Under the Funds’ current by-laws,bylaws, any stockholder who desires to nominate individuals for election to the Board of Directors, or to bring a proposal of other business for consideration at the Fund’sFunds’ 2022 Annual Meeting of Stockholders without including such proposal of other business in the Fund’sFunds’ proxy statement, must deliver written notice thereof to the Secretary or Assistant Secretary of the relevant Fund (addressed to the Fund, 280 Park Avenue, New York, New York 10017) during the 30-day period from October 9,10, 2021 to 5:00 p.m., New York City time, (Eastern Time) on November 8,9, 2021. All stockholder director nominations and proposals of other business must include the information required by the applicable Fund’s by-laws.bylaws.
EXPENSES OF PROXY SOLICITATIONSTOCKHOLDER COMMUNICATIONS
Stockholders may send written communications to their Fund’s Board to the attention of the Board of Directors, as applicable, c/o Cohen & Steers Funds, 280 Park Avenue, New York, New York 10017. Stockholder communications must be signed by the stockholder and identify the number of shares held by the stockholder. Each properly submitted stockholder communication shall be provided to the Board at its next regularly scheduled meeting or, if such communication requires more immediate attention, it will be forwarded to the Directors promptly after receipt.
TheVoting Results
Each Fund has retained Broadridge Financial Solutions, Inc.will advise its stockholders of the voting results of the matters voted upon at the Meeting in its next Semi-Annual Report to aidStockholders (or in this solicitationthe case of proxies. The costMIE, its next Annual Report to Stockholders).
Notice to Banks, Broker/Dealers and Voting Trustees and their Nominees
Please advise the Funds whether other persons are the beneficial owners of preparing, printingFund shares for which proxies are being solicited from you, and, mailingif so, the enclosed proxy, accompanying Noticenumber of Special Meetingcopies of Stockholders and the Combined Proxy Statement and all other costssoliciting material you wish to receive in connection withorder to supply copies to the solicitationbeneficial owners of proxies will be borne by the Fund and are expected to be approximately $60,000. In addition to soliciting proxies by mail, the Fund’s officers or representatives of the Fund’s investment manager may solicit proxies by telephone. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies, and will be reimbursed by the Fund for such out-of-pocket expenses.shares.
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PursuantManagement does not know of any matters to the by-laws of the Fund and the MGCL, no other matter may be considered or voted uponpresented at the Meeting other than procedural matters relating to the proposal to liquidate and dissolve the Fund.those mentioned in this Combined Proxy Statement. If any such procedural matterother matters properly comescome before the Meeting, the shares represented by proxies will be voted with respect thereto in accordance with the discretion of the person or persons voting the proxies.
Please note that only one copy of an annual or semi-annual report or proxy statement may be delivered to two or more stockholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual or semi-annual report or proxy statement, or for instructions as to who to request a separate copy of such documents or how to request a single copy if multiple copies of such documents are received, stockholders should contact the Fund at the address and phone number set forth above. Pursuant to a request, a separate copy will be delivered promptly.
For each Fund, the presence in person or by proxy of the holders of a majority of the outstanding shares entitled to vote at the Meeting is required to constitute a quorum at the Meeting.
For each Fund, the election of Ms. Magpiong and Messrs. Grossman, Steers and Ward will require the affirmative vote of a plurality of the votes cast at the Meeting, assuming a quorum is present.
If the accompanying form of proxy is executed properly and returned, shares represented by it will be voted at the Meeting in accordance with the instructions on the proxy. However, if no instructions are specified, shares will be voted for the election of each of the Directors. Each Fund’s Board does not know of any matters to be brought before the Meeting other than the election of the Fund’s nominees as described above in this Combined Proxy Statement. The authorized proxies will vote in their discretion on any business other than the election of the Fund’s nominees for Directors that properly comes before the Meeting or any postponement(s) or adjournment(s) thereof, if any.
| By order of the |
 |
Dana A. DeVivo |
| Secretary |
March 5,9, 2021
New York, New York
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APPENDIX A[THIS PAGE INTENTIONALLY LEFT BLANK]
COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.
PLAN OF LIQUIDATION
The following Plan of Liquidation (the “Plan”) of Cohen & Steers MLP Income and Energy Opportunity Fund, Inc. (the “Fund”), a corporation organized and existing under the laws of the State of Maryland, which operates as a closed-end non-diversified management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), is intended to accomplish the complete liquidation and dissolution of the Fund in conformity with the provisions of the charter of the Fund (the “Charter”) and under the Maryland General Corporation Law (the “MGCL”).
WHEREAS, the Fund’s Board of Directors (the “Board”) has deemed it advisable and in the best interests of the Fund and its stockholders for the Fund to liquidate and dissolve, and the Board, on January 26, 2021, considered the matter and directed that such liquidation and dissolution pursuant to this Plan be submitted to stockholders of the Fund for approval.
NOW, THEREFORE, the liquidation and dissolution of the Fund shall be carried out in the manner hereinafter set forth:
1. Effective Date of the Plan. The Plan shall be and become effective only upon (a) the adoption and approval of the Plan by the affirmative vote of a majority of the total number of votes entitled to be cast thereon, and (b) the satisfactory resolution in the sole discretion of the Board of any and all claims pending against the Fund and the Board. The date of such adoption and approval of the Plan by stockholders and resolution of all pending claims is hereinafter called the “Effective Date.”
2. Cessation of Business. After the Effective Date, the Fund shall not engage in any business activities except for the purpose of winding up its business and affairs, preserving the value of its assets and distributing its assets to its stockholders in accordance with the provisions of this Plan after the payment to (or reservation of assets for payment to) all creditors of the Fund; provided that the Fund shall, prior to the making of the final liquidating distribution, continue to, as determined to be appropriate by the Board, make payment of dividends and other distributions to stockholders, as applicable.
3. Restriction of Transfer of Shares. The proportionate interests of stockholders in the assets of the Fund shall be fixed on the basis of their respective holdings at the close of business on the Effective Date, or on such later date as may be determined by the Board (the “Valuation Date”). On the Valuation Date, the books of the Fund shall be closed and, unless the books of the Fund are reopened because the Plan cannot be carried into effect under the laws of the State
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of Maryland or otherwise, the stockholders’ respective interests in the Fund’s assets shall not be transferable by the negotiation of share certificates and the Fund’s shares will cease to be traded on the New York Stock Exchange (the “NYSE”).
4. Liquidation of Assets. After the Effective Date, the Fund shall cause the liquidation of its assets to cash form as soon as practicable consistent with the terms of the Plan.
5. Payment of Debts. As soon as practicable after the Effective Date, the Fund shall determine and pay (or reserve sufficient amounts to pay) the amount of all known or reasonably ascertainable liabilities of the Fund incurred or expected to be incurred prior to the date of the liquidating distribution provided in Section 6 below.
6. Liquidating Distributions. In accordance with Section 331 of the Internal Revenue Code of 1986, as amended (the “Code”), the Fund’s assets are expected to be distributed by one or more cash payments in complete cancellation of all the outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), of the Fund. As soon as practicable after the Effective Date, the Fund will mail or wire, as applicable, the following to each stockholder of record: (i) one or more liquidating distributions equal to the stockholder’s proportionate interest in the remaining assets of the Fund (after the payments and creation of the reserves contemplated by Section 5 above) as of the Valuation Date, and (ii) information concerning the sources of the liquidating distribution. Upon the mailing or transfer of the final liquidating distribution, all outstanding shares of Common Stock will be deemed cancelled. Stockholders in possession of certificated shares of Common Stock will not be required to surrender their certificates to complete the liquidating distribution.
7. Expenses of Liquidation and Dissolution. Except as may be otherwise agreed to between the Fund and its investment advisor, Cohen & Steers Capital Management Inc., all expenses incurred by or allocable to the Fund in carrying out this Plan shall be borne by the Fund.
8. Power of the Board of Directors. The Board and, subject to the general direction of the Board, the officers of the Fund, shall have authority to do or authorize any and all acts and things provided for in this Plan and any and all such further acts and things as they may consider necessary or desirable to carry out the purposes of this Plan, including without limitation, the execution and filing of all certificates, documents, information returns, tax returns, forms, and other papers which may be necessary or appropriate to implement this Plan or which may be required by the provisions of the Investment Company Act, the Securities Act of 1933, the Code and the MGCL.
9. Amendment or Abandonment of the Plan. The Board shall have the authority to authorize such variations from and amendments to the provisions of this Plan (other than the terms of the liquidating distributions) at any time without
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stockholder approval as may be necessary or appropriate to effect the complete liquidation, dissolution and termination of existence of the Fund, and the distribution of assets of the Fund to its stockholders, in accordance with the purposes intended to be accomplished by this Plan. In addition, the Board may abandon this Plan prior to the filing of the Articles of Dissolution as provided in Section 11 below if it determines that abandonment would be advisable and in the best interests of the Fund and its stockholders.
10. Deregistration Under the Investment Company Act. As soon as practicable after the liquidation and distribution of the Fund’s assets, the Fund shall prepare and file a Form N-8F with the Securities and Exchange Commission and take such other actions as may be necessary in order to deregister the Fund under the Investment Company Act. The Fund shall also file, if required, a final Form N-CEN with the Securities and Exchange Commission.
11. Dissolution under the MGCL. As soon as practicable after the Effective Date, the Fund shall be dissolved in accordance with the laws of the State of Maryland and the Charter, including filing Articles of Dissolution with and for acceptance by the State Department of Assessments and Taxation of Maryland.
12. No Appraisal Rights. Under Maryland law, stockholders will not be entitled to appraisal rights in connection with the liquidation and dissolution of the Fund pursuant to this Plan.
13. Governing Law. This Plan shall be governed and construed in accordance with the laws of the State of Maryland.
14. Further Actions. The Fund’s officers shall be authorized to make such filings and provide such notices with the U.S. Internal Revenue Service, the State of Maryland, the NYSE, and any other governmental, regulatory or other entity as such officers deem necessary or appropriate to effectuate the intents and purposes of this Plan.
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Important Notice Regarding the Availability of Proxy Materials for the Special StockholderAnnual Meeting:
The Proxy Statement is available at www.proxyvote.com.
COHEN & STEERS CLOSED-END OPPORTUNITY FUND, INC.
COHEN & STEERS INFRASTRUCTURE FUND, INC.
COHEN & STEERS LIMITED DURATION PREFERRED AND INCOME FUND, INC.
COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.
PROXYCOHEN & STEERS QUALITY INCOME REALTY FUND, INC.
COHEN & STEERS REIT AND PREFERRED AND INCOME FUND, INC.
COHEN & STEERS SELECT PREFERRED AND INCOME FUND, INC.
COHEN & STEERS TOTAL RETURN REALTY FUND, INC.
COHEN & STEERS TAX-ADVANTAGED PREFERRED SECURITIES AND INCOME FUND
PROXY
280 PARK AVENUE
NEW YORK, NEW YORK 10017
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Revoking any such prior proxy appointments, the undersigned hereby appoints Christian Corkery and Albert Laskaj (or, if only one shall act, then that one) as proxies, with full power of substitution in each of them, to vote all of the shares of the common stock of Cohen[Cohen & Steers MLP Income and Energy Opportunity Fund, Inc. a Maryland corporationFund] (the “Fund”), registered in the name of the undersigned at the Special Stockholder2021 Annual Meeting by Internet Webcastof Stockholders to be held virtually on May 27,April 22, 2021 at 10:00 a.m., Eastern time, (Eastern Time) and at any postponements or adjournments thereof, (the “Meeting”), and to otherwise attend and represent the undersigned at the Meetingmeeting with all powers possessed by the undersigned if personally present at the Meeting.meeting. The undersigned hereby acknowledges receipt of the Notice of SpecialAnnual Meeting of Stockholders and of the accompanying proxy statement,Proxy Statement, the terms of each of which are incorporated by reference,reference. With respect to Cohen & Steers Tax-Advantaged Preferred Securities and hereby instructs said proxiesIncome Fund, the Trustees and shareholders of the Fund are referred to vote said shares of common stockherein as indicated hereon.“Directors” and “Stockholders”.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
Please sign exactly as your name(s) appear(s) on the books of the Fund and date. Joint owners should sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.
(Continued on the reverse)
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To vote by Internet 1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to website www.proxyvote.com or scan the QR Barcode above 3) Follow the instructions provided on the website. To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand. 2) Call 1-800-690-6903 3) Follow the instructions. To vote by Mail 1) Read the Proxy Statement. 2) Check the appropriate boxes on the proxy card below. 3) Sign and date the proxy card. 4) Return the proxy card in the envelope provided. To register to attend and vote at the Meeting 1) Go to https://viewproxy.com/CohenSteers/broadridgevsm/. 2) Follow the instructions. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
| Vote On Directors | FOR ALL | WITHHOLD ALL | FOR ALL EXCEPT | |||||||||
1. Election of Directors | ||||||||||||
Nominees: | ||||||||||||
1.1 George Grossman | ☐ | ☐ | ☐ | |||||||||
1.2 Jane F. Magpiong | ||||||||||||
1.3 Robert H. Steers | ||||||||||||
1.4 C. Edward Ward, Jr. | ||||||||||||
Instructions: To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the name(s) of the nominee(s) on the line below. | ||||||||||||
*Exceptions: |
Please Mark Here for Address
Comments | ☐ | |||||||
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To vote by Internet
1) Read the Proxy Statement and have the proxy card below at hand.
2) Go to website www.proxyvote.com or scan the QR Barcode above.
3) Follow the instructions provided on the website.
To vote by Telephone
1) Read the Proxy Statement and have the proxy card below at hand.
2) Call (855) 200-8122
3) Follow the instructions.
To vote by Mail
1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.
To register to addend and vote at the Meeting
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2. To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.
The shares of common stock represented by this Proxy will be voted in accordance with the specifications made above. If this Proxy is executed but no specifications are made, such shares will be voted FOR the election of each of the nominees for Director. The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the meeting or any postponements or adjournments thereof. The Board of Directors recommends a vote FOR each nominee.
Please
Please Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
Note: Please be sure to sign and date this proxy.
Signature |
| Signature |
| Date |
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☐ FOLD AND DETACH HERE ☐
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