PROXY STATEMENT
TABLE OF CONTENTS
COMBINED PROXY STATEMENT
COHEN & 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)
280 Park Avenue
New York, New York 10017
(212) 832-3232
JOINT ANNUAL MEETING OF STOCKHOLDERS
To Be Held On April 23, 2020
INTRODUCTION
This Combined Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Boards of Directors (the Boards) of the above listed entities, each a Maryland
corporation (each a Fund, and collectively, the Funds), to be exercised at the Joint Annual Meeting of Stockholders of the Funds, to be held at the offices of the Funds, 280 Park Avenue, 10th Floor, New York, New York 10017,
on April 23, 2020 at 11:00 a.m., New York City time, and at any postponements or adjournments thereof (collectively, the Meeting). In order to attend the Meeting in person, stockholders must bring valid photo identification and, if
you hold your shares through a broker, bank or other nominee, a legal proxy, which can be obtained from your broker, bank or other nominee. The solicitation will be by mail and the cost (including printing and mailing this Combined Proxy
Statement, Notice of Meeting and Proxy Card, as well as any necessary supplementary solicitation) will be borne by each Fund pursuant to the terms of its investment management agreement. In addition to soliciting proxies by mail, each Funds
officers or representatives of the Funds investment manager may solicit proxies by telephone. The Notice of Meeting, Combined Proxy Statement and Proxy Card are being mailed to stockholders on or about March 16, 2020.
In accordance with each Funds bylaws, the presence in person or by proxy of the holders of record of a majority of the shares of
each Fund issued and outstanding and entitled to vote at the Meeting shall constitute a quorum for such 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
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with respect to any proposal presented at the Meeting, the chairman of the Meeting or the holders of a majority of the shares of each 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. The election of each nominee requires a plurality of the votes cast at the meeting, assuming a quorum is 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 requisite 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 Boards have fixed the close of business on March 2, 2020 as the record date for the determination of
stockholders entitled to notice of and to vote at the Meeting. The outstanding voting shares of each Fund as of the close of business on March 2, 2020 consisted of:
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Fund
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Shares of Common Stock
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FOF
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27,228,320.0000
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RQI
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134,243,229.0369
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RNP
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47,582,193.3480
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UTF
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93,522,808.6420
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RFI
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26,205,216.0000
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PSF
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12,009,726.0000
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LDP
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28,867,854.0000
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MIE
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26,870,103.0000
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Each share is entitled to one vote and each fractional share is entitled to a proportional fractional
share vote. All properly executed proxies received prior to the Meeting will be exercised 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
matter that is properly brought before the Meeting, or any postponement or adjournment thereof. Accordingly, unless instructions to the contrary are marked, proxies will be voted FOR the election of each of the nominees for Director. Any
stockholder may revoke his or her proxy at any time prior to exercise thereof by giving
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written notice to the Secretary of the Fund(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. Stockholders can vote only on matters affecting the Fund(s) in which they hold a share as of the close of business on the record date. Because 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 most recent annual report of each Fund, including financial statements, has been previously mailed to that Funds
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.
PROPOSAL ONE
ELECTION OF DIRECTORS
For each Fund, at the Meeting, two individuals are nominated to be elected to serve as Directors for their respective terms and until their successors are duly elected and qualify. The nominees for
Director are Michael G. Clark and Dean A. Junkans to hold office for terms to expire at the 2023 annual meeting of stockholders and until their successors are duly elected and qualify. It is the intention of the persons named in the enclosed proxy
to vote in favor of each of the nominees. At the Meeting, the holders of each Funds common stock will have equal voting rights (i.e., one vote per share), and will vote as a single class on the election of Messrs. Clark and Junkans.
Messrs. Clark and Junkans currently serve as Directors of each of the twenty funds within the group of funds registered under the Investment Company Act of 1940, as amended (the Act), that are managed by Cohen & Steers Capital
Management, Inc. (the Cohen & Steers Fund Complex).
Each Funds stockholders initially elected
their Board to staggered terms at the respective Annual Meeting of Stockholders held on:
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Funds
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Date of stockholder
meeting electing
Board of Directors
to
staggered terms
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FOF
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April 19, 2007
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RQI
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April 24, 2003
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RNP
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April 29, 2004
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RFI
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April 27, 1994
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UTF
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April 28, 2005
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PSF
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April 28, 2011
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LDP
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April 25, 2013
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MIE
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April 24, 2014
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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 Funds Board. This system of electing Directors, which may
be regarded as an anti-takeover provision, may have the effect of maintaining the continuity of management and, thus, make it more difficult for each Funds stockholders to change a majority of the Directors.
Each of the nominees has consented to continue serving as a Director. The Board of each Fund knows of no reason why a nominee would be
unable to serve, but in the event of such unavailability, the proxies received will be voted FOR such substitute nominee as the Board 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.
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Name, Address and
Year of Birth1
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Position
Held
with Fund
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Principal Occupation(s)
During At Least The Past
Five Years (Including
Other
Directorships Held)
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Length of
Time Served2
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Term
of
Office3
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Number of
Funds
Within
Fund
Complex
Overseen
by Director
(Including
the
Funds)
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Independent Directors4
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Michael G. Clark
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1965
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Director, Lead Independent Director
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CPA and CFA; From 2006 to 2011, President and Chief Executive Officer of DWS Funds and Managing Director of Deutsche Asset Management.
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Since 2011
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2023
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5
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20
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George Grossman
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1953
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Director
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Attorney-at-Law.
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Since 1993
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2021
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20
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4
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Name, Address and
Year of Birth1
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Position
Held
with Fund
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Principal Occupation(s)
During At Least The Past
Five Years (Including
Other
Directorships Held)
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Length of
Time Served2
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Term
of
Office3
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Number of
Funds
Within
Fund
Complex
Overseen
by Director
(Including
the
Funds)
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Dean A. Junkans
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1959
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Director
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CFA; 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.
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Since 2015
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2023
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5
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20
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5
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Name, Address and
Year of Birth1
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Position
Held
with Fund
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Principal Occupation(s)
During At Least The Past
Five Years (Including
Other
Directorships Held)
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Length of
Time Served2
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Term
of
Office3
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Number of
Funds
Within
Fund
Complex
Overseen
by Director
(Including
the
Funds)
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Gerald J. Maginnis
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1955
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Director
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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.
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Since 2015
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2022
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20
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Jane F. Magpiong
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1960
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Director
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President, Untap Potential since 2013; Senior Managing Director, TIAA-CREF, from 2011 to 2013; National Head of Wealth Management, TIAA-CREF, from 2008 to 2011; and prior to
that, President, Bank of America Private Bank from 2005 to 2008.
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Since 2015
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2021
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20
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6
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Name, Address and
Year of Birth1
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Position
Held
with Fund
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Principal Occupation(s)
During At Least The Past
Five Years (Including
Other
Directorships Held)
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Length of
Time Served2
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Term
of
Office3
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Number of
Funds
Within
Fund
Complex
Overseen
by Director
(Including
the
Funds)
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Daphne L. Richards
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1966
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Director
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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.
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Since 2017
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2022
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20
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C. Edward Ward, Jr.
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1946
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Director
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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.
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Since 2004
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2021
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20
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Interested Directors6
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Joseph M. Harvey
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1963
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Director
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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.
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Since 2014
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2022
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20
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7
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Name, Address and
Year of Birth1
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Position
Held
with Fund
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Principal Occupation(s)
During At Least The Past
Five Years (Including
Other
Directorships Held)
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Length of
Time Served2
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Term
of
Office3
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Number of
Funds
Within
Fund
Complex
Overseen
by Director
(Including
the
Funds)
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Robert H. Steers
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1953
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Director, Chairman
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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.
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Since 1991
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2021
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20
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1
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The address of each Director is c/o Cohen & Steers Funds, 280 Park Avenue, New York, NY 10017.
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The length of time served represents the year in which the Director was first elected to any fund in the Cohen & Steers Fund Complex.
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On March 12, 2008, the Board of Directors adopted a mandatory retirement policy stating a Director must retire from the Board on December
31st of the year in which he or she turns 75 years of age.
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Independent Directors are not interested persons as defined in the Act, of the Funds.
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If elected at the Meeting.
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Interested person, as defined in the Act, of each Fund (Interested Director) because of the affiliation with
Cohen & Steers Capital Management, Inc., each Funds investment manager (the Advisor), and its parent company, Cohen & Steers, Inc. (CNS).
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Each Director, except Mses. Magpiong and Richards and Mr. Maginnis, has been a Director of the Funds for at least five years.
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.
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Michael G. Clark - In addition to his tenure as a Director of the Cohen & Steers funds, Mr. Clark has served as the
Cohen & Steers funds lead Independent Director since January 2018, acting as liaison between the Boards and the Independent Directors. Mr. Clark 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
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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 CFA Charterholder.
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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 the Boards in connection with the renewal of each Funds management contracts as well as interacting with the independent third-party service provider.
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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.
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Gerald J. Maginnis - In addition to his tenure as a Director of the Cohen & Steers funds, Mr. Maginnis has served as Chairman of
the Boards Audit Committee since 2019. Prior to becoming a Director of the Cohen & Steers funds, Mr. Maginnis was Partner in Charge of KPMGs Audit Practice in Pennsylvania from 2002 to 2008, and served as KPMGs
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 has been a member of the Board of Trustees of the AICPA Foundation since 2015. He has previously served on the boards of several non-profit organizations. Mr. Maginnis holds a BS from St. Josephs University, and is a Certified Public Accountant.
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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
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foundations. Ms. Magpiong holds a BA from the University of California at Santa Barbara and a Masters in Management from the University of Redlands.
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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 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.
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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.
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The Boards believe that the significance of each Directors 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 Directors 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 Boards Nominating Committee contains certain other specific
requirements and factors considered by the Committee 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 Funds and the Advisors counsel; both Board and Fund counsel have significant experience advising funds and fund board members. Each Board and its committees have the power to engage other experts as appropriate. Each Board evaluates
its performance on an annual basis.
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Board Composition and Leadership Structure. The Act requires that at least 40% of a
Funds 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 Funds 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 Funds 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 the calendar year ended December 31, 2019, each Board met the number of
times indicated in the table below:
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Fund
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Number of Board
Meetings
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RFI
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5
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RQI
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6
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RNP
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5
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UTF
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5
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FOF
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5
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PSF
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5
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LDP
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5
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MIE
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5
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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. The Funds do not have policies with regard to the Directors attendance at annual meetings and none of the Directors attended any Funds 2019 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 and
Richards and Messrs. Clark, Grossman, Junkans,
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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 met six times during the fiscal
year ended December 31, 2019, (or, in the case of MIE, its fiscal year ended November 30, 2019). Mr. Maginnis was elected to serve as Audit Committee Chair effective January 1, 2019. Each Audit Committee operates pursuant to
a written charter adopted by the applicable Board. A current copy of the Audit Committee charter is available on the Advisors 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 Funds accounting and financial reporting and processes and
audits of the Funds financial statements; the integrity of the Funds financial statements; the Funds compliance with legal and regulatory requirements that relate to the Funds 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 Funds independent audit function, if any.
The Nominating Committee of each Fund met one time during the fiscal year ended December 31, 2019 (or, in the case of MIE, its
fiscal year ended November 30, 2019) and operates pursuant to a written charter adopted by the applicable Board. A current copy of the Nominating Committee charter is available on the Advisors 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 Director nominees for the next annual meeting of stockholders and (iii) set any necessary standards or qualifications for 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 candidates 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 candidates 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 any business, financial or family relationships with Cohen & Steers, Fund service providers or their
12
affiliates and (viii) overall interplay of a candidates experience, skill and knowledge with that of other Board members. 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 candidates qualities and attributes, including gender, race or national origin, would provide
beneficial diversity of skills, experience or perspective to the Boards membership and collective attributes. Such considerations will vary based on the Boards existing membership and other factors, such as the strength of a potential
nominees overall qualifications relative to diversity considerations. The Nominating Committee may, but is not required to, retain a third-party search firm at the Funds expense to identify potential candidates. The Nominating Committee
will consider Director candidates recommended by stockholders, provided that any such stockholder recommendation is submitted in writing to the Fund, to the attention of the Secretary, at the address 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.
The Contract Review Committee of each Fund met two times during the fiscal year ended December 31, 2019 (or, in the case of MIE, its
fiscal year ended November 30, 2019), and each Contract Review Committee 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.
The Governance Committee of each Fund met five times during the fiscal year ended December 31, 2019 (or, in the case of MIE, its
fiscal year ended November 30, 2019) and 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 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 met one time during the fiscal
year ended December 31, 2019 (or, in the case of MIE, its fiscal year ended November 30, 2019). 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.
Boards Oversight Role
in Management. The Boards 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
13
Funds, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk
and operational risk). As part of its oversight, each Board, acting at its scheduled meetings, or the lead Independent Director, acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers,
including the Funds and the Advisors Chief Compliance Officer and portfolio management personnel. Each Boards 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 Boards oversight role does not make the
Board a guarantor of the Funds investments or activities.
*
* *
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 the independent registered public accounting firms independence. Based on these reviews and discussions, each Audit Committee recommended to
the Board of Directors that the audited financial statements of each Fund be included in that Funds annual report to stockholders for the last fiscal year for filing with the Securities and Exchange Commission.
February 27, 2020
Submitted by the Audit
Committee of each Funds Board of Directors
Michael G. Clark
George Grossman
Gerald J. Maginnis, Chairman
* * *
14
As of January 31, 2020, the Directors and officers of each Fund as a group owned the
following number of shares of each Fund, which is less than 1% of the outstanding securities of such Fund.
|
|
|
|
|
Fund
|
|
Aggregate
Shares Held
|
|
FOF
|
|
|
35,816.4877
|
|
PSF
|
|
|
6,883.8295
|
|
RFI
|
|
|
3,323.1112
|
|
RNP
|
|
|
3,830.8181
|
|
RQI
|
|
|
14,762.5170
|
|
UTF
|
|
|
5,901.2550
|
|
LDP
|
|
|
1,000.0000
|
|
MIE
|
|
|
2,500.0000
|
|
To the knowledge of each Fund no person owned of record or owned beneficially more than 5% of each
Funds common stock outstanding as of that date, except as listed below:
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.
|
|
|
3,575,265
|
|
|
|
13.34
|
%
|
|
|
12/31/19
|
|
First Trust Advisors L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
The Charger Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
120 East Liberty Drive, Suite 400,
|
|
|
|
|
|
|
|
|
|
|
|
|
Wheaton, IL 60187
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
2,548,0338
|
|
|
|
9.75
|
%
|
|
|
12/31/19
|
|
First Trust Advisors L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
The Charger Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
120 East Liberty Drive, Suite 400,
|
|
|
|
|
|
|
|
|
|
|
|
|
Wheaton, IL 60187
|
|
|
|
|
|
|
|
|
|
|
|
|
15
and that Cede & Co., a nominee for participants in the Depository Trust Company, held of record as
of March 2, 2020:
|
|
|
|
|
|
|
|
|
Fund
|
|
Shares of
common stock
|
|
|
Percentage of
Funds outstanding
common stock
|
|
FOF
|
|
|
27,224,589.0000
|
|
|
|
99.986
|
%
|
RQI
|
|
|
134,170,648.0000
|
|
|
|
99.946
|
%
|
RNP
|
|
|
47,549,321.0000
|
|
|
|
99.931
|
%
|
UTF
|
|
|
93,495,853.0000
|
|
|
|
99.971
|
%
|
RFI
|
|
|
26,123,619.4693
|
|
|
|
99.689
|
%
|
PSF
|
|
|
12,009,246.6168
|
|
|
|
99.996
|
%
|
LDP
|
|
|
28,867,851.0000
|
|
|
|
100.000
|
%
|
MIE
|
|
|
26,869,579.6642
|
|
|
|
99.998
|
%
|
As of December 31, 2019, 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.
The following table provides information concerning the dollar range of each Funds 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, 2019.
A: None
B: $1 $10,000
C: $10,001 $50,000
D: $50,001 $100,000
E: Over $100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOF
|
|
|
MIE
|
|
|
PSF
|
|
|
RQI
|
|
|
RNP
|
|
|
RFI
|
|
|
UTF
|
|
|
LDP
|
|
|
Aggregate Dollar
Range of
Equity Securities
in the
Cohen &
Steers
Fund Complex
|
|
Michael G. Clark
|
|
|
C
|
|
|
|
B
|
|
|
|
C
|
|
|
|
C
|
|
|
|
C
|
|
|
|
C
|
|
|
|
C
|
|
|
|
C
|
|
|
|
E
|
|
George Grossman
|
|
|
A
|
|
|
|
A
|
|
|
|
A
|
|
|
|
B
|
|
|
|
B
|
|
|
|
B
|
|
|
|
A
|
|
|
|
A
|
|
|
|
E
|
|
Dean Junkans
|
|
|
A
|
|
|
|
C
|
|
|
|
A
|
|
|
|
C
|
|
|
|
A
|
|
|
|
A
|
|
|
|
C
|
|
|
|
C
|
|
|
|
E
|
|
Joseph M. Harvey*
|
|
|
A
|
|
|
|
A
|
|
|
|
A
|
|
|
|
E
|
|
|
|
A
|
|
|
|
B
|
|
|
|
A
|
|
|
|
A
|
|
|
|
E
|
|
Gerald J. Maginnis
|
|
|
C
|
|
|
|
C
|
|
|
|
C
|
|
|
|
C
|
|
|
|
C
|
|
|
|
C
|
|
|
|
C
|
|
|
|
C
|
|
|
|
E
|
|
Jane F. Magpiong
|
|
|
A
|
|
|
|
A
|
|
|
|
A
|
|
|
|
A
|
|
|
|
A
|
|
|
|
A
|
|
|
|
A
|
|
|
|
A
|
|
|
|
E
|
|
Daphne L. Richards
|
|
|
A
|
|
|
|
A
|
|
|
|
A
|
|
|
|
A
|
|
|
|
A
|
|
|
|
A
|
|
|
|
A
|
|
|
|
A
|
|
|
|
E
|
|
Robert H. Steers*
|
|
|
A
|
|
|
|
A
|
|
|
|
A
|
|
|
|
A
|
|
|
|
A
|
|
|
|
A
|
|
|
|
A
|
|
|
|
A
|
|
|
|
E
|
|
C. Edward Ward, Jr.
|
|
|
C
|
|
|
|
B
|
|
|
|
B
|
|
|
|
C
|
|
|
|
C
|
|
|
|
B
|
|
|
|
C
|
|
|
|
B
|
|
|
|
E
|
|
16
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). Prior to January 1, 2020, the Independent Directors base retainer was $149,500. 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 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 fees and out-of-pocket expenses paid by each Fund to Directors for the calendar year ended December 31, 2019.
|
|
|
|
|
Fund
|
|
Total fees and
expenses paid for
the year ended
December
31, 2019
|
|
FOF
|
|
$
|
16,225.37
|
|
PSF
|
|
$
|
14,170.98
|
|
RFI
|
|
$
|
16,148.63
|
|
RNP
|
|
$
|
50,153.63
|
|
RQI
|
|
$
|
69,587.66
|
|
UTF
|
|
$
|
99,976.76
|
|
LDP
|
|
$
|
33,017.49
|
|
MIE
|
|
$
|
11,406.35
|
|
The following table sets forth information regarding compensation of Directors by each Fund for the
fiscal year ended December 31, 2019 (or, in the case of MIE, its fiscal year ended November 30, 2019) and by the Cohen & Steers Fund Complex for the calendar year ended December 31, 2019. 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, 2019. 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 served in the Cohen & Steers Fund Complex during 2019. The Directors do not receive any pension or retirement benefits from the Cohen & Steers Fund
Complex.
17
Compensation Table
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOF
|
|
|
INB**
|
|
|
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
|
|
$
|
2,665.50
|
|
|
$
|
1,628.19
|
|
|
$
|
2,328.06
|
|
|
$
|
2,652.67
|
|
|
$
|
8,238.44
|
|
|
$
|
11,430.24
|
|
|
$
|
16,420.19
|
|
|
$
|
5,424.28
|
|
|
$
|
1,873.97
|
|
|
$
|
239.500.00
|
|
George Grossman, Director & Contract Review Committee Chairman
|
|
$
|
2,331.62
|
|
|
$
|
1,424.24
|
|
|
$
|
2,036.44
|
|
|
$
|
2,320.38
|
|
|
$
|
7,206.48
|
|
|
$
|
9,998.47
|
|
|
$
|
14,363.38
|
|
|
$
|
4,744.83
|
|
|
$
|
1,639.24
|
|
|
$
|
209,500.00
|
|
Dean Junkans, Director & Governance Committee Chairman
|
|
$
|
2,331.62
|
|
|
$
|
1,424.24
|
|
|
$
|
2,036.44
|
|
|
$
|
2,320.38
|
|
|
$
|
7,206.48
|
|
|
$
|
9,998.47
|
|
|
$
|
14,363.38
|
|
|
$
|
4,744.83
|
|
|
$
|
1,639.24
|
|
|
$
|
209,500.00
|
|
Gerald J Maginnis, Director & Audit Committee Chairman
|
|
$
|
2,387.27
|
|
|
$
|
1,458.24
|
|
|
$
|
2,085.04
|
|
|
$
|
2,375.78
|
|
|
$
|
7,378.46
|
|
|
$
|
10,237.10
|
|
|
$
|
14,706.18
|
|
|
$
|
4,848.07
|
|
|
$
|
1,678.36
|
|
|
$
|
214,500.00
|
|
Jane F. Magpiong, Director
|
|
$
|
2,109.03
|
|
|
$
|
1,288.28
|
|
|
$
|
1,842.03
|
|
|
$
|
2,089.88
|
|
|
$
|
6,518.51
|
|
|
$
|
9,043.97
|
|
|
$
|
12,992.17
|
|
|
$
|
4,291.86
|
|
|
$
|
1,482.75
|
|
|
$
|
189,500.00
|
|
Daphne L. Richards, Director
|
|
$
|
2,109.03
|
|
|
$
|
1,288.28
|
|
|
$
|
1,842.03
|
|
|
$
|
2,089.88
|
|
|
$
|
6,518.51
|
|
|
$
|
9,043.97
|
|
|
$
|
12,992.17
|
|
|
$
|
4,291.86
|
|
|
$
|
1,482.75
|
|
|
$
|
189,500.00
|
|
C. Edward Ward, Jr., Director
|
|
$
|
2,109.03
|
|
|
$
|
1,288.28
|
|
|
$
|
1,842.03
|
|
|
$
|
2,089.88
|
|
|
$
|
6,518.51
|
|
|
$
|
9,043.97
|
|
|
$
|
12,992.17
|
|
|
$
|
4,291.86
|
|
|
$
|
1,482.75
|
|
|
$
|
189,500.00
|
|
Lisa Phelan, Chief Compliance Officer
|
|
$
|
3,403.16
|
|
|
$
|
2,510.38
|
|
|
$
|
4,207.98
|
|
|
$
|
3,416.62
|
|
|
$
|
14,029.88
|
|
|
$
|
19,132.55
|
|
|
$
|
29,462.99
|
|
|
$
|
9,933.69
|
|
|
$
|
3,416.96
|
|
|
$
|
89,514.21
|
|
**
|
Effective December 20, 2019, UTF acquired the shares of Cohen & Steers Global Income Builder, Inc (INB) in exchange
for shares of UTF.
|
+
|
Amounts shown for MIE are as of fiscal year ended November 30, 2019.
|
Delinquent 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 certain of the Funds Directors, officers, the Advisor, 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
18
all filings. To each Funds knowledge, all of its Directors and officers, the Advisor and its affiliates and certain holders of more than 10% of the applicable Funds common stock
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 November 30, 2019 for MIE and December 31, 2019 for all other Funds, except a late Form 3 was
filed to reflect Stephen Murphys appointment as an officer of the Funds in December 2019, a late Form 4 was filed on behalf of Elaine Zaharis-Nikas to reflect a transaction in shares of PSF, a late Form 5 was filed on behalf of Doug Bond due
to a transfer of beneficial ownership in his shares of FOF, and a late Form 5 was filed on behalf of Adam Derechin to amend previously reported ownership of shares of RQI, each due to administrative error.
Each Funds Board of Directors, including the Independent Directors, unanimously recommends that the stockholders of its Fund
vote FOR the election of each nominee to serve as a Director of the Fund.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
For the fiscal year ended November 30, 2019 for MIE and December 31, 2019 for all other Funds, each Funds Audit Committee
selected PricewaterhouseCoopers LLP, an independent registered public accounting firm, to audit the accounts of the applicable Fund. Their selection was ratified and approved by the vote, cast in person, of a majority of the Directors of the
applicable Fund, including a majority of the Independent Directors, each of whom are independent as defined in the New York Stock Exchange listing standards. On December 10, 2019, the Audit Committee of MIE selected
PricewaterhouseCoopers LLP as the applicable Funds registered public accounting firm (auditor) for the fiscal year ending November 30, 2020. On March 17, 2020, the Audit Committee of each Fund, other than MIE, will meet
to consider the appointment of PricewaterhouseCoopers LLP as the applicable Funds auditor for the fiscal year ending December 31, 2020. This Combined Proxy Statement will be updated if the Audit Committee of each Fund, other than MIE,
does not select PricewaterhouseCoopers LLP as the applicable Funds auditor for the year ending December 31, 2020. Each Audit Committee meets at least twice a year with representatives of the applicable Funds auditor to discuss the
scope of the auditors engagement and to review the financial statements of the applicable Funds and the results of its examination thereof. The auditor will not be at the Meeting but will be available to participate by telephone if needed.
19
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
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
FOF
|
|
$
|
45,580
|
|
|
$
|
42,410
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
5,940
|
|
|
$
|
5,850
|
|
|
$
|
0
|
|
|
$
|
0
|
|
RQI
|
|
$
|
46,570
|
|
|
$
|
43,380
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
5,750
|
|
|
$
|
5,660
|
|
|
$
|
0
|
|
|
$
|
0
|
|
RNP
|
|
$
|
49,630
|
|
|
$
|
46,400
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
5,940
|
|
|
$
|
5,850
|
|
|
$
|
0
|
|
|
$
|
0
|
|
UTF
|
|
$
|
49,630
|
|
|
$
|
46,400
|
|
|
$
|
18,000
|
|
|
$
|
0
|
|
|
$
|
20,400
|
|
|
$
|
20,100
|
|
|
$
|
0
|
|
|
$
|
0
|
|
INB*
|
|
$
|
0
|
|
|
$
|
47,640
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
15,860
|
|
|
$
|
15,630
|
|
|
$
|
0
|
|
|
$
|
0
|
|
RFI
|
|
$
|
42,340
|
|
|
$
|
39,210
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
5,750
|
|
|
$
|
5,660
|
|
|
$
|
0
|
|
|
$
|
0
|
|
PSF
|
|
$
|
43,690
|
|
|
$
|
40,540
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
5,940
|
|
|
$
|
5,850
|
|
|
$
|
0
|
|
|
$
|
0
|
|
LDP
|
|
$
|
43,690
|
|
|
$
|
40,540
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
5,940
|
|
|
$
|
5,850
|
|
|
$
|
0
|
|
|
$
|
0
|
|
MIE**
|
|
$
|
93,500
|
|
|
$
|
89,620
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
95,180
|
|
|
$
|
93,770
|
|
|
$
|
0
|
|
|
$
|
0
|
|
*
|
Effective December 20, 2019, UTF acquired the shares of INB in exchange for shares of UTF.
|
**
|
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 MIEs structure and its MLP investments, the audit and tax fees are
typically higher than the audit and tax fees for our other closed-end funds. MIEs tax fees are billed in connection with tax compliance services, including the preparation and review of both federal and
state tax returns and the computation of corporate income and franchise tax amounts.
Aggregate fees billed by
PricewaterhouseCoopers LLP for the last two fiscal years for non-audit services provided to the Advisor and any entity controlling, controlled by, or under common control with the Advisor that provides ongoing
services to the Funds (collectively, with the Advisor, Service Affiliates), where the engagement relates directly to the operations and financial reporting of the Funds and which were pre-approved
by the Audit Committees, were as follows:
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
|
2018
|
|
Audit-Related Fees
|
|
$
|
18,000
|
|
|
$
|
0
|
|
Tax Fees
|
|
$
|
166,700
|
|
|
$
|
164,220
|
|
All Other Fees
|
|
$
|
0
|
|
|
$
|
0
|
|
20
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 a 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 Audit Committees at their next scheduled meeting. The Audit Committees may not delegate their responsibility
to pre-approve services to be performed by the Funds principal auditor to the Advisor.
None of the services described above were approved by the Audit 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 Funds and for non-audit services rendered to Service Affiliates for the fiscal years ended December 31, 2019 and December 31, 2018
were:
|
|
|
|
|
|
|
|
|
Fund
|
|
December 31,
2019
|
|
|
December 31,
2018
|
|
FOF
|
|
$
|
5,940
|
|
|
$
|
5,850
|
|
RQI
|
|
$
|
5,750
|
|
|
$
|
5,660
|
|
RNP
|
|
$
|
5,940
|
|
|
$
|
5,850
|
|
UTF
|
|
$
|
38,400
|
|
|
$
|
20,100
|
|
INB*
|
|
$
|
15,860
|
|
|
$
|
15,630
|
|
RFI
|
|
$
|
5,750
|
|
|
$
|
5,660
|
|
PSF
|
|
$
|
5,940
|
|
|
$
|
5,850
|
|
LDP
|
|
$
|
5,940
|
|
|
$
|
5,850
|
|
MIE**
|
|
$
|
95,180
|
|
|
$
|
93,770
|
|
Service Affiliates
|
|
$
|
0
|
|
|
$
|
0
|
|
|
*
|
Effective December 20, 2019, UTF acquired the shares of INB in exchange for shares of UTF.
|
|
**
|
Each fiscal year ended November 30.
|
Due to MIEs structure and its MLP investments, the non-audit fees are typically higher than the non-audit fees for our
other closed-end funds. MIEs non-audit fees are billed in connection with tax compliance services, including the preparation and review of tax returns and the
computation of corporate income and franchise tax amounts.
The Audit Committees considered whether the provision of non-audit services that were rendered to Service Affiliates that were not required to be pre-approved pursuant to paragraph (c)(7)(ii) of Rule
2-01 of Regulation S-X was compatible with maintaining the independence of PricewaterhouseCoopers LLP.
21
CERTAIN INFORMATION REGARDING THE INVESTMENT 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, to serve as their investment manager and administrator under investment management agreements and administration agreements dated as follows:
|
|
|
|
|
Fund
|
|
Date of Investment
Management Agreement
|
|
Date of Administration
Agreement
|
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
|
Robert H. Steers is a controlling person of the Advisor on the basis of his ownership of more
than 25% of the stock of the Advisors parent company, CNS. His address is 280 Park Avenue, New York, New York 10017.
State Street Bank and Trust Company, with offices at One Lincoln Street, Boston, Massachusetts 02111, serves as co-administrator for all of the Funds.
OFFICERS OF THE FUNDS
The principal officers of the Funds and their principal occupations during at least the past five years, as reported by
them to the Funds, are set forth below. The address of each of the Funds officers is c/o Cohen & Steers Funds, 280 Park Avenue, New York, New York 10017.
ALL FUNDS
Robert H. Steers, Chairman of the Board (see
Proposal One: Election of Directors, at page 3 for biographical information).
Joseph M. Harvey, Vice President
(see Proposal One: Election of Directors, at page 3 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 2019.
22
James Giallanza, Chief Financial Officer, born in 1966, joined the Advisor in 2006. He has
been an Executive Vice President since 2014 and prior to that was a Senior Vice President.
Lisa Phelan, Chief Compliance
Officer, born in 1968, joined the Advisor in 2006 as a Vice President. She has been an Executive Vice President since 2015 and prior to that was a Senior Vice President. She has been the Chief Compliance Officer of the Advisor, the Cohen &
Steers funds, Cohen & Steers Asia Limited and Cohen & Steers Securities, LLC since 2007, 2006, 2005 and 2004, respectively.
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, Deputy Chief Compliance
Officer, born in 1966, joined the Advisor in 2019. He has been a Senior Vice President of the Advisor since 2019.
FOF,
UTF, RQI, RNP, and RFI
Yigal D. Jhirad, Vice President, born in 1964, joined the Advisor in 2007 as 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 2011, and Vice President from 2004 through 2005.
RFI and RQI
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.
PSF, RFI, RNP, RQI, LDP and UTF
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 Advisor from 2003 through 2013.
23
PSF and LDP
Elaine Zaharis-Nikas, Vice President, born in 1973, joined the Advisor in 2003 and has been a Senior Vice President since 2014. Prior to
that she was a Vice President of the Advisor from 2005 through 2013.
FOF
Douglas Bond, Vice President, born in 1959, joined the Advisor in 2004 as an Executive Vice President.
UTF
Robert S. Becker, Vice President, born in 1969, joined the Advisor in 2003 as a 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 Advisor 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 the Advisor from 2015 to 2017. Prior to
joining the Advisor he was an investment banking associate with Keefe, Bruyette & Woods.
SUBMISSION OF PROPOSALS FOR THE NEXT
ANNUAL MEETING OF STOCKHOLDERS
All proposals by stockholders of the Funds which are intended (and eligible) to be presented at the Funds next Annual Meeting of Stockholders, to be held in 2021, must be received by the relevant
Funds (addressed to the Fund(s), 280 Park Avenue, New York, New York 10017) for inclusion in that Funds proxy statement and proxy relating to that meeting no later than November 16, 2020. Under the Funds current 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 Funds 2020 Annual Meeting of Stockholders without including such proposal of other
business in the Funds 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 6, 2020 to 5:00 P.M., New York City time, on November 5, 2020. All stockholder director
24
nominations and proposals of other business must include the information required by the applicable Funds bylaws.
STOCKHOLDER COMMUNICATIONS
Stockholders may send written communications to their Funds Board to the attention of the Board of Directors, 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.
Voting Results
Each Fund will advise its stockholders of the voting results of the matters voted upon at the Meeting in its next
Semi-Annual Report to Stockholders (or in the case of MIE, 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 Fund shares
for which proxies are being solicited from you, and, if so, the number of copies of the Combined Proxy Statement and other soliciting material you wish to receive in order to supply copies to the beneficial owners of Fund shares.