N-CSR 1 d809103dncsr.htm COHEN & STEERS MLP INCOME & ENERGY OPPORTUNITY FUND Cohen & Steers MLP Income & Energy Opportunity Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number:    811-22780                                 

Cohen & Steers MLP Income and Energy Opportunity Fund, Inc.

 

(Exact name of registrant as specified in charter)

280 Park Avenue, New York, NY 10017

 

(Address of principal executive offices) (Zip code)

Dana A. DeVivo

Cohen & Steers Capital Management, Inc.

280 Park Avenue

New York, New York 10017

 

(Name and address of agent for service)

Registrant’s telephone number, including area code:    (212) 832-3232                                

Date of fiscal year end:    November 30                                

Date of reporting period:    November 30, 2019                                

 

 

 


Item 1. Reports to Stockholders.

 

 

 


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

To Our Shareholders:

We would like to share with you our report for the year ended November 30, 2019. The total returns for Cohen & Steers MLP Income and Energy Opportunity Fund, Inc. (the Fund) and its comparative benchmarks were:

 

    Six Months Ended
November 30, 2019
    Year Ended
November 30, 2019
 

Cohen & Steers MLP Income and Energy Opportunity Fund at Net Asset Valuea

    –23.98     –20.67

Cohen & Steers MLP Income and Energy Opportunity Fund at Market Valuea

    –21.24     –12.37

Blended Benchmark—90% Alerian MLP Index/10% ICE BofAML Fixed Rate Preferred Securities Indexb

    –12.07     –8.59

Alerian MLP Indexb

    –13.84     –11.00

S&P 500 Indexb

    15.26     16.11

The performance data quoted represent past performance. Past performance is no guarantee of future results. The investment return and the principal value of an investment will fluctuate and shares, if sold, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Performance results reflect the effects of leverage, resulting from borrowings under a credit agreement. Current total returns of the Fund can be obtained by visiting our website at cohenandsteers.com. The Fund’s returns assume the reinvestment of all dividends and distributions at prices obtained under the Fund’s dividend reinvestment plan. Index performance does not reflect the deduction of any fees, taxes or expenses. An investor cannot invest directly in an index. Performance figures for periods shorter than one year are not annualized.

Distribution Policy

The Fund makes regular monthly distributions at a level rate (the Policy). Dividends from net investment income, if any, are declared quarterly and paid monthly. As a result of the Policy, the Fund may pay distributions in excess of the Fund’s current or accumulated earnings and profits. This excess would be a return of capital distributed from the Fund’s assets. Distributions of capital decrease the Fund’s total assets and, therefore, could have the effect of increasing the Fund’s expense ratio. In addition, in order to make these distributions, the Fund may have to sell portfolio securities at a less than opportune time.

 

 

a 

As a closed-end investment company, the price of the Fund’s exchange-traded shares will be set by market forces and can deviate from the net asset value (NAV) per share of the Fund.

b 

The Alerian MLP Index (Total Return) is a capped, float-adjusted, capitalization-weighted index, whose constituents represent approximately 85% of total Master Limited Partnership (MLP) float-adjusted market capitalization. The ICE BofAML Fixed Rate Preferred Securities Index tracks the performance of fixed-rate U.S. dollar-denominated preferred securities issued in the U.S. domestic market. The S&P 500 Index is an unmanaged index of 500 large-capitalization stocks that is frequently used as a general measure of U.S. stock market performance.

 

1


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

Market Review

MLP and midstream energy stocks had a negative return for the 12 months ended November 30, 2019, as factors that initially hindered the group at the end of 2018—such as outflows from dedicated midstream mutual funds and year-end tax-loss harvesting—returned to weigh on performance late in the period. These forces outweighed a trend of generally favorable midstream earnings reports throughout the year and ultimately higher oil prices.

The period saw a difficult start in December as midstream companies suffered a sharp drop along with the broad equity market. Trade tensions raised apprehensions about economic growth and energy demand, resulting in a steep slide in crude oil prices from their September 2018 highs and driving general risk-off sentiment in the markets.

Share and unit prices rebounded sharply throughout the first half of 2019, buoyed by higher crude oil prices, tighter credit spreads and more favorable conditions for the broad equity markets. Earnings results throughout the first half of the year were generally strong, particularly for companies able to take advantage of wide energy pricing differentials across North America.

However, while midstream energy companies continued to generally meet or exceed earnings expectations throughout 2019, the strong early performance reversed in the back half of the period. We believe the key drivers of midstream business fundamentals are energy volumes and counterparty risk, both of which deteriorated as the year progressed. While reporting second quarter earnings, a number of upstream companies announced meager wellhead results and began to reduce capital expenditure budgets for the year—most notably Concho Resources in the Permian Basin—which weighed on expectations for volume growth and cash flows for the midstream sector. This was exacerbated during third quarter results when Chesapeake Energy inserted “going concern” language in their financial reporting amid multi-year weakness in natural gas prices. This filing re-surfaced concerns about counterparty risk for midstream contracts, weighing on share and unit prices as discount rates utilized by investors seemingly rose.

Beyond these fundamental headwinds, the fourth quarter saw a re-emergence of severe selling pressure. As we saw in 2018, energy was one of the few sectors with a negative return during the year, which resulted in meaningful tax-loss selling for midstream stocks. This was exacerbated by outflows from dedicated midstream funds and debt reductions from certain leveraged closed-end funds. With limited investor demand to offset this selling pressure, MLPs set new multi-year lows in late November 2019, although the group rebounded sharply in the weeks following period-end as many of these technical factors abated.

Notwithstanding these market challenges, the industry’s transition to a self-funded business model, which has been underway since late 2014, continued to progress, and we believe midstream companies are committed to achieving business models that will result in positive free cash flow after all capital expenditures and distributions. We believe this could give investors increased confidence in the durability of distributions and help close what we see as a wide gap between prices for listed midstream companies and private market values.

Reflecting the industry’s evolved philosophy on capital allocation, several companies canceled projects due to inadequate return expectations, and guidance in general pointed to reductions in capital expenditures in 2020 with a more significant slowdown in 2021. We view this as a material positive in the

 

2


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

intermediate term as it should help alleviate balance sheet stress that has plagued midstream for a number of years, and position the industry for stock buybacks in the coming years. In addition, we expect consolidation to accelerate in 2020 as organic growth opportunities continue to dwindle.

Fund Performance

The Fund had a negative total return in the period and underperformed its blended benchmark on both a NAV and market-price basis.

Gathering, one of the most commodity price-sensitive midstream sectors, had a sizable decline late in the period amid an uncertain outlook for energy prices. Security selection and an overweight in the sector detracted from relative performance, in part due to the Fund’s out-of-benchmark allocation to Equitrans Midstream. The stock declined on concerns about counterparty risk associated with its key customer.

Natural gas pipelines were a top-performing sector, led by TC Pipelines, which benefited from strong natural gas demand early in the period because of unseasonably cold weather. Our underweight allocation in natural gas pipelines detracted from relative performance. The Fund was also underweight the refinery logistics and storage/terminals sectors, which likewise advanced. We favored other sectors that we believe offered better long-term prospects.

Marine shipping/offshore companies came under frequent selling pressure on concerns about the global economy and retaliatory tariffs on U.S. liquid natural gas (LNG). However, companies in the space generally offered encouraging outlooks, and we expect shipping rates to improve along with LNG prices over the longer term. An overweight allocation to marine shipping/offshore detracted from relative performance.

Performance among diversified midstream companies was negative overall but with a wide dispersion of returns. Security selection in the sector aided the Fund’s relative performance, as we were overweight Enterprise Products Partners, which had a positive return for the period.

Propane companies, typically viewed as a defensive sector due to the steady nature of the business, nevertheless widely trailed other MLP categories. The timing of our allocations in the propane sector, in what was a volatile environment for equities, contributed to the Fund’s relative performance. A decision not to own frac sand provider Hi-Crush Partners, which declined sharply along with oilfield service companies, also aided relative performance.

Preferred securities had a solid gain in the period, benefiting from demand for income amid low and declining interest rates. The Fund’s allocation to preferreds did not have a significant impact on relative performance, as the negative effect of our average underweight in preferreds was countered by favorable security selection in the allocation.

Impact of Leverage on Fund Performance

The Fund employs leverage as part of a yield-enhancement strategy. Leverage, which can increase total return in rising markets (just as it can have the opposite effect in declining markets), significantly detracted from the Fund’s NAV performance for the period. Due to elevated market volatility and a decrease in the value of the Fund’s net assets, the Fund reduced its outstanding borrowings by $12,000,000 during the period.

 

3


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

Sincerely,

 

LOGO

 

LOGO

BEN MORTON   TYLER S. ROSENLICHT
Portfolio Manager   Portfolio Manager

The views and opinions in the preceding commentary are subject to change without notice and are as of the date of the report. There is no guarantee that any market forecast set forth in the commentary will be realized. This material represents an assessment of the market environment at a specific point in time, should not be relied upon as investment advice and is not intended to predict or depict performance of any investment.

 

Visit Cohen & Steers online at cohenandsteers.com

For more information about the Cohen & Steers family of mutual funds, visit cohenandsteers.com. Here you will find fund net asset values, fund fact sheets and portfolio highlights, as well as educational resources and timely market updates.

Our website also provides comprehensive information about Cohen & Steers, including our most recent press releases, profiles of our senior investment professionals and their investment approach to each asset class. The Cohen & Steers family of mutual funds specializes in liquid real assets, including real estate securities, listed infrastructure and natural resource equities, as well as preferred securities and other income solutions.

 

4


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

Our Leverage Strategy

(Unaudited)

Our current leverage strategy utilizes borrowings up to the maximum permitted by the Investment Company Act of 1940 to provide additional capital for the Fund, with an objective of increasing the net income available for shareholders. As of November 30, 2019, leverage represented 36% of the Fund’s managed assets.

Through fixed-rate financing, the Fund has locked in interest rates on this additional capital for periods expiring in 2021 and 2022. Locking in our leveraging costs is designed to protect the dividend-paying ability of the Fund. The use of leverage increases the volatility of the Fund’s NAV in both up and down markets. However, we believe that locking in the Fund’s leveraging costs for the various terms partially protects the Fund’s expenses from an increase in short-term interest rates.

Leverage Factsa,b

 

Leverage (as a % of managed assets)

      36%

% Fixed Rate

   100%

Weighted Average Rate on Financing

    3.3%

Weighted Average Term on Financing

    2.0 years

The Fund seeks to enhance its dividend yield through leverage. The use of leverage is a speculative technique and there are special risks and costs associated with leverage. The NAV of the Fund’s shares may be reduced by the issuance and ongoing costs of leverage. So long as the Fund is able to invest in securities that produce an investment yield that is greater than the total cost of leverage, the leverage strategy will produce higher current net investment income for the shareholders. On the other hand, to the extent that the total cost of leverage exceeds the incremental income gained from employing such leverage, shareholders would realize lower net investment income. In addition to the impact on net income, the use of leverage will have an effect of magnifying capital appreciation or depreciation for shareholders. Specifically, in an up market, leverage will typically generate greater capital appreciation than if the Fund were not employing leverage. Conversely, in down markets, the use of leverage will generally result in greater capital depreciation than if the Fund had been unlevered. To the extent that the Fund is required or elects to reduce its leverage, the Fund may need to liquidate investments, including under adverse economic conditions which may result in capital losses potentially reducing returns to shareholders. There can be no assurance that a leveraging strategy will be successful during any period in which it is employed.

 

a 

Data as of November 30, 2019. Information is subject to change.

b 

See Note 6 in Notes to Financial Statements.

 

5


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

November 30, 2019

Top Ten Holdingsa

(Unaudited)

 

Security

   Value        % of
Managed
Assets
 

Energy Transfer LP

   $ 31,291,245          10.8  

Enterprise Products Partners LP

     31,209,914          10.8  

MPLX LP

     30,392,142          10.5  

Plains All American Pipeline LP

     27,401,520          9.4  

Western Midstream Partners LP

     16,303,054          5.6  

Phillips 66 Partners LP

     14,645,844          5.0  

Kinder Morgan, Inc.

     12,477,843          4.3  

Magellan Midstream Partners LP

     8,799,735          3.0  

Enable Midstream Partners LP

     8,504,426          2.9  

Crestwood Equity Partners LP

     6,907,886          2.4  

 

a 

Top ten holdings are determined on the basis of the value of individual securities held. The Fund may also hold positions in other securities issued by the companies listed above. See the Schedule of Investments for additional details on such other positions.

Sector Breakdown

(Based on Managed Assets)

(Unaudited)

LOGO

 

6


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

SCHEDULE OF INVESTMENTS

November 30, 2019

 

            Shares/Units      Value  

MASTER LIMITED PARTNERSHIPS AND RELATED COMPANIES

     140.0%        

COMPRESSION

     1.8%        

Archrock, Inc.a

 

     406,196      $ 3,416,108  
     

 

 

 

CRUDE/REFINED PRODUCTS

     35.4%        

BP Midstream Partners LPa

 

     338,100        4,936,260  

Genesis Energy LPa

 

     253,857        4,825,822  

Magellan Midstream Partners LPa

 

     150,500        8,799,735  

PBF Logistics LPa

 

     160,714        3,286,601  

Phillips 66 Partners LPa

 

     262,800        14,645,844  

Plains All American Pipeline LPa

 

     1,574,800        27,401,520  

USD Partners LPa

 

     167,999        1,589,270  
     

 

 

 
           65,485,052  
        

 

 

 

DIVERSIFIED MIDSTREAM

     62.2%        

Altus Midstream Co., Class Aa,b

 

     457,300        882,589  

Energy Transfer LPa

 

     2,649,555        31,291,245  

Enterprise Products Partners LPa

 

     1,185,787        31,209,914  

Kinder Morgan, Inc.a

 

     636,300        12,477,843  

MPLX LPa

 

     1,285,080        30,392,142  

Summit Midstream Partners LPa

 

     325,852        997,107  

Tallgrass Energy LPa

 

     87,600        1,568,916  

Williams Cos., Inc.a

 

     269,300        6,118,496  
     

 

 

 
           114,938,252  
        

 

 

 

GATHERING & PROCESSING

     31.0%        

Antero Midstream Corp.a

 

     941,100        4,310,238  

CNX Midstream Partners LPa

 

     121,400        1,760,300  

Crestwood Equity Partners LPa

 

     217,777        6,907,886  

Enable Midstream Partners LPa

 

     925,400        8,504,426  

EnLink Midstream LLCa

 

     976,700        4,639,325  

EQM Midstream Partners LPa

 

     230,386        5,338,044  

Hess Midstream Partners LPa

 

     99,100        2,026,595  

Keyera Corp. (Canada)a

 

     60,295        1,471,174  

Noble Midstream Partners LP (Unregistered)c

 

     63,726        1,256,040  

Noble Midstream Partners LPa

 

     34,700        723,495  

Targa Resources Corp.a

 

     61,600        2,250,248  

Tidewater Midstream & Infrastructure Ltd. (Canada)a

 

     2,258,000        1,801,912  

Western Midstream Partners LPa

 

     919,518        16,303,054  
     

 

 

 
           57,292,737  
        

 

 

 

 

See accompanying notes to financial statements.

 

7


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

November 30, 2019

 

            Shares/Units      Value  

MARINE SHIPPING/OFFSHORE

     2.9%        

GasLog Ltd. (Monaco)a

 

     129,400      $ 1,211,184  

GasLog Partners LP (Monaco)a

 

     278,749        4,055,798  
     

 

 

 
           5,266,982  
        

 

 

 

NATURAL GAS PIPELINES

     6.0%        

Cheniere Energy, Inc.a,b

 

     44,786        2,711,345  

Equitrans Midstream Corp.a

 

     685,500        6,834,435  

Tellurian, Inc.a,b

 

     202,500        1,476,225  
     

 

 

 
           11,022,005  
        

 

 

 

OTHER

     0.7%        

Sprague Resources LPa

        75,217        1,203,472  
        

 

 

 

TOTAL MASTER LIMITED PARTNERSHIPS AND RELATED COMPANIES
(Identified cost—$308,237,980)

 

        258,624,608  
        

 

 

 

PREFERRED SECURITIES—$25 PAR VALUE

     5.1%        

BANKS

     1.2%        

Bank of America Corp., 6.00%, Series GGa,d

 

     17,025        462,740  

Bank of America Corp., 5.875%, Series HHa,d

 

     5,400        145,530  

Bank of America Corp., 5.375%, Series KKa,d

 

     4,605        121,572  

Bank of America Corp., 5.00%, Series LLa,d

 

     5,325        136,214  

Capital One Financial Corp., 5.00%, Series Ia,d

 

     380        9,443  

Citizens Financial Group, Inc., 6.35% to 4/6/24, Series Da,d,e

 

     3,400        93,806  

GMAC Capital Trust I, 7.695%, (3 Month US LIBOR + 5.785%), due 2/15/40, Series 2 (TruPS) (FRN)a,f

 

     8,651        224,320  

Regions Financial Corp., 5.70% to 5/15/29, Series Ca,d,e

 

     9,000        241,020  

Synovus Financial Corp., 5.875% to 7/1/24, Series Ea,d,e

 

     4,000        104,240  

Wells Fargo & Co., 5.625%, Series Ya,d

 

     7,321        191,078  

Wells Fargo & Co., 5.125%, Series Oa,d

 

     10,000        252,400  

Wells Fargo & Co., 5.85% to 9/15/23, Series Qa,d,e

 

     9,042        244,224  
     

 

 

 
           2,226,587  
        

 

 

 

CHEMICALS

     0.2%        

CHS, Inc., 7.50%, Series 4a,d

 

     11,341        309,609  
     

 

 

 

DIVERSIFIED FINANCIAL SERVICES

     0.5%        

Apollo Global Management, Inc., 6.375%, Series Ba,d

 

     14,252        377,678  

Morgan Stanley, 5.85% to 4/15/27, Series Ka,d,e

 

     13,428        374,373  

 

See accompanying notes to financial statements.

 

8


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

November 30, 2019

 

            Shares/Units      Value  

National Rural Utilities Cooperative Finance Corp., 5.50%, due 5/15/64a

 

     4,933      $ 130,774  

Synchrony Financial, 5.625%, Series Aa,d

 

     4,000        102,320  
     

 

 

 
           985,145  
        

 

 

 

ELECTRIC

     0.3%        

CMS Energy Corp., 5.875%, due 3/1/79a

 

     10,850        286,983  

Duke Energy Corp., 5.75%, Series Aa,d

 

     13,725        370,163  
     

 

 

 
           657,146  
        

 

 

 

FINANCIAL—INVESTMENT ADVISORY SERVICES

     0.1%        

Legg Mason, Inc., 5.45%, due 9/15/56a

 

     8,200        208,362  
     

 

 

 

INSURANCE

     1.1%        

LIFE/HEALTH INSURANCE

     0.4%        

American Equity Investment Life Holding Co., 5.95% to 12/1/24, Series Aa,d,e

 

     3,200        80,992  

Athene Holding Ltd., 6.350% to 6/30/29, Series Aa,d,e

 

     10,000        275,000  

Unum Group, 6.25%, due 6/15/58a

 

     13,750        363,138  
     

 

 

 
           719,130  
        

 

 

 

MULTI-LINE

     0.4%        

Allstate Corp./The, 5.10%, Series Ha,d

 

     10,325        264,320  

Allstate Corp./The, 4.75%, Series Ia,d

 

     3,200        80,320  

WR Berkley Corp., 5.70%, due 3/30/58a

 

     17,500        471,100  
     

 

 

 
           815,740  
        

 

 

 

MULTI-LINE—FOREIGN

     0.1%        

Aegon Funding Co. LLC, 5.10%, due 12/15/49 (Netherlands)a

 

     8,500        214,710  
     

 

 

 

PROPERTY CASUALTY—FOREIGN

     0.1%        

Enstar Group Ltd., 7.00% to 9/1/28, Series D (Bermuda)a,d,e

 

     6,000        160,320  
     

 

 

 

REINSURANCE

     0.1%        

Arch Capital Group Ltd., 5.45%, Series Fa,d

 

     6,000        153,420  
     

 

 

 

TOTAL INSURANCE

 

        2,063,320  
        

 

 

 

INTEGRATED TELECOMMUNICATIONS SERVICES

     0.1%        

AT&T, Inc., 5.625%, due 8/1/67a

 

     3,500        93,100  
     

 

 

 

 

See accompanying notes to financial statements.

 

9


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

November 30, 2019

 

            Shares/Units      Value  

PIPELINES

     0.8%        

Energy Transfer Operating LP, 7.375% to 5/15/23, Series Ca,d,e

 

     37,850      $ 873,578  

Energy Transfer Operating LP, 7.625% to 8/15/23, Series Da,d,e

 

     18,708        444,315  

Energy Transfer Operating LP, 7.60% to 5/15/24, Series Ea,d,e

 

     5,150        124,218  
     

 

 

 
           1,442,111  
        

 

 

 

PIPELINES—FOREIGN

     0.1%        

Enbridge, Inc., 6.375% to 4/15/23, due 4/15/78, Series B (Canada)a,e

 

     4,512        121,598  
     

 

 

 

REAL ESTATE

     0.2%        

DIVERSIFIED

     0.0%        

VEREIT, Inc., 6.70%, Series Fd

 

     2,919        73,588  
     

 

 

 

SHOPPING CENTERS—REGIONAL MALL

     0.2%        

Taubman Centers, Inc., 6.50%, Series Ja,d

 

     11,143        282,475  
     

 

 

 

TOTAL REAL ESTATE

 

        356,063  
        

 

 

 

UTILITIES

     0.4%        

NextEra Energy Capital Holdings, Inc., 5.65%, due 3/1/79, Series Na

 

     7,909        209,746  

NiSource, Inc., 6.50% to 3/15/24, Series Ba,d,e

 

     10,175        277,167  

South Jersey Industries, Inc., 5.625%, due 9/16/79a

 

     6,200        157,170  

Spire, Inc., 5.90%, Series Aa,d

 

     4,375        115,719  
     

 

 

 
           759,802  
        

 

 

 

UTILITIES—FOREIGN

     0.1%        

Algonquin Power & Utilities Corp., 6.20% to 7/1/24, due 7/1/79, Series 19-A (Canada)a,e

 

     5,675        156,630  
     

 

 

 

TOTAL PREFERRED SECURITIES—$25 PAR VALUE
(Identified cost—$9,006,476)

 

        9,379,473  
        

 

 

 
            Principal
Amount
        

PREFERRED SECURITIES—CAPITAL SECURITIES

     9.8%        

BANKS

     2.9%        

Bank of America Corp., 8.05%, due 6/15/27, Series Ba

 

   $ 200,000        255,845  

Bank of America Corp., 6.25% to 9/5/24, Series Xa,d,e

 

     505,000        563,345  

 

See accompanying notes to financial statements.

 

10


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

November 30, 2019

 

            Principal
Amount
    Value  

Bank of America Corp., 6.10% to 3/17/25, Series AAa,d,e

 

   $ 146,000     $ 162,686  

Bank of America Corp., 5.875% to 3/15/28, Series FFa,d,e

 

     325,000       359,343  

BB&T Corp., 4.80% to 9/1/24a,d,e

 

     220,000       224,675  

Citigroup, Inc., 5.95% to 5/15/25, Series Pa,d,e

 

     315,000       343,147  

Citigroup, Inc., 6.25% to 8/15/26, Series Ta,d,e

 

     575,000       653,117  

Citigroup, Inc., 5.00% to 9/12/24, Series Ua,d,e

 

     395,000       408,578  

CoBank ACB, 6.25% to 10/1/22, Series Fa,d,e

 

      4,300       461,175  

Corestates Capital III, 2.479% (3 Month US LIBOR + 0.57%), due 2/15/27, 144A (TruPS) (FRN)a,f,g

 

     280,000       263,452  

Goldman Sachs Group, Inc./The, 5.50% to 8/10/24, Series Qa,d,e

 

     110,000       116,979  

Goldman Sachs Group, Inc./The, 5.30% to 11/10/26, Series Oa,d,e

 

     330,000       353,001  

SunTrust Banks, Inc., 5.125% to 12/15/27, Series Ha,d,e

 

     387,000       397,732  

Wells Fargo & Co., 5.889% (3 Month US LIBOR + 3.77%), Series K (FRN)a,d,f

 

     390,000       396,415  

Wells Fargo Capital X, 5.95%, due 12/1/86, (TruPS)a

 

     270,000       337,080  
    

 

 

 
          5,296,570  
       

 

 

 

BANKS—FOREIGN

     3.1%       

Banco Bilbao Vizcaya Argentaria SA, 6.50% to 3/5/25, Series 9 (Spain)a,d,e,h

 

     200,000       210,000  

Bank of China Hong Kong Ltd., 5.90% to 9/14/23, 144A (Hong Kong)a,d,e,g

 

     200,000       215,227  

Barclays PLC, 8.00% to 6/15/24 (United Kingdom)a,d,e,h

 

     200,000       221,143  

Barclays PLC, 7.875% to 3/15/22 (United Kingdom)a,d,e,h,i

 

     800,000       859,048  

BNP Paribas SA, 7.00% to 8/16/28, 144A (France)a,d,e,g,h

 

     200,000       230,056  

Credit Agricole SA, 6.875% to 9/23/24, 144A (France)a,d,e,g,h

 

     200,000       218,893  

Credit Suisse Group AG, 6.375% to 8/21/26, 144A (Switzerland)a,d,e,g,h

 

     200,000       214,500  

Credit Suisse Group AG, 7.50% to 7/17/23, 144A (Switzerland)a,d,e,g,h

 

     600,000       653,889  

HSBC Holdings PLC, 6.50% to 3/23/28 (United Kingdom)a,d,e,h

 

     400,000       433,960  

ING Groep N.V., 5.75% to 11/16/26 (Netherlands)a,d,e,h

 

     200,000       208,125  

Intesa Sanpaolo SpA, 7.70% to 9/17/25, 144A (Italy)a,d,e,g,h

 

     200,000       213,671  

Lloyds Banking Group PLC, 7.50% to 9/27/25 (United Kingdom)a,d,e,h

 

     200,000       222,671  

 

See accompanying notes to financial statements.

 

11


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

November 30, 2019

 

            Principal
Amount
     Value  

Royal Bank of Scotland Group PLC, 8.00% to 8/10/25 (United Kingdom)a,d,e,h

 

   $ 200,000      $ 229,520  

Societe Generale SA, 6.750% to 4/6/28, 144A (France)a,d,e,g,h

 

     200,000        218,680  

Societe Generale SA, 7.375% to 9/13/21, 144A (France)a,d,e,g,h

 

     200,000        211,980  

Societe Generale SA, 7.875% to 12/18/23, 144A (France)a,d,e,g,h

 

     400,000        445,286  

UBS Group AG, 6.875% to 8/7/25 (Switzerland)a,d,e,h,i

 

     600,000        660,208  
     

 

 

 
           5,666,857  
        

 

 

 

DIVERSIFIED FINANCIAL SERVICES

     0.1%        

GE Capital International Funding Co. Unlimited Co.,
4.418%, due 11/15/35a

 

     200,000        215,555  
     

 

 

 

ELECTRIC

     0.2%        

Duke Energy Corp., 4.875% to 9/16/24a,d,e

 

     430,000        451,124  
     

 

 

 

ELECTRIC—FOREIGN

     0.1%        

Electricite de France SA, 5.625% to 1/22/24, 144A (France)a,d,e,g

 

     100,000        105,072  
     

 

 

 

INDUSTRIALS—DIVERSIFIED MANUFACTURING

     0.3%        

General Electric Co., 5.00% to 1/21/21, Series Da,d,e

 

     550,000        538,852  
     

 

 

 

INSURANCE

     1.0%        

LIFE/HEALTH INSURANCE

     0.4%        

Brighthouse Financial, Inc., 4.70%, due 6/22/47a

 

     240,000        217,003  

MetLife, Inc., 5.875% to 3/15/28, Series Da,d,e

 

     152,000        168,477  

MetLife, Inc., 6.40%, due 12/15/36a

 

     180,000        220,751  

Voya Financial, Inc., 6.125% to 9/15/23, Series Aa,d,e

 

     90,000        95,914  
     

 

 

 
           702,145  
        

 

 

 

MULTI-LINE

     0.0%        

American International Group, Inc., 8.175% to 5/15/38, due 5/15/58a,e

 

     56,000        76,396  
     

 

 

 

MULTI-LINE—FOREIGN

     0.2%        

AXA SA, 6.379% to 12/14/36, 144A (France)a,d,e,g

 

     300,000        360,479  
     

 

 

 

PROPERTY CASUALTY

     0.3%        

Assurant, Inc., 7.00% to 3/27/28, due 3/27/48a,e

 

     150,000        168,415  

 

See accompanying notes to financial statements.

 

12


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

November 30, 2019

 

            Principal
Amount
    Value  

Liberty Mutual Group, Inc., 7.80%, due 3/7/37, 144Aa,g

 

   $ 250,000     $ 330,399  
    

 

 

 
          498,814  
       

 

 

 

PROPERTY CASUALTY—FOREIGN

     0.1%       

Swiss Re Finance Luxembourg SA, 5.00% to 4/2/29, due 4/2/49, 144A (Switzerland)a,e,g

 

     200,000       221,613  
    

 

 

 

TOTAL INSURANCE

 

       1,859,447  
       

 

 

 

INTEGRATED TELECOMMUNICATIONS SERVICES

     0.2%       

Centaur Funding Corp., 9.08%, due 4/21/20, 144A (Cayman Islands)a,g

 

      300       306,188  
    

 

 

 

MATERIAL—METALS & MINING—FOREIGN

     0.1%       

BHP Billiton Finance USA Ltd., 6.75% to 10/20/25, due 10/19/75, 144A (Australia)a,e,g

 

     200,000       234,614  
    

 

 

 

PIPELINES—FOREIGN

     0.8%       

Enbridge, Inc., 6.00% to 1/15/27, due 1/15/77,
Series 16-A (Canada)a,e

 

     275,000       289,512  

Enbridge, Inc., 6.25% to 3/1/28, due 3/1/78 (Canada)a,e

 

     310,000       332,946  

Transcanada Trust, 5.50% to 9/15/29, due 9/15/79 (Canada)a,e

 

     260,000       273,000  

Transcanada Trust, 5.875% to 8/15/26, due 8/15/76, Series 16-A (Canada)a,e

 

     571,000       612,580  
    

 

 

 
          1,508,038  
       

 

 

 

TELECOMMUNICATION—COMMUNICATIONS—FOREIGN

     0.1%       

Vodafone Group PLC, 7.00% to 1/4/29, due 4/4/79 (United Kingdom)a,e

 

     225,000       260,616  
    

 

 

 

UTILITIES

     0.3%       

NextEra Energy Capital Holdings, Inc., 5.65% to 5/1/29, due 5/1/79a,e

 

     559,000       618,823  
    

 

 

 

UTILITIES—FOREIGN

     0.6%       

Emera, Inc., 6.75% to 6/15/26, due 6/15/76, Series 16-A (Canada)a,e

 

     645,000       726,605  

Enel SpA, 8.75% to 9/24/23, due 9/24/73, 144A (Italy)a,e,g

 

     350,000       410,410  
    

 

 

 
          1,137,015  
       

 

 

 

TOTAL PREFERRED SECURITIES—CAPITAL SECURITIES
(Identified cost—$17,142,711)

 

       18,198,771  
       

 

 

 

 

See accompanying notes to financial statements.

 

13


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

November 30, 2019

 

            Shares      Value  

SHORT-TERM INVESTMENTS

     2.2%        

MONEY MARKET FUNDS

        

State Street Institutional Treasury Money Market Fund, Premier Class, 1.58%j

 

     4,146,697      $ 4,146,697  
     

 

 

 

TOTAL SHORT-TERM INVESTMENTS
(Identified cost—$4,146,697)

 

        4,146,697  
        

 

 

 

TOTAL INVESTMENTS IN SECURITIES
(Identified cost—$338,533,864)

     157.1%           290,349,549  

LIABILITIES IN EXCESS OF OTHER ASSETS

     (57.1)             (105,554,153
  

 

 

       

 

 

 

NET ASSETS (Equivalent to $6.88 per share based on 26,841,109 shares of common stock outstanding)

     100.0%         $ 184,795,396  
  

 

 

       

 

 

 

Glossary of Portfolio Abbreviations

 

 

FRN

  Floating Rate Note

LIBOR

  London Interbank Offered Rate

TruPS

  Trust Preferred Securities

 

See accompanying notes to financial statements.

 

14


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

November 30, 2019

 

 

 

 

Note: Percentages indicated are based on the net assets of the Fund.

 

Represents shares.

a 

All or a portion of the security is pledged as collateral in connection with the Fund’s credit agreement. $231,259,118 in aggregate has been pledged as collateral.

b 

Non-income producing security.

c 

Restricted and illiquid security. Aggregate holdings equal 0.7% of the net assets of the Fund. This security was acquired on November 14, 2019, at a cost of $1,319,128 ($20.70 per share). Security value is determined based on significant unobservable inputs (Level 3).

d 

Perpetual security. Perpetual securities have no stated maturity date, but they may be called/redeemed by the issuer.

e 

Security converts to floating rate after the indicated fixed-rate coupon period.

f 

Variable rate. Rate shown is in effect at November 30, 2019.

g 

Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may only be resold to qualified institutional buyers. Aggregate holdings amounted to $4,854,409 which represents 2.6% of the net assets of the Fund, of which 0.0% are illiquid.

h 

Contingent Capital security (CoCo). CoCos are debt or preferred securities with loss absorption characteristics built into the terms of the security for the benefit of the issuer. Aggregate holdings amounted to $5,451,630 which represents 3.0% of the net assets of the Fund (1.9% of the managed assets of the Fund).

i 

Securities exempt from registration under Regulation S of the Securities Act of 1933. These securities are subject to resale restrictions. Aggregate holdings amounted to $1,519,256 which represents 0.8% of the net assets of the Fund, of which 0.0% are illiquid.

j 

Rate quoted represents the annualized seven-day yield.

 

See accompanying notes to financial statements.

 

15


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

STATEMENT OF ASSETS AND LIABILITIES

November 30, 2019

 

ASSETS:

 

Investments in securities, at value (Identified cost—$338,533,864)

   $ 290,349,549  

Foreign currency, at value (Identified cost—$16)

     13  

Receivable for:

  

Dividends, distributions and interest

     349,932  

Investment securities sold

     37,990  

Other assets

     3,695  
  

 

 

 

Total Assets

     290,741,179  
  

 

 

 

LIABILITIES:

 

Payable for:

  

Credit agreement

     105,000,000  

Interest expense

     313,136  

Investment advisory fees

     255,288  

Investment securities purchased

     29,576  

Administration fees

     20,423  

Directors’ fees

     1,254  

Other liabilities

     326,106  
  

 

 

 

Total Liabilities

     105,945,783  
  

 

 

 

NET ASSETS

   $ 184,795,396  
  

 

 

 

NET ASSETS consist of:

 

Paid-in capital

   $ 366,936,094  

Total distributable earnings/(accumulated loss)

     (182,140,698
  

 

 

 
   $ 184,795,396  
  

 

 

 

NET ASSET VALUE PER SHARE:

 

($184,795,396 ÷ 26,841,109 shares outstanding)

   $ 6.88  
  

 

 

 

MARKET PRICE PER SHARE

   $ 6.89  
  

 

 

 

MARKET PRICE PREMIUM (DISCOUNT) TO NET ASSET VALUE PER SHARE

     0.15
  

 

 

 

 

See accompanying notes to financial statements.

 

16


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

STATEMENT OF OPERATIONS

For the Year Ended November 30, 2019

 

Investment Income:

 

Distributions from master limited partnerships and related companies (net of $86,355 of foreign withholding tax)

   $ 25,531,914  

Less return of capital on distributions

     (22,590,938
  

 

 

 

Net distributions from master limited partnerships and related companies

     2,940,976  

Dividend income

     1,031,795  

Interest income

     1,030,535  
  

 

 

 

Total Investment Income

     5,003,306  
  

 

 

 

Expenses:

 

Investment advisory fees

     3,657,764  

Interest expense

     3,591,931  

Administration fees

     352,671  

Professional fees

     298,796  

Shareholder reporting expenses

     51,924  

Custodian fees and expenses

     28,094  

Transfer agent fees and expenses

     19,361  

Directors’ fees and expenses

     13,070  

Miscellaneous

     51,655  
  

 

 

 

Total Expenses

     8,065,266  
  

 

 

 

Net Investment Income (Loss), net of income taxes

     (3,061,960
  

 

 

 

Net Realized and Unrealized Gain (Loss):

 

Net realized gain (loss) on:

 

Investments in securities

     2,392,545  

Foreign currency transactions

     22,842  
  

 

 

 

Net realized gain (loss), net of income taxes

     2,415,387  
  

 

 

 

Net change in unrealized appreciation (depreciation) on:

 

Investments in securities

     (48,372,099

Foreign currency translations

     50  
  

 

 

 

Net change in unrealized appreciation (depreciation), net of income taxes

     (48,372,049
  

 

 

 

Net Realized and Unrealized Gain (Loss), net of income taxes

     (45,956,662
  

 

 

 

Net Increase (Decrease) in Net Assets Resulting from Operations

   $ (49,018,622
  

 

 

 

 

See accompanying notes to financial statements.

 

17


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

STATEMENT OF CHANGES IN NET ASSETS

 

     For the Year Ended
November 30, 2019
     For the Year Ended
November 30, 2018
 

Change in Net Assets:

 

From Operations:

 

Net investment income (loss), net of income taxes

   $ (3,061,960    $ (4,383,753

Net realized gain (loss), net of income taxes

     2,415,387        13,934,910  

Net change in unrealized appreciation (depreciation), net of income taxes

     (48,372,049      2,384,282  
  

 

 

    

 

 

 

Net increase (decrease) in net assets resulting from operations

     (49,018,622      11,935,439  
  

 

 

    

 

 

 

Distributions to shareholders

     (3,241,651      (14,791,374

Tax return of capital to shareholders

     (21,523,467      (9,965,672
  

 

 

    

 

 

 

Total distributions

     (24,765,118      (24,757,046
  

 

 

    

 

 

 

Capital Stock Transactions:

 

Increase (decrease) in net assets from Fund share transactions

     400,659         
  

 

 

    

 

 

 

Total increase (decrease) in net assets

     (73,383,081      (12,821,607

Net Assets:

 

Beginning of year

     258,178,477        271,000,084  
  

 

 

    

 

 

 

End of year

   $ 184,795,396      $ 258,178,477  
  

 

 

    

 

 

 

 

 

See accompanying notes to financial statements.

 

18


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

STATEMENT OF CASH FLOWS

For the Year Ended November 30, 2019

 

Increase (Decrease) in Cash:

 

Cash Flows from Operating Activities:

 

Net increase (decrease) in net assets resulting from operations

   $ (49,018,622

Adjustments to reconcile net increase (decrease) in net assets resulting from
operations to net cash provided by operating activities:

  

Purchases of long-term investments

     (265,799,802

Proceeds from sales and maturities of long-term investments

     281,529,557  

Net purchases, sales and maturities of short-term investments

     2,802,916  

Return of capital on distributions

     22,590,938  

Net amortization of premium on investments in securities

     74,844  

Net increase in dividends, distributions and interest receivable and other assets

     (29,439

Net increase in interest expense payable, accrued expenses and other liabilities

     314,917  

Net change in unrealized depreciation on investments in securities

     48,372,099  

Net realized gain on investments in securities

     (2,392,545
  

 

 

 

Cash provided by operating activities

     38,444,863  
  

 

 

 

Cash Flows from Financing Activities:

 

Repayment on credit agreement

     (12,000,000

Dividends and Distributions paid

     (24,492,254

Net decrease in overdraft due to custodian

     (1,952,596
  

 

 

 

Cash used for financing activities

     (38,444,850
  

 

 

 

Increase (decrease) in cash

     13  

Cash at beginning of year (including foreign currency)

        
  

 

 

 

Cash at end of year (including foreign currency)

   $ 13  
  

 

 

 

Supplemental Disclosure of Cash Flow Information and Non-Cash Activities:

During the year ended November 30, 2019, interest paid was $3,296,617.

For the year ended November 30, 2019, reinvestment of dividends was $400,659.

 

See accompanying notes to financial statements.

 

19


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

FINANCIAL HIGHLIGHTS

The following table includes selected data for a share outstanding throughout each year and other performance information derived from the financial statements. It should be read in conjunction with the financial statements and notes thereto.

 

                                                                     
     For the Year Ended November 30,  

Per Share Operating Performance:

   2019      2018      2017      2016      2015a  

Net asset value, beginning of year

     $9.64        $10.11        $11.87        $13.01        $22.50  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (loss) from investment operations:

 

Net investment income (loss)b

     (0.11      (0.16      (0.15      (0.17      0.06  

Net realized and unrealized gain (loss)

     (1.73      0.61        (0.69      0.20        (8.24
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     (1.84      0.45        (0.84      0.03        (8.18
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less dividends and distributions to shareholders from:

 

Net investment income

     (0.12      (0.55      (0.20             (0.18

Tax return of capital

     (0.80      (0.37      (0.72      (1.17      (1.14
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total dividends and distributions to shareholders

     (0.92      (0.92      (0.92      (1.17      (1.32
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Anti-dilutive effect from the repurchase of shares

                                 0.01  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net increase (decrease) in net asset value

     (2.76      (0.47      (1.76      (1.14      (9.49
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net asset value, end of year

     $6.88        $9.64        $10.11        $11.87        $13.01  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Market value, end of year

     $6.89        $8.74        $9.38        $10.37        $11.09  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   

Total net asset value returnc

     –20.67      4.50      –7.27      2.75      –37.40
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total market value returnc

     –12.37      2.12      –1.52      5.31      –40.71
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   

Ratios/Supplemental Data:

 

Net assets, end of year (in millions)

     $184.8        $258.2        $271.0        $318.1        $348.6  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Ratios to average daily net assets:

 

Expensesd

     3.24      2.59      2.32      2.95      (0.74 )% 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Expenses (excluding deferred tax benefit/expense)

     3.24      2.59      2.32      2.95      2.47
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Expenses (excluding deferred tax benefit/expense and interest expense)

     1.80      1.66      1.66      2.16      1.73
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income (loss)d

     (1.23 )%       (1.52 )%       (1.25 )%       (1.63 )%       4.10
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income (loss) (excluding deferred tax benefit/expense allocated to realized and unrealized gain (loss))

     (1.23 )%       (1.52 )%       (1.25 )%       (1.63 )%       0.34
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Ratio of expenses to average daily managed assetsd,e

     2.21      1.87      1.74      2.09      (0.51 )% 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Portfolio turnover rate

     74      58      46      54      29
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

See accompanying notes to financial statements.

 

20


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

FINANCIAL HIGHLIGHTS—(Continued)

 

 

                                                                     
     For the Year Ended November 30,  

Credit Agreement

   2019      2018      2017      2016      2015a  

Asset coverage ratio for credit agreement

     276      321      358      403      255
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Asset coverage per $1,000 for credit agreement

     $2,760        $3,207        $3,581        $4,029        $2,549  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

a

Consolidated with Cohen & Steers MLP Investment Fund (the Subsidiary). After the close of business on November 30, 2015, all of the assets and liabilities of the Subsidiary were transferred to the Fund in a tax-free transaction.

b

Calculation based on average shares outstanding.

c

Total net asset value return measures the change in net asset value per share over the period indicated. Total market value return is computed based upon the Fund’s market price per share and excludes the effects of brokerage commissions. Dividends and distributions are assumed, for purposes of these calculations, to be reinvested at prices obtained under the Fund’s dividend reinvestment plan.

d

Ratio includes the deferred tax benefit/expense allocated to net investment income (loss) and the deferred tax benefit/expense allocated to realized and unrealized gain (loss), if any.

e

Average daily managed assets represent net assets plus the outstanding balance of the credit agreement.

 

See accompanying notes to financial statements.

 

21


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS

Note 1. Organization and Significant Accounting Policies

Cohen & Steers MLP Income and Energy Opportunity Fund, Inc. (the Fund) was incorporated under the laws of the State of Maryland on December 13, 2012 and is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a non-diversified, closed-end management investment company. The Fund’s investment objective is to provide attractive total return, comprised of high current income and price appreciation.

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The Fund is an investment company and, accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 946—Investment Companies. The accounting policies of the Fund are in conformity with accounting principles generally accepted in the United States of America (GAAP). The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Portfolio Valuation: Investments in securities that are listed on the New York Stock Exchange (NYSE) are valued, except as indicated below, at the last sale price reflected at the close of the NYSE on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the closing bid and ask prices on such day or, if no ask price is available, at the bid price.

Securities not listed on the NYSE but listed on other domestic or foreign securities exchanges (including NASDAQ) are valued in a similar manner. Securities traded on more than one securities exchange are valued at the last sale price reflected at the close of the exchange representing the principal market for such securities on the business day as of which such value is being determined. If after the close of a foreign market, but prior to the close of business on the day the securities are being valued, market conditions change significantly, certain non-U.S. equity holdings may be fair valued pursuant to procedures established by the Board of Directors.

Readily marketable securities traded in the over-the-counter (OTC) market, including listed securities whose primary market is believed by Cohen & Steers Capital Management, Inc. (the investment advisor) to be OTC, are valued on the basis of prices provided by a third-party pricing service or third-party broker-dealers when such prices are believed by the investment advisor, pursuant to delegation by the Board of Directors, to reflect the fair value of such securities.

Fixed-income securities are valued on the basis of prices provided by a third-party pricing service or third-party broker-dealers when such prices are believed by the investment advisor, pursuant to delegation by the Board of Directors, to reflect the fair value of such securities. The pricing services or broker-dealers use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services or broker-dealers may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services or broker-dealers also utilize proprietary valuation models which may consider market transactions in comparable securities and the various relationships between securities in determining fair value and/or characteristics such as benchmark

 

22


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

yield curves, option-adjusted spreads, credit spreads, estimated default rates, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features which are then used to calculate the fair values.

Short-term debt securities with a maturity date of 60 days or less are valued at amortized cost, which approximates fair value. Investments in open-end mutual funds are valued at net asset value (NAV).

The policies and procedures approved by the Fund’s Board of Directors delegate authority to make fair value determinations to the investment advisor, subject to the oversight of the Board of Directors. The investment advisor has established a valuation committee (Valuation Committee) to administer, implement and oversee the fair valuation process according to the policies and procedures approved annually by the Board of Directors. Among other things, these procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.

Securities for which market prices are unavailable, or securities for which the investment advisor determines that the bid and/or ask price or a counterparty valuation does not reflect market value, will be valued at fair value, as determined in good faith by the Valuation Committee, pursuant to procedures approved by the Fund’s Board of Directors. Circumstances in which market prices may be unavailable include, but are not limited to, when trading in a security is suspended, the exchange on which the security is traded is subject to an unscheduled close or disruption or material events occur after the close of the exchange on which the security is principally traded. In these circumstances, the Fund determines fair value in a manner that fairly reflects the market value of the security on the valuation date based on consideration of any information or factors it deems appropriate. These may include, but are not limited to, recent transactions in comparable securities, information relating to the specific security and developments in the markets.

Foreign equity fair value pricing procedures utilized by the Fund may cause certain non-U.S. equity holdings to be fair valued on the basis of fair value factors provided by a pricing service to reflect any significant market movements between the time the Fund values such securities and the earlier closing of foreign markets.

The Fund’s use of fair value pricing may cause the NAV of Fund shares to differ from the NAV that would be calculated using market quotations. Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

Fair value is defined as the price that the Fund would expect to receive upon the sale of an investment or expect to pay to transfer a liability in an orderly transaction with an independent buyer in the principal market or, in the absence of a principal market, the most advantageous market for the investment or liability. The hierarchy of inputs that are used in determining the fair value of the Fund’s investments is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

 

23


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

The inputs or methodology used for valuing investments may or may not be an indication of the risk associated with those investments. Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy.

The following is a summary of the inputs used as of November 30, 2019 in valuing the Fund’s investments carried at value:

 

    Total     Quoted Prices
in Active
Markets for
Identical
Investments
(Level 1)
    Other
Significant
Observable
Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
 

Master Limited Partnerships
and Related Companies:

       

Gathering & Processing

  $ 57,292,737     $ 56,036,697     $     $ 1,256,040 a 

Other Industries

    201,331,871       201,331,871              

Preferred Securities—$25 Par Value

    9,379,473       9,379,473              

Preferred Securities—Capital Securities

    18,198,771             18,198,771        

Short-Term Investments

    4,146,697             4,146,697        
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securitiesb

  $ 290,349,549     $ 266,748,041     $ 22,345,468     $ 1,256,040  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

a 

Private placement in a public equity has been fair valued by the Valuation Committee at a discount to quoted market price to reflect limited liquidity, pursuant to the Fund’s fair value procedures and classified as Level 3 security.

b 

Portfolio holdings are disclosed individually on the Schedule of Investments.

The following is a reconciliation of investments for which significant unobservable inputs (Level 3) were used in determining fair value:

 

     Master Limited Partnerships
and Related Companies
 

Balance as of November 30, 2018

   $ 2,765,184  

Purchases

     1,319,128  

Transfer out of Level 3a

     (704,064

Change in unrealized appreciation (depreciation)

     (2,124,208
  

 

 

 

Balance as of November 30, 2019

   $ 1,256,040  
  

 

 

 

 

a 

As of November 30, 2018, the Fund used significant unobservable inputs in determining the value of this investment. As of November 30, 2019, the Fund used a quoted price in determining the value of the same investment, which resulted from the registration of these shares.

 

24


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

The change in unrealized appreciation (depreciation) attributable to securities owned on November 30, 2019 which were valued using significant unobservable inputs (Level 3) amounted to $(63,088).

The following table summarizes the quantitative inputs and assumptions used for investments categorized in Level 3 of the fair value hierarchy.

 

    Fair Value at
November 30,

2019
    Valuation
Technique
    Unobservable
Inputs
    Input
Value
 

Master Limited Partnerships and Related Companies:

       

Gathering & Processing

  $ 1,256,040      
Market Price
Less Discount

 
   
Liquidity
Discount

 
    5.48

The significant unobservable input utilized in the fair value measurement of the Fund’s Level 3 equity investment is a discount to the quoted market price of the issuer’s unrestricted equity security to reflect limited liquidity. Significant changes in these inputs may result in a materially higher or lower fair value measurement.

Security Transactions and Investment Income: Security transactions are recorded on trade date. Realized gains and losses on investments sold are recorded on the basis of identified cost. Interest income, which includes the amortization of premiums and accretion of discounts, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date, except for certain dividends on foreign securities, which are recorded as soon as the Fund is informed after the ex-dividend date. Distributions from Master Limited Partnerships (MLPs) and related companies are recorded as income and return of capital based on information reported by the MLPs and related companies as well as management’s estimates of such amounts based on historical information. These estimates are adjusted when the actual source of distributions is disclosed by the MLPs and related companies. Actual amounts may differ from the estimated amounts. For the year ended November 30, 2019, the Fund has estimated approximately 88.5% of distributions from MLPs and related companies as return of capital.

Master Limited Partnerships: Entities commonly referred to as MLPs are generally organized under state law as limited partnerships or limited liability companies. The Fund invests in MLPs receiving partnership taxation treatment under the Internal Revenue Code of 1986, as amended (the Code), and whose interest or “units” are traded on securities exchanges like shares of corporate stock. To be treated as a partnership for U.S. federal income tax purposes, an MLP whose units are traded on a securities exchange must receive at least 90% of its income from qualifying sources such as interest, dividends, real property rents, gains on dispositions of real property, income and gains from mineral or natural resources activities, income and gains from the transportation or storage of certain fuels, and, in certain circumstances, income and gains from commodities or futures, forwards and options on commodities. Mineral or natural resources activities include exploration, development, production, processing, mining, refining, marketing and transportation (including pipelines) of oil and gas, minerals, geothermal energy, fertilizer, timber or industrial source carbon dioxide. An MLP consists of a general partner and limited partners (or in the case of MLPs organized as limited liability companies, a managing member and members). The general partner or managing member typically controls the operations and management

 

25


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

of the MLP and has an ownership stake in the partnership or limited liability company. The limited partners or members, through their ownership of limited partner or member interests, provide capital to the entity, are intended to have no role in the operation and management of the entity and receive cash distributions. The Fund’s investments in MLPs consist only of limited partner or member interests ownership. The MLPs themselves generally do not pay U.S. federal income taxes and unlike investors in corporate securities, direct MLP investors are generally not subject to double taxation (i.e., corporate level tax and tax on corporate dividends). Currently, most MLPs operate in the energy and/or natural resources sector.

Foreign Currency Translation: The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollars based upon prevailing exchange rates on the respective dates of such transactions. The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

Net realized foreign currency transaction gains or losses arise from sales of foreign currencies, (excluding gains and losses on forward foreign currency exchange contracts, which are presented separately, if any) currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency translation gains and losses arise from changes in the values of assets and liabilities, other than investments in securities, on the date of valuation, resulting from changes in exchange rates. Pursuant to U.S. federal income tax regulations, certain foreign currency gains/losses included in realized and unrealized gains/losses are included in or are a reduction of ordinary income for federal income tax purposes.

Dividends and Distributions to Shareholders: The Fund makes regular monthly distributions pursuant to the Policy. Dividends from net investment income, if any, are declared quarterly and paid monthly. Dividends and distributions to shareholders are recorded on the ex-dividend date and are automatically reinvested in full and fractional shares of the Fund in accordance with the Fund’s Reinvestment Plan, unless the shareholder has elected to have them paid in cash.

Distributions paid by the Fund are subject to recharacterization for tax purposes. Based upon the results of operations for the year ended November 30, 2019, a significant portion of the distributions have been characterized as distributions from tax return of capital.

Income Taxes: The Fund, which is treated as a C corporation for U.S. Federal income tax purposes, is obligated to pay federal and state income tax on its taxable income. The Fund invests its assets primarily in MLPs, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, the Fund reports its allocable share of the MLPs taxable income in computing its own taxable income. Deferred income taxes reflect (i) taxes on unrealized gains (losses), which are attributable to the temporary difference between fair market value and tax basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and (iii) the net tax benefit of accumulated net

 

26


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

operating and capital losses. To the extent the Fund has a deferred tax asset, consideration is given as to whether or not a valuation allowance, which would offset some or all of the deferred tax asset, is required. A valuation allowance is required if based on the evaluation criterion provided by ASC 740, Income Taxes, it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, the duration of statutory carryforward periods and the associated risk that operating and capital loss carryforwards may expire unused. From time to time, as new information becomes available, the Fund modifies its estimates or assumptions regarding the deferred tax asset or liability.

For all open tax years and for all major jurisdictions, management of the Fund has analyzed and concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Furthermore, management of the Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund’s tax positions for the tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and by state departments of revenue.

Note 2. Investment Advisory Fees, Administration Fees and Other Transactions with Affiliates

Investment Advisory Fees: Cohen & Steers Capital Management, Inc. serves as the Fund’s investment advisor pursuant to an investment advisory agreement (the investment advisory agreement). Under the terms of the investment advisory agreement, the investment advisor provides the Fund with day-to-day investment decisions and generally manages the Fund’s investments in accordance with the stated policies of the Fund, subject to the supervision of the Board of Directors.

For the services provided to the Fund, the investment advisor receives a fee, accrued daily and paid monthly, at the annual rate of 1.00% of the average daily managed assets of the Fund. Managed assets are equal to the net assets of the common shares plus the amount of any borrowings, used for leverage, outstanding.

Under subadvisory agreements between the investment advisor and each of Cohen & Steers Asia Limited and Cohen & Steers UK Limited (collectively, the subadvisors), affiliates of the investment advisor, the subadvisors are responsible for managing the Fund’s investments in certain non-U.S. holdings. For their services provided under the subadvisory agreements, the investment advisor (not the Fund) pays the subadvisors. The investment advisor allocates 50% of the investment advisory fee received from the Fund among itself and each subadvisor based on the portion of the Fund’s average daily managed assets managed by the investment advisor and each subadvisor.

Administration Fees: The Fund has entered into an administration agreement with the investment advisor under which the investment advisor performs certain administrative functions for the Fund and receives a fee, accrued daily and paid monthly, at the annual rate of 0.08% of the average daily managed assets of the Fund. For the year ended November 30, 2019, the Fund incurred $292,621 in fees under this administration agreement. Additionally, the Fund pays State Street Bank and Trust Company as co-administrator under a fund accounting and administration agreement.

 

27


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Directors’ and Officers’ Fees: Certain directors and officers of the Fund are also directors, officers and/or employees of the investment advisor. The Fund does not pay compensation to directors and officers affiliated with the investment advisor except for the Chief Compliance Officer, who received compensation from the investment advisor, which was reimbursed by the Fund, in the amount of $3,543 for the year ended November 30, 2019.

Note 3. Purchases and Sales of Securities

Purchases and sales of securities, excluding short-term investments, for the year ended November 30, 2019, totaled $261,949,476 and $275,723,069, respectively.

Note 4. Income Tax Information

The tax character of dividends and distributions paid was as follows:

 

     For the Year Ended
November 30,
 
     2019        2018  

Ordinary income

   $ 3,241,651        $ 14,791,374  

Return of capital

     21,523,467          9,965,672  
  

 

 

      

 

 

 

Total dividends and distributions

   $ 24,765,118        $ 24,757,046  
  

 

 

      

 

 

 

As of November 30, 2019, the federal tax cost and net unrealized appreciation (depreciation) in value of investments held were as follows:

 

Cost of investments in securities for federal income tax purposes

  $ 312,193,121  
 

 

 

 

Gross unrealized appreciation on investments

  $ 29,985,416  

Gross unrealized depreciation on investments

    (51,828,975
 

 

 

 

Net unrealized appreciation (depreciation) on investments

  $ (21,843,559
 

 

 

 

The Fund’s income tax expense/(benefit) for the year ended November 30, 2019 consists of the following:

 

     Deferred  

Federal

   $ (10,447,467

State

     (747,427

Valuation allowance

     11,194,894  
  

 

 

 

Total tax expense/(benefit)

   $  
  

 

 

 

 

28


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting and tax purposes. Components of the Fund’s deferred tax assets and liabilities as of November 30, 2019, are as follows:

 

Deferred tax assets:

  

Net operating loss

   $ 21,609,630  

Capital loss carryforward

     12,681,151  

Passive activity losses

     136,284  

Unrealized loss on investments

     4,968,890  

Other

     123,889  

Valuation allowance

     (39,519,844
  

 

 

 

Total deferred tax asset

   $  
  

 

 

 

Other deferred tax assets represents net operating and capital losses for certain MLP securities held in the portfolio at November 30, 2019 which will be available upon disposition of these securities.

The Fund reviews the recoverability of its deferred tax assets based upon the weight of the available evidence. When assessing, the Fund’s management considers available carrybacks, reversing temporary taxable differences, and tax planning, if any. As a result of management’s analysis of the recoverability of the Fund’s deferred tax assets, as of November 30, 2019, the Fund recorded a valuation allowance of $39,519,844. The Fund will continue to assess the need for a valuation allowance in the future. Significant increases in the fair value of its portfolio of investments may change the Fund’s assessment of the recoverability of these assets and may result in the removal of the valuation allowance against all or a portion of the Fund’s gross deferred tax assets.

Total income tax expense/(benefit) (current and deferred) has been computed by applying the federal statutory income tax rate of 21% plus a blended state income tax rate of 1.7% to the Fund’s net investment income and realized and unrealized gains (losses) on investments before taxes for the year ended November 30, 2019, as follows:

 

     Deferred  

Application of statutory income tax expense

   $ (10,293,911

State income taxes, net of federal benefit

     (829,444

Tax benefit on permanent items

     (166,223

Change in estimated state deferred tax rate

     94,684  

Change in valuation allowance

     11,194,894  
  

 

 

 

Total tax expense/(benefit)

   $  
  

 

 

 

The Fund’s tax expense or benefit, if any, is included in the Statement of Operations based on the component of income or gains (losses) to which such expense or benefit relates.

The Fund has net operating loss (NOL) carryforwards of $95,131,077 that are available to offset future taxable income. Under current tax law, NOLs have different carryback and carryforward periods and limitations depending on the date incurred. NOLs generated in tax years ending prior to

 

29


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

December 31, 2017 can be carried back 2 years and forward 20 years. NOLs generated in tax years ending after December 31, 2017 cannot be carried back but can be carried forward indefinitely. Additionally, the utilization of NOLs generated in tax years ending after December 31, 2018 will be limited to the lesser of the total available NOLs or 80% of taxable income. The Fund has NOL carryforwards for federal income tax purposes as follows:

 

Year Ended

      Amount        

Expiration

11/30/2013     $ 1,343,285       November 30, 2033
11/30/2014       19,633,915       November 30, 2034
11/30/2015       36,870,973       November 30, 2035
11/30/2016       9,144,606       November 30, 2036
11/30/2017       17,021,291       November 30, 2037
11/30/2018       10,329,019       Indefinite
11/30/2019       787,988       Indefinite

Net capital loss carryforwards of $55,883,548 are available to offset future capital gains. Capital loss carryforwards can be carried forward for 5 years and, accordingly, would begin to expire as of November 30, 2021. The Fund has net capital loss carryforwards for federal income tax purposes as follows:

 

Year Ended

      Amount        

Expiration

11/30/2016     $ 55,883,548       November 30, 2021

During the year ended November 30, 2019, the Fund utilized net capital loss carryforwards of $6,738,979.

Note 5. Capital Stock

The Fund is authorized to issue 250 million shares of common stock at a par value of $0.001 per share.

During the year ended November 30, 2019, the Fund issued 47,769 shares of common stock at $400,659 for the reinvestment of dividends. During the year ended November 30, 2018, the Fund did not issue shares of common stock for the reinvestment of dividends.

On December 4, 2018, the Board of Directors approved the continuation of the delegation of its authority to management to effect repurchases, pursuant to management’s discretion and subject to market conditions and investment considerations, of up to 10% of the Fund’s common shares outstanding (Share Repurchase Program) as of January 1, 2019 through December 31, 2019. On December 10, 2019, the Board of Directors of the Fund approved continuation of the Share Repurchase Program of up to 10% of the Fund’s common shares outstanding as of January 1, 2020 through December 31, 2020.

During the year ended November 30, 2019 and the year ended November 30, 2018, the Fund did not effect any repurchases.

 

30


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Note 6. Borrowings

The Fund has entered into an amended and restated credit agreement (the credit agreement) with BNP Paribas Prime Brokerage International, Ltd. (BNPP) in which the Fund pays a monthly financing charge based on a combination of LIBOR-based variable and fixed rates. The Fund may pay a fee of 0.45% per annum on any unused portion of the credit agreement. Under the amended agreement, the Fund may draw on the credit line up to the maximum $225,000,000 commitment amount on one day’s notice to, and with approval by, BNPP and subject to 1940 Act limitations.

BNPP may not change certain terms of the credit agreement except upon 360 days’ notice. Also, if the Fund violates certain other conditions, the credit agreement may be terminated. The Fund is required to pledge portfolio securities as collateral in an amount up to two times the loan balance outstanding (or more depending on the terms of the credit agreement) and has granted a security interest in the securities pledged to, and in favor of, BNPP as security for the loan balance outstanding.

If the Fund fails to meet certain requirements, or maintain other financial covenants required under the credit agreement, the Fund may be required to repay immediately, in part or in full, the loan balance outstanding under the credit agreement, necessitating the sale of portfolio securities at potentially inopportune times. The Fund may, upon prior written notice to BNPP, prepay all or a portion of the fixed rate portions of the credit facility. The Fund may have to pay a breakage fee with respect to a prepayment of all or a portion of the fixed rate financing under the credit facility.

On November 25, 2019, the Fund paid down the $12,000,000 variable-rate tranche under the credit agreement with BNPP.

As of November 30, 2019, the Fund had outstanding borrowings of $105,000,000. During the year ended November 30, 2019, the Fund borrowed an average daily balance of $116,802,740 at a weighted average borrowing cost of 3.1%.

Note 7. Other Risks

MLP Investment Risk: An investment in MLPs involves risks that differ from a similar investment in equity securities, such as common stock, of a corporation. Holders of equity securities issued by MLPs have the rights typically afforded to limited partners in a limited partnership. As compared to common shareholders of a corporation, holders of such equity securities have more limited control and limited rights to vote on matters affecting the partnership. MLPs may have additional expenses, as some MLPs pay incentive distribution fees to their general partners. Additionally, conflicts of interest may exist among common unit holders, subordinated unit holders and the general partner or managing member of an MLP; for example, a conflict may arise as a result of incentive distribution payments.

MLPs may have comparatively smaller capitalizations relative to issuers whose securities are included in major benchmark indexes which presents unique investment risks. MLPs and other small capitalization companies often have limited product lines, markets, distribution channels or financial resources, and the management of such companies may be dependent upon one or a few key people. The market movements of equity securities issued by MLPs and other small capitalization companies may be more abrupt or erratic than the market movements of equity securities of larger, more established companies or the stock market in

 

31


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

general. MLPs and other smaller capitalization companies have sometimes gone through extended periods when they did not perform as well as larger companies. In addition, equity securities of smaller capitalization companies generally are less liquid than those of larger companies. This means that the Fund could have greater difficulty selling such securities at the time and price that the Fund would like.

MLPs are subject to significant regulation and may be adversely affected by changes in the regulatory environment. The value of MLPs depends largely on the MLPs being treated as partnerships for U.S. federal income tax purposes. If MLPs were subject to U.S. federal income taxation as a corporation, the MLPs would be required to pay U.S. federal income tax on their taxable income which would have the effect of reducing the amount of cash available for distribution to the MLP unitholders. This would also cause any such distributions received by the Fund to be taxed as dividend income to the extent of the MLP’s current or accumulated earnings and profits. As a result, after-tax returns could be reduced, which could cause a decline in the value of MLPs.

Energy Sector Risk: The Fund is subject to more risks related to the energy sector than if the Fund were more broadly diversified over numerous sectors of the economy. A downturn in the energy sector of the economy could have a larger impact on the Fund than on an investment company that does not concentrate in the sector. In addition, there are several specific risks associated with investments in the energy sector, including the following: Commodity Price Risk, Depletion Risk, Supply and Demand Risk, Regulatory Risk, Acquisition Risk, Weather Risks, Exploration Risk, Catastrophic Event Risk, Interest Rate Transaction Risk, Affiliated Party Risk and Limited Partner Risk and Risks of Subordinated MLP Units. MLPs which invest in the energy industry may be highly volatile due to significant fluctuation in the prices of energy commodities as well as political and regulatory developments.

Market Volatility Risk: Under normal market conditions, the Fund will invest at least 80% of its managed assets in energy-related MLPs and companies that are involved in the exploration, production, gathering, transportation, processing, storage, refining, distribution or marketing of natural gas, natural gas liquids (including propane), crude oil, refined petroleum products, coal or other energy sources (Related Companies). The Fund’s strategy of focusing its investments in MLPs and Related Companies means that the performance of the Fund will be closely tied to the performance of the energy infrastructure industry. Market volatility in the energy markets may significantly affect the performance of the energy infrastructure industry, as well as the performance of the MLPs and Related Companies in which the Fund invests. In addition, volatility in the energy markets may affect the ability of MLPs and Related Companies to finance capital expenditures and new acquisitions and to maintain or increase distributions to investors due to a lack of access to capital.

Interest Rate Risk to MLPs and Related Companies: Rising interest rates could increase the costs of capital thereby increasing operating costs and reducing the ability of MLPs and other entities operating in the energy sector to carry out acquisitions or expansions in a cost-effective manner. As a result, rising interest rates could negatively affect the financial performance of MLPs and other entities operating in the energy sector. Rising interest rates may also impact the price of the securities of MLPs and other entities operating in the energy sector as the yields on alternative investments increase. These risks may be greater in the current market environment because certain interest rates are at historically low levels.

 

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COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Counterparty Risk: Weakening energy market fundamentals may increase counterparty risk and impact MLP profitability. Specifically, energy companies suffering financial distress may be able to abrogate contracts with MLPs, decreasing or eliminating sources of revenue.

Liquidity Risk: Although the equity securities, including those of the MLPs, in which the Fund invests generally trade on major stock exchanges, certain securities may trade less frequently, particularly those of MLPs and other issuers with smaller capitalizations. Securities with limited trading volumes may display volatile or erratic price movements. Also, the Fund may be one of the largest investors in certain sub-sectors of the energy or natural resource sectors. Thus, it may be more difficult for the Fund to buy and sell significant amounts of such securities without an unfavorable impact on prevailing market prices. Larger purchases or sales of these securities by the Fund in a short period of time may cause abnormal movements in the market price of these securities. As a result, these securities may be difficult to dispose of at a fair price at the times when the investment advisor believes it is desirable to do so.

Leverage Risk: The use of leverage is a speculative technique and there are special risks and costs associated with leverage. The NAV of the Fund’s shares may be reduced by the issuance and ongoing costs of leverage. So long as the Fund is able to invest in securities that produce an investment yield that is greater than the total cost of leverage, the leverage strategy will produce higher current net investment income for the shareholders. On the other hand, to the extent that the total cost of leverage exceeds the incremental income gained from employing such leverage, shareholders would realize lower net investment income. In addition to the impact on net income, the use of leverage will have an effect of magnifying capital appreciation or depreciation for shareholders. Specifically, in an up market, leverage will typically generate greater capital appreciation than if the Fund were not employing leverage. Conversely, in down markets, the use of leverage will generally result in greater capital depreciation than if the Fund had been unlevered. To the extent that the Fund is required or elects to reduce its leverage, the Fund may need to liquidate investments, including under adverse economic conditions which may result in capital losses potentially reducing returns to shareholders. The use of leverage also results in the investment advisory fees payable to the investment advisor being higher than if the Fund did not use leverage and can increase operating costs, which may reduce total return. There can be no assurance that a leveraging strategy will be successful during any period in which it is employed.

Foreign (Non-U.S.) Securities Risk: The Fund directly purchases securities of foreign issuers. Risks of investing in foreign securities, which can be expected to be greater for investments in emerging markets, include currency risks, future political and economic developments and possible imposition of foreign withholding taxes on income or proceeds payable on the securities. In addition, there may be less publicly available information about a foreign issuer than about a domestic issuer, and foreign issuers may not be subject to the same accounting, auditing and financial recordkeeping standards and requirements as domestic issuers. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than securities of comparable U.S. issuers.

Non-Diversification Risk: As a “non-diversified” investment company, the Fund can invest in fewer individual companies than a diversified investment company. As a result, the Fund is more susceptible to any single political, regulatory or economic occurrence and to the financial condition of individual issuers in which it invests. The Fund’s relative lack of diversity may subject investors to greater risk of loss than a fund that has a diversified portfolio.

 

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COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Preferred Securities Risk: Preferred securities are subject to credit risk, which is the risk that a security will decline in price, or the issuer of the security will fail to make dividend, interest or principal payments when due, because the issuer experiences a decline in its financial status. Preferred securities are also subject to interest rate risk and may decline in value because of changes in market interest rates. The Fund may be subject to a greater risk of rising interest rates than would normally be the case in an environment of low interest rates and the effect of potential government fiscal policy initiatives and resulting market reaction to those initiatives. In addition, an issuer may be permitted to defer or omit distributions. Preferred securities are also generally subordinated to bonds and other debt instruments in a company’s capital structure. During periods of declining interest rates, an issuer may be able to exercise an option to redeem (call) its issue at par earlier than scheduled, and the Fund may be forced to reinvest in lower yielding securities. Certain preferred securities may be substantially less liquid than many other securities, such as common stocks. Generally, preferred security holders have no voting rights with respect to the issuing company unless certain events occur. Certain preferred securities may give the issuers special redemption rights allowing the securities to be redeemed prior to a specified date if certain events occur, such as changes to tax or securities laws.

Geopolitical Risk: Occurrence of global events similar to those in recent years, such as war, terrorist attacks, natural or environmental disasters, country instability, infectious disease epidemics, market instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers and other governmental trade or market control programs, the potential exit of a country from its respective union and related geopolitical events, may result in market volatility and may have long-lasting impacts on both the U.S. and global financial markets. Additionally, those events, as well as other changes in foreign and domestic political and economic conditions, could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, secondary trading, credit ratings, inflation, investor sentiment and other factors affecting the value of the Fund’s investments.

On March 29, 2017, the United Kingdom (UK) formally notified the European Council of its intention to leave the EU and commenced the formal process of withdrawing from the EU (referred to as Brexit). Brexit has resulted in volatility in European and global markets and could have negative long-term impacts on financial markets in the UK and throughout Europe. There is considerable uncertainty about the potential consequences and precise timeframe for Brexit, how it will be conducted, how negotiations of trade agreements will proceed, and how the financial markets will react. Recent parliamentary elections and parliamentary votes in the UK have increased the likelihood of withdrawal in the near future, as early as January 31, 2020; however, there remains uncertainty as to the terms of an eventual Brexit. As this process continues to unfold, markets may be further disrupted. Given the size and importance of the UK’s economy, uncertainty about its legal, political and economic relationship with the remaining member states of the EU may continue to be a source of instability.

Growing tensions, including trade disputes, between the United States and other nations, or among foreign powers, and possible diplomatic, trade or other sanctions could adversely impact the global economy, financial markets and the Fund. The strengthening or weakening of the U.S. dollar relative to other currencies may, among other things, adversely affect the Fund’s investments denominated in non-U.S. dollar currencies. It is difficult to predict when similar events affecting the U.S.

 

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COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

or global financial markets may occur, the effects that such events may have, and the duration of those effects.

Regulatory Risk: The U.S. government has proposed and adopted multiple regulations that could have a long-lasting impact on the Fund and on the mutual fund industry in general. The U.S. Securities and Exchange Commission’s (SEC) final rules and amendments that modernize reporting and disclosure, along with other potential upcoming regulations, could, among other things, restrict the Fund’s ability to engage in transactions, and/or increase overall expenses of the Fund. In addition, the SEC, Congress, various exchanges and regulatory and self-regulatory authorities, both domestic and foreign, have undertaken reviews of the use of derivatives by registered investment companies, which could affect the nature and extent of instruments used by the Fund. While the full extent of all of these regulations is still unclear, these regulations and actions may adversely affect both the Fund and the instruments in which the Fund invests and its ability to execute its investment strategy. Similarly, regulatory developments in other countries may have an unpredictable and adverse impact on the Fund.

LIBOR Risk: Many financial instruments may be tied to the London Interbank Offered Rate, or “LIBOR,” to determine payment obligations, financing terms, hedging strategies, or investment value. LIBOR is the offered rate for short-term Eurodollar deposits between major international banks. On July 27, 2017, the head of the UK Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. Regulators and industry working groups have suggested alternative reference rates, but global consensus is lacking and the process for amending existing contracts or instruments to transition away from LIBOR remains unclear. There also remains uncertainty and risk regarding the willingness and ability of issuers and lenders to include enhanced provisions in new and existing contracts or instruments. As such, the transition away from LIBOR may lead to increased volatility and illiquidity in markets that are tied to LIBOR, reduced values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and reduced effectiveness of hedging strategies, adversely affecting the Fund’s performance or NAV. In addition, the alternative reference rate may be an ineffective substitute resulting in prolonged adverse market conditions for the Fund.

Note 8. Other

In the normal course of business, the Fund enters into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future and, therefore, cannot be estimated; however, based on experience, the risk of material loss from such claims is considered remote.

Note 9. New Accounting Guidance

In August 2018, the Financial Accounting Standards Board (FASB) issued a new Accounting Standards Update (ASU) No. 2018-13, “Fair Value Measurement (Topic 820), Disclosure Framework–Changes to the Disclosure Requirements for Fair Value Measurement”. The amendments to ASU 2018-13 are intended to improve the effectiveness of disclosures in the notes to financial

 

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COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

statements through modifications to disclosure requirements on fair value measurements. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Fund has adopted the amended disclosures permissible under the update. The adoption had no effect on the Fund’s net assets or results of operations.

Note 10. Subsequent Events

On December 18, 2019, the Board of Directors of the Fund announced distributions for January, February and March 2020, decreasing the Fund’s monthly distribution from $0.077 to $0.060 per share to reflect current market conditions.

Management has evaluated events and transactions occurring after November 30, 2019 through the date that the financial statements were issued, and has determined that no additional disclosure in the financial statements is required.

 

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COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Cohen & Steers MLP Income and Energy Opportunity Fund, Inc.

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Cohen & Steers MLP Income and Energy Opportunity Fund, Inc. (the “Fund”) as of November 30, 2019, the related statements of operations and cash flows for the year ended November 30, 2019, the statement of changes in net assets for each of the two years in the period ended November 30, 2019, including the related notes, and the financial highlights for each of the five years in the period ended November 30, 2019 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of November 30, 2019, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period ended November 30, 2019 and the financial highlights for each of the five years in the period ended November 30, 2019 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of November 30, 2019 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

New York, New York

January 24, 2020

We have served as the auditor of one or more investment companies in the Cohen & Steers family of mutual funds since 1991.

 

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COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

AVERAGE ANNUAL TOTAL RETURNS

(Periods ended November 30, 2019) (Unaudited)

 

Based on Net Asset Value           Based on Market Value  
One Year     5 Years     Since Inception
(3/26/13)
          One Year     5 Years     Since Inception
(3/26/13)
 
  –20.67%       –13.14%       –6.40%         –12.37%       –11.26%       –7.03%  

The performance data quoted represent past performance. Past performance is no guarantee of future results. The investment return will vary and the principal value of an investment will fluctuate and shares, if sold, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Performance results reflect the effect of leverage from utilization of borrowings under a credit agreement. Current total returns of the Fund can be obtained by visiting our website at cohenandsteers.com. The Fund’s returns assume the reinvestment of all dividends and distributions at prices obtained under the Fund’s dividend reinvestment plan.

REINVESTMENT PLAN

The Fund has a dividend reinvestment plan commonly referred to as an “opt-out” plan (the Plan). Each common shareholder who participates in the Plan will have all distributions of dividends and capital gains (Dividends) automatically reinvested in additional common shares by Computershare as agent (the Plan Agent). Shareholders who elect not to participate in the Plan will receive all Dividends in cash paid by check mailed directly to the shareholder of record (or if the shares are held in street or other nominee name, then to the nominee) by the Plan Agent, as dividend disbursing agent. Shareholders whose common shares are held in the name of a broker or nominee should contact the broker or nominee to determine whether and how they may participate in the Plan.

The Plan Agent serves as agent for theshareholders in administering the Plan. After the Fund declares a Dividend, the Plan Agent will, as agent for the shareholders, either: (i) receive the cash payment and use it to buy common shares in the open market, on the NYSE or elsewhere, for the participants’ accounts or (ii) distribute newly issued common shares of the Fund on behalf of the participants.

The Plan Agent will receive cash from the Fund with which to buy common shares in the open market if, on the Dividend payment date, the net asset value (NAV) per share exceeds the market price per share plus estimated brokerage commissions on that date. The Plan Agent will receive the Dividend in newly issued common shares of the Fund if, on the Dividend payment date, the market price per share plus estimated brokerage commissions equals or exceeds the NAV per share of the Fund on that date. The number of shares to be issued will be computed at a per share rate equal to the greater of (i) the NAV or (ii) 95% of the closing market price per share on the payment date.

If the market price per share is less than the NAV on a Dividend payment date, the Plan Agent will have until the last business day before the next ex-dividend date for the common stock, but in no event more than 30 days after the Dividend payment date (as the case may be, the Purchase Period), to invest the Dividend amount in shares acquired in open market purchases. If at the close of business on any day during the Purchase Period on which NAV is calculated the NAV equals or is less than the market price per share plus estimated brokerage commissions, the Plan Agent will cease making open

 

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COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

market purchases and the uninvested portion of such Dividends shall be filled through the issuance ofnew shares of common stock from the Fund at the price set forth in the immediately preceding paragraph.

Participants in the Plan may withdraw from the Plan upon notice to the Plan Agent. Such withdrawal will be effective immediately if received not less than ten days prior to a Dividend record date; otherwise, it will be effective for all subsequent Dividends. If any participant elects to have the Plan Agent sell all or part of his or her shares and remit the proceeds, the Plan Agent is authorized to deduct a $15.00 fee plus $0.10 per share brokerage commissions.

The Plan Agent’s fees for the handling of reinvestment of Dividends will be paid by the Fund. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open market purchases in connection with the reinvestment of Dividends. The automatic reinvestment of Dividends will not relieve participants of any income tax that may be payable or required to be withheld on such Dividends.

The Fund reserves the right to amend or terminate the Plan. All correspondence concerning the Plan should be directed to the Plan Agent at 800-432-8224.

OTHER INFORMATION

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling 800-330-7348, (ii) on our website at cohenandsteers.com or (iii) on the Securities and Exchange Commission’s (the SEC) website at http://www.sec.gov. In addition, the Fund’s proxy voting record for the most recent 12-month period ended June 30 is available by August 31 of each year (i) without charge, upon request, by calling 800-330-7348 or (ii) on the SEC’s website at http://www.sec.gov.

Disclosures of the Fund’s complete holdings are required to be made monthly on Form N-PORT, with every third month made available to the public by the SEC 60 days after the end of the Fund’s fiscal quarter. Previously, the Fund filed its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q, which has now been rescinded. Both the Fund’s Form N-Q and Form N-PORT are available (i) without charge, upon request, by calling 800-330-7348 or (ii) on the SEC’s website at http://www.sec.gov.

Please note that distributions paid by the Fund to shareholders are subject to recharacterization for tax purposes and are taxable up to the amount of the Fund’s current or accumulated earnings and profits. Distributions in excess of the Fund’s current earnings and profits are a return of capital distributed from the Fund’s assets. The final tax treatment of all distributions is reported to shareholders on their 1099-DIV forms, which are mailed after the close of each calendar year. Distributions of capital decrease the Fund’s total assets and, therefore, could have the effect of increasing the Fund’s expense ratio. In addition, in order to make these distributions, the Fund may have to sell portfolio securities at a less than opportune time.

Notice is hereby given in accordance with Rule 23c-1 under the 1940 Act that the Fund may purchase, from time to time, shares of its common stock in the open market.

 

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COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

APPROVAL OF INVESTMENT ADVISORY AND SUBADVISORY AGREEMENTS

The Board of Directors of the Fund, including a majority of the directors who are not parties to the Fund’s investment advisory agreement and subadvisory agreements (the Advisory Agreements), or interested persons of any such party (the Independent Directors), has the responsibility under the Investment Company Act of 1940 to approve the Fund’s Advisory Agreements for their initial two-year term and their continuation annually thereafter at a meeting of the Board of Directors called for the purpose of voting on the approval or continuation. The Advisory Agreements were discussed at a meeting of the Independent Directors, in their capacity as the Contract Review Committee, held on June 4, 2019 and at meetings of the full Board of Directors held in person on March 19, 2019 and June 11, 2019. At the meeting of the full Board of Directors on June 11, 2019, the Advisory Agreements were unanimously continued for a term ending June 30, 2020 by the Fund’s Board of Directors, including the Independent Directors. The Independent Directors were represented by independent counsel who assisted them in their deliberations during the meetings and executive sessions.

In considering whether to continue the Advisory Agreements, the Board of Directors reviewed materials provided by an independent data provider, which included, among other things, fee, expense and performance information compared to peer funds (the Peer Funds) and performance comparisons to a larger category universe; summary information prepared by the Fund’s investment advisor (the Investment Advisor); and a memorandum from Fund counsel outlining the legal duties of the Board of Directors. The Board of Directors also spoke directly with representatives of the independent data provider and met with investment advisory personnel. In addition, the Board of Directors considered information provided from time to time by the Investment Advisor throughout the year at meetings of the Board of Directors, including presentations by portfolio managers relating to the investment performance of the Fund and the investment strategies used in pursuing the Fund’s objective. In particular, the Board of Directors considered the following:

(i) The nature, extent and quality of services to be provided by the Investment Advisor and the Subadvisors: The Board of Directors reviewed the services that the Investment Advisor and the sub-investment advisors (the Subadvisors) provide to the Fund, including, but not limited to, making the day-to-day investment decisions for the Fund, placing orders for the investment and reinvestment of the Fund’s assets, furnishing information to the Board of Directors of the Fund regarding the Fund’s portfolio, providing individuals to serve as Fund officers, and, for the Investment Advisor, generally managing the Fund’s investments in accordance with the stated policies of the Fund. The Board of Directors also discussed with officers and portfolio managers of the Fund the types of investments made on behalf of the Fund. Additionally, the Board of Directors took into account the services provided by the Investment Advisor and the Subadvisors to other funds and accounts, including those that have investment objectives and strategies similar to those of the Fund. The Board of Directors also considered the education, background and experience of the Investment Advisor’s and Subadvisors’ personnel, particularly noting the potential benefit that the portfolio managers’ work experience and favorable reputation can have on the Fund. The Board of Directors further noted the Investment Advisor’s and Subadvisors’ ability to attract qualified and experienced personnel. The Board of Directors also considered the administrative services provided by the Investment Advisor, including compliance and accounting services. After consideration of the above factors, among others, the Board of Directors concluded that the nature, extent and quality of services provided by the Investment Advisor and Subadvisors are satisfactory and appropriate.

 

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COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

(ii) Investment performance of the Fund and the Investment Advisor and Subadvisors: The Board of Directors considered the investment performance of the Fund compared to Peer Funds and compared to a relevant broad-based benchmark and a relevant blended benchmark. The Board of Directors noted that the Fund outperformed the Peer Funds’ median for the one-, three-, and five-year periods ended March 31, 2019, ranking the Fund in the first, second and second quintiles, respectively. The Board of Directors noted that the Fund outperformed the broad-based benchmark and the blended benchmark for the one- and three-year periods ended March 31, 2019 and underperformed the broad-based benchmark and the blended benchmark for the five-year period ended March 31, 2019. The Board of Directors engaged in discussions with the Investment Advisor regarding the contributors to and detractors from the Fund’s performance during the period, as well as the impact of leverage on the Fund’s performance. The Board of Directors also considered supplemental information provided by the Investment Advisor, including a narrative summary of various factors affecting performance and the Investment Advisor’s performance in managing other funds and products investing in master limited partnerships. The Board of Directors determined that Fund performance, in light of all the considerations noted above, supported the continuation of the Advisory Agreement.

(iii) Cost of the services to be provided and profits to be realized by the Investment Advisor from the relationship with the Fund The Board of Directors considered the contractual and actual management fees paid by the Fund, as well as the Fund’s total expense ratios. As part of its analysis, the Board of Directors gave consideration to the fee and expense analyses provided by the independent data provider. The Board of Directors noted that the Fund’s actual management fee at the managed asset level was slightly higher than the Peer Funds’ median, ranking in the fourth quintile. The Board of Directors also noted that the Fund’s actual management fee at the common asset level represented the Peer Funds’ median, ranking in the third quintile. The Board of Directors considered that the Fund’s total expense ratios including investment-related expenses at managed and common asset levels were lower than the Peer Funds’ medians, ranking in the first quintile for each. The Board of Directors noted that the Fund’s total expense ratio excluding investment-related expenses at the managed asset level was higher than the Peer Funds’ median, ranking in the third quintile. The Board of Directors also noted that the Fund’s total expense ratio excluding investment-related expenses at common asset levels was lower than the Peer Funds’ median, ranking in the second quintile. The Board considered the impact of leverage levels on the Fund’s fees and expenses at managed and common asset levels. In light of the considerations above, the Board of Directors concluded that the Fund’s current expense structure was satisfactory.

The Board of Directors also reviewed information regarding the profitability to the Investment Advisor of its relationship with the Fund. The Board of Directors considered the level of the Investment Advisor’s profits and whether the profits were reasonable for the Investment Advisor. Since the Subadvisors are paid by the Investment Advisor (and not by the Fund) for investment services provided to the Fund and are affiliates of the Investment Advisor, the Board of Directors considered the profitability of the Investment Advisor as a whole and did not consider the Subadvisors’ separate profitability to be particularly relevant to their determination. The Board of Directors took into consideration other benefits to be derived by the Investment Advisor in connection with the Advisory Agreements, noting particularly the research and related services, within the meaning of Section 28(e) of the Securities Exchange Act of 1934, that the Investment Advisor receives by allocating the Fund’s brokerage transactions. The Board of Directors further considered that the Investment Advisor continues to reinvest profits back in the business, including upgrading and/or implementing new trading,

 

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COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

compliance and accounting systems, and by adding investment personnel to the portfolio management teams. The Board of Directors also considered the administrative services provided by the Investment Advisor and the associated administration fee paid to the Investment Advisor for such services under the Administration Agreement. The Board of Directors determined that the services received under the Administration Agreement are beneficial to the Fund. The Board of Directors concluded that the profits realized by the Investment Advisor from its relationship with the Fund were reasonable and consistent with the Investment Advisor’s fiduciary duties.

(iv) The extent to which economies of scale would be realized as the Fund grows and whether fee levels would reflect such economies of scale: The Board of Directors noted that, as a closed-end fund, the Fund would not be expected to have inflows of capital that might produce increasing economies of scale. The Board of Directors determined that, given the Fund’s closed-end structure, there were not significant economies of scale that were not being shared with shareholders. In considering economies of scale, the Board of Directors also noted, as discussed above in (iii), that the Investment Advisor continues to reinvest profits back in the business.

(v) Comparison of services to be rendered and fees to be paid to those under other investment advisory contracts, such as contracts of the same and other investment advisors or other clients: As discussed above in (iii), the Board of Directors compared the fees paid under the Advisory Agreements to those under other investment advisory contracts of other investment advisors managing Peer Funds. The Board of Directors also compared the services rendered, fees paid and profitability under the Advisory Agreements to those under the Investment Advisor’s other fund management agreements and advisory contracts with institutional and other clients with similar investment mandates, noting that the Investment Advisor provides more services to the Fund than it does for institutional or subadvised accounts. The Board of Directors also considered the entrepreneurial risk and financial exposure assumed by the Investment Advisor in developing and managing the Fund that the Investment Advisor does not have with institutional and other clients and other differences in the management of registered investment companies and institutional accounts. The Board of Directors determined that on a comparative basis the fees under the Advisory Agreements were reasonable in relation to the services provided.

No single factor was cited as determinative to the decision of the Board of Directors, and each Director may have assigned different weights to the various factors. Rather, after weighing all of the considerations and conclusions discussed above, the Board of Directors, including the Independent Directors, unanimously approved the continuation of the Advisory Agreements.

 

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COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

MANAGEMENT OF THE FUND

The business and affairs of the Fund are managed under the direction of the Board of Directors. The Board of Directors approves all significant agreements between the Fund and persons or companies furnishing services to it, including the Fund’s agreements with its investment advisor, administrator, co-administrator, custodian and transfer agent. The management of the Fund’s day-today operations is delegated to its officers, the investment advisor, administrator and co-administrator, subject always to the investment objective and policies of the Fund and to the general supervision of the Board of Directors.

The Board of Directors and officers of the Fund and their principal occupations during at least the past five years are set forth below. The statement of additional information (SAI) includes additional information about fund directors and is available, without charge, upon request by calling 800-330-7348.

 

Name, Address and

Year of Birth1

  

Position(s) Held

With Fund

  

Term of

Office2

  

Principal Occupation

During At Least

The Past 5 Years

(Including Other

Directorships Held)

  

Number of

Funds Within

Fund

Complex

Overseen by

Director

(Including

the Fund)

    

Length

of Time

Served3

Interested Directors4               

Robert H. Steers

1953

   Director, Chairman    Until Next Election of Directors    Chief Executive Officer of Cohen & Steers Capital Management, Inc. (CSCM or the Advisor) and its parent, Cohen & Steers, Inc. (CNS) since 2014. Prior to that, Co- Chairman and Co-Chief Executive Officer of the Advisor since 2003 and CNS since 2004. Prior to that, Chairman of the Advisor; Vice President of Cohen & Steers Securities, LLC.      21      Since 1991

Joseph M. Harvey

1963

   Director    Until Next Election of Directors    President of the Advisor (since 2003) and President of CNS (since 2004). Prior to that, Senior Vice President and Director of Investment Research of CSCM.      21      Since 2014

(table continued on next page)

 

43


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

(table continued from previous page)

 

Name, Address and

Year of Birth1

  

Position(s) Held

With Fund

  

Term of

Office2

  

Principal Occupation

During At Least

The Past 5 Years

(Including Other

Directorships Held)

  

Number of

Funds Within

Fund

Complex

Overseen by

Director

(Including

the Fund)

    

Length

of Time

Served3

Disinterested Directors            

Michael G. Clark

1965

   Director    Until Next Election of Directors    From 2006 to 2011, President and Chief Executive Officer of DWS Funds and Managing Director of Deutsche Asset Management.      21      Since 2011

George Grossman

1953

   Director    Until Next Election of Directors    Attorney-at-law.      21      Since 1993

Dean A. Junkans

1959

   Director    Until Next Election of Directors    CFA; Advisor to SigFig since July, 2018; Adjunct Professor and Executive–In–Residence, Bethel University Since 2015; Chief Investment Officer at Wells Fargo Private Bank from 2004 to 2014 and Chief Investment Officer of the Wealth, Brokerage and Retirement group at Wells Fargo & Company from 2011 to 2014; Former Member and Chair, Claritas Advisory Committee at the CFA Institute from 2013 to 2015; Board Member and Investment Committee Member, Bethel University Foundation since 2010; formerly Corporate Executive Board Member of the National Chief Investment Officers Circle, 2010 to 2015; formerly, Member of the Board of Governors of the University of Wisconsin Foundation, River Falls, 1996 to 2004; U.S. Army Veteran, Gulf War.      21      Since 2015

(table continued on next page)

 

44


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

(table continued from previous page)

 

Name, Address and

Year of Birth1

  

Position(s) Held

With Fund

  

Term of

Office2

  

Principal Occupation

During At Least

The Past 5 Years

(Including Other

Directorships Held)

  

Number of

Funds Within

Fund

Complex

Overseen by

Director

(Including

the Fund)

  

Length

of Time

Served3

Gerald J. Maginnis

1955

   Director    Until Next Election of Directors    Philadelphia Office Managing Partner, KPMG LLP from 2006 to 2015; Partner in Charge, KPMG Pennsylvania Audit Practice from 2002 to 2008; President, Pennsylvania Institute of Certified Public Accountants (PICPA) from 2014 to 2015; Member, PICPA Board of Directors from 2012 to 2016; Member, Council of the American Institute of Certified Public Accountants (AICPA) from 2013 to 2017; Member, Board of Trustees of AICPA Foundation since 2015.    21    Since 2015

Jane F. Magpiong

1960

   Director    Until Next Election of Directors    President, Untap Potential since 2013; Senior Managing Director, TIAA-CREF, from 2011 to 2013; National Head of Wealth Management, TIAA- CREF, from 2008 to 2011; and prior to that, President, Bank of America Private Bank from 2005 to 2008.    21    Since 2015

(table continued on next page)

 

45


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

(table continued from previous page)

 

 

Name, Address and

Year of Birth1

  

Position(s) Held

With Fund

  

Term of

Office2

  

Principal Occupation

During At Least

The Past 5 Years

(Including Other

Directorships Held)

  

Number of

Funds Within

Fund

Complex

Overseen by

Director

(Including

the Fund)

  

Length

of Time

Served3

Daphne L. Richards

1966

   Director    Until Next Election of Directors   

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.

   21    Since 2017

C. Edward Ward, Jr

1946

   Director    Until Next Election of Directors    Member of The Board of Trustees of Manhattan College, Riverdale,New York from 2004 to 2014. Formerly, Director of closed-end fund management for the NYSE where he worked from 1979 to 2004.    21    Since 2004

 

 

1 

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

2 

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

3 

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

4 

“Interested person” as defined in the 1940 Act, of the Fund because of affiliation with CSCM (Interested Directors).

 

46


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

The officers of the Fund (other than Messrs. Steers and Harvey, whose biographies are provided above), their address, their year of birth and their principal occupations for at least the past five years are set forth below.

 

Name, Address and
Year of Birth1

  

Position(s) Held
With Fund

  

Principal Occupation During At Least the Past 5 Years

 

Length
of Time
Served2

Adam M. Derechin

1964

  

President and

Chief Executive

Officer

  

Chief Operating Officer of CSCM since 2003 and

CNS since 2004.

  Since 2005

James Giallanza

1966

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

Lisa D. Phelan

1968

   Chief Compliance Officer    Executive Vice President of CSCM since 2015. Prior to that, Senior Vice President of CSCM since 2008. Chief Compliance Officer of CSCM, the Cohen & Steers funds, Cohen & Steers Asia Limited and CSSL since 2007, 2006, 2005 and 2004, respectively.   Since 2006

Dana A. DeVivo

1981

  

Secretary and

Chief Legal

Officer

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

Since

2015

Albert Laskaj

1977

   Treasurer   

Senior Vice President of CSCM since 2019. Prior to that, Vice President of CSCM since 2015. Prior to that, Director of Legg Mason & Co. since 2013.

  Since 2015

Benjamin Morton

1974

   Vice President   

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

  Since 2013

Tyler S. Rosenlicht

1985

   Vice President    Senior Vice President of CSCM since 2018. Prior to that, Vice President of CSCM since 2015. Prior to that, research associate at CSCM since 2012.   Since 2015

 

 

1 

The address of each officer is 280 Park Avenue, New York, NY 10017.

2 

Officers serve one-year terms. The length of time served represents the year in which the officer was first elected as an officer of any fund in the Cohen & Steers fund complex. All of the officers listed above are officers of one or more of the other funds in the complex.

 

47


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

Cohen & Steers Privacy Policy

 

   
Facts   What Does Cohen & Steers Do With Your Personal Information?
Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

• Social Security number and account balances

 

• Transaction history and account transactions

 

• Purchase history and wire transfer instructions

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Cohen & Steers chooses to share; and whether you can limit this sharing.

 

Reasons we can share your personal information    Does Cohen & Steers
share?
     Can you limit this
sharing?

For our everyday business purposes—

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or reports to credit bureaus

   Yes      No

For our marketing purposes—

to offer our products and services to you

   Yes      No
For joint marketing with other financial companies—    No      We don’t share

For our affiliates’ everyday business purposes—

information about your transactions and experiences

   No      We don’t share

For our affiliates’ everyday business purposes—

information about your creditworthiness

   No      We don’t share
For our affiliates to market to you—    No      We don’t share
For non-affiliates to market to you—    No      We don’t share
       
     
Questions?    Call 800-330-7348            

 

48


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

Cohen & Steers Privacy Policy—(Continued)

 

   
Who we are    
Who is providing this notice?   Cohen & Steers Capital Management, Inc., Cohen & Steers Asia Limited, Cohen & Steers Japan, LLC, Cohen & Steers UK Limited, Cohen & Steers Securities, LLC, Cohen & Steers Private Funds and Cohen & Steers Open- and Closed-End Funds (collectively, Cohen & Steers).
What we do    
How does Cohen & Steers protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We restrict access to your information to those employees who need it to perform their jobs, and also require companies that provide services on our behalf to protect your information.
How does Cohen & Steers collect my personal information?  

We collect your personal information, for example, when you:

 

• Open an account or buy securities from us

 

• Provide account information or give us your contact information

 

• Make deposits or withdrawals from your account

 

We also collect your personal information from other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only:

 

• sharing for affiliates’ everyday business purposes—information about your creditworthiness

 

• affiliates from using your information to market to you

 

• sharing for non-affiliates to market to you

 

State law and individual companies may give you additional rights to limit sharing.

Definitions    
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

• Cohen & Steers does not share with affiliates.

Non-affiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

• Cohen & Steers does not share with non-affiliates.

Joint marketing  

A formal agreement between non-affiliated financial companies that together market financial products or services to you.

 

• Cohen & Steers does not jointly market.

 

49


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

Cohen & Steers Open-End Mutual Funds

 

COHEN & STEERS REALTY SHARES

 

  Designed for investors seeking total return, investing primarily in U.S. real estate securities

 

  Symbol: CSJAX, CSJCX, CSJIX, CSRSX, CSJRX, CSJZX

COHEN & STEERS REAL ESTATE SECURITIES FUND

 

  Designed for investors seeking total return, investing primarily in U.S. real estate securities

 

  Symbols: CSEIX, CSCIX, CREFX, CSDIX, CIRRX, CSZIX

COHEN & STEERS INSTITUTIONAL REALTY SHARES

 

  Designed for institutional investors seeking total return, investing primarily in U.S. real estate securities

 

  Symbol: CSRIX

COHEN & STEERS GLOBAL REALTY SHARES

 

  Designed for investors seeking total return, investing primarily in global real estate equity securities

 

  Symbols: CSFAX, CSFCX, CSSPX, GRSRX, CSFZX

COHEN & STEERS INTERNATIONAL REALTY FUND

 

  Designed for investors seeking total return, investing primarily in international (non-U.S.) real estate securities

 

  Symbols: IRFAX, IRFCX, IRFIX, IRFRX, IRFZX

COHEN & STEERS REAL ASSETS FUND

 

  Designed for investors seeking total return and the maximization of real returns during inflationary environments by investing primarily in real assets

 

  Symbols: RAPAX, RAPCX, RAPIX, RAPRX, RAPZX

COHEN & STEERS PREFERRED SECURITIES AND INCOME FUND

 

  Designed for investors seeking total return (high current income and capital appreciation), investing primarily in preferred and debt securities issued by U.S. and non-U.S. companies

 

  Symbols: CPXAX, CPXCX, CPXFX, CPXIX, CPRRX, CPXZX

COHEN & STEERS LOW DURATION PREFERRED AND INCOME FUND

 

  Designed for investors seeking high current income and capital preservation by investing in low-duration preferred and other income securities issued by U.S. and non-U.S. companies

 

  Symbols: LPXAX, LPXCX, LPXIX, LPXRX, LPXZX

COHEN & STEERS MLP & ENERGY OPPORTUNITY FUND

 

  Designed for investors seeking total return, investing primarily in midstream energy master limited partnership (MLP) units and related stocks

 

  Symbols: MLOAX, MLOCX, MLOIX, MLORX, MLOZX

COHEN & STEERS GLOBAL INFRASTRUCTURE FUND

 

  Designed for investors seeking total return, investing primarily in global infrastructure securities

 

  Symbols: CSUAX, CSUCX, CSUIX, CSURX, CSUZX

COHEN & STEERS ALTERNATIVE INCOME FUND

(FORMERLY COHEN & STEERS DIVIDEND VALUE FUND)

 

  Designed for investors seeking high current income and capital appreciation, investing in equity, preferred and debt securities, focused on real assets and alternative income strategies.

 

  Symbols: DVFAX, DVFCX, DVFIX, DVFRX, DVFZX
 

Distributed by Cohen & Steers Securities, LLC.

 

Please consider the investment objectives, risks, charges and expenses of any Cohen & Steers U.S. registered open-end fund carefully before investing. A summary prospectus and prospectus containing this and other information can be obtained by calling 800-330-7348 or by visiting cohenandsteers.com. Please read the summary prospectus and prospectus carefully before investing.

 

50


COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

OFFICERS AND DIRECTORS

Robert H. Steers

Director and Chairman

Joseph M. Harvey

Director and Vice President

Michael G. Clark

Director

George Grossman

Director

Dean A. Junkans

Director

Gerald J. Maginnis

Director

Jane F. Magpiong

Director

Daphne L. Richards

Director

C. Edward Ward Jr.

Director

Adam M. Derechin

President and Chief Executive Officer

James Giallanza

Chief Financial Officer

Lisa D. Phelan

Chief Compliance Officer

Dana A. DeVivo

Secretary and Chief Legal Officer

Albert Laskaj

Treasurer

Benjamin Morton

Vice President

Tyler S. Rosenlcht

Vice President

KEY INFORMATION

Investment Advisor

Cohen & Steers Capital Management, Inc.

280 Park Avenue

New York, NY 10017

(212) 832-3232

Co-administrator and Custodian

State Street Bank and Trust Company

One Lincoln Street

Boston, MA 02111

Transfer Agent

Computershare

150 Royall Street

Canton, MA 02021

(866) 227-0757

Legal Counsel

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036

New York Stock Exchange Symbol:    MIE

Website: cohenandsteers.com

This report is for shareholder information. This is not a prospectus intended for use in the purchase or sale of Fund shares. Performance data quoted represents past performance. Past performance is no guarantee of future results and your investment may be worth more or less at the time you sell your shares.

 

 

51


eDelivery AVAILABLE

Stop traditional mail delivery;

receive your shareholder reports

and prospectus online.

Sign up at cohenandsteers.com

 

LOGO

Cohen & Steers

MLP Income

and Energy

Opportunity

Fund (MIE)

Annual Report November 30, 2019

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website at www.cohenandsteers.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you have already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from a Fund electronically anytime by contacting your financial intermediary or, if you are a direct investor, by signing up at www.cohenandsteers.com.

You may elect to receive all future reports in paper, free of charge, at any time. If you invest through a financial intermediary, you can contact your financial intermediary or, if you are a direct investor, you can call (866) 227-0757 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all Funds held in your account if you invest through your financial intermediary or all Funds held within the fund complex if you invest directly with the Fund.

MIEAR

 

 

 


Item 2. Code of Ethics.

The registrant has adopted an Amended and Restated Code of Ethics that applies to its Principal Executive Officer and Principal Financial Officer. The Code of Ethics was in effect during the reporting period. The registrant has not amended the Code of Ethics as described in Form N-CSR during the reporting period. The registrant has not granted any waiver, including an implicit waiver, from a provision of the Code of Ethics as described in Form N-CSR during the reporting period. A current copy of the Code of Ethics is available on the registrant’s website at https://www.cohenandsteers.com/assets/content/uploads/Code_of_Ethics_for_Principal_Executive_and_Principal_Financial_Officers_of_the_Funds.pdf. Upon request, a copy of the Code of Ethics can be obtained free of charge by calling 800-330-7348 or writing to the Secretary of the Registrant, 280 Park Avenue, 10th floor, New York, NY 10017.

Item 3. Audit Committee Financial Expert.

The registrant’s board has determined that Gerald J. Maginnis qualifies as an audit committee financial expert based on his years of experience in the public accounting profession. The registrant’s board has determined that Michael G. Clark qualifies as an audit committee financial expert based on his years of experience in the public accounting profession and the investment management and financial services industry. Each of Messrs. Clark and Maginnis is a member of the board’s audit committee, and each is independent as such term is defined in Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(a) – (d) Aggregate fees billed to the registrant for the last two fiscal years ended November 30, 2019 and November 30, 2018 for professional services rendered by the registrant’s principal accountant were as follows:

 

     2019    2018

Audit Fees

   $93,500    $89,620

Audit-Related Fees

   $0    $0

Tax Fees

   $95,180    $93,770

All Other Fees

   $0    $0

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 and franchise tax amounts.

(e)(1) The audit committee is required to pre-approve audit and non-audit services performed for the registrant by the principal accountant. The audit committee also is required to pre-approve non-audit services performed by the registrant’s principal accountant for the registrant’s investment advisor and any sub-advisor (not including any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor) and/or to any entity controlling, controlled by or under common control with the registrant’s investment advisor that provides ongoing services to the registrant, if the engagement for services relates directly to the operations and financial reporting of the registrant.

 

 

 


The audit committee may delegate pre-approval authority to one or more of its members who are independent members of the board of directors of the registrant. The member or members to whom such authority is delegated shall report any pre-approval decisions to the audit committee at its next scheduled meeting. The audit committee may not delegate its responsibility to pre-approve services to be performed by the registrant’s principal accountant to the investment advisor.

(e) (2) No services included in (b) – (d) above were approved by the audit committee pursuant to paragraphs (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not applicable.

(g) For the fiscal years ended November 30, 2019 and November 30, 2018, the aggregate fees billed by the registrant’s principal accountant for non-audit services rendered to the registrant and for non-audit services rendered to the registrant’s investment advisor (not including any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor) and/or to any entity controlling, controlled by or under common control with the registrant’s investment advisor that provides ongoing services to the registrant were:

 

     2019    2018

Registrant

   $95,180    $93,770

Investment Advisor

   $0    $0

(h) The registrant’s audit committee considered whether the provision of non-audit services that were rendered to the registrant’s investment advisor (not including any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor) and/or to any entity controlling, controlled by or under common control with the registrant’s investment advisor that provides ongoing services to the registrant that were not required to be pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X was compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants.

The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the committee are Gerald J. Maginnis (chairman), Michael G. Clark and George Grossman.

Item 6. Schedule of Investments.

Included in Item 1 above.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

The registrant has delegated voting of proxies in respect of portfolio holdings to Cohen & Steers Capital Management, Inc. (“C&S”), in accordance with the policies and procedures set forth below.

 

 

 


COHEN & STEERS CAPITAL MANAGEMENT, INC.

STATEMENT OF POLICIES AND PROCEDURES REGARDING THE VOTING OF SECURITIES

This statement sets forth the policies and procedures that Cohen & Steers Capital Management, Inc. and its affiliated advisors (“Cohen & Steers”, “we” or “us”) follow in exercising voting rights with respect to securities held in its client portfolios. All proxy-voting rights that are exercised by Cohen & Steers shall be subject to this Statement of Policy and Procedures.

General Proxy Voting Guidelines

Objectives

Voting rights are an important component of corporate governance. Cohen & Steers has three overall objectives in exercising voting rights:

 

   

Responsibility. Cohen & Steers shall seek to ensure that there is an effective means in place to hold companies accountable for their actions. While management must be accountable to its board, the board must be accountable to a company’s shareholders. Although accountability can be promoted in a variety of ways, protecting shareholder voting rights may be among our most important tools.

 

   

Rationalizing Management and Shareholder Concerns. Cohen & Steers seeks to ensure that the interests of a company’s management and board are aligned with those of the company’s shareholders. In this respect, compensation must be structured to reward the creation of shareholder value.

 

   

Shareholder Communication. Since companies are owned by their shareholders, Cohen & Steers seeks to ensure that management effectively communicates with its owners about the company’s business operations and financial performance. It is only with effective communication that shareholders will be able to assess the performance of management and to make informed decisions on when to buy, sell or hold a company’s securities.

General Principles

In exercising voting rights, Cohen & Steers shall conduct itself in accordance with the general principles set forth below.

 

   

The ability to exercise a voting right with respect to a security is a valuable right and, therefore, must be viewed as part of the asset itself.

 

   

In exercising voting rights, Cohen & Steers shall engage in a careful evaluation of issues that may materially affect the rights of shareholders and the value of the security.

 

 

 


   

Consistent with general fiduciary principles, the exercise of voting rights shall always be conducted with reasonable care, prudence and diligence.

 

   

In exercising voting rights on behalf of clients, Cohen & Steers shall conduct itself in the same manner as if Cohen & Steers were the constructive owner of the securities.

 

   

To the extent reasonably possible, Cohen & Steers shall participate in each shareholder voting opportunity.

 

   

Voting rights shall not automatically be exercised in favor of management-supported proposals.

 

   

Cohen & Steers, and its officers and employees, shall never accept any item of value in consideration of a favorable proxy voting decision.

General Guidelines

Set forth below are general guidelines that Cohen & Steers shall follow in exercising proxy voting rights:

 

   

Prudence. In making a proxy voting decision, Cohen & Steers shall give appropriate consideration to all relevant facts and circumstances, including the value of the securities to be voted and the likely effect any vote may have on that value. Since voting rights must be exercised on the basis of an informed judgment, investigation shall be a critical initial step.

 

   

Third Party Views. While Cohen & Steers may consider the views of third parties, Cohen & Steers shall never base a proxy voting decision solely on the opinion of a third party. Rather, decisions shall be based on a reasonable and good faith determination as to how best to maximize shareholder value.

 

   

Shareholder Value. Just as the decision whether to purchase or sell a security is a matter of judgment, determining whether a specific proxy resolution will increase the market value of a security is a matter of judgment as to which informed parties may differ. In determining how a proxy vote may affect the economic value of a security, Cohen & Steers shall consider both short-term and long-term views about a company’s business and prospects, especially in light of our projected holding period on the stock (e.g., Cohen & Steers may discount long-term views on a short-term holding).

Specific Guidelines

A. Responsibility. Cohen & Steers shall seek to ensure that there is an effective means in place to hold companies accountable for their actions. While management must be accountable to its board, the board must be accountable to a company’s shareholders. Although accountability can be promoted in a variety of ways, protecting shareholder voting rights may be among our most important tools.

B. Rationalizing Management and Shareholder Concerns. Cohen & Steers seeks to ensure that the interests of a company’s management and board are aligned with those of the company’s shareholders. In this respect, compensation must be structured to reward the creation of shareholder value.

 

 

 


C. Shareholder Communication. Since companies are owned by their shareholders, Cohen & Steers seeks to ensure that management effectively communicates with its owners about the company’s business operations and financial performance. It is only with effective communication that shareholders will be able to assess the performance of management and to make informed decisions on when to buy, sell or hold a company’s securities.

In exercising voting rights, Cohen & Steers follows the general principles set forth below.

 

 

The ability to exercise a voting right with respect to a security is a valuable right and, therefore, must be viewed as part of the asset itself.

 

 

In exercising voting rights, Cohen & Steers shall engage in a careful evaluation of issues that may materially affect the rights of shareholders and the value of the security.

 

 

Consistent with general fiduciary principles, the exercise of voting rights shall always be conducted with reasonable care, prudence and diligence.

 

 

In exercising voting rights on behalf of clients, Cohen & Steers shall conduct itself in the same manner as if Cohen & Steers were the beneficial owners of the securities.

 

 

To the extent reasonably possible, Cohen & Steers shall participate in each shareholder voting opportunity.

 

 

Voting rights shall not automatically be exercised in favor of management-supported proposals.

 

 

Cohen & Steers, and their respective officers and employees, shall never accept any item of value in consideration of a favorable proxy vote.

Set forth below are general guidelines followed by Cohen & Steers in exercising proxy voting rights:

Prudence. In making a proxy voting decision, Cohen & Steers shall give appropriate consideration to all relevant facts and circumstances, including the value of the securities to be voted and the likely effect any vote may have on that value. Since voting rights must be exercised on the basis of an informed judgment, investigation shall be a critical initial step.

Third Party Views. While Cohen & Steers may consider the views of third parties, Cohen & Steers shall never base a proxy voting decision solely on the opinion of a third party. Rather, decisions shall be based on a reasonable and good faith determination as to how best to maximize shareholder value.

Shareholder Value. Just as the decision whether to purchase or sell a security is a matter of judgment, determining whether a specific proxy resolution will increase the market value of a security is a matter of judgment as to which informed parties may differ. In determining how a proxy vote may affect the economic value of a security, Cohen & Steers shall consider both short-term and long-term views about a company’s business and prospects, especially in light of its projected holding period on the stock (e.g., Cohen & Steers Capital Management, Inc. may discount long-term views on a short-term holding).

 

 

 


Voting for Directors Nominees in Uncontested Elections

Votes on director nominees are made on a case-by-case basis using a “mosaic” approach, where all factors are considered and no single factor is determinative. In evaluating director nominees, Cohen & Steers considers the following factors:

 

 

Whether the nominee attended less than 75 percent of the board and committee meetings without a valid excuse for the absences;

 

 

Whether the nominee is an inside or affiliated outside director and sits on the audit, compensation, or nominating committees and/or the full board serves as the audit, compensation, or nominating committees or the company does not have one of these committees;

 

 

Whether the board ignored a significant shareholder proposal that was approved by a majority of the votes cast in the previous year;

 

 

Whether the board, without shareholder approval, to our knowledge instituted a new poison pill plan, extended an existing plan, or adopted a new plan upon the expiration of an existing plan during the past year;

 

 

Whether the nominee is the chairman or CEO of a publicly-traded company who serves on more than two (2) public company boards;

 

 

In the case of nominees other than the chairman or CEO, whether the nominee serves on more than four (4) public company boards;

 

 

If the nominee is an incumbent director, the length of tenure taking into account tenure limits recommended by local corporate governance codes1;

 

 

Whether the nominee has a material related party transaction or a material conflict of interest with the company;

 

 

Whether the nominee (or the entire board) in our view has a record of making poor corporate or strategic decisions or has demonstrated an overall lack of good business judgment;

 

 

Material failures of governance, stewardship, risk oversight2, or fiduciary responsibilities at the company; and

 

 

Actions related to a nominee’s service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company.

Voting for Director Nominees in Contested Elections

Votes in a contested election of directors are evaluated on a case-by-case basis considering the long-term financial performance of the company relative to its industry management’s track record, the qualifications of the nominees and other relevant factors.

 

1 

For example, in the UK, independent directors of publicly traded companies with tenure exceeding nince (9) years are reclassified as non-independent unless the company can explain why they remain independent.

2 

Examples of failure of risk oversight include, but are not limited to: bribery; large or serial fines from regulatory bodies; significant adverse legal judgments or settlements; hedging of company stock by the employees or directors of a company; or a significant pledging of company stock in the aggregate by the officers and directors of a company.

 

 

 


The Majority Vote for Directors

Cohen & Steers generally votes for proposals asking for the board to amend the company’s governance documents (charter or bylaws) to provide that director nominees will be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders.

Separation of Chairman and CEO

Cohen & Steers generally votes for proposals to separate the CEO and chairman positions. Cohen & Steers does recognize, however, that under certain circumstances, it may be in the company’s best interest for the CEO and chairman positions to be held by one person.

The Independent Chairman

Cohen & Steers reviews on a case-by-case basis proposals requiring the chairman’s position to be filled by an independent director, taking into account the company’s current board leadership and governance structure; company performance, and any other factors that may be relevant.

Lead Independent Directors

In cases where the CEO and chairman roles are combined or the chairman is not independent, Cohen & Steers vote for the appointment of a lead independent director.

Board Independence

Cohen & Steers believes that boards should have a majority of independent directors. Therefore, Cohen & Steers vote for proposals that require the board to be comprised of a majority of independent directors.

Generally, Cohen & Steers considers a director independent if the director satisfies the independence definition set forth in local corporate governance codes and/or the applicable listing standards of the exchange on which the company’s stock is listed.

In addition, Cohen & Steers generally considers a director independent if the director has no significant financial, familial or other ties with the company that may pose a conflict, and has not been employed by the company in an executive capacity.

Board Size

Cohen & Steers generally votes for proposals to limit the size of the board to 15 members or less.

Classified Boards

Cohen & Steers generally votes in favor of shareholder proposals to declassify a board of directors. In voting on proposals to declassify a board of directors, Cohen & Steers evaluates all facts and circumstances, including whether: (i) the current management and board have a history of making good corporate or strategic decisions and (ii) the proposal is in the best interests of shareholders.

Independent Committees

Cohen & Steers votes for proposals requesting that a board’s audit, compensation and nominating committees consist only of independent directors.

 

 

 


Non-Disclosure of Board Compensation

Cohen & Steers generally votes against the election of director nominees at companies if the compensation paid to such directors is not disclosed prior to the meeting. However, Cohen & Steers recognizes that companies in certain emerging markets may have legitimate reasons for not disclosing such compensation. In such cases, if a company discloses a legitimate reason why such compensation should not be disclosed, Cohen & Steers may vote for the nominees even if compensation is not disclosed.

Director and Officer Indemnification and Liability Protection

Cohen & Steers votes in favor of proposals providing indemnification for directors and officers for acts conducted in the normal course of business that is consistent with the law of the jurisdiction of formation. Cohen & Steers alsos vote in favor of proposals that expand coverage for directors and officers where, despite an unsuccessful legal defense, the director or officer acted in good faith and in the best interests of the company. Cohen & Steers votes against proposals that would expand indemnification beyond coverage of legal expenses to coverage of acts, such as gross negligence, that are violations of fiduciary obligations.

Compensation Proposals

Votes on Executive Compensation. “Say-on-Pay” votes are determined on a case-by-case basis taking into account the reasonableness of the company’s compensation structure and the adequacy of the disclosure.

Cohen & Steers generally votes against in cases where there are an unacceptable under of problematic pay practices including:

 

 

Poor linkage between the executives’ pay and the company’s performance and profitability;

 

 

The presence of objectionable structural features in the compensation plan, such as excessive perquisites, golden parachutes, tax-gross up provisions, and automatic benchmarking of pay in the top half of the peer group;

 

 

A lack of proportionality in the plan relative to the company’s size and peer group.

Additional Disclosure on Executive and Director Pay. Cohen & Steers generally votes for shareholder proposals that seek additional disclosure of executive and director pay information.

Frequency of Shareholder Votes on Executive Compensation. Cohen & Steers generally votes for annual shareholder advisory votes to approve executive compensation.

Golden Parachutes. In general, Cohen & Steers votes against golden parachutes because they impede potential takeovers that shareholders should be free to consider. Cohen & Steers opposes the use of employment agreements that result in excessive cash payments and generally withhold our vote at the next shareholder meeting for directors who approved golden parachutes.

In the context of an acquisition, merger, consolidation, or proposed sale, Cohen & Steers votes on a case-by-case basis on proposals to approve golden parachute payments. Factors that may result to a vote against include:

 

 

Potentially excessive severance payments;

 

 

Agreements that include excessive excise tax gross-up provisions;

 

 

 


 

Single-trigger payments upon a Change in Control (“CIC”), including cash payments and the acceleration of performance-based equity despite the failure to achieve performance measures;

 

 

Single-trigger vesting of equity based on a definition of change in control that requires only shareholder approval of the transaction (rather than consummation);

 

 

Recent amendments or other changes that may make packages so attractive as to encourage transactions that may not be in the best interests of shareholders; or

 

 

The company’s assertion that a proposed transaction is conditioned on shareholder approval of the golden parachute advisory vote.

Equity Compensation Plans. Votes on proposals related to compensation plans are determined on a case-by-case basis taking into account plan features and equity grant practices, where positive factors may counterbalance negative factors (and vice versa), as evaluated based on three pillars:

 

 

Plan Cost: the total estimated cost of the company’s equity plans relative to industry/market cap peers measured by the company’s estimated shareholder value transfer (SVT) in relation to peers, considering:

 

   

SVT based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; and

 

   

SVT based only on new shares requested plus shares remaining for future grants.

 

 

Plan Features:

 

   

Automatic single-triggered award vesting upon CIC;

 

   

Discretionary vesting authority;

 

   

Liberal share recycling on various award types; and

 

   

Minimum vesting period for grants made under the plan.

 

 

Grant Practices:

 

   

The company’s three year burn rate relative to its industry/market cap peers;

 

   

Vesting requirements for most recent CEO equity grants (3-year look-back);

 

   

The estimated duration of the plan based on the sum of shares remaining available and the new shares requested divided by the average annual shares granted in the prior three years;

 

   

The proportion of the CEO’s most recent equity grants/awards subject to performance conditions;

 

   

Whether the company maintains a claw-back policy; and

 

   

Whether the company has established post exercise/vesting share-holding requirements.

Cohen & Steers generally votes against compensation plan proposals if the combination of factors indicates that the plan is not, overall, in the shareholders’ interest, or if any of the following apply:

 

 

Awards may vest in connection with a liberal CIC;

 

 

The plan would permit re-pricing or cash buyout of underwater options without shareholder approval;

 

 

The plan is a vehicle for problematic pay practices or a pay-for-performance disconnect; or

 

 

 


 

Any other plan features that are determined to have a significant negative impact on shareholder interests.

Transferable Stock Options. Cohen & Steers evaluates on a case-by-case basis proposals to grant transferable stock options or otherwise permit the transfer of outstanding stock options, including cost of proposal and alignment with shareholder interests.

Approval of Cash or Cash-and-Stock Bonus Plans. Cohen & Steers votes to approve cash or cash-and-stock bonus plans that seek to exempt executive compensation from limits on deductibility imposed by Section 162(m) of the Internal Revenue Code.

Employee Stock Purchase Plans. Cohen & Steers votes for the approval of employee stock purchase plans, although Cohen & Steers generally believes the discounted purchase price should not exceed 15% of the current market price.

401(k) Employee Benefit Plans. Cohen & Steers votes for proposals to implement a 401(k) savings plan for employees.

Stock Ownership Requirements. Cohen & Steers supports proposals requiring senior executives and directors to hold a minimum amount of stock in a company (often expressed as a percentage of annual compensation), which may include restricted stock or restricted stock units.

Stock Holding Periods. Cohen & Steers generally votes against proposals requiring executives to hold stock received upon option exercise for a specific period of time.

Recovery of Incentive Compensation. Cohen & Steers generally votes for proposals to recover incentive bonuses or other incentive payments made to senior executives if it is later determined that fraud, misconduct, or negligence significantly contributed to a restatement of financial results that led to the award of incentive compensation.

Capital Structure Changes and Anti-Takeover Proposals

Increase to Authorized Shares. Cohen & Steers generally votes for increases in authorized shares, provided that the increase is not greater than three times the number of shares outstanding and reserved for issuance (including shares reserved for stock-related plans and securities convertible into common stock, but not shares reserved for any poison pill plan).

Blank Check Preferred Stock. Cohen & Steers generally votes against proposals authorizing the creation of new classes of preferred stock without specific voting, conversion, distribution and other rights, and proposals to increase the number of authorized blank check preferred shares. Cohen & Steers may vote in favor of these proposals if Cohen & Steers receives reasonable assurances that (i) the preferred stock was authorized by the board for legitimate capital formation purposes and not for anti-takeover purposes, and (ii) no preferred stock will be issued with voting power that is disproportionate to the economic interests of the preferred stock. These representations should be made either in the proxy statement or in a separate letter from the company to us.

Pre-emptive Rights. Cohen & Steers generally votes against the issuance of equity shares with pre-emptive rights. However, Cohen & Steers may vote for shareholder pre-emptive rights where such pre-emptive rights are necessary taking in to account the best interests of the company’s shareholders. In addition, we acknowledge that international local practices may call for shareholder pre-emptive rights when a company seeks authority to issue shares (e.g., UK authority for the issuance of only up to 5% of outstanding shares without pre-emptive rights).

 

 

 


While Cohen & Steers prefers that companies be permitted to issue shares without pre-emptive rights, in deference to international local practices, Cohen & Steers will approve issuance requests with pre-emptive rights.

Dual Class Capitalizations. Because classes of common stock with unequal voting rights limit the rights of certain shareholders, we vote against adoption of a dual or multiple class capitalization structure. Cohen & Steers supports the one-share, one-vote principle for voting.

Restructurings/Recapitalizations. Cohen & Steers reviews proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan on a case-by-case basis. In voting, Cohen & Steers considers the following issues:

 

 

Dilution: how much will the ownership interest of existing shareholders be reduced, and how extreme will dilution to any future earnings be?

 

 

Change in control: will the transaction result in a change in control of the company?

 

 

Bankruptcy: generally, approve proposals that facilitate debt restructurings unless there are clear signs of self-dealing or other abuses.

Share Repurchase Programs. Cohen & Steers generally votes in favor of such programs where the repurchase would be in the long-term best interests of shareholders and where we believe that this is a good use of the company’s cash.

Cohen & Steers will vote against such programs when shareholders’ interests could be better served by deployment of the cash for alternative uses, or where the repurchase is a defensive maneuver or an attempt to entrench management.

Targeted Share Placements. Cohen & Steers votes these proposals on a case-by-case basis. These proposals ask companies to seek shareholder approval before placing 10% or more of their voting stock with a single investor. The proposals are typically in reaction to the placement of a large block of voting stock in an employee stock option plan, parent capital fund or with a single friendly investor, with the aim of protecting the company against a hostile tender offer.

Shareholder Rights Plans. Cohen & Steers reviews on a case-by-case basis proposals to ratify shareholder rights plans taking into consideration the length of the plan.

Reincorporation Proposals. Proposals to change a company’s jurisdiction of incorporation are examined on a case-by-case basis. When evaluating such proposals, Cohen & Steers reviews management’s rationale for the proposal, changes to the charter/bylaws, and differences in the applicable laws governing the companies.

Voting on State Takeover Statutes. Cohen & Steers reviews on a case-by-case basis proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freeze-out provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions and disgorgement provisions). In voting on these shareholder proposals, Cohen & Steers takes into account whether the proposal is in the long-term best interests of the company and whether it would be in the best interests of the company to thwart a shareholder’s attempt to control the board of directors.

Mergers and Corporate Restructurings

Mergers and Acquisitions. Votes on mergers and acquisitions should be considered on a case-by-case basis, taking into account the anticipated financial and operating benefits, offer price (cost vs. premium), prospects of the combined companies, how the deal was negotiated and changes in corporate governance and their impact on shareholder rights.

 

 

 


Cohen & Steers votes against proposals that require a super-majority of shareholders to approve a merger or other significant business combination.

Nonfinancial Effects of a Merger or Acquisition. Some companies have proposed charter provisions that specify that the board of directors may examine the nonfinancial effects of a merger or acquisition on the company. This provision would allow the board to evaluate the impact a proposed change in control would have on employees, host communities, suppliers and/or others. Cohen & Steers generally vote against proposals to adopt such charter provisions. Directors should base their decisions solely on the financial interests of the shareholders.

Spin-offs. Cohen & Steers evaluates spin-offs on a case-by-case basis taking into account the tax and regulatory advantages, planned use of sale proceeds, market focus, and managerial incentives.

Asset Sales. Cohen & Steers evaluates asset sales on a case-by-case basis taking into account the impact on the balance sheet/working capital, value received for the asset, and potential elimination of diseconomies.

Liquidations. Cohen & Steers evaluates liquidations on a case-by-case basis taking into account management’s efforts to pursue other alternatives, appraisal value of assets and the compensation plan for executives managing the liquidation.

Ratification of Auditors

Cohen & Steers generally votes for proposals to ratify auditors, auditor remuneration and/or proposals authorizing the board to fix audit fees, unless:

 

 

an auditor has a financial interest in or association with the company, and is therefore not independent;

 

 

there is reason to believe that the independent auditor has rendered an opinion that is neither accurate nor indicative of the company’s financial position;

 

 

the name of the proposed auditor and/or fees paid to the audit firm are not disclosed by the company prior to the meeting;

 

 

the auditors are being changed without explanation; or

 

 

fees paid for non-audit related services are excessive and/or exceed fees paid for audit services or limits set in local best practice recommendations or law.

Where fees for non-audit services include fees related to significant one-time capital structure events, initial public offerings, bankruptcy emergence, and spinoffs, and the company makes public disclosure of the amount and nature of those fees, then such fees may be excluded from the non-audit fees considered in determining whether non-audit related fees are excessive.

Auditor Rotation

Cohen & Steers evaluates auditor rotation proposals on a case-by-case basis taking into account the following factors: the tenure of the audit firm; establishment and disclosure of a review process whereby the auditor is regularly evaluated for both audit quality and competitive price; length of the rotation period advocated in the proposal; and any significant audit related issues.

 

 

 


Auditor Indemnification

Cohen & Steers generally votes against auditor indemnification and limitation of liability. However, Cohen & Steers recognizes there may be situations where indemnification and limitations on liability may be appropriate.

Shareholder Access and Voting Proposals

Proxy Access. Cohen & Steers reviews proxy access proposals on a case-by-case basis taking into account the parameters of proxy access use in light of a company’s specific circumstances. Cohen & Steers generally supports proposals that provide shareholders with a reasonable opportunity to use the right without stipulating overly restrictive or onerous parameters for use and also provide assurances that the mechanism will not be subject to abuse by short-term investors, investors without a substantial investment in the company or investors seeking to take control of the board.

Bylaw Amendments. Cohen & Steers votes on a case-by-case basis on proposals requesting companies grant shareholders the ability to amend bylaws. Similar to proxy access, Cohen & Steers generally supports proposals that provide assurances that this right will not be subject to abuse by short-term investors or investors without a substantial investment in a company.

Reimbursement of Proxy Solicitation Expenses. In the absence of compelling reasons, the Advisor and the Subadvisors will generally not support such proposals.

Shareholder Ability to Call Special Meetings. Cohen & Steers votes on a case-by-case basis on shareholder proposals requesting companies amend their governance documents (bylaws and/or charter) in order to allow shareholders to call special meetings.

Shareholder Ability to Act by Written Consent. Cohen & Steers generally votes against proposals to allow or facilitate shareholder action by written consent to provide reasonable protection of minority shareholder rights.

Shareholder Ability to Alter the Size of the Board. Cohen & Steers generally votes for proposals that seek to fix the size of the board and vote against proposals that give the board the ability to alter the size of the board without shareholder approval. While Cohen & Steers recognizes the importance of such proposals, these proposals may be set forth in order to promote the agenda(s) of certain special interest groups and could be disruptive to the management of the company.

Cumulative Voting. Having the ability to cumulate votes for the election of directors (i.e., to cast more than one vote for a director) generally increases shareholders’ rights to effect change in the management of a corporation. However, Cohen & Steers acknowledges that cumulative voting promotes special candidates who may not represent the interests of all, or even a majority, of shareholders. Therefore, when voting on proposals to institute cumulative voting, Cohen & Steers evaluates all facts and circumstances surrounding such proposal and generally vote against cumulative voting where the company has good corporate governance practices in place, including majority voting for board elections and de-classified boards.

Supermajority Vote Requirements. Cohen & Steers generally supports proposals that seek to lower supermajority voting requirements.

Confidential Voting. Cohen & Steers votes for shareholder proposals requesting that companies adopt confidential voting, use independent tabulators, and use independent inspectors of election as long as such proposals permit management to request that the dissident groups honor its confidential voting policy in the case of proxy contests.

 

 

 


Cohen & Steers also votes for management proposals to adopt confidential voting.

Date/Location of Meeting. Cohen & Steers votes against shareholder proposals to change the date or location of the shareholders’ meeting.

Adjourn Meeting if Votes are Insufficient. Cohen & Steers generally votes against open-end requests for adjournment of a shareholder meeting. However, where management specifically states the reason for requesting an adjournment and the requested adjournment is necessary to permit a proposal that would otherwise be supported under this policy to be carried out, the adjournment request will be supported.

Disclosure of Shareholder Proponents. Cohen & Steers votes for shareholder proposals requesting that companies disclose the names of shareholder proponents. Shareholders may wish to contact the proponents of a shareholder proposal for additional information.

Environmental and Social Proposals

Cohen & Steers believes that well-managed companies should be evaluating and assessing how environmental and social matters may enhance or protect shareholder value. However, because of the diverse nature of environmental and social proposals, we evaluate these proposals on a case-by-case basis. The principles guiding the evaluation of these proposals are whether implementation of a proposal is likely to enhance or protect shareholder value and whether a proposal can be implemented at a reasonable cost.

Environmental Proposals (SP). Cohen & Steers acknowledges that environmental considerations can pose significant investment risks and opportunities. Therefore, we generally vote in favor of proposals requesting a company disclose information that will aid in the determination of shareholder value creation or destruction, taking into consideration the following factors:

 

 

Whether the issues presented have already been effectively dealt with through governmental regulation or legislation;

 

 

Whether the disclosure is available to shareholders from the company or from a publicly available source; and

 

 

Whether implementation would reveal proprietary or confidential information that could place the company at a competitive disadvantage.

Social Proposals (SP). Cohen & Steers believes board and workforce diversity are beneficial t the decision-making process and can enhance long-term profitability. Therefore, we generally vote in favor of proposals that seek to increase board and workforce diversity. We vote all other social proposals on a case-by-case basis, including, but not limited to, proposals related to political and charitable contributions, lobbying, and gender equality and the gender pay gap.

Miscellaneous Proposals

Bundled Proposals. Cohen & Steers reviews on a case-by-case basis bundled or “conditioned” proposals. For items that are conditioned upon each other, Cohen & Steers examines the benefits and costs of the bundled items. In instances where the combined effect of the conditioned items is not in shareholders’ best interests, Cohen & Steers votes against the proposals. If the combined effect is positive, Cohen & Steers supports such proposals. In the case of bundled director proposals, Cohen & Steers will vote for the entire slate only if Cohen & Steers would have otherwise voted for each director on an individual basis.

 

   

Other Business. Cohen & Steers generally votes against proposals to approve other business where Cohen & Steers cannot determine the exact nature of the proposal(s) to be voted on.

 

 

 


Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Information pertaining to the portfolio managers of the registrant, as of January 1, 2020, is set forth below.

 

Benjamin Morton

 

•   Vice President

 

•   Portfolio manager since inception

  

Executive Vice President of Cohen & Steers since 2019. Prior to that, Senior Vice President of Cohen & Steers since 2010. Prior to that, Vice President since 2005.

Tyler Rosenlicht

 

•   Vice President

 

•   Portfolio manager since 2015

  

Senior Vice President of Cohen & Steers since 2018. Prior to that, Vice President of Cohen & Steers since 2015. Prior to that, Research Analyst at Cohen & Steers since 2012.

The Advisor utilizes a team-based approach in managing the Fund. The portfolio managers of the Fund were Benjamin Morton and Tyler Rosenlicht. Messrs. Morton and Rosenlicht, as the leaders of the team, direct and supervise the execution of the Fund’s investment strategy and lead and guide other members of the global listed infrastructure and MLP investment team.

Each portfolio manager listed above manages other investment companies and/or investment vehicles and accounts in addition to the registrant. The following tables show, as of November 30, 2019 for Messrs. Morton and Rosenlicht, the number of accounts each portfolio manager managed in each of the listed categories and the total assets in the accounts managed within each category. One (1) of the 17 accounts managed by Mr. Morton, with total assets of $173 million, is subject to performance-based fees.

 

                                         
Benjamin Morton    Number of accounts    Total assets  

•   Registered investment companies

   6    $ 4,137,920,041  

•   Other pooled investment vehicles

   14    $ 1,297,636,649  

•   Other accounts

   17    $ 3,388,462,869  

 

 

 


                                         
Tyler Rosenlicht    Number of accounts    Total assets  

•   Registered investment companies

   2    $ 259,725,950  

•   Other pooled investment vehicles

   1    $ 6,984,088  

•   Other accounts

   1    $ 22,958,930  

Share Ownership. The following table indicates the dollar range of securities of the registrant owned by the registrant’s portfolio managers as of November 30, 2019 for Messrs. Morton and Rosenlicht:

 

      Dollar Range of Securities Owned

Ben Morton

   $10,001-$50,000

Tyler Rosenlicht

   None

Conflicts of Interest. It is possible that conflicts of interest may arise in connection with the portfolio managers’ management of a Fund’s investments on the one hand and the investments of other accounts or vehicles for which the portfolio managers are responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among a Fund and the other accounts or vehicles he advises. In addition, due to differences in the investment strategies or restrictions among a Fund and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Fund. In some cases, another account managed by a portfolio manager may provide more revenue to the Advisor or Subadvisors, as applicable. While this may appear to create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities, the Advisor and Subadvisors strive to ensure that portfolio managers endeavor to exercise their discretion in a manner that is equitable to all interested persons. In this regard, in the absence of specific account-related impediments (such as client-imposed restrictions or lack of available cash), it is the policy of the Advisor and Subadvisors to allocate investment ideas pro rata to all accounts with the same primary investment objective.

In addition, certain of the portfolio managers may from time to time manage one or more accounts on behalf of the Advisor or Subadvisors, as applicable, and its affiliated companies (the “CNS Accounts”). Certain securities held and traded in the CNS Accounts also may be held and traded in one or more client accounts. It is the policy of the Advisor and Subadvisors however not to put the interests of the CNS Accounts ahead of the interests of client accounts. The Advisor and Subadvisors may aggregate orders of client accounts with those of the CNS Accounts; however, under no circumstances will preferential treatment be given to the CNS

 

 

 


Accounts. For all orders involving the CNS Accounts, purchases or sales will be allocated prior to trade placement, and orders that are only partially filled will be allocated across all accounts in proportion to the shares each account, including the CNS Accounts, was designated to receive prior to trading. As a result, it is expected that the CNS Accounts will receive the same average price as other accounts included in the aggregated order. Shares will not be allocated or re-allocated to the CNS Accounts after trade execution or after the average price is known. In the event so few shares of an order are executed that a pro-rata allocation is not practical, a rotational system of allocation may be used; however, the CNS Accounts will never be part of that rotation or receive shares of a partially filled order other than on a pro-rata basis.

Because certain CNS Accounts are managed with a cash management objective, it is possible that a security will be sold out of the CNS Accounts but continue to be held for one or more client accounts. In situations when this occurs, such security will remain in a client account only if the portfolio manager, acting in its reasonable judgment and consistent with its fiduciary duties, believes this is appropriate for, and consistent with the objectives and profile of, the client account.

Advisor Compensation Structure. Compensation of the Advisor’s portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus and (3) annual stock-based compensation consisting generally of restricted stock units of the Advisor’s parent, CNS. The Advisor’s investment professionals, including the portfolio managers, also receive certain retirement, insurance and other benefits that are broadly available to all of its employees. Compensation of the Advisor’s investment professionals is reviewed primarily on an annual basis.

Method to Determine Compensation. The Advisor compensates its portfolio managers based primarily on the total return performance of funds and accounts managed by the portfolio manager versus appropriate peer groups or benchmarks. C&S uses a variety of benchmarks to evaluate each portfolio managers’ performance for compensation purposes, including the Alerian MLP Index, the S&P 500 Index and other broad based indexes based on the asset classes managed by each portfolio manager. In evaluating the performance of a portfolio manager, primary emphasis is normally placed on one- and three-year performance, with secondary consideration of performance over longer periods of time. Performance is evaluated on a pre-tax and pre-expense basis. In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to risk-adjusted performance. For funds and accounts with a primary investment objective of high current income, consideration will also be given to the fund’s and account’s success in achieving this objective. For portfolio managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis. The Advisor has three funds or accounts with performance-based advisory fees. Portfolio managers are also evaluated on the basis of their success in managing their dedicated team of analysts. Base compensation for portfolio managers of the Advisor varies in line with the portfolio manager’s seniority and position with the firm.

 

 

 


Salaries, bonuses and stock-based compensation are also influenced by the operating performance of the Advisor and CNS. While the annual salaries of the Advisor’s portfolio managers are fixed, cash bonuses and stock based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

None.

Note: On December 10, 2019, the Board of Directors of the Fund approved continuation of the delegation of its authority to management to effect repurchases, pursuant to management’s discretion and subject to market conditions and investment considerations, of up to 10% of the Fund’s common shares outstanding (“Share Repurchase Program”) as of January 1, 2020 through December 31, 2020.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board implemented after the registrant last provided disclosure in response to this Item.

Item 11. Controls and Procedures.

 

(a)

The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, based upon such officers’ evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

 

(b)

There were no changes in the registrant’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

(a)

The Fund did not engage in any securities lending activity during the fiscal year ended November 30, 2019.

 

 

 


(b)

The Fund did not engage in any securities lending activity and did not engage a securities lending agent during the fiscal year ended November 30, 2019.

Item 13. Exhibits.

(a)(1) Not applicable.

(a)(2) Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940.

(a)(3) Not applicable.

(a)(4) Not applicable.

(b) Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(b) under the Investment Company Act of 1940.

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

  By:   /s/ Adam M. Derechin
   

Name:   Adam M. Derechin

Title:    Principal Executive Officer

         (President and Chief Executive Officer)

  Date: February 3, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

  By:   /s/ Adam M. Derechin
   

Name:   Adam M. Derechin

Title:    Principal Executive Officer

         (President and Chief Executive Officer)

  By:   /s/ James Giallanza
   

Name:   James Giallanza

Title:    Principal Financial Officer

         (Chief Financial Officer)

  Date: February 3, 2020