497 1 d161640d497.htm COHEN & STEERS ACTIVE COMMODITIES STRATEGY FUND, INC. Cohen & Steers Active Commodities Strategy Fund, Inc.
Cohen & Steers Active Commodities Strategy Fund, Inc.

CLASS A (CDFAX), CLASS C (CDFCX), CLASS I (CDFIX), CLASS R (CDFRX) AND CLASS Z (CDFZX) SHARES

280 PARK AVENUE
NEW YORK, NEW YORK 10017
PROSPECTUS
Advisor
Cohen & Steers Capital Management, Inc.
280 Park Avenue
New York, New York 10017
Telephone: (212) 832-3232
Transfer Agent
Boston Financial Data Services
P.O. Box 8123
Boston, Massachusetts 02266-8123
Telephone: (800) 437-9912
THE SECURITIES AND EXCHANGE COMMISSION OR COMMODITY FUTURES TRADING COMMISSION HAVE NOT APPROVED OR DISAPPROVED OF THE FUND’S SHARES OR DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANYONE WHO INDICATES OTHERWISE IS COMMITTING A CRIME.
SEPTEMBER 1, 2016    


 


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Cohen & Steers Active Commodities Strategy Fund, Inc.

Summary Section

Investment Objective
The investment objective of Cohen & Steers Active Commodities Strategy Fund, Inc. (the “Fund”) is to achieve attractive total return.  The secondary objective of the Fund is to exceed the total return of its benchmark, the Bloomberg Commodity Index Total Return (formerly known as the Dow Jones UBS Commodity Index Total Return) in U.S. dollars.

Fund Fees and Expenses
This table describes the fees and expenses that you could pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts on Class A shares if you and your family invest, or agree to invest in the future, at least $100,000 in Cohen & Steers funds. More information about these and other discounts is available from your financial intermediary and in “How to Purchase, Exchange and Sell Fund Shares—Purchasing the Class of Fund Shares that is Best for You” in the Fund’s prospectus (the “Prospectus”) and “Reducing the Initial Sales Load on Class A Shares” in the Fund’s Statement of Additional Information (the “SAI”).
  Class A   Class C   Class I   Class R   Class Z
Shareholder Fees (fees paid directly from your investment):                  
Maximum Sales Charge (Load) Imposed On Purchases (as % of offering price)

4.50%   None   None   None   None
Maximum Deferred Sales Charge (Load) (as % of the net asset value at the time of purchase or redemption, whichever is lower)

None   1.00% (1)   None   None   None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):                  
Management Fee

1.00%   1.00%   1.00%   1.00%   1.00%
Distribution (12b-1) Fees

0.25%   0.75%   None   0.50%   None
Other Expenses

5.17%   5.17%   5.17%   5.17%   5.17%
Shareholder Service Fee(2)

0.10%   0.25%   0.10%   None   None
Total Other Expenses

5.27%   5.42%   5.27%   5.17%   5.17%
Total Annual Fund Operating Expenses(3)

6.52%   7.17%   6.27%   6.67%   6.17%
Fee Waiver/Expense Reimbursement(3)

(5.07)%   (5.07)%   (5.17)%   (5.07)%   (5.07)%
Total Annual Fund Operating Expenses (after fee waiver/expense reimbursement)(3,4)

1.45%   2.10%   1.10%   1.60%   1.10%

(1) For Class C shares, the maximum deferred sales charge does not apply after one year.
(2) Restated to reflect the maximum amount of shareholder servicing fees that may be paid by a share class. Actual amounts could be less.
(3) Cohen & Steers Capital Management, Inc., the Fund’s investment advisor (the “Advisor”), has contractually agreed to waive its fee and/or reimburse expenses through June 30, 2018 so that the Fund’s total annual operating expenses, which include the expenses of the
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  subsidiary (excluding acquired fund fees and expenses, taxes and extraordinary expenses), do not exceed 1.45% for Class A shares, 2.10% for Class C shares, 1.10% for Class I shares, 1.60% for Class R shares and 1.10% for Class Z shares. This contractual agreement can be amended at any time by agreement of the Fund and the Advisor and will terminate automatically in the event of termination of the investment advisory agreement between the Advisor and the Fund.
(4) Excludes extraordinary expenses approved by the Board of Directors pursuant to the Fund’s expense reimbursement agreement. With these expenses included, the ratio of expenses to average daily net assets (before expense reduction and net of expense reduction) would have been 6.60% and 1.53% for Class A shares, 7.25% and 2.18% for Class C shares, 6.35% and 1.18% for Class I shares, 6.75% and 1.68% for Class R Shares, and 6.25% and 1.18% for Class Z shares.
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then either redeem or do not redeem your shares at the end of those periods. The example also assumes that your investment has a 5% return each year, that the Fund’s operating expenses remain the same, and that the Advisor did not waive its fee and/or reimburse expenses after June 30, 2018 (through June 30, 2018, expenses are based on the net amount pursuant to the fee waiver/expense reimbursement agreement). Although your actual costs may be higher or lower, based on these assumptions your costs would be:
  1 Year   3 Years   5 Years   10 Years
Class A Shares

$591   $1,478   $2,763   $5,807
Class C Shares              
Assuming redemption at the end of the period

$313   $1,264   $2,705   $6,044
Assuming no redemption at the end of the period

$213   $1,264   $2,705   $6,044
Class I Shares

$112   $ 986   $2,295   $5,424
Class R Shares

$163   $1,120   $2,488   $5,713
Class Z Shares

$112   $ 974   $2,265   $5,361
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was 0% of the average value of its portfolio. In accordance with regulatory requirements, derivative instruments and instruments with a maturity of one year or less at the time of acquisition are excluded from the calculation of the portfolio turnover rate, which leads to the 0% portfolio turnover rate reported above. If these instruments were included in the calculation, the Fund’s portfolio turnover would have been higher.

Principal Investment Strategies
Under normal market conditions, the Fund will pursue its investment objective by investing primarily in a diversified portfolio of exchange-traded commodity futures contracts and other commodity-related derivative instruments, either directly or through a subsidiary. The Fund will also invest in cash and cash equivalents (including U.S. Treasuries and U.S. treasury money market funds) and other fixed income securities to serve as margin or collateral for the Fund’s positions in commodity-related derivative instruments.
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Commodities
Commodities are assets that have tangible properties and that are used in commerce, such as fuels (e.g., crude oil, natural gas and gasoline), precious and industrial metals, livestock and agricultural products. The Fund intends that under normal circumstances it will have targeted allocations to all principal sectors of the commodities market including energy, industrial metals, agricultural, livestock, and precious metals. The Fund may also invest in listed options and exchange-traded products that have exposure to commodities and are primarily listed on U.S. exchanges when futures contracts are not warranted or available.
Although the Fund may make investments in commodity-related derivative instruments directly, the Fund intends to primarily gain exposure to commodities by investing up to 25% of its net assets in Cohen & Steers Active Commodities Strategy, Ltd., a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the “Subsidiary”). The Fund’s investment in the Subsidiary is expected to provide the Fund with exposure to commodities within the limits of the federal income tax requirements applicable to investment companies such as the Fund. Except as otherwise noted, references to the investment objective, strategies and risks of the Fund include the investment objective, strategies and risks of the Subsidiary.
The Fund and Subsidiary are actively managed by Cohen & Steers Capital Management, Inc., the Fund’s investment advisor (the “Advisor”). The Advisor will actively manage the Fund’s and the Subsidiary’s commodity-related investments pursuant to its proprietary investment strategy. The Advisor seeks to generate attractive total return and deliver broad and diversified commodities exposure through a fundamental, bottom-up, research-driven approach including over/under weights and spread and roll strategies. The Advisor adheres to a disciplined investment process that reflects the team’s research into key factors such as global supply and demand, marginal production cost analysis, inventories, market participant analysis, valuation, technical data and structural curve analysis. Additional inputs that feed into the Advisor’s research process include an assessment of the macroeconomic environment, the potential influence of event risk on commodity prices, on-the-ground due diligence field trips, and commodity-related market intelligence from Cohen & Steers’ natural resources and infrastructure teams. The Advisor complements the strength of its internal research with insight provided by external sources to build a well-diversified commodities portfolio. As this is an actively managed strategy, portfolio position weights may change daily based on factors such as fundamentals impacting the underlying commodities and market conditions. In order to be considered for investment, a commodity investment must generally meet the Advisor’s criteria for liquidity.
Based on the Advisor’s fundamental analysis of each commodity in their investment universe, the portfolio managers seek to express their conviction level and active positioning in a commodity by strategically setting commodity position weights, employing long/short spread trades, and actively analyzing each commodity term structure to maximize roll yield. A long/short spread trade is the purchase of a futures contract against the sale of another futures contract, which may or may not involve the same commodity. “Rolling” futures contracts is the process by which a holder of a particular futures contract will sell such contract on or before the expiration date and simultaneously purchase a new contract with identical terms except for a later expiration date.
Under normal market conditions, the Advisor expects that the Fund’s gross notional value of its long positions may be up to 130% of its net assets and its gross notional value of its short positions may be up to 30% of its net assets. The Fund may, from time to time, be leveraged as a result of its
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investments in commodities so that the Fund’s (and the Subsidiary’s) net investments in commodities may exceed the Fund’s net assets (including its interest in the Subsidiary), but the Advisor expects that, under normal market conditions, the Fund’s net notional value (long positions minus short positions) will equal approximately 100% of its net assets. The Fund’s positions in commodity-related derivative instruments will be fully collateralized, which will reduce the leveraging effect of these instruments.
Fixed Income Securities
Assets not invested by the Fund in the Subsidiary or directly in commodity-related derivative instruments are invested in cash equivalents, U.S. government securities and other high-quality short-term debt securities. The Fund’s fixed income investments consist primarily of direct and guaranteed obligations of the U.S. government and senior obligations of U.S. government agencies as well as money market securities. The Fund intends to invest primarily in fixed income securities that are rated investment grade. A security will be considered to be investment grade if it is rated as such by one nationally recognized statistical rating organization (“NRSRO”) (for example, minimum Baa3 or BBB- by Moody’s or S&P) or, if unrated, is judged to be investment grade by the Advisor. The Fund intends to invest primarily in fixed income securities with maturities not exceeding one year at the time of investment, but may invest in securities of any maturity.
The Fund will strive to remain fully invested, except during periods of repositioning, to address settlement issues, to provide sufficient cash and cash equivalents for daily margin maintenance and shareholder redemptions and in other appropriate circumstances as determined by the Advisor.
The Fund is non-diversified under the Investment Company Act of 1940 (the “1940 Act”), which means it may invest a larger percentage of its assets in fewer instruments than a diversified mutual fund.

Principal Risks of Investing in the Fund
Investment Risk
An investment in the Fund is subject to investment risk, including the possible loss of the entire principal amount that you invest.
Market Risk
Your investment in Fund shares represents an indirect investment in the securities owned by the Fund. The value of these securities, like other investments, may move up or down, sometimes rapidly and unpredictably. Your Fund shares at any point in time may be worth less than what you invested, even after taking into account the reinvestment of Fund dividends and distributions.
Commodities Risk
Because the Fund will have significant investment exposure to commodity-related derivative instruments, developments affecting commodities may have a disproportionate impact on the Fund. The Fund’s investment in commodity-linked derivative instruments may subject the Fund to greater volatility than investments in traditional securities, particularly if the instruments involve leverage.
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Although the Fund’s commodity exposure as a whole will not typically be leveraged (i.e., the Fund’s commodity investments will have an aggregate notional value substantially equal to its net assets), individual commodity-linked derivative instruments may employ leverage. The value of commodity-related derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. In addition, the relationships between various commodities and related derivatives may not behave as expected. Use of leveraged commodity-related derivatives, if any, creates an opportunity for increased return but, at the same time, creates the possibility for greater loss (including the likelihood of greater volatility of the Fund’s net asset value (“NAV”)).
Derivatives Risk
The Fund may gain exposure to commodities through related derivative instruments, such as futures, options on futures, swaps, forwards and structured notes. Many of the risks applicable to trading the underlying asset are also applicable to derivatives trading. However, there are a number of additional risks associated with derivatives trading, including market risk, credit risk, counterparty risk, liquidity risk, leverage risk and tracking risk. Transactions in certain derivatives are subject to clearance on a U.S. national exchange and to regulatory oversight, while other derivatives are subject to risks of trading in the over-the-counter (“OTC”) markets or on non-U.S. exchanges. The use of derivatives can lead to losses because of adverse movements in the price or value of the underlying asset, index or rate, which may be magnified by certain features of the derivatives. The Securities and Exchange Commission (the “SEC”) has recently proposed regulations governing the use of derivatives by mutual funds. The final rules may prevent the Fund from implementing its investment strategy in the manner desired, which could potentially have a negative impact on returns.
Fixed-Income Securities Risk
Fixed-income securities generally present three types of risk—interest rate risk, which is the risk that bond prices will decline because of rising interest rates, credit risk, which is the chance that a bond issuer will fail to timely pay interest and principal or that a bond's price declines because of negative perceptions of an issuer’s ability to pay interest and principal, and liquidity risk, which is the risk that securities will not be able to be sold at the time or price desired by the Fund.
Government Securities Risk
Securities of certain U.S. government agencies and instrumentalities are not guaranteed by the U.S. Treasury, and the fund must look principally to the agency or instrumentality issuing or guaranteeing the securities for repayment.
Subsidiary Risk
By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary’s investments. The types of derivatives and other investments held by the Subsidiary generally are similar to those that are permitted to be held by the Fund and are subject to the same risks that apply to similar investments if held directly by the Fund. The Subsidiary is not registered under the 1940 Act and is not subject to all of the investor protections of the 1940 Act.
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Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the Subsidiary are organized, respectively, could result in the inability of the Fund and/or the Subsidiary to operate as described in this Prospectus and the SAI and could negatively affect the Fund and its shareholders. For example, Cayman Islands law does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands governmental authority taxes, the Fund’s shareholders would likely suffer decreased investment returns.
Clearing Broker Risk
The failure or bankruptcy of the Subsidiary’s clearing broker could result in a substantial loss of Fund assets. Under current Commodity Futures Trading Commission (“CFTC”) regulations, a clearing broker maintains customers’ assets in a bulk segregated account. If a clearing broker fails to do so, or is unable to satisfy a substantial deficit in a customer account, its other customers may be subject to risk of loss of their funds in the event of that clearing broker’s bankruptcy. In that event, in the case of futures and options on futures, the clearing broker’s customers, such as the Subsidiary, are entitled to recover, even in respect of property specifically traceable to them, only a proportional share of all property available for distribution to all of that clearing broker’s customers. In the case of cleared swaps, customers of a clearing broker in bankruptcy are entitled to recover assets specifically attributable to them pursuant to new CFTC regulations, but may nevertheless risk loss of some or all of their assets due to accounting or operational issues or due to legal risk in connection with the application of bankruptcy law to cleared swaps.
Tax Risks
The Fund’s ability to make direct and indirect investments in commodity-related derivative instruments and certain related investments, is limited by the Fund’s intention to qualify as a “regulated investment company” (“RIC”) under the Internal Revenue Code of 1986 (the “Code”); if the Fund does not appropriately limit such investments or if such investments are recharacterized for U.S. tax purposes, the Fund’s status as a RIC may be jeopardized. The Fund’s investment in the Subsidiary is intended to provide additional exposure to commodities while allowing the Fund to satisfy the requirements applicable to RICs. If the Fund were to fail to qualify as a RIC in any taxable year, and were ineligible to or otherwise did not cure such failure, the Fund would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net long-term capital gains, would be taxable to shareholders as dividend income. See “Additional Information—Tax Considerations.”
Regulatory Risk
The SEC has recently proposed regulations governing the use of derivatives by mutual funds. The impact of the new proposed regulations is still unknown, but these proposed regulations may adversely affect the performance of some derivative instruments used by the Fund as well as the Fund’s ability to pursue its investment objective through the use of such instruments, may potentially increase the costs of using derivatives, and may limit the availability of some forms of derivatives or the Fund’s ability to use derivatives.
The Advisor is registered with the CFTC as a commodity pool operator (“CPO”) with respect to the Fund and the Subsidiary. Compliance with the CFTC’s disclosure, reporting and recordkeeping
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requirements may increase Fund expenses and may affect the ability of the Fund to use commodity interests (including futures, options on futures, commodities, and swaps) to the extent or in the manner desired.
Leveraging Risk
The Fund’s use of derivatives may create leverage (i.e., the Fund’s investment exposures exceed its NAV). Leverage increases the magnitude of the Fund’s losses when the value of its investments declines. Because many derivatives have a leverage component (i.e., a notional value in excess of the assets needed to establish or maintain the derivative position), adverse changes in the value or level of the underlying asset, rate or index may result in a loss substantially greater than the amount invested in the derivative itself. The use of leverage is considered to be a speculative investment practice and may result in substantial and potentially unanticipated losses to the Fund or the Subsidiary. Some derivatives, such as derivatives that provide for short exposure, have the potential for unlimited loss, regardless of the size of the initial investment. The Fund may manage some of its derivative exposure by offsetting derivative positions against one another or against other assets. To the extent offsetting positions do not behave in relation to one another as expected, the Fund may perform as if it were leveraged to a greater extent than intended.
Non-U.S. Investment Risk
The Fund may invest in commodity futures contracts traded on non-U.S. exchanges or enter into OTC derivative contracts with non-U.S. counterparties. Transactions on non-U.S. exchanges or with non-U.S. counterparties present risk because they may not be subject to the same degree of regulation as their U.S. counterparts.
Other Investment Companies Risk
To the extent the Fund invests a portion of its assets in investment companies, including open-end funds, closed-end funds, ETFs and other types of investment companies, those assets will be subject to the risks of the purchased investment companies’ portfolio securities, and a shareholder in the Fund will bear not only his or her proportionate share of the Fund’s expenses, but also indirectly the expenses of the purchased investment companies. Shareholders would therefore be subject to duplicative expenses to the extent the Fund invests in other investment companies. Risks associated with investments in closed-end funds also generally include market risk, leverage risk, risk of market price discount from NAV, risk of anti-takeover provisions and non-diversification. The Fund may invest in exchange traded derivative products that are not registered under the 1940 Act.
Management Risk
The value of your investment depends on the judgment of the Advisor about the quality, relative yield, value or market trends affecting a particular security, industry, sector or region, which may prove to be incorrect. Investment strategies employed by the Advisor in selecting investments for the Fund may not result in an increase in the value of your investment or in overall performance equal to other investments.
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,
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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.
Your investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Fund Performance
The following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows changes in the Fund’s performance from year to year for the Class A shares. The table shows how the Fund’s average annual returns compare with the performance of a selected broad-based market index, the S&P 500 Index, over various time periods. In addition to the broad-based market index, the table shows performance of the Bloomberg Commodity Index Total Return.  The Bloomberg Commodity Index Total Return is a broadly diversified index that tracks the commodity markets through commodity futures contracts. The index is made up of exchange-traded futures on physical commodities, which are weighted to account for economic significance and market liquidity.  The Advisor believes that this index, as compared to the broad-based market index, is comprised of securities that are more representative of the Fund's investment strategy. Past performance (both before and after taxes) is not, however, an indication as to how the Fund may perform in the future. Updated performance information, including the Fund’s NAV per share, is available at www.cohenandsteers.com or by calling (800) 330-7348.
The bar chart does not reflect the deduction of sales charges imposed on Class A shares; if these amounts were reflected, returns would be less than those shown.
Class A Shares
Annual Total Returns(1)(2)
Highest quarterly return during this period:    1.72% (quarter ended June 30, 2015)
Lowest quarterly return during this period:    -15.68% (quarter ended September 30, 2015)

(1) The annual total returns for the Class C, I, R and Z shares of the Fund are substantially similar to the annual total returns of the Class A shares because the assets of all classes are invested in the same portfolio of securities. The annual total returns differ only to the extent that the classes do not have the same expenses.
(2) Class A shares year-to-date return was 15.24% as of June 30, 2016.
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Average Annual Total Returns
(for the periods ended December 31, 2015)
  1 Year   Since
Inception
(May 1, 2014)
Class A Shares      
Return Before Taxes

(30.57)%   (32.93)%
Return After Taxes on Distributions

(30.57)%   (32.93)%
Return After Taxes on Distributions and Sale of Fund Shares

(17.31)%   (24.19)%
Class C Shares      
Return Before Taxes

(28.40)%   (31.43)%
Class I Shares      
Return Before Taxes

(27.09)%   (30.82)%
Class R Shares      
Return Before Taxes

(27.40)%   (31.89)% (1)
Class Z Shares      
Return Before Taxes

(27.09)%   (30.82)%
Bloomberg Commodity Index Total Return(2)

(24.66)%   (28.10)%
S&P 500® Index (reflects no deduction for fees, expenses or taxes)(3)

1.38%   7.26%

(1) The inception date for Class R shares is October 1, 2014.
(2) The Bloomberg Commodity Index Total Return is a broadly diversified index that tracks the commodity markets through commodity futures contracts. The index is made up of exchange-traded futures on physical commodities, which are weighted to account for economic significance and market liquidity.
(3) The S&P 500 Index is an unmanaged index of common stocks that is frequently used as a general measure of U.S. stock market performance.
After-tax returns are shown for Class A shares only. After-tax returns for Class C, I, R and Z shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their shares through tax-advantaged arrangements such as 401(k) plans or individual retirement accounts.

Investment Management
Advisor
Cohen & Steers Capital Management, Inc. (the “Advisor”)
Portfolio Managers
The Fund's portfolio managers are:
Nicholas Koutsoftas—Senior Vice President of the Advisor. Mr. Koutsoftas has been a portfolio manager of the Fund since inception.
Benjamin Ross—Senior Vice President of the Advisor. Mr. Ross has been a portfolio manager of the Fund since inception.
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Purchase and Sale of Fund Shares
  Class A and C
Shares
Class I
Shares
Class R and Z
Shares
Minimum Initial Investment  • No minimum  • $100,000 (aggregate for registered advisors)  • No minimum
Minimum Subsequent Investment  • No minimum
 • $100 for Automatic Investment Plans
 • No minimum
 • $500 for Automatic Investment Plans
 • No minimum
 • $50 for Automatic Investment Plans
You may purchase, redeem or exchange shares of the Fund on any business day, which is any day the New York Stock Exchange (“NYSE”) is open for business, by written request, wire transfer (call (800) 437-9912 for instructions) or telephone. You may purchase, redeem or exchange shares of the Fund either through a financial intermediary or directly through Cohen & Steers Securities, LLC, the Fund’s distributor (the “Distributor”). For accounts opened directly through the Distributor, a completed and signed Subscription Agreement is required for the initial account opened with the Fund.
Please mail the signed Subscription Agreement to:
Boston Financial Data Services
Cohen & Steers Funds
P.O. Box 8123
Boston, MA 02266-8123
Phone: (800) 437-9912

Tax Information
The Fund’s distributions may be comprised of taxable ordinary income, taxable capital gains and/or a non-taxable return of capital, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and/or its Advisor or Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your individual financial adviser to recommend the Fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.

Investment Objective, Principal Investment Strategies and Related Risks

Objective
The investment objective of the Fund is to achieve attractive total return.  The secondary objective of the Fund is to exceed the total return of its benchmark, the Bloomberg Commodity Index Total
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Return (formerly known as the Dow Jones UBS Commodity Index Total Return) in U.S. dollars. There can be no assurance that the Fund will achieve its investment objective. The Fund may change its investment objective without shareholder approval, although it has no current intention to do so. Shareholders will be provided with at least 60 days’ prior written notice of any change to the Fund’s investment objective.

Principal Investment Strategies
The following are the Fund’s principal investment strategies. A more detailed description of the Fund’s investment policies and restrictions and more detailed information about the Fund’s investments are contained in the Fund’s SAI.
Commodities
The Advisor will actively manage the Fund’s and the Subsidiary’s commodity-related investments pursuant to its proprietary investment strategy. The Advisor seeks to generate attractive total return and deliver broad and diversified commodities exposure through a fundamental, bottom-up, research-driven approach including over/under weights and spread and roll strategies. The Advisor adheres to a disciplined investment process that reflects the team’s research into key factors such as global supply and demand, marginal production cost analysis, inventories, market participant analysis, valuation, technical data and structural curve analysis. Additional inputs that feed into the Advisor’s research process include an assessment of the macroeconomic environment, the potential influence of event risk on commodity prices, on-the-ground due diligence field trips, and commodity-related market intelligence from Cohen & Steers’ natural resources and infrastructure teams. The Advisor complements the strength of its internal research with insight provided by external sources to build a well-diversified commodities portfolio. As this is an actively managed strategy, portfolio position weights may change daily based on factors such fundamentals impacting the underlying commodities and market conditions. In order to be considered for investment, a commodity investment must generally meet the Advisor’s criteria for liquidity.
Based on the Advisor’s fundamental analysis of each commodity in their investment universe, the portfolio managers seek to express their conviction level and active positioning in a commodity through over-and underweights relative to the strategy’s benchmark, out-of-benchmark positions, relative long/short spread trades, dynamic rolling, and optimal curve positioning. At the discretion of the Advisor, the Fund and the Subsidiary (i) may purchase futures contracts (“Long Positions”) or (ii) may sell futures contracts that it will repurchase at a later date (“Short Positions”) or (iii) may combine Long Positions and Short Positions in different futures contracts that the Advisor deems to be economically related (“Spread Trades”).
Under normal market conditions, the Advisor expects that the Fund’s gross notional value of its long positions may be up to 130% of its net assets and its gross notional value of its short positions may be up to 30% of its net assets. Occasionally, the Fund’s gross notional value of its long and short positions may be greater than 130% and 30% of NAV, respectively, due to the accounting treatment of certain offsetting futures contracts. The Fund may, from time to time, be leveraged as a result of its investments in commodities so that the Fund’s (and the Subsidiary’s) net investments in commodities may exceed the Fund’s net assets (including its interest in the Subsidiary), but the Advisor expects
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that, under normal market conditions, the Fund’s net notional value (long positions minus short positions) will equal approximately 100% of its net assets. The Fund’s positions in commodity-related derivative instruments will be fully collateralized, which will reduce the leveraging effect of these instruments.
Fixed Income Securities
In making investment decisions with respect to fixed income securities, the Advisor seeks to select what it believes are undervalued securities on the basis of risk and return profiles. The Advisor, in making these determinations, evaluates the fundamental characteristics of an issuer, including an issuer’s creditworthiness, and also takes into account prevailing market factors and macroeconomic trends. In analyzing an issuer’s credit quality, the Advisor considers both revealed credit metrics, such as earnings, leverage and liquidity, as well as qualitative factors, such as the quality of management and industry trends. In addition, the Advisor considers security specific factors, such as placement of the securities within an issuer’s corporate and capital structure as well as call and other structural features. Also, the Advisor considers event risk, the likely directions of credit ratings and relative value versus other income security classes, among other factors.
Commodity-related Derivatives
The commodity-related derivative instruments in which the Fund and the Subsidiary may invest include commodity futures and forwards, commodity swaps, options on commodity futures and commodity-linked structured notes. Commodity futures and forwards are financial instruments in which a buyer agrees to purchase and a seller agrees to sell a designated commodity for a fixed price at a specified future date. Commodity futures may be listed on an exchange and thus traded at market prices on an exchange pursuant to terms common to all market participants, while commodity forwards are typically privately negotiated between the Fund and a counterparty. A commodity swap is an agreement between two parties to exchange cash flows or returns (or differences in returns) on a commodity, commodity basket or commodity index. An option on a futures contract gives the holder the right to buy or sell that futures contract at the options strike price on a specified expiration date or upon early exercise. A structured note is a debt instrument the return on which is tied to a reference asset or rate, such as a commodity, commodity basket or commodity index. In accordance with Section 18 of the 1940 Act, the Subsidiary and/or the Fund, as applicable, will also hold cash or cash equivalents, fixed income securities and other instruments to serve as margin or collateral for its positions in certain of these derivative instruments.
Other Investment Companies
The Fund may invest in securities of other open- or closed-end investment companies, including registered investment companies that are exchange-traded funds (“ETFs”) . ETFs trade on a securities exchange and their shares may, at times, trade at a premium or discount to their NAV. Most ETFs hold a portfolio of common stocks or bonds designed to track the performance of a securities index, including industry, sector, country and region indexes, but an ETF may not replicate exactly the performance of the index it seeks to track for a number of reasons, including transaction costs incurred by the ETF.
The Fund may also invest a portion of its assets in pooled investment vehicles other than registered investment companies. For example, some vehicles which are commonly referred to as “exchanged traded funds” may not be registered investment companies (and therefore not subject to the
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protections of the 1940 Act) because of the nature of their underlying investments. As a stockholder in an investment company or other pooled vehicle, the Fund will bear its ratable share of that investment company’s or vehicle’s expenses, and would remain subject to payment of the fund’s or vehicle’s advisory and administrative fees with respect to assets so invested. Shareholders would therefore be subject to duplicative expenses to the extent the Fund invests in other investment companies or vehicles. In addition, the securities of other investment companies or pooled vehicles may be leveraged and will therefore be subject to leverage risks (in addition to other risks of the investment company’s or pooled vehicle’s strategy). The Fund will also incur brokerage costs when purchasing and selling shares of ETFs and other pooled vehicles.
Other Derivatives Transactions
In addition to commodity-related derivatives instruments, the Fund may, but is not required to, use futures and options on securities, indices and currencies, forward foreign currency exchange contracts, swaps and other derivatives. A derivative is a security or instrument whose value is determined by reference to the value or the change in value of one or more securities, currencies, indices or other financial instruments. In addition to the uses of derivatives discussed above, the Fund may use derivatives for a variety of other purposes, including:
as a hedge against adverse changes in the market prices of securities, interest rates or currency exchange rates;
as a substitute for purchasing or selling securities;
to increase the Fund’s return as a non-hedging strategy that may be considered speculative; or
to manage portfolio characteristics.
The Fund may enter into commodity-linked derivatives, commodity-linked notes, and other derivative instruments, such as swaps and futures, that provide exposure to commodities, as described above under “Commodity-related Derivatives.” The Fund also may enter into credit default swaps, which can be used to acquire or to transfer the credit risk of a security without buying or selling the security.

Principal Risks of Investing in the Fund
This section contains a discussion of the general risks of investing in the Fund. As with any fund, there can be no guarantee that the Fund will meet its investment objective or that the Fund’s performance will be positive for any period of time. An investment in the Fund is not a deposit in any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or by any bank or governmental agency.
Investment Risk
An investment in the Fund is subject to investment risk, including the possible loss of the entire principal amount that you invest.
Market Risk
Your investment in Fund shares represents an indirect investment in the securities owned by the Fund. The value of these securities, like other investments, may move up or down, sometimes rapidly
13

 

and unpredictably. Your Fund shares at any point in time may be worth less than what you invested, even after taking into account the reinvestment of Fund dividends and distributions.
Commodities Risk
Investments in commodity-linked derivative instruments have a high degree of price variability and are subject to rapid and substantial price changes. These price changes may be magnified by computer-driven algorithmic trading, which is becoming more prevalent in the commodities markets. Price movements are outside of the Funds’ control, are extremely difficult to predict and may not be anticipated by the Advisor. Because the Fund has a significant portion of its assets concentrated in commodity-linked derivative instruments, developments affecting commodities will have a disproportionate impact on the Fund. Such development may include, among other things:
governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies;
weather and climate conditions;
changing supply and demand relationships;
changes in international balances of payments and trade;
U.S. and international rates of inflation;
currency devaluations and revaluations;
U.S. and international political and economic events;
changes in interest and foreign currency/exchange rates;
market liquidity; and
changes in philosophies and emotions of market participants.
The Funds’ investments in commodity-linked derivative instruments may subject the Fund to greater volatility than investments in traditional securities, particularly if the instruments involve leverage. Although the Funds’ commodity exposure as a whole will not typically be leveraged (i.e., the Funds’ commodity investments will have an aggregate notional value substantially equal to its net assets), individual commodity-linked derivative instruments may employ leverage.
The commodity markets are subject to temporary distortions and other disruptions due to, among other factors, lack of liquidity, the participation of speculators, and government regulation and other actions. U.S. futures exchanges and some foreign exchanges limit the amount of fluctuation permitted in futures contract prices during any single trading day by regulations referred to as “daily price fluctuation limits.” The maximum or minimum price of a contract as a result of these limits is referred to as a “limit price.” If the limit price has been reached in a particular contract, no trades may be made beyond the limit price for the remainder of the day. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices.
No active trading market may exist for certain commodity investments, which may impair the ability of the Fund to sell or to realize the full value of such investments in the event of the need to liquidate
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such investments. In addition, adverse market conditions may impair the liquidity of actively traded commodity investments.
Derivatives Risk
The Fund may gain exposure to commodities through related derivative instruments, such as futures, options on futures, swaps, forwards and structured notes. Many of the risks applicable to trading the underlying asset are also applicable to derivatives trading, including regulatory risk. See “Principal Risks of Investing in the Fund—Regulatory Risk.” However, there are a number of additional risks associated with derivatives trading. Transactions in certain derivatives are subject to clearance on a U.S. national exchange and to regulatory oversight, while other derivatives are subject to risks of trading in the OTC markets or on non-U.S. exchanges. Additional risks associated with derivatives trading include:
Counterparty Risk. Because some of the derivative transactions in which the Fund may engage (for example, certain swaps) may involve instruments that are not traded on an exchange but are instead traded between counterparties based on contractual relationships, the Fund is subject to the risk that a counterparty will not perform its obligations under the related contracts. Although the Fund intends to enter into transactions only with counterparties which the Advisor believes to be creditworthy, there can be no assurance that a counterparty will not default and that the Fund will not sustain a loss on a transaction as a result.
  In the event of the counterparty’s bankruptcy or insolvency, the Fund’s collateral may be subject to the conflicting claims of the counterparty’s creditors, and the Fund may be exposed to the risk of a court treating the Fund as a general unsecured creditor of the counterparty, rather than as the owner of the collateral.
  The Fund is subject to the risk that issuers of the instruments in which it invests and trades may default on their obligations under those instruments, and that certain events may occur that have an immediate and significant adverse effect on the value of those instruments. There can be no assurance that an issuer of an instrument in which the Fund invests will not default, or that an event that has an immediate and significant adverse effect on the value of an instrument will not occur, and that the Fund will not sustain a loss on a transaction as a result.
Liquidity Risk. Derivative instruments, especially when traded in large amounts, may not be liquid in all circumstances, so that in volatile markets the Fund may not be able to close out a position without incurring a loss. In addition, daily limits on price fluctuations and speculative position limits on exchanges on which the Fund may conduct its transactions in derivative instruments may prevent profitable liquidation of positions, subjecting the Fund to the potential of greater losses.
Financial Leverage Risk. Trading in derivative instruments can result in large amounts of financial leverage. Thus, the leverage offered by trading in derivative instruments will magnify the gains and losses experienced by the Fund and could cause the value of the Fund’s net assets to be subject to wider fluctuations than would be the case if the Fund did not use the leverage feature of derivative instruments.
Tracking Risk. The value of the derivatives that the Fund uses to gain commodities exposure may not correlate to the values of the underlying physical commodities. When used for hedging
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  purposes, an imperfect or variable degree of correlation between price or rate movements of the derivative instrument and the underlying physical investment sought to be hedged may prevent the Fund from achieving the intended hedging effect or expose the Fund to risk of loss.
Fixed-Income Securities Risk
There are special risks associated with investing in fixed-income securities, including:
Credit Risk. Credit risk refers to the possibility that the issuer of a security will not be able to make payments of interest and principal when due because the issuer of the security experiences a decline in its financial status. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.
Interest Rate Risk. Interest rate risk is the risk that debt securities will decline in value because of changes in market interest rates. When market interest rates rise, the market value of such securities generally will fall, and therefore the Fund may underperform during periods of rising interest rates. The Fund may be subject to a greater risk of rising interest rates than would normally be the case due to the current period of historically low rates and the effect of government monetary policy initiatives and resulting market reaction to those initiatives. Debt securities with longer periods before maturity may be more sensitive to interest rate changes.
Prepayment and Extension Risk. Prepayment risk is the risk that changes in interest rates, credit spreads or other factors will result in the call (repayment) of a debt security more quickly than expected, such that the Fund may have to invest the proceeds in lower yielding securities, or that expectations of such early call will negatively impact the market price of the security. Extension risk is the risk that changes in the interest rates or credit spreads may result in diminishing call expectations, which can cause prices to fall.
Call Risk. Call risk is the risk that, during a period of falling interest rates, the issuer may redeem a security by repaying it early, which may reduce the Fund’s income if the proceeds are reinvested at lower interest rates.
Liquidity Risk. Certain debt securities may be substantially less liquid than many other securities, such as common stocks or U.S. Government securities. Illiquid securities involve the risk that the securities will not be able to be sold at the time desired by the Fund or at prices approximating the value at which the Fund is carrying the securities on its books.
Government Securities Risk
Securities of certain U.S. government agencies and instrumentalities are not guaranteed by the U.S. Treasury, and the fund must look principally to the agency or instrumentality issuing or guaranteeing the securities for repayment.
Subsidiary Risk
By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary’s investments. The types of derivatives and other investments held by the Subsidiary generally are similar to those that are permitted to be held by the Fund and are subject to the same risks that apply to similar investments if held directly by the Fund. The Subsidiary is not registered under the 1940 Act and is not subject to all of the investor protections of the 1940 Act.
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Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the Subsidiary are organized, respectively, could result in the inability of the Fund and/or the Subsidiary to operate as described in this Prospectus and the SAI and could negatively affect the Fund and its shareholders. For example, Cayman Islands law does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands governmental authority taxes, the Fund’s shareholders would likely suffer decreased investment returns.
Clearing Broker Risk
The failure or bankruptcy of the Subsidiary’s clearing broker could result in a substantial loss of Fund assets. Under current CFTC regulations, a clearing broker maintains customers’ assets in a bulk segregated account. If a clearing broker fails to do so, or is unable to satisfy a substantial deficit in a customer account, its other customers may be subject to risk of loss of their funds in the event of that clearing broker’s bankruptcy. In that event, in the case of futures and options on futures, the clearing broker’s customers, such as the Subsidiary, are entitled to recover, even in respect of property specifically traceable to them, only a proportional share of all property available for distribution to all of that clearing broker’s customers. In the case of cleared swaps, customers of a clearing broker in bankruptcy are entitled to recover assets specifically attributable to them pursuant to new CFTC regulations, but may nevertheless risk loss of some or all of their assets due to accounting or operational issues or due to legal risk in connection with the application of bankruptcy law to cleared swaps.
Tax Risks
The Fund’s ability to make direct and indirect investments in commodity-related derivative instruments and certain related investments, is limited by the Fund’s intention to qualify as a RIC under the Code; if the Fund does not appropriately limit such investments or if such investments are recharacterized for U.S. tax purposes, the Fund’s status as a RIC may be jeopardized. The Fund’s investment in the Subsidiary is intended to provide additional exposure to commodities while allowing the Fund to satisfy the requirements applicable to RICs. If the Fund were to fail to qualify as a RIC in any taxable year, and were ineligible to or otherwise did not cure such failure, the Fund would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net long-term capital gains, would be taxable to shareholders as dividend income. See “Additional Information—Tax Considerations.”
Regulatory Risk
The SEC has recently proposed regulations governing the use of derivatives by mutual funds. The impact of the new proposed regulations is still unknown, but these proposed regulations may adversely affect the performance of some derivative instruments used by the Fund as well as the Fund’s ability to pursue its investment objective through the use of such instruments, may potentially increase the costs of using derivatives, and may limit the availability of some forms of derivatives or the Fund’s ability to use derivatives.
The Advisor is registered with the CFTC as a CPO with respect to the Fund and the Subsidiary. Compliance with the CFTC’s disclosure, reporting and recordkeeping requirements may increase Fund expenses and may affect the ability of the Fund to use commodity interests (including futures, options on futures, commodities, and swaps) to the extent or in the manner desired.
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Leveraging Risk
The Fund’s use of derivatives may create leverage (i.e., the Fund’s investment exposures exceed its NAV). Leverage increases the magnitude of the Fund’s losses when the value of its investments declines. Because many derivatives have a leverage component (i.e., a notional value in excess of the assets needed to establish or maintain the derivative position), adverse changes in the value or level of the underlying asset, rate or index may result in a loss substantially greater than the amount invested in the derivative itself. The use of leverage is considered to be a speculative investment practice and may result in substantial and potentially unanticipated losses to the Fund or the Subsidiary. Some derivatives, such as derivatives that provide for short exposure, have the potential for unlimited loss, regardless of the size of the initial investment. The Fund may manage some of its derivative exposure by offsetting derivative positions against one another or against other assets. To the extent offsetting positions do not behave in relation to one another as expected, the Fund may perform as if it were leveraged to a greater extent than intended.
Non-U.S. Investment Risk
The Fund may invest in commodity futures contracts traded on non-U.S. exchanges or enter into OTC derivative contracts with non-U.S. counterparties. Transactions on non-U.S. exchanges or with non-U.S. counterparties present risk because they may not be subject to the same degree of regulation as their U.S. counterparts.
Other Investment Companies Risk
To the extent the Fund invests a portion of its assets in investment companies, including open-end funds, closed-end funds, ETFs and other types of investment companies, those assets will be subject to the risks of the purchased investment companies’ portfolio securities, and a shareholder in the Fund will bear not only his or her proportionate share of the Fund’s expenses, but also indirectly the expenses of the purchased investment companies. Shareholders would therefore be subject to duplicative expenses to the extent the Fund invests in other investment companies. Risks associated with investments in closed-end funds also generally include market risk, leverage risk, risk of market price discount from NAV, risk of anti-takeover provisions and non-diversification. The Fund may invest in exchange traded derivative products that are not registered under the 1940 Act.
Management Risk
The value of your investment depends on the judgment of the Advisor about the quality, relative yield, value or market trends affecting a particular security, industry, sector or region, which may prove to be incorrect. Investment strategies employed by the Advisor in selecting investments for the Fund may not result in an increase in the value of your investment or in overall performance equal to other investments.
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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Additional Investment Information
In addition to the principal investment strategies described above, the Fund has other investment practices that are described here and in the SAI.
Illiquid Securities
The Fund will not invest more than 15% of its net assets in illiquid securities. Illiquid securities involve the risk that the securities will not be able to be sold promptly (e.g., within seven days) at the time desired by the Fund or at prices approximating the value at which the Fund is carrying the securities on its books and records. Restricted securities, which are securities that may not be resold to the public without an effective registration statement under the Securities Act of 1933, or, if they are unregistered, may be sold only in a privately negotiated transaction or pursuant to an exemption from registration, may be illiquid.
Defensive Position
When the Advisor believes that market or general economic conditions justify a temporary defensive position, the Fund may deviate from its investment objective and invest all or any portion of its assets in short-term debt instruments, government securities, cash or cash equivalents. When and to the extent the Fund assumes a temporary defensive position, it may not pursue or achieve its investment objective. In addition, the Fund may be required to hold more cash than anticipated to support its derivative positions, which could negatively impact returns.
Portfolio Holdings
A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s SAI. The Fund also files its complete schedule of portfolio holdings with the SEC on Form N-Q as of the end of its first and third fiscal quarters. The Fund’s full portfolio holdings are published semi-annually in reports sent to shareholders and filed with the SEC on Form N-CSR and such reports are made available at www.cohenandsteers.com in the “Funds” section, generally within 70 days after the end of each semi-annual period. The Fund also posts an uncertified list of portfolio holdings on the website, no earlier than 15 days after the end of each calendar quarter. The holdings information remains available until the Fund files a report on Form N-Q or Form N-CSR for the period that includes the date as of which the information is current. In addition to information on portfolio holdings, other Fund statistical information may be found on www.cohenandsteers.com or by calling 800-330-7348.

Management of the Fund

The Advisor
The Advisor, a registered investment advisor located at 280 Park Avenue, New York, New York 10017, was formed in 1986 and its clients include pension plans, endowment funds and investment companies, including each of the open-end and closed-end Cohen & Steers funds. As of June 30, 2016, the Advisor managed approximately $58.7 billion in assets. The Advisor is a wholly-owned subsidiary of Cohen & Steers, Inc. (“CNS”), a publicly traded company whose common stock is listed on the NYSE under the symbol “CNS.”
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Under its investment advisory agreement (the “Investment Advisory Agreement”) with the Fund, the Advisor furnishes a continuous investment program for the Fund’s portfolio, makes the day-to-day investment decisions for the Fund and generally manages the Fund’s investments in accordance with the stated policies of the Fund, subject to the general supervision of the Board of Directors of the Fund. The Advisor also performs certain administrative services for the Fund and provides persons satisfactory to the Board of Directors of the Fund to serve as officers of the Fund. Such officers, as well as certain Directors of the Fund, may also be directors, officers, or employees of the Advisor. The Advisor also selects brokers and dealers to execute the Fund’s portfolio transactions.
For its services under the Investment Advisory Agreement, the Fund pays the Advisor a monthly investment advisory fee at the annual rate of 1.00% of the average daily net assets of the Fund. This fee is allocated among the separate classes based on the classes’ proportionate shares of such average daily net assets. Due to fee waiver and expense reimbursement arrangements in effect, the Fund did not pay an investment advisory fee during the fiscal period ended April 30, 2016.
In addition to this investment advisory fee, the Fund pays other operating expenses, which may include but are not limited to administrative, transfer agency, custodial, legal and accounting fees. The Fund pays the Advisor a monthly fee at the annual rate of 0.08% for administration services.
The Advisor has contractually agreed to waive its fee and/or reimburse expenses through June 30, 2018 so that the Fund’s total annual operating expenses (excluding acquired fund fees and expenses, taxes and extraordinary expenses) do not exceed 1.45% for Class A shares, 2.10% for Class C shares, 1.10% for Class I shares, 1.60% for Class R shares and 1.10% for Class Z shares. This contractual agreement can be amended at any time by agreement of the Fund and the Advisor and will terminate automatically in the event of termination of the investment advisory agreement between the Advisor and the Fund.
A discussion regarding the Board of Directors’ basis for approving the Investment Advisory Agreement is available in the Fund’s semi-annual report to shareholders for the period ended October 31, 2015.

Portfolio Managers
The Fund’s portfolio managers are:
Nicholas Koutsoftas—Mr. Koutsoftas joined the Advisor in 2013 and currently serves as Senior Vice President of the Advisor. Mr. Koutsoftas was previously Senior Vice President and co-portfolio manager at GE Asset Management (“GEAM”) since its inception. He joined GEAM in 1999 and began his career at GE in 1995. Mr. Koutsoftas has a BSE degree from University of Massachusetts at Amherst and an MBA from NYU Stern School of Business.
Benjamin Ross—Mr. Ross joined the Advisor in 2013 and currently serves as Senior Vice President of the Advisor. Previously at GEAM, Mr. Ross was co-portfolio manager of the GE Active Commodities strategy since its inception. Earlier, Mr. Ross was a Senior Trader at GEAM, leading the international equity trading desk. Before joining GE in 1996, he worked at State Street Bank & Trust. Mr. Ross has a BS from Northeastern University.
The SAI contains additional information about the portfolio managers’ compensation, other accounts they manage, and their ownership of securities in the Fund.
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Pricing of Fund Shares

The price at which you can purchase and redeem each class of the Fund’s shares is the NAV of that class of shares next determined after we receive your order in proper form, less any applicable sales charge. Proper form means that your request includes the Fund name and account number, states the amount of the transaction (in dollars or shares), includes the signatures of all owners exactly as registered on the account, signature guarantees (if necessary), any supporting legal documentation that may be required and any outstanding certificates representing shares to be redeemed.
The Fund calculates its NAV per share as of the close of regular trading on the NYSE, generally 4:00 p.m. eastern time, on each day the NYSE is open for trading. Thus, purchase or redemption orders must be received in proper form by the close of regular trading on the NYSE in order to receive that day’s NAV; orders received after the close of regular trading on the NYSE will receive the NAV next determined. The Fund has authorized one or more brokers to accept on its behalf purchase and redemption orders, and these brokers are authorized to designate other intermediaries on the Fund’s behalf. The Fund will be deemed to have received a purchase or redemption order when an authorized broker, or that broker’s designee, accepts the order, and that order will be priced at the next computed NAV after this acceptance. The Fund determines NAV per share for each class by dividing that class’s share of the net assets of the Fund (i.e., its assets less liabilities) by the total number of outstanding shares of that class.
Investments in securities that are listed on the 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 asked prices for the day or, if no asked price is available, at the bid price. Futures contracts traded on a commodities exchange or board of trade are valued at their settlement price at the close of trading on such exchange or board of trade. Commodity swaps are valued based on the values of underlying futures contracts, using the settlement price from the principal exchange on which the contract is traded. Exchange traded options are valued at their last sale price as of the close of options trading on applicable exchanges on the valuation date. In the absence of a last sale price on such day, options are valued at the average of the quoted bid and ask prices as of the close of business. OTC options are valued based upon prices provided by the respective counterparty.
Securities not listed on the NYSE but listed on other domestic or foreign securities exchanges are valued in a similar manner. Securities traded on more than one securities exchange are valued at the last sale price 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 OTC market, including listed securities whose primary market is believed by the Advisor to be over-the-counter, are valued at the last sale price on the valuation date as reported by sources deemed appropriate by the Board of Directors to reflect their fair market value. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices for the day, or if no asked price is available, at the bid price. However,
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certain fixed-income securities may be valued on the basis of prices provided by a pricing service when such prices are believed by the Advisor, pursuant to procedures approved by the Board of Directors, to reflect the fair market value of such securities. In addition, certain swap agreements may be valued on the basis of the prices of the underlying reference assets.
Securities for which market prices are unavailable, or securities for which the Advisor determines that bid and/or asked 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.
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.
Short-term debt securities, which have a maturity date of 60 days or less, are valued at amortized cost, which approximates value. Investments in open-end mutual funds are valued at their closing NAV.
Because the Fund may hold securities that are primarily listed on foreign exchanges that trade on weekends or days when the Fund does not price its shares, the value of securities held in the Fund may change on days when you will not be able to purchase or redeem Fund shares.

How to Purchase, Exchange and Sell Fund Shares

Purchase Minimums
  Class A and C
Shares
Class I
Shares
Class R and Z
Shares
Minimum Initial Investment  • No minimum  • $100,000 (aggregate for registered advisors)  • No minimum
Minimum Subsequent Investment  • No minimum
 • $100 for Automatic Investment Plans
 • No minimum
 • $500 for Automatic Investment Plans
 • No minimum
 • $50 for Automatic Investment Plans
The Fund reserves the right to change or waive its investment minimum requirements.
Purchasing the Class of Fund Shares that is Best for You
This Prospectus offers five separate classes of shares to give you flexibility in choosing a fee structure that is most beneficial to you. Each class represents an investment in the same portfolio of securities,
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but as described below, the classes utilize a combination of the fees listed below and other features to suit your investment needs. Because each investor’s financial considerations are different, you should speak with your financial advisor to help you decide which share class is best for you.
  Class A Shares Class C Shares Class I Shares Class R Shares Class Z Shares
           
Eligibility Generally available through Financial Intermediaries Generally available through Financial Intermediaries Limited to:
• Current Institutional shareholders that meet certain requirements
• Certain employer-sponsored retirement and benefit plans
• Participants in certain programs sponsored by the Advisor or its affiliates or other Financial Intermediaries
• Certain employees of the Advisor or its affiliates
Available through certain group retirement and benefit plans
Generally not available for purchase by traditional and Roth individual retirement accounts known as “IRAs”
Available through Financial Intermediaries with a selling agreement with the Distributor
Generally not available for purchase by traditional and Roth individual retirement accounts known as “IRAs”
Minimum Investment1 Initial investment:
•  No minimum
Subsequent investment:
• No minimum
• $100 for Automatic Investment Plans
Initial investment:
• No minimum
Subsequent investment:
• No minimum
• $100 for Automatic Investment Plans
Initial investment:
• $100,000 (aggregate for registered advisors)
Subsequent investment:
• No minimum
• $500 for Automatic Investment Plans
Initial investment:
• No minimum
Subsequent investment:
• No minimum
• $50 for Automatic Investment Plans
Initial Investment:
• No minimum
Subsequent investment:
• No minimum
• $50 for Automatic Investment Plans
Initial Sales Charge2 Yes. Paid at the time you purchase your investment. Larger purchases may receive a lower sales charge No. Full purchase price is invested in the Fund No. Full purchase price is invested in the Fund No. Full purchase price is invested in the Fund No. Full purchase price is invested in the Fund
Contingent Deferred Sales Charge (“CDSC”)3 No. (You may pay a deferred sales charge for purchases of $1 million or more that are redeemed within 1 year of purchase) Yes. If you redeem your shares within 1 year of purchase you will be charged a 1% CDSC No No No
Distribution (12b-1)4 and Shareholder Service5 Fees Distribution Fee: 0.25%
Shareholder Service
Distribution Fee: 0.75%
Shareholder Service
Distribution Fee: None
Shareholder Service
Distribution Fee: 0.50%
Shareholder Service
Distribution Fee: None
Shareholder Service
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  Class A Shares Class C Shares Class I Shares Class R Shares Class Z Shares
           
  Fee: up to 0.10% Fee: up to 0.25% Fee: up to 0.10% Fee: None Fee: None
Redemption Fee No No No No No
Advantages • Lower continuing fees benefit long-term investors
• You may qualify for a reduced initial sales charge due to the size of your investment
• No initial sales charge, so all of your assets are initially invested
• If you hold your shares for at least one year from the date of purchase, you will not pay a sales charge
• Class C shares may appeal to investors who have a shorter investment horizon relative to Class A share investors
• No initial sales charge, so all of your assets are initially invested
• No distribution fees
• No initial sales charge, so all of your assets are initially invested
• No shareholder service fees
• No initial sales charge, so all of your assets are initially invested
• No distribution or shareholder service fees
Disadvantages • You pay a sales charge up front and therefore own fewer shares initially
• You will pay on-going distribution expenses, which may result in lower total performance than share classes that do not pay these fees
• You may pay a contingent deferred sales charge if shares are sold within one year of purchase
• You will pay on-going distribution expenses, which may result in lower total performance than share classes that do not pay these fees
• Limited Availability • Limited Availability
• You will pay on-going distribution expenses, which may result in lower total performance than share classes that do not pay these fees
• Limited Availability
1 The Fund reserves the right to waive or change its minimum investment requirements.
2 A percentage fee deducted from your initial investment.
3 A percentage fee deducted from your sale proceeds based on the length of time you own your shares.
4 An ongoing annual percentage fee used to pay for distribution expenses.
5 An ongoing annual percentage fee used to pay for the cost of servicing shareholder accounts.
The Fund may have shareholders investing in classes of Fund shares indirectly through an account, platform or program sponsored by a financial institution. Investment and asset allocation decisions by such financial institutions regarding the account, platform or program through which multiple shareholders invest may result in subscription and redemption decisions that have a significant impact on the assets, expenses and trading activities of the Fund. Such a decision may cause the Fund to sell assets at disadvantageous times or prices, and may negatively affect the Fund’s NAV.
The Fund no longer accepts investments from investors with non-U.S. addresses and dealer controlled accounts designated as foreign accounts (“Restricted Accounts”). Existing Restricted Accounts can remain in the Fund, but are prohibited from making further investments. U.S. Armed Forces and Diplomatic post office addresses abroad are treated as U.S. addresses and can invest in the Fund. Addresses in U.S. territories, such as Guam and Puerto Rico, are also treated as U.S. addresses and can invest in the Fund.
The Fund reserves the right to reject or cancel any purchase order and to withdraw or suspend the offering of shares at any time. In addition, the Fund reserves the right to waive or change its
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minimum investment requirements. The Fund may also request additional information from you in order to verify your identity. If you do not provide this information or if such information cannot be verified, we reserve the right to close your account to the extent required or permitted by applicable law or regulations, including those relating to the prevention of money laundering.
The following pages will cover additional details of each share class, including the sales charge table for Class A shares, reduced sales charge information, Class C share CDSC information, Class I, Class R and Class Z information, and sales charge waivers.

More information about existing sales charge reductions and waivers is available free of charge in a clear and prominent format via hyperlink at www.cohenandsteers.com and in the SAI, which is available on the website or upon request.

Class A Shares
Types of Shareholders Qualified to Purchase
Class A shares are generally available through Financial Intermediaries.
Initial Sales Loads
The following initial sales loads apply to Class A shares:
    SALES CHARGE AS
A PERCENTAGE OF
INVESTMENT AMOUNT   OFFERING
PRICE*
  NET AMOUNT
INVESTED
Less than $100,000

  4.50%   4.71%
$100,000 but less than $250,000

  3.75%   3.90%
$250,000 but less than $500,000

  2.75%   2.83%
$500,000 but less than $1 million

  2.25%   2.30%
$1 million or more

  None   None

* “Offering Price” is the amount you actually pay for Fund shares; it includes the initial sales charge.
The initial sales charge does not apply to shares that are purchased with reinvested dividends or other distributions.
CDSC
None, but if you invest $1,000,000 or more in Class A shares and sell those shares on or before the one year anniversary date of their purchase, you may pay a charge equal to 1% of the lesser of the current NAV or the original cost of the shares that you sell.
Reducing Your Initial Sales Load
As demonstrated in the table above, the size of your investment in Class A shares will affect the initial sales load that you pay. The Fund offers certain methods, which are described below, that you can use to reduce the initial sales load.
Aggregating Accounts
The size of the total investment applies to the total amount being invested by any person, which includes:
you, your spouse and children under the age of 21;
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a trustee or other fiduciary purchasing for a single trust, estate or single fiduciary account although more than one beneficiary is involved; and
any U.S. bank or investment advisor purchasing shares for its investment advisory clients.
Rights of Accumulation
A person (defined above) may take into account not only the amount being invested, but also the current NAV of the shares of the Fund and shares of other Cohen & Steers open-end funds that impose sales charges (collectively, the “Eligible Funds” and individually, an “Eligible Fund”) already held by such person in order to reduce the sales charge on the new purchase.
To be entitled to a reduced sales charge pursuant to the Rights of Accumulation, you must notify the Fund, your dealer or other financial intermediary at the time of purchase, and give information related to the other account(s).
Letter of Intention
You may reduce your Class A sales charge by establishing a letter of intention. A letter of intention allows a person (defined above) to aggregate purchases of shares of the Fund and other Eligible Funds during a 12-month period in order to reduce the sales charge. All shares of the Fund and other Eligible Funds currently owned will be credited as purchases toward completion of the letter at the greater of their NAV on the date the letter is executed or their cost. You should retain any records necessary to substantiate cost basis because the Fund, Boston Financial Data Services, Inc., the Fund’s transfer agent (the “Transfer Agent”), or your dealer or financial intermediary may not maintain this information for periods prior to January 1, 2012. See “Additional Information—Tax Considerations.” Capital appreciation and reinvested dividends and capital gains distributions do not count toward the required purchase amount during this 12-month period.
The letter is not a binding obligation. However, 5% of the amount specified in the letter will be held in escrow, and if your purchases are less than the amount specified, the Fund will request that you remit the amount equal to the difference between the sales charge paid and the sales charge applicable to the aggregate purchases actually made. If this amount is not remitted within 20 days after written request, an appropriate number of escrowed shares will be redeemed in order to realize the difference. However, the sales charge applicable to the investment will in no event be higher than if you had not submitted a letter. Please note that no retroactive adjustment will be made if purchases exceed the amount indicated in the letter.
At the time of your purchase, you must inform the Fund, your dealer or other financial intermediary of any other investment in the Fund or in other Eligible Funds that would count toward reducing your sales load. This includes, for example, investments held in a retirement account, an employee benefit plan, or at a dealer or other financial intermediary other than the one handling your current purchase. In addition, you may be asked to provide supporting account statements or other information to allow us to verify your eligibility for a discount. If you do not let the Fund, your dealer or other financial intermediary know that you are eligible for a discount, you may not receive the discount to which you are otherwise entitled.
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You may obtain more information about sales charge reductions and waivers from cohenandsteers.com, the SAI or your dealer or financial intermediary.
Sales at Net Asset Value
Class A shares of the Fund may be sold at NAV (i.e., without a sales charge) to certain investors without regard to investment amount, including investment advisors and financial planners who place trades for their own accounts or the accounts of their clients and who charge a management, consulting or other fee for their services, and through certain types of investment programs, including no-load networks, platforms or self-directed investment brokerage accounts offered by financial services firms that may or may not charge transaction fees to their clients, that have entered into an agreement with the Distributor to offer Class A shares without a sales charge. IRAs are not eligible to purchase Class A shares at NAV. For more information see “Sales at Net Asset Value” in the SAI.
Dealer Commission
The Distributor may pay dealers a commission of up to 1% on investments of $1 million or more in Class A shares.
Higher Dividends
The net income attributable to, and dividends payable on, the shares of each class is reduced by the amount of annual distribution and other expenses of each class. Because Class A shares bear lower annual distribution and other expenses, they will tend to pay higher dividends than Class C shares.
Reinstatement Privilege
If you redeem your Class A shares and then decide to reinvest in Class A shares of the Fund or another Eligible Fund, you have a one-time option to, within 120 calendar days of the date of your redemption, use all or any part of the proceeds of the redemption to reinstate, free of an initial sales load, all or any part of your investment in Class A shares of the Fund. If you redeem your Class A shares and your redemption was subject to a CDSC, you may reinstate all or any part of your investment in Class A shares within 120 calendar days of the date of your redemption and receive a credit for the applicable CDSC that you paid. Your investment will be reinstated at the NAV per share next determined after we receive your request. The Transfer Agent must be informed that your new purchase represents a reinstated investment. Reinstated shares must be registered exactly and be of the same class as the shares previously redeemed, and the Fund’s minimum initial investment amount must be met at the time of reinstatement. For the purposes of the CDSC schedule, the holding period will continue as if the Class A shares had not been redeemed. The ability of a shareholder to utilize the reinstatement privilege is subject to the Fund’s right to reject any purchase or exchange order if it believes such shareholder is engaged in, or has engaged in, market timing or other abusive trading practices.

Class C Shares
Types of Shareholders Qualified to Purchase
Class C shares are generally available through Financial Intermediaries.
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Initial Sales Loads
There is no initial sales load for Class C shares.
CDSC
You may pay a charge equal to 1% of the lesser of the current NAV of your shares or their original cost if you sell your shares on or before the one year anniversary date of their purchase. The Fund’s Distributor collects and retains any applicable CDSC paid.
Dealer Commission
At the time of the initial sale of Class C shares, the Distributor generally pays a financial intermediary from its own resources an upfront commission of 1% of the amount invested. This amount represents a prepayment of the first year’s distribution and shareholder services fees. In the first year following the initial sale, the Fund pays the distribution and shareholder services fees to the Distributor as reimbursement for the Distributor’s upfront commission.  If you redeem your Class C shares on or before the one year anniversary date of their purchase, you will pay a 1% CDSC. In the first year, the payment of a CDSC may result in the Distributor receiving amounts greater or less than the upfront commission paid to the financial intermediary. For Class C shares held over a year, the Fund pays the distribution and shareholder services fees to the Distributor, who is responsible for paying financial intermediaries. Please see the Additional Information-Distribution Plan and Additional Information-Shareholder Services Plan sections of the Prospectus for additional information.
Potentially Higher Costs
Your investment in Class C shares will be subject to higher distribution and shareholder services fees for an indefinite period of time, and potentially cost you more than owning Class A shares.
Lower Dividends
The net income attributable to, and dividends payable on, the shares of each class is reduced by the amount of annual distribution and other expenses of each class. Because Class C shares bear higher annual distribution and other expenses than Class A shares, they will tend to pay lower dividends than Class A shares.

Class I Shares
Types of Shareholders Qualified to Purchase
Class I shares are available for purchase by:
retirement plans introduced by persons not associated with brokers or dealers that are primarily engaged in the retail securities business and rollover IRAs from such plans;
tax-exempt employee benefit plans of the Advisor or its affiliates and securities dealer firms with a selling agreement with the Distributor, including certain health savings accounts (“HSAs”);
institutional advisory accounts of the Advisor or its affiliates and related employee benefit plans and rollover IRAs from such institutional advisory accounts;
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a bank, trust company or similar financial institution investing for its own account or for the account of its trust customers for whom such financial institution is exercising investment discretion in purchasing Class I shares, except where the investment is part of a program that requires payment to the financial institution of a Rule 12b-1 plan fee;
registered investment advisors investing on behalf of clients that consist of institutions and/or individuals;
clients (including individuals, corporations, endowments, foundations and qualified plans) of approved financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or similar services, or who have entered into an agreement with the Distributor to offer Class I shares through an omnibus account, no-load network or platform;
investors who purchase through certain “wrap” programs, fee based advisory programs, asset allocation programs and similar programs with approved financial intermediaries;
current officers, directors and employees (and their immediate families) of the Fund, the Advisor, CNS, the Distributor, and to any trust, pension, profit-sharing or other benefit plan for only such persons; and
investors having a direct relationship with the Advisor or its affiliates.
Waivers of Investment Minimums
The Fund reserves the right to waive any initial investment minimum. Class I investment minimums are waived for the following:
certain types of fee based programs and group retirement accounts (e.g. 401(k) plans or employer-sponsored 403(b) plans);
financial intermediaries who have entered into an agreement with the Distributor to offer shares through a wrap and/or asset allocation program;
financial intermediaries who have entered into an agreement with the Distributor to offer shares through a no-load network or platform, or through a self-directed investment brokerage account program that charges a transaction fee to its clients;
certain financial institutions and third-party recordkeepers and/or administrators who have agreements with the Distributor with respect to such purchases, and who buy shares for their accounts on behalf of investors in retirement plans and deferred compensation plans; and
registered investment advisors clearing through multiple firms having an aggregate $100,000 or more invested in shares of Cohen & Steers open-end funds.
Initial Sales Loads
There is no initial sales load for Class I shares.
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CDSC
There is no CDSC for Class I shares.

class r shares
Types of Shareholders Qualified to Purchase
Class R shares are available for purchase by:
group retirement plans, including 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit-sharing and money purchase pension plans, defined benefit plans;
non-qualified deferred compensation plans where plan level or omnibus accounts are held on the books of a Fund; and
employee benefit plans, including certain HSAs.
Class R shares are not available for purchase by retail non-retirement accounts; traditional and Roth individual retirement accounts, otherwise known as “IRAs;” SIMPLE, SEP or SARSEP plans; Coverdell Education Savings Accounts; or plans covering self-employed individuals and their employees (formerly Keogh/H.R. 10 plans). Please contact your plan administrator or employee benefits office for more information. Exceptions may be granted at the Advisor’s discretion.
Initial Sales Loads
There is no initial sales load for Class R shares.
CDSC
There is no CDSC for Class R shares.

class Z shares
Types of Shareholders Qualified to Purchase
Class Z shares are available for purchase through financial intermediaries permitted, by contract with the Distributor, to offer shares where neither the investor nor the intermediary will receive any commission payments, account servicing fees, record keeping fees, 12b-1 fees, sub-transfer agent fees, so called “finder’s fees,” administration fees or similar fees with respect to Class Z shares. Such intermediaries may include:
group retirement plans, including 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit-sharing and money purchase pension plans, defined benefit plans;
non-qualified deferred compensation plans where plan level or omnibus accounts are held on the books of a Fund; and
employee benefit plans, including certain HSAs.
Class Z shares are generally not available for purchase by retail non-retirement accounts, traditional and Roth individual retirement accounts, otherwise known as “IRAs;” SIMPLE, SEP or SARSEP plans; Coverdell Education Savings Accounts; or plans covering self-employed individuals and their
30

 

employees (formerly Keogh/ H.R. 10 plans). Please contact your financial intermediary to determine whether Class Z shares are available for purchase. Exceptions may be granted at the Advisor’s discretion.
Initial Sales Loads
There is no initial sales load for Class Z shares.
CDSC
There is no CDSC for Class Z shares.

How to Purchase Fund Shares
Form of Payment
We will accept payment for shares in two forms:
1. A check drawn on any bank or domestic savings institution. Checks must be payable in U.S. dollars and will be accepted subject to collection at full face value.
2. A bank wire or Federal Reserve wire of federal funds.
Purchases of Fund Shares
Initial Purchase By Wire
1. Telephone toll free from any continental U.S. state: (800) 437-9912. When you contact the Transfer Agent, you will need the following information:
name of the Fund;
class of shares;
name(s) in which shares are to be registered;
address;
social security or tax identification number (where applicable);
dividend payment election;
amount to be wired;
name of the wiring bank; and
name and telephone number of the person to be contacted in connection with the order.
The Transfer Agent will assign you an account number.
2. Instruct the wiring bank to transmit at least the required minimum amount (see “Purchase Minimums” above) to the following:
State Street Bank and Trust Company
One Lincoln Street
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Boston, Massachusetts 02111
ABA # 011000028
Account: DDA # 99055287
Attn: Cohen & Steers Active Commodities Strategy Fund, Inc.
For further credit to: (Account Name)
Account Number: (provided by the Transfer Agent)
3. Complete the Subscription Agreement attached to this Prospectus and mail the Subscription Agreement to the Transfer Agent:
Boston Financial Data Services
Attn: Cohen & Steers Funds
P.O. Box 8123
Boston, Massachusetts 02266-8123
Additional Purchases By Wire
1. Telephone toll free from any continental U.S. state: (800) 437-9912. When you contact the Transfer Agent, you will need the following information:
name of the Fund;
class of shares;
account number;
amount to be wired;
name of the wiring bank; and
name and telephone number of the person to be contacted in connection with the order.
2. Instruct the wiring bank to transmit at least the required minimum amount (see “Purchase Minimums” above) to the following:
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
ABA # 011000028
Account: DDA # 99055287
Attn: Cohen & Steers Active Commodities Strategy Fund, Inc.
For further credit to: (Account Name)
Account Number: (provided by the Transfer Agent)
Initial Purchase By Mail
1. Complete the Subscription Agreement attached to this Prospectus.
2. Mail the Subscription Agreement and a check in at least the required minimum amount per class purchased (see “Purchase Minimums” above), payable to the Fund, to the Transfer Agent at the above address.
Additional Purchases By Mail
1. Make a check payable to the Fund in at least the required minimum amount (see “Purchase Minimums” above). Write your Fund account number and the class of shares to be purchased on the check.
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2. Mail the check and the detachable stub from your account statement (or a letter providing your account number) to the Transfer Agent at the address set forth above.
Purchases Through Dealers and Intermediaries
You may purchase the Fund’s shares through authorized dealers and other financial intermediaries.
Financial service firms that do not have a sales agreement with the Distributor also may place orders for purchases of the Fund’s shares, but may charge you a transaction fee in addition to any applicable initial sales charge.
Dealers and financial service firms are responsible for promptly transmitting purchase orders to the Distributor. These dealers and financial service firms may also impose charges for handling transactions placed through them that are in addition to the sales charges or any other charges described in this Prospectus. Such charges may include processing or service fees, which are typically fixed dollar amounts. You should contact your dealer or financial service firm for more information about any additional charges that may apply.

Additional Information on Purchase of Fund Shares
Dealer Compensation
Dealers will be paid a commission when you buy shares and may also be compensated through the distribution and service fees paid by the Fund. In addition, dealers may charge fees for administrative and other services that such dealers provide to Fund shareholders. These fees may be paid by the Advisor (or an affiliate) out of its own resources and/or by the Fund pursuant to a networking, sub-transfer agency or other arrangements. See “Additional Information—Shareholder Services Plan” and “Additional Information—Networking and Sub-Transfer Agency Fees.”
A Note on Contingent Deferred Sales Charges
For purposes of determining the CDSC, if you sell only some of your shares, shares that are not subject to any CDSC will be sold first (e.g., shares acquired through reinvestment of distributions and shares held longer than the required holding period), followed by shares that you have owned the longest. All CDSCs will be waived on redemptions of shares following the death or disability of a shareholder or to meet the requirements of certain qualified retirement plans. See the SAI for more information.
Automatic Investment Plan and Purchases by ACH
The Fund’s automatic investment plan (the “Plan”) provides a convenient way to invest in the Fund. Under the Plan, you can have money transferred automatically from your checking account to the Fund each month to buy additional shares. If you are interested in this Plan, please refer to the automatic investment plan section of the Subscription Agreement attached to this Prospectus or contact your dealer. The market value of the Fund’s shares may fluctuate, and a systematic investment plan such as this will not assure a profit or protect against a loss. You may discontinue the Plan at any time by notifying the Fund by mail or telephone at the address or number on the back cover of this Prospectus.
You may purchase additional shares of the Fund by automated clearing house (“ACH”). To elect the Auto-Buy option, select it on your Subscription Agreement or call the Transfer Agent and request an
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optional shareholder services form. ACH is similar to the Plan, except that you may choose the date on which you want to make the purchase. We will need a voided check or deposit slip before you may purchase by ACH. If you are interested in this option, please call (800) 437-9912.
The Plan and purchases by ACH may not be available to customers of certain financial intermediaries. Please contact your dealer or financial service firm for more information.

Exchange Privilege
You may exchange some or all of your Fund shares for shares of other Cohen & Steers open-end funds, provided that you meet applicable investment minimums. The Fund allows you to exchange between share classes that impose a sales charge without paying a sales charge at the time of the exchange. Shares you acquire as part of an exchange will continue to be subject to any CDSC that applies to the shares you originally purchased. In computing the holding period for the purpose of the CDSC, the length of time you have owned your shares will be measured from the date of original purchase and will not be affected by the permitted exchange.
You may, under certain circumstances, exchange Class I shares or shares of the Cohen & Steers no-load funds for shares that are subject to a sales charge.
You may, under certain circumstances, exchange Fund shares for a different class of shares of the same Fund, and move shares held in certain types of accounts to a different type of account or to a new account maintained by a financial intermediary. You are generally not permitted to exchange into or out of Class R and Class Z shares, except that you may exchange Class R and Class Z shares of one Cohen & Steers open-end fund for Class R shares and Class Z shares of another Cohen & Steers open-end fund or for Class I shares of the same Fund or of a different Cohen & Steers open-end fund, provided that you otherwise meet the requirements for investing in Class I (including the investment minimum). To qualify for a potential exchange, you must be eligible to purchase the class of shares you wish to exchange into (including satisfying any applicable investment minimum) and, if you invest in the Fund through an intermediary, your intermediary must have an arrangement with the Distributor to offer such class. No sales charges or other charges will apply to any such exchange.
Class A shares held in certain fee-based advisory program ("Advisory Program") accounts may be converted to Class I shares if such Advisory Program had previously offered only Class A shares and now offers only Class I shares. In addition, a shareholder holding Class A or Class C shares through a brokerage account may also convert its Class A or Class C shares to Class I shares if such shareholder transfers its Class A or Class C shares to an account within an Advisory Program that offers only Class I shares. Such conversions will be on the basis of the relative net asset values per share, without requiring any investment minimum to be met and without the imposition of any other charge on the conversion. In such situations, any applicable CDSC that would typically be incurred on a conversion may be waived at the discretion of the Distributor. Any sales charge or fees paid by a shareholder on the initial purchase or during the holding period of such shares will not be reimbursed upon conversion. Contact your financial consultant, financial intermediary or institution for more information.
For federal income tax purposes, a same-fund share class exchange is not expected to result in the realization by the investor of a capital gain or loss; however, shareholders are advised to consult with their own tax advisors with respect to the particular tax consequences to them of an investment in the
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Fund. In addition, shareholders are advised to consult with their own tax advisors with respect to any tax consequences to them relating to an exchange of Fund shares for shares of a different Cohen & Steers fund. Please speak with your financial intermediary or tax advisor if you have any questions.
An exchange of shares may result in your realizing a taxable gain or loss for income tax purposes. See “Additional Information—Tax Considerations.” The exchange privilege is available to shareholders residing in any state in which the shares being acquired may be legally sold. Before you exercise the exchange privilege, you should read the prospectus of the fund whose shares you are acquiring, and all exchanges are subject to any other limits on sales for or exchanges into that fund. Certain dealers and other financial intermediaries may limit or prohibit your right to use the exchange privilege and may charge you a fee for exchange transactions placed through them.
We have adopted reasonable procedures that are designed to ensure that any telephonic exchange instructions are genuine. Neither the Fund nor its agents will be liable for any loss or expenses if we act in accordance with these procedures. We may modify or suspend telephone privileges without notice during periods of drastic economic or market changes. We may modify or revoke the exchange privilege for all shareholders upon 60 days’ prior written notice and this privilege may be revoked immediately with respect to any shareholder if the Fund believes the shareholder is engaged in, or has engaged in, market timing or other abusive trading practices. For additional information concerning exchanges, or to make an exchange, please call the Transfer Agent at (800) 437-9912.

How to Sell Fund Shares
You may sell or redeem your shares through authorized dealers, or other financial intermediaries or through the Transfer Agent. If your shares are held by your dealer or intermediary in “street name,” you must redeem your shares through that dealer or intermediary.
Redemptions Through Dealers and Other Intermediaries
If you have an account with an authorized dealer or other intermediary, you may submit a redemption request to such dealer or intermediary. They are responsible for promptly transmitting redemption requests to the Distributor. Dealers and intermediaries may impose charges for handling redemption transactions placed through them that are in addition to the sales charges or any other charges described in this Prospectus. Such charges may include processing or service fees, which are typically fixed dollar amounts. You should contact your dealer or intermediary for more information about any additional charges that may apply.
Redemption By Telephone
To redeem shares by telephone, call the Transfer Agent at (800) 437-9912. In order to be honored at that day’s price, we must receive any telephone redemption requests by the close of regular trading on the NYSE that day, generally 4:00 p.m., eastern time. Orders received after the close of regular trading on the NYSE will receive the NAV next determined.
If you would like to change your telephone redemption instructions, you must send the Transfer Agent written notification signed by all of the account’s registered owners, accompanied by signature guarantee(s), as described below.
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We may modify or suspend telephone redemption privileges without notice during periods of drastic economic or market changes. We have adopted reasonable procedures that are designed to ensure that any telephonic redemption instructions are genuine. Neither the Fund nor its agents will be liable for any loss or expenses if we act in accordance with these procedures. We may modify or terminate the telephone redemption privilege at any time on 30 days’ notice to shareholders.
Redemption By Mail
You can redeem Fund shares by sending a written request for redemption to the Transfer Agent:
Boston Financial Data Services
P.O. Box 8123
Boston, Massachusetts 02266-8123
Attn: Cohen & Steers Active Commodities Strategy Fund, Inc., Inc.
A written redemption request must:
state the number of shares or dollar amount to be redeemed;
identify your account number and tax identification number; and
be signed by each registered owner exactly as the shares are registered.
If the shares to be redeemed were issued in certificate form, the certificate must be endorsed for transfer (or be accompanied by a duly executed stock power) and must be submitted to the Transfer Agent together with a redemption request.
For redemptions made by corporations, executors, administrators or guardians, the Transfer Agent may require additional supporting documents evidencing the authority of the person making the redemption (including evidence of appointment or incumbency). For additional information regarding the specific documentation required, contact the Transfer Agent at (800) 437-9912.
The Transfer Agent will not consider your redemption request to be properly made until it receives all required documentation in proper form.
Other Redemption Information
Payment of Redemption Proceeds
The Fund will send you redemption proceeds by check. However, if you made an election on the Subscription Agreement to receive redemption proceeds by wire, the Fund will send the proceeds by wire to your designated bank account. When proceeds of a redemption are to be paid to someone other than the shareholder, either by wire or check, you must send a letter of instruction and the signature(s) on the letter of instruction must be guaranteed, as described below, regardless of the amount of the redemption. The Transfer Agent will normally mail checks for redemption proceeds within five business days. Redemptions by wire will normally be sent within two business days. The Fund will delay the payment of redemption proceeds, however, if your check used to pay for the shares to be redeemed has not cleared, which may take up to 15 days or more. The Fund may suspend the right of redemption or postpone the date of payment if trading is halted or restricted on the NYSE or under other emergency conditions as permitted by the 1940 Act.
The Fund will pay redemption proceeds in cash, by check or wire, unless the Board of Directors believes that economic conditions exist which make redeeming in cash detrimental to the best
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interests of the Fund. In the event that this were to occur, all or a portion of your redemption proceeds would consist of readily marketable portfolio securities of the Fund transferred into your name. These securities are subject to market risk until they are sold. You would then incur brokerage costs, and could incur a taxable gain or loss for income tax purposes, in converting the securities to cash. The Fund has elected, however, to be governed by Rule 18f-1 under the 1940 Act, as a result of which the Fund is obligated to redeem shares, with respect to any one shareholder during any 90-day period, solely in cash up to the lesser of $250,000 or 1% of the Fund’s NAV at the beginning of the period.
Cost Basis Reporting
Upon the redemption or exchange of your shares in the Fund, the Fund or, if you purchase your shares through a financial intermediary, your financial intermediary will be required to provide you and the Internal Revenue Service (“IRS”) with cost basis and certain other related tax information about the Fund shares you redeemed or exchanged. This cost basis reporting requirement is effective for shares purchased, including through dividend reinvestment, on or after January 1, 2012. Please see the Subscription Agreement or consult your financial intermediary, as appropriate, for more information regarding available methods for cost basis reporting and how to select or change a particular method. Please consult your tax advisor to determine which available cost basis method is best for you.
Signature Guarantee
You may need to have your signature guaranteed (STAMP 2000 Medallion) in certain situations, such as:
sending written requests to wire redemption proceeds (if not previously authorized on the Subscription Agreement);
sending redemption proceeds to any person, address or bank account not on record; and
transferring redemption proceeds to a Cohen & Steers fund account with a different registration (name/ownership) from yours.
You can obtain a signature guarantee from most banks, savings institutions, broker-dealers and other guarantors acceptable to the Fund. The Fund cannot accept guarantees from notaries public or organizations that do not provide reimbursement in the case of fraud. A Signature Validation Program stamp may be accepted for certain non-financial shareholder account changes.
Systematic Withdrawal Plan
Shareholders may redeem their shares through a Systematic Withdrawal Plan (“SWP”). Under the SWP, shareholders or their financial intermediaries may request that a payment drawn in a predetermined amount be sent to them on a monthly, quarterly or annual basis. If you elect this method of redemption, the Fund will send a check directly to your address of record or will send the payment directly to your bank account via electronic funds transfer through the ACH network. For payment through the ACH network, your bank must be an ACH member and your bank account information must be previously established on your account. For additional information on the SWP, please contact the Transfer Agent at (800) 437-9912. The SWP may be terminated at any time by the Fund.
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Redemption of Small Accounts
If your Fund account value falls below $250 as the result of any voluntary redemption, we may redeem your remaining shares. We will, however, give you 30 days’ notice of our intention to do so. During this 30-day notice period, you may make additional investments to increase your account value above the minimum purchase amount and avoid having the Fund automatically liquidate your account.

Frequent Purchases and Redemptions of Fund Shares
The Fund is designed for long-term investors. Excessive trading, short-term market timing or other abusive trading practices may disrupt portfolio management strategies and harm portfolio performance. For example, in order to handle large flows of cash into and out of the Fund, a portfolio manager may need to allocate more assets to cash or other short-term investments or sell securities. Transaction costs, such as brokerage commissions and market spreads, can detract from the Fund’s performance. Additionally, excessive trading is a concern for the Fund because the Fund’s portfolio will have foreign securities and therefore could be subject to time-zone arbitrage.
Because of potential harm to the Fund and its long-term investors, the Board of Directors of the Fund has adopted policies and procedures to discourage and prevent excessive trading and short-term market timing. As part of these policies and procedures, the Advisor monitors purchase, exchange and redemption activity in Fund shares. The intent is not to inhibit legitimate strategies such as asset allocation, dollar cost averaging or similar activities that may nonetheless result in frequent trading of the Fund’s shares. Under these procedures, the Fund generally prohibits more than two purchases and sales or exchanges of its shares within a 60 day calendar year period.
The following transactions are excluded when determining whether trading activity is excessive: (i) transfers associated with systematic purchases or redemptions; (ii) transactions through firm- sponsored, discretionary asset allocation or wrap programs; and (iii) transactions subject to the trading policy of an intermediary that the Fund deems materially similar to the Fund’s policy.
If, based on these procedures, the Advisor determines that a shareholder is engaged in, or has engaged in, market timing or excessive trading, we may place a temporary or permanent block on all further purchases or exchanges of Fund shares.
Multiple accounts under common ownership or control may be considered one account for the purpose of determining a pattern of excessive trading, short-term market timing or other abusive trading practices.
The Fund will also utilize fair value pricing in an effort to reduce arbitrage opportunities available to short-term traders.
Due to the complexity involved in identifying excessive trading and market timing activity, there can be no guarantee that the Fund will be able to identify and restrict such activity in all cases. Additionally, it is more difficult for the Fund to monitor the trading activity of beneficial owners of Fund shares who hold those shares through third-party 401(k) and other group retirement plans and other omnibus arrangements maintained by broker/dealers and other intermediaries. Omnibus account arrangements permit multiple investors to aggregate their respective share ownership positions and purchase, redeem and exchange Fund shares in a single account.
38

 

In certain circumstances the Fund may accept frequent trading restrictions of intermediaries that differ from the Fund’s policies. Since such intermediaries execute or administer transactions with many fund families, it may be impractical for them to enforce a particular fund’s frequent trading or exchange policy. These alternate trading restrictions would be authorized only if the Fund believes that the alternate restrictions would provide reasonable protection to the Fund and its shareholders.

Additional Information

Distribution Plan (Class A, Class C and Class R Shares Only)
The Fund has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act (a “Distribution Plan”) which allows the Fund to pay distribution fees for the sale and distribution of its shares. Under the Distribution Plan, the Fund may pay the Distributor a monthly distribution fee at an annual rate of up to 0.25%, 0.75% and 0.50% of the average daily net assets attributable to the Fund’s Class A, Class C and Class R shares, respectively. Because these fees are paid out of the Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
The Distributor uses the amounts received under the Distribution Plan for payments to qualifying dealers for their assistance in the distribution of the Fund’s shares and for other expenses such as advertising costs and the payment for the printing and distribution of Prospectuses to prospective investors. In addition, with respect to Class R shares, such amounts may also be used to pay for services to Fund shareholders or securities related to the maintenance of shareholder accounts.
Although the Distributor may retain a portion of the distribution fee, payments received under the Distribution Plan will not be used to pay any interest expenses, carrying charges or other financing costs or allocation of overhead of the Distributor. The Distributor and/or the Advisor bears distribution expenses to the extent they are not covered by payments under the Distribution Plan. Any distribution expenses incurred by the Distributor in the current fiscal year of the Fund, which are not reimbursed from payments under the Distribution Plan accrued in the current fiscal year, will not be carried over for payment under the Distribution Plan in any subsequent year.

Shareholder Services Plan (CLASS A, CLASS C AND CLASS I SHARES ONLY)
The Fund has also adopted a shareholder services plan, pursuant to which the Fund pays the Distributor a service fee at an annual rate of up to 0.10%, 0.25% and 0.10% of the average daily net assets attributable to the Fund’s Class A, Class C and Class I shares, respectively. Under this plan, the Fund or the Distributor may enter into agreements with qualified financial institutions to provide these shareholder services, and the Distributor is responsible for payment to the financial institutions. Services provided may include customer service and account maintenance, and may vary based on the services offered by your financial institution and the class of shares in which you invest. You should contact your financial institution about services offered and which share class is best for you.

Networking and Sub-Transfer Agency Fees
The Fund and/or the Distributor may also enter into agreements with financial intermediaries pursuant to which the Fund will pay financial intermediaries for services such as networking or
39

 

sub-transfer agency. Payments made pursuant to such agreements are generally based on either (1) a percentage of the average daily net assets of Fund shareholders serviced by such financial intermediaries, or (2) per account fee based on the number of Fund shareholders serviced by such financial intermediaries. Currently, any payments made pursuant to such an agreement are paid under the shareholder services plan described above. From time to time, the Advisor may pay a portion of the fees for networking or sub-transfer agency services at its own expense and out of its own profits.

Other Compensation
The Advisor and the Distributor may make payments from their own resources to dealers and other financial intermediaries for distribution, administrative or other services. These payments may be significant to the dealers and the financial intermediaries, and may create an incentive for a dealer or financial intermediary or their representatives to recommend or sell shares of a particular fund or share class over other mutual funds or share classes. Additionally, these payments may result in the Fund receiving certain marketing or servicing advantages that are not generally available to mutual funds that do not make such payments, including placement on a sales list, including a preferred or select sales list, or in other sales programs. These payments, which are in addition to any amounts you may pay your dealer or other financial intermediary, may create potential conflicts of interest between an investor and a dealer or other financial intermediary who is recommending a particular mutual fund over other mutual funds. Please contact your dealer or intermediary for details about payments it may receive. For further details, please consult the SAI.

Dividends and Distributions
The Fund intends to declare and pay dividends from its investment income , if any, annually. The Fund intends to distribute net realized capital gains, if any, at least once each year, normally in December. The Transfer Agent will automatically reinvest your dividends and distributions in additional shares of the Fund unless you elected to have them paid to you in cash. If you elect to have dividends and distributions paid in cash and a dividend or distribution check mailed to you is returned as undeliverable or is not presented for payment within six months, the Transfer Agent will reinvest the dividend or distribution in additional shares of the Fund promptly and the check will be canceled. In addition, future dividends and distributions will be automatically reinvested in additional shares of the Fund unless you contact the Fund or Transfer Agent and request to receive distributions by check.

Tax Considerations
The following tax discussion offers only a brief outline of the U.S. federal income tax consequences of investing in the Fund and is based on the federal tax laws in effect on the date hereof. Such tax laws are subject to change by legislative, judicial or administrative action, possibly with retroactive effect. Further, this discussion does not address tax consequences to specific types of shareholders such as tax-advantaged retirement plans or foreign shareholders (defined below). In the SAI, we have provided more detailed information regarding the tax consequences of investing in the Fund. Investors should consult their own tax advisers for more detailed information and for information regarding the impact of state, local and foreign taxes on an investment in the Fund.
40

 

Dividends paid to you out of the Fund’s investment income will generally be taxable to you as ordinary income to the extent of the Fund’s current and accumulated earnings and profits. Taxes on distributions of capital gains are determined by how long the Fund owned or is considered to have owned the investments that generated them, rather than how long you have owned your shares. Distributions from the sale of investments that the Fund owned for more than one year and that are properly reported by the Fund as capital gain dividends are taxable to you as long-term capital gains includible in net capital gain and taxed to individuals at reduced rates. Distributions from the sale of investments that the Fund owned for one year or less are taxable to you as ordinary income.
If a portion of the Fund’s income consists of dividends paid by U.S. corporations, a portion of the dividends paid by the Fund may be eligible for the corporate dividends-received deduction for corporate shareholders. In addition, distributions reported by the Fund as derived from “qualified dividend income” (“QDI”) will be taxed in the hands of individuals at the reduced rates applicable to net capital gain, provided certain holding period and other requirements are met by both the shareholder and the Fund. The Fund cannot predict at this time what portion, if any, of its dividends will qualify for the corporate dividends-received deduction or be eligible for the reduced rates of taxation applicable to QDI.
A 3.8% Medicare contribution tax is imposed on the net investment income of certain individuals, trusts and estates to the extent their income exceeds certain threshold amounts. Net investment income generally includes for this purpose dividends paid by the Fund, including any capital gain dividends, and net gains recognized on the sale, exchange or other taxable disposition of shares of the Fund. Shareholders are advised to consult their tax advisors regarding the possible implications of this additional tax on their investment in the Fund.
A distribution of an amount in excess of the Fund’s current and accumulated earnings and profits is treated as a non-taxable return of capital that reduces your tax basis in your Fund shares; any such distribution in excess of your tax basis is treated as gain from a sale of your shares. The tax treatment of your dividends and distributions will be the same regardless of whether they were paid to you in cash or reinvested in additional Fund shares. If you buy shares of the Fund when the Fund has realized but not yet distributed income or capital gains, you will be “buying a dividend” by paying the full price for the shares and then receiving a portion back in the form of a taxable distribution.
A distribution will be treated as paid to you on December 31 of the current calendar year if it is declared by the Fund in October, November or December with a record date in such a month and paid during January of the following year.
Each year, we will notify you of the tax status of dividends and other distributions.
The Fund has elected to be treated as, and intends to qualify each year to be treated as, a RIC under U.S. federal income tax law. In order to qualify and be treated as a RIC, the Fund must derive at least 90% of its gross income for each taxable year from “qualifying income” as defined in the Code and meet requirements with respect to diversification of assets and distribution of income and gains. If the Fund does so, the Fund generally will not be required to pay federal income taxes on any income it distributes to shareholders. If the Fund were to fail to meet any one of these requirements, the Fund could in some cases cure such failure, including by paying a Fund-level tax, paying interest, making additional distributions, or disposing of certain assets. If the Fund were ineligible to or otherwise did
41

 

not cure such failure for any year, the Fund would be subject to tax on its taxable income and net capital gains at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would be taxable to shareholders as ordinary income.
The Fund intends to gain exposure to commodities, in whole or in part, through investments in the Subsidiary. In the past, the IRS issued private letter rulings to RICs to the effect that income a fund was deemed to earn from its wholly-owned subsidiary was qualifying income to the fund for purposes of the 90% gross income requirement for RIC qualification without regard to whether such income was currently paid to the parent RIC in the form of a cash dividend (“repatriated”). In 2011, the IRS suspended the issuance of such rulings. It is unclear whether or when the IRS will release published guidance on the issue, and whether such guidance would be favorable to RICs and, for example, eliminate the need for funds to seek their own rulings, or be unfavorable. In the absence of a private letter ruling to the effect described above or guidance issued by the IRS to the same or similar effect, the Fund employs other means of seeking to satisfy this requirement, including but not limited to receiving one or more distributions from the Subsidiary equal to the Subsidiary’s Subpart F income (as defined below) in a timely fashion.
The Subsidiary is wholly-owned by the Fund. A U.S. person who owns (directly, indirectly or constructively) 10 percent or more of the total combined voting power of all classes of stock of a foreign corporation is a “U.S. Shareholder” for purposes of the controlled foreign corporation (“CFC”) provisions of the Code. A foreign corporation is a CFC if, on any day of its taxable year, more than 50 percent of the voting power or value of its stock is owned (directly, indirectly or constructively) by “U.S. Shareholders.” Because the Fund is a U.S. person that owns all of the stock of the Subsidiary, the Fund is a “U.S. Shareholder” and the Subsidiary is a CFC. As a “U.S. Shareholder,” the Fund is required to include in gross income for United States federal income tax purposes all of the Subsidiary’s “subpart F income” (defined, in part, below), whether or not such income is distributed by the Subsidiary. It is expected that all of the Subsidiary’s income will be “subpart F income.” “Subpart F income” generally includes interest, original issue discount, dividends, net gains from the disposition of stocks or securities, receipts with respect to securities loans and net payments received with respect to equity swaps and similar derivatives. “Subpart F income” also includes the excess of gains over losses from transactions (including futures, forward and similar transactions) in commodities. The Fund’s recognition of the Subsidiary’s “subpart F income” will increase the Fund’s tax basis in the Subsidiary. Distributions by the Subsidiary to the Fund will be tax-free, to the extent of its previously undistributed “subpart F income,” and will correspondingly reduce the Fund’s tax basis in the Subsidiary. “Subpart F income” is generally treated as ordinary income, regardless of the character of the Subsidiary’s underlying income. If a net loss is realized by the Subsidiary, such loss is generally not available to offset the income earned by the Fund.
Certain of the Fund’s investments, including investments in certain debt instruments, derivatives, the Subsidiary, ETNs and foreign securities or foreign currencies, could affect the amount, timing and character of distributions you receive and could cause the Fund to recognize taxable income in excess of the cash generated by such investments (which may require the Fund to liquidate other investments, including when it is not advantageous to do so, in order to make required distributions). Further, the application of the requirements for treatment as a RIC under the Code can be unclear with respect to certain of these investments. As a result, there can be no assurance that the Fund will be able to maintain its status as a RIC.
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Certain income and proceeds received from sources outside the United States may be subject to withholding or other taxes imposed by other countries. In the event that more than 50% of the value of the total assets of the Fund at the close of the taxable year consists of stock or securities of foreign corporations, the Fund may make an election to pass through to its shareholders the amount of foreign income taxes paid by it. If the Fund makes this election, you will be required to include your share of those taxes in gross income as a distribution from the Fund and you generally will be allowed to claim a credit (or if you itemize deductions and so choose, a deduction) for such amounts on your U.S. federal income tax return, subject to certain limitations.
If you sell or redeem your Fund shares, or exchange them for shares of another Cohen & Steers open- end fund, you may realize a capital gain or loss (provided the shares are held as a capital asset) which will be long-term or short-term, depending generally on your holding period for the shares.
We may be required to withhold U.S. federal income tax on all taxable distributions and redemption proceeds payable if you:
fail to provide us with your correct taxpayer identification number;
fail to make required certifications; or
have been notified by the IRS that you are subject to backup withholding.
Backup withholding is not an additional tax. Any amounts withheld may be credited against your U.S. federal income tax liability.
Fund distributions also may be subject to state and local taxes. You should consult with your own tax advisor regarding the particular consequences of investing in the Fund.
Non-resident alien individuals, foreign trusts or estates, foreign corporations or foreign partnerships (foreign shareholders) are advised to consult their own tax advisors with respect to the particular tax consequences to them of an investment in the Fund.
Please see the SAI for more detailed tax information.
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Financial Highlights

The financial highlights tables are intended to help you understand the financial performance of the Fund’s Class A, C, I, R and Z shares, each for the fiscal periods shown below. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). These financial highlights have been derived from financial statements audited by PricewaterhouseCoopers LLP, whose report, along with the Fund’s audited financial statements, is included in the Fund’s current annual report, which is available free of charge upon request or by visiting www.cohenandsteers.com.
The following tables include selected data for a share outstanding throughout each period and other performance information derived from the consolidated financial statements. They should be read in conjunction with the consolidated financial statements and notes thereto.
    Class A
Per Share Operating Performance:   For the
Year Ended
April 30, 2016
  For the Period
May 1, 2014(a)
through
April 30, 2015
Net asset value, beginning of period

  $ 7.34   $ 10.00
Income (loss) from investment operations:        
Net investment loss(b)

  (0.09)   (0.11)
Net realized and unrealized loss

  (1.32)   (2.55)
Total from investment operations

  (1.41)   (2.66)
Net decrease in net asset value

  (1.41)   (2.66)
Net asset value, end of period

  $ 5.93   $ 7.34
Total investment return(c)

  -19.07% (d)   -26.60% (e)
Ratios/Supplemental Data:        
Net assets, end of period

(in 000’s)

  $ 580.7   $ 568.0
Ratio of expenses to average daily net assets

(before expense reduction)

  6.58% (f)   4.99% (g)
Ratio of expenses to average daily net assets

(net of expense reduction)

  1.51% (f)   1.42% (g)
Ratio of net investment loss to average daily net assets

(before expense reduction)

  (6.51)%   (4.98)% (g)
Ratio of net investment loss to average daily net assets

(net of expense reduction)

  (1.44)%   (1.41)% (g)
Portfolio turnover rate

  -% (h)   -% (h)

(a) Commencement of operations.
(b) Calculation based on average shares outstanding.
(c) Does not reflect sales charges, which would reduce return.
(d) The net asset value (NAV) disclosed in the April 30, 2016 annual report reflects adjustments in accordance with accounting principles generally accepted in the United States of America and as such, differs from the NAV reported on April 30, 2016. The total return reported is based on the unadjusted NAV which was the official NAV for executing transactions on April 30, 2016.
(e) Not annualized.
(f) Includes extraordinary expenses, approved by the Board of Directors pursuant to the Fund’s expense reimbursement agreement, related to shareholder proxy expenses. Without these expenses, the ratio of expenses to average daily net assets (before expense reduction and net of expense reduction) would have been 6.50% and 1.43%, respectively.
(g) Annualized.
(h) The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate would be higher.
44

 


Financial Highlights—(Continued)

    Class C
Per Share Operating Performance:   For the
Year ended
April 30, 2016
  For the Period
May 1, 2014(a)
through
April 30, 2015
Net asset value, beginning of period

  $ 7.30   $ 10.00
Income (loss) from investment operations:        
Net investment loss(b)

  (0.11)   (0.16)
Net realized and unrealized loss

  (1.32)   (2.54)
Total from investment operations

  (1.43)   (2.70)
Net decrease in net asset value

  (1.43)   (2.70)
Net asset value, end of period

  $ 5.87   $ 7.30
Total investment return(c)

  -19.59%   -27.00% (d)
Ratios/Supplemental Data:        
Net assets, end of period

(in 000’s)

  $ 5.9   $ 11.0
Ratio of expenses to average daily net assets

(before expense reduction)

  7.02% (e)   5.53% (f)
Ratio of expenses to average daily net assets

(net of expense reduction)

  1.95% (e)   1.96% (f)
Ratio of net investment loss to average daily net assets

(before expense reduction)

  (6.95)%   (5.52)% (f)
Ratio of net investment loss to average daily net assets

(net of expense reduction)

  (1.88)%   (1.95)% (f)
Portfolio turnover rate

  -% (g)   -% (g)

(a) Commencement of operations.
(b) Calculation based on average shares outstanding.
(c) Does not reflect sales charges, which would reduce return.
(d) Not annualized.
(e) Includes extraordinary expenses, approved by the Board of Directors pursuant to the Fund’s expense reimbursement agreement, related to shareholder proxy expenses. Without these expenses, the ratio of expenses to average daily net assets (before expense reduction and net of expense reduction) would have been 6.94% and 1.87%, respectively.
(f) Annualized.
(g) The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate would be higher.
45

 


Financial Highlights—(Continued)

    Class I
Per Share Operating Performance:   For the
Year Ended
April 30, 2016
  For the Period
May 1, 2014(a)
through
April 30, 2015
Net asset value, beginning of period

  $ 7.36   $ 10.00
Income (loss) from investment operations:        
Net investment loss(b)

  (0.07)   (0.09)
Net realized and unrealized loss

  (1.32)   (2.55)
Total from investment operations

  (1.39)   (2.64)
Net decrease in net asset value

  (1.39)   (2.64)
Net asset value, end of period

  $ 5.97   $ 7.36
Total investment return

  -18.89%   -26.40% (c)
Ratios/Supplemental Data:        
Net assets, end of period

(in 000’s)

  $6,264.8   $7,637.0
Ratio of expenses to average daily net assets

(before expense reduction)

  6.25% (d)   4.67% (e)
Ratio of expenses to average daily net assets

(net of expense reduction)

  1.18% (d)   1.10% (e)
Ratio of net investment loss to average daily net assets

(before expense reduction)

  (6.18)%   (4.66)% (e)
Ratio of net investment loss to average daily net assets

(net of expense reduction)

  (1.11)%   (1.09)% (e)
Portfolio turnover rate

  -% (f)   -% (f)

(a) Commencement of operations.
(b) Calculation based on average shares outstanding.
(c) Not annualized.
(d) Includes extraordinary expenses, approved by the Board of Directors pursuant to the Fund’s expense reimbursement agreement, related to shareholder proxy expenses. Without these expenses, the ratio of expenses to average daily net assets (before expense reduction and net of expense reduction) would have been 6.17% and 1.10%, respectively.
(e) Annualized.
(f) The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate would be higher.
46

 


Financial Highlights—(Continued)

    Class R
Per Share Operating Performance:   For the
Year Ended
April 30, 2016
  For the Period
October 1, 2014(a)
through
April 30, 2015
Net asset value, beginning of period

  $ 7.34   $ 8.69
Income (loss) from investment operations:        
Net investment loss(b)

  (0.09)   (0.07)
Net realized and unrealized loss

  (1.32)   (1.28)
Total from investment operations

  (1.41)   (1.35)
Net decrease in net asset value

  (1.41)   (1.35)
Net asset value, end of period

  $ 5.93   $ 7.34
Total investment return

  -19.21%   -15.54% (c)
Ratios/Supplemental Data:        
Net assets, end of period

(in 000’s)

  $ 6.8   $ 8.4
Ratio of expenses to average daily net assets

(before expense reduction)

  6.75% (d)   5.17% (e)
Ratio of expenses to average daily net assets

(net of expense reduction)

  1.68% (d)   1.60% (e)
Ratio of net investment loss to average daily net assets

(before expense reduction)

  (6.69)%   (5.16)% (e)
Ratio of net investment loss to average daily net assets

(net of expense reduction)

  (1.62)%   (1.59)% (e)
Portfolio turnover rate

  -% (f)   -% (f)

(a) Commencement of operations.
(b) Calculation based on average shares outstanding.
(c) Not annualized.
(d) Includes extraordinary expenses, approved by the Board of Directors pursuant to the Fund’s expense reimbursement agreement, related to shareholder proxy expenses. Without these expenses, the ratio of expenses to average daily net assets (before expense reduction and net of expense reduction) would have been 6.67% and 1.60%, respectively.
(e) Annualized.
(f) The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate would be higher.
47

 


Financial Highlights—(Continued)

    Class Z
Per Share Operating Performance:   For the
Year Ended
April 30, 2016
  For the Period
May 1, 2014(a)
through
April 30, 2015
Net asset value, beginning of period

  $ 7.36   $ 10.00
Income (loss) from investment operations:        
Net investment loss(b)

  (0.07)   (0.09)
Net realized and unrealized loss

  (1.32)   (2.55)
Total from investment operations

  (1.39)   (2.64)
Net decrease in net asset value

  (1.39)   (2.64)
Net asset value, end of period

  $ 5.97   $ 7.36
Total investment return

  -18.89%   -26.40% (c)
Ratios/Supplemental Data:        
Net assets, end of period

(in 000’s)

  $ 10.5   $ 13.0
Ratio of expenses to average daily net assets

(before expense reduction)

  6.25% (d)   4.73% (e)
Ratio of expenses to average daily net assets

(net of expense reduction)

  1.18% (d)   1.16% (e)
Ratio of net investment loss to average daily net assets

(before expense reduction)

  (6.18)%   (4.70)% (e)
Ratio of net investment loss to average daily net assets

(net of expense reduction)

  (1.11)%   (1.13)% (e)
Portfolio turnover rate

  -% (f)   -% (f)

(a) Commencement of operations.
(b) Calculation based on average shares outstanding.
(c) Not annualized.
(d) Includes extraordinary expenses, approved by the Board of Directors pursuant to the Fund’s expense reimbursement agreement, related to shareholder proxy expenses. Without these expenses, the ratio of expenses to average daily net assets (before expense reduction and net of expense reduction) would have been 6.17% and 1.10%, respectively.
(e) Annualized.
(f) The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate would be higher.
48

 

Cohen & Steers Active Commodities Strategy Fund, Inc. — Class A, Class C, Class I, Class R and Class Z Shares
THE USA PATRIOT ACT
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account.
What this means for you: When you open an account, we will ask you for your name, address, date of birth and other information that will allow us to identify you. This information will be verified to ensure the identity of all individuals opening a mutual fund account.
Subscription Agreement
 1Account Type  (Please print; indicate only one registration type)
    A.    Individual or Joint Account*
    -  -  ⎢ ⎢    
Name   Social Security Number**   Date of Birth
    -  -  ⎢ ⎢    
Name of Joint Owner, if any   Social Security Number**   Date of Birth
Citizenship: □ U.S. Citizen □ Resident Alien        
             
    B.    Uniform Gifts/Transfers to Minors (UGMA/UTMA)
    -  -  ⎢ ⎢    
Custodian’s name (only one permitted)   Social Security Number**   Date of Birth
    -  -  ⎢ ⎢    
Minor’s name (only one permitted)   Social Security Number**   Date of Birth
under the 
  Uniform Gifts/Transers to Minor Act  
(state residence of minor)      
Citizenship of custodian: □ U.S. Citizen □ Resident Alien    
                     
Citizenship of minor: □ U.S. Citizen □ Resident Alien    
             
    C.    Trust, Corporation or Other Entity
         
Name of Trust, Corporation or Other Entity   Tax Identification Number**   Date of Trust Agreement (if applicable)***
Check the box that describes the entity establishing the account:
□  U.S. Financial Institution governed by a federal regulator.
□  Bank governed by a U.S. state bank regulator.
□  Corporation. If Corporation, provide the tax classification:

certified articles of incorporation or business license unless the corporation is publicly traded on the New York Stock Exchange or Nasdaq Stock Market. If so, please provide ticker symbol:

□  Retirement plan governed by ERISA.
□  Trust. Attach a copy of the Trust Agreement.
□  Partnership. Attach a copy of Partnership Agreement.
□  Limited Liability Company (LLC). If LLC, provide the tax classification:

(C = Corporation, S = S Corporation, P = Partnership)
□  U.S. Government Agency or Instrumentality.
CDFSPRO-0916

 

□  Foreign correspondent account, foreign broker-dealer or foreign private banking account.
□  Other.

Attach copy of document that formed entity or by laws or similar document.
Call (800) 437-9912 to see if additional information is required.

* All joint registrations will be registered as “joint tenants with rights of survivorship” unless otherwise specified.
** If applied for, include a copy of application for social security or tax identification number.
*** Date not required for retirement plan.
If no classification is provided, per IRS regulations, your account will default to an S Corporation.
 2Authorized Persons
If you are establishing an account under 1C above as a (i) Corporation (non-publicly traded), (ii) Partnership, (iii) Trust or (iv) Other, information on each of the individuals authorized to effect transactions must be provided below:
    -  -  ⎢ ⎢    
Authorized Individual/Trustee   Social Security Number*   Date of Birth
    -  -  ⎢ ⎢    
Authorized Individual/Trustee   Social Security Number*   Date of Birth
Citizenship: □ U.S. Citizen □ Resident Alien        
(If there are more than two authorized persons, provide the information, in the same format, on a separate sheet for each such additional person.)
* If applied for, include a copy of application for social security number.
 3Address
(If mailing address is a post office box, a street address is also required. APO and FPO addresses will be accepted.)
Registrant Street Address
    (    )  
Street   Home Telephone Number  
    (    )  
City and State   Zip Code   Business Telephone Number  
Mailing Address     City     State   Zip    
   
Joint Registrant Street Address (required if different than Registrant Address above)
Address 
    City     State   Zip    
 4Investment Information
Class of shares (please check one):    □ A    □ C    □ I    □ R    □ Z
(Class A purchased if no box checked)
$

Amount to invest (must meet minimum investment requirement). Do not send cash. Investment will be paid for by
(please check one):
□  Check or draft made payable to “Cohen & Steers Active Commodities Strategy Fund, Inc.”
□  Wire through the Federal Reserve System.*


* Call (800) 437-9912 to notify the fund of investments by wire and to obtain an account number. See the Purchase of Fund Shares section of the prospectus for wire instructions.
 5Cost Basis Information
Federal law requires mutual fund companies to report cost basis information to shareholders and to the Internal Revenue Service (“IRS”) on mutual fund shares acquired and subsequently redeemed after December 31, 2011 (“covered shares”). In order to provide you and the IRS with accurate cost basis accounting, you are being asked to select a cost basis method to be applied to your covered shares.
Please consult your tax adviser to determine which method best suits your individual tax situation.
If you do not elect a method, the Fund default method of Average Cost will apply until it is either revoked or changed by you.
Please check one of the following available cost basis methods:
□  Average Cost (ACST) — The purchase price of all shares in the account are averaged

 

□  First In, First Out (FIFO) — Depletes shares beginning with the earliest acquisition date
□  Last In, First Out (LIFO) — Depletes shares beginning with the most recent acquisition date
□  High Cost (HIFO) — Depletes shares beginning with the most expensive shares
□  Low Cost (LOFO) — Depletes shares beginning with the least expensive shares
□  Loss/Gain Utilization (LGUT) — Depletes shares with losses prior to shares with gains and short-term shares prior to long-term shares
□  Specific Lot Identification — Depletes shares according to the lots chosen by the shareholder at the time of each redemption. If you choose this method, you will need to select a secondary cost basis method to be used for systematic redemptions in cases where the lots you designate are insufficient or unavailable. Please check one of the following:
□  First In, First Out (FIFO)
□  Last In, First Out (LIFO)
□  High Cost (HIFO)
□  Low Cost (LOFO)
□  Loss/Gain Utilization (LGUT)
Your elected cost basis method will be applied to all covered shares in this account and future accounts opened with the Cohen & Steers Funds that have the identical name, account type and registration as listed on this Subscription Agreement.
 6Automatic Investment Plan
A. The automatic investment plan makes possible regularly scheduled monthly purchases of Fund shares. The Fund’s Transfer Agent can arrange for an amount of money selected by you (must meet automatic investment plan minimum requirement) to be deducted from your checking account and used to purchase shares of the Fund.
   
Please debit $
from my checking account beginning on
*.
  (Month)
Please debit my account on (check one):     □    1st of Month□    15th of Month
B. □ Click here to establish the Auto-Buy option, which allows you to make additional investments on dates you choose by having an amount of money selected by you (must meet automatic investment plan minimum requirement) deducted from your checking account.*
* To initiate the Automatic Investment Plan or the Auto-Buy option, Section 11 of this Subscription Agreement must be completed.
 7Reduced Sales Charge (Class A Only)
Aggregating Accounts or Rights of Accumulation
□  I apply for Aggregating Accounts reduced sales charges based on the following accounts:
□  I apply for Rights of Accumulation reduced sales charges based on the following accounts:
Account Name   Social Security Number
1.   -  -  ⎢ 
2.   -  -  ⎢ 
3.   -  -  ⎢ 
Letter of Intention
□  I am already investing under an existing Letter of Intention.
□  I agree to the Letter of Intent provisions in the Fund’s current Prospectus. During a 12 month period, I plan to invest a dollar amount of at least: □  $100,000        □  $250,000        □  $500,000        □   $1,000,000
Net Asset Value Purchase
□  I certify that I qualify for an exemption from the sales charge by meeting the conditions set forth in the Prospectus.
 8Exchange Privileges
Exchange privileges will be automatically granted unless you check the box below. Shareholders wishing to exchange into other Cohen & Steers Funds should consult the Exchange Privilege section of the Prospectus. (Note: If shares are being purchased through a dealer, please contact your dealer for availability of this service.)
□  I decline the exchange privilege.

 

 9Redemption Privileges
Shareholders may select the following redemption privileges by checking the box(es) below. See How to Sell Fund Shares section of the Prospectus for further details. Redemption privileges will be automatically declined for boxes not checked.
□  I authorize the Transfer Agent to redeem shares in my account(s) by telephone, in accordance with the procedures and conditions set forth in the Fund’s current Prospectus.
□  I wish to have redemption proceeds paid by wire (please complete Section 11).
 10Distribution Options
Dividends and capital gains may be reinvested or paid by check. If no options are selected below, both dividends and capital gains will be reinvested in additional Fund shares.
Dividends □ Reinvest. □ Pay in cash.
Capital Gains □ Reinvest. □ Pay in cash.
□  I wish to have my distributions paid by wire (please complete Section 11).
 11Bank of Record (for Wire Instructions and/or Automatic Investment Plan)
Please attach a voided check from your bank account.
     
Bank Name   Bank ABA Number
     
Street or P.O. Box   Bank Account Number
     
City and State Zip Code   Account Name
 12Signature and Certifications
(a) By signing this agreement, I represent and warrant that:
(1) I have the full right, power, capacity and authority to invest in the Fund;
(2) I am of legal age in my state of residence or am an emancipated minor;
(3) All of the information on this agreement is true and correct; and
(4) I will notify the Fund immediately if there is any change in this information.
(b) I have read the current Prospectus of the Fund and this agreement and agree to all their terms. I also agree that any shares purchased now or later are and will be subject to the terms of the Fund’s Prospectus as in effect from time to time. Further, I agree that the Fund, its administrators and service providers and any of their directors, trustees, employees and agents will not be liable for any claims, losses or expenses (including legal fees) for acting on any instructions believed to be genuine, provided that reasonable security procedures have been followed. If an account has multiple owners, the Fund may rely on the instructions of any one account owner unless all owners specifically instruct the Fund otherwise.
(c) I am aware that under the laws of certain states, the assets in my account may be transferred (escheated) to the state if no activity occurs in my account within a specified period of time.
(d) If I am a U.S. citizen, resident alien, or a representative of a U.S. entity, I certify, under penalty of perjury, that:
(1) The taxpayer identification number and tax status shown on this form are correct.
(2) I am not subject to backup withholding because:
  • I am exempt from backup withholding, OR
•  I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, OR
•  The IRS has notified me that I am no longer subject to backup withholding.
NOTE: If you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return, you must cross out this Item 2.
(3) I am a U.S. person (including resident alien).

 

(e) Additional Certification:
(1) Neither I (we), nor any person having a direct or indirect beneficial interest in the shares to be acquired, appears on any U.S. Government published list of persons who are known or suspected to engage in money laundering activities, such as the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury. I (we) do not know or have any reason to suspect that (i) the monies used to fund my (our) investment have been or will be derived from or related to any illegal activities and (ii) the proceeds from my (our) investment will be used to finance any illegal activities.
(2) I agree to provide such information and execute and deliver such documents as the Fund may reasonably request from time to time to verify the accuracy of the information provided in connection with the opening of an account or to comply with any law, rule or regulation to which the Fund may be subject, including compliance with anti-money laundering laws.
The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
x       x    
Signature* (Owner, Trustee, Etc.)   Date   Signature* (Joint Owner, Co-Trustee)   Date
             
Name and Title            

* If shares are to be registered in (1) joint names, both persons should sign, (2) a custodian’s name, the custodian should sign, (3) a trust, the trustee(s) should sign, or (4) a corporation or other entity, an officer or other authorized person should sign and print name and title above. Persons signing as representatives or fiduciaries of corporations, partnerships, trusts or other organizations are required to furnish corporate resolutions or similar documents providing evidence that they are authorized to effect securities transactions on behalf of the Investor (alternatively, the secretary or another designated officer of the entity may certify the authority of the persons signing on the space provided above).
Mail to: Boston Financial Data Services, P.O. Box 8123, Boston, MA 02266-8123
 For Authorized Dealer Use Only
We hereby authorize the Transfer Agent to act as our agent in connection with the transactions authorized by the Subscription Agreement and agree to notify the Transfer Agent of any purchases made under a Letter of Intention, Rights of Accumulation or Aggregating Accounts. If the Subscription Agreement includes a Telephone Redemption Privilege, we guarantee the signature(s) above.
     
Dealer’s Name   Dealer Number
     
Main Office Address   Branch Number
     
Representative’s Name   Rep. Number
    (   )
Branch Address   Telephone Number
     
Authorized Signature of Dealer   Date

 

Cohen & Steers Active Commodities Strategy Fund, Inc.
To Obtain Additional Information about the Fund
If you would like additional information about Cohen & Steers Active Commodities Strategy Fund, Inc., the following documents are available to you without any charge either upon request or at www.cohenandsteers.com:
Annual/Semi-Annual Reports—Additional information about the Fund’s investments is available in the Fund’s annual and semi-annual reports to shareholders. In these reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its most recent fiscal period.
Statement of Additional Information—Additional information about the Fund’s investments, structure and operations can be found in the SAI. The information presented in the SAI is incorporated by reference into this Prospectus and is legally considered to be part of the Prospectus.
To request a free copy of any of the materials described above as well as other information, or to make any other inquiries, please contact us:
By telephone  (800) 437-9912
By mail   Cohen & Steers Active Commodities Strategy Fund, Inc.
  c/o Boston Financial Data Services
  P.O. Box 8123
  Boston, Massachusetts 02266-8123
By e-mail  marketing@cohenandsteers.com
On the Internet  www.cohenandsteers.com
This information may also be available from your broker or financial intermediary. In addition, information about the Fund (including the Fund’s SAI) may be obtained from the SEC:
By going to the SEC’s Public Reference Room in Washington, D.C. where you can review and copy the information. Information on the operation of the Public Reference Room may be obtained by calling the SEC at (202) 551-8090.
By accessing the SEC’s Internet site at http://www.sec.gov where you can view, download and print the information.
By electronic request at the following e-mail address: publicinfo@sec.gov, or by writing to the Public Reference Section of the SEC, Washington, D.C. 20549-1520. Upon payment of a duplicating fee, copies of the information will be sent to you.
280 PARK AVENUE, NEW YORK, NEW YORK 10017
SEC File No. 811-22938
CDFPRO-0916


280 Park Avenue
New York, New York 10017
(800) 437-9912

Statement of Additional Information
September 1, 2016
This Statement of Additional Information (“SAI”) is not a prospectus, but supplements and should be read in conjunction with the current Prospectus of each fund listed below (each, a “Fund” and collectively, the “Funds”), as such Prospectuses may be supplemented from time to time:
Fund   Abbreviation   Share Class/Ticker   Fiscal Year End   Prospectus Date
Cohen & Steers Low Duration Preferred and Income Fund, Inc.   Low Duration Preferred and Income Fund   Class A/LPXAX
Class C/LPXCX
Class I/LPXIX
Class R/LPXRX
Class Z/LPXZX
  April 30   August 1, 2016
Cohen & Steers Active Commodities Strategy Fund, Inc.   Active Commodities Strategy Fund   Class A/CDFAX
Class C/CDFCX
Class I/CDFIX
Class R/CDFRX
Class Z/CDFZX
  April 30   September 1, 2016
                   
Cohen & Steers Dividend Value Fund, Inc.   Dividend Value Fund   Class A/DVFAX
Class C/DVFCX
Class I/DVFIX
Class R/DVFRX
Class Z/DVFZX
  February 29   July 1, 2016
Cohen & Steers Global Infrastructure Fund, Inc.   Global Infrastructure Fund   Class A/CSUAX
Class C/CSUCX
Class I/CSUIX
Class R/CSURX
Class Z/CSUZX
  December 31   May 1, 2016
Cohen & Steers Global Realty Shares, Inc.   Global Realty Shares   Class A/CSFAX
Class C/CSFCX
Class I/CSSPX
Class R/GRSRX
Class Z/CSFZX
  December 31   May 1, 2016
Cohen & Steers Institutional Global Realty Shares, Inc.   Institutional Global Realty Shares   GRSIX   December 31   May 1, 2016
Cohen & Steers Institutional Realty Shares, Inc.   Institutional Realty Shares   CSRIX   December 31   May 1, 2016
Cohen & Steers International Realty Fund, Inc.   International Realty Fund   Class A/IRFAX
Class C/IRFCX
Class I/IRFIX
Class R/IRFRX
Class Z/IRFZX
  December 31   May 1, 2016
Cohen & Steers MLP & Energy Opportunity Fund, Inc.   MLP & Energy Opportunity Fund   Class A/MLOAX
Class C/MLOCX
Class I/MLOIX
Class R/MLORX
Class Z/MLOZX
  November 30   April 1, 2016,
as amended May 4, 2016
Cohen & Steers Preferred Securities and Income Fund, Inc.   Preferred Securities and Income Fund   Class A/CPXAX
Class C/CPXCX
Class I/CPXIX
Class R/CPRRX
Class Z/CPXZX
  December 31   May 1, 2016
Cohen & Steers Real Assets Fund, Inc.   Real Assets Fund   Class A/RAPAX
Class C/RAPCX
Class I/RAPIX
Class R/RAPRX
Class Z/RAPZX
  December 31   May 1, 2016
Cohen & Steers Real Estate Securities Fund, Inc.   Real Estate Securities Fund   Class A/CSEIX
Class C/CSCIX
Class I/CSDIX
Class R/CIRRX
Class Z/CSZIX
  December 31   May 1, 2016
Cohen & Steers Realty Shares, Inc.   Realty Shares   CSRSX   December 31   May 1, 2016
This SAI is incorporated by reference in its entirety into each Prospectus. Copies of the SAI, the Prospectuses and each Fund’s Annual and Semi-Annual Reports may be obtained free of charge by writing to the address or calling the phone number shown above or by visiting cohenandsteers.com.
    


 


 


Statement of Additional Information

Each Fund is a diversified or non-diversified open-end management investment company, as indicated below, and is organized as a Maryland corporation on the following respective dates:
Fund   Diversification Status     Date of Incorporation  
Low Duration Preferred and Income Fund   Non-diversified     September 2, 2015  
Active Commodities Strategy Fund   Non-diversified     February 11, 2014  
Dividend Value Fund   Diversified     November 9, 2004  
Global Infrastructure Fund   Diversified     January 13, 2004  
Global Realty Shares   Non-diversified     February 14, 1997  
Institutional Global Realty Shares   Non-diversified     May 11, 2006  
Institutional Realty Shares   Non-diversified     October 13, 1999  
International Realty Fund   Non-diversified     November 23, 2004  
MLP & Energy Opportunity Fund   Non-diversified     July 8, 2013  
Preferred Securities and Income Fund   Diversified     February 22, 2010  
Real Assets Fund   Diversified     October 25, 2011  
Real Estate Securities Fund   Non-diversified     July 3, 1997  
Realty Shares   Non-diversified     April 26, 1991  
Realty Shares, Institutional Global Realty Shares and Institutional Realty Shares are no-load Funds.
Much of the information contained in this SAI expands on subjects discussed in each Fund’s Prospectus. No investment in the shares of a Fund should be made without first reading the Prospectus.

Investment Strategies and Policies

The following chart, which supplements the information in each Fund’s Prospectus, indicates some of the specific investments and investment techniques applicable to each Fund. Additional policies and restrictions (including total or net asset limitations) are described in the Prospectus and below in this SAI. See the applicable Fund’s Prospectus and Additional Information Regarding Fund Investments in this SAI for more information, including important risk disclosure, about the investments and investment techniques applicable to your Fund.
Types of Investments   Low
Duration
Preferred
and Income
Fund
  Active
Commodities
Strategy
Fund
  Dividend
Value
Fund
  Global
Infrastructure
Fund
  Global
Realty
Shares
  Institutional
Global
Realty
Shares
  Institutional
Realty
Shares
  International
Realty
Fund
  MLP &
Energy
Opportunity
Fund
  Preferred
Securities
and Income
Fund
  Real
Assets
Fund
  Real
Estate
Securities
Fund
  Realty
Shares
Below Investment Grade Securities

                                   
Borrowing for Investment Purposes

                         
Canadian Royalty Trusts

                                             
Cayman Subsidiary

                                               
Cash Reserves

                         
Commodities

                                             
3

 

Types of Investments   Low
Duration
Preferred
and Income
Fund
  Active
Commodities
Strategy
Fund
  Dividend
Value
Fund
  Global
Infrastructure
Fund
  Global
Realty
Shares
  Institutional
Global
Realty
Shares
  Institutional
Realty
Shares
  International
Realty
Fund
  MLP &
Energy
Opportunity
Fund
  Preferred
Securities
and Income
Fund
  Real
Assets
Fund
  Real
Estate
Securities
Fund
  Realty
Shares
Companies in the Financials Sector

                                       
Convertible Securities

                         
Credit Derivatives

                                         
Debt Securities

                                   
Emerging Market Securities

                           
Energy Companies

                                     
Exchange-Traded Notes

                                             
Foreign Currency and Currency Hedging Transactions

                         
Futures Contracts and Options on Futures Contracts

                         
Foreign Securities

                         
Gold and Other Precious Metals

                                               
Healthcare Companies

                                             
Illiquid Securities

                         
Industrial Companies

                                       
Interest Rate Swaps and Credit Default Swaps

      1                                  
Master Limited Partnerships

                                           
Mortgage-Backed and Asset-Backed Securities

                                       
Municipal Securities

                                           
Natural Resource Companies

                                             
Other Investment Companies

                         
Options on Securities and Stock Indexes