N-CSR 1 d841345dncsr.htm COHEN & STEERS INFRASTRUCTURE FUND, INC. Cohen & Steers Infrastructure Fund, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number:    811-21485                                         

Cohen & Steers Infrastructure Fund, Inc.

 

(Exact name of registrant as specified in charter)

280 Park Avenue, New York, NY 10017

 

(Address of principal executive offices) (Zip code)

Dana A. DeVivo

Cohen & Steers Capital Management, Inc.

280 Park Avenue

New York, New York 10017

 

(Name and address of agent for service)

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

Date of fiscal year end:    December 31                                

Date of reporting period:    December 31, 2019                                

 

 

 


Item 1. Reports to Stockholders.

 

 

 


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

To Our Shareholders:

We would like to share with you our report for the year ended December 31, 2019. The total returns for Cohen & Steers Infrastructure Fund, Inc. (the Fund) and its comparative benchmarks were:

 

     Six Months Ended
December 31, 2019
     Year Ended
December 31, 2019
 

Cohen & Steers Infrastructure Fund at Net Asset Valuea

     8.12      35.09

Cohen & Steers Infrastructure Fund at Market Valuea

     4.56      42.63

Blended Benchmark—80% FTSE Global Core Infrastructure 50/50 Net Tax Index / 20% ICE BofAML Fixed Rate Preferred Securities Indexb

     5.91      23.63

S&P 500 Indexb

     10.92      31.49

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

Managed Distribution Policy

The Fund, acting in accordance with an exemptive order received from the U.S. Securities and Exchange Commission (SEC) and with approval of its Board of Directors (the Board), adopted a managed distribution policy under which the Fund intends to include long-term capital gains, where applicable, as part of the regular monthly cash distributions to its shareholders (the Plan). The Plan gives the Fund greater flexibility to realize long-term capital gains and to distribute those gains on a regular monthly basis. In accordance with the Plan, the Fund currently distributes $0.155 per share on a monthly basis.

 

 

a 

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

b 

The FTSE Global Core Infrastructure 50/50 Net Tax Index is a market-capitalization-weighted index of worldwide infrastructure and infrastructure-related securities and is net of dividend withholding taxes. Constituent weights are adjusted semi-annually according to three broad industry sectors: 50% utilities, 30% transportation, and a 20% mix of other sectors, including pipelines, satellites, and telecommunication towers. The ICE BofAML Fixed Rate Preferred Securities Index tracks the performance of fixed-rate U.S. dollar-denominated preferred securities issued in the U.S. domestic market. The S&P 500 Index is an unmanaged index of 500 large-capitalization stocks that is frequently used as a general measure of U.S. stock market performance.

 

1


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

The Fund may pay distributions in excess of the Fund’s investment company taxable income and net realized gains. This excess would be a return of capital distributed from the Fund’s assets. Distributions of capital decrease the Fund’s total assets and, therefore, could have the effect of increasing the Fund’s expense ratio. In addition, in order to make these distributions, the Fund may have to sell portfolio securities at a less than opportune time.

Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of these distributions or from the terms of the Fund’s Plan. The Fund’s total return based on NAV is presented in the table above as well as in the Financial Highlights table.

The Plan provides that the Board of Directors may amend or terminate the Plan at any time without prior notice to Fund shareholders; however, at this time, there are no reasonably foreseeable circumstances that might cause the termination. The termination of the Plan could have the effect of creating a trading discount (if the Fund’s stock is trading at or above NAV) or widening an existing trading discount.

Market Review

Healthy demand and easing financial conditions globally led to strong total returns for listed infrastructure in 2019. Throughout much of the year, investors favored relatively defensive assets offering attractive yields and stable cash flows as global growth slowed and trade tensions clouded the economic outlook. The prospect of slowing global growth prompted central banks to respond with rate cuts and other easing measures, driving meaningful gains across equity markets. The gains continued as the global economy began to stabilize in the second half of the year, with optimism for a trade agreement between the U.S. and China bolstering the more positive outlook.

Fund Performance

The Fund had a positive total return in 2019 and outperformed its blended benchmark on both a market price and NAV basis.

Water utilities benefited from strength in U.K.-based companies, which rose as the Conservative Party secured a victory in Parliamentary elections. The opposition Labour Party had been critical of utilities and is in favor of the nationalization of water companies. Our investments in the water sector, including an overweight in U.K.-based United Utilities Group, contributed to relative performance. Other traditionally more defensive sectors, such as gas distribution companies and electric utilities, underperformed as growth for the sectors was somewhat offset by softening demand trends and ongoing regulatory and political risks. In Japan, for instance, companies’ failure to follow through on safety-related capital investments resulted in delays in restarting idled nuclear plants. Stock selection in electric utilities also contributed to the Fund’s relative performance during the year; we did not own certain underperforming Japanese utilities, nor did we own California-based PG&E, which declined materially due to the company’s liabilities related to wildfires.

Returns were mixed in the communications sector. Tower companies surged on accelerating spending on wireless networks. In the U.S., the prospect of a viable fourth cell service provider emerging from a potential merger between Sprint and T-Mobile was seen as very positive for tower demand. European towers performed well, primarily due to consolidation activity in the region. On the other hand, satellites declined materially on the U.S. Federal Communications Commission’s plans to

 

2


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

auction C-Band spectrum for 5G communications. Our security selection and overweight allocation in communications aided performance; key contributors included tower companies (benefiting from continued increases in wireless data demand) as well as from out-of-index positions in data center REITs (driven by rapid e-commerce development and strengthening enterprise demand). We were underweight satellite companies, which declined materially on an uncertain outcome from the FCC’s plans to auction C-Band spectrum.

Marine ports generally struggled amid slowing global economic growth and heightened trade tensions. Although some stocks rallied late in the year on news the U.S. and China had reached an accord on the first phase of a trade agreement, it was not enough to wipe out earlier losses in the sector. The portfolio’s underweight allocation in marine ports therefore added to relative performance. In contrast to marine ports, railways (particularly freight rails) generated strong total returns during the year. We held beneficial overweight positions in several North American freight operators, along with Brazil’s Rumo, which rose materially as the economic outlook for that country improved. Also, we were underweight several Japanese passenger rail companies that underperformed during the year and overweight West Japan Railway, which outperformed.

Midstream energy proved surprisingly strong despite a softer growth environment. Going into the year, we were encouraged by observations that 1) strong North American energy production growth was supporting throughput volumes in energy infrastructure, and 2) companies had optimized capital structures, initiated more conservative payout policies and improved corporate governance. In 2019, larger, higher-quality diversified midstream companies generally outperformed, as these companies were in a better position to defend against pockets of counterparty risk, basin-specific oversupply and increased competition that arose over the course of the year. Counterparty credit concerns were acute in the second half of the year—particularly for those exposed to natural gas producers, given persistently low natural gas prices. Our stock selection in midstream energy detracted from relative performance, although this was partially offset by a favorable overweight in the sector.

Fixed income markets were broadly supported by a decline in sovereign bond yields in the year amid concerns about slowing global growth, compounded by trade uncertainty. Our underweight in fixed income, which trailed the Fund’s blended benchmark, contributed to relative performance.

Impact of Leverage on Fund Performance

The Fund employs leverage as part of a yield-enhancement strategy. Leverage, which can increase total return in rising markets (just as it can have the opposite effect in declining markets), significantly contributed to the Fund’s performance for the 12 months ended December 31, 2019.

Impact of Foreign Currency on Fund Performance

The currency impact of the Fund’s investments in foreign securities contributed to absolute performance during the period. Although the Fund reports its NAV and pays dividends in U.S. dollars, the Fund’s investments denominated in foreign currencies are subject to foreign currency risk. Overall, other currencies modestly appreciated against the U.S. dollar. Consequently, changes in the exchange rates between foreign currencies and the U.S. dollar were a net tailwind for absolute returns.

 

3


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

Impact of Derivatives on Fund Performance

The Fund engaged in the buying and selling of single stock options with the intention of enhancing total returns and reducing overall volatility. These contracts did not have a material effect on the Fund’s total return for the 12-month period ended December 31, 2019.

In connection with its use of leverage, the Fund pays interest on a portion of its borrowings based on a floating rate under the terms of its credit agreement. To reduce the impact that an increase in interest rates could have on the performance of the Fund with respect to these borrowings, the Fund used interest rate swaps to exchange a portion of the floating rate for a fixed rate. The Fund’s use of swaps did not have a material impact on the Fund’s total return for the 12-month period ended December 31, 2019.

Fund Reorganization Increased Its Assets

Effective close of business on December 20, 2019, Cohen & Steers Global Income Builder Inc. (INB) was reorganized with and into the Fund. INB had similar investment policies and the same investment objective of total return, with an emphasis on income. We believe the reorganization, which increased the Fund’s assets by more than $226 million, is beneficial to shareholders of the Fund by reducing annual operating expense ratios, enhancing market liquidity and providing portfolio management and operational efficiencies.

Sincerely,

 

LOGO

  

LOGO

ROBERT S. BECKER

Portfolio Manager

  

BEN MORTON

Portfolio Manager

LOGO

   LOGO

WILLIAM F. SCAPELL

Portfolio Manager

  

ELAINE ZAHARIS-NIKAS

Portfolio Manager

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

 

4


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

Visit Cohen & Steers online at cohenandsteers.com

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

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

 

5


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

Our Leverage Strategy

(Unaudited)

Our current leverage strategy utilizes borrowings up to the maximum permitted by the Investment Company Act of 1940 to provide additional capital for the Fund, with an objective of increasing net income available for shareholders. As of December 31, 2019, leverage represented 25% of the Fund’s managed assets.

Through a combination of variable and fixed rate financing, the Fund has locked in interest rates on a significant portion of this additional capital through 2023 (where we effectively reduce our variable rate obligation and lock in our fixed rate obligation over various terms). Locking in a significant portion of our leveraging costs is designed to protect the dividend-paying ability of the Fund. The use of leverage increases the volatility of the Fund’s NAV in both up and down markets. However, we believe that locking in portions of the Fund’s leveraging costs for the various terms partially protects the Fund’s expenses from an increase in short-term interest rates.

Leverage Factsa,b

 

Leverage (as a % of managed assets)

   25%

% Variable Rate Financing

   15%

Variable Rate

   2.6%

% Fixed Rate Financingc,d

   85%

Weighted Average Rate on Fixed Financing

   3.4%

Weighted Average Term on Fixed Financing

   2.9 years

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

 

a 

Data as of December 31, 2019. Information is subject to change.

b 

See Note 8 in Notes to Financial Statements.

c 

Represents a combination of fixed rate borrowings and fixed payer interest rate swap contracts.

d 

The Fund entered into a forward-starting interest rate swap contract with interest receipts and payments commencing on December 28, 2020 (effective date).

 

6


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

December 31, 2019

Top Ten Holdingsa

(Unaudited)

 

Security

   Value        % of
Managed
Assets
 

NextEra Energy, Inc.

   $ 212,376,015          6.2  

Crown Castle International Corp.

     208,736,329          6.1  

American Tower Corp.

     113,388,362          3.3  

Duke Energy Corp.

     102,523,962          3.0  

FirstEnergy Corp.

     96,479,019          2.8  

Transurban Group

     85,184,090          2.5  

American Water Works Co., Inc.

     82,201,638          2.4  

Norfolk Southern Corp.

     78,723,986          2.3  

Kinder Morgan, Inc.

     76,261,390          2.2  

TC Energy Corp.

     72,120,584          2.1  

 

a 

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

Country Breakdown

(Based on Managed Assets)

(Unaudited)

 

LOGO

 

7


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS

December 31, 2019

 

           Shares/Units      Value  

COMMON STOCK

    111.1%        

AUSTRALIA

    7.2%        

AIRPORTS

    2.2%        

Sydney Airport

 

     9,143,568      $ 55,566,877  
       

 

 

 

ELECTRIC

    0.9%        

Spark Infrastructure Groupa

 

     16,454,821        24,133,585  
       

 

 

 

RAILWAYS

    0.8%        

Aurizon Holdings Ltd.

 

     5,898,436        21,648,158  
       

 

 

 

REAL ESTATE

    0.0%        

DIVERSIFIED

    0.0%        

Charter Hall Group

 

     30,150        234,428  

Mirvac Group

 

     263,203        587,355  
       

 

 

 
          821,783  
       

 

 

 

INDUSTRIALS

    0.0%        

Goodman Group

 

     17,700        166,068  
       

 

 

 

TOTAL REAL ESTATE

 

        987,851  
       

 

 

 

TOLL ROADS

    3.3%        

Transurban Groupa

 

     8,141,388        85,184,090  
       

 

 

 

TOTAL AUSTRALIA

 

        187,520,561  
       

 

 

 

AUSTRIA

    0.0%        

REAL ESTATE—DIVERSIFIED

 

     

CA Immobilien Anlagen AG

 

     5,241        220,162  
       

 

 

 

BELGIUM

    0.0%        

REAL ESTATE

 

RESIDENTIAL

    0.0%        

Aedifica SA

 

     1,651        209,638  
       

 

 

 

SELF STORAGE

    0.0%        

Warehouses De Pauw SCA

 

     1,160        211,050  
       

 

 

 

TOTAL BELGIUM

 

        420,688  
       

 

 

 

BRAZIL

    2.6%        

RAILWAYS

    1.8%        

Rumo SAa,b

 

     7,340,159        47,624,270  
       

 

 

 

 

See accompanying notes to financial statements.

 

8


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

           Shares/Units      Value  

TOLL ROADS

    0.8%        

Ccr SA

 

     4,219,079      $ 19,906,560  
       

 

 

 

TOTAL BRAZIL

 

        67,530,830  
       

 

 

 

CANADA

    6.7%        

ELECTRIC

    1.2%        

Emera, Inc.

 

     718,749        30,879,833  
       

 

 

 

PIPELINES—C-CORP

    4.8%        

Enbridge, Inc.a

 

     1,308,442        52,023,303  

TC Energy Corp.

 

     1,354,138        72,120,584  
       

 

 

 
          124,143,887  
       

 

 

 

RAILWAYS

    0.7%        

Canadian Pacific Railway Ltd.a

 

     69,121        17,620,519  
       

 

 

 

REAL ESTATE

    0.0%        

OFFICE

    0.0%        

Allied Properties REIT

 

     14,183        568,718  
       

 

 

 

RESIDENTIAL

    0.0%        

Boardwalk REIT

 

     16,907        598,004  
       

 

 

 

TOTAL REAL ESTATE

 

        1,166,722  
       

 

 

 

TOTAL CANADA

 

        173,810,961  
       

 

 

 

CHINA

    4.4%        

GAS DISTRIBUTION

    1.0%        

Enn Energy Holdings Ltd. (H shares)

 

     2,344,221        25,616,367  
       

 

 

 

MARINE PORTS

    0.6%        

China Merchants Port Holdings Co., Ltd. (H shares)

 

     9,076,300        15,351,775  

COSCO SHIPPING Ports Ltd. (H shares)

 

     136,000        111,351  
       

 

 

 

TOTAL MARINE PORTS

 

        15,463,126  
       

 

 

 

PIPELINES—C-CORP

    0.7%        

Beijing Enterprises Holdings Ltd. (H shares)

 

     3,899,500        17,890,369  
       

 

 

 

REAL ESTATE

    0.0%        

DIVERSIFIED

    0.0%        

China Overseas Land & Investment Ltd. (H shares)

 

     64,000        249,272  
       

 

 

 

INDUSTRIALS

    0.0%        

ESR Cayman Ltd., 144A (H shares)b,c

 

     94,000        212,312  
       

 

 

 

 

See accompanying notes to financial statements.

 

9


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

           Shares/Units      Value  

RESIDENTIAL

    0.0%        

Shimao Property Holdings Ltd. (H shares)

 

     49,500      $ 191,843  
       

 

 

 

TOTAL REAL ESTATE

 

        653,427  
       

 

 

 

TELECOMMUNICATION SERVICES

    0.0%        

China Mobile Ltd. (H shares)

 

     96,500        811,153  
       

 

 

 

TOLL ROADS

    1.4%        

Jiangsu Expressway Co., Ltd., (H shares)

 

     20,406,000        27,968,133  

Zhejiang Expressway Co., Ltd., (H shares)

 

     8,712,000        7,937,990  
       

 

 

 
          35,906,123  
       

 

 

 

WATER

    0.7%        

Guangdong Investment Ltd. (HKD)

 

     8,878,425        18,571,966  
       

 

 

 

TOTAL CHINA

 

        114,912,531  
       

 

 

 

FRANCE

    2.6%        

ENERGY—OIL & GAS

    0.1%        

Total SA

 

     40,237        2,220,585  
       

 

 

 

RAILWAYS

    0.8%        

Getlink SE

 

     1,323,350        23,023,070  
       

 

 

 

REAL ESTATE

    0.1%        

DIVERSIFIED

    0.0%        

Covivio

 

     776        88,088  

Unibail-Rodamco-Westfield

 

     924        145,777  
       

 

 

 
          233,865  
       

 

 

 

NET LEASE

    0.0%        

ARGAN SA

 

     1,992        173,391  
       

 

 

 

OFFICE

    0.0%        

Gecina SA

 

     1,197        214,291  
       

 

 

 

RETAIL

    0.1%        

Klepierre SA

 

     10,152        385,467  
       

 

 

 

TOTAL REAL ESTATE

 

        1,007,014  
       

 

 

 

TOLL ROADS

    1.5%        

Eiffage SA

 

     92,406        10,572,484  

Vinci SAa

 

     263,552        29,267,001  
       

 

 

 
          39,839,485  
       

 

 

 

TOTAL FRANCE

 

        66,090,154  
       

 

 

 

 

See accompanying notes to financial statements.

 

10


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

           Shares/Units      Value  

GERMANY

    0.1%        

REAL ESTATE

 

OFFICE

    0.0%        

Alstria Office REIT AG

 

     10,591      $ 198,989  
       

 

 

 

RESIDENTIAL

    0.1%        

Deutsche Wohnen SE

 

     11,182        456,811  

Instone Real Estate Group AG, 144Ab,c

 

     5,711        141,253  

LEG Immobilien AG

 

     4,391        519,874  

Vonovia SE

 

     6,531        351,639  
       

 

 

 
          1,469,577  
       

 

 

 

TOTAL GERMANY

 

        1,668,566  
       

 

 

 

HONG KONG

    0.1%        

REAL ESTATE

       

DIVERSIFIED

    0.1%        

New World Development Co., Ltd.

 

     304,017        416,681  

Sun Hung Kai Properties Ltd.

 

     43,000        658,329  
       

 

 

 
          1,075,010  
       

 

 

 

RESIDENTIAL

    0.0%        

Wharf Real Estate Investment Co., Ltd.

 

     29,097        177,555  
       

 

 

 

RETAIL

    0.0%        

Link REIT

 

     28,797        304,885  
       

 

 

 

TOTAL HONG KONG

 

        1,557,450  
       

 

 

 

ITALY

    2.2%        

COMMUNICATIONS—TOWERS

    0.9%        

Infrastrutture Wireless Italiane S.p.A., 144Ac

 

     2,363,699        23,146,382  
       

 

 

 

TOLL ROADS

    1.3%        

Atlantia S.p.A.

 

     1,475,182        34,401,454  
       

 

 

 

TOTAL ITALY

 

        57,547,836  
       

 

 

 

JAPAN

    5.4%        

ELECTRIC

    1.8%        

Chugoku Electric Power Co., Inc.

 

     1,461,100        19,229,423  

Shikoku Electric Power Co., Inc.a

 

     2,784,000        27,620,929  
       

 

 

 
          46,850,352  
       

 

 

 

 

See accompanying notes to financial statements.

 

11


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

           Shares/Units      Value  

GAS DISTRIBUTION

    1.1%        

Tokyo Gas Co., Ltd.a

 

     1,210,400      $ 29,537,302  
       

 

 

 

RAILWAYS

    2.3%        

East Japan Railway Co.

 

     92,000        8,346,933  

West Japan Railway Co.a

 

     597,300        51,899,216  
       

 

 

 
          60,246,149  
       

 

 

 

REAL ESTATE

    0.2%        

DIVERSIFIED

    0.1%        

Activia Properties, Inc.

 

     92        460,614  

Mitsubishi Estate Co., Ltd.

 

     18,200        349,997  

Mitsui Fudosan Co., Ltd.

 

     28,900        710,697  

Mitsui Fudosan Logistics Park, Inc.

 

     39        173,186  

NIPPON REIT Investment Corp.

 

     53        233,160  

Nomura Real Estate Master Fund, Inc.

 

     182        310,885  

Sumitomo Realty & Development Co., Ltd.

 

     13,200        463,102  

Tokyu Fudosan Holdings Corp.

 

     29,740        206,651  
       

 

 

 
          2,908,292  
       

 

 

 

INDUSTRIALS

    0.1%        

GLP J-REIT

 

     332        412,193  
       

 

 

 

OFFICE

    0.0%        

Nippon Building Fund, Inc.

 

     56        409,737  
       

 

 

 

RETAIL

    0.0%        

Japan Retail Fund Investment Corp.

 

     140        300,603  
       

 

 

 

TOTAL REAL ESTATE

 

        4,030,825  
       

 

 

 

TOTAL JAPAN

 

        140,664,628  
       

 

 

 

LUXEMBOURG

    0.3%        

COMMUNICATIONS—SATELLITES

       

SES SA

 

     449,627        6,304,332  
       

 

 

 

MEXICO

    2.6%        

AIRPORTS

    1.7%        

Grupo Aeroportuario del Pacifico SAB de CV, Class B

 

     3,850,999        45,776,122  
       

 

 

 

ELECTRIC

    0.9%        

Infraestructura Energetica Nova SAB de CV

 

     4,804,786        22,560,830  
       

 

 

 

TOTAL MEXICO

 

        68,336,952  
       

 

 

 

 

See accompanying notes to financial statements.

 

12


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

           Shares/Units      Value  

NETHERLANDS

    0.1%        

MARINE PORTS

    0.1%        

Koninklijke Vopak NV

 

     14,570      $ 789,865  
       

 

 

 

REAL ESTATE—DATA CENTERS

    0.0%        

InterXion Holding NV (USD)b

 

     7,277        609,886  
       

 

 

 

TOTAL NETHERLANDS

 

        1,399,751  
       

 

 

 

NEW ZEALAND

    0.5%        

AIRPORTS

 

     

Auckland International Airport Ltd.a

 

     2,307,259        13,590,906  
       

 

 

 

NORWAY

    0.0%        

REAL ESTATE—OFFICE

 

     

Entra ASA, 144Ac

 

     16,613        274,382  
       

 

 

 

SINGAPORE

    0.0%        

REAL ESTATE

 

     

DIVERSIFIED

    0.0%        

CapitaLand Ltd.

 

     40,500        112,923  

City Developments Ltd.

 

     32,100        261,344  

Keppel DC REIT

 

     151,900        234,917  
       

 

 

 
        609,184  
       

 

 

 

HEALTH CARE

    0.0%        

Parkway Life Real Estate Investment Trust

 

     93,300        230,310  
       

 

 

 

INDUSTRIALS

    0.0%        

Mapletree Industrial Trust

 

     77,500        149,820  
       

 

 

 

TOTAL SINGAPORE

 

        989,314  
       

 

 

 

SPAIN

    2.9%        

AIRPORTS

    1.9%        

Aena SME SA, 144Aa,c

 

     262,119        50,130,218  
       

 

 

 

ELECTRIC

    1.0%        

Iberdrola SA

 

     2,492,874        25,669,636  
       

 

 

 

REAL ESTATE

    0.0%        

DIVERSIFIED

    0.0%        

Merlin Properties Socimi SA

 

     14,436        207,107  
       

 

 

 

 

See accompanying notes to financial statements.

 

13


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

           Shares/Units      Value  

OFFICE

    0.0%        

Inmobiliaria Colonial Socimi SA

 

     12,267      $ 156,312  
       

 

 

 

TOTAL REAL ESTATE

 

        363,419  
       

 

 

 

TOTAL SPAIN

 

        76,163,273  
       

 

 

 

SWEDEN

    0.1%        

COMMUNICATIONS

    0.1%        

Telia Co. AB

 

     179,800        772,654  
       

 

 

 

REAL ESTATE

    0.0%        

DIVERSIFIED

    0.0%        

Castellum AB

 

     13,342        313,381  

.Fastighets AB Balder, Class Bb

 

     4,319        199,757  
       

 

 

 
          513,138  
       

 

 

 

RETAIL

    0.0%        

Catena AB

 

     4,490        198,222  
       

 

 

 

TOTAL REAL ESTATE

 

        711,360  
       

 

 

 

TOTAL SWEDEN

 

        1,484,014  
       

 

 

 

THAILAND

    2.1%        

AIRPORTS

 

Airports of Thailand PCL

 

     22,021,000        54,586,129  
       

 

 

 

UNITED KINGDOM

    3.5%        

ELECTRIC

    2.3%        

National Grid PLC

 

     5,030,669        62,924,593  
       

 

 

 

REAL ESTATE

    0.1%        

DIVERSIFIED

    0.0%        

LondonMetric Property PLC

 

     51,785        162,294  
       

 

 

 

HEALTH CARE

    0.0%        

Assura PLC

 

     191,946        197,808  
       

 

 

 

INDUSTRIALS

    0.0%        

Segro PLC

 

     33,086        393,204  
       

 

 

 

OFFICE

    0.0%        

Derwent London PLC

 

     5,980        317,637  
       

 

 

 

RESIDENTIAL

    0.0%        

UNITE Group PLC

 

     12,117        202,232  
       

 

 

 

 

See accompanying notes to financial statements.

 

14


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

           Shares/Units      Value  

SELF STORAGE

    0.0%        

Safestore Holdings PLC

 

     11,092      $ 118,421  
       

 

 

 

SHOPPING CENTERS—SHOPPING CENTERS

    0.1%        

Land Securities Group PLC

 

     32,416        425,089  
       

 

 

 

TOTAL REAL ESTATE

 

        1,816,685  
       

 

 

 

WATER

    1.0%        

United Utilities Group PLCa

 

     2,068,572        25,849,444  
       

 

 

 

TOTAL UNITED KINGDOM

 

        90,590,722  
       

 

 

 

UNITED STATES

    67.7%        

COMMUNICATIONS

    12.4%        

American Tower Corp.a,d

 

     493,379        113,388,362  

Crown Castle International Corp.a

 

     1,468,423        208,736,329  
       

 

 

 
          322,124,691  
       

 

 

 

CONSUMER—CYCLICAL—HOTELS, RESTAURANTS & LEISURE

    0.0%        

Boyd Gaming Corp.

 

     14,597        437,034  
       

 

 

 

DIVERSIFIED

    0.5%        

Macquarie Infrastructure Corp.

 

     316,453        13,556,847  
       

 

 

 

ELECTRIC

    33.2%        

Alliant Energy Corp.a,d

 

     1,054,083        57,679,422  

CMS Energy Corp.a,d

 

     863,101        54,237,267  

Dominion Resources, Inc.

 

     603,372        49,971,269  

DTE Energy Co.d

 

     328,852        42,708,009  

Duke Energy Corp.

 

     1,124,043        102,523,962  

Edison Internationala,d

 

     561,544        42,346,033  

FirstEnergy Corp.a,d

 

     1,985,165        96,479,019  

NextEra Energy, Inc.a,d

 

     877,007        212,376,015  

NorthWestern Corp.

 

     603,763        43,271,694  

PPL Corp.

 

     910,862        32,681,729  

WEC Energy Group, Inc.a,d

 

     634,621        58,531,095  

Xcel Energy, Inc.a,d

 

     1,067,763        67,792,273  
       

 

 

 

TOTAL ELECTRIC

 

        860,597,787  
       

 

 

 

ENERGY

    0.2%        

Magellan Midstream Partners LP

 

     80,921        5,087,503  
       

 

 

 

 

See accompanying notes to financial statements.

 

15


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

           Shares/Units      Value  

GAS DISTRIBUTION

    1.7%        

Atmos Energy Corp.a,d

 

     278,523      $ 31,155,583  

NiSource, Inc.

 

     462,529        12,876,807  
       

 

 

 
          44,032,390  
       

 

 

 

INDUSTRIALS

    0.1%        

United Parcel Service, Inc. Class B

 

     27,024        3,163,429  
       

 

 

 

INTEGRATED TELECOMMUNICATIONS SERVICES

    0.2%        

Verizon Communications, Inc.

 

     62,022        3,808,151  
       

 

 

 

PIPELINES

    9.9%        

PIPELINES—C-CORP

    6.7%        

Cheniere Energy, Inc.a,b,d

 

     444,080        27,119,966  

Kinder Morgan, Inc.

 

     3,602,333        76,261,390  

ONEOK, Inc.a,d

 

     250,482        18,953,973  

Plains GP Holdings LP, Class A

 

     1,219,622        23,111,837  

Targa Resources Corp.

 

     241,923        9,877,716  

Williams Cos., Inc./Thea,d

 

     738,023        17,505,905  
       

 

 

 
          172,830,787  
       

 

 

 

PIPELINES—MLP

    3.2%        

Energy Transfer LP

 

     1,487,669        19,086,793  

Enterprise Products Partners LPa

 

     632,713        17,817,198  

MPLX LPa,d

 

     514,959        13,110,856  

Noble Midstream Partners LP

 

     215,901        5,734,331  

Noble Midstream Partners LP(Unregistered)e

 

     465,812        12,129,744  

Western Midstream Partners LP

 

     840,056        16,540,703  
       

 

 

 
          84,419,625  
       

 

 

 

TOTAL PIPELINES

 

        257,250,412  
       

 

 

 

RAILWAYS

    4.6%        

Norfolk Southern Corp.a,d

 

     405,522        78,723,986  

Union Pacific Corp.a,d

 

     224,570        40,600,010  
       

 

 

 
          119,323,996  
       

 

 

 

REAL ESTATE

    1.7%        

DATA CENTERS

    1.1%        

CyrusOne, Inc.

 

     411,742        26,940,279  

Digital Realty Trust, Inc.

 

     2,621        313,839  

Equinix, Inc.

 

     772        450,616  
       

 

 

 
          27,704,734  
       

 

 

 

 

See accompanying notes to financial statements.

 

16


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

           Shares/Units      Value  

DIVERSIFIED

    0.0%        

Jones Lang LaSalle, Inc.

 

     2,084      $ 362,804  
       

 

 

 

HEALTH CARE

    0.1%        

Healthcare Trust of America, Inc., Class A

 

     11,464        347,130  

Healthpeak Properties, Inc.

 

     2,055        70,836  

Medical Properties Trust, Inc.

 

     21,600        455,976  

Welltower, Inc.

 

     16,453        1,345,526  
       

 

 

 
          2,219,468  
       

 

 

 

HOTEL

    0.0%        

Hilton Worldwide Holdings, Inc.

 

     3,165        351,030  

Park Hotels & Resorts, Inc.

 

     20,797        538,018  

Pebblebrook Hotel Trust

 

     5,069        135,900  
       

 

 

 
          1,024,948  
       

 

 

 

INDUSTRIALS

    0.1%        

Americold Realty Trust

 

     8,762        307,196  

Prologis, Inc.

 

     17,817        1,588,207  
       

 

 

 
          1,895,403  
       

 

 

 

NET LEASE

    0.1%        

Agree Realty Corp.

 

     3,323        233,175  

VEREIT, Inc.

 

     63,691        588,505  

VICI Properties, Inc.

 

     20,611        526,611  
       

 

 

 
          1,348,291  
       

 

 

 

OFFICE

    0.1%        

Columbia Property Trust, Inc.

 

     10,675        223,214  

Empire State Realty Trust, Inc., Class A

 

     17,705        247,162  

Kilroy Realty Corp.

 

     10,425        874,658  
       

 

 

 
          1,345,034  
       

 

 

 

RESIDENTIAL

    0.1%        

Equity Residential

 

     8,194        663,058  

Essex Property Trust, Inc.

 

     2,755        828,869  

Invitation Homes, Inc.

 

     25,178        754,585  

Sun Communities, Inc.

 

     2,750        412,775  

UDR, Inc.

 

     27,023        1,261,974  
       

 

 

 
          3,921,261  
       

 

 

 

 

See accompanying notes to financial statements.

 

17


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

           Shares/Units      Value  

SELF STORAGE

    0.0%        

Extra Space Storage, Inc.

 

     8,878      $ 937,694  

Public Storage

 

     884        188,257  
       

 

 

 
          1,125,951  
       

 

 

 

SHOPPING CENTERS

    0.1%        

COMMUNITY CENTER

    0.1%        

Kimco Realty Corp.

 

     32,611        675,374  

Regency Centers Corp.

 

     10,373        654,432  

SITE Centers Corp.

 

     10,100        141,602  
       

 

 

 
        1,471,408  
       

 

 

 

FREE STANDING

    0.0%        

Realty Income Corp.

 

     4,722        347,681  
       

 

 

 

REGIONAL MALL

    0.0%        

Simon Property Group, Inc.

 

     5,864        873,502  

Taubman Centers, Inc.

 

     3,882        120,691  
       

 

 

 
        994,193  
       

 

 

 

TOTAL SHOPPING CENTERS

 

        2,813,282  
       

 

 

 

TOTAL REAL ESTATE

 

        43,761,176  
       

 

 

 

WATER

    3.2%        

American Water Works Co., Inc.a,d

 

     669,122        82,201,638  
     

 

 

 

TOTAL UNITED STATES

 

        1,755,345,054  
       

 

 

 

TOTAL COMMON STOCK
(Identified cost—$2,059,980,002)

 

        2,881,009,196  
       

 

 

 

PREFERRED SECURITIES—$25 PAR VALUE

    6.1%        

BERMUDA

    0.1%        

INSURANCE

 

     

PROPERTY CASUALTY

    0.1%        

Enstar Group Ltd., 7.00% to 9/1/28,
Series D (USD)f,g

 

     77,050        2,151,236  
       

 

 

 

REINSURANCE

    0.0%        

RenaissanceRe Holdings Ltd., 5.75%, Series F (USD)g

 

     7,000        189,210  
       

 

 

 

TOTAL BERMUDA

 

        2,340,446  
       

 

 

 

 

See accompanying notes to financial statements.

 

18


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

           Shares/Units      Value  

CANADA

    0.2%        

PIPELINES

    0.1%        

Enbridge, Inc., 6.375% to 4/15/23, due 4/15/78, Series B (USD)f

 

     77,150      $ 2,127,797  
       

 

 

 

UTILITIES

    0.1%        

Algonquin Power & Utilities Corp., 6.875% to 10/17/23, due 10/17/78 (USD)f

 

     38,890        1,096,309  

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

 

     75,925        2,141,085  
       

 

 

 

TOTAL UTILITIES

 

        3,237,394  
       

 

 

 

TOTAL CANADA

 

        5,365,191  
       

 

 

 

NETHERLANDS

    0.1%        

INSURANCE

       

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

 

     132,100        3,427,995  
       

 

 

 

UNITED STATES

    5.7%        

BANKS

    2.4%        

Bank of America Corp., 6.20%, Series CCg

 

     67,948        1,778,879  

Bank of America Corp., 6.00%, Series EEg

 

     100,000        2,640,000  

Bank of America Corp., 6.00%, Series GGg

 

     204,775        5,629,265  

Bank of America Corp., 5.875%, Series HHg

 

     82,800        2,242,224  

Bank of America Corp., 5.375%, Series KKg

 

     55,130        1,466,458  

Bank of America Corp., 5.00%, Series LLg

 

     71,300        1,866,634  

Capital One Financial Corp., 6.00%, Series Hg

 

     37,407        1,004,378  

Capital One Financial Corp., 5.00%, Series Ig

 

     326        8,179  

Citigroup, Inc., 6.30%, Series Sg

 

     97,743        2,561,844  

Citizens Financial Group, Inc., 5.00%, Series Eg

 

     58,500        1,458,405  

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

 

     216,141        5,630,473  

Huntington Bancshares, Inc., 6.25%, Series Da,g

 

     73,122        1,901,172  

JPMorgan Chase & Co., 6.10%, Series AAa,d,g

 

     121,901        3,137,732  

JPMorgan Chase & Co., 5.75%, Series DDg

 

     15,000        409,950  

JPMorgan Chase & Co., 6.125%, Series Ya,g

 

     180,722        4,622,869  

New York Community Bancorp, Inc., 6.375% to 3/17/27, Series Aa,f,g

 

     79,799        2,231,180  

PNC Financial Services Group, 5.375%, Series Qg

 

     10,278        263,219  

Regions Financial Corp., 6.375% to 9/15/24, Series Bd,f,g

 

     22,462        633,878  

 

See accompanying notes to financial statements.

 

19


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

           Shares/Units      Value  

Regions Financial Corp., 5.70% to 5/15/29, Series Cf,g

 

     182,593      $ 5,092,519  

SVB Financial Group, 5.25%, Series Ag

 

     14,230        367,845  

Synovus Financial Corp., 5.875% to 7/1/24, Series Ef,g

 

     82,725        2,208,757  

Wells Fargo & Co., 5.25%, Series Pg

 

     110,900        2,824,623  

Wells Fargo & Co., 5.85% to 9/15/23, Series Qa,f,g

 

     105,975        2,902,655  

Wells Fargo & Co., 6.00%, Series Ta,d,g

 

     150,000        3,820,500  

Wells Fargo & Co., 5.70%, Series Wa,d,g

 

     143,039        3,740,470  

Wells Fargo & Co., 5.625%, Series Yg

 

     99,275        2,649,650  
       

 

 

 
          63,093,758  
       

 

 

 

ELECTRIC

    0.9%     

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

 

     99,975        2,730,317  

DTE Energy Co., 5.375%, due 6/1/76, Series Ba,d

 

     182,874        4,727,293  

Duke Energy Corp., 5.75%, Series Ag

 

     181,350        5,025,209  

Integrys Holding, Inc., 6.00% to 8/1/23, due 8/1/73a,f

 

     174,388        4,730,275  

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

 

     115,742        3,174,803  

Southern Co./The, 5.25%, due 12/1/77

 

     99,672        2,622,370  
       

 

 

 
        23,010,267  
       

 

 

 

FINANCIAL

    0.6%     

DIVERSIFIED FINANCIAL SERVICES

    0.2%     

Apollo Global Management, Inc., 6.375%, Series Ag

 

     57,982        1,542,321  

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

 

     90,000        2,479,500  

State Street Corp., 5.25%, Series Cg

 

     25,802        661,822  

Synchrony Financial, 5.625%, Series Ag

 

     70,800        1,808,940  
       

 

 

 
          6,492,583  
       

 

 

 

INVESTMENT BANKER/BROKER

    0.4%        

Morgan Stanley, 6.875% to 1/15/24, Series Ff,g

 

     121,171        3,429,139  

Morgan Stanley, 6.375% to 10/15/24, Series If,g

 

     125,000        3,521,250  

Morgan Stanley, 5.85% to 4/15/27, Series Kf,g

 

     110,200        3,125,272  
       

 

 

 
          10,075,661  
       

 

 

 
          16,568,244  
       

 

 

 

 

See accompanying notes to financial statements.

 

20


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

           Shares/Units      Value  

INDUSTRIALS—CHEMICALS

    0.3%        

CHS, Inc., 7.10% to 3/31/24, Series 2f,g

 

     135,283      $ 3,685,109  

CHS, Inc., 6.75% to 9/30/24, Series 3a,f,g

 

     137,935        3,682,864  
       

 

 

 
          7,367,973  
       

 

 

 

INSURANCE

    0.6%        

LIFE/HEALTH INSURANCE

    0.4%        

American Equity Investment Life Holding Co., 5.95% to 12/1/24, Series Af,g

 

     45,000        1,158,750  

Athene Holding Ltd., 6.35% to 6/30/29, Series Af,g

 

     115,223        3,255,050  

Athene Holding Ltd., 5.625%, Series Bg

 

     5,075        132,965  

AXA Equitable Holdings, Inc., 5.25%, Series Ag

 

     52,000        1,357,200  

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

 

     16,000        432,000  

Voya Financial, Inc., 5.35% to 9/15/29, Series Bf,g

 

     97,375        2,628,151  
       

 

 

 
          8,964,116  
       

 

 

 

MULTI-LINE

    0.2%        

Allstate Corp./The, 5.10%, Series Hg

 

     146,650        3,833,431  

American International Group, Inc., 5.85%, Series Ag

 

     11,342        310,090  

Hanover Insurance Group, Inc./The, 6.35%, due 3/30/53

 

     50,210        1,303,954  
       

 

 

 
          5,447,475  
       

 

 

 

REINSURANCE

    0.0%        

Arch Capital Group Ltd., 5.25%, Series Eg

 

     10,833        276,025  
       

 

 

 

TOTAL INSURANCE

 

        14,687,616  
       

 

 

 

INTEGRATED TELECOMMUNICATIONS SERVICES

    0.1%        

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

 

     50,000        1,378,000  
       

 

 

 

PIPELINES

    0.3%        

Energy Transfer Operating LP, 7.375% to 5/15/23, Series Cf,g

 

     142,225        3,444,689  

Energy Transfer Operating LP, 7.625% to 8/15/23, Series Df,g

 

     89,991        2,233,577  

Energy Transfer Operating LP, 7.60% to 5/15/24, Series Ef,g

 

     25,586        647,838  
       

 

 

 
          6,326,104  
       

 

 

 

 

See accompanying notes to financial statements.

 

21


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

           Shares/Units      Value  

REAL ESTATE

    0.2%        

DIVERSIFIED

    0.1%        

VEREIT, Inc., 6.70%, Series Fa,g

 

     155,036      $ 3,953,418  
       

 

 

 

REINSURANCE

    0.1%        

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

 

     80,000        2,063,200  
       

 

 

 

TOTAL REAL ESTATE

 

        6,016,618  
       

 

 

 

UTILITIES

    0.3%        

NiSource, Inc., 6.50% to 3/15/24, Series Bf,g

 

     92,315        2,573,742  

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

 

     95,800        2,555,944  

Spire, Inc., 5.90%, Series Ag

 

     101,071        2,791,581  
       

 

 

 
          7,921,267  
       

 

 

 

TOTAL UNITED STATES

 

        146,369,847  
       

 

 

 

TOTAL PREFERRED SECURITIES—$25 PAR VALUE
(Identified cost—$147,729,740)

 

        157,503,479  
       

 

 

 
           Principal
Amount
        

PREFERRED SECURITIES—CAPITAL SECURITIES

    13.2%        

AUSTRALIA

    0.4%        

INSURANCE-PROPERTY CASUALTY

    0.3%        

QBE Insurance Group Ltd., 6.75% to 12/2/24, due 12/2/44 (USD)f,i

 

   $ 5,155,000        5,781,435  

QBE Insurance Group Ltd., 5.875% to 6/17/26, due 6/17/46, Series EMTN (USD)f,i

 

     1,800,000        1,976,618  
       

 

 

 
          7,758,053  
       

 

 

 

MATERIAL—METALS & MINING

    0.1%        

BHP Billiton Finance USA Ltd., 6.75% to 10/20/25, due 10/19/75, 144A (USD)c,f

 

     1,600,000        1,881,104  
       

 

 

 

TOTAL AUSTRALIA

 

        9,639,157  
       

 

 

 

BRAZIL

    0.1%        

BANKS

       

Itau Unibanco Holding SA, 4.50% to 11/21/24, due 11/21/29, 144A (USD)c,f,j

 

     1,400,000        1,435,014  
       

 

 

 

 

See accompanying notes to financial statements.

 

22


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

           Principal
Amount
     Value  

CANADA

    1.3%        

PIPELINES

    0.9%        

Enbridge, Inc., 6.00% to 1/15/27, due 1/15/77, Series 16-A (USD)f

 

   $ 4,155,000      $ 4,405,630  

Enbridge, Inc., 6.25% to 3/1/28, due 3/1/78 (USD)f

 

     3,289,000        3,572,216  

Transcanada Trust, 5.50% to 9/15/29, due 9/15/79 (USD)f

 

     8,620,000        9,068,240  

Transcanada Trust, 5.625% to 5/20/25, due 5/20/75 (USD)f

 

     421,000        439,532  

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

 

     5,765,000        6,213,632  
       

 

 

 
          23,699,250  
       

 

 

 

UTILITIES

    0.4%        

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

 

     8,000,000        9,052,160  
       

 

 

 

TOTAL CANADA

 

        32,751,410  
       

 

 

 

FINLAND

    0.1%        

BANKS

       

Nordea Bank Abp, 6.625% to 3/26/26, 144A (USD)c,f,g,j

 

     1,400,000        1,553,447  
       

 

 

 

FRANCE

    1.1%        

BANKS

    1.0%        

BNP Paribas SA, 6.625% to 3/25/24, 144A (USD)c f,g,j

 

     1,800,000        1,945,287  

BNP Paribas SA, 7.00% to 8/16/28, 144A (USD)c,f,g,j

 

     1,000,000        1,160,900  

BNP Paribas SA, 7.195% to 6/25/37, 144A (USD)a,c,f,g

 

     2,900,000        3,223,626  

BNP Paribas SA, 7.375% to 8/19/25, 144A (USD)c,f,g,j

 

     3,600,000        4,156,578  

BNP Paribas SA, 7.625% to 3/30/21, 144A (USD)a,c,f,g,j

 

     2,400,000        2,532,840  

Credit Agricole SA, 6.875% to 9/23/24, 144A (USD)c,f,g,j

 

     1,800,000        1,983,537  

Credit Agricole SA, 7.875% to 1/23/24, 144A (USD)c,f,g,j

 

     400,000        456,960  

Credit Agricole SA, 8.125% to 12/23/25, 144A (USD)a,c,f,g,j

 

     3,550,000        4,316,356  

Societe Generale SA, 6.75% to 4/6/28, 144A (USD)c,f,g,j

 

     1,400,000        1,546,510  

 

See accompanying notes to financial statements.

 

23


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

           Principal
Amount
     Value  

Societe Generale SA, 7.375% to 9/13/21, 144A (USD)a,c,f,g,j

 

   $ 3,000,000      $ 3,185,325  

Societe Generale SA, 8.00% to 9/29/25, 144A (USD)c,f,g,j

 

     1,800,000        2,116,539  
       

 

 

 
          26,624,458  
       

 

 

 

INSURANCE—MULTI-LINE

    0.1%        

AXA SA, 6.379% to 12/14/36, 144A (USD)c,f,g

 

     1,600,000        1,936,232  
       

 

 

 

TOTAL FRANCE

 

        28,560,690  
       

 

 

 

GERMANY

    0.0%     

BANKS

       

Commerzbank AG, 7.00% to 4/9/25 (USD)f,g,i,j

 

     1,000,000        1,055,000  
       

 

 

 

HONG KONG

    0.1%     

BANKS

       

Bank of China Hong Kong Ltd., 5.90% to 9/14/23, 144A (USD)c,f,g

 

     2,200,000        2,383,461  
       

 

 

 

ITALY

    0.3%     

BANKS

    0.1%     

Intesa Sanpaolo SpA, 7.70% to 9/17/25, 144A (USD)c,f,g,j

 

     2,900,000        3,145,354  
       

 

 

 

UTILITIES—ELECTRIC UTILITIES

    0.2%     

Enel SpA, 8.75% to 9/24/23, due 9/24/73, 144A (USD)a,c,f

 

     4,085,000        4,805,390  
       

 

 

 

TOTAL ITALY

 

        7,950,744  
       

 

 

 

JAPAN

    0.5%     

INSURANCE

 

LIFE/HEALTH INSURANCE

    0.4%     

Dai-ichi Life Insurance Co., Ltd., 5.10% to 10/28/24, 144A (USD)a,c,f,g

 

     2,000,000        2,181,430  

Meiji Yasuda Life Insurance Co., 5.20% to 10/20/25, due 10/20/45, 144A (USD)a,c,f

 

     3,600,000        3,996,972  

Nippon Life Insurance Co., 5.10% to 10/16/24, due 10/16/44, 144A (USD)a,c,f

 

     5,000,000        5,470,100  
       

 

 

 
          11,648,502  
       

 

 

 

 

See accompanying notes to financial statements.

 

24


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

           Principal
Amount
     Value  

PROPERTY CASUALTY

    0.1%     

Mitsui Sumitomo Insurance Co., Ltd., 4.95% to 3/6/29, 144A (USD)c,f,g

 

   $ 2,400,000      $ 2,657,160  
       

 

 

 

TOTAL JAPAN

 

        14,305,662  
       

 

 

 

NETHERLANDS

    0.2%     

BANKS

 

ING Groep N.V., 5.75% to 11/16/26 (USD)f,g,j

 

     1,800,000        1,896,525  

ING Groep N.V., 6.875% to 4/16/22 (USD)f,g,i,j

 

     3,000,000        3,213,540  
       

 

 

 

TOTAL NETHERLANDS

 

        5,110,065  
       

 

 

 

NORWAY

    0.2%     

BANKS

 

DNB Bank ASA, 4.875% to 11/12/24 (USD)f,g,i,j

 

     2,400,000        2,403,000  

DNB Bank ASA, 6.50% to 3/26/22 (USD)f,g,i,j

 

     3,000,000        3,185,625  
       

 

 

 

TOTAL NORWAY

 

        5,588,625  
       

 

 

 

SPAIN

    0.1%     

BANKS

 

Banco Bilbao Vizcaya Argentaria SA, 6.50% to 3/5/25, Series 9 (USD)f,g,j

 

     2,600,000        2,756,000  
       

 

 

 

SWEDEN

    0.1%     

BANKS

 

Skandinaviska Enskilda Banken AB, 5.125% to 5/13/25 (USD)f,g,i,j

 

     1,200,000        1,204,500  

Svenska Handelsbanken AB, 6.25% to 3/1/24, Series EMTN (USD)f,g,i,j

 

     2,200,000        2,372,700  
       

 

 

 

TOTAL SWEDEN

 

        3,577,200  
       

 

 

 

SWITZERLAND

    1.1%     

BANKS

    1.0%     

Credit Suisse Group AG, 7.125% to 7/29/22 (USD)f,g,i,j

 

     2,600,000        2,799,277  

Credit Suisse Group AG, 6.375% to 8/21/26, 144A (USD)c,f,g,j

 

     3,000,000        3,241,500  

Credit Suisse Group AG, 7.25% to 9/12/25, 144A (USD)c,f,g,j

 

     1,400,000        1,563,947  

Credit Suisse Group AG, 7.50% to 12/11/23, 144A (USD)c,f,g,j

 

     400,000        450,729  

 

See accompanying notes to financial statements.

 

25


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

           Principal
Amount
     Value  

Credit Suisse Group AG, 7.50% to 7/17/23, 144A (USD)c,f,g,j

 

   $ 4,800,000      $ 5,256,312  

UBS Group AG, 7.125% to 2/19/20 (USD)f,g,i,j

 

     1,046,000        1,053,457  

UBS Group Funding Switzerland AG, 6.875% to 3/22/21 (USD)f,g,i,j

 

     1,800,000        1,876,950  

UBS Group Funding Switzerland AG, 6.875% to 8/7/25 (USD)f,g,i,j

 

     3,200,000        3,552,000  

UBS Group Funding Switzerland AG, 7.125% to 8/10/21 (USD)f,g,i,j

 

     1,600,000        1,699,000  

UBS Group Funding Switzerland AG, 7.00% to 1/31/24, 144A (USD)c,f,g,j

 

     4,400,000        4,812,500  
       

 

 

 
        26,305,672  
       

 

 

 

INSURANCE—PROPERTY CASUALTY

    0.1%     

Swiss Re Finance Luxembourg SA, 5.00% to 4/2/29, due 4/2/49, 144A (USD)c,f

 

     2,000,000        2,235,000  
       

 

 

 

TOTAL SWITZERLAND

 

        28,540,672  
       

 

 

 

UNITED KINGDOM

    2.0%     

BANKS

    1.9%     

Barclays PLC, 7.875% to 3/15/22 (USD)f,g,i,j

 

     3,800,000        4,105,539  

Barclays PLC, 8.00% to 6/15/24 (USD)f,g,j

 

     2,200,000        2,462,823  

HBOS Capital Funding LP, 6.85% (USD)g,i

 

     2,400,000        2,458,500  

HSBC Capital Funding Dollar 1 LP, 10.176% to 6/30/30, 144A (USD)a,c,f,g

 

     8,950,000        14,775,555  

HSBC Holdings PLC, 6.375% to 3/30/25 (USD)f,g,j

 

     1,600,000        1,741,144  

HSBC Holdings PLC, 6.50% to 3/23/28 (USD)f,g,j

 

     2,800,000        3,082,520  

HSBC Holdings PLC, 6.875% to 6/1/21 (USD)a,f,g,j

 

     2,400,000        2,517,840  

Lloyds Banking Group PLC, 7.50% to 6/27/24 (USD)a,f,g,j

 

     3,534,000        3,911,343  

Lloyds Banking Group PLC, 7.50% to 9/27/25 (USD)f,g,j

 

     2,800,000        3,141,894  

Nationwide Building Society, 10.25%g,i

 

     655,000        1,440,237  

Royal Bank of Scotland Group PLC, 7.648% to 9/30/31 (USD)a,f,g

 

     2,512,000        3,609,405  

Royal Bank of Scotland Group PLC, 8.00% to 8/10/25 (USD)f,g,j

 

     1,800,000        2,075,445  

 

See accompanying notes to financial statements.

 

26


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

           Principal
Amount
    Value  

Royal Bank of Scotland Group PLC, 8.625% to 8/15/21 (USD)a,f,g,j

 

   $ 3,200,000     $ 3,465,840  

Standard Chartered PLC, 7.75% to 4/2/23, 144A (USD)c,f,g,j

 

     600,000       664,179  
      

 

 

 
         49,452,264  
      

 

 

 

INTEGRATED TELECOMMUNICATIONS SERVICES

    0.1%     

Vodafone Group PLC, 7.00% to 4/4/29, due 4/4/79 (USD)f

 

     2,850,000       3,346,334  
      

 

 

 

TOTAL UNITED KINGDOM

 

       52,798,598  
      

 

 

 

UNITED STATES

    5.6%     

BANKS

    2.7%     

AgriBank FCB, 6.875% to 1/1/24a,f,g

 

      37,000       4,005,250  

Bank of America Corp., 6.10% to 3/17/25, Series AAf,g

 

     1,513,000       1,686,261  

Bank of America Corp., 5.875% to 3/15/28, Series FFf,g

 

     3,677,000       4,080,367  

Bank of America Corp., 6.25% to 9/5/24, Series Xf,g

 

     700,000       778,376  

Bank of America Corp., 6.50% to 10/23/24, Series Za,f,g

 

     3,806,000       4,322,531  

Citigroup, Inc., 5.90% to 2/15/23f,g

 

     5,675,000       6,033,745  

Citigroup, Inc., 5.95% to 5/15/25, Series Pf,g

 

     1,500,000       1,638,158  

Citigroup, Inc., 6.125% to 11/15/20, Series Rf,g

 

     973,000       1,004,963  

Citigroup, Inc., 6.25% to 8/15/26, Series Ta,f,g

 

     4,150,000       4,719,193  

Citigroup, Inc., 5.00% to 9/12/24, Series Uf,g

 

     3,040,000       3,186,300  

Citizens Financial Group, Inc., 6.375% to 4/6/24, Series Cf,g

 

     1,200,000       1,282,824  

CoBank ACB, 6.25% to 10/1/22, Series Fa,f,g

 

      52,500       5,538,750  

CoBank ACB, 6.25% to 10/1/26, Series Ia,f,g

 

     2,866,000       3,166,930  

Farm Credit Bank of Texas, 6.75% to 9/15/23, 144Aa,c,f,g

 

      35,300       3,794,750  

Farm Credit Bank of Texas, 10.00%, Series 1a,g

 

      2,000       2,067,500  

Goldman Sachs Group, Inc./The, 5.30% to 11/10/26, Series Of,g

 

     1,645,000       1,769,855  

Goldman Sachs Group, Inc./The, 5.50% to 8/10/24, Series Qf,g

 

     1,690,000       1,810,412  

 

See accompanying notes to financial statements.

 

27


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

           Principal
Amount
    Value  

Goldman Sachs Group, Inc./The, 4.95% to 2/10/25, Series Rf,g

 

   $ 1,128,000     $ 1,170,723  

JPMorgan Chase & Co., 5.406% (3 Month US LIBOR + 3.47%), Series I (FRN)g,h

 

     2,034,000       2,055,398  

JPMorgan Chase & Co., 6.75% to 2/1/24, Series Sa,f,g

 

     2,790,000       3,152,602  

JPMorgan Chase & Co., 6.10% to 10/1/24, Series Xf,g

 

     500,000       546,008  

Truist Financial Corp., 5.125% to 12/15/27, Series Mf,g

 

     500,000       514,450  

Truist Financial Corp., 4.80% to 9/01/24, Series Nf,g

 

     1,810,000       1,871,087  

Wells Fargo & Co., 5.664% (3 Month US LIBOR + 3.77%), Series K (FRN)g,h

 

     2,419,000       2,452,261  

Wells Fargo & Co., 5.875% to 6/15/25, Series Ua,f,g

 

     3,391,000       3,775,387  

Wells Fargo Capital X, 5.95%, due 12/1/36, (TruPS)

 

     2,830,000       3,451,522  
      

 

 

 
         69,875,603  
      

 

 

 

COMMUNICATIONS—TOWERS

    0.4%       

Crown Castle International Corp., 6.875%, due 8/1/20, Series A (Convertible)a

 

      7,400       9,493,432  
      

 

 

 

ELECTRIC

    0.3%       

CenterPoint Energy, Inc., 6.125% to 9/1/23, Series Af,g

 

     1,960,000       2,074,101  

Dominion Energy, Inc., 4.65% to 12/15/24, Series Bf,g

 

     2,545,000       2,599,514  

Duke Energy Corp., 4.875% to 9/16/24f,g

 

     3,580,000       3,759,627  
      

 

 

 
         8,433,242  
      

 

 

 

FOOD

    0.2%       

Dairy Farmers of America, Inc., 7.875%, 144Ac,g,k

 

      60,000       5,963,880  
      

 

 

 

INDUSTRIALS—DIVERSIFIED MANUFACTURING

    0.2%       

General Electric Co., 5.00% to 1/21/21, Series Df,g

 

     6,312,000       6,191,946  
      

 

 

 

INSURANCE

    1.3%       

LIFE/HEALTH INSURANCE

    0.9%       

MetLife Capital Trust IV, 7.875%, due 12/15/37, 144A (TruPS)a,c

 

     4,500,000       6,014,678  

MetLife, Inc., 5.25% to 6/15/20, Series Ca,f,g

 

     3,200,000       3,247,216  

MetLife, Inc., 5.875% to 3/15/28, Series Df,g

 

     2,530,000       2,818,648  

MetLife, Inc., 9.25%, due 4/8/38, 144Aa,c

 

     6,500,000       9,581,617  

Voya Financial, Inc., 5.65% to 5/15/23, due 5/15/53f

 

     500,000       532,365  

Voya Financial, Inc., 6.125% to 9/15/23, Series Af,g

 

     1,560,000       1,678,115  
      

 

 

 
         23,872,639  
      

 

 

 

 

See accompanying notes to financial statements.

 

28


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

           Principal
Amount
    Value  

MULTI-LINE

    0.1%       

American International Group, Inc., 8.175% to 5/15/38, due 5/15/68f

 

   $ 925,000     $ 1,259,406  
      

 

 

 

PROPERTY CASUALTY

    0.2%       

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

 

     3,200,000       3,588,864  

Liberty Mutual Group, Inc., 7.80%, due 3/7/87, 144Ac

 

     1,680,000       2,220,280  
      

 

 

 
         5,809,144  
      

 

 

 

REINSURANCE

    0.1%       

AXIS Specialty Finance LLC, 4.90%, due 1/15/40e

 

     1,760,000       1,784,763  
      

 

 

 

TOTAL INSURANCE

 

       32,725,952  
      

 

 

 

INTEGRATED TELECOMMUNICATIONS SERVICES

    0.3%       

Centaur Funding Corp., 9.08%, due 4/21/20, 144Aa,c

 

      7,989       8,153,773  
      

 

 

 

UTILITIES

    0.2%       

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

 

     3,870,000       4,286,722  
      

 

 

 

TOTAL UNITED STATES

 

       145,124,550  
      

 

 

 

TOTAL PREFERRED SECURITIES—CAPITAL SECURITIES (Identified cost—$306,962,051)

 

       343,130,295  
      

 

 

 

CORPORATE BONDS

    0.1%       

FINANCIAL—DIVERSIFIED FINANCIAL SERVICES

      

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

 

     1,800,000       1,919,796  
      

 

 

 

(Identified cost—$1,884,896)

 

       1,919,796  
      

 

 

 
           Shares        

SHORT-TERM INVESTMENTS

    2.2%       

MONEY MARKET FUNDS

      

State Street Institutional Treasury Money Market Fund, Premier Class, 1.52%l

 

     56,923,148       56,923,148  
      

 

 

 

TOTAL SHORT-TERM INVESTMENTS
(Identified cost—$56,923,148)

 

       56,923,148  
      

 

 

 

TOTAL INVESTMENTS IN SECURITIES
(Identified cost—$2,573,479,837)

    132.7%          3,440,485,914  

WRITTEN OPTION CONTRACTS

    (0.0)            (54,852

LIABILITIES IN EXCESS OF OTHER ASSETS

    (32.7)            (846,810,523
 

 

 

      

 

 

 

NET ASSETS (Equivalent to $27.73 per share based on 93,522,809 shares of common stock outstanding)

    100.0%        $ 2,593,620,539  
 

 

 

      

 

 

 

 

See accompanying notes to financial statements.

 

29


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

Exchange-Traded Option Contracts

Written Options

 

             
Description     Exercise
Price
    Expiration
Date
    Number of
Contracts
    Notional
Amountm
    Premiums
Received
    Value  

Call—American Water Works Co, Inc.

 

    $125.00       01/17/20       (653)       $(8,022,105     $(86,822     $(54,852

 

 

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Centrally Cleared Interest Rate Swap Contracts

 

                 

Notional

Amount

  Fixed Rate
Payablen
 

Fixed

Payment
Frequency

    Floating
Rate
Receivablen
(resets monthly)
    Floating
Payment
Frequency
    Maturity
Date
    Upfront
Payments
(Receipts)
   

Unrealized

Appreciation
(Depreciation)

    Value  

$212,500,000

  1.46%     Monthly       1 Month LIBOR       Monthly       12/28/23       $ —       $645,414       $645,414  

 

 

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The total amount of all interest rate swap contracts as presented in the table above are representative of the volume of activity for this derivative type during the period September 13, 2019 through December 31, 2019, which was the period the Fund had interest rate swap contracts outstanding.

Glossary of Portfolio Abbreviations

 

 

EMTN

  Euro Medium Term Note

FRN

  Floating Rate Note

HKD

  Hong Kong Dollar

LIBOR

  London Interbank Offered Rate

MLP

  Master Limited Partnership

REIT

  Real Estate Investment Trust

TruPS

  Trust Preferred Securities

USD

  United States Dollar

 

See accompanying notes to financial statements.

 

30


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

 

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

 

Represents shares.

a 

All or a portion of the security is pledged as collateral in connection with the Fund’s credit agreement. $1,749,409,041 in aggregate has been pledged as collateral.

b 

Non-income producing security.

c 

Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may only be resold to qualified institutional buyers. Aggregate holdings amounted to $200,703,369 which represents 7.7% of the net assets of the Fund, of which 0.2% are illiquid.

d 

A portion of the security has been rehypothecated in connection with the Fund’s credit agreement. $788,521,404 in aggregate has been rehypothecated.

e 

Restricted and illiquid security. Aggregate holdings equal 0.5% of the net assets of the Fund. The security was acquired on November 14, 2019 at a cost of $9,642,308 ($20.70 per share). Security value is determined based on significant unobservable inputs (Level 3).

f 

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

g 

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

h 

Variable rate. Rate shown is in effect at December 31, 2019.

i 

Securities exempt from registration under Regulation S of the Securities Act of 1933. These securities are subject to resale restrictions. Aggregate holdings amounted to $40,177,378 which represents 1.5% of the net assets of the Fund, of which 0.0% are illiquid.

j 

Contingent Capital security (CoCo). CoCos are debt or preferred securities with loss absorption characteristics built into the terms of the security for the benefit of the issuer. Aggregate holdings amounted to $101,095,776 which represents 3.9% of the net assets of the Fund. (2.9% of the managed assets of the Fund).

k 

Security value is determined based on significant unobservable inputs (Level 3).

l

Rate quoted represents the annualized seven-day yield.

m 

Amount represents number of contracts multiplied by notional contract size multiplied by the underlying price.

n 

Represents a forward-starting interest rate swap contract with interest receipts and payments commencing on December 28, 2020 (effective date).

 

See accompanying notes to financial statements.

 

31


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2019

 

Sector Summary

   % of Managed
Assets
 

Electric

     32.1  

Pipelines

     12.5  

Communications

     10.5  

Railways

     8.4  

Banks

     7.6  

Airports

     6.4  

Toll Roads

     6.2  

Water

     3.7  

Gas Distribution

     2.9  

Insurance

     2.1  

Real Estate

     1.9  

Utilities

     0.9  

Financial

     0.5  

Industrials

     0.5  

Integrated Telecommunications Services

     0.5  

Marine Ports

     0.5  

Other

     2.8  
  

 

 

 
     100.0  
  

 

 

 

 

See accompanying notes to financial statements.

 

32


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2019

 

ASSETS:

 

Investments in securities, at valuea (Identified cost—$2,573,479,837)

   $ 3,440,485,914  

Cash

     573,250  

Cash collateral pledged for interest rate swap contracts

     3,281,315  

Foreign currency, at value (Identified cost—$69,851)

     70,620  

Receivable for:

  

Dividends and interest

     11,905,493  

Investment securities sold

     1,606,455  

Variation margin on interest rate swap contracts

     65,991  

Other assets

     24,586  
  

 

 

 

Total Assets

     3,458,013,624  
  

 

 

 

LIABILITIES:

  

Written option contracts, at value (Premiums received—$86,822)

     54,852  

Payable for:

  

Credit agreement

     850,000,000  

Investment securities purchased

     6,147,075  

Foreign capital gains tax

     2,635,987  

Investment management fees

     2,335,517  

Interest expense

     2,157,819  

Administration fees

     164,860  

Directors’ fees

     1,157  

Other liabilities

     895,818  
  

 

 

 

Total Liabilities

     864,393,085  
  

 

 

 

NET ASSETS

   $ 2,593,620,539  
  

 

 

 

NET ASSETS consist of:

  

Paid-in capital

   $ 1,681,302,490  

Total distributable earnings/(accumulated loss)

     912,318,049  
  

 

 

 
   $ 2,593,620,539  
  

 

 

 

NET ASSET VALUE PER SHARE:

  

($2,593,620,539 ÷ 93,522,809 shares outstanding)

   $ 27.73  
  

 

 

 

MARKET PRICE PER SHARE

   $ 26.20  
  

 

 

 

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

     (5.52 )% 
  

 

 

 

 

 

a 

Includes $1,749,409,041 pledged as collateral, of which $788,521,404 has been rehypothecated, in connection with the Fund’s credit agreement, as described in Note 8.

 

See accompanying notes to financial statements.

 

33


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2019

 

Investment Income:

  

Dividend income (net of $4,574,533 of foreign withholding tax)

   $ 87,904,006  

Interest income

     16,064,990  

Rehypothecation income

     180,882  
  

 

 

 

Total Investment Income

     104,149,878  
  

 

 

 

Expenses:

  

Investment management fees

     26,140,642  

Interest expense

     25,372,761  

Administration fees

     2,121,202  

Reports to shareholders

     782,668  

Custodian fees and expenses

     358,466  

Reorganization expenses

     303,807  

Professional fees

     136,164  

Directors’ fees and expenses

     102,346  

Transfer agent fees and expenses

     21,355  

Miscellaneous

     224,874  
  

 

 

 

Total Expenses

     55,564,285  
  

 

 

 

Net Investment Income (Loss)

     48,585,593  
  

 

 

 

Net Realized and Unrealized Gain (Loss):

  

Net realized gain (loss) on:

  

Investments in securities

     149,246,383  

Written option contracts

     619,665  

Foreign currency transactions

     (93,516

Interest rate swap contracts

     9,677  
  

 

 

 

Net realized gain (loss)

     149,782,209  
  

 

 

 

Net change in unrealized appreciation (depreciation) on:

  

Investments in securities (net of $1,162,179 of foreign capital gains tax)

     442,022,262  

Written option contracts

     31,970  

Foreign currency translations

     45,594  

Interest rate swap contracts

     645,414  
  

 

 

 

Net change in unrealized appreciation (depreciation)

     442,745,240  
  

 

 

 

Net Realized and Unrealized Gain (Loss)

     592,527,449  
  

 

 

 

Net Increase (Decrease) in Net Assets Resulting from Operations

   $ 641,113,042  
  

 

 

 

 

See accompanying notes to financial statements.

 

34


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

STATEMENT OF CHANGES IN NET ASSETS

 

 
     For the
Year Ended
December 31, 2019
       For the
Year Ended
December 31, 2018
 

Change in Net Assets:

       

From Operations:

       

Net investment income (loss)

   $ 48,585,593        $ 44,708,557  

Net realized gain (loss)

     149,782,209          20,521,123  

Net change in unrealized appreciation (depreciation)

     442,745,240          (188,781,458
  

 

 

      

 

 

 

Net increase (decrease) in net assets resulting from operations

     641,113,042          (123,551,778
  

 

 

      

 

 

 

Distributions to Shareholders

     (158,708,400        (170,639,587

Capital Stock Transactions:

       

Issued as reinvestment of dividends and distributions (See Note 6)

     1,186,428           

Issued in connection with tax-free reorganization (See Note 7)

     226,180,064           
  

 

 

      

 

 

 

Total increase (decrease) in net assets from Fund share transactions

     227,366,492           
  

 

 

      

 

 

 

Total increase (decrease) in net assets

     709,771,134          (294,191,365

Net Assets:

       

Beginning of year

     1,883,849,405          2,178,040,770  
  

 

 

      

 

 

 

End of year

   $ 2,593,620,539        $ 1,883,849,405  
  

 

 

      

 

 

 

 

See accompanying notes to financial statements.

 

35


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2019

 

Increase (Decrease) in Cash:

 

Cash Flows from Operating Activities:

 

Net increase (decrease) in net assets resulting from operations

   $ 641,113,042  

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

 

Purchases of long-term investments

     (1,264,306,770

Proceeds from sales and maturities of long-term investments

     1,392,527,750  

Net purchases, sales and maturities of short-term investments

     (16,809,401

Net amortization of premium on investments in securities

     581,329  

Net increase in dividends and interest receivable and other assets

     (2,325,939

Net increase in receivable for variation margin on interest rate swap contracts

     (65,991

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

     2,416,509  

Increase in premiums received from written option contracts

     86,822  

Net change in unrealized appreciation on written option contracts

     (31,970

Net change in unrealized appreciation on investments in securities (net of $1,162,179 of foreign capital gains tax)

     (442,022,262

Net realized gain on investments in securities

     (149,246,383
  

 

 

 

Cash provided by operating activities

     161,916,736  

Cash Flows from Financing Activities:

 

Dividends and distributions paid

     (169,996,214

Cash acquired in connection with tax-free reorganization

     10,817,204  
  

 

 

 

Cash used in financing activities

     (159,179,010
  

 

 

 

Increase (decrease) in cash and restricted cash

     2,737,726  

Cash and restricted cash at beginning of year (including foreign currency)

     1,187,459  
  

 

 

 

Cash and restricted cash at end of year (including foreign currency)

   $ 3,925,185  
  

 

 

 

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

During the year ended December 31, 2019, interest paid was $23,497,386.

During the year ended December 31, 2019, reinvestment of dividends and distributions was $1,186,428

During the year ended December 31, 2019, as part of an exchange offer from one of the Fund’s investments, the Fund received shares of a new security valued at $2,000,000.

After the close of business on December 20, 2019, net assets of $226,180,064 were acquired in connection with the tax-free reorganization (see Note 7), including $10,817,204 in cash, $764,255 in other assets and $316,684 of assumed liabilities.

 

See accompanying notes to financial statements.

 

36


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

STATEMENT OF CASH FLOWS—(Continued)

For the Year Ended December 31, 2019

 

The following table provides a reconciliation of cash and restricted cash reported within the Statement of Assets and Liabilities that sums to the total of such amounts shown on the Statement of Cash Flows.

 

Cash

   $ 573,250  

Restricted cash

     3,281,315  

Foreign currency

     70,620  
  

 

 

 

Total cash and restricted cash shown on the Statement of Cash Flows

   $ 3,925,185  
  

 

 

 

Restricted cash consists of cash that has been pledged to cover the Fund’s collateral or margin obligations under derivative contracts. It is reported on the Statement of Assets and Liabilities as cash collateral pledged for interest rate swap contracts.

 

See accompanying notes to financial statements.

 

37


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

FINANCIAL HIGHLIGHTS

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

 

                                                                     
     For the Year Ended December 31,  

Per Share Operating Data:

   2019      2018      2017      2016      2015  

Net asset value, beginning of year

     $22.08        $25.53        $22.00        $22.22        $25.79  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (loss) from investment operations:

              

Net investment income (loss)a

     0.57        0.52        0.67        0.69        0.68  

Net realized and unrealized gain (loss)

     6.94        (1.97      4.63        1.12        (2.66
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     7.51        (1.45      5.30        1.81        (1.98
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less dividends and distributions to shareholders from:

              

Net investment income

     (0.58      (0.53      (1.03      (0.62      (0.72

Net realized gain

     (1.28      (1.47      (0.74      (1.41      (0.88
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total dividends and distributions to shareholders

     (1.86      (2.00      (1.77      (2.03      (1.60
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Anti-dilutive effect from the repurchase of shares

                                 0.01  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net increase (decrease) in net asset value

     5.65        (3.45      3.53        (0.22      (3.57
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net asset value, end of year

     $27.73        $22.08        $25.53        $22.00        $22.22  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Market value, end of year

     $26.20        $19.76        $24.00        $19.36        $19.08  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
                                              

Total net asset value returnb

     35.09      -5.34      25.33      9.22      -6.85
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total market value returnb

     42.63      -9.89      33.89      11.93      -9.21
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
                                              

 

See accompanying notes to financial statements.

 

38


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

FINANCIAL HIGHLIGHTS—(Continued)

 

                                                                     
     For the Year Ended December 31,  

Ratios/Supplemental Data:

   2019      2018      2017      2016      2015  

Net assets, end of year (in millions)

     $2,593.6        $1,883.8        $2,178.0        $1,876.7        $1,895.5  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Ratios to average daily net assets:

              

Expenses

     2.50      2.44      2.17      2.19      2.11
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Expenses (excluding interest expense)

     1.36      1.39      1.35      1.36      1.35
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net investment income (loss)

     2.18      2.18      2.73      2.97      2.73
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Ratio of expenses to average daily managed assetsc

     1.81      1.73      1.54      1.53      1.50
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Portfolio turnover rate

     41      37      46      51      58
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Credit Agreement

                                  

Asset coverage ratio for credit agreement

     405      322      356      321      323
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Asset coverage per $1,000 for credit agreement

     $4,051        $3,216        $3,562        $3,208        $3,230  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

a 

Calculation based on average shares outstanding.

b 

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

c 

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

 

See accompanying notes to financial statements.

 

39


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS

Note 1. Organization and Significant Accounting Policies

Cohen & Steers Infrastructure Fund, Inc. (the Fund) was incorporated under the laws of the State of Maryland on January 8, 2004 and is registered under the Investment Company Act of 1940 (the 1940 Act) as a diversified, closed-end management investment company. The Fund’s investment objective is total return with emphasis on income.

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

Portfolio Valuation: Investments in securities that are listed on the New York Stock Exchange (NYSE) are valued, except as indicated below, at the last sale price reflected at the close of the NYSE on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the closing bid and ask prices on such day or, if no ask price is available, at the bid price. Centrally cleared interest rate swaps are valued at the price determined by the relevant exchange or clearinghouse. 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. Over-the-counter (OTC) options are valued based upon prices provided by a third-party pricing service or counterparty.

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

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

Fixed-income securities are valued on the basis of prices provided by a third-party pricing service or third-party broker-dealers when such prices are believed by the investment manager, pursuant to delegation by the Board of Directors, to reflect the fair value of such securities. The pricing services or broker-dealers use multiple valuation techniques to determine fair value. In instances where sufficient

 

40


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

market activity exists, the pricing services or broker-dealers may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services or broker-dealers also utilize proprietary valuation models which may consider market transactions in comparable securities and the various relationships between securities in determining fair value and/or characteristics such as benchmark yield curves, option-adjusted spreads, credit spreads, estimated default rates, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features which are then used to calculate the fair values.

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

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

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

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

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

Fair value is defined as the price that the Fund would expect to receive upon the sale of an investment or expect to pay to transfer a liability in an orderly transaction with an independent buyer in the principal market or, in the absence of a principal market, the most advantageous market for the

 

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COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

investment or liability. The hierarchy of inputs that are used in determining the fair value of the Fund’s investments is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

 

   

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

   

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

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

The following is a summary of the inputs used as of December 31, 2019 in valuing the Fund’s investments carried at value:

 

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

Common Stock:

           

Thailand

   $ 54,586,129      $      $ 54,586,129      $  

United States

     1,755,345,054        1,743,215,310               12,129,744 a 

Other Countries

     1,071,078,013        1,071,078,013                

Preferred Securities—$25 Par Value:

           

United States

     146,369,847        141,639,572        4,730,275         

Other Countries

     11,133,632        11,133,632                

Preferred Securities—Capital Securities:

           

United States

     145,124,550               139,160,670        5,963,880 b 

Other Countries

     198,005,745               198,005,745         

Corporate Bonds

     1,919,796               1,919,796         

Short-Term Investments

     56,923,148               56,923,148         
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securitiesc

   $ 3,440,485,914      $ 2,967,066,527      $ 455,325,763      $ 18,093,624
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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NOTES TO FINANCIAL STATEMENTS—(Continued)

 

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

Interest Rate Swaps

   $ 645,414      $      $ 645,414      $  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Derivative Assetsc

   $ 645,414      $      $ 645,414      $  
  

 

 

    

 

 

    

 

 

    

 

 

 

Written Option Contracts

   $ (54,852    $ (54,852    $      $  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Derivative Liabilitiesc

   $ (54,852    $ (54,852    $      $         —  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

a 

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

b 

Level 3 investments are valued by a third-party pricing service. The inputs for these securities are not readily available or cannot be reasonably estimated. A change in the significant unobservable inputs could result in a significantly lower or higher value in such Level 3 investments.

c 

Portfolio holdings are disclosed individually on the Schedule of Investments.

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

 

     Total Investments
in Securities
 

Balance as of December 31, 2018

   $ 5,985,000  

Purchases

     9,642,308  

Change in unrealized appreciation (depreciation)

     2,466,316  
  

 

 

 

Balance as of December 31, 2019

   $ 18,093,624  
  

 

 

 

The change in unrealized appreciation (depreciation) attributable to securities owned on December 31, 2019 which were valued using significant unobservable inputs (Level 3) amounted to $2,466,316.

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

 

    Fair Value at
December 31,

2019
    Valuation
Technique
    Unobservable
Inputs
    Input
Value
 

Common Stock—United States

  $ 12,129,744      
Market Price
Less Discount

 
   
Liquidity
Discount

 
    1.97

 

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NOTES TO FINANCIAL STATEMENTS—(Continued)

 

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

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

Options: The Fund may purchase and write exchange-listed and OTC put or call options on securities, stock indices and other financial instruments for hedging purposes, to enhance portfolio returns and/or reduce overall volatility.

When the Fund writes (sells) an option, an amount equal to the premium received by the Fund is recorded on the Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written. When an option expires, the Fund realizes a gain on the option to the extent of the premium received. Premiums received from writing options which are exercised or closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. If a put option on a security is exercised, the premium reduces the cost basis of the security purchased by the Fund. If a call option is exercised, the premium is added to the proceeds of the security sold to determine the realized gain or loss. The Fund, as writer of an option, bears the market risk of an unfavorable change in the price of the underlying investment. Other risks include the possibility of an illiquid options market or the inability of the counterparties to fulfill their obligations under the contracts.

Put and call options purchased are accounted for in the same manner as portfolio securities. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the underlying investment transaction to determine the realized gain or loss when the underlying transaction is executed. The risk associated with purchasing an option is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract.

Foreign Currency Translation: The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollars based upon prevailing exchange rates on the respective dates of such transactions. The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign

 

44


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

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

Centrally Cleared Interest Rate Swap Contracts: The Fund uses interest rate swaps in connection with borrowing under its revolving credit agreement. The interest rate swaps are intended to reduce interest rate risk by countering the effect that an increase in short-term interest rates could have on the performance of the Fund’s shares as a result of the floating rate structure of interest owed pursuant to the revolving credit agreement. When entering into interest rate swaps, the Fund agrees to pay the other party to the interest rate swap (which is known as the counterparty) a fixed rate payment in exchange for the counterparty’s agreement to pay the Fund a variable rate payment that was intended to approximate the Fund’s variable rate payment obligation on the revolving credit agreement. The payment obligation is based on the notional amount of the swap. Depending on the state of interest rates in general, the use of interest rate swaps could enhance or harm the overall performance of the Fund. Swaps are marked-to-market daily and changes in the value are recorded as unrealized appreciation (depreciation).

Immediately following execution of the swap agreement, the swap agreement is novated to a central counterparty (the CCP) and the Fund’s counterparty on the swap agreement becomes the CCP. The Fund is required to interface with the CCP through a broker. Upon entering into a centrally cleared swap, the Fund is required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on the size and risk profile of the particular swap. Securities deposited as initial margin are designated on the Schedule of Investments and cash deposited is recorded on the Statement of Assets and Liabilities as cash collateral pledged for interest rate swap contracts. The daily change in valuation of centrally cleared swaps is recorded as a receivable or payable for variation margin in the Statement of Assets and Liabilities. Payments received from or paid to the counterparty, including at termination, are recorded as realized gain (loss) in the Statement of Operations.

Swap agreements involve, to varying degrees, elements of market and counterparty risk, and exposure to loss in excess of the related amounts reflected on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of contractual terms in the agreements and that there may be unfavorable changes in interest rates.

Dividends and Distributions to Shareholders: Dividends from net investment income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from GAAP. Dividends from net investment income, if any, are typically declared quarterly and

 

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COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

paid monthly. Net realized capital gains, unless offset by any available capital loss carryforward, are typically distributed to shareholders at least annually. Dividends and distributions to shareholders are recorded on the ex-dividend date and are automatically reinvested in full and fractional shares of the Fund in accordance with the Fund’s Reinvestment Plan, unless the shareholder has elected to have them paid in cash.

The Fund has a managed distribution policy in accordance with exemptive relief issued by the U.S. Securities and Exchange Commission (SEC). The Plan gives the Fund greater flexibility to realize long-term capital gains throughout the year and to distribute those gains on a more regular basis to shareholders. Therefore, regular monthly distributions throughout the year may include a portion of estimated realized long-term capital gains, along with net investment income, short-term capital gains and return of capital, which is not taxable. In accordance with the Plan, the Fund is required to adhere to certain conditions in order to distribute long-term capital gains during the year. For the year ended December 31, 2019 the Fund paid distributions from net investment income and net realized gain.

Distributions Subsequent to December 31, 2019: The following distributions have been declared by the Fund’s Board of Directors and are payable subsequent to the period end of this report.

 

Ex-Date

 

Record Date

  Payable Date  

Amount

1/14/20  

1/15/20

  1/31/20   $0.155
2/11/20  

2/12/20

  2/28/20   $0.155
3/17/20  

3/18/20

  3/31/20   $0.155

Income Taxes: It is the policy of the Fund to continue to qualify as a regulated investment company (RIC), if such qualification is in the best interest of the shareholders, by complying with the requirements of Subchapter M of the Internal Revenue Code applicable to RICs, and by distributing substantially all of its taxable earnings to its shareholders. Also, in order to avoid the payment of any federal excise taxes, the Fund will distribute substantially all of its net investment income and net realized gains on a calendar year basis. Accordingly, no provision for federal income or excise tax is necessary. Dividend and interest income from holdings in non-U.S. securities is recorded net of non-U.S. taxes paid. Security and foreign currency transactions and any gains realized by the Fund on the sale of securities in certain non-U.S. markets are subject to non-U.S. taxes. The Fund records a liability based on any unrealized gains on securities held in these markets in order to estimate the potential non-U.S. taxes due upon the sale of these securities. Management has analyzed the Fund’s tax positions taken on federal and applicable state income tax returns as well as its tax positions in non-U.S. jurisdictions in which it trades for all open tax years and has concluded that as of December 31, 2019, no additional provisions for income tax are required in the Fund’s financial statements. The Fund’s tax positions for the tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service, state departments of revenue and by foreign tax authorities.

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

Investment Management Fees: Cohen & Steers Capital Management, Inc. serves as the Fund’s investment manager pursuant to an investment management agreement (the investment management

 

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COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

agreement). Under the terms of the investment management agreement, the investment manager provides the Fund with day-to-day investment decisions and generally manages the Fund’s investments in accordance with the stated policies of the Fund, subject to the supervision of the Board of Directors.

For the services provided to the Fund, the investment manager receives a fee, accrued daily and paid monthly, at the annual rate of 0.85% of the average daily managed assets of the Fund. Managed assets are equal to the net assets plus the amount of any borrowings, used for leverage, outstanding.

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

Administration Fees: The Fund has entered into an administration agreement with the investment manager under which the investment manager performs certain administrative functions for the Fund and receives a fee, accrued daily and paid monthly, at the annual rate of 0.06% of the average daily managed assets of the Fund. For the year ended December 31, 2019, the Fund incurred $1,845,222 in fees under this administration agreement. Additionally, the Fund pays State Street Bank and Trust Company as co-administrator under a fund accounting and administration agreement.

Directors’ and Officers’ Fees: Certain directors and officers of the Fund are also directors, officers and/or employees of the investment manager. The Fund does not pay compensation to directors and officers affiliated with the investment manager except for the Chief Compliance Officer, who received compensation from the investment manager, which was reimbursed by the Fund, in the amount of $29,463 for the year ended December 31, 2019.

Note 3. Purchases and Sales of Securities

Purchases and sales of securities, excluding short-term investments, for the year ended December 31, 2019, totaled $1,262,484,880 and $1,362,626,833, respectively.

Note 4. Derivative Investments

The following tables present the value of derivatives held at December 31, 2019 and the effect of derivatives held during the year ended December 31, 2019, along with the respective location in the financial statements.

 

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COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Statement of Assets and Liabilities

 

    

Assets

   

Liabilities

 

Derivatives

  

Location

  Fair Value    

Location

   Fair Value  

Interest Rate Risk:

         

Interest Rate Swap Contractsa

  

Receivable for variation margin on interest rate swap contracts

  $ 645,414 b       $         —  

Equity Risk:

         

Written Option Contractsa

               —     Written option contracts      54,852  

 

a 

Not subject to a master netting arrangement or another similar agreement.

b 

Amount represents the cumulative appreciation on interest rate swap contracts as reported on the Schedule of Investments. The Statement of Assets and Liabilities only reflects the current day variation margin receivable from the broker.

Statement of Operations

 

Derivatives

  

Location

  Realized
Gain (Loss)
    Change in
Unrealized
Appreciation
(Depreciation)
 

Interest Rate Risk:

      

Interest Rate Swap Contracts

   Net Realized and Unrealized Gain (Loss)   $ 9,677     $ 645,414  

Equity Risk:

      

Purchased Options Contractsa

   Net Realized and Unrealized Gain (Loss)   $ 150,092     $  

Written Option Contracts

   Net Realized and Unrealized Gain (Loss)     619,665       31,970  

 

a 

Purchased options are included in net realized gain (loss) and change in unrealized appreciation (depreciation) on investments in securities.

The following summarizes the volume of the Fund’s option contracts activity for the year ended December 31, 2019:

 

     Purchased Option
Contracts
       Written Option
Contracts
 

Average Notional Amounta,b

   $ 7,762,080        $ 22,189,491  

 

a 

Average notional amounts represent the average for all months in which the Fund had option contracts outstanding at month end. For the period, this represents two months for purchased option contracts and six months for written option contracts.

b 

Notional amount is calculated using the number of contracts multiplied by notional contract size multiplied by the underlying price.

 

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COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Note 5. Income Tax Information

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

 

     For the Year Ended
December 31,
 
     2019        2018  

Ordinary income

   $ 63,525,904        $ 45,489,953  

Long-term capital gain

     95,182,496          125,149,634  
  

 

 

      

 

 

 

Total dividends and distributions

   $ 158,708,400        $ 170,639,587  
  

 

 

      

 

 

 

As of December 31, 2019, the tax-basis components of accumulated earnings, the federal tax cost and net unrealized appreciation (depreciation) in value of investments held were as follows:

 

Cost of investments in securities for federal income tax purposes

   $ 2,573,505,746  
  

 

 

 

Gross unrealized appreciation on investments

   $ 904,303,592  

Gross unrealized depreciation on investments

     (39,242,095
  

 

 

 

Net unrealized appreciation (depreciation) on investments

   $ 865,061,497  
  

 

 

 

Undistributed long-term capital gains

   $ 60,982,451  
  

 

 

 

The Fund incurred short-term capital losses of $14,016,411 after October 31, 2019 that it has elected to defer to the following year.

As of December 31, 2019, the Fund had temporary book/tax differences primarily attributable to wash sales on portfolio securities, passive foreign investment companies, certain fixed income securities and partnership investments and permanent book/tax differences primarily attributable to certain fixed income securities and merger related items. To reflect reclassifications arising from the permanent differences, paid-in capital was credited $335,739, and total distributable earnings/(accumulated loss) was charged $335,739. Net assets were not affected by this reclassification.

Note 6. Capital Stock

The Fund is authorized to issue 300 million shares of common stock at a par value of $0.001 per share.

During the year ended December 31, 2019, the Fund issued 44,191 shares of common stock at $1,186,428 for the reinvestment of dividends. During the year ended December 31, 2018, the Fund did not issue shares of common stock for the reinvestment of dividends.

The Board of Directors approved the continuation of the delegation of its authority to management to effect repurchases, pursuant to management’s discretion and subject to market conditions and

 

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COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

investment considerations, of up to 10% of the Fund’s common shares outstanding (Share Repurchase Program) as of January 1, 2020, through the fiscal year ended December 31, 2020.

During the years ended December 31, 2019 and December 31, 2018, the Fund did not effect any repurchases.

Note 7. Reorganization

On June 11, 2019, the Boards of Directors of Cohen & Steers Global Income Builder, Inc. (INB) and the Fund approved the reorganization of INB with and into the Fund, pursuant to which the Fund would continue as the surviving fund (the Reorganization). The investment advisor believes the Reorganization benefits shareholders of the Fund by reducing annual operating expense ratios, enhancing market liquidity and providing portfolio management and operational efficiencies. The transaction was structured as a tax-free reorganization under the Internal Revenue Code. On December 6, 2019, INB’s stockholders approved the Reorganization.

After the close of business on December 20, 2019, the Fund acquired substantially all of the assets and liabilities of INB in exchange for shares of common stock of the Fund, which were distributed to INB’s shareholders. The investment portfolio of INB, with a fair value of $214,914,884 and identified cost of $190,813,478 as of the date of the reorganization, was the principal asset acquired by the Fund. The acquisition was accomplished by a tax-free exchange of 23,142,068 shares of INB, valued at $226,180,064 (including $129 paid in cash in lieu of fractional shares totaling 5 shares of the Fund) for 8,158,824 shares of the Fund. The net assets of INB and the Fund immediately before the acquisition were $226,180,064 (including $24,101,941 of net unrealized appreciation) and $2,366,482,855, respectively. The combined net assets of the Fund immediately following the acquisition were $2,592,662,919. For financial reporting purposes, assets received and shares issued by the Fund were recorded at fair value; however the cost basis of the investments received from INB was carried forward to align ongoing reporting of the Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes.

Merger related expenses were approximately $338,662, of which $303,807 were borne by the Fund and $34,815 were borne by INB. Assuming the acquisition had been completed on January 1, 2019, the Fund’s pro-forma results of operations for the year ended December 31, 2019, are as follows:

 

Net investment income

   $ 50,284,786  

Net realized and unrealized gain

     636,044,134  
  

 

 

 

Net increase in net assets resulting from operations

   $ 686,328,920  
  

 

 

 

Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of changes in net assets attributable to INB that have been included in the Fund’s statement of operations.

 

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COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Note 8. Borrowings

The Fund has entered into an amended and restated credit agreement (the credit agreement) with BNP Paribas Prime Brokerage International, Ltd. (BNPP) in which the Fund pays a monthly financing charge based on a combination of LIBOR-based variable and fixed rates. The commitment amount of the credit agreement is $850,000,000. The Fund may pay a fee of 0.45% per annum on any unused portion of the credit agreement. BNPP may not change certain terms of the credit agreement except upon 360 days’ notice. Also, if the Fund violates certain conditions, the credit agreement may be terminated. The Fund is required to pledge portfolio securities as collateral in an amount up to two times the loan balance outstanding (or more depending on the terms of the credit agreement) and has granted a security interest in the securities pledged to, and in favor of, BNPP as security for the loan balance outstanding. If the Fund fails to meet certain requirements, or maintain other financial covenants required under the credit agreement, the Fund may be required to repay immediately, in part or in full, the loan balance outstanding under the credit agreement, necessitating the sale of portfolio securities at potentially inopportune times. The Fund may, upon prior written notice to BNPP, prepay all or a portion of the fixed and variable rate portions of the credit facility. The Fund may have to pay a breakage fee with respect to a prepayment of all or a portion of the fixed rate financing under the credit facility. The credit agreement also permits, subject to certain conditions, BNPP to rehypothecate portfolio securities pledged by the Fund up to the amount of the loan balance outstanding and the Fund will receive a portion of the fees earned by BNPP in connection with the rehypothecated securities. The Fund continues to receive dividends and interest on rehypothecated securities. The Fund also has the right under the credit agreement to recall the rehypothecated securities from BNPP on demand. If BNPP fails to deliver the recalled security in a timely manner, the Fund will be compensated by BNPP for any fees or losses related to the failed delivery or, in the event a recalled security will not be returned by BNPP, the Fund, upon notice to BNPP, may reduce the loan balance outstanding by the amount of the recalled security failed to be returned.

As of December 31, 2019, the Fund had outstanding borrowings of $850,000,000 at a weighted average rate of 3.2%. During the year ended December 31, 2019, the Fund borrowed an average daily balance of $850,000,000 at a weighted average borrowing cost of 3.0%.

Note 9. Other Risks

Common Stock Risk: While common stocks have historically generated higher average returns than fixed-income securities over the long-term, common stocks have also experienced significantly more volatility in those returns, although under certain market conditions, fixed-income investments may have comparable or greater price volatility. The value of common stocks and other equity securities will fluctuate in response to developments concerning the company, political and regulatory circumstances, the stock market, and the economy. In the short term, stock prices can fluctuate dramatically in response to these developments. Different parts of the market and different types of equity securities can react differently to these developments. For example, stocks of large companies can react differently than stocks of smaller companies, and value stocks (stocks of companies that are undervalued by various measures and have potential for long-term capital appreciation), can react differently from growth stocks (stocks of companies with attractive cash flow returns on invested capital and earnings that are expected to grow). These

 

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COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

developments can affect a single company, all companies within the same industry, economic sector or geographic region, or the stock market as a whole.

Infrastructure Companies Risk: Securities and instruments of infrastructure companies are more susceptible to adverse economic or regulatory occurrences affecting their industries. Infrastructure companies may be subject to a variety of factors that may adversely affect their business or operations, including high interest costs in connection with capital construction and improvement programs, high leverage, costs associated with environmental and other regulations, the effects of economic slowdown, surplus capacity, increased competition from other providers of services, uncertainties concerning the availability of fuel at reasonable prices, the effects of energy conservation policies and other factors. Infrastructure companies may also be affected by or subject to high interest costs in connection with capital construction and improvement programs; difficulty in raising capital in adequate amounts on reasonable terms in periods of high inflation and unsettled capital markets; inexperience with and potential losses resulting from a developing deregulatory environment; costs associated with compliance with and changes in environmental and other regulations; regulation by various government authorities; government regulation of rates charged to customers; service interruption due to environmental, operational or other mishaps; the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards; technological innovations that may render existing plants, equipment or products obsolete; and general changes in market sentiment towards infrastructure and utilities assets.

Foreign Currency and Currency Hedging Risk: Although the Fund will report its NAV and pay dividends in U.S. dollars, foreign securities often are purchased with and make any dividend and interest payments in foreign currencies. Therefore, the Fund’s investments in foreign securities will be subject to foreign currency risk, which means that the Fund’s NAV could decline as a result of changes in the exchange rates between foreign currencies and the U.S. dollar. Certain foreign countries may impose restrictions on the ability of issuers of foreign securities to make payment of principal, dividends and interest to investors located outside the country, due to blockage of foreign currency exchanges or otherwise. The Fund may, but is not required to, engage in various instruments that are designed to hedge the Fund’s foreign currency risks.

If the Fund were to utilize derivatives for the purpose of hedging foreign currency risks, it would be subject to risks different from, and possibly greater than, the risks associated with investing directly in traditional securities. Among the risks presented are counterparty risk, financial leverage risk, liquidity risk, OTC trading risk and tracking risk. 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.

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

 

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COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

issuers and their markets may be less liquid and their prices more volatile than securities of comparable U.S. issuers.

Investing in securities of companies in emerging markets may entail special risks relating to potential economic, political or social instability and the risks of expropriation, nationalization, confiscation, trade sanctions or embargoes or the imposition of restrictions on foreign investment, the lack of hedging instruments, and repatriation of capital invested. The securities and real estate markets of some emerging market countries have in the past experienced substantial market disruptions and may do so in the future.

Master Limited Partnership Risk: An investment in MLP units involves some risks that differ from an investment in the common stock of a corporation. Holders of MLP units have limited control on matters affecting the partnership. Investing in MLPs involves certain risks related to investing in the underlying assets of the MLPs and risks associated with pooled investment vehicles. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. MLPs that concentrate in a particular industry or a particular geographic region are subject to risks associated with such industry or region. The benefit derived from the Fund’s investment in MLPs is largely dependent on the MLPs being treated as partnerships for federal income tax purposes. Weakening energy market fundamentals may increase counterparty risk and impact MLP profitability. Specifically, energy companies suffering financial distress may be able to abrogate contracts with MLPs, decreasing or eliminating sources of revenue.

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

Preferred Securities Risk: Preferred securities are subject to credit risk, which is the risk that a security will decline in price, or the issuer of the security will fail to make dividend, interest or principal payments when due, because the issuer experiences a decline in its financial status. Preferred securities are also subject to interest rate risk and may decline in value because of changes in market interest rates. The Fund may be subject to a greater risk of rising interest rates than would normally be the case in an environment of historically low interest rates and the effect of potential government fiscal

 

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COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

policy initiatives and resulting market reaction to those initiatives. In addition, an issuer may be permitted to defer or omit distributions. Preferred securities are also generally subordinated to bonds and other debt instruments in a company’s capital structure. During periods of declining interest rates, an issuer may be able to exercise an option to redeem (call) its issue at par earlier than scheduled, and the Fund may be forced to reinvest in lower yielding securities. Certain preferred securities may be substantially less liquid than many other securities, such as common stocks. Generally, preferred security holders have no voting rights with respect to the issuing company unless certain events occur. Certain preferred securities may give the issuers special redemption rights allowing the securities to be redeemed prior to a specified date if certain events occur, such as changes to tax or securities laws.

Credit and Below-Investment-Grade Securities Risk: Lower-rated securities, or equivalent unrated securities, which are commonly known as “high-yield bonds” or “junk bonds,” generally involve greater volatility of price and risk of loss of income and principal, and may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. It is reasonable to expect that any adverse economic conditions could disrupt the market for lower-rated securities, have an adverse impact on the value of those securities and adversely affect the ability of the issuers of those securities to repay principal and interest on those securities.

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

In March 2017, the United Kingdom (UK) formally notified the European Council of its intention to leave the European Union (EU) and on January 31, 2020 withdrew from the EU (referred to as Brexit). Brexit has resulted in volatility in European and global markets and could have negative long-term impacts on financial markets in the UK and throughout Europe. There is considerable uncertainty about the potential consequences of Brexit, how negotiations of trade agreements will proceed, and how the financial markets will react. As this process unfolds, markets may be further disrupted. Given the size and importance of the UK’s economy, uncertainty about its legal, political and economic relationship with the remaining member states of the EU may continue to be a source of instability.

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

 

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COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Derivatives and Hedging Transactions Risk: The Fund’s use of derivatives, including for the purpose of hedging interest rate or foreign currency risks, presents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities. Among the risks presented are counterparty risk, financial leverage risk, liquidity risk, OTC trading risk and tracking risk. 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.

Options Risk: Gains on options transactions depend on the investment advisor’s ability to predict correctly the direction of stock prices, indexes, interest rates, and other economic factors, and unanticipated changes may cause poorer overall performance for the Fund than if it had not engaged in such transactions. A rise in the value of the security or index underlying a call option written by the Fund exposes the Fund to possible loss or loss of opportunity to realize appreciation in the value of any portfolio securities underlying or otherwise related to the call option. By writing a put option, the Fund assumes the risk of a decline in the underlying security or index. There can be no assurance that a liquid market will exist when the Fund seeks to close out an option position, and for certain options not traded on an exchange no market usually exists. Trading could be interrupted, for example, because of supply and demand imbalances arising from a lack of either buyers or sellers, or an options exchange could suspend trading after the price has risen or fallen more than the maximum specified by the exchange.

Although the Fund may be able to offset to some extent any adverse effects of being unable to liquidate an option position, that Fund may experience losses in some cases as a result of such inability, may not be able to close its position and, in such an event would be unable to control its losses.

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

LIBOR Risk: Many financial instruments are tied to the London Interbank Offered Rate, or “LIBOR,” to determine payment obligations, financing terms, hedging strategies, or investment value. LIBOR is the offered rate for short-term Eurodollar deposits between major international banks. In 2017, the head of the UK Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. Alternatives to LIBOR are in development in many major financial markets. For example, the U.S. Federal Reserve has begun publishing a Secured Overnight Financing Rate (SOFR), a broad measure of secured overnight U.S. Treasury repo rates, as a possible replacement for U.S. dollar LIBOR. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate (SONIA) in England, though global consensus

 

55


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

on alternative rates is lacking. There remains uncertainty and risk regarding the willingness and ability of issuers to include enhanced provisions in new and existing contracts or instruments, and the process for amending existing contracts and instruments remains unclear. As such, the transition away from LIBOR may lead to increased volatility and illiquidity in markets that are tied to LIBOR, reduced values of LIBOR-related investments, and reduced effectiveness of hedging strategies, adversely affecting the Fund’s performance or NAV. In addition, any alternative reference rate may be an ineffective substitute resulting in prolonged adverse market conditions for the Fund. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

Note 10. Other

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

Note 11. Subsequent Events

Management has evaluated events and transactions occurring after December 31, 2019 through the date that the financial statements were issued, and has determined that no additional disclosure in the financial statements is required.

 

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COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Cohen & Steers Infrastructure Fund, Inc.

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Cohen & Steers Infrastructure Fund, Inc. (the “Fund”) as of December 31, 2019, the related statements of operations and cash flows for the year ended December 31, 2019, the statement of changes in net assets for each of the two years in the period ended December 31, 2019, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2019 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2019, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2019 and the financial highlights for each of the five years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2019 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

New York, New York

February 28, 2020

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

 

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COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

AVERAGE ANNUAL TOTAL RETURNS

(Periods ended December 31, 2019) (Unaudited)

 

Based on Net Asset Value           Based on Market Value  

One Year

    Five Years     Ten Years     Since Inception
(3/30/04)
          One Year     Five Years     Ten Years     Since Inception
(3/30/04)
 
  35.09     10.27     13.41     10.97       42.63     11.83     13.74     10.25

The performance data quoted represent past performance. Past performance is no guarantee of future results. The investment return will vary and the principal value of an investment will fluctuate and shares, if sold, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Performance results reflect the effect of leverage from utilization of borrowings under a credit agreement and/or from the issuance of preferred shares. Current total returns of the Fund can be obtained by visiting our website at cohenandsteers.com. During certain periods presented above, the investment manager waived fees and/or reimbursed expenses. Without this arrangement, performance would have been lower. The Fund’s returns assume the reinvestment of all dividends and distributions at prices obtained under the Fund’s dividend reinvestment plan.

TAX INFORMATION—2019 (Unaudited)

For the calendar year ended December 31, 2019, for individual taxpayers, the Fund designates $63,525,904 as qualified dividend income eligible for reduced tax rates, long-term capital gain distributions of $95,107,372 taxable at the maximum 20% rate, long-term capital gain distributions of $75,124 taxable at 25% maximum rate and short-term capital gain distributions of $14,105,037. In addition, for corporate taxpayers, 45.92% of the ordinary dividends paid qualified for the dividends received deduction (DRD).

REINVESTMENT PLAN

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

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

The Plan Agent will receive cash from the Fund with which to buy common shares in the open market if, on the Dividend payment date, the NAV per share exceeds the market price per share plus estimated brokerage commissions on that date. The Plan Agent will receive the Dividend in newly issued common shares of the Fund if, on the Dividend payment date, the market price per share plus

 

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COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

estimated brokerage commissions equals or exceeds the NAV per share of the Fund on that date. The number of shares to be issued will be computed at a per share rate equal to the greater of (i) the NAV or (ii) 95% of the closing market price per share on the payment date.

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

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

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

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

OTHER INFORMATION

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

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

Please note that distributions paid by the Fund to shareholders are subject to recharacterization for tax purposes and are taxable up to the amount of the Fund’s investment company taxable income and net realized gains. Distributions in excess of the Fund’s investment company taxable income and net

 

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COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

realized gains are a return of capital distributed from the Fund’s assets. To the extent this occurs, the Fund’s shareholders of record will be notified of the estimated amount of capital returned to shareholders for each such distribution and this information will also be available at cohenandsteers.com. The final tax treatment of all distributions is reported to shareholders on their 1099-DIV forms, which are mailed after the close of each calendar year. Distributions of capital decrease the Fund’s total assets and, therefore, could have the effect of increasing the Fund’s expense ratio. In addition, in order to make these distributions, the Fund may have to sell portfolio securities at a less than opportune time.

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

 

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COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

MANAGEMENT OF THE FUND

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

The Board of Directors and officers of the Fund and their principal occupations during at least the past five years are set forth below.

 

Name, Address and

Year of Birth1

  

Position(s) Held

With Fund

  

Term of

Office2

  

Principal Occupation

During At Least

The Past 5 Years

(Including Other

Directorships Held)

  

Number of

Funds Within

Fund

Complex

Overseen by

Director

(Including

the Fund)

    

Length

of Time

Served3

Interested Directors4               

Robert H. Steers

1953

   Director, Chairman    Until Next Election of Directors    Chief Executive Officer of Cohen & Steers Capital Management, Inc. (CSCM or the Advisor) and its parent, Cohen & Steers, Inc. (CNS) since 2014. Prior to that, Co- Chairman and Co-Chief Executive Officer of the Advisor since 2003 and CNS since 2004. Prior to that, Chairman of the Advisor; Vice President of Cohen & Steers Securities, LLC.      20      Since 1991

Joseph M. Harvey

1963

   Director    Until Next Election of Directors    President of the Advisor (since 2003) and President of CNS (since 2004). Chief Investment Officer of CSCM from 2003 to 2019. Prior to that, Senior Vice President and Director of Investment Research of CSCM.      20      Since 2014

(table continued on next page)

 

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COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

(table continued from previous page)

 

Name, Address and

Year of Birth1

  

Position(s) Held

With Fund

  

Term of

Office2

  

Principal Occupation

During At Least

The Past 5 Years

(Including Other

Directorships Held)

  

Number of

Funds Within

Fund

Complex

Overseen by

Director

(Including

the Fund)

    

Length

of Time

Served3

Disinterested Directors            

Michael G. Clark

1965

   Director    Until Next Election of Directors    CPA and CFA; From 2006 to 2011, President and Chief Executive Officer of DWS Funds and Managing Director of Deutsche Asset Management.      20      Since 2011

George Grossman

1953

   Director    Until Next Election of Directors    Attorney-at-law.      20      Since 1993

Dean A. Junkans

1959

   Director    Until Next Election of Directors    CFA; Advisor to SigFig (a registered investment advisor) since July, 2018; Adjunct Professor and Executive–In–Residence, Bethel University Since 2015; Chief Investment Officer at Wells Fargo Private Bank from 2004 to 2014 and Chief Investment Officer of the Wealth, Brokerage and Retirement group at Wells Fargo & Company from 2011 to 2014; former Member and Chair, Claritas Advisory Committee at the CFA Institute from 2013 to 2015; Board Member and Investment Committee Member, Bethel University Foundation since 2010; formerly Corporate Executive Board Member of the National Chief Investment Officers Circle, 2010 to 2015; formerly, Member of the Board of Governors of the University of Wisconsin Foundation, River Falls, 1996 to 2004; U.S. Army Veteran, Gulf War.      20      Since 2015

(table continued on next page)

 

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COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

(table continued from previous page)

 

Name, Address and

Year of Birth1

  

Position(s) Held

With Fund

  

Term of

Office2

  

Principal Occupation

During At Least

The Past 5 Years

(Including Other

Directorships Held)

  

Number of

Funds Within

Fund

Complex

Overseen by

Director

(Including

the Fund)

  

Length

of Time

Served3

Gerald J. Maginnis

1955

   Director    Until Next Election of Directors    Philadelphia Office Managing Partner, KPMG LLP from 2006 to 2015; Partner in Charge, KPMG Pennsylvania Audit Practice from 2002 to 2008; President, Pennsylvania Institute of Certified Public Accountants (PICPA) from 2014 to 2015; Member, PICPA Board of Directors from 2012 to 2016; Member, Council of the American Institute of Certified Public Accountants (AICPA) from 2013 to 2017; Member, Board of Trustees of AICPA Foundation since 2015.    20    Since 2015

Jane F. Magpiong

1960

   Director    Until Next Election of Directors    President, Untap Potential since 2013; Senior Managing Director, TIAA-CREF, from 2011 to 2013; National Head of Wealth Management, TIAA- CREF, from 2008 to 2011; and prior to that, President, Bank of America Private Bank from 2005 to 2008.    20    Since 2015

(table continued on next page)

 

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COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

(table continued from previous page)

 

Name, Address and

Year of Birth1

  

Position(s) Held

With Fund

  

Term of

Office2

  

Principal Occupation

During At Least

The Past 5 Years

(Including Other

Directorships Held)

  

Number of

Funds Within

Fund

Complex

Overseen by

Director

(Including

the Fund)

  

Length

of Time

Served3

Daphne L. Richards

1966

   Director    Until Next Election of Directors   

Independent Director of Cartica Management, LLC since 2015; Investment Committee Member of the Berkshire Taconic Community Foundation since 2015 and Member of Advisory Board of Northeast Dutchess Fund since 2016; President and CIO of Ledge Harbor Management since 2016; formerly at Bessemer Trust Company from 1999 to 2014; prior thereto, held investment positions at Frank Russell Company from 1996 to 1999, Union Bank of Switzerland from 1993 to 1996, Credit Suisse from 1990 to 1993 and Hambros International Venture Capital Fund from 1988 to 1989.

   20    Since 2017

C. Edward Ward, Jr

1946

   Director    Until Next Election of Directors    Member of The Board of Trustees of Manhattan College, Riverdale,New York from 2004 to 2014; formerly, Director of closed-end fund management for the NYSE where he worked from 1979 to 2004.    20    Since 2004

 

 

1 

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

2 

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

3 

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

4 

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

 

64


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

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

 

Name, Address and
Year of Birth1

 

Position(s) Held
With Fund

  

Principal Occupation During At Least the Past 5 Years

 

Length
of Time
Served2

Adam M. Derechin

1964

  President and Chief Executive Officer    Chief Operating Officer of CSCM since 2003 and CNS since 2004.   Since 2005

James Giallanza

1966

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

Lisa D. Phelan

1968

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

Dana A. DeVivo

1981

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

Albert Laskaj

1977

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

Stephen Murphy

1966

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

Robert S. Becker

1969

  Vice President    Senior Vice President of CSCM since 2003.   Since 2005

Benjamin Morton

1974

  Vice President    Executive VP of CSCM since 2019. Prior to that, Senior Vice President of CSCM since 2003.   Since 2013

William F. Scapell

1968

  Vice President    Executive Vice President of CSCM since 2012. Prior to that, Senior Vice President of CSCM since 2003.   Since 2003

Yigal D. Jhirad

1964

  Vice President    Senior Vice President of CSCM since 2007.   Since 2008

 

 

1 

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

2 

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

 

65


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

Cohen & Steers Privacy Policy

 

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

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

 

• Social Security number and account balances

 

• Transaction history and account transactions

 

• Purchase history and wire transfer instructions

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

 

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

For our everyday business purposes—

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

   Yes      No

For our marketing purposes—

to offer our products and services to you

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

For our affiliates’ everyday business purposes—

information about your transactions and experiences

   No      We don’t share

For our affiliates’ everyday business purposes—

information about your creditworthiness

   No      We don’t share
For our affiliates to market to you—    No      We don’t share
For non-affiliates to market to you—    No      We don’t share
             
Questions?    Call 800.330.7348            

 

66


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

Cohen & Steers Privacy Policy—(Continued)

 

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

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

 

• Open an account or buy securities from us

 

• Provide account information or give us your contact information

 

• Make deposits or withdrawals from your account

 

We also collect your personal information from other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only:

 

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

 

• affiliates from using your information to market to you

 

• sharing for non-affiliates to market to you

 

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

Definitions    
Affiliates  

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

 

• Cohen & Steers does not share with affiliates.

Non-affiliates  

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

 

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

Joint marketing  

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

 

• Cohen & Steers does not jointly market.

 

67


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

Cohen & Steers Open-End Mutual Funds

 

COHEN & STEERS REALTY SHARES

 

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

 

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

COHEN & STEERS REAL ESTATE SECURITIES FUND

 

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

 

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

COHEN & STEERS INSTITUTIONAL REALTY SHARES

 

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

 

  Symbol: CSRIX

COHEN & STEERS GLOBAL REALTY SHARES

 

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

 

  Symbols: CSFAX, CSFCX, CSSPX, GRSRX, CSFZX

COHEN & STEERS INTERNATIONAL REALTY FUND

 

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

 

  Symbols: IRFAX, IRFCX, IRFIX, IRFRX, IRFZX

COHEN & STEERS REAL ASSETS FUND

 

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

 

  Symbols: RAPAX, RAPCX, RAPIX, RAPRX, RAPZX

COHEN & STEERS PREFERRED SECURITIES

AND INCOME FUND

 

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

 

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

COHEN & STEERS LOW DURATION PREFERRED

AND INCOME FUND

 

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

 

  Symbols: LPXAX, LPXCX, LPXIX, LPXRX, LPXZX

COHEN & STEERS MLP & ENERGY OPPORTUNITY FUND

 

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

 

  Symbols: MLOAX, MLOCX, MLOIX, MLORX, MLOZX

COHEN & STEERS GLOBAL INFRASTRUCTURE FUND

 

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

 

  Symbols: CSUAX, CSUCX, CSUIX, CSURX, CSUZX

COHEN & STEERS ALTERNATIVE INCOME FUND

(FORMERLY COHEN & STEERS DIVIDEND VALUE FUND)

 

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

 

  Symbols: DVFAX, DVFCX, DVFIX, DVFRX, DVFZX
 

Distributed by Cohen & Steers Securities, LLC.

 

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

 

68


COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

OFFICERS AND DIRECTORS

Robert H. Steers

Director and Chairman

Joseph M. Harvey

Director and Vice President

Michael G. Clark

Director

George Grossman

Director

Dean A. Junkans

Director

Gerald J. Maginnis

Director

Jane F. Magpiong

Director

Daphne L. Richards

Director

C. Edward Ward, Jr.

Director

Adam M. Derechin

President and Chief Executive Officer

James Giallanza

Chief Financial Officer

Lisa D. Phelan

Chief Compliance Officer

Dana A. DeVivo

Secretary and Chief Legal Officer

Albert Laskaj

Treasurer

Stephen Murphy

Vice President

Robert S. Becker

Vice President

Benjamin Morton

Vice President

William F. Scapell

Vice President

Yigal D. Jhirad

Vice President

KEY INFORMATION

Investment Manager and Administrator

Cohen & Steers Capital Management, Inc.

280 Park Avenue

New York, NY 10017

(212) 832-3232

Co-administrator and Custodian

State Street Bank and Trust Company

One Lincoln Street

Boston, MA 02111

Transfer Agent

Computershare

150 Royall Street

Canton, MA 02021

(866) 227-0757

Legal Counsel

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036

 

New York Stock Exchange Symbol:   UTF

Website: cohenandsteers.com

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

 

 

69


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LOGO

Cohen & Steers

Infrastructure

Fund (UTF)

Annual Report December 31, 2019

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

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

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

UTFAR

 

 

 


Item 2. Code of Ethics.

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

Item 3. Audit Committee Financial Expert.

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

Item 4. Principal Accountant Fees and Services.

(a) – (d) Aggregate fees billed to the registrant for the last two fiscal years ended December 31, 2019 and December 31, 2018 for professional services rendered by the registrant’s principal accountant were as follows:

 

     2019    2018

Audit Fees

   $49,630    $46,400

Audit-Related Fees

   $18,000    $0

Tax Fees

   $20,400    $20,100

All Other Fees

   $0    $0

Tax fees were billed in connection with tax compliance services, including the preparation and review of federal and state tax returns and the computation of corporate and franchise tax amounts.

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

 

 

 


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

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

(f) Not applicable.

(g) For the fiscal years ended December 31, 2019 and December 31, 2018, the aggregate fees billed by the registrant’s principal accountant for non-audit services rendered to the registrant and for non-audit services rendered to the registrant’s investment advisor (not including any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor) and/or to any entity controlling, controlled by or under common control with the registrant’s investment advisor that provides ongoing services to the registrant were:

 

     2019    2018

Registrant

   $20,400    $20,100

Investment Advisor

   $0    $0

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

Item 5. Audit Committee of Listed Registrants.

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

Item 6. Schedule of Investments.

Included in Item 1 above.

 

 

 


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

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

COHEN & STEERS CAPITAL MANAGEMENT, INC.

STATEMENT OF POLICIES AND PROCEDURES REGARDING THE VOTING OF SECURITIES

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

General Proxy Voting Guidelines

Objectives

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

 

   

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

 

   

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

 

   

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

General Principles

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

 

   

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

 

 

 


   

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

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

General Guidelines

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

 

   

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

 

   

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

 

   

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

Specific Guidelines

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

 

 

 


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

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

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

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

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

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

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

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

 

 

 


Voting for Directors Nominees in Uncontested Elections

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

1 

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

2 

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

 

 

 


Voting for Director Nominees in Contested Elections

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

The Majority Vote for Directors

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

Separation of Chairman and CEO

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

The Independent Chairman

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

Lead Independent Directors

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

Board Independence

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

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

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

Board Size

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

Classified Boards

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

 

 

 


Independent Committees

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

Non-Disclosure of Board Compensation

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

Director and Officer Indemnification and Liability Protection

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

Compensation Proposals

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

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

 

 

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

 

 

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

 

 

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

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

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

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

 

 

 


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

 

 

Potentially excessive severance payments;

 

 

Agreements that include excessive excise tax gross-up provisions;

 

 

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

 

 

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

 

 

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

 

 

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

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

 

 

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

 

   

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

 

   

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

 

 

Plan Features:

 

   

Automatic single-triggered award vesting upon CIC;

 

   

Discretionary vesting authority;

 

   

Liberal share recycling on various award types; and

 

   

Minimum vesting period for grants made under the plan.

 

 

Grant Practices:

 

   

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

 

   

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

 

   

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

 

   

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

 

   

Whether the company maintains a claw-back policy; and

 

   

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

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

 

 

 


 

Awards may vest in connection with a liberal CIC;

 

 

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

 

 

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

 

 

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

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

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

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

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

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

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

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

Capital Structure Changes and Anti-Takeover Proposals

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

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

 

 

 


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

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

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

 

 

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

 

 

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

 

 

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

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

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

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

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

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

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

 

 

 


in the long-term best interests of the company and whether it would be in the best interests of the company to thwart a shareholder’s attempt to control the board of directors.

Mergers and Corporate Restructurings

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

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

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

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

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

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

Ratification of Auditors

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

 

 

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

 

 

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

 

 

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

 

 

the auditors are being changed without explanation; or

 

 

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

Where fees for non-audit services include fees related to significant one-time capital structure events, initial public offerings, bankruptcy emergence, and spinoffs, and the company makes

 

 

 


public disclosure of the amount and nature of those fees, then such fees may be excluded from the non-audit fees considered in determining whether non-audit related fees are excessive.

Auditor Rotation

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

Auditor Indemnification

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

Shareholder Access and Voting Proposals

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

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

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

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

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

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

Cumulative Voting. Having the ability to cumulate votes for the election of directors (i.e., to cast more than one vote for a director) generally increases shareholders’ rights to effect change in the

 

 

 


management of a corporation. However, Cohen & Steers acknowledges that cumulative voting promotes special candidates who may not represent the interests of all, or even a majority, of shareholders. Therefore, when voting on proposals to institute cumulative voting, Cohen & Steers evaluates all facts and circumstances surrounding such proposal and generally vote against cumulative voting where the company has good corporate governance practices in place, including majority voting for board elections and de-classified boards.

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

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

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

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

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

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

Environmental and Social Proposals

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

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

 

 

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

 

 

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

 

 

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

 

 

 


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

Miscellaneous Proposals

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

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

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

Information pertaining to the portfolio managers of the registrant, as of March 6, 2020, is set forth below.

 

William F. Scapell

 

•   Vice President

 

•   Portfolio manager since inception

  

Executive Vice President of C&S since 2014. Prior to that, Senior Vice President of C&S since 2003.

Robert Becker

 

•   Vice President

 

•   Portfolio manager since inception

  

Senior Vice President of C&S since 2003.

Ben Morton

 

•   Vice President

 

•   Portfolio manager since 2009

  

Executive Vice President of C&S since 2019. Prior to that, Senior Vice President of C&S since 2010.

Elaine Zaharis-Nikas

 

•   Vice President

 

•   Portfolio manager since 2012

  

Senior Vice President of C&S since 2014. Prior to that, Vice President of C&S since 2005

 

 

 


C&S utilizes a team-based approach in managing the registrant. Mr. Becker and Mr. Morton direct and supervise the execution of the registrant’s investment strategy, and lead and guide the other members of the team. Mr. Scapell and Ms. Zaharis-Nikas manage the registrant’s preferred securities investments.

Each portfolio manager listed above manages other investment companies and/or investment vehicles and accounts in addition to the registrant. The following tables show, as of December 31, 2019, the number of other accounts each portfolio manager managed in each of the listed categories and the total assets in the accounts managed within each category. The portfolio managers do not receive performance-based fees with respect to any of the registered investment companies, other pooled investment vehicles or other accounts that they manage. One (1) of the 18 other accounts managed by Mr. Morton and one (1) of the 16 other accounts managed by Mr. Becker, with total assets of $180 million, is subject to performance-based fees.

 

                                         
William F. Scapell    Number of accounts    Total assets  

•   Registered investment companies

   9    $ 16,305,080,465  

•   Other pooled investment vehicles

   14    $ 2,574,536,821  

•   Other accounts

   21    $ 3,549,999,626  
Robert Becker    Number of accounts    Total assets  

•   Registered investment companies

   1    $ 377,325,647  

•   Other pooled investment vehicles

   13    $ 1,325,588,744  

•   Other accounts

   16    $ 3,486,028,997  
Ben Morton    Number of accounts    Total assets  

•   Registered investment companies

   5    $ 1,099,328,816  

•   Other pooled investment vehicles

   14    $ 1,356,003,259  

•   Other accounts

   18    $ 3,623,701,183  
Elaine Zaharis-Nikas    Number of accounts    Total assets  

•   Registered investment companies

   6    $ 12,327,889,663  

•   Other pooled investment vehicles

   13    $ 2,342,707,800  

•   Other accounts

   18    $ 2,907,022,716  

 

 

 


Share Ownership. The following table indicates the dollar range of securities of the registrant owned by the registrant’s portfolio managers as of December 31, 2019:

 

      Dollar Range of Securities Owned

William F. Scapell

   None

Robert Becker

   $50,001-$100,000

Ben Morton

   $10,001-$50,000

Elaine Zaharis-Nikas

   None

Conflicts of Interest. It is possible that conflicts of interest may arise in connection with the portfolio manager’s management of the registrant’s investments on the one hand and the investments of other accounts or vehicles for which the portfolio managers are responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the registrant and the other accounts or vehicles he advises. In addition, due to differences in the investment strategies or restrictions among the registrant and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the registrant.

In some cases, another account managed by a portfolio manager may provide more revenue to the registrant’s investment advisor. While this may appear to create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities, the investment advisor strives to ensure that portfolio managers endeavor to exercise their discretion in a manner that is equitable to all interested persons. In this regard, in the absence of specific account-related impediments (such as client-imposed restrictions or lack of available cash), it is the policy of the investment advisor to allocate investment ideas pro rata to all accounts with the same primary investment objective.

In addition, certain of the portfolio managers may from time to time manage one or more accounts on behalf of the registrant’s investment advisor and its affiliated companies (the “CNS Accounts”). Certain securities held and traded in the CNS Accounts also may be held and traded in one or more client accounts. It is the policy of the Advisor however not to put the interests of the CNS Accounts ahead of the interests of client accounts. The Advisor may aggregate orders of client accounts with those of the CNS Accounts; however, under no circumstances will preferential treatment be given to the CNS Accounts. For all orders involving the CNS Accounts, purchases or sales will be allocated prior to trade placement, and orders that are only partially filled will be allocated across all accounts in proportion to the shares each account, including the CNS Accounts, was designated to receive prior to trading. As a result, it is expected that the CNS Accounts will receive the same average price as other accounts included in the aggregated order. Shares will not be allocated or re-allocated to the CNS Accounts after trade execution or after the average price is known. In the event so few shares of an order are executed that a pro-rata allocation is not practical, a rotational system of allocation may be used; however, the CNS Accounts will never be part of that rotation or receive shares of a partially filled order other than on a pro-rata basis.

Because certain CNS Accounts are managed with a cash management objective, it is possible that a security will be sold out of the CNS Accounts but continue to be held for one or more

 

 

 


client accounts. In situations when this occurs, such security will remain in a client account only if the portfolio manager, acting in its reasonable judgment and consistent with its fiduciary duties, believes this is appropriate for, and consistent with the objectives and profile of, the client account.

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

Method to Determine Compensation. The registrant’s investment advisor compensates its portfolio managers based primarily on the total return performance of funds and accounts managed by the portfolio manager versus appropriate peer groups or benchmarks. C&S uses a variety of benchmarks to evaluate each portfolio managers’ performance for compensation purposes, including the FTSE Global Core Infrastructure 50/50 Net Tax Index, the ICE BofAML Fixed-Rate Preferred Securities Index, the S&P 500 Index and other broad based indexes based on the asset classes managed by each portfolio manager. In evaluating the performance of a portfolio manager, primary emphasis is normally placed on one- and three-year performance, with secondary consideration of performance over longer periods of time. Performance is evaluated on a pre-tax and pre-expense basis. In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to risk-adjusted performance. For funds and accounts with a primary investment objective of high current income, consideration will also be given to the fund’s and account’s success in achieving this objective. For portfolio managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis. The investment advisor has two funds or accounts with performance-based advisory fees. Portfolio managers are also evaluated on the basis of their success in managing their dedicated team of analysts. Base compensation for portfolio managers of the Advisor varies in line with the portfolio manager’s seniority and position with the firm.

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

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

None.

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

 

 

 


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

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

Item 11. Controls and Procedures.

 

(a)

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

 

(b)

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

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

 

(a)

For the fiscal year ended December 31, 2019, the registrant had the following dollar amounts of income and fees/compensation related to its securities lending activities:

 

                    
     Total  
Gross income from securities lending activities     $1,205,880  
Fees and/or compensation for securities lending activities and related services        

Fees paid to securities lending agent from a revenue split

    $1,024,998  

Fees paid for cash collateral management services (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split

     

Administrative fees that are not included in the revenue split

     

Indemnification fee not included in the revenue split

     

Rebates paid to borrowers;

     

Other fees relating to the securities lending program not included in the revenue split

     
Aggregate fees/compensation for securities lending activities and related services     $1,024,998  
Net income from securities lending activities     $180,882  

 

(b)

During the registrants most recent fiscal year ended December 31, 2019, BNP Paribas (“BNPP”) served as the registrant’s securities lending agent.

 

 

 


As a securities lending agent, BNPP is responsible for the implementation and administration of the registrant’s securities lending program. Pursuant to its respective Securities Lending Agreement (“Securities Lending Agreement”) with the registrant, BNPP, as a general matter, performs various services, including the following:

 

   

Locating borrowers;

 

   

Monitoring daily the value of the loaned securities and collateral (i.e. the collateral posted by the party borrowing);

 

   

Negotiation of loan terms;

 

   

Selection of securities to be loaned;

 

   

Recordkeeping and account servicing;

 

   

Monitoring of dividend activity and material proxy votes relating to loaned securities, and;

 

   

Arranging for return of loaned securities to the registrant at loan termination.

BNPP is compensated for the above-described services from its securities lending revenue split. The table above shows what the registrant earned and the fees and compensation it paid in connections with its securities lending activities during its most recent fiscal year.

Item 13. Exhibits.

(a)(1) Not applicable.

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

(a)(3) Not applicable.

(a)(4) Not applicable.

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

(c) Registrant’s notices to shareholders pursuant to registrant’s exemptive order granting an exemption from Section 19(b) of the 1940 Act and Rule 19b-1 thereunder regarding distributions pursuant to the registrant’s Managed Distribution Plan.

 

 

 


SIGNATURES

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

COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

  By:   /s/ Adam M. Derechin
   

Name:   Adam M. Derechin

Title:    Principal Executive Officer

         (President and Chief Executive Officer)

  Date:   March 6, 2020

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

 

  By:   /s/ Adam M. Derechin
   

Name:   Adam M. Derechin

Title:    Principal Executive Officer

         (President and Chief Executive Officer)

  By:   /s/ James Giallanza
   

Name:   James Giallanza

Title:    Principal Financial Officer

         (Chief Financial Officer)

  Date:   March 6, 2020