Six Months Ended October 31, 2022 |
Year Ended October 31, 2022 |
|||||||
Cohen & Steers Tax-Advantaged Preferred Securities and Income Fund at Net Asset Valuea |
–7.48 | % | –16.09 | % | ||||
Cohen & Steers Tax-Advantaged Preferred Securities and Income Fund at Market Valuea |
–10.73 | % | –23.59 | % | ||||
ICE BofA 7% Constrained DRD Eligible Preferred Securities Indexb |
–5.45 | % | –16.37 | % | ||||
Blended Benchmark—50% ICE BofA 7% Constrained DRD Eligible Preferred Securities Index/35% ICE BofA US IG Institutional Capital Securities Index/15% Bloomberg Developed Market USD Contingent Capital Indexb |
–6.26 | % | –15.29 | % | ||||
Bloomberg US Aggregate Bond Indexb |
–6.86 | % | –15.68 | % |
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 | For benchmark descriptions, see page 4. |
WILLIAM F. SCAPELL Portfolio Manager |
ELAINE ZAHARIS-NIKAS Portfolio Manager | |
JERRY DOROST Portfolio Manager |
Leverage (as a % of managed assets) |
38% | |
% Variable Rate Financing |
15% | |
Variable Rate |
3.8% | |
% Fixed Rate Financingc |
85% | |
Weighted Average Rate on Fixed Financing |
0.9% | |
Weighted Average Term on Fixed Financing |
3.4 years |
a | Data as of October 31, 2022. Information is subject to change. |
b | See Note 7 in Notes to Financial Statements. |
c | Represents fixed payer interest rate swap contracts on variable rate borrowing. |
1 Year | 5 Years | 10 Years | Since Inceptionb | |||||||||||||
Fund at NAV |
–16.09 | % | — | — | –4.03 | % | ||||||||||
Fund at Market Value |
–23.59 | % | — | — | –10.12 | % |
a | The comparative indexes are not adjusted to reflect expenses or other fees that the U.S. Securities and Exchange Commission (SEC) requires to be reflected in the Fund’s performance. Index performance does not reflect the deduction of any fees, taxes or expenses. An investor cannot invest directly in an index. The Fund’s performance assumes dividends and distributions are reinvested at prices obtained under the Fund’s dividend reinvestment plan. |
b | Commencement of investment operations was October 28, 2020. |
Security | Value | % of Managed Assets |
||||||
Charles Schwab Corp./The, 5.375% to 6/1/25, Series G |
$ | 46,736,938 | 2.6 | |||||
JPMorgan Chase & Co., 6.75% to 2/1/24, Series S |
42,601,609 | 2.4 | ||||||
PNC Financial Services Group, Inc./The, 8.118% (3 Month US LIBOR + 3.678%), Series O (FRN) |
37,439,895 | 2.1 | ||||||
Wells Fargo & Co., 5.875% to 6/15/25, Series U |
31,555,562 | 1.8 | ||||||
Bank of America Corp., 6.10% to 3/17/25, Series AA |
31,385,087 | 1.8 | ||||||
Bank of America Corp., 6.25% to 9/5/24, Series X |
30,761,550 | 1.7 | ||||||
Prudential Financial, Inc., 5.625% to 6/15/23, due 6/15/43 |
27,395,842 | 1.5 | ||||||
Citigroup, Inc., 5.95% to 1/30/23 |
27,228,509 | 1.5 | ||||||
Citigroup, Inc., 6.25% to 8/15/26, Series T |
25,618,178 | 1.4 | ||||||
WESCO International, Inc., 10.625% to 6/22/25, Series A |
25,431,624 | 1.4 |
a | Top ten holdings (excluding short-term investments and derivative instruments) 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. |
b | Excludes derivative instruments. |
Shares | Value | |||||||||||
PREFERRED SECURITIES—$25 PAR VALUE |
34.6% | |||||||||||
BANKS |
5.7% | |||||||||||
Citigroup, Inc., 6.875% to 11/15/23, Series Ka,b,c |
|
217,434 | $ | 5,488,034 | ||||||||
Dime Community Bancshares, Inc., 5.50%c |
|
23,589 | 458,806 | |||||||||
Fifth Third Bancorp, 6.00%, Series Ac |
|
73,313 | 1,601,156 | |||||||||
First Horizon Corp., 6.50%a,c |
|
341,409 | 8,176,746 | |||||||||
First Republic Bank/CA, 4.50%, Series Na,c |
|
70,000 | 1,178,800 | |||||||||
Fulton Financial Corp., 5.125%, Series Aa,c |
|
61,006 | 1,225,001 | |||||||||
PacWest Bancorp, 7.75% to 9/1/2027, Series Ab,c |
|
148,765 | 3,692,347 | |||||||||
PNC Financial Services Group, Inc./The, 6.849% (3 Month US LIBOR + 4.067%), Series P (FRN)a,c,d |
|
641,724 | 16,331,876 | |||||||||
Regions Financial Corp., 5.70% to 5/15/29, Series Ca,b,c |
|
136,304 | 2,837,849 | |||||||||
Signature Bank/New York NY, 5.00%, Series aa,c |
|
233,218 | 4,109,301 | |||||||||
Texas Capital Bancshares, Inc., 5.75%, Series Ba,c |
|
239,587 | 4,751,010 | |||||||||
Washington Federal, Inc., 4.875%, Series Aa,c |
|
234,151 | 4,081,252 | |||||||||
Wells Fargo & Co., 6.625% to 3/15/24, Series Ra,b,c |
|
120,000 | 3,001,200 | |||||||||
Wells Fargo & Co., 4.75%, Series Za,c |
|
246,369 | 4,434,642 | |||||||||
Western Alliance Bancorp, 4.25% to 9/30/26, Series Aa,b,c |
|
91,755 | 1,835,100 | |||||||||
|
|
|||||||||||
63,203,120 | ||||||||||||
|
|
|||||||||||
ELECTRIC |
3.8% | |||||||||||
CMS Energy Corp., 5.875%, due 10/15/78a |
|
80,000 | 1,741,600 | |||||||||
SCE Trust V, 5.45% to 3/15/26, Series K (TruPS)a,b,c |
|
462,414 | 8,869,101 | |||||||||
SCE Trust VI, 5.00% (TruPS)a,c |
|
385,394 | 6,609,507 | |||||||||
WESCO International, Inc., 10.625% to 6/22/25, Series Ab,c |
|
941,912 | 25,431,624 | |||||||||
|
|
|||||||||||
42,651,832 | ||||||||||||
|
|
|||||||||||
ELECTRIC—FOREIGN |
0.5% | |||||||||||
BIP Bermuda Holdings I Ltd., 5.125% (Canada)a,c |
|
111,041 | 1,937,665 | |||||||||
Brookfield Infrastructure Finance ULC, 5.00%, due 5/24/81 (Canada)a |
|
214,600 | 3,416,432 | |||||||||
|
|
|||||||||||
5,354,097 | ||||||||||||
|
|
|||||||||||
ENERGY—FOREIGN |
0.2% | |||||||||||
TC Energy Corp., 3.762% to 10/30/24, Series 9 (Canada)a,b,c |
|
200,000 | 2,347,414 | |||||||||
|
|
|||||||||||
FINANCIAL |
8.8% | |||||||||||
DIVERSIFIED FINANCIAL SERVICES |
4.1% | |||||||||||
Apollo Asset Management, Inc., 6.375%, Series Aa,c |
|
342,205 | 7,415,582 |
Shares | Value | |||||||||||
Apollo Asset Management, Inc., 6.375%, Series Ba,c |
|
157,225 | $ | 3,427,505 | ||||||||
Federal Agricultural Mortgage Corp., 4.875%, Series Gc |
|
410,836 | 7,263,581 | |||||||||
Oaktree Capital Group LLC, 6.625%, Series Aa,c |
|
304,143 | 7,208,189 | |||||||||
Oaktree Capital Group LLC, 6.55%, Series Ba,c |
|
697,421 | 16,152,270 | |||||||||
Synchrony Financial, 5.625%, Series Aa,c |
|
206,241 | 3,499,910 | |||||||||
|
|
|||||||||||
44,967,037 | ||||||||||||
|
|
|||||||||||
INVESTMENT BANKER/BROKER |
4.7% | |||||||||||
Charles Schwab Corp./The, 5.95%, Series Da,c |
|
148,201 | 3,413,069 | |||||||||
Morgan Stanley, 7.125% to 10/15/23, Series Ea,b,c |
|
209,424 | 5,246,071 | |||||||||
Morgan Stanley, 6.875% to 1/15/24, Series Fa,b,c |
|
879,462 | 22,004,139 | |||||||||
Morgan Stanley, 6.375% to 10/15/24, Series Ia,b,c |
|
421,424 | 10,236,389 | |||||||||
Morgan Stanley, 5.85% to 4/15/27, Series Ka,b,c |
|
129,740 | 2,972,344 | |||||||||
Morgan Stanley, 6.50%, Series Pa,c |
|
335,271 | 8,314,721 | |||||||||
|
|
|||||||||||
52,186,733 | ||||||||||||
|
|
|||||||||||
TOTAL FINANCIAL |
|
97,153,770 | ||||||||||
|
|
|||||||||||
INDUSTRIALS—CHEMICALS |
1.0% | |||||||||||
CHS, Inc., 7.50%, Series 4c |
|
417,538 | 10,722,376 | |||||||||
|
|
|||||||||||
INSURANCE |
7.0% | |||||||||||
LIFE/HEALTH INSURANCE |
4.3% | |||||||||||
Athene Holding Ltd., 6.35% to 6/30/29, Series Aa,b,c |
|
393,502 | 9,369,283 | |||||||||
Athene Holding Ltd., 6.375% to 6/30/25, Series Ca,b,c |
|
526,159 | 13,117,144 | |||||||||
Athene Holding Ltd., 4.875%, Series Da,c |
|
243,569 | 4,191,822 | |||||||||
Brighthouse Financial, Inc., 6.75%, Series Ba,c |
|
21,072 | 478,124 | |||||||||
Brighthouse Financial, Inc., 5.375%, Series Ca,c |
|
677,700 | 12,171,492 | |||||||||
CNO Financial Group, Inc., 5.125%, due 11/25/60a |
|
51,283 | 933,350 | |||||||||
Equitable Holdings, Inc., 5.25%, Series Aa,c |
|
213,915 | 3,983,097 | |||||||||
Prudential Financial, Inc., 5.95%, due 9/1/62a |
|
143,407 | 3,437,466 | |||||||||
|
|
|||||||||||
47,681,778 | ||||||||||||
|
|
|||||||||||
MULTI-LINE |
0.3% | |||||||||||
Kemper Corp., 5.875% to 3/15/27, due 3/15/62a,b |
|
164,250 | 3,431,182 | |||||||||
|
|
|||||||||||
PROPERTY CASUALTY |
0.8% | |||||||||||
Assurant, Inc., 5.25%, due 1/15/61a |
|
75,306 | 1,418,012 | |||||||||
Enstar Group Ltd., 7.00% to 9/1/28, Series Da,b,c |
|
351,514 | 7,726,278 | |||||||||
|
|
|||||||||||
9,144,290 | ||||||||||||
|
|
Shares | Value | |||||||||||
REINSURANCE |
1.1% | |||||||||||
Arch Capital Group Ltd., 5.45%, Series Fa,c |
|
125,765 | $ | 2,547,999 | ||||||||
Reinsurance Group of America, Inc., 7.125% to 10/15/27, due 10/15/52a,b |
|
363,200 | 9,199,856 | |||||||||
|
|
|||||||||||
11,747,855 | ||||||||||||
|
|
|||||||||||
REINSURANCE—FOREIGN |
0.5% | |||||||||||
SiriusPoint Ltd., 8.00% to 2/26/26, Series B (Bermuda)b,c |
|
228,000 | 5,380,800 | |||||||||
|
|
|||||||||||
TOTAL INSURANCE |
|
77,385,905 | ||||||||||
|
|
|||||||||||
INTEGRATED TELECOMMUNICATIONS SERVICES |
2.0% | |||||||||||
Telephone and Data Systems, Inc., 6.625%, Series UUa,c |
|
384,167 | 7,717,915 | |||||||||
Telephone and Data Systems, Inc., 6.00%, Series VVa,c |
|
392,182 | 6,941,621 | |||||||||
United States Cellular Corp., 5.50%, due 3/1/70a |
|
247,168 | 4,219,158 | |||||||||
United States Cellular Corp., 5.50%, due 6/1/70a |
|
230,835 | 3,947,279 | |||||||||
|
|
|||||||||||
22,825,973 | ||||||||||||
|
|
|||||||||||
PIPELINES |
1.7% | |||||||||||
Energy Transfer LP, 7.625% to 8/15/23, Series Da,b,c |
|
209,117 | 4,780,414 | |||||||||
Energy Transfer LP, 7.60% to 5/15/24, Series Ea,b,c |
|
611,093 | 14,073,472 | |||||||||
|
|
|||||||||||
18,853,886 | ||||||||||||
|
|
|||||||||||
PIPELINES—FOREIGN |
0.6% | |||||||||||
Enbridge, Inc., 5.949% to 6/1/23, Series 1 (Canada)a,b,c |
|
100,000 | 2,285,000 | |||||||||
Enbridge, Inc., 2.983% to 9/1/25, Series 15 (Canada)a,b,c |
|
300,000 | 3,320,733 | |||||||||
Enbridge, Inc., 4.449% to 3/1/24, Series 7 (Canada)a,b,c |
|
55,500 | 672,184 | |||||||||
|
|
|||||||||||
6,277,917 | ||||||||||||
|
|
|||||||||||
REAL ESTATE |
2.3% | |||||||||||
DATA CENTERS |
0.6% | |||||||||||
DigitalBridge Group, Inc., 7.125%, Series Hc |
|
208,835 | 3,949,070 | |||||||||
DigitalBridge Group, Inc., 7.125%, Series Jc |
|
162,502 | 3,022,537 | |||||||||
|
|
|||||||||||
6,971,607 | ||||||||||||
|
|
|||||||||||
HOTEL |
0.5% | |||||||||||
Chatham Lodging Trust, 6.625%, Series Ac |
|
85,000 | 1,619,250 | |||||||||
Pebblebrook Hotel Trust, 6.375%, Series Gc |
|
216,552 | 3,949,909 | |||||||||
|
|
|||||||||||
5,569,159 | ||||||||||||
|
|
|||||||||||
OFFICE |
1.2% | |||||||||||
Arbor Realty Trust, Inc., 6.375%, Series Dc |
|
175,000 | 3,059,000 |
Shares | Value | |||||||||||
Brookfield Property Preferred LP, 6.25%, due 7/26/81a |
|
450,000 | $ | 7,029,000 | ||||||||
Vornado Realty Trust, 5.25%, Series Na,c |
|
175,000 | 2,714,250 | |||||||||
|
|
|||||||||||
12,802,250 | ||||||||||||
|
|
|||||||||||
TOTAL REAL ESTATE |
|
25,343,016 | ||||||||||
|
|
|||||||||||
UTILITIES |
1.0% | |||||||||||
ELECTRIC—FOREIGN |
0.5% | |||||||||||
Brookfield BRP Holdings Canada, Inc., 4.625% (Canada)a,c |
|
208,034 | 3,031,056 | |||||||||
Brookfield BRP Holdings Canada, Inc., 4.875% (Canada)a,c |
|
168,056 | 2,500,673 | |||||||||
|
|
|||||||||||
5,531,729 | ||||||||||||
|
|
|||||||||||
GAS—DISTRIBUTION |
0.5% | |||||||||||
NiSource, Inc., 6.50% to 3/15/24, Series Ba,b,c |
|
240,043 | 5,931,462 | |||||||||
|
|
|||||||||||
TOTAL UTILITIES |
|
11,463,191 | ||||||||||
|
|
|||||||||||
TOTAL PREFERRED SECURITIES—$25 PAR VALUE (Identified cost—$462,162,138) |
|
383,582,497 | ||||||||||
|
|
|||||||||||
Principal Amount |
||||||||||||
PREFERRED SECURITIES—CAPITAL SECURITIES |
119.3% | |||||||||||
BANKS |
41.4% | |||||||||||
AgriBank FCB, 6.875% to 1/1/24a,b,c |
|
6,000 | † | 596,250 | ||||||||
Ally Financial, Inc., 4.70% to 5/15/28, Series Cb,c |
|
$ | 13,580,000 | 9,166,500 | ||||||||
Bank of America Corp., 5.875% to 3/15/28, Series FFa,b,c |
|
10,246,000 | 8,832,052 | |||||||||
Bank of America Corp., 6.10% to 3/17/25, Series AAa,b,c |
|
32,500,000 | 31,385,087 | |||||||||
Bank of America Corp., 6.125% to 4/27/27, Series TTa,b,c |
|
4,400,000 | 4,169,000 | |||||||||
Bank of America Corp., 6.25% to 9/5/24, Series Xa,b,c |
|
31,520,000 | 30,761,550 | |||||||||
Bank of America Corp., 6.30% to 3/10/26, Series DDa,b,c |
|
3,585,000 | 3,513,515 | |||||||||
Bank of America Corp., 6.50% to 10/23/24, Series Za,b,c |
|
9,223,000 | 9,176,885 | |||||||||
Capital One Financial Corp., 3.95% to 9/1/26, Series Mb,c |
|
3,351,000 | 2,515,060 | |||||||||
Citigroup, Inc., 3.875% to 2/18/26b,c |
|
4,370,000 | 3,598,695 | |||||||||
Citigroup, Inc., 4.00% to 12/10/25, Series Wb,c |
|
1,419,000 | 1,200,474 | |||||||||
Citigroup, Inc., 4.15% to 11/15/26, Series Yb,c |
|
1,685,000 | 1,320,359 | |||||||||
Citigroup, Inc., 5.95% to 1/30/23b,c |
|
27,331,000 | 27,228,509 | |||||||||
Citigroup, Inc., 5.95% to 5/15/25, Series Pb,c |
|
22,150,000 | 20,077,415 | |||||||||
Citigroup, Inc., 6.25% to 8/15/26, Series Tb,c |
|
26,476,000 | 25,618,178 | |||||||||
Citizens Financial Group, Inc., 5.65% to 10/6/25, Series Fb,c |
|
10,664,000 | 10,173,446 |
Principal Amount |
Value | |||||||||
Citizens Financial Group, Inc., 6.375% to 4/6/24, Series Cb,c |
$ | 1,415,000 | $ | 1,297,206 | ||||||
CoBank ACB, 6.45% to 10/1/27, Series Ka,b,c |
6,590,000 | 6,408,821 | ||||||||
Comerica, Inc., 5.625% to 7/1/25, Series Ab,c |
9,060,000 | 8,822,628 | ||||||||
Farm Credit Bank of Texas, 6.75% to 9/15/23, 144Ab,c,e |
7,000 | † | 698,250 | |||||||
Goldman Sachs Group, Inc./The, 3.65% to 8/10/26, Series Ub,c |
4,684,000 | 3,571,191 | ||||||||
Goldman Sachs Group, Inc./The, 4.125% to 11/10/26, Series Vb,c |
2,132,000 | 1,676,285 | ||||||||
Goldman Sachs Group, Inc./The, 5.50% to 8/10/24, Series Qa,b,c |
7,097,000 | 6,764,932 | ||||||||
Huntington Bancshares, Inc., 5.625% to 7/15/30, Series Fa,b,c |
7,141,000 | 6,525,777 | ||||||||
JPMorgan Chase & Co., 6.00% to 8/1/23, Series Ra,b,c |
2,668,000 | 2,634,650 | ||||||||
JPMorgan Chase & Co., 6.10% to 10/1/24, Series Xa,b,c |
6,200,000 | 6,074,109 | ||||||||
JPMorgan Chase & Co., 6.125% to 4/30/24, Series Ua,b,c |
14,592,000 | 14,439,076 | ||||||||
JPMorgan Chase & Co., 6.75% to 2/1/24, Series Sa,b,c |
42,575,000 | 42,601,609 | ||||||||
M&T Bank Corp., 6.45% to 2/15/24, Series Eb,c |
9,864,000 | 9,540,228 | ||||||||
PNC Financial Services Group, Inc./The, 6.00% to 5/15/27, Series Ua,b,c |
2,502,000 | 2,326,860 | ||||||||
PNC Financial Services Group, Inc./The, 6.20% to 9/15/27, Series Va,b,c |
12,150,000 | 11,538,855 | ||||||||
PNC Financial Services Group, Inc./The, 6.4602% (3 Month US LIBOR + 3.678%), Series O (FRN)a,c,d |
37,399,000 | 37,439,895 | ||||||||
Regions Financial Corp., 5.75% to 6/15/25, Series Db,c |
10,429,000 | 10,142,203 | ||||||||
SVB Financial Group, 4.00% to 5/15/26, Series Cb,c |
11,130,000 | 7,802,639 | ||||||||
SVB Financial Group, 4.25% to 11/15/26, Series Db,c |
11,350,000 | 7,610,779 | ||||||||
SVB Financial Group, 4.70% to 11/15/31, Series Eb,c |
6,030,000 | 4,055,175 | ||||||||
Truist Financial Corp., 4.80% to 9/1/24, Series Na,b,c |
4,000,000 | 3,601,000 | ||||||||
Truist Financial Corp., 4.95% to 9/1/25, Series Pa,b,c |
9,950,000 | 9,552,000 | ||||||||
Truist Financial Corp., 5.10% to 3/1/30, Series Qa,b,c |
10,787,000 | 9,493,351 | ||||||||
Truist Financial Corp., 5.125% to 12/15/27, Series Mb,c |
2,239,000 | 1,791,200 | ||||||||
US Bancorp, 3.70% to 1/15/27, Series Nb,c |
6,495,000 | 5,066,100 | ||||||||
Wells Fargo & Co., 3.90% to 3/15/26, Series BBb,c |
19,300,000 | 16,397,762 | ||||||||
Wells Fargo & Co., 5.875% to 6/15/25, Series Ub,c |
32,785,000 | 31,555,562 | ||||||||
|
|
|||||||||
458,761,118 | ||||||||||
|
|
Principal Amount |
Value | |||||||||||
BANKS—FOREIGN |
29.5% | |||||||||||
Abanca Corp. Bancaria SA, 6.00% to 1/20/26 (Spain)b,c,f,g |
|
$ | 4,000,000 | $ | 3,288,124 | |||||||
Abanca Corp. Bancaria SA, 7.50% to 10/2/23 (Spain)b,c,f,g |
|
3,600,000 | 3,419,265 | |||||||||
Australia & New Zealand Banking Group Ltd./United Kingdom, 6.75% to 6/15/26, 144A (Australia)a,b,c,e,g |
|
4,200,000 | 4,025,878 | |||||||||
Banco BPM SpA, 6.50% to 1/19/26 (Italy)b,c,f,g |
|
800,000 | 672,029 | |||||||||
Banco BPM SpA, 7.00% to 4/12/27 (Italy)b,c,f,g |
|
1,800,000 | 1,446,749 | |||||||||
Banco de Sabadell SA, 5.75% to 3/15/26 (Spain)a,b,c,f,g |
|
2,000,000 | 1,650,506 | |||||||||
Banco Mercantil del Norte SA/Grand Cayman, 6.625% to 1/24/32, 144A (Mexico)b,c,e,g |
|
1,000,000 | 751,500 | |||||||||
Banco Santander SA, 7.50% to 2/8/24 (Spain)b,c,f,g |
|
3,800,000 | 3,607,625 | |||||||||
Bank of Ireland Group PLC, 7.50% to 5/19/25 (Ireland)b,c,f,g |
|
8,675,000 | 8,380,507 | |||||||||
Bank of Nova Scotia/The, 8.625% to 10/27/27, due 10/27/82 (Canada)a,b |
|
8,200,000 | 8,250,153 | |||||||||
Barclays PLC, 6.125% to 12/15/25 (United Kingdom)a,b,c,g |
|
2,000,000 | 1,737,500 | |||||||||
Barclays PLC, 8.00% to 6/15/24 (United Kingdom)a,b,c,g |
|
13,000,000 | 12,264,823 | |||||||||
Barclays PLC, 8.00% to 3/15/29 (United Kingdom)a,b,c,g |
|
19,200,000 | 17,248,398 | |||||||||
Barclays PLC, 8.875% to 9/15/27 (United Kingdom)a,b,c,f,g |
|
12,600,000 | 13,955,307 | |||||||||
BNP Paribas SA, 7.375% to 8/19/25, 144A (France)b,c,e,g |
|
8,400,000 | 8,146,023 | |||||||||
BNP Paribas SA, 7.75% to 8/16/29, 144A (France)b,c,e,g |
|
24,400,000 | 23,066,178 | |||||||||
Commerzbank AG, 7.00% to 4/9/25 (Germany)b,c,f,g |
|
5,000,000 | 4,299,455 | |||||||||
Credit Agricole SA, 6.875% to 9/23/24, 144A (France)a,b,c,e,g |
|
5,400,000 | 5,051,591 | |||||||||
Credit Agricole SA, 7.875% to 1/23/24, 144A (France)a,b,c,e,g |
|
21,600,000 | 21,528,482 | |||||||||
Credit Agricole SA, 8.125% to 12/23/25, 144A (France)a,b,c,e,g |
|
4,460,000 | 4,452,409 | |||||||||
Credit Suisse Group AG, 6.375% to 8/21/26, 144A (Switzerland)b,c,e,g |
|
4,800,000 | 3,590,913 | |||||||||
Credit Suisse Group AG, 7.25% to 9/12/25, 144A (Switzerland)b,c,e,g |
|
10,800,000 | 8,458,020 | |||||||||
Credit Suisse Group AG, 7.50% to 7/17/23, 144A (Switzerland)a,b,c,e,g |
|
20,400,000 | 18,130,500 | |||||||||
Credit Suisse Group AG, 9.75% to 6/23/27, 144A (Switzerland)a,b,c,e,g |
|
15,400,000 | 14,670,459 |
Principal Amount |
Value | |||||||||
Deutsche Bank AG, 6.00% to 10/30/25, Series 2020 (Germany)b,c,g |
$ | 3,200,000 | $ | 2,519,329 | ||||||
Deutsche Bank AG, 7.50% to 4/30/25 (Germany)b,c,g |
8,000,000 | 7,045,873 | ||||||||
HSBC Capital Funding Dollar 1 LP, 10.176% to 6/30/30, 144A (United Kingdom)a,b,c,e |
2,758,000 | 3,395,158 | ||||||||
ING Groep N.V., 4.875% to 5/16/29 (Netherlands)b,c,f,g |
600,000 | 426,375 | ||||||||
ING Groep N.V., 6.50% to 4/16/25 (Netherlands)a,b,c,g |
1,000,000 | 912,301 | ||||||||
ING Groep N.V., 6.75% to 4/16/24 (Netherlands)b,c,f,g |
5,600,000 | 5,316,500 | ||||||||
Intesa Sanpaolo SpA, 7.70% to 9/17/25, 144A (Italy)a,b,c,e,g |
8,800,000 | 7,640,011 | ||||||||
Lloyds Banking Group PLC, 7.50% to 6/27/24 (United Kingdom)b,c,g |
9,600,000 | 9,175,332 | ||||||||
Lloyds Banking Group PLC, 7.50% to 9/27/25 (United Kingdom)b,c,g |
4,000,000 | 3,720,000 | ||||||||
Lloyds Banking Group PLC, 8.50% to 9/27/27 (United Kingdom)b,c,g |
1,970,000 | 2,194,060 | ||||||||
Natwest Group PLC, 6.00% to 12/29/25 (United Kingdom)a,b,c,g |
2,000,000 | 1,784,800 | ||||||||
Natwest Group PLC, 8.00% to 8/10/25 (United Kingdom)a,b,c,g |
9,200,000 | 8,692,850 | ||||||||
Nordea Bank Abp, 6.625% to 3/26/26, 144A (Finland)a,b,c,e,f,g |
1,000,000 | 946,975 | ||||||||
Skandinaviska Enskilda Banken AB, 6.875% to 6/30/27 (Sweden)a,b,c,f,g |
3,800,000 | 3,568,109 | ||||||||
Societe Generale SA, 5.375% to 11/18/30, 144A (France)b,c,e,g |
1,200,000 | 872,222 | ||||||||
Societe Generale SA, 6.75% to 4/6/28, 144A (France)b,c,e,g |
3,800,000 | 3,101,738 | ||||||||
Societe Generale SA, 7.875% to 12/18/23, 144A (France)b,c,e,g |
20,294,000 | 19,809,207 | ||||||||
Societe Generale SA, 8.00% to 9/29/25, 144A (France)b,c,e,g |
5,000,000 | 4,926,983 | ||||||||
Svenska Handelsbanken AB, 4.75% to 3/1/31 (Sweden)b,c,f,g |
5,000,000 | 3,868,750 | ||||||||
Toronto-Dominion Bank/The, 8.125% to 10/31/27, due 10/31/82 (Canada)a,b |
10,400,000 | 10,543,000 | ||||||||
UBS Group AG, 6.875% to 8/7/25 (Switzerland)b,c,f,g |
8,200,000 | 7,801,267 | ||||||||
UBS Group AG, 7.00% to 2/19/25 (Switzerland)b,c,f,g |
5,200,000 | 5,050,001 | ||||||||
UBS Group AG, 7.00% to 1/31/24, 144A (Switzerland)b,c,e,g |
11,000,000 | 10,666,844 |
Principal Amount |
Value | |||||||||||
UniCredit SpA, 8.00% to 6/3/24 (Italy)b,c,f,g |
|
$ | 8,570,000 | $ | 8,039,731 | |||||||
Virgin Money UK PLC, 8.25% to 6/17/27 (United Kingdom)b,c,f,g |
|
3,000,000 | 2,957,663 | |||||||||
|
|
|||||||||||
327,067,473 | ||||||||||||
|
|
|||||||||||
ELECTRIC |
3.6% | |||||||||||
CenterPoint Energy, Inc., 6.125% to 9/1/23, Series Ab,c |
|
8,538,000 | 8,024,083 | |||||||||
Dominion Energy, Inc., 4.35% to 1/15/27, Series Cb,c |
|
15,563,000 | 12,952,929 | |||||||||
Duke Energy Corp., 4.875% to 9/16/24a,b,c |
|
6,000,000 | 5,385,000 | |||||||||
NextEra Energy Capital Holdings, Inc., 3.80% to 3/15/27, due 3/15/82b |
|
1,250,000 | 953,145 | |||||||||
Southern California Edison Co., 6.981% (3 Month US LIBOR + 4.199%), Series E (FRN)c,d |
|
9,175,000 | 9,016,488 | |||||||||
Southern Co./The, 5.113%, due 8/1/27a |
|
3,920,000 | 3,816,787 | |||||||||
|
|
|||||||||||
40,148,432 | ||||||||||||
|
|
|||||||||||
ELECTRIC—FOREIGN |
3.6% | |||||||||||
Electricite de France SA, 5.375% to 1/29/25, Series EMTN (France)a,b,c,f |
|
7,600,000 | 6,932,111 | |||||||||
Electricite de France SA, 6.00% to 1/29/26, Series EMTN (France)a,b,c,f |
|
13,400,000 | 12,660,581 | |||||||||
Emera, Inc., 6.75% to 6/15/26, due 6/15/76, Series 16‑A (Canada)a,b |
|
18,175,000 | 17,009,474 | |||||||||
SSE PLC, 4.00% to 1/21/28 (United Kingdom)a,b,c,f |
|
3,300,000 | 2,898,413 | |||||||||
|
|
|||||||||||
39,500,579 | ||||||||||||
|
|
|||||||||||
FINANCIAL |
11.1% | |||||||||||
CREDIT CARD |
2.1% | |||||||||||
American Express Co., 3.55% to 9/15/26b,c |
|
3,381,000 | 2,616,049 | |||||||||
Discover Financial Services, 5.50% to 10/30/27, Series Cb,c |
|
8,776,000 | 6,817,631 | |||||||||
Discover Financial Services, 6.125% to 6/23/25, Series Db,c |
|
14,894,000 | 14,345,897 | |||||||||
|
|
|||||||||||
23,779,577 | ||||||||||||
|
|
|||||||||||
DIVERSIFIED FINANCIAL SERVICES |
0.8% | |||||||||||
Aircastle Ltd., 5.25% to 6/15/26, Series A, 144Ab,c,e |
|
2,920,000 | 2,198,318 | |||||||||
Ares Finance Co. III LLC, 4.125% to 6/30/26, due 6/30/51, 144Ab,e |
|
3,950,000 | 3,008,653 |
Principal Amount |
Value | |||||||||||
ILFC E‑Capital Trust II, 5.365% (30 Year CMT + 1.80%), due 12/21/65, 144A (TruPS) (FRN)d,e |
|
$ | 5,352,000 | $ | 3,505,560 | |||||||
|
|
|||||||||||
8,712,531 | ||||||||||||
|
|
|||||||||||
DIVERSIFIED FINANCIAL SERVICES—FOREIGN |
0.2% | |||||||||||
Julius Baer Group Ltd., 6.875% to 6/9/27 (Switzerland)b,c,f,g |
|
2,400,000 | 2,234,194 | |||||||||
|
|
|||||||||||
INVESTMENT BANKER/BROKER |
8.0% | |||||||||||
Charles Schwab Corp./The, 4.00% to 12/1/30, Series Hb,c |
|
6,235,000 | 4,638,840 | |||||||||
Charles Schwab Corp./The, 4.00% to 6/1/26, Series Ia,b,c |
|
29,848,000 | 24,576,843 | |||||||||
Charles Schwab Corp./The, 5.375% to 6/1/25, Series Ga,b,c |
|
47,630,000 | 46,736,938 | |||||||||
Charles Schwab Corp./The, 7.602% (3 Month US LIBOR + 4.82%), Series A (FRN)a,c,d |
|
7,200,000 | 7,200,000 | |||||||||
Morgan Stanley, 5.875% to 9/15/26, Series Ma,b,c |
|
5,420,000 | 5,229,432 | |||||||||
|
|
|||||||||||
88,382,053 | ||||||||||||
|
|
|||||||||||
TOTAL FINANCIAL |
|
123,108,355 | ||||||||||
|
|
|||||||||||
FOOD |
0.4% | |||||||||||
Land O’ Lakes, Inc., 7.00%, 144Ac,e |
|
3,600,000 | 3,338,532 | |||||||||
Land O’ Lakes, Inc., 7.25%, 144Ac,e |
|
1,600,000 | 1,496,088 | |||||||||
|
|
|||||||||||
4,834,620 | ||||||||||||
|
|
|||||||||||
INSURANCE |
15.7% | |||||||||||
FINANCE |
0.1% | |||||||||||
Liberty Mutual Group, Inc., 4.125% to 9/15/26, due 12/15/51, 144Ab,e |
|
2,023,000 | 1,519,971 | |||||||||
|
|
|||||||||||
LIFE/HEALTH INSURANCE |
6.9% | |||||||||||
Corebridge Financial, Inc., 6.875% to 9/15/27, due 12/15/52, 144Aa,b,e |
|
11,195,000 | 10,113,471 | |||||||||
MetLife, Inc., 9.25%, due 4/8/38, 144Aa,e |
|
2,500,000 | 2,875,905 | |||||||||
Prudential Financial, Inc., 5.625% to 6/15/23, due 6/15/43a,b |
|
27,666,000 | 27,395,842 | |||||||||
Prudential Financial, Inc., 6.00% to 6/1/32, due 9/1/52a,b |
|
13,734,000 | 12,562,411 | |||||||||
SBL Holdings, Inc., 6.50% to 11/13/26, 144Ab,c,e |
|
8,120,000 | 6,150,900 | |||||||||
SBL Holdings, Inc., 7.00% to 5/13/25, 144Ab,c,e |
|
9,813,000 | 7,911,731 | |||||||||
Voya Financial, Inc., 5.65% to 5/15/23, due 5/15/53b |
|
3,000,000 | 2,898,870 |
Principal Amount |
Value | |||||||||||
Voya Financial, Inc., 6.125% to 9/15/23, Series Ab,c |
|
$ | 6,200,000 | $ | 6,060,500 | |||||||
|
|
|||||||||||
75,969,630 | ||||||||||||
|
|
|||||||||||
LIFE/HEALTH INSURANCE—FOREIGN |
4.1% | |||||||||||
AXA SA, 5.125% to 1/17/27, due 1/17/47, Series EMTN (France)a,b,f |
|
2,000,000 | 1,841,750 | |||||||||
Cloverie PLC for Zurich Insurance Co., Ltd., 5.625% to 6/24/26, due 6/24/46, Series EMTN (Switzerland)a,b,f |
|
2,000,000 | 1,870,050 | |||||||||
Dai‑ichi Life Insurance Co., Ltd./The, 5.10% to 10/28/24, 144A (Japan)a,b,c,e |
|
2,000,000 | 1,907,756 | |||||||||
Fukoku Mutual Life Insurance Co., 6.50% to 9/19/23 (Japan)b,c,f |
|
14,830,000 | 14,629,054 | |||||||||
Kyobo Life Insurance Co., Ltd., 5.90%, due 6/15/52, 144A (South Korea)b,c,e |
|
4,200,000 | 3,843,000 | |||||||||
La Mondiale SAM, 5.05% to 12/17/25 (France)a,b,c,f |
|
2,000,000 | 1,914,378 | |||||||||
Nippon Life Insurance Co., 5.10% to 10/16/24, due 10/16/44, 144A (Japan)a,b,e |
|
6,100,000 | 5,853,830 | |||||||||
Pension Insurance Corp. PLC, 7.375% to 7/25/29 (United Kingdom)a,b,c,g |
|
6,032,000 | 6,033,024 | |||||||||
Phoenix Group Holdings PLC, 5.625% to 1/29/25 (United Kingdom)a,b,c,f,g |
|
4,000,000 | 3,313,500 | |||||||||
Rothesay Life PLC, 4.875% to 4/13/27, Series NC6 (United Kingdom)b,c,f,g |
|
5,800,000 | 3,949,104 | |||||||||
|
|
|||||||||||
45,155,446 | ||||||||||||
|
|
|||||||||||
MULTI-LINE—FOREIGN |
0.5% | |||||||||||
UnipolSai Assicurazioni SpA, 5.75% to 6/18/24, Series EMTN (Italy)b,c,f |
|
5,869,000 | 5,684,275 | |||||||||
|
|
|||||||||||
PROPERTY CASUALTY |
2.0% | |||||||||||
Enstar Finance LLC, 5.50% to 1/15/27, due 1/15/42b |
|
5,970,000 | 4,700,181 | |||||||||
Enstar Finance LLC, 5.75% to 9/1/25, due 9/1/40b |
|
6,300,000 | 5,611,769 | |||||||||
Markel Corp., 6.00% to 6/1/25b,c |
|
12,317,000 | 11,808,254 | |||||||||
|
|
|||||||||||
22,120,204 | ||||||||||||
|
|
|||||||||||
PROPERTY CASUALTY—FOREIGN |
1.4% | |||||||||||
Athora Netherlands NV, 7.00% to 6/19/25 (Netherlands)b,c,f,g |
|
5,030,000 | 4,554,658 |
Principal Amount |
Value | |||||||||||
Lancashire Holdings Ltd., 5.625% to 3/18/31, due 9/18/41 (United Kingdom)b,f |
|
$ | 8,000,000 | $ | 5,968,000 | |||||||
QBE Insurance Group Ltd., 5.875% to 5/12/25, 144A (Australia)a,b,c,e |
|
5,515,000 | 5,034,384 | |||||||||
|
|
|||||||||||
15,557,042 | ||||||||||||
|
|
|||||||||||
REINSURANCE |
0.6% | |||||||||||
Global Atlantic Fin Co., 4.70% to 7/15/26, due 10/15/51, 144Ab,e |
|
8,910,000 | 6,588,190 | |||||||||
|
|
|||||||||||
REINSURANCE—FOREIGN |
0.1% | |||||||||||
Swiss Re Finance Luxembourg SA, 5.00% to 4/2/29, due 4/2/49, 144A (Switzerland)b,e |
|
1,400,000 | 1,222,067 | |||||||||
|
|
|||||||||||
TOTAL INSURANCE |
|
173,816,825 | ||||||||||
|
|
|||||||||||
INTEGRATED TELECOMMUNICATIONS SERVICES—FOREIGN |
2.2% | |||||||||||
Orange SA, 5.75% to 4/1/23, Series EMTN (France)a,b,c,f |
|
2,000,000 | 2,282,131 | |||||||||
Telefonica Europe BV, 5.875% to 3/31/24 (Spain)b,c,f |
|
13,600,000 | 13,418,356 | |||||||||
Vodafone Group PLC, 4.125% to 3/4/31, due 6/4/81 (United Kingdom)b |
|
5,280,000 | 3,758,040 | |||||||||
Vodafone Group PLC, 7.00% to 1/4/29, due 4/4/79 (United Kingdom)b |
|
4,875,000 | 4,642,121 | |||||||||
|
|
|||||||||||
24,100,648 | ||||||||||||
|
|
|||||||||||
OIL & GAS—FOREIGN |
1.2% | |||||||||||
BP Capital Markets PLC, 4.375% to 6/22/25 (United Kingdom)a,b,c |
|
4,000,000 | 3,765,000 | |||||||||
BP Capital Markets PLC, 4.875% to 3/22/30 (United Kingdom)a,b,c |
|
11,300,000 | 9,572,512 | |||||||||
|
|
|||||||||||
13,337,512 | ||||||||||||
|
|
|||||||||||
PIPELINES |
1.6% | |||||||||||
Energy Transfer LP, 6.50% to 11/15/26, Series Hb,c |
|
6,600,000 | 5,692,500 | |||||||||
Energy Transfer LP, 7.125% to 5/15/30, Series Ga,b,c |
|
14,600,000 | 12,145,302 | |||||||||
|
|
|||||||||||
17,837,802 | ||||||||||||
|
|
|||||||||||
PIPELINES—FOREIGN |
4.9% | |||||||||||
Enbridge, Inc., 5.50% to 7/15/27, due 7/15/77, Series 2017‑A (Canada)a,b |
|
950,000 | 815,896 |
Principal Amount |
Value | |||||||||||
Enbridge, Inc., 5.75% to 4/15/30, due 7/15/80, Series 20‑A (Canada)a,b |
|
$ | 21,030,000 | $ | 18,634,893 | |||||||
Enbridge, Inc., 6.00% to 1/15/27, due 1/15/77, Series 16‑A (Canada)a,b |
|
2,421,000 | 2,181,053 | |||||||||
Enbridge, Inc., 6.25% to 3/1/28, due 3/1/78 (Canada)a,b |
|
8,605,000 | 7,616,662 | |||||||||
Enbridge, Inc., 7.375% to 10/15/27, due 1/15/83 (Canada)a,b |
|
4,812,000 | 4,551,521 | |||||||||
Enbridge, Inc., 7.625% to 10/15/32, due 1/15/83 (Canada)a,b |
|
10,208,000 | 9,838,754 | |||||||||
Transcanada Trust, 5.50% to 9/15/29, due 9/15/79 (Canada)a,b |
|
4,052,000 | 3,408,745 | |||||||||
Transcanada Trust, 5.60% to 12/7/31, due 3/7/82 (Canada)a,b |
|
8,885,000 | 7,618,888 | |||||||||
|
|
|||||||||||
54,666,412 | ||||||||||||
|
|
|||||||||||
REAL ESTATE—RETAIL—FOREIGN |
0.8% | |||||||||||
Scentre Group Trust 2, 5.125% to 6/24/30, due 9/24/80, 144A (Australia)b,e |
|
11,600,000 | 8,879,218 | |||||||||
|
|
|||||||||||
UTILITIES |
3.3% | |||||||||||
ELECTRIC |
1.6% | |||||||||||
Edison International, 5.00% to 12/15/26, Series Ba,b,c |
|
5,197,000 | 4,222,562 | |||||||||
Sempra Energy, 4.125% to 1/1/27, due 4/1/52b |
|
8,400,000 | 6,336,655 | |||||||||
Sempra Energy, 4.875% to 10/15/25b,c |
|
7,230,000 | 6,585,352 | |||||||||
|
|
|||||||||||
17,144,569 | ||||||||||||
|
|
|||||||||||
ELECTRIC—FOREIGN |
1.5% | |||||||||||
Algonquin Power & Utilities Corp., 4.75% to 1/18/27, due 1/18/82 (Canada)b |
|
10,622,000 | 8,577,265 | |||||||||
Enel SpA, 8.75% to 9/24/23, due 9/24/73, 144A (Italy)b,e |
|
8,496,000 | 8,470,455 | |||||||||
|
|
|||||||||||
17,047,720 | ||||||||||||
|
|
|||||||||||
GAS—DISTRIBUTION |
0.2% | |||||||||||
South Jersey Industries, Inc., 5.02%, due 4/15/31 |
|
2,850,000 | 2,233,207 | |||||||||
|
|
|||||||||||
TOTAL UTILITIES |
|
36,425,496 | ||||||||||
|
|
|||||||||||
TOTAL PREFERRED SECURITIES—CAPITAL SECURITIES (Identified cost—$1,501,708,942) |
|
1,322,484,490 | ||||||||||
|
|
Principal Amount |
Value | |||||||||||
CORPORATE BONDS |
0.4% | |||||||||||
ELECTRIC—FOREIGN |
0.3% | |||||||||||
Enel Finance America LLC, 7.10%,, due 10/14/27, 144A (Italy)a,e |
|
$ | 2,000,000 | $ | 1,995,377 | |||||||
Enel Finance International NV, 7.50%,, due 10/14/32, 144A (Italy)a,e |
|
1,600,000 | 1,604,791 | |||||||||
|
|
|||||||||||
3,600,168 | ||||||||||||
|
|
|||||||||||
INSURANCE—LIFE/HEALTH INSURANCE |
0.1% | |||||||||||
SBL Holdings, Inc., 5.00%,, due 2/18/31, 144Ae |
|
720,000 | 540,726 | |||||||||
|
|
|||||||||||
TOTAL CORPORATE BONDS (Identified cost—$4,145,104) |
|
4,140,894 | ||||||||||
|
|
|||||||||||
Shares | ||||||||||||
SHORT‑TERM INVESTMENTS |
5.2% | |||||||||||
MONEY MARKET FUNDS |
||||||||||||
State Street Institutional Treasury Plus Money Market Fund, Institutional Class, 2.57%h |
|
58,242,443 | 58,242,443 | |||||||||
|
|
|||||||||||
TOTAL SHORT‑TERM INVESTMENTS (Identified cost—$58,242,443) |
|
58,242,443 | ||||||||||
|
|
|||||||||||
PURCHASED OPTION CONTRACTS (Premiums paid—$373,422) |
0.0% | 429,294 | ||||||||||
|
|
|||||||||||
TOTAL INVESTMENTS IN SECURITIES (Identified cost—$2,026,632,049) |
159.5% | 1,768,879,618 | ||||||||||
LIABILITIES IN EXCESS OF OTHER ASSETS |
(59.5) | (660,154,719 | ) | |||||||||
|
|
|
|
|||||||||
NET ASSETS (Equivalent to $20.06 per share based on 55,273,457 shares of common stock outstanding) |
100.0% | $ | 1,108,724,899 | |||||||||
|
|
|
|
Description | Counterparty | Exercise Price/Rate |
Expiration date |
Notional amounti |
Premium paid |
Value | ||||||||||||||||||||||
Put—Euro Currency |
Goldman Sachs International | 0.98 | 1/27/23 | $1,297,000 | $373,422 | $429,294 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional Amount |
Fixed Rate Payable |
Fixed Payment Frequency |
Floating Rate Receivable (resets monthly) |
Floating Payment Frequency |
Maturity Date |
Value | Upfront Receipts (Payments) |
Unrealized Appreciation (Depreciation) |
||||||||||||||||||||||||
$ |
125,000,000 |
0.270% | Monthly | 3.489%j | Monthly | 12/20/24 | $ | 11,206,814 | $ | — | $ | 11,206,814 | ||||||||||||||||||||
35,000,000 |
0.249% | Monthly | 3.489%j | Monthly | 12/20/24 | 3,156,449 | (687 | ) | 3,155,762 | |||||||||||||||||||||||
125,000,000 |
0.360% | Monthly | 3.489%j | Monthly | 12/20/25 | 14,812,472 | — | 14,812,472 | ||||||||||||||||||||||||
35,000,000 |
0.349% | Monthly | 3.489%j | Monthly | 12/20/25 | 4,162,266 | (1,728 | ) | 4,160,538 | |||||||||||||||||||||||
160,000,000 |
0.464% | Monthly | 3.489%j | Monthly | 12/20/26 | 22,870,477 | (3,060 | ) | 22,867,417 | |||||||||||||||||||||||
70,000,000 |
0.930% | Monthly | 3.443%j | Monthly | 9/15/27 | 9,981,738 | — | 9,981,738 | ||||||||||||||||||||||||
GBP |
28,000,000 |
0.900% | Monthly | 2.185%k | Monthly | 9/15/27 | 4,700,092 | — | 4,700,092 | |||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
$ | 70,890,308 | $ | (5,475 | ) | $ | 70,884,833 | ||||||||||||||||||||||||||
|
Counterparty | Contracts to Deliver |
In Exchange For |
Settlement Date |
Unrealized Appreciation (Depreciation) |
||||||||||||||||
Brown Brothers Harriman |
CAD | 8,903,650 | USD | 6,458,191 | 11/2/22 | $ | (77,321 | ) | ||||||||||||
Brown Brothers Harriman |
EUR | 56,174,747 | USD | 55,099,956 | 11/2/22 | (414,722 | ) | |||||||||||||
Brown Brothers Harriman |
GBP | 14,220,798 | USD | 15,832,868 | 11/2/22 | (475,537 | ) | |||||||||||||
Brown Brothers Harriman |
USD | 327,883 | CAD | 452,343 | 11/2/22 | 4,148 | ||||||||||||||
Brown Brothers Harriman |
USD | 6,195,110 | CAD | 8,451,307 | 11/2/22 | 8,370 | ||||||||||||||
Brown Brothers Harriman |
USD | 55,514,694 | EUR | 56,174,747 | 11/2/22 | (16 | ) | |||||||||||||
Brown Brothers Harriman |
USD | 6,649,408 | GBP | 5,774,712 | 11/2/22 | (26,971 | ) | |||||||||||||
Brown Brothers Harriman |
USD | 2,954,576 | GBP | 2,574,807 | 11/2/22 | (1,788 | ) | |||||||||||||
Brown Brothers Harriman |
USD | 1,130,744 | GBP | 1,000,000 | 11/2/22 | 16,056 | ||||||||||||||
Brown Brothers Harriman |
USD | 5,530,533 | GBP | 4,871,279 | 11/2/22 | 55,847 | ||||||||||||||
Brown Brothers Harriman |
CAD | 8,508,200 | USD | 6,237,546 | 12/2/22 | (8,842 | ) | |||||||||||||
Brown Brothers Harriman |
EUR | 56,963,585 | USD | 56,410,469 | 12/2/22 | (3,629 | ) | |||||||||||||
Brown Brothers Harriman |
GBP | 6,560,727 | USD | 7,560,188 | 12/2/22 | 30,183 | ||||||||||||||
|
||||||||||||||||||||
$ | (894,222 | ) | ||||||||||||||||||
|
CAD |
Canadian Dollar | |
CMT |
Constant Maturity Treasury | |
EMTN |
Euro Medium Term Note | |
EUR |
Euro Currency | |
FRN |
Floating Rate Note | |
GBP |
Great British Pound | |
LIBOR |
London Interbank Offered Rate | |
TruPS |
Trust Preferred Securities | |
USD |
United States Dollar |
† | Represents shares. |
a | All or a portion of the security is pledged as collateral in connection with the Fund’s revolving credit agreement. $1,012,625,093 in aggregate has been pledged as collateral. |
b | Security converts to floating rate after the indicated fixed-rate coupon period. |
c | Perpetual security. Perpetual securities have no stated maturity date, but they may be called/redeemed by the issuer. |
d | Variable rate. Rate shown is in effect at October 31, 2022. |
e | 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 $251,988,264 which represents 22.7% of the net assets of the Fund, of which 0.0% are illiquid. |
f | Securities exempt from registration under Regulation S of the Securities Act of 1933. These securities are subject to resale restrictions. Aggregate holdings amounted to $161,898,518 which represents 14.6% of the net assets of the Fund, of which 0.0% are illiquid. |
g | 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 $324,963,642 which represents 29.3% of the net assets of the Fund (18.1% of the managed assets of the Fund). |
h | Rate quoted represents the annualized seven‑day yield. |
i | Represents the nominal payout amount. |
j | Based on 1‑Month LIBOR. Represents rates in effect at October 31, 2022. |
k | Based on 1‑Month GBP SONIA. Represents rates in effect at October 31, 2022. |
Country Summary | % of Managed Assets |
|||
United States |
62.9 | |||
United Kingdom |
6.8 | |||
Canada |
6.6 | |||
France |
6.5 | |||
Switzerland |
4.1 | |||
Italy |
2.0 | |||
Spain |
1.4 | |||
Japan |
1.3 | |||
Australia |
1.0 | |||
Germany |
0.8 | |||
Netherlands |
0.6 | |||
Ireland |
0.5 | |||
Other (includes short-term investments) |
5.5 | |||
|
|
|||
100.0 | ||||
|
|
ASSETS: |
| |||
Investments in securities, at value (Identified cost—$2,026,632,049) |
$ | 1,768,879,618 | ||
Cash collateral pledged for interest rate swap contracts |
12,609,303 | |||
Foreign currency, at value (Identified cost—$260,908) |
259,818 | |||
Receivable for: |
||||
Dividends and interest |
21,297,340 | |||
Investment securities sold |
4,198,281 | |||
Variation margin on interest rate swap contracts |
1,101,124 | |||
Unrealized appreciation on forward foreign currency exchange contracts |
114,604 | |||
Other assets |
54,097 | |||
|
|
|||
Total Assets |
1,808,514,185 | |||
|
|
|||
LIABILITIES: |
||||
Unrealized depreciation on forward foreign currency exchange contracts |
1,008,826 | |||
Payable for: |
||||
Credit agreement |
682,844,384 | |||
Investment securities purchased |
10,240,886 | |||
Interest expense |
2,224,253 | |||
Investment management fees |
1,518,836 | |||
Dividends and distributions declared |
1,008,081 | |||
Cash collateral received for over‑the‑counter option contracts |
260,000 | |||
Due to custodian |
163,757 | |||
Administration fees |
91,130 | |||
Trustees’ fees |
4,028 | |||
Other liabilities |
425,105 | |||
|
|
|||
Total Liabilities |
699,789,286 | |||
|
|
|||
NET ASSETS |
$ | 1,108,724,899 | ||
|
|
|||
NET ASSETS consist of: |
||||
Paid‑in capital |
$ | 1,361,007,115 | ||
Total distributable earnings/(accumulated loss) |
(252,282,216 | ) | ||
|
|
|||
$ | 1,108,724,899 | |||
|
|
|||
NET ASSET VALUE PER SHARE: |
||||
($1,108,724,899 ÷ 55,273,457 shares outstanding) |
$ | 20.06 | ||
|
|
|||
MARKET PRICE PER SHARE |
$ | 17.59 | ||
|
|
|||
MARKET PRICE PREMIUM (DISCOUNT) TO NET ASSET VALUE PER SHARE |
(12.31 | )% | ||
|
|
Investment Income: |
| |||
Interest income (net of $14,416 of foreign withholding tax) |
$ | 61,513,124 | ||
Dividend income (net of $72,375 of foreign withholding tax) |
30,045,020 | |||
|
|
|||
Total Investment Income |
91,558,144 | |||
|
|
|||
Expenses: |
||||
Investment management fees |
19,540,575 | |||
Interest expense |
13,171,187 | |||
Administration fees |
1,280,954 | |||
Professional fees |
113,005 | |||
Custodian fees and expenses |
37,022 | |||
Line of credit fees |
32,000 | |||
Trustees’ fees and expenses |
29,335 | |||
Transfer agent fees and expenses |
17,085 | |||
Shareholder reporting expenses |
14,308 | |||
Miscellaneous |
50,841 | |||
|
|
|||
Total Expenses |
34,286,312 | |||
|
|
|||
Net Investment Income (Loss) |
57,271,832 | |||
|
|
|||
Net Realized and Unrealized Gain (Loss): |
||||
Net realized gain (loss) on: |
||||
Investments in securities |
(64,070,738 | ) | ||
Interest rate swap contracts |
3,827,691 | |||
Forward foreign currency exchange contracts |
20,201,400 | |||
Foreign currency transactions |
(336,769 | ) | ||
|
|
|||
Net realized gain (loss) |
(40,378,416 | ) | ||
|
|
|||
Net change in unrealized appreciation (depreciation) on: |
||||
Investments in securities |
(309,397,694 | ) | ||
Interest rate swap contracts |
55,494,255 | |||
Forward foreign currency exchange contracts |
(595,923 | ) | ||
Foreign currency translations |
7,219,266 | |||
|
|
|||
Net change in unrealized appreciation (depreciation) |
(247,280,096 | ) | ||
|
|
|||
Net Realized and Unrealized Gain (Loss) |
(287,658,512 | ) | ||
|
|
|||
Net Increase (Decrease) in Net Assets Resulting from Operations |
$ | (230,386,680 | ) | |
|
|
For the Year Ended October 31, 2022 |
For the Year Ended October 31, 2021 |
|||||||
Change in Net Assets: |
||||||||
From Operations: |
||||||||
Net investment income (loss) |
$ | 57,271,832 | $ | 56,055,086 | ||||
Net realized gain (loss) |
(40,378,416 | ) | 9,345,375 | |||||
Net change in unrealized appreciation (depreciation) |
(247,280,096 | ) | 65,672,187 | |||||
|
|
|
|
|||||
Net increase (decrease) in net assets resulting from operations |
(230,386,680 | ) | 131,072,648 | |||||
|
|
|
|
|||||
Distributions to shareholders |
(89,607,854 | ) | (79,034,008 | ) | ||||
Tax return of capital to shareholders |
(4,743,937 | ) | — | |||||
|
|
|
|
|||||
Total distributions |
(94,351,791 | ) | (79,034,008 | ) | ||||
|
|
|
|
|||||
Capital Stock Transactions: |
||||||||
Increase (decrease) in net assets from Fund share transactions |
— | 131,775,990 | ||||||
|
|
|
|
|||||
Total increase (decrease) in net assets |
(324,738,471 | ) | 183,814,630 | |||||
Net Assets: |
||||||||
Beginning of period |
1,433,463,370 | 1,249,648,740 | ||||||
|
|
|
|
|||||
End of period |
$ | 1,108,724,899 | $ | 1,433,463,370 | ||||
|
|
|
|
Increase (Decrease) in Cash: |
||||
Cash Flows from Operating Activities: |
||||
Net increase (decrease) in net assets resulting from operations |
$ | (230,386,680 | ) | |
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by operating activities: |
||||
Purchases of long-term investments |
(790,965,235 | ) | ||
Proceeds from sales and maturities of long-term investments |
779,506,564 | |||
Net purchases, sales and maturities of short-term investments |
(53,343,120 | ) | ||
Net amortization of premium on investments in securities |
22,738,269 | |||
Net decrease in dividends and interest receivable and other assets |
196,327 | |||
Net increase in payable for cash collateral received for over-the-counter option contracts |
260,000 | |||
Net increase in interest expense payable, accrued expenses and other liabilities |
1,526,317 | |||
Net increase in receivable for variation margin on interest rate swap contracts |
(943,902 | ) | ||
Net change in unrealized depreciation on investments in securities |
309,397,694 | |||
Amortization of line of credit fees |
32,000 | |||
Net change in unrealized depreciation on forward foreign currency exchange contracts |
595,923 | |||
Net realized loss on investments in securities |
64,070,738 | |||
|
|
|||
Cash provided by operating activities |
102,684,895 | |||
|
|
|||
Cash Flows from Financing Activities: |
||||
Net decrease in payable for revolving credit agreement |
(7,317,789 | ) | ||
Dividends and distributions paid |
(94,716,659 | ) | ||
|
|
|||
Cash used for financing activities |
(102,034,448 | ) | ||
|
|
|||
Increase (decrease) in cash and restricted cash |
650,447 | |||
Cash and restricted cash at beginning of year (including foreign currency) |
12,218,674 | |||
|
|
|||
Cash and restricted cash at end of year (including foreign currency) |
$ | 12,869,121 | ||
|
|
Restricted cash |
$ | 12,609,303 | ||
Foreign currency |
259,818 | |||
|
|
|||
Total cash and restricted cash shown on the Statement of Cash Flows |
$ | 12,869,121 | ||
|
|
For the Year Ended October 31, |
For the Period October 28, 2020a through October 31, 2020 |
|||||||||||
Per Share Operating Data: | 2022 | 2021 | ||||||||||
Net asset value, beginning of period |
$25.93 | $24.99 | $25.00 | |||||||||
|
|
|
|
|
|
|||||||
Income (loss) from investment operations: |
| |||||||||||
Net investment income (loss)b |
1.04 | 1.02 | (0.01 | ) | ||||||||
Net realized and unrealized gain (loss) |
(5.20 | ) | 1.35 | (0.00 | )c | |||||||
|
|
|
|
|
|
|||||||
Total from investment operations |
(4.16 | ) | 2.37 | (0.01 | ) | |||||||
|
|
|
|
|
|
|||||||
Less dividends and distributions to shareholders from: |
| |||||||||||
Net investment income |
(1.51 | ) | (1.42 | ) | — | |||||||
Net realized gain |
(0.11 | ) | (0.01 | ) | — | |||||||
Tax return of capital |
(0.09 | ) | — | — | ||||||||
|
|
|
|
|
|
|||||||
Total dividends and distributions to shareholders |
(1.71 | ) | (1.43 | ) | — | |||||||
|
|
|
|
|
|
|||||||
Net increase (decrease) in net asset value |
(5.87 | ) | 0.94 | (0.01 | ) | |||||||
|
|
|
|
|
|
|||||||
Net asset value, end of period |
$20.06 | $25.93 | $24.99 | |||||||||
|
|
|
|
|
|
|||||||
Market value, end of period |
$17.59 | $24.97 | $25.00 | |||||||||
|
|
|
|
|
|
|||||||
Total net asset value returnd |
-16.09 | % | 9.77 | % | -0.04 | %e | ||||||
|
|
|
|
|
|
|||||||
Total market value returnd |
-23.59 | % | 5.66 | % | 0.00 | %e | ||||||
|
|
|
|
|
|
|||||||
For the Year Ended October 31, |
For the Period October 28, 2020a through October 31, 2020 |
|||||||||||
Ratios/Supplemental Data: | 2022 | 2021 | ||||||||||
Net assets, end of period (in millions) |
$1,108.7 | $1,433.5 | $1,249.6 | |||||||||
|
|
|
|
|
|
|||||||
Ratios to average daily net assets: |
||||||||||||
Expenses |
2.71 | % | 2.01 | % | 1.24 | %f | ||||||
|
|
|
|
|
|
|||||||
Expenses (excluding interest expense) |
1.67 | % | 1.61 | % | 1.24 | %f | ||||||
|
|
|
|
|
|
|||||||
Net investment income (loss) |
4.52 | % | 3.97 | % | (1.22 | )%f | ||||||
|
|
|
|
|
|
|||||||
Ratio of expenses to average daily managed assetsg |
1.75 | % | 1.40 | % | 1.24 | %f | ||||||
|
|
|
|
|
|
|||||||
Portfolio turnover rate |
41 | % | 47 | % | 0 | %e | ||||||
|
|
|
|
|
|
|||||||
Revolving Credit Agreement |
||||||||||||
Asset coverage ratio for revolving credit agreement |
262 | % | 308 | % | N/A | |||||||
|
|
|
|
|
|
|||||||
Asset coverage per $1,000 for revolving credit agreement |
$2,624 | $3,077 | N/A | |||||||||
|
|
|
|
|
|
|||||||
Amount of loan outstanding (in millions) |
$682.8 | $690.2 | N/A | |||||||||
|
|
|
|
|
|
a | Commencement of investment operations. |
b | Calculation based on average shares outstanding. |
c | Amount is less than $0.005. |
d | 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. |
e | Not annualized. |
f | Ratios for periods less than one year are annualized. Certain professional, shareholder reporting and non‑recurring expenses incurred by the Fund are not annualized for periods less than one year. |
g | Average daily managed assets represent net assets plus the outstanding balance of the revolving credit agreement. |
• | 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) |
Quoted Prices in Active Markets for Identical Investments (Level 1) |
Other Significant Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Total | |||||||||||||
Preferred Securities—$25 Par Value |
$ | 383,582,497 | $ | $ | — | $ | 383,582,497 | |||||||||
Preferred Securities—Capital Securities |
— | 1,322,484,490 | — | 1,322,484,490 | ||||||||||||
Corporate Bonds |
— | 4,140,894 | — | 4,140,894 | ||||||||||||
Short-Term Investments |
— | 58,242,443 | — | 58,242,443 | ||||||||||||
Purchased Option contracts |
— | 429,294 | — | 429,294 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Investments in Securitiesa |
$ | 383,582,497 | $ | 1,385,297,121 | $ | — | $ | 1,768,879,618 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Forward Foreign Currency Exchange Contracts |
$ | — | $ | 114,604 | $ | — | $ | 114,604 | ||||||||
Interest Rate Swap Contracts |
— | 70,884,833 | — | 70,884,833 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Derivative Assetsa |
$ | — | $ | 70,999,437 | $ | — | $ | 70,999,437 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Forward Foreign Currency Exchange Contracts |
$ | — | $ | (1,008,826 | ) | $ | — | $ | (1,008,826 | ) | ||||||
|
|
|
|
|
|
|
|
|||||||||
Total Derivative Liabilitiesa |
$ | — | $ | (1,008,826 | ) | $ | — | $ | (1,008,826 | ) | ||||||
|
|
|
|
|
|
|
|
a | Portfolio holdings are disclosed individually on the Schedule of Investments. |
Preferred Securities—Capital Securities—Food |
||||
Balance as of October 31, 2021 |
$ | 6,331,500 | ||
Sales |
(6,300,000 | ) | ||
Realized Gain (Loss) |
340,375 | |||
Change in unrealized appreciation (depreciation) |
(371,875 | ) | ||
|
|
|||
Balance as of October 31, 2022 |
$ | — | ||
|
|
Ex‑Date |
Record Date |
Payable Date | Amount | |||
11/15/22 | 11/16/22 |
11/30/22 | $0.130 | |||
12/13/22 | 12/14/22 |
12/30/22 | $0.130 | |||
1/17/23 | 1/18/23 |
1/31/23 | $0.134 | |||
2/14/23 | 2/15/23 |
2/28/23 | $0.134 | |||
3/14/23 | 3/15/23 |
3/31/23 | $0.134 |
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 |
|
$ | 70,884,833 | b | — | $ | — | |||||||
Foreign Currency Exchange Risk: | ||||||||||||||||
Purchased Option Contracts—Over‑the‑Counter |
|
Investments in securities, at value |
|
429,294 | — | — | ||||||||||
Forward Foreign Currency Exchange Contractsc |
Unrealized appreciation | 114,604 | Unrealized depreciation | 1,008,826 |
a | Not subject to a master netting agreement or another similar arrangement. |
b | Amount represents the cumulative net 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. |
c | Forward foreign currency exchange contracts executed with Brown Brothers Harriman are not subject to a master netting agreement or another similar arrangement. |
Derivatives |
Location |
Realized Gain (Loss) |
Change in Unrealized Appreciation (Depreciation) |
|||||||
Equity Risk: |
||||||||||
Purchased Option Contractsa |
Net Realized and Unrealized Gain (Loss) | $ | (137,582 | ) | $ | — | ||||
Interest Rate Risk: |
||||||||||
Interest Rate Swap Contracts |
Net Realized and Unrealized Gain (Loss) | 3,827,691 | 55,494,255 | |||||||
Foreign Currency Exchange Risk: |
||||||||||
Purchased Option Contractsa |
Net Realized and Unrealized Gain (Loss) | 7,000 | 55,872 | |||||||
Forward Foreign Currency Exchange Contracts |
Net Realized and Unrealized Gain (Loss) | 20,201,400 | (595,923 | ) |
a | Purchased options are included in net realized gain (loss) and change in unrealized appreciation (depreciation) on investments in securities. |
Derivative Financial Instruments | Assets | Liabilities | ||||||
Foreign Currency Exchange Risk: |
||||||||
Purchased Option Contractsa |
$ | 429,294 | $ | — |
a | Purchased options are included in investments in securities, at value on the Statement of Assets & Liabilities. |
Counterparty | Gross Amount of Assets Presented in the Statement of Assets and Liabilities |
Financial Instruments and Derivatives Available for Offset |
Collateral Receiveda |
Net Amount of Derivative Assetsb |
||||||||||||
Goldman Sachs International |
$ | 429,294 | $ | — | $ | (260,000 | ) | $ | 169,294 |
a | Collateral received or pledged is limited to the net derivative asset or net derivative liability amounts. Actual collateral amounts received or pledged may be higher than amounts above. |
b | Net amount represents the net receivable from the counterparty or net payable due to the counterparty in the event of default. |
Purchased Option Contractsa,b |
Interest Rate Swap Contracts |
Forward Foreign Currency Exchange Contracts |
||||||||||
Average Notional Amount |
$ | 1,380,255 | $ | 585,387,262 | $ | 111,704,420 |
a | Notional amount for binary option contracts represents the nominal payout amount. |
b | 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 four months for purchased option contracts. |
For the Year Ended October 31, 2022 |
For the Year Ended October 31, 2021 |
|||||||
Ordinary income |
$ | 87,878,955 | $ | 79,034,008 | ||||
Long-term capital gain |
1,728,899 | — | ||||||
Return of capital |
4,743,937 | — | ||||||
|
|
|
|
|||||
Total dividends and distributions |
$ | 94,351,791 | $ | 79,034,008 | ||||
|
|
|
|
Cost of investments in securities for federal income tax purposes |
$ | 2,044,846,445 | ||
|
|
|||
Gross unrealized appreciation on investments |
$ | 1,742,406 | ||
Gross unrealized depreciation on investments |
(200,911,880 | ) | ||
|
|
|||
Net unrealized appreciation (depreciation) on investments |
$ | (199,169,474 | ) | |
|
|
Assumed Portfolio Total Return |
-10 | % | -5 | % | 0 | % | 5 | % | 10 | % | ||||||||||
Common Share Total Return |
( |
)% | ( |
)% | ( |
)% | % | % |
• | Deferral and Omission Risk. Preferred securities may include provisions that permit the issuer, at its discretion, to defer or omit distributions for a stated period without any adverse consequences to the issuer. In certain cases, deferring or omitting distributions may be mandatory. If the Fund owns a preferred security that is deferring its distributions, the Fund may be required to report income for tax purposes although it has not yet received such income. In addition, recent changes in bank regulations may increase the likelihood for issuers to defer or omit distributions. |
• | Credit and Subordination Risk. Credit risk is the risk that a preferred security in the Fund’s portfolio 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 generally subordinated to bonds and other debt instruments in a company’s capital structure in terms of having priority to corporate income, claims to corporate assets and liquidation payments, and therefore will be subject to greater credit risk than more senior debt instruments. |
• | Interest Rate Risk. Interest rate risk is the risk that preferred securities will decline in value because of changes in market interest rates. When market interest rates rise, the market value |
of such securities generally will fall, and therefore the Fund may underperform during periods of rising interest rates. The Fund may be subject to a greater risk of rising interest rates than would normally be the case due to the current period of historically low rates and the effect of government monetary policy initiatives and resulting market reaction to those initiatives. Preferred securities without maturities or with longer periods before maturity may be more sensitive to interest rate changes. |
• | Prepayment and Extension Risk. Prepayment risk is the risk that changes in interest rates, credit spreads or other factors will result in the call (repayment) of a preferred security more quickly than expected, such that the Fund may have to invest the proceeds in lower yielding securities, or that expectations of such early call will negatively impact the market price of the security. Extension risk is the risk that changes in the interest rates or credit spreads may result in diminishing call expectations, which can cause prices to fall. |
• | Floating-Rate and Fixed‑to‑Floating‑Rate Securities Risk. The market value of floating-rate securities is a reflection of discounted expected cash flows based on expectations for future interest rate resets. The market value of such securities may fall in a declining interest rate environment and may also fall in a rising interest rate environment if there is a lag between the rise in interest rates and the reset. This risk may also be present with respect to fixed‑to‑floating‑rate securities in which the Fund may invest. A secondary risk associated with declining interest rates is the risk that income earned by the Fund on floating-rate and fixed‑to‑floating‑rate securities will decline due to lower coupon payments on floating-rate securities. |
• | Call, Reinvestment and Income Risk. During periods of declining interest rates, an issuer may be able to exercise an option to redeem its issue at par earlier than scheduled which is generally known as call risk. Recent regulatory changes may increase call risk with respect to certain types of preferred securities. If this occurs, the Fund may be forced to reinvest in lower yielding securities. This is known as reinvestment risk. Preferred securities frequently have call features that allow the issuer to repurchase the security prior to its stated maturity. An issuer may redeem preferred securities if the issuer can refinance the preferred securities at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer, or in the event of regulatory changes affecting the capital treatment of a security. Another risk associated with a declining interest rate environment is that the income from the Fund’s portfolio may decline over time when the Fund invests the proceeds from new share sales at market rates that are below the portfolio’s current earnings rate. |
• | Liquidity Risk. Certain preferred securities may be substantially less liquid than many other securities, such as common stocks or U.S. government securities. Illiquid securities involve the risk that the securities will not be able to be sold at the time desired by the Fund or at prices approximating the value at which the Fund is carrying the securities on its books. |
• | Limited Voting Rights Risk. Generally, traditional preferred securities offer no voting rights with respect to the issuer unless preferred dividends have been in arrears for a specified number of periods, at which time the preferred security holders may elect a number of directors to the issuer’s board of directors. Generally, once all the arrearages have been paid, the preferred security holders no longer have voting rights. Hybrid-preferred security holders generally have no voting rights. |
• | Special Redemption Rights. In certain varying circumstances, an issuer of preferred securities may redeem the securities prior to a specified date. For instance, for certain types of preferred securities, a redemption may be triggered by a change in U.S. federal income tax or securities laws. As with call provisions, a redemption by the issuer may have a negative impact on the return of the security held by the Fund. See “Call, Reinvestment and Income Risk” above and “Regulatory Risk” below. |
• | New Types of Securities. From time to time, preferred securities, including hybrid-preferred securities and contingent capital securities, have been, and may in the future be, offered having features other than those described herein. The Fund reserves the right to invest in these securities if the investment manager believes that doing so would be consistent with the Fund’s investment objectives and policies. Since the market for these instruments would be new, the Fund may have difficulty disposing of them at a suitable price and time. In addition to limited liquidity, these instruments may present other risks, such as high price volatility. |
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 Trustee (Including the Fund) |
Length of Time Served3 | |||||||
Interested Trustees4 | ||||||||||||
Joseph M. Harvey5 1963 |
Trustee, Chairman | Until Next Election of Trustees | President of Cohen & Steers Capital Management, Inc. (CSCM or the Advisor) (since 2003) and President of Cohen & Steers, Inc. (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. | 21 | Since 2014 | |||||||
Adam M. Derechin6 1964 |
Trustee | Until Next Election of Trustees | Chief Operating Officer of CSCM since 2003 and CNS since 2004. President and Chief Executive Officer of the Funds from 2005 to 2021. | 21 | Since 2021 | |||||||
Independent Directors | ||||||||||||
Michael G. Clark 1965 |
Trustee | Until Next Election of Trustees | CFA; From 2006 to 2011, President and Chief Executive Officer of DWS Funds and Managing Director of Deutsche Asset Management. | 21 | Since 2011 |
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 Trustee (Including the Fund) |
Length of Time Served3 | |||||
George Grossman 1953 |
Trustee | Until Next Election of Trustees | Attorney‑at‑law. | 21 | Since 1993 | |||||
Dean A. Junkans 1959 |
Trustee | Until Next Election of Trustees | CFA; Advisor to SigFig (a registered investment advisor) since July, 2018; 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; former Adjunct Professor and Executive-In-Residence, Bethel University, 2015 to 2022; former Board Member and Investment Committee member, Bethel University Foundation, 2010 to 2022; former Corporate Executive Board Member of the National Chief Investment Officers Circle, 2010 to 2015; formerly, Member of the Board of Governors of the University of Wisconsin Foundation, River Falls, 1996 to 2004; U.S. Army Veteran, Gulf War. | 21 | Since 2015 |
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 Trustee (Including the Fund) |
Length of Time Served3 | |||||
Gerald J. Maginnis 1955 |
Trustee | Until Next Election of Trustees | 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 from 2015 to 2020; Board member and Audit Committee Chairman of inTEST Corporation since 2020; Chairman of the Advisory Board of Centri Consulting LLC since 2022. | 21 | Since 2015 | |||||
Jane F. Magpiong 1960 |
Trustee | Until Next Election of Trustees | 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; President, Bank of America Private Bank from 2005 to 2008; and prior to that, Executive Vice President, Fleet Private Clients Group, from 2003 to 2004. | 21 | Since 2015 |
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 Trustee (Including the Fund) |
Length of Time Served3 | |||||
Daphne L. Richards 1966 |
Trustee | Until Next Election of Trustees | President and CIO of Ledge Harbor Management since 2016; Investment Committee Member of the Berkshire Taconic Community Foundation since 2015 and Member of the Advisory Board of Northeast Dutchess Fund since 2016; former Independent Director of Cartica Management, LLC, 2015 to 2022; formerly, worked at Bessemer Trust Company from 1999 to 2014; Frank Russell Company from 1996 to 1999. Union Bank of Switzerland from 1993 to 1996; Credit Suisse from 1990 to 1993; and Hambros International Venture Capital Fund from 1988 to 1989. | 21 | Since 2017 |
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 Trustee (Including the Fund) |
Length of Time Served3 | |||||
Ramona Rogers‑Windsor7 1960 |
Trustee | Until Next Election of Trustees | CFA; Member, Capital Southwest Board of Directors since March 2021; member, Thomas Jefferson University Board of Trustees since 2020; Managing Director, Public Investments Department, Northwestern Mutual Investment Management Company, LLC from 2012 to 2019; member, Milwaukee Film, LLC Board of Directors from 2016 to 2019. | 21 | Since 2021 |
1 | The address for each trustee is 280 Park Avenue, New York, NY 10017. |
2 | On March 12, 2008, the Board of Trustees adopted a mandatory retirement policy stating a Trustee 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 Trustee 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 Trustees). |
5 | Robert H. Steers resigned from the Fund’s Board of Trustees and role as Chairman, effective December 7, 2021. The Board of Trustees has appointed Joseph M. Harvey to succeed Mr. Steers as Chairman, effective December 7, 2021. |
6 | Mr. Derechin was elected as a Trustee of each of the Funds in the Cohen & Steers Fund Complex by each applicable Fund’s Board of Trustees on December 7, 2021. |
7 | Ms. Rogers-Windsor was elected as a Trustee of each of the Funds in the Cohen & Steers Fund Complex by each applicable Fund’s Board of Trustees on March 8, 2021. |
Name, Address and Year of Birth1 |
Position(s) Held With Fund |
Principal Occupation During At Least the Past 5 Years |
Length of Time Served2 | |||
James Giallanza 1966 |
President and Chief Executive Officer | Executive Vice President of CSCM since 2014 and Prior to that, Senior Vice President of CSCM since 2006. |
Since 2006 | |||
Albert Laskaj 1977 |
Treasurer and Chief Financial Officer | Senior Vice President of CSCM since 2019. Prior to that, Vice President of CSCM since 2015. | Since 2015 | |||
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 | |||
Stephen Murphy 1966 |
Chief Compliance Officer and 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, VP & Chief Compliance Officer of Weiss Multi-Strategy Adviser LLC since 2011. | Since 2019 | |||
William F. Scapell 1967 |
Vice President | Executive Vice President of CSCM since 2014, Prior to that, Senior Vice President of CSCM since 2003. | Since 2003 | |||
Elaine Zaharis-Nikas 1973 |
Vice President | Senior Vice President of CSCM since 2014. Prior to that, Vice President of CSCM since 2005. | Since 2015 |
1 | The address of each officer is 280 Park Avenue, New York, NY 10017. |
2 | Officers serve one‑year terms. The length of time served represents the year in which the officer was first elected as an officer of any fund in the Cohen & Steers fund complex. All of the officers listed above are officers of one or more of the other funds in the complex. |
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 |
Who we are | ||
Who is providing this notice? | Cohen & Steers Capital Management, Inc., Cohen & Steers Asia Limited, Cohen & Steers Japan Limited, Cohen & Steers UK Limited, Cohen & Steers Ireland 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. |
• | Designed for investors seeking total return, investing primarily in U.S. real estate securities |
• | Symbols: CSJAX, CSJCX, CSJIX, CSRSX, CSJRX, CSJZX |
• | Designed for investors seeking total return, investing primarily in U.S. real estate securities |
• | Symbols: CSEIX, CSCIX, CREFX, CSDIX, CIRRX, CSZIX |
• | Designed for institutional investors seeking total return, investing primarily in U.S. real estate securities |
• | Symbol: CSRIX |
• | Designed for investors seeking total return, investing primarily in global real estate equity securities |
• | Symbols: CSFAX, CSFCX, CSSPX, GRSRX, CSFZX |
• | Designed for investors seeking total return, investing primarily in international (non‑U.S.) real estate securities |
• | Symbols: IRFAX, IRFCX, IRFIX, IRFRX, IRFZX |
• | 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 |
• | 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 |
• | 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, LPXFX, LPXIX, LPXRX, LPXZX |
• | 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 |
• | Designed for investors seeking total return, investing primarily in global infrastructure securities |
• | Symbols: CSUAX, CSUCX, CSUIX, CSURX, CSUZX |
• | 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 |
Item 2. Code of Ethics.
The registrant has adopted a code of ethics as defined in Item 2 of Form N-CSR that applies to its Principal Executive Officer and Principal Financial Officer (the “Code of Ethics”). The Code of Ethics was in effect during the reporting period. In December 2021, the registrant amended the Code of Ethics to reflect the registrant’s current Principal Executive Officer and Principal Financial Officer. 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://assets.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. The registrant’s board has determined that Ramona Rogers-Windsor qualifies as an audit committee financial expert based on her years of experience in the investment management and financial services industry. Each of Messrs. Maginnis and Clark and Ms. Rogers-Windsor 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) The registrant commenced operations on October 28, 2020. Aggregate fees billed to the registrant for the fiscal years ended October 31, 2022 and October 31, 2021 for professional services rendered by the registrant’s principal accountant were as follows:
2022 | 2021 | |||
Audit Fees |
$46,028 | $44,258 | ||
Audit-Related Fees |
$0 | $0 | ||
Tax Fees |
$6,301 | $6,059 | ||
All Other Fees |
$0 | $0 |
Audit-related fees were for agreed-upon procedures in connection with the Fund’s initial public offering and overallotment option. 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) The registrant commenced operations on October 28, 2020. For the fiscal years ended October 31, 2022 and October 31, 2021, 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:
2022 | 2021 | |||
Registrant |
$6,301 | $6,059 | ||
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, George Grossman and Ramona Rogers-Windsor.
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 duties, 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 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 vote. |
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
Board and Director Proposals
Election of Directors
Voting for Director 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, 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) 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, or fiduciary responsibilities at the company; |
• | Material failures of risk oversight including, but not limited to: |
• | Bribery; |
• | Large or serial fines from regulatory bodies; |
• | Demonstrably poor risk oversight of environmental and social issues, including climate change; |
• | Significant adverse legal judgments or settlements; |
• | Hedging of company stock by employees or directors of a company; or |
• | Significant pledging of company stock in the aggregate by officers or directors of a company; |
• | Whether the board has oversight of material climate-related risks and opportunities including, but not limited to: |
• | The transition and physical risks the company faces related to climate change on its operations and investment in terms of the impact on its business and financial condition, including the company’s related disclosures; |
• | How the board identifies, measures and manages such risks; and |
• | The board’s oversight of climate-related risk as a part of governance, strategy, risk management, and metrics and targets; |
• | Actions related to a nominee’s service on other boards that raise substantial doubt about such nominee’s ability to effectively oversee management and serve the best interests of shareholders at any company; and |
• | In the case of a nominee that is the chair of the nominating committee (or other directors on a case-by-case basis), whether the company’s board lacks diversity including, but not limited to, diversity of gender, ethnicity, race and background. |
Voting for Director Nominees in Contested Elections
Votes in a contested election of directors are evaluated on a case-by-case basis considering the long-term financial performance of the company relative to its industry management’s track record, the qualifications of the nominees and other relevant factors.
1 | For example, in the UK, independent directors of publicly traded companies with tenure exceeding nine (9) years are reclassified as non-independent unless the company can explain why they remain independent. |
Board Composition and Gender Diversity
We encourage companies to continue to evolve diversity and inclusion practices. We generally vote against the chair of the nominating committee (or other directors on a case-by-case basis) at companies where the post-election board contains no female directors if the board has not included a female director during the last 12 months and the company has not articulated a plan to include a qualified female nominee.
Non-Disclosure of Board Nominees
Cohen & Steers generally votes against the election of director nominees if the names of the nominees are not disclosed prior to the meeting. However, Cohen & Steers recognizes that companies in certain emerging markets may have legitimate reasons for not disclosing nominee names. In such cases, if a company discloses a legitimate reason why such nominee names have not been disclosed, Cohen & Steers may vote for the nominees even if nominee names are not disclosed.
Majority Vote Requirement for Directors (SP)2
Cohen & Steers generally votes for proposals asking 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.
Separation of Chairman and CEO (SP)
Cohen & Steers generally votes for proposals to separate the CEO and chairman positions. However, Cohen & Steers does recognize 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.
Independent Chairman (SP)
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 Director (SP)
In cases where the CEO and chairman roles are combined or the chairman is not independent, Cohen & Steers votes for the appointment of a lead independent director.
Board Independence (SP)
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.
In general, 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 (SP)
Cohen & Steers generally votes for proposals to limit the size of the board to 15 members or less.
2 | “SP” refers to a shareholder proposal. |
Classified Boards (SP)
Cohen & Steers generally votes in favor of proposals to declassify boards 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 and strategic decisions and (ii) the proposal is in the best interests of shareholders.
Tiered Boards (non-U.S.)
Cohen & Steers votes in favor of unitary boards as opposed to tiered board structures. Cohen & Steers believes that unitary boards offer flexibility while, with a tiered structure, there is a risk of upper tier directors becoming remote from the business, while lower tier directors become deprived of contact with outsiders of wider experience. No director should be excluded from the requirement to submit him/herself for re-election on a regular basis.
Independent Committees (SP)
Cohen & Steers votes for proposals requesting that a board’s audit, compensation and nominating committees consist only of independent directors.
Adoption of a Board with Audit Committee Structure (JAPAN)
Cohen & Steers votes for article amendments to adopt a board with an audit committee structure unless the structure obstructs shareholders’ ability to submit proposals on income allocation related issues or the company already has a 3-committee (U.S. style) structure.
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 laws 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.
Directors’ Liability (non-U.S.)
These proposals ask shareholders to give discharge from responsibility for all decisions made during the previous financial year. Depending on the country, this resolution may or may not be legally binding, may not release the board from its legal responsibility, and does not necessarily eliminate the possibility of future shareholder action (although it does make such action more difficult to pursue).
Cohen & Steers will generally vote for the discharge of directors, including members of the management board and/or supervisory board, unless the board is not fulfilling its fiduciary duties as evidenced by:
• | A lack of oversight or actions by board members that amount to malfeasance or poor supervision, such as operating in private or company interest rather than in shareholder interest; |
• | Any legal issues (e.g., civil/criminal) aimed to hold the board liable for past or current actions that constitute a breach of trust, such as price fixing, insider trading, bribery, fraud, or other illegal actions; or |
• | Other egregious governance issues where shareholders are likely to bring legal action against the company or its directors. |
Directors’ Contracts (non-U.S.)
Best market practice about the appropriate length of directors’ service contracts varies by jurisdiction. As such, Cohen & Steers votes these proposals on a case-by-case basis taking into account the best interests of the company and its shareholders and local market practice.
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 circumstances where there are an unacceptable number of problematic pay practices including:
• | Poor linkage between executive pay and company 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; and |
• | A lack of proportionality in the plan relative to the company’s size and peer group. |
Additional Disclosure of Executive and Director Pay (SP). 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 in 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. |
Non-Executive Director Remuneration (non-U.S.). Cohen & Steers evaluates these proposals on a case-by-case basis taking into account the remuneration mix and the adequacy of the disclosure. Cohen & Steers believes that non-executive directors should be compensated with a mix of cash and equity to align their interests with the interests of shareholders. The details of such remuneration should be fully disclosed and provided with sufficient time for us to consider our vote.
Approval of Annual Bonuses for Directors and Statutory Auditors (JAPAN). Cohen & Steers generally supports the payment of annual bonuses to directors and statutory auditors except in cases of scandals or extreme underperformance.
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-trigger award vesting upon a 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 shareholding requirements. |
Cohen & Steers generally votes against compensation plan proposals if the combination of factors indicates that the plan, overall is not, in the interests of shareholders, 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. |
Equity Compensation Plans (non-U.S.). Cohen & Steers evaluates these proposals on a case-by-case basis. Share option plans should be clearly explained and fully disclosed to both shareholders and participants and put to shareholders for approval. Each director’s share options should be detailed, including exercise prices, expiration dates and the market price of the shares at the date of exercise. They should take into account appropriate levels of dilution. Options should vest in reference to challenging performance criteria, which are disclosed in advance. Share options should be fully expensed so that shareholders can assess their true cost to the company. The assumptions and methodology behind the expensing calculation should also be disclosed to shareholders.
Long-Term Incentive Plans (non-U.S.). A long-term incentive plan refers to any arrangement, other than deferred bonuses and retirement benefit plans, which require one or more conditions in respect of service and/or performance to be satisfied over more than one financial year.
Cohen & Steers evaluates these proposals on a case-by-case basis. Cohen & Steers generally votes in favor of plans with robust incentives and challenging performance criteria that are fully disclosed to shareholders in advance and vote against plans that are excessive or contain easily achievable performance metrics or where there is excessive discretion delegated to remuneration committees. Cohen & Steers would expect remuneration committees to explain why criteria are considered to be challenging and how they align the interests of shareholders with the interests of the plan participants. Cohen & Steers will also vote against proposals that lack sufficient disclosure.
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 the cost of the 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.
Pension Arrangements (non-U.S.). Cohen & Steers evaluates these proposals on a case-by-case basis. Pension arrangements should be transparent and cost-neutral to shareholders. Cohen & Steers believes it is inappropriate for executives to participate in pension arrangements that are materially different than those offered to other employees (such as continuing to participate in a final salary arrangement when employees have been transferred to a money purchase plan). One-off payments into individual director’s pension plans, changes to pension entitlements, and waivers concerning early retirement provisions must be fully disclosed and justified to shareholders.
Stock Ownership Requirements (SP). 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 (SP). 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 (SP). 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 into 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, Cohen & Steers votes against the 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:
• | 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 (SP). 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 proposals to ratify shareholder rights plans on a case-by-case basis taking into consideration the length of the plan.
Shareholder Rights Plans (JAPAN). Cohen & Steers reviews proposals on a case-by-case basis examining not only the features of the plan itself but also factors including share price movements, shareholder composition, board composition, and the company’s announced plans to improve shareholder value.
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 (SP). 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 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 are 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 assets, 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 the assets, and the compensation plan for executives managing the liquidation.
Issuance of Debt (non-U.S.). Cohen & Steers evaluates these proposals on a case-by-case basis. Reasons for increased bank borrowing powers are numerous and varied, including allowing for normal growth of the company, the financing of acquisitions, and allowing increased financial leverage. Management may also attempt to borrow as part of a takeover defense. Cohen & Steers generally votes in favor of proposals that will enhance a company’s long-term prospects. Cohen & Steers votes against any uncapped or poorly-defined increase in bank borrowing powers or borrowing limits, issuances that would result in the company reaching an unacceptable level of financial leverage or a material reduction in shareholder value, or where such borrowing is expressly intended as part of a takeover defense.
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 by 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 pricing; 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.
Annual Accounts and Reports (non-U.S.)
Annual reports and accounts should be detailed and transparent and should be submitted to shareholders for approval in a timely manner as prescribed by law. They should meet accepted reporting standards such as those prescribed by the International Accounting Standards Board (IASB).
Cohen & Steers generally approves proposals relating to the adoption of annual accounts provided that:
• | The report has been examined by an independent external accountant and the accuracy of material items in the report is not in doubt; |
• | The report complies with legal and regulatory requirements and best practice provisions in local markets; |
• | the company discloses which portion of the remuneration paid to the external accountant relates to auditing activities and which portion relates to non-auditing advisory assignments; |
• | A report on the implementation of risk management and internal control measures is incorporated, including an in-control statement from company management; |
• | A report should include a statement of compliance with relevant codes of best practice for markets where they exist (e.g. for UK companies a statement of compliance with the Corporate Governance Code should be made, together with detailed explanations about any area(s) of non-compliance); |
• | A conclusive response is given to all queries from shareholders; and |
• | Other concerns about corporate governance have not been identified. |
Appointment of Internal Statutory Auditor (JAPAN)
Cohen & Steers evaluates these proposals on a case-by-case basis taking into account the work history of each nominee. If the nominee is designated as independent but has worked the majority of his or her career for one of the company’s major shareholders, lenders, or business partners, Cohen & Steers considers the nominee affiliated and will withhold support.
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 (SP). In the absence of compelling reasons, Cohen & Steers will generally not support such proposals.
Shareholder Ability to Call Special Meetings (SP). Cohen & Steers votes on a case-by-case basis on 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 (SP). 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 management of the company.
Cumulative Voting (SP). 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 company. 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 director elections and a de-classified board.
Supermajority Vote Requirements (SP). Cohen & Steers generally supports proposals that seek to lower supermajority voting requirements.
Confidential Voting. Cohen & Steers votes for 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 dissident groups honor its confidential voting policy in the case of proxy contests.
Date/Location of Meeting (SP). 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 (SP). 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 identifying, evaluating and assessing environmental and social issues and, where material to its business, managing exposure to environmental and social risks related to these issues. When considering manegement or shareholder proposals relating to these issues, because of the diverse nature of environmental and social proposals, Cohen & Steers evaluates these proposals on a case-by-case basis. The principles guiding our evaluation of these proposals include, but are not limited to:
• | The current level of publicly available disclosure from the company or other publicly available sources, including if the company already discloses similar information through existing reports or policies; |
• | Whether implementation of a proposal is likely to enhance or protect shareholder value; |
• | Whether a proposal can be implemented at a reasonable cost; |
• | Whether the information requested concerns business issues that relate to a meaningful percentage of the company’s business; |
• | The degree to which the company’s stated position on the issues raised in the proposal could affect its reputation or sales; |
• | Whether the company has already responded in some appropriate manner to the request embodied in the proposal; |
• | What other companies in the relevant industry have done in response to the issue addressed in the proposal; and |
• | Whether implementation would reveal proprietary or confidential information that could place the company at a competitive disadvantage. |
Environmental Proposals (SP). Cohen & Steers acknowledges that environmental considerations can pose significant investment risks and opportunities. Therefore, Cohen & Steers generally votes in favor of proposals requesting a company disclose information that will aid in the determination of material environmental issues impacting the company and, where material to its business, how the company is managing exposure to environmental risks related to these issues, taking into consideration the following factors:
• | The general factors listed above; and |
• | Whether the issues presented have already been effectively dealt with through governmental regulation or legislation. |
In particular in relation to climate-related risk and opportunities material to its business, we expect companies to help their investors understand how they may be impacted by such risk and opportunities, and how these factors are considered within strategy in a manner consistent with the company’s business model and sector. The principles guiding our evaluation of these proposals are:
• | The general factors listed above; |
• | The transition and physical risks the company faces related to climate change on its operations and investment in terms of the impact on its business and financial condition, including the company’s related disclosures; |
• | How the company identifies, measures and manages such risks; and |
• | The company’s approach to climate-related risk as part of governance, strategy, risk management, and metrics and targets. |
Social Proposals (SP). Cohen & Steers acknowledges that social considerations can pose significant risks and opportunities. There, Cohen & Steers general votes in favor of proposals requesting a company disclose information that will aid in the determination of material social issues impacting the company and, where material to its business, how the company is managing exposure to social risks related to these issues.
Cohen & Steers believes board and workforce diversity are beneficial to the decision-making process and can enhance long-term profitability. Therefore, Cohen & Steers generally votes in favor of proposals that seek to increase board and workforce diversity including, but not limited to, diversity of gender, ethnicity, race and background. Cohen & Steers votes 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 such 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 October 31, 2022, 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. | |
Elaine Zaharis-Nikas
• Vice President
• Portfolio manager since inception |
Senior Vice President of C&S since 2014. Prior to that, Vice President of C&S since 2005. | |
Jerry Dorost
• Portfolio manager since inception |
Senior Vice President of C&S since 2019. Prior to that, Vice President of C&S since 2010. |
C&S utilizes a team-based approach in managing the registrant. Mr. Scapell directs and supervises the execution of the registrant’s investment strategy, and leads and guides the other members of the team.
Each portfolio manager listed above manages other investment companies and/or investment vehicles and accounts in addition to the registrant. The following tables show, as of October 31, 2022, the number of other accounts each portfolio manager managed in each of the listed categories and the total assets in the other accounts managed within each category.
William F. Scapell | Number of accounts | Total assets | ||||
• Registered investment companies |
13 | $ | 20,400,633,752 | |||
• Other pooled investment vehicles |
17 | $ | 2,897,857,451 | |||
• Other accounts |
23 | $ | 2,971,348,487 | |||
Elaine Zaharis-Nikas | Number of accounts | Total assets | ||||
• Registered investment companies |
11 | $ | 17,695,855,236 | |||
• Other pooled investment vehicles |
16 | $ | 2,877,613,729 | |||
• Other accounts |
21 | $ | 2,503,129,318 | |||
Jerry Dorost | Number of accounts | Total assets | ||||
• Registered investment companies |
9 | $ | 14,451,062,534 | |||
• Other pooled investment vehicles |
16 | $ | 2,877,613,729 | |||
• Other accounts |
21 | $ | 2,503,129,318 |
Share Ownership. The following table indicates the dollar range of securities of the registrant owned by the registrant’s portfolio managers as of October 31, 2022:
Dollar Range of Securities Owned | ||
William F. Scapell |
$50,001 - $100,000 | |
Elaine Zaharis-Nikas |
$100,001 - $500,000 | |
Jerry Dorost |
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 investment advisor however not to put the interests of the CNS Accounts ahead of the interests of client accounts. The investment 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 ICE BofA 7% Constrained DRD Eligible Preferred Securities Index, the Bloomberg Barclays US Aggregate Bond 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 three funds or accounts with performance-based advisory fees. Portfolio managers are also evaluated on the basis of their success in managing their dedicated team of analysts. Base compensation for portfolio managers of the investment 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 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.
Not applicable.
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 of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
(a) | The Fund did not engage in any securities lending activity during the fiscal year ended October 31, 2022. |
(b) | The Fund did not engage in any securities lending activity and did not engage a securities lending agent during the fiscal year ended October 31, 2022. |
Item 13. Exhibits.
(a)(1) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(c) Not applicable.
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 TAX-ADVANTAGED PREFERRED SECURITIES AND INCOME FUND
By: | /s/ James Giallanza | |||
Name: James Giallanza Title: Principal Executive Officer (President and Chief Executive Officer) | ||||
Date: | December 29, 2022 |
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/ James Giallanza | |||
Name: James Giallanza Title: Principal Executive Officer (President and Chief Executive Officer) | ||||
By: | /s/ Albert Laskaj | |||
Name: Albert Laskaj Title: Principal Financial Officer (Treasurer and Chief Financial Officer) | ||||
Date: | December 29, 2022 |