DEF: Cohen & Steers Funds Announce Joint Annual Meeting of Stockholders

Cohen & Steers Closed-End Funds announce their Joint Annual Meeting of Stockholders to be held on April 24, 2025, to vote on the election of directors and other business.

Summary

• Cohen & Steers Closed-End Funds will hold a Joint Annual Meeting of Stockholders on April 24, 2025.
• The meeting will take place at the Funds' offices in New York.
• Stockholders will vote on the election of three directors for each fund to serve until the 2028 annual meeting.
• The record date for determining stockholders eligible to vote is February 14, 2025.
• The proxy materials are being mailed to stockholders on or about March 13, 2025.
• Broadridge has been engaged to assist in the solicitation of proxies for an aggregate fee of approximately $369,537.
• The Boards of Directors recommend voting FOR the election of each nominee.

Sentiment

Score: 7

Explanation: The document is a routine proxy statement, so the sentiment is neutral to slightly positive due to the standard corporate governance processes being followed.

Positives

• The document provides clear instructions for stockholders to vote by internet, telephone, or mail.
• The Funds are taking steps to reduce expenses by combining proxy statements.
• The document includes detailed information about the directors, their qualifications, and their compensation.
• The Audit Committee has reviewed the financial statements and recommended their inclusion in the annual report.

Negatives

• The staggered terms of directors may limit the ability of stockholders to change the composition of the Boards quickly.
• The Chair of each of the Boards is an interested person of the Funds, which could present potential conflicts of interest.
• One Form 3 filing was not timely made on behalf of Elaine Zaharis-Nikas relating to her addition as a portfolio manager for RFI due to administrative error.

Risks

• Potential conflicts of interest could arise from the relationships between the Funds and the Advisor and its affiliates.
• The staggered terms of directors may make it more difficult for stockholders to change a majority of the Directors.
• The Funds are subject to legal and regulatory requirements, and non-compliance could result in penalties.

Future Outlook

The document outlines the process for stockholders to submit proposals for the next annual meeting in 2026.

Management Comments

• Each Funds Board of Directors, as applicable, including the Independent Directors, recommends that the stockholders of its Fund vote FOR the election of each nominee to serve as a Director of the Fund.

Industry Context

This proxy statement is a standard document for publicly traded investment companies, providing stockholders with information necessary to make informed decisions about the election of directors and other corporate governance matters.

Comparison to Industry Standards

• The structure of the Board, with a mix of independent and interested directors, is typical for closed-end funds.
• The compensation of the independent directors is within the range of what is typically seen for funds of similar size and complexity.
• The engagement of Broadridge for proxy solicitation is a common practice in the industry.
• The detailed disclosures regarding the directors' qualifications and experience are consistent with industry best practices.

Management Changes

Stakeholder Impact

• The election of directors will impact the governance and oversight of the Funds, which affects stockholders.
• The voting results will be communicated to stockholders in the next Semi-Annual Report.
• The Funds are taking steps to reduce expenses, which benefits stockholders.

Next Steps

• Stockholders should review the proxy materials and vote on the proposals.
• The Funds will hold the Joint Annual Meeting of Stockholders on April 24, 2025.
• The Funds will advise stockholders of the voting results in the next Semi-Annual Report to Stockholders.

Key Dates