UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number

811-21485

 

Cohen & Steers Infrastructure Fund, Inc.

(Exact name of registrant as specified in charter)

 

280 Park Avenue, New York, NY

 

10017

(Address of principal executive offices)

 

(Zip code)

 

Tina M. Payne

Cohen & Steers Capital Management, Inc.

280 Park Avenue

New York, New York 10017

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(212) 832-3232

 

 

Date of fiscal year end:

December 31

 

 

Date of reporting period:

December 31, 2015

 

 



 

Item 1. Reports to Stockholders.

 



COHEN & STEERS INFRASTRUCTURE FUND, INC.

To Our Shareholders:

We would like to share with you our report for the year ended December 31, 2015. The net asset value (NAV) at that date was $22.22 per common share. The Fund's common stock is traded on the New York Stock Exchange (NYSE) and its share price can differ from its NAV; at year end, the Fund's closing price on the NYSE was $19.08.

The total returns, including income, for the Fund and its comparative benchmarks were:

  Six Months Ended
December 31, 2015
  Year Ended
December 31, 2015
 
Cohen & Steers Infrastructure Fund at NAVa    

–5.24

%

   

–6.85

%

 
Cohen & Steers Infrastructure Fund at
Market Valuea
   

–5.35

%

   

–9.21

%

 
Linked Blended Benchmarkb    

–2.61

%

   

–3.95

%

 
S&P 500 Indexb    

0.15

%

   

1.38

%

 

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

Managed Distribution Policy

Cohen & Steers Infrastructure Fund, Inc. (the Fund), acting in accordance with an exemptive order received from the Securities and Exchange Commission and with approval of its Board of Directors (the Board), adopted a managed distribution policy under which the Fund intends to include long-term capital gains, where applicable, as part of the regular quarterly cash distributions to its shareholders

a  As a closed-end investment company, the price of the Fund's NYSE-traded shares will be set by market forces and can deviate from the NAV per share of the Fund.

b  The Linked Blended Benchmark is represented by the performance of the blended benchmarks consisting of 80% UBS 50/50 Global Infrastructure & Utilities Index-net (UBS 50/50) / 20% BofA Merrill Lynch Fixed-Rate Preferred Securities Index through 3/31/2015 and 80% FTSE Global Core Infrastructure 50/50 Net Tax Index (FTSE 50/50) / 20% BofA Merrill Lynch Fixed-Rate Preferred Securities Index thereafter. The UBS 50/50 Index was replaced because UBS retired the benchmark on March 31, 2015. The UBS 50/50 tracked a 50% exposure to global developed market utilities sector and a 50% exposure to global developed market infrastructure sector. The index was free-float market-capitalization-weighted and reconstituted annually with quarterly rebalances and was net of dividend withholding taxes. The BofA Merrill Lynch Fixed-Rate Preferred Securities Index tracks the performance of fixed-rate U.S. dollar-denominated preferred securities issued in the U.S. domestic market. The FTSE 50/50 is a market-capitalization-weighted index of worldwide infrastructure and infrastructure-related securities and is net of dividend withholding taxes. Constituent weights are adjusted semi-annually according to three broad industry sectors: 50% utilities, 30% transportation, and a 20% mix of other sectors, including pipelines, satellites, and telecommunication towers. The S&P 500 Index is an unmanaged index of 500 large-capitalization stocks that is frequently used as a general measure of U.S. stock market performance.


1



COHEN & STEERS INFRASTRUCTURE FUND, INC.

(the Plan). The Plan will give the Fund greater flexibility to realize long-term capital gains and to distribute those gains on a regular quarterly basis. In accordance with the Plan, the Fund currently distributes $0.40 per share on a quarterly basis.

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

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

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

Fair Value Policy

The Fund implements fair value pricing when the daily change in a specific U.S. market index exceeds a predetermined percentage. Fair value pricing adjusts the valuation of certain non-U.S. equity holdings to account for such index change following the close of foreign markets. This standard practice has been adopted by a majority of the fund industry. In the event fair value pricing is implemented on the first and/or last day of a performance measurement period, the Fund's return may diverge from the relative performance of its benchmark, which does not use fair value pricing.

Market Review

Global listed infrastructure had a negative overall return for the year, as significant declines within the pipelines subsector overwhelmed generally positive returns in other categories. Developed economies showed modest improvement, with Europe in particular gaining momentum amid aggressive monetary easing by the European Central Bank. However, concerns over the slowdown in China and other emerging markets—as well as uncertainty leading up to the Federal Reserve's first interest-rate hike in years—led to a generally challenging market environment.

Crude oil prices continued to fall precipitously in 2015, pressured by rising inventories, slowing demand from emerging markets and a strengthening U.S. dollar. The response from suppliers was relatively muted, particularly with OPEC (the Organization of Petroleum Exporting Countries) maintaining production levels in a fight for global market share at the expense of prices. Falling energy prices were detrimental to certain infrastructure subsectors, particularly pipeline companies, most of which had meaningful declines in their share prices. However, lower energy prices benefited transportation-related subsectors, which generally saw better passenger volumes.


2



COHEN & STEERS INFRASTRUCTURE FUND, INC.

Fund Performance

The Fund declined in 2015 and underperformed its Linked Blended Benchmark on an NAV and market price basis. Factors that detracted from relative performance on an NAV basis included our out-of-index position in Teekay Corp. The liquefied natural gas and crude oil shipping company declined sharply late in the year upon taking steps to manage its capital needs in the context of the fundamental energy market downturn and its rising cost of capital. Investors were generally caught off guard by the size of its dividend cut and decision to forego near-term general partner cash flows from its limited partnerships.

The portfolio's relative performance was also hindered by stock selection in electric utilities. We were underweight or did not own certain companies perceived to be defensive in nature that outperformed the broad infrastructure universe, as investors sought refuge from market volatility in assets with predictable revenues.

Our stock selection and overweight allocation to railways detracted from relative performance as well. Within the subsector we had overweights in freight operators Union Pacific and Canadian Pacific, which underperformed their peers.

The largest contributor to the Fund's relative performance during the year was our stock selection and overweight allocation to communications, namely tower companies. Wireless tower companies enjoyed healthy earnings growth in 2015, with revenues that were relatively insulated from economic uncertainty. We were substantially overweight Crown Castle International, which delivered results throughout the year that were above expectations.

Pipeline companies were the poorest-performing subsector in the period. As energy producers slashed capital spending plans for 2016, markets anticipated slower pipeline volumes and reduced cash flow growth. Pipeline companies also faced difficulties in accessing capital and the challenge of balancing cash flows with refinancing needs and distribution expectations. In this environment, our overweight in pipelines hindered relative performance, although our stock selection within the subsector was relatively favorable, offsetting some of the effect. We were underweight Kinder Morgan, which sold off sharply after cutting its dividend, and we did not own Spectra Energy or Oneok, which also had sizable declines.

Impact of Leverage on Fund Performance

The Fund employs leverage as part of a yield-enhancement strategy. Leverage, which can increase total return in rising markets (just as it can have the opposite effect in declining markets), significantly detracted from the Fund's performance for the 12-month period ended December 31, 2015.

Impact of Foreign Currency on Fund Performance

The currency impact of the Fund's investments in foreign securities detracted significantly from absolute performance during the year. Although the Fund reports its NAV and pays dividends in U.S. dollars, the Fund's investments denominated in foreign currencies are subject to foreign currency risk. The U.S. dollar remained strong during the period, while most other currencies depreciated, particularly in resource-export economies such as Australia and Canada, as well as Europe. Consequently, changes in the exchange rates between foreign currencies and the U.S. dollar were a headwind for absolute returns.


3



COHEN & STEERS INFRASTRUCTURE FUND, INC.

Sincerely,

  

  ROBERT H. STEERS  

  Chairman

       

 

 
       

ROBERT S. BECKER

 

BEN MORTON

 
       

Portfolio Manager

 

Portfolio Manager

 
   

 

 
       

WILLIAM F. SCAPELL

 

ELAINE ZAHARIS-NIKAS

 
       

Portfolio Manager

 

Portfolio Manager

 

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

Visit Cohen & Steers online at cohenandsteers.com

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

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


4



COHEN & STEERS INFRASTRUCTURE FUND, INC.

Our Leverage Strategy
(Unaudited)

Our current leverage strategy utilizes borrowings up to the maximum permitted by the Investment Company Act of 1940 to provide additional capital for the Fund, with an objective of increasing the net income available for shareholders. As of December 31, 2015, leverage represented 31% of the Fund's managed assets.

Through a combination of variable and fixed rate financing, the Fund has locked in interest rates on a significant portion of this additional capital for periods expiring in 2017, 2018 and 2019c (where we effectively reduce our variable rate obligation and lock in our fixed rate obligation over various terms). Locking in a significant portion of our leveraging costs is designed to protect the dividend-paying ability of the Fund. The use of leverage increases the volatility of the Fund's net asset value in both up and down markets. However, we believe that locking in portions of the Fund's leveraging costs for the various terms partially protects the Fund's expenses from an increase in short-term interest rates.

Leverage Factsa,b

Leverage (as a % of managed assets)    

31

%

 
% Fixed Rate    

85

%

 
% Variable Rate    

15

%

 
Weighted Average Rate on Financing    

1.9

%c

 
Weighted Average Term on Financing     5.3 yearsc    

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

a  Data as of December 31, 2015. Information is subject to change.

b  See Note 6 in Notes to Financial Statements.

c  On February 24, 2015, the Fund amended its credit agreement to extend the fixed rate financing terms by three years expiring in 2020, 2021 and 2022. The weighted average rate on financing does not include the three year extension and will increase as the extended fixed-rate tranches become effective. The weighted average term of financing includes the three year extension.


5



COHEN & STEERS INFRASTRUCTURE FUND, INC.

December 31, 2015

Top Ten Holdingsa
(Unaudited)

Security  

Value

  % of
Managed
Assets
 

Crown Castle International Corp.

 

$

125,893,159

     

4.6

   

National Grid PLC

   

103,456,769

     

3.8

   

Transurban Group

   

91,630,848

     

3.3

   

Sempra Energy

   

81,062,661

     

3.0

   

PG&E Corp.

   

71,649,377

     

2.6

   

NextEra Energy

   

69,392,702

     

2.5

   

Dominion Resources

   

68,145,271

     

2.5

   

Ferrovial SA

   

66,178,891

     

2.4

   

American Tower Corp.

   

61,147,819

     

2.2

   

CMS Energy Corp.

   

60,157,880

     

2.2

   

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

Country Breakdown

(Based on Managed Assets)
(Unaudited)


6




COHEN & STEERS INFRASTRUCTURE FUND, INC.

SCHEDULE OF INVESTMENTS

December 31, 2015

        Number of
Shares/Units
 

Value

 

COMMON STOCK

 

118.2%

                 

AUSTRALIA

 

6.5%

                 

ELECTRIC—REGULATED ELECTRIC

 

0.6%

                 

Spark Infrastructure Groupa

       

8,325,440

   

$

11,580,092

   

PIPELINES—C-CORP

 

0.8%

                 

APA Groupa,b

       

2,422,109

     

15,240,789

   

TOLL ROADS

 

5.1%

                 

Transurban Groupc

       

671,587

     

5,090,601

   

Transurban Groupa,b

       

12,088,571

     

91,630,848

   
             

96,721,449

   

TOTAL AUSTRALIA

           

123,542,330

   

BRAZIL

 

0.3%

                 

TOLL ROADS

                     

CCR SAa

       

1,807,023

     

5,709,497

   

CANADA

 

5.0%

                 

MARINE PORTS

 

0.2%

                 

Westshore Terminals Investment Corp.b

       

457,561

     

3,852,414

   

PIPELINES—C-CORP

 

2.9%

                 

Enbridgeb

       

759,892

     

25,262,002

   

TransCanada Corp.b

       

882,454

     

28,819,900

   
             

54,081,902

   

RAILWAYS

 

1.9%

                 

Canadian National Railway Co.

       

459,380

     

25,679,731

   

Canadian Pacific Railway Ltdb

       

83,664

     

10,685,798

   
             

36,365,529

   

TOTAL CANADA

           

94,299,845

   

CHILE

 

0.3%

                 

WATER

                     

Aguas Andinas SA, Class A

       

12,000,000

     

6,113,808

   

CHINA

 

1.7%

                 

TOLL ROADS

                     

Jiangsu Expressway Co., Ltd., Class H (HKD)a,b

       

16,542,000

     

22,201,193

   

Zhejiang Expressway Co., Ltd., Class H (HKD)a

       

7,800,000

     

9,319,773

   

TOTAL CHINA

           

31,520,966

   

See accompanying notes to financial statements.
7



COHEN & STEERS INFRASTRUCTURE FUND, INC.

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2015

        Number of
Shares/Units
 

Value

 

FRANCE

 

4.8%

                 

AIRPORTS

 

0.5%

                 

Aeroports de Parisa

       

90,746

   

$

10,559,977

   

COMMUNICATIONS—SATELLITES

 

2.1%

                 

Eutelsat Communicationsa,b

       

1,322,077

     

39,583,547

   

RAILWAYS

 

2.2%

                 

Groupe Eurotunnel SAa,b

       

3,302,931

     

41,092,015

   

TOTAL FRANCE

           

91,235,539

   

HONG KONG

 

2.6%

                 

ELECTRIC—REGULATED ELECTRIC

 

1.5%

                 

Power Assets Holdings Ltd.a,b

       

3,039,500

     

27,942,923

   

GAS DISTRIBUTION

 

0.8%

                 

China Gas Holdings Ltd. (Bermuda)a

       

5,181,080

     

7,457,902

   

Enn Energy Holdings Ltd. (Cayman Islands)a

       

1,588,000

     

8,382,978

   
             

15,840,880

   

MARINE PORTS

 

0.3%

                 

Cosco Pacific Ltd. (Bermuda)a

       

5,308,000

     

5,834,717

   

TOTAL HONG KONG

           

49,618,520

   

ITALY

 

6.3%

                 

COMMUNICATIONS—TOWERS

 

2.1%

                 

Ei Towers S.p.A.a,b

       

397,536

     

25,612,924

   

RAI Way S.p.A., 144Ab,d

       

2,708,587

     

13,887,699

   
             

39,500,623

   

ELECTRIC—INTEGRATED ELECTRIC

 

1.0%

                 

Enel S.p.A.a,b

       

4,769,031

     

19,997,984

   

GAS DISTRIBUTION

 

1.7%

                 

Snam S.p.A.a,b

       

6,021,399

     

31,425,286

   

TOLL ROADS

 

1.5%

                 

Atlantia S.p.A.a,b

       

1,069,413

     

28,294,959

   

TOTAL ITALY

           

119,218,852

   

See accompanying notes to financial statements.
8



COHEN & STEERS INFRASTRUCTURE FUND, INC.

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2015

        Number of
Shares/Units
 

Value

 

JAPAN

 

5.6%

                 

ELECTRIC—INTEGRATED ELECTRIC

 

2.8%

                 

Chugoku Electric Power Co. (The)a

       

1,057,300

   

$

13,959,910

   

Electric Power Development Co., Ltd.a,b

       

565,200

     

20,130,521

   

Tohoku Electric Power Co.a

       

1,498,400

     

18,731,957

   
             

52,822,388

   

GAS DISTRIBUTION

 

1.2%

                 

Tokyo Gas Co., Ltd.a,b

       

4,874,000

     

22,901,909

   

RAILWAYS

 

1.6%

                 

Central Japan Railway Co.a,b

       

175,900

     

31,228,207

   

TOTAL JAPAN

           

106,952,504

   

LUXEMBOURG

 

0.7%

                 

COMMUNICATIONS—SATELLITES

                     

SES SAa,b

       

481,287

     

13,336,313

   

MEXICO

 

2.6%

                 

AIRPORTS

                     
Grupo Aeroportuario del Pacifico SAB de CV,
B Shares
       

3,380,975

     

29,865,655

   
Grupo Aeroportuario del Pacifico SAB de CV,
ADRb,e
       

214,356

     

18,923,348

   

TOTAL MEXICO

           

48,789,003

   

NEW ZEALAND

 

0.6%

                 

AIRPORTS

             

Auckland International Airport Ltd.a

       

2,812,447

     

11,033,525

   

SPAIN

 

7.5%

 

AIRPORTS

 

0.9%

 

Aena SA, 144Aa,c,d

       

146,344

     

16,757,732

   

COMMUNICATIONS—TOWERS

 

0.8%

 

Cellnex Telecom SAU, 144Aa,d

       

844,057

     

15,781,293

   

GAS DISTRIBUTION

 

0.9%

 

Enagas SAa

       

590,670

     

16,661,568

   

See accompanying notes to financial statements.
9



COHEN & STEERS INFRASTRUCTURE FUND, INC.

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2015

        Number of
Shares/Units
 

Value

 

TOLL ROADS

 

4.9%

                 

Abertis Infraestructuras SAa

       

1,776,496

   

$

27,783,291

   

Ferrovial SAa,b

       

2,926,558

     

66,178,891

   
             

93,962,182

   

TOTAL SPAIN

           

143,162,775

   

SWITZERLAND

 

2.2%

                 

AIRPORTS

                     

Flughafen Zuerich AGa,b

       

55,726

     

41,811,874

   

UNITED KINGDOM

 

8.8%

                 

COMMUNICATIONS—SATELLITES

 

2.3%

                 

Inmarsat PLCa,b

       

2,552,842

     

42,796,957

   

ELECTRIC—REGULATED ELECTRIC

 

5.5%

 

National Grid PLCa,b

       

7,501,448

     

103,456,769

   

WATER

 

1.0%

 

United Utilities Group PLCa,b

       

1,429,715

     

19,686,189

   

TOTAL UNITED KINGDOM

           

165,939,915

   

UNITED STATES

 

62.7%

                 

COMMUNICATIONS

 

11.4%

                 

TELECOMMUNICATIONS

 

0.6%

                 

AT&Tb,e

       

342,100

     

11,771,661

   

TOWERS

 

10.8%

                 

American Tower Corp.b,e

       

630,715

     

61,147,819

   

Crown Castle International Corp.b,e

       

1,456,254

     

125,893,159

   

SBA Communications Corp., Class Ab,c,e

       

165,346

     

17,372,904

   
             

204,413,882

   

TOTAL COMMUNICATIONS

           

216,185,543

   

DIVERSIFIED

 

0.7%

                 

Macquarie Infrastructure Co. LLCb

       

192,401

     

13,968,313

   

See accompanying notes to financial statements.
10



COHEN & STEERS INFRASTRUCTURE FUND, INC.

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2015

        Number of
Shares/Units
 

Value

 

ELECTRIC

 

31.1%

                 

INTEGRATED ELECTRIC

 

9.1%

                 

Dominion Resourcesb,e

       

1,007,470

   

$

68,145,271

   

NextEra Energyb,e

       

667,944

     

69,392,702

   

NextEra Energy Partners LP

       

442,978

     

13,222,893

   

Pattern Energy Groupb,e

       

1,072,129

     

22,418,217

   
             

173,179,083

   

REGULATED ELECTRIC

 

22.0%

                 

Alliant Energy Corp.b,e

       

710,606

     

44,377,345

   

CMS Energy Corp.b,e

       

1,667,347

     

60,157,880

   

DTE Energy Co.b,e

       

584,766

     

46,892,385

   

Duke Energy Corp.b,e

       

431,481

     

30,803,428

   

Edison Internationalb,e

       

851,128

     

50,395,289

   

Eversource Energyb

       

536,771

     

27,412,895

   

PG&E Corp.b,e

       

1,347,046

     

71,649,377

   

WEC Energy Group

       

682,144

     

35,000,809

   

Xcel Energyb,e

       

1,388,445

     

49,859,060

   
             

416,548,468

   

TOTAL ELECTRIC

           

589,727,551

   

GAS DISTRIBUTION

 

6.8%

                 

Atmos Energy Corp.b,e

       

639,119

     

40,290,062

   

NiSourceb,e

       

339,138

     

6,616,582

   

Sempra Energyb,e

       

862,277

     

81,062,661

   
             

127,969,305

   

PIPELINES

 

8.6%

                 

PIPELINES—C-CORP

 

2.6%

                 

Kinder Morgan

       

1,320,990

     

19,709,171

   

Tallgrass Energy GP LP

       

455,578

     

7,275,580

   

Williams Cos. (The)b,e

       

843,530

     

21,678,721

   
             

48,663,472

   

See accompanying notes to financial statements.
11



COHEN & STEERS INFRASTRUCTURE FUND, INC.

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2015

        Number of
Shares/Units
 

Value

 

PIPELINES—MLP

 

5.7%

                 

Antero Midstream Partners LPb

       

576,300

   

$

13,151,166

   

Enterprise Products Partners LPb

       

655,323

     

16,763,162

   

EQT Midstream Partners LPb

       

258,584

     

19,512,749

   

Golar LNG Partners LP (Marshall Islands)

       

273,428

     

3,658,467

   
MPLX LPb        

736,510

     

28,966,938

   

Rice Midstream Partners LP

       

473,200

     

6,383,468

   

Rose Rock Midstream LP

       

273,418

     

4,112,207

   

USA Compression Partners LP

       

345,940

     

3,974,851

   

Valero Energy Partners LP

       

162,071

     

8,364,484

   

Williams Partners LP

       

138,925

     

3,869,061

   
             

108,756,553

   

PIPELINES—OTHER

 

0.3%

                 

CorEnergy Infrastructure Trustb,e

       

364,153

     

5,404,031

   

TOTAL PIPELINES

           

162,824,056

   

RAILWAYS

 

2.8%

                 

Union Pacific Corp.b,e

       

681,476

     

53,291,423

   

SHIPPING

 

0.2%

 

Teekay Corp. (Marshall Islands)

       

355,711

     

3,510,867

   

WATER

 

1.1%

 

American Water Works Co.b

       

356,012

     

21,271,717

   

TOTAL UNITED STATES

           

1,188,748,775

   
TOTAL COMMON STOCK
(Identified cost—$1,907,886,934)
           

2,241,034,041

   

PREFERRED SECURITIES—$25 PAR VALUE

 

7.4%

 

HONG KONG

 

0.4%

 

TRANSPORT—MARINE

                     

Seaspan Corp., 6.375%, due 4/30/19 (USD)

       

366

     

8,894

   

Seaspan Corp., 9.50%, Series C (USD)

       

335,776

     

8,387,684

   

TOTAL HONG KONG

           

8,396,578

   

See accompanying notes to financial statements.
12



COHEN & STEERS INFRASTRUCTURE FUND, INC.

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2015

        Number of
Shares/Units
 

Value

 

UNITED KINGDOM

 

0.5%

 

BANKS—FOREIGN

                     
National Westminster Bank PLC, 7.763%,
Series C (USD)
       

183,368

   

$

4,749,231

   
RBS Capital Funding Trust VII, 6.08%,
Series G (USD)
       

155,042

     

3,865,197

   

TOTAL UNITED KINGDOM

           

8,614,428

   

UNITED STATES

 

6.5%

                 

BANKS

 

2.6%

                 

Ally Financial, 8.50%, Series A

       

200,000

     

5,152,000

   

Bank of America Corp., 6.50%, Series Y

       

214,496

     

5,731,333

   

BB&T Corp., 5.20%, Series Fb

       

216,474

     

5,433,497

   

Capital One Financial Corp., 6.70%, Series D

       

145,825

     

4,017,479

   

Citigroup Capital XIII, 6.692%, due 10/30/40, (FRN)

       

100,000

     

2,599,000

   

JPMorgan Chase & Co., 5.50%, Series O

       

177,608

     

4,493,305

   

JPMorgan Chase & Co., 6.125%, Series Y

       

200,000

     

5,224,000

   

Regions Financial Corp., 6.375%, Series B

       

207,410

     

5,627,033

   

Wells Fargo & Co., 6.00%, Series Tb

       

150,000

     

4,011,000

   

Wells Fargo & Co., 5.85%b

       

240,000

     

6,268,800

   
             

48,557,447

   

ELECTRIC—INTEGRATED

 

0.9%

                 

Integrys Energy Group, 6.00%, due 8/1/73b

       

234,338

     

6,056,185

   
NextEra Energy Capital Holdings, 5.00%,
due 1/15/73b,e
       

109,740

     

2,718,260

   
NextEra Energy Capital Holdings, 5.70%,
due 3/1/72, Series Gb
       

139,264

     

3,565,158

   

Southern Co./The, 6.25%, due 10/15/75

       

200,000

     

5,378,000

   
             

17,717,603

   

FINANCIAL

 

0.5%

                 

Morgan Stanley, 6.875%

       

210,732

     

5,847,813

   

Morgan Stanley, 6.375%, Series I

       

125,000

     

3,317,500

   
             

9,165,313

   

See accompanying notes to financial statements.
13



COHEN & STEERS INFRASTRUCTURE FUND, INC.

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2015

        Number of
Shares/Units
 

Value

 

INDUSTRIALS—CHEMICALS

 

0.6%

                 

CHS, 7.10%, Series II

       

213,756

   

$

5,829,126

   

CHS, 6.75%

       

167,931

     

4,502,230

   
             

10,331,356

   

INSURANCE

 

0.6%

                 

LIFE/HEALTH INSURANCE

 

0.1%

                 

Prudential Financial, 5.75%, due 12/15/52

       

73,926

     

1,904,334

   

MULTI-LINE

 

0.3%

                 

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

       

82,237

     

2,094,576

   
Hartford Financial Services Group, 7.875%,
due 4/15/42
       

150,000

     

4,740,000

   
             

6,834,576

   

REINSURANCE

 

0.2%

                 
Reinsurance Group of America, 6.20%,
due 9/15/42b
       

105,718

     

3,070,051

   

TOTAL INSURANCE

           

11,808,961

   

INTEGRATED TELECOMMUNICATIONS SERVICES

 

0.3%

                 

Qwest Corp., 6.625%, due 9/15/55

       

46,456

     

1,169,762

   

Qwest Corp., 6.875%, due 10/1/54

       

80,039

     

2,061,004

   

Qwest Corp., 7.375%, due 6/1/51

       

130,000

     

3,305,900

   
             

6,536,666

   

PIPELINES

 

0.0%

                 

NuStar Logistics LP, 7.625%, due 1/15/43

       

16,626

     

344,491

   

REAL ESTATE—DIVERSIFIED

 

0.7%

                 

Coresite Realty Corp., 7.25%, Series A

       

99,000

     

2,622,510

   

Retail Properties of America, 7.00%

       

99,400

     

2,554,580

   

Saul Centers, 6.875%, Series C

       

79,140

     

2,069,511

   

VEREIT, 6.70%, Series F

       

247,888

     

6,098,045

   
             

13,344,646

   

UTILITIES

 

0.3%

                 

SCE Trust IV, 5.375%, Series J

       

184,000

     

4,997,440

   

TOTAL UNITED STATES

           

122,803,923

   
TOTAL PREFERRED SECURITIES—$25 PAR VALUE
(Identified cost—$130,753,365)
           

139,814,929

   

See accompanying notes to financial statements.
14



COHEN & STEERS INFRASTRUCTURE FUND, INC.

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2015

        Number of
Shares/Units
 

Value

 

PREFERRED SECURITIES—CAPITAL SECURITIES

 

15.8%

                 

AUSTRALIA

 

0.2%

                 

INSURANCE—PROPERTY CASUALTY

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

4,000,000

   

$

4,190,000

   

FRANCE

 

1.2%

                 

BANKS—FOREIGN

 

0.4%

                 

BNP Paribas, 7.195%, 144A (USD)d

       

3,000,000

     

3,435,000

   

BNP Paribas, 7.375%, 144A (USD)d

       

5,200,000

     

5,343,000

   
             

8,778,000

   

INSURANCE

 

0.8%

                 

LIFE/HEALTH INSURANCE

 

0.4%

                 

La Mondiale Vie, 7.625% (USD)

       

7,250,000

     

7,816,334

   

MULTI-LINE—FOREIGN

 

0.4%

                 

AXA SA, 8.60%, due 12/15/30 (USD)b

       

5,000,000

     

6,743,745

   

TOTAL INSURANCE

           

14,560,079

   

TOTAL FRANCE

           

23,338,079

   

GERMANY

 

0.3%

                 

BANKS—FOREIGN

                     
Dresdner Funding Trust I, 8.151%, due 6/30/31,
144A (USD)d
       

5,000,000

     

6,125,000

   

IRELAND

 

0.1%

                 

BANKS—FOREIGN

                     

Baggot Securities Ltd., 10.24%, 144A (EUR)d

       

2,200,000

     

2,396,886

   

ITALY

 

0.7%

                 

BANKS—FOREIGN

 

0.2%

                 

Intesa Sanpaolo SpA, 7.70%, 144A (USD)d

       

2,800,000

     

2,857,344

   

UTILITIES—ELECTRIC UTILITIES

 

0.5%

                 

Enel SpA, 8.75%, due 9/24/73, 144A (USD)d

       

8,635,000

     

9,854,694

   

TOTAL ITALY

           

12,712,038

   

See accompanying notes to financial statements.
15



COHEN & STEERS INFRASTRUCTURE FUND, INC.

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2015

        Number of
Shares/Units
 

Value

 

JAPAN

 

0.7%

                 

INSURANCE

                     

LIFE/HEALTH INSURANCE

 

0.4%

                 
Dai-ichi Life Insurance Co. Ltd., 5.10%,
144A (USD)b,d
       

2,800,000

   

$

2,926,000

   
Nippon Life Insurance Co., 5.10%,
due 10/16/44, 144A (USD)b,d
       

3,800,000

     

3,990,000

   
             

6,916,000

   

LIFE/HEALTH INSURANCE—FOREIGN

 

0.3%

                 
Meiji Yasuda Life Insurance Co., 5.20%,
due 10/20/45, 144A (USD)d
       

6,600,000

     

6,807,451

   

TOTAL JAPAN

           

13,723,451

   

NETHERLANDS

 

0.7%

                 

BANKS—FOREIGN

 

0.6%

                 

Rabobank Nederland, 8.40% (USD)

       

5,000,000

     

5,385,925

   

Rabobank Nederland, 11.00%, 144A (USD)b,d

       

5,120,000

     

6,339,840

   
             

11,725,765

   

INSURANCE—LIFE/HEALTH INSURANCE—FOREIGN

 

0.1%

                 
Demeter BV (Swiss Re Ltd.), 5.75%,
due 8/15/50 (USD)
       

2,200,000

     

2,201,760

   

TOTAL NETHERLANDS

           

13,927,525

   

SPAIN

 

0.2%

                 

BANKS—FOREIGN

             

Banco Bilbao Vizcaya Argentaria SA, 9.00% (USD)

       

3,400,000

     

3,651,841

   

SWITZERLAND

 

0.8%

                 

BANKS—FOREIGN

 

0.6%

                 

Credit Suisse Group AG, 7.50%, 144A (USD)d

       

3,091,000

     

3,258,891

   

UBS Group AG, 7.125% (USD)

       

7,046,000

     

7,398,300

   
             

10,657,191

   

INSURANCE—REINSURANCE—FOREIGN

 

0.2%

                 

Aquarius + Investments PLC, 8.25% (USD)

       

4,000,000

     

4,363,000

   

TOTAL SWITZERLAND

           

15,020,191

   

See accompanying notes to financial statements.
16



COHEN & STEERS INFRASTRUCTURE FUND, INC.

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2015

        Number of
Shares/Units
 

Value

 

UNITED KINGDOM

 

4.1%

                 

BANKS—FOREIGN

                     

Barclays Bank PLC, 7.625%, due 11/21/22 (USD)

       

3,500,000

   

$

3,992,188

   

Barclays Bank PLC, 6.86%, 144A (USD)d

       

4,500,000

     

5,141,250

   

Barclays PLC, 8.25% (USD)

       

6,161,000

     

6,580,539

   

HBOS Capital Funding LP, 6.85% (USD)

       

4,700,000

     

4,770,796

   

HSBC Capital Funding LP, 10.176%, 144A (USD)b,d

       

9,750,000

     

14,673,750

   

HSBC Holdings PLC, 6.375% (USD)b

       

5,100,000

     

5,106,375

   

Lloyds Banking Group PLC, 7.50% (USD)

       

8,334,000

     

8,896,545

   
Nationwide Building Society, 10.25%,
due 12/6/99, (GBP)
       

6,030,000

     

11,515,185

   

Royal Bank of Scotland Group PLC, 7.50% (USD)

       

4,900,000

     

5,114,375

   

Royal Bank of Scotland Group PLC, 7.648% (USD)

       

5,904,000

     

7,343,100

   

Royal Bank of Scotland Group PLC, 8.00% (USD)

       

3,500,000

     

3,710,000

   

TOTAL UNITED KINGDOM

           

76,844,103

   

UNITED STATES

 

6.8%

                 

BANKS

 

3.9%

                 

AgriBank FCB, 6.875%b

       

37,000

     

3,913,908

   

Bank of America Corp., 6.10%, Series AA

       

1,845,000

     

1,872,675

   

Bank of America Corp., 6.50%, Series Z

       

5,169,000

     

5,453,295

   

Citigroup, 5.95%, Series Q

       

4,000,000

     

3,991,388

   

Citigroup, 6.125%, Series R

       

2,225,000

     

2,272,281

   

CoBank ACB, 6.25%, 144Ab,d

       

52,500

     

5,415,706

   

Farm Credit Bank of Texas, 6.75%, 144Ab,d

       

35,300

     

3,684,438

   

Farm Credit Bank of Texas, 10.00%, Series Ib

       

7,000

     

8,642,812

   

JPMorgan Chase & Co., 7.90%, Series I

       

7,220,000

     

7,358,985

   

JPMorgan Chase & Co., 6.75%, Series S

       

5,000,000

     

5,456,250

   

JPMorgan Chase & Co., 5.30%, Series Z

       

4,850,000

     

4,843,937

   

US Bancorp, 5.125%, Series I

       

2,100,000

     

2,112,495

   

Wells Fargo & Co., 7.98%, Series Kb

       

10,250,000

     

10,660,000

   

Wells Fargo & Co., 5.875%, Series Ub

       

7,320,000

     

7,713,450

   
             

73,391,620

   

FOOD

 

0.3%

                 

Dairy Farmers of America, 7.875%, 144Ad,f

       

60,000

     

6,313,128

   

INDUSTRIALS—DIVERSIFIED MANUFACTURING

 

0.4%

 

General Electric Co., 4.00%, Series A

       

7,407,000

     

7,416,259

   

See accompanying notes to financial statements.
17



COHEN & STEERS INFRASTRUCTURE FUND, INC.

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2015

        Number of
Shares/Units
 

Value

 

INSURANCE

 

1.3%

                 

LIFE/HEALTH INSURANCE

 

1.0%

                 

MetLife, 5.25%, Series C

       

5,200,000

   

$

5,304,000

   
MetLife Capital Trust IV, 7.875%, due 12/15/37,
144Ab,d
       

4,500,000

     

5,512,500

   

MetLife Capital Trust X, 9.25%, due 4/8/38, 144Ab,d

       

6,500,000

     

8,986,250

   
             

19,802,750

   

PROPERTY CASUALTY

 

0.3%

                 

Liberty Mutual Group, 7.80%, due 3/7/37, 144Ad

       

4,500,000

     

5,141,250

   

TOTAL INSURANCE

           

24,944,000

   

INTEGRATED TELECOMMUNICATIONS SERVICES

 

0.7%

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

9,989

     

12,024,259

   

UTILITIES—MULTI-UTILITIES

 

0.2%

                 

Dominion Resources, 5.75%, due 10/1/54b

       

3,846,000

     

3,777,926

   

TOTAL UNITED STATES

           

127,867,192

   
TOTAL PREFERRED SECURITIES—CAPITAL SECURITIES
(Identified cost—$270,619,631)
           

299,796,306

   
        Principal
Amount
     

CORPORATE BONDS—UNITED STATES

 

1.0%

 

INTEGRATED TELECOMMUNICATIONS SERVICES

                     

Embarq Corp., 7.995%, due 6/1/36

     

$

8,338,000

     

8,608,985

   

Frontier Communications Corp., 9.00%, due 8/15/31b

       

12,450,000

     

10,520,250

   
TOTAL CORPORATE BONDS
(Identified cost—$20,987,790)
           

19,129,235

   

See accompanying notes to financial statements.
18



COHEN & STEERS INFRASTRUCTURE FUND, INC.

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2015

        Number of
Shares/Units
 

Value

 

SHORT-TERM INVESTMENTS

   

1.0%

                   

MONEY MARKET FUNDS

             
State Street Institutional Treasury Money Market Fund,
0.07%g
       

19,200,000

   

$

19,200,000

   
TOTAL SHORT-TERM INVESTMENTS
(Identified cost—$19,200,000)
           

19,200,000

   

TOTAL INVESTMENTS (Identified cost—$2,349,447,720)

   

143.4

%

           

2,718,974,511

   

LIABILITIES IN EXCESS OF OTHER ASSETS

   

(43.4

)

           

(823,493,872

)

 
NET ASSETS (Equivalent to $22.22 per share based on
85,319,794 shares of common stock outstanding)
   

100.0

%

         

$

1,895,480,639

   

Glossary of Portfolio Abbreviations

ADR  American Depositary Receipt

EUR  Euro Currency

FRN  Floating Rate Note

GBP  Great British Pound

HKD  Hong Kong Dollar

MLP  Master Limited Partnership

USD  United States Dollar

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

a  Fair valued security. This security has been valued at its fair value as determined in good faith under procedures established by and under the general supervision of the Fund's Board of Directors. Aggregate fair valued securities represent 46.6% of the net assets of the Fund, all of which have been fair valued pursuant to foreign equity fair value pricing procedures approved by the Board of Directors.

b  All or a portion of the security is pledged as collateral in connection with the Fund's credit agreement. $1,747,860,719 in aggregate has been pledged as collateral.

c  Non-income producing security.

d  Resale is restricted to qualified institutional investors. Aggregate holdings equal 8.8% of the net assets of the Fund, of which 0.3% are illiquid.

e  A portion of the security has been rehypothecated in connection with the Fund's credit agreement. $777,174,354 in aggregate has been rehypothecated.

f  Illiquid security. Aggregate holdings equal 0.3% of the net assets of the Fund.

g  Rate quoted represents the annualized seven-day yield of the Fund.

See accompanying notes to financial statements.
19



COHEN & STEERS INFRASTRUCTURE FUND, INC.

SCHEDULE OF INVESTMENTS—(Continued)

December 31, 2015

Sector Summary

  % of Managed
Assets
 

Electric (Common)

   

29.3

   

Communications (Common)

   

13.4

   

Toll Roads (Common)

   

9.3

   

Gas Distribution (Common)

   

7.8

   

Pipelines (Common)

   

5.9

   

Railways (Common)

   

5.9

   

Banks—Foreign (Preferred)

   

4.8

   

Airports (Common)

   

4.7

   

Banks (Preferred)

   

4.4

   

Insurance (Preferred)

   

2.6

   

Pipelines—C-Corp (Common)

   

2.5

   

Water (Common)

   

1.7

   

Other

   

1.7

   

Integrated Telecommunications Services (Corporate Bonds)

   

0.7

   

Utilities (Preferred)

   

0.7

   

Integrated Telecommunications Services (Preferred)

   

0.7

   

Industrials (Preferred)

   

0.7

   

Electric—Integrated (Preferred)

   

0.7

   

Diversified (Common)

   

0.5

   

Real Estate (Preferred)

   

0.5

   

Marine Ports (Common)

   

0.4

   

Financial (Preferred)

   

0.3

   

Transport—Marine (Preferred)

   

0.3

   

Food (Preferred)

   

0.2

   

Insurance—Property Casualty (Preferred)

   

0.2

   

Shipping (Common)

   

0.1

   

Pipelines (Preferred)

   

0.0

   
     

100.0

   

See accompanying notes to financial statements.
20




COHEN & STEERS INFRASTRUCTURE FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2015

ASSETS:

 

Investments in securities, at value (Identified cost—$2,349,447,720)

 

$

2,718,974,511

   

Cash

   

20,488,611

   

Foreign currency, at value (Identified cost—$1,120,274)

   

1,112,796

   

Receivable for:

 

Dividends and interest

   

11,591,457

   

Investment securities sold

   

111,848

   

Other assets

   

109,269

   

Total Assets

   

2,752,388,492

   

LIABILITIES:

 

Payable for:

 

Credit agreement

   

850,000,000

   

Investment securities purchased

   

2,365,073

   

Investment management fees

   

1,984,093

   

Dividends declared

   

1,954,665

   

Interest expense

   

89,251

   

Administration fees

   

89,150

   

Directors' fees

   

102

   

Other liabilities

   

425,519

   

Total Liabilities

   

856,907,853

   

NET ASSETS

 

$

1,895,480,639

   

NET ASSETS consist of:

 

Paid-in capital

 

$

1,475,985,121

   
Accumulated undistributed net investment income    

27,826,183

   
Accumulated undistributed net realized gain    

22,317,394

   
Net unrealized appreciation    

369,351,941

   
   

$

1,895,480,639

   

NET ASSET VALUE PER SHARE:

 

($1,895,480,639 ÷ 85,319,794 shares outstanding)

 

$

22.22

   

MARKET PRICE PER SHARE

 

$

19.08

   

MARKET PRICE DISCOUNT TO NET ASSET VALUE PER SHARE

   

(14.13

)%

 

See accompanying notes to financial statements.
21



COHEN & STEERS INFRASTRUCTURE FUND, INC.

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2015

Investment Income:

 

Dividend income (net of $3,065,698 of foreign withholding tax)

 

$

82,665,311

   

Interest income (net of $2,731 of foreign withholding tax)

   

19,426,404

   

Rehypothecation income

   

180,065

   
Total Investment Income    

102,271,780

   

Expenses:

 

Investment management fees

   

25,197,781

   

Interest expense

   

15,994,844

   

Administration fees

   

1,493,456

   

Reports to shareholders

   

572,961

   

Custodian fees and expenses

   

402,975

   

Line of credit fees

   

304,836

   

Directors' fees and expenses

   

140,579

   

Professional fees

   

117,944

   

Transfer agent fees and expenses

   

21,626

   

Registration and filing fees

   

9,021

   

Miscellaneous

   

294,444

   

Total Expenses

   

44,550,467

   
Net Investment Income    

57,721,313

   

Net Realized and Unrealized Gain (Loss):

 

Net realized gain (loss) on:

 
Investments    

148,041,195

   

Foreign currency transactions

   

(835,089

)

 
Net realized gain    

147,206,106

   

Net change in unrealized appreciation (depreciation) on:

 
Investments    

(374,713,927

)

 

Foreign currency translations

   

(15,432

)

 
Net change in unrealized appreciation (depreciation)    

(374,729,359

)

 
Net realized and unrealized loss    

(227,523,253

)

 

Net Decrease in Net Assets Resulting from Operations

 

$

(169,801,940

)

 

See accompanying notes to financial statements.
22



COHEN & STEERS INFRASTRUCTURE FUND, INC.

STATEMENT OF CHANGES IN NET ASSETS

    For the
Year Ended
December 31, 2015
  For the
Year Ended
December 31, 2014
 

Change in Net Assets:

 

From Operations:

 

Net investment income

 

$

57,721,313

   

$

61,770,200

   
Net realized gain    

147,206,106

     

104,164,261

   
Net change in unrealized appreciation
(depreciation)
   

(374,729,359

)

   

163,538,960

   
Net increase (decrease) in net assets
resulting from operations
   

(169,801,940

)

   

329,473,421

   
Dividends and Distributions to
Shareholders from:
                 
Net investment income    

(61,505,098

)

   

(59,160,762

)

 
Net realized gain    

(75,190,637

)

   

(67,658,067

)

 
Total dividends and distributions to
shareholders
   

(136,695,735

)

   

(126,818,829

)

 

Capital Stock Transactions:

 
Decrease in net assets from Fund
share transactions
   

(8,340,715

)

   

   

Total increase (decrease) in net assets

   

(314,838,390

)

   

202,654,592

   

Net Assets:

 

Beginning of year

   

2,210,319,029

     

2,007,664,437

   

End of yeara

 

$

1,895,480,639

   

$

2,210,319,029

   

a  Includes accumulated undistributed net investment income of $27,826,183 and $20,288,150, respectively.

See accompanying notes to financial statements.
23



COHEN & STEERS INFRASTRUCTURE FUND, INC.

STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2015

Decrease in Cash:

 

Cash Flows from Operating Activities:

 

Net decrease in net assets resulting from operations

 

$

(169,801,940

)

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

Purchases of long-term investments

   

(1,693,562,144

)

 

Net amortization of premium on investments

   

444,408

   
Proceeds from sales and maturities of long-term investments    

1,783,521,686

   

Net increase in dividends and interest receivable and other assets

   

(2,480,832

)

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

(209,299

)

 
Net change in unrealized depreciation on investments    

374,713,927

   
Net realized gain on investments    

(148,041,195

)

 

Cash provided by operating activities

   

144,584,611

   

Cash Flows from Financing Activities:

 

Decrease in net assets from Fund share transactions

   

(8,340,715

)

 

Dividends and distributions paid

   

(136,343,387

)

 

Cash used for financing activities

   

(144,684,102

)

 

Decrease in cash

   

(99,491

)

 

Cash at beginning of year (including foreign currency)

   

21,700,898

   

Cash at end of year (including foreign currency)

 

$

21,601,407

   

Supplemental Disclosure of Cash Flow Information:

During the year ended December 31, 2015, interest paid was $15,993,016.

See accompanying notes to financial statements.
24




COHEN & STEERS INFRASTRUCTURE FUND, INC.

FINANCIAL HIGHLIGHTS

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

   

For the Year Ended December 31,

 

Per Share Operating Performance:

 

2015

 

2014

 

2013

 

2012

 

2011

 

Net asset value, beginning of year

 

$

25.79

   

$

23.43

   

$

20.58

   

$

17.86

   

$

18.53

   

Income (loss) from investment operations:

 
Net investment income    

0.68

a

   

0.72

a

   

0.61

a

   

0.80

     

0.91

   
Net realized and unrealized gain (loss)    

(2.66

)

   

3.12

     

3.67

b

   

3.36

     

(0.14

)

 

Total from investment operations

   

(1.98

)

   

3.84

     

4.28

     

4.16

     

0.77

   
Less dividends and distributions to
shareholders from:
 
Net investment income    

(0.72

)

   

(0.69

)

   

(0.71

)

   

(0.92

)

   

(1.02

)

 
Net realized gain    

(0.88

)

   

(0.79

)

   

(0.73

)

   

     

   

Return of capital

   

     

     

     

(0.52

)

   

(0.42

)

 
Total dividends and distributions to
shareholders
   

(1.60

)

   

(1.48

)

   

(1.44

)

   

(1.44

)

   

(1.44

)

 
Anti-dilutive effect from the repurchase of
shares
   

0.01

     

     

0.01

     

     

   

Net increase (decrease) in net asset value

   

(3.57

)

   

2.36

     

2.85

     

2.72

     

(0.67

)

 

Net asset value, end of year

 

$

22.22

   

$

25.79

   

$

23.43

   

$

20.58

   

$

17.86

   

Market value, end of year

 

$

19.08

   

$

22.72

   

$

20.60

   

$

18.75

   

$

15.80

   

Total net asset value returnc

   

–6.85

%

   

17.27

%

   

22.30

%

   

24.65

%

   

4.88

%

 

Total market value returnc

   

–9.21

%

   

17.51

%

   

18.02

%

   

28.37

%

   

4.71

%

 

See accompanying notes to financial statements.
25



COHEN & STEERS INFRASTRUCTURE FUND, INC.

FINANCIAL HIGHLIGHTS—(Continued)

   

For the Year Ended December 31,

 

Ratios/Supplemental Data:

 

2015

 

2014

 

2013

 

2012

 

2011

 

Net assets, end of year (in millions)

 

$

1,895.5

   

$

2,210.3

   

$

2,007.7

   

$

1,769.4

   

$

1,535.2

   
Ratio of expenses to average daily net
assets (before expense reduction)
   

2.11

%

   

2.01

%

   

2.23

%

   

2.07

%

   

2.18

%

 
Ratio of expenses to average daily net
assets (net of expense reduction)
   

2.11

%

   

2.01

%

   

2.23

%

   

2.06

%

   

2.09

%

 
Ratio of expenses to average daily net
assets (excluding interest expense)
   

1.35

%

   

1.30

%

   

1.42

%

   

1.44

%

   

1.41

%

 
Ratio of net investment income to average
daily net assets (before expense
reduction)
   

2.73

%

   

2.78

%

   

2.77

%

   

4.34

%

   

5.18

%

 
Ratio of net investment income to average
daily net assets (net of expense
reduction)
   

2.73

%

   

2.78

%

   

2.77

%

   

4.35

%

   

5.27

%

 
Ratio of expenses to average daily managed
assets (before expense reduction)d
   

1.50

%

   

1.46

%

   

1.57

%

   

1.40

%

   

1.44

%

 
Ratio of expenses to average daily managed
assets (net of expense reduction)d
   

1.50

%

   

1.46

%

   

1.57

%

   

1.38

%

   

1.38

%

 

Portfolio turnover rate

   

58

%

   

33

%

   

58

%

   

49

%

   

40

%

 

Credit Agreement

 
Asset coverage ratio for credit
agreement
   

323

%

   

360

%

   

336

%

   

321

%

   

292

%e

 
Asset coverage per $1,000 for
credit agreement
 

$

3,230

   

$

3,600

   

$

3,362

   

$

3,212

   

$

2,919

   

a  Calculation based on average shares outstanding.

b  Includes gains resulting from class action litigation payments on securities owned in prior years. Without these gains, the net realized and unrealized gains (losses) on investments per share would have been $3.65 and the total return on an NAV basis would have been 22.23%.

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

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

e  For the period June 1, 2009 through October 7, 2010, the Fund utilized temporary relief from the Securities and Exchange Commission permitting the Fund to maintain 200% asset coverage. The decrease in asset coverage below 300% as of December 31, 2011 was caused by a decrease in market value and is not deemed to be a violation of Section 18(a)(1) of the 1940 Act.

See accompanying notes to financial statements.
26




COHEN & STEERS INFRASTRUCTURE FUND, INC.

NOTES TO FINANCIAL STATEMENTS

Note 1. Organization and Significant Accounting Policies

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

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

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

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

Readily marketable securities traded in the over-the-counter market, including listed securities whose primary market is believed by Cohen & Steers Capital Management, Inc. (the investment manager) to be over-the-counter, are valued at the last sale price on the valuation date as reported by sources deemed appropriate by the Board of Directors to reflect their fair market value. If there has been no sale on such day, the securities are valued at the mean of the closing bid and ask prices on such day or, if no ask price is available, at the bid price. However, certain fixed-income securities may be valued on the basis of prices provided by a third-party pricing service or third-party broker-dealers when such prices are believed by the investment manager, pursuant to delegation by the Board of Directors, to reflect the fair market value of such securities. The pricing services or broker-dealers use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services or broker-dealers may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services or broker-dealers also utilize proprietary valuation models which may consider market transactions in comparable securities and the various relationships between securities in determining fair value and/or characteristics such as benchmark yield curves, option-adjusted spreads, credit spreads, estimated default rates, coupon rates,


27



COHEN & STEERS INFRASTRUCTURE FUND, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

anticipated timing of principal repayments, underlying collateral, and other unique security features which are used to calculate the fair values.

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

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

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

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

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

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

•  Level 1—quoted prices in active markets for identical investments

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

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


28



COHEN & STEERS INFRASTRUCTURE FUND, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

For movements between the levels within the fair value hierarchy, the Fund has adopted a policy of recognizing the transfer at the end of the period in which the underlying event causing the movement occurred. Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. As of December 31, 2015, there were $31,669,108 of securities transferred from Level 1 to Level 2 and $6,113,808 of securities transferred from Level 2 to Level 1, which resulted from the Fund utilizing foreign equity pricing procedures and from a change in the use of a quoted price to an evaluated mean price supplied by an independent pricing service, for one security.

The following is a summary of the inputs used as of December 31, 2015 in valuing the Fund's investments carried at value:

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

Common Stock:

 
Canada  

$

94,299,845

   

$

94,299,845

   

$

   

$

   
Chile    

6,113,808

     

6,113,808

     

     

   
Italy    

119,218,852

     

13,887,699

     

105,331,153

     

   
Mexico    

48,789,003

     

48,789,003

     

     

   
United States    

1,188,748,775

     

1,188,748,775

     

     

   
Other Countries    

783,863,758

     

     

783,863,758

     

   
Preferred Securities—
$25 Par Value:
 
United States    

122,803,923

     

116,747,738

     

6,056,185

     

   
Other Countries    

17,011,006

     

17,011,006

     

     

   
Preferred Securities—
Capital Securities:
 
United States    

127,867,192

     

     

121,554,064

     

6,313,128

   
Other Countries    

171,929,114

     

     

171,929,114

     

   

Corporate Bonds

   

19,129,235

     

     

19,129,235

     

   

Short-Term Investments

   

19,200,000

     

     

19,200,000

     

   

Total Investmentsb

 

$

2,718,974,511

   

$

1,485,597,874

   

$

1,227,063,509

   

$

6,313,128

a

 

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

b  Portfolio holdings are disclosed individually on the Schedule of Investments.


29



COHEN & STEERS INFRASTRUCTURE FUND, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

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

    Preferred Securities—
Capital Securities—
United States
 
Balance as of December 31, 2014  

$

14,978,125

   
Change in unrealized appreciation (depreciation)    

(22,184

)

 
Transfers out of Level 3a    

(8,642,813

)

 
Balance as of December 31, 2015  

$

6,313,128

   

The change in unrealized appreciation (depreciation) attributable to securities owned on December 31, 2015 which were valued using significant unobservable inputs (Level 3) amounted to $(103,122).

a  Transfers from Level 3 to Level 2 are due to an increase in market activity (e.g. frequency of trades), which resulted in an increase in available market inputs to determine prices.

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

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

Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency exchange contracts, currency gains or losses realized


30



COHEN & STEERS INFRASTRUCTURE FUND, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

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

Foreign Securities: The Fund directly purchases securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the ability to repatriate funds, less complete financial information about companies and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than securities of comparable U.S. issuers.

Dividends and Distributions to Shareholders: Dividends from net investment income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from GAAP. Dividends from net investment income, if any, are declared and paid quarterly. Net realized capital gains, unless offset by any available capital loss carryforward, are typically distributed to shareholders at least annually. Dividends and distributions to shareholders are recorded on the ex-dividend date and are automatically reinvested in full and fractional shares of the Fund in accordance with the Fund's Reinvestment Plan, unless the shareholder has elected to have them paid in cash.

On March 9, 2015, the Fund's Board of Directors announced that the Fund implemented a managed distribution policy in accordance with exemptive relief issued by the Securities and Exchange Commission. This policy gives the Fund greater flexibility to realize long-term capital gains throughout the year and to distribute those gains on a more regular basis to shareholders. Therefore, regular quarterly distributions throughout the year may include a portion of estimated realized long-term capital gains, along with net investment income, short-term capital gains and return of capital, which is not taxable. In accordance with the relief, the Fund is required to adhere to certain conditions in order to distribute long-term capital gains during the year. For the year ended December 31, 2015, the Fund paid distributions from both net investment income and net realized capital gain.

Income Taxes: It is the policy of the Fund to continue to qualify as a regulated investment company, if such qualification is in the best interest of the shareholders, by complying with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies, and by distributing substantially all of its taxable earnings to its shareholders. Also, in order to avoid the payment of any federal excise taxes, the Fund will distribute substantially all of its net investment income and net realized gains on a calendar year basis. Accordingly, no provision for federal income or excise tax is necessary. Dividend and interest income from holdings in non-U.S. securities is recorded net of non-U.S. taxes paid. Management has analyzed the Fund's tax positions taken on federal and applicable state income tax returns as well as its tax positions in non-U.S. jurisdictions in which it trades for all open tax years and has concluded that as of December 31, 2015, no additional provisions for income tax are required in the Fund's financial statements. The Fund's tax positions for the tax years for which the


31



COHEN & STEERS INFRASTRUCTURE FUND, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service, state departments of revenue and by foreign tax authorities.

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

Investment Management Fees: The investment manager serves as the Fund's investment manager pursuant to an investment management agreement (the investment management agreement). Under the terms of the investment management agreement, the investment manager provides the Fund with day-to-day investment decisions and generally manages the Fund's investments in accordance with the stated policies of the Fund, subject to the supervision of the Board of Directors.

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

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

Administration Fees: The Fund has entered into an administration agreement with the investment manager under which the investment manager performs certain administrative functions for the Fund and receives a fee, accrued daily and paid monthly, at the annual rate of 0.06% of the average daily managed assets of the Fund up to $1 billion, 0.04% of the average daily managed assets of the Fund in excess of $1 billion and up to $1.5 billion and 0.02% of the average daily managed assets of the Fund in excess of $1.5 billion. For the year ended December 31, 2015, the Fund incurred $1,092,889 in fees under this administration agreement. Additionally, the Fund pays State Street Bank and Trust Company as co-administrator under a fund accounting and administration agreement.

Directors' and Officers' Fees: Certain directors and officers of the Fund are also directors, officers and/or employees of the investment manager. The Fund does not pay compensation to directors and officers affiliated with the investment manager except for the Chief Compliance Officer, who received compensation from the investment manager, which was reimbursed by the Fund, in the amount of $36,684 for the year ended December 31, 2015.

Note 3. Purchases and Sales of Securities

Purchases and sales of securities, excluding short-term investments, for the year ended December 31, 2015, totaled $1,693,476,930 and $1,764,545,665, respectively.


32



COHEN & STEERS INFRASTRUCTURE FUND, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

Note 4. Income Tax Information

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

  For the Year Ended
December 31,
 

 

2015

 

2014

 

Ordinary income

 

$

61,505,098

   

$

59,160,762

   
Long-term capital gain    

75,190,637

     

67,658,067

   

Total dividends and distributions

 

$

136,695,735

   

$

126,818,829

   

As of December 31, 2015, the tax-basis components of accumulated earnings and the federal tax cost were as follows:

Cost for federal income tax purposes

 

$

2,311,129,362

   

Gross unrealized appreciation

 

$

526,732,685

   
Gross unrealized depreciation    

(118,887,536

)

 

Net unrealized appreciation

 

$

407,845,149

   

Undistributed long-term capital gains

 

$

42,373,441

   

As of December 31, 2015, the Fund had a net short-term capital loss carryforward of $21,058,495 which may be used to offset future capital gains. These losses will expire on December 31, 2016. All of the net capital loss carryforward was acquired from the Fund's merger with Cohen & Steers REIT and Utility Income Fund, Inc. Federal tax rules limit the Fund's use of these capital loss carryforwards. It is possible that all or portion of these losses will not be able to be utilized prior to their expiration.

During the year ended December 31, 2015, the Fund utilized net capital loss carryforwards of $26,400,169.

As of December 31, 2015, the Fund had temporary book/tax differences primarily attributable to wash sales on portfolio securities, passive foreign investment companies and partnership investments and permanent book/tax differences primarily attributable to foreign currency transactions, certain fixed income securities, partnership investments and prior year distribution adjustments. To reflect reclassifications arising from the permanent differences, paid-in capital was credited $524,615, accumulated undistributed net realized gain was charged $11,846,433 and accumulated undistributed net investment income was credited $11,321,818. Net assets were not affected by this reclassification.

Note 5. Capital Stock

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

During the years ended December 31, 2015 and December 31, 2014, the Fund did not issue any shares of common stock for the reinvestment of dividends.


33



COHEN & STEERS INFRASTRUCTURE FUND, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

On December 8, 2015, the Board of Directors approved the continuation of the delegation of its authority to management to effect repurchases, pursuant to management's discretion and subject to market conditions and investment considerations, of up to 10% of the Fund's common shares outstanding (Share Repurchase Program) as of January 1, 2016, through the fiscal year ended December 31, 2016.

During the year ended December 31, 2015, the Fund repurchased 368,604 Treasury shares of its common stock at an average price of $22.63 per share (including brokerage commissions) at a weighted average discount of 12.7%. These repurchases, which had a total cost of $8,340,715, resulted in an increase of $0.01 to the Fund's net asset value per share. During the year ended December 31, 2014, the Fund did not effect any repurchases.

Note 6. Borrowings

The Fund has entered into an amended and restated credit agreement (the credit agreement) with BNP Paribas Prime Brokerage International, Ltd. (BNPP) in which the Fund pays a monthly financing charge based on a combination of LIBOR-based variable and fixed rates. The commitment amount of the credit agreement is $850,000,000. The Fund also pays a fee of 0.55% per annum on any unused portion of the credit agreement. BNPP may not change certain terms of the credit agreement except upon 360 days' notice. Also, if the Fund violates certain conditions, the credit agreement may be terminated. The Fund is required to pledge portfolio securities as collateral in an amount up to two times the loan balance outstanding (or more depending on the terms of the credit agreement) and has granted a security interest in the securities pledged to, and in favor of, BNPP as security for the loan balance outstanding. If the Fund fails to meet certain requirements, or maintain other financial covenants required under the credit agreement, the Fund may be required to repay immediately, in part or in full, the loan balance outstanding under the credit agreement, necessitating the sale of portfolio securities at potentially inopportune times. The Fund may, upon prior written notice to BNPP, prepay all or a portion of the fixed and variable rate portions of the credit facility. The Fund may have to pay a breakage fee with respect to a prepayment of all or a portion of the fixed rate financing under the credit facility. The credit agreement also permits, subject to certain conditions, BNPP to rehypothecate portfolio securities pledged by the Fund up to the amount of the loan balance outstanding. The Fund continues to receive dividends and interest on rehypothecated securities. The Fund also has the right under the credit agreement to recall the rehypothecated securities from BNPP on demand. If BNPP fails to deliver the recalled security in a timely manner, the Fund will be compensated by BNPP for any fees or losses related to the failed delivery or, in the event a recalled security will not be returned by BNPP, the Fund, upon notice to BNPP, may reduce the loan balance outstanding by the amount of the recalled security failed to be returned. The Fund will receive a portion of the fees earned by BNPP in connection with the rehypothecation of portfolio securities.

On February 24, 2015, the Fund entered into an amendment to the credit agreement in order to extend the term length of the 5-year, 6-year and 7-year fixed rate tranches of the credit agreement by three years to 2020, 2021 and 2022, respectively. The new rates will increase and become effective upon maturity date of the current fixed rate tranches. In connection with the extension, the Fund paid an arrangement fee based on the aggregate fixed rate financing amount.


34



COHEN & STEERS INFRASTRUCTURE FUND, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

As of December 31, 2015, the Fund had outstanding borrowings of $850,000,000. During the year ended December 31, 2015, the Fund borrowed an average daily balance of $850,000,000 at a weighted average borrowing cost of 1.9%. As of December 31, 2015, the aggregate value of rehypothecated securities, which are reflected as part of investments in securities on the Statement of Assets and Liabilities, was $777,174,354. The value of the outstanding borrowings under the credit agreement exceeded the value of the rehypothecated securities at December 31, 2015. During the year ended December 31, 2015, the Fund earned $180,065 in fees from rehypothecated securities.

Note 7. Other

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

Note 8. Subsequent Events

Management has evaluated events and transactions occurring after December 31, 2015 through the date that the financial statements were issued, and has determined that no additional disclosure in the financial statements is required.


35




COHEN & STEERS INFRASTRUCTURE FUND, INC.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Cohen & Steers Infrastructure Fund, Inc.

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations, of changes in net assets and of cash flows and the financial highlights present fairly, in all material respects, the financial position of Cohen & Steers Infrastructure Fund, Inc. (the "Fund") at December 31, 2015, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
New York, New York
February 25, 2016


36




COHEN & STEERS INFRASTRUCTURE FUND, INC.

AVERAGE ANNUAL TOTAL RETURNS

(Periods ended December 31, 2015) (Unaudited)

Based on Net Asset Value

 

Based on Market Value

 
One Year  

Five Years

 

Ten Years

  Since Inception
(3/30/04)
 

One Year

 

Five Years

 

Ten Years

  Since Inception
(3/30/04)
 
  –6.85

%

   

11.80

%

   

7.91

%

   

9.63

%

   

–9.21

%

   

11.10

%

   

8.13

%

   

7.79

%

 

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

TAX INFORMATION—2015 (Unaudited)

Pursuant to the Jobs and Growth Relief Reconciliation Act of 2003, the Fund designates qualified dividend income of $61,505,098. Additionally, 54.14% of the ordinary dividends qualified for the dividends received deduction available to corporations. Also, the Fund designates a long-term capital gain distribution of $75,190,637 at the 20% maximum rate.

REINVESTMENT PLAN

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

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

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


37



COHEN & STEERS INFRASTRUCTURE FUND, INC.

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

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

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

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

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

OTHER INFORMATION

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

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q are available (i) without charge, upon request, by calling 800-330-7348 or (ii) on the SEC's website at http://www.sec.gov. In addition, the Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.

Please note that distributions paid by the Fund to shareholders are subject to recharacterization for tax purposes and are taxable up to the amount of the Fund's investment company taxable income and net realized gains. Distributions in excess of the Fund's investment company taxable income and net realized gains are a return of capital distributed from the Fund's assets. To the extent this occurs, the Fund's shareholders of record will be notified of the estimated amount of capital returned to


38



COHEN & STEERS INFRASTRUCTURE FUND, INC.

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

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

Election of Directors

Effective October 1, 2015, the Board of Directors has elected Gerald J. Maginnis and Jane F. Magpiong as directors of the Fund to serve until the annual meeting of stockholders in 2016 and 2018, respectively, and until his or her successor is duly elected and qualifies. Please refer to the section titled "Management of the Fund" for the biographical information of each director.

Investment Policy Change

On April 23, 2015, the Fund announced that its stockholders approved a revision to the Fund's fundamental investment restriction with respect to concentrating investments in an industry. The amended fundamental investment restriction approved by stockholders states that the Fund may not invest more than 25% of its managed assets in securities of issuers in any one industry, except for securities in infrastructure companies.

Benchmark Change

Effective as of the close of business of March 31, 2015, the Fund's investment manager replaced the Fund's benchmark, UBS Global 50/50 Infrastructure & Utilities Index (UBS 50/50), with the FTSE Global Core Infrastructure 50/50 Index (FTSE 50/50). The benchmark was replaced because UBS retired the UBS 50/50.


39




COHEN & STEERS INFRASTRUCTURE FUND, INC.

MANAGEMENT OF THE FUND

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

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

Name, Address and
Year of Birth1
  Position(s) Held
With Fund
  Term of
Office2
  Principal Occupation
During At Least
The Past 5 Years
(Including Other
Directorships Held)
  Number of
Funds Within
Fund
Complex
Overseen by
Director
(Including
the Fund)
  Length
of Time
Served3
 

Interested Directors4

 
Robert H. Steers
1953
 

Director and Chairman

 

Until next election of directors

 

Chief Executive Officer of Cohen & Steers Capital Management, Inc. (CSCM or the Advisor) and its parent, Cohen & Steers, Inc. (CNS) since 2014. Prior to that, Co-Chairman and Co-Chief Executive Officer of the Advisor since 2003 and CNS since 2004.

 

22

 

Since 1991

 
Joseph M. Harvey
1963
 

Director and Vice President

 

Until next election of directors

 

President and Chief Investment Officer of the Advisor since 2003 and President of CNS since 2004.

 

22

 

Since 2014

 

  (table continued on next page)


40



COHEN & STEERS INFRASTRUCTURE FUND, INC.

(table continued from previous page)

Name, Address and
Year of Birth1
  Position(s) Held
With Fund
  Term of
Office2
  Principal Occupation
During At Least
The Past 5 Years
(Including Other
Directorships Held)
  Number of
Funds Within
Fund
Complex
Overseen by
Director
(Including
the Fund)
  Length
of Time
Served3
 

Disinterested Directors

 
Michael G. Clark
1965
 

Director

 

Until next election of directors

 

From 2006 to 2011, President and Chief Executive Officer of DWS Funds and Managing Director of Deutsche Asset Management.

 

22

 

Since 2011

 
Bonnie Cohen
1942
 

Director

 

Until next election of directors

 

Consultant. Board Member, DC Public Library Foundation since 2012, President since 2014; Board Member, Telluride Mountain Film Festival since 2010; Trustee, H. Rubenstein Foundation since 1996; Trustee, District of Columbia Public Libraries from 2004 to 2014.

 

22

 

Since 2001

 
George Grossman
1953
 

Director

 

Until next election of directors

 

Attorney-at-law.

 

22

 

Since 1996

 
Dean Junkans
1959
 

Director

 

Until next election of directors

 

C.F.A.; 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; Member and former Chair, Claritas Advisory Committee at the CFA Institute since 2013; Board Member and Investment Committee member, Bethel University Foundation since 2010; formerly, Corporate Executive Board Member of the National Chief Investment Officers Circle, 2010 to 2015; formerly, Member of the Board of Governors of the University of Wisconsin Foundation, River Falls, 1996 to 2004; U.S. Army Veteran, Gulf War.

 

22

 

Since 2015

 

  (table continued on next page)


41



COHEN & STEERS INFRASTRUCTURE FUND, INC.

(table continued from previous page)

Name, Address and
Year of Birth1
  Position(s) Held
With Fund
  Term of
Office2
  Principal Occupation
During At Least
The Past 5 Years
(Including Other
Directorships Held)
  Number of
Funds Within
Fund
Complex
Overseen by
Director
(Including
the Fund)
  Length
of Time
Served3
 
Richard E. Kroon
1942
 

Director

 

Until next election of directors

 

Member of Investment Committee, Monmouth University since 2004; Retired Chairman and Managing Partner of Sprout Group venture capital funds, then an affiliate of Donaldson, Lufkin and Jenrette Securities Corporation from 1981 to 2001. Former Director of the National Venture Capital Association from 1997 to 2000, and Chairman for the year 2000.

 

22

 

Since 2004

 
Gerald J. Maginnis
1955
 

Director

 

Until next election of directors

 

Philadelphia Office Managing Partner, KPMG LLP from 2006 to 2015; Partner in Charge, KPMG Pennsylvania Audit Practice from 2002 to 2008; President, Pennsylvania Institute of Certified Public Accountants (PICPA) from 2014 to 2015; member, PICPA Board of Directors; member, Council of the American Institute of Certified Public Accountants (AICPA); member, Board of Trustees of AICPA Foundation.

 

22

 

Since 2015

 

  (table continued on next page)


42



COHEN & STEERS INFRASTRUCTURE FUND, INC.

(table continued from previous page)

Name, Address and
Year of Birth1
  Position(s) Held
With Fund
  Term of
Office2
  Principal Occupation
During At Least
The Past 5 Years
(Including Other
Directorships Held)
  Number of
Funds Within
Fund
Complex
Overseen by
Director
(Including
the Fund)
  Length
of Time
Served3
 
Jane F. Magpiong
1960
 

Director

 

Until next election of directors

 

President, Untap Potential since 2013; Board Member, Crespi High School Since 2014; Senior Managing Director, TIAA-CREF, from 2011 to 2013; National Head of Wealth Management, TIAA-CREF, from 2008 to 2011; and prior to that, President, Bank of America Private Bank from 2005 to 2008.

 

22

 

Since 2015

 
Richard J. Norman
1943
 

Director

 

Until next election of directors

 

Private Investor. Member, Montgomery County, Maryland Department of Corrections Volunteer Corps. since February 2010; Liason for Business Leadership, Salvation Army World Service Organization (SAWSO) since 2010; Advisory Board Member, The Salvation Army since 1985; Prior thereto, Investment Representative of Morgan Stanley Dean Witter from 1966 to 2000.

 

22

 

Since 2001

 

  (table continued on next page)


43



COHEN & STEERS INFRASTRUCTURE FUND, INC.

(table continued from previous page)

Name, Address and
Year of Birth1
  Position(s) Held
With Fund
  Term of
Office2
  Principal Occupation
During At Least
The Past 5 Years
(Including Other
Directorships Held)
  Number of
Funds Within
Fund
Complex
Overseen by
Director
(Including
the Fund)
  Length
of Time
Served3
 
Frank K. Ross
1943
 

Director

 

Until next election of directors

 

Visiting Professor of Accounting and Director of the Center for Accounting Education at Howard University School of Business since 2004; Board member and member of Audit Committee (Chairman from 2007 to 2012) and Human Resources and Compensation Committee, Pepco Holdings, Inc. (electric utility) from 2004 to 2014; Formerly, Mid-Atlantic Area Managing Partner for Assurance Services at KPMG LLP and Managing Partner of its Washington, DC offices from 1995 to 2003.

 

22

 

Since 2004

 
C. Edward Ward, Jr.
1946
 

Director

 

Until next election of directors

 

Member of The Board of Trustees of Manhattan College, Riverdale, New York from 2004 to 2014. Formerly Director of closed-end fund management for the New York Stock Exchange (the NYSE) where he worked from 1979 to 2004.

 

22

 

Since 2004

 

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

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

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

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


44



COHEN & STEERS INFRASTRUCTURE FUND, INC.

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

Name, Address and
Year of Birth1
  Position(s) Held
With Fund
 

Principal Occupation During At Least the Past 5 Years

  Length
of Time
Served2
 
Adam M. Derechin
1964
 

President and Chief Executive Officer

 

Chief Operating Officer of CSCM since 2003 and CNS since 2004.

 

Since 2005

 
Robert S. Becker
1969
 

Vice President

 

Senior Vice President of CSCM since 2003.

 

Since 2003

 
Benjamin Morton
1974
 

Vice President

 

Senior Vice President of CSCM since 2003.

 

Since 2004

 
William F. Scapell
1968
 

Vice President

 

Executive Vice President of CSCM since 2014. Prior to that, Senior Vice President of CSCM since 2003.

 

Since 2003

 
Yigal D. Jhirad
1964
 

Vice President

 

Senior Vice President of CSCM since 2007.

 

Since 2007

 
Tina M. Payne
1974
 

Secretary and Chief Legal Officer

 

Senior Vice President and Associate General Counsel of CSCM since 2010.

 

Since 2007

 
James Giallanza
1966
 

Treasurer and Chief Financial Officer

 

Executive Vice President of CSCM since 2014. Prior to that, Senior Vice President of CSCM since 2006.

 

Since 2006

 
Lisa D. Phelan
1968
 

Chief Compliance Officer

 

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

 

Since 2006

 

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 to that position in 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.


45




COHEN & STEERS INFRASTRUCTURE FUND, INC.

Cohen & Steers Privacy Policy

Facts

 

What Does Cohen & Steers Do With Your Personal Information?

 

Why?

 

Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?

  The types of personal information we collect and share depend on the product or service you have with us. This information can include:
• Social Security number and account balances
• Transaction history and account transactions
• Purchase history and wire transfer instructions
 

How?

 

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

 

 

Reasons we can share your personal information   Does Cohen & Steers
share?
  Can you limit this
sharing?
 
For our everyday business purposes—
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or reports to credit bureaus
 

Yes

 

No

 
For our marketing purposes—
to offer our products and services to you
 

Yes

 

No

 

For joint marketing with other financial companies—

 

No

 

We don't share

 
For our affiliates' everyday business purposes—
information about your transactions and experiences
 

No

 

We don't share

 
For our affiliates' everyday business purposes—
information about your creditworthiness
 

No

 

We don't share

 

For our affiliates to market to you—

 

No

 

We don't share

 

For non-affiliates to market to you—

 

No

 

We don't share

 

Questions?  Call 800.330.7348


46



COHEN & STEERS INFRASTRUCTURE FUND, INC.

Cohen & Steers Privacy Policy—(Continued)

Who we are

     

Who is providing this notice?

 

Cohen & Steers Capital Management, Inc., Cohen & Steers Asia Limited, Cohen & Steers Japan, LLC, Cohen & Steers UK Limited, Cohen & Steers Securities, LLC, Cohen & Steers Private Funds and Cohen & Steers Open and Closed-End Funds (collectively, Cohen & Steers).

 

What we do

     

How does Cohen & Steers protect my personal information?

 

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We restrict access to your information to those employees who need it to perform their jobs, and also require companies that provide services on our behalf to protect your information.

 

How does Cohen & Steers collect my personal information?

  We collect your personal information, for example, when you:
• Open an account or buy securities from us
• Provide account information or give us your contact information
• Make deposits or withdrawals from your account
We also collect your personal information from other companies.
 

Why can't I limit all sharing?

  Federal law gives you the right to limit only:
• sharing for affiliates' everyday business purposes—information about your creditworthiness
• affiliates from using your information to market to you
• sharing for non-affiliates to market to you
State law and individual companies may give you additional rights to limit sharing.
 

Definitions

     

Affiliates

  Companies related by common ownership or control. They can be financial and nonfinancial companies.
• Cohen & Steers does not share with affiliates.
 

Non-affiliates

  Companies not related by common ownership or control. They can be financial and nonfinancial companies.
• Cohen & Steers does not share with non-affiliates.
 

Joint marketing

  A formal agreement between non-affiliated financial companies that together market financial products or services to you.
• Cohen & Steers does not jointly market.
 


47



COHEN & STEERS INFRASTRUCTURE FUND, INC.

Cohen & Steers Investment Solutions

COHEN & STEERS GLOBAL REALTY SHARES

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

  •  Symbols: CSFAX, CSFCX, CSSPX, GRSRX, CSFZX

COHEN & STEERS INSTITUTIONAL REALTY SHARES

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

  •  Symbol: CSRIX

COHEN & STEERS REAL ESTATE SECURITIES FUND

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

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

COHEN & STEERS INTERNATIONAL REALTY FUND

  •  Designed for investors seeking total return, investing primarily in international real estate securities

  •  Symbols: IRFAX, IRFCX, IRFIX, IRFRX, IRFZX

COHEN & STEERS REALTY SHARES

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

  •  Symbol: CSRSX

COHEN & STEERS
INSTITUTIONAL GLOBAL REALTY SHARES

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

  •  Symbol: GRSIX

COHEN & STEERS GLOBAL INFRASTRUCTURE FUND

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

  •  Symbols: CSUAX, CSUCX, CSUIX, CSURX, CSUZX

COHEN & STEERS DIVIDEND VALUE FUND

  •  Designed for investors seeking long-term growth of income and capital appreciation, investing primarily in dividend paying common stocks and preferred stocks

  •  Symbols: DVFAX, DVFCX, DVFIX, DVFRX, DVFZX

COHEN & STEERS
PREFERRED SECURITIES AND INCOME FUND

  •  Designed for investors seeking total return (high current income and capital appreciation), investing primarily in preferred and debt securities

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

COHEN & STEERS
LOW DURATION PREFERRED AND INCOME FUND

  •  Designed for investors seeking high current income and capital preservation by investing in low-duration preferred and other income securities

  •  Symbols: LPXAX, LPXCX, LPXIX, LPXRX, LPXZX

COHEN & STEERS REAL ASSETS FUND

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

  •  Symbols: RAPAX, RAPCX, RAPIX, RAPRX, RAPZX

COHEN & STEERS
MLP & ENERGY OPPORTUNITY FUND

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

  •  Symbols: MLOAX, MLOCX, MLOIX, MLORX, MLOZX

COHEN & STEERS
ACTIVE COMMODITIES STRATEGY FUND

  •  Designed for investors seeking total return, investing primarily in a diversified portfolio of exchange-traded commodity future contracts and other commodity-related derivative instruments

  •  Symbols: CDFAX, CDFCX, CDFIX, CDFRX, CDFZX

Distributed by Cohen & Steers Securities, LLC.

COHEN & STEERS GLOBAL REALTY MAJORS ETF

  •  Designed for investors who seek a relatively low-cost passive approach for investing in a portfolio of real estate equity securities of companies in a specified index

  •  Symbol: GRI

Distributed by ALPS Distributors, Inc.

ISHARES COHEN & STEERS
REALTY MAJORS INDEX FUND

  •  Designed for investors who seek a relatively low-cost passive approach for investing in a portfolio of real estate equity securities of companies in a specified index

  •  Symbol: ICF

Distributed by SEI Investments Distribution Co.

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


48



COHEN & STEERS INFRASTRUCTURE FUND, INC.

OFFICERS AND DIRECTORS

Robert H. Steers
Director and Chairman

Joseph M. Harvey
Director and Vice President

Michael G. Clark
Director

Bonnie Cohen
Director

George Grossman
Director

Dean Junkans
Director

Richard E. Kroon
Director

Gerald J. Maginnis
Director

Jane F. Magpiong
Director

Richard J. Norman
Director

Frank K. Ross
Director

C. Edward Ward, Jr.
Director

Adam M. Derechin
President and Chief Executive Officer

Robert S. Becker
Vice President

Benjamin Morton
Vice President

William F. Scapell
Vice President

Yigal D. Jhirad
Vice President

Tina M. Payne
Secretary and Chief Legal Officer

James Giallanza
Treasurer and Chief Financial Officer

Lisa D. Phelan
Chief Compliance Officer

KEY INFORMATION

Investment Manager

Cohen & Steers Capital Management, Inc.
280 Park Avenue
New York, NY 10017
(212) 832-3232

Co-administrator and Custodian

State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111

Transfer Agent

Computershare
480 Washington Boulevard
Jersey City, NJ 07310
(866) 227-0757

Legal Counsel

Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036

New York Stock Exchange Symbol: UTF

Website: cohenandsteers.com

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


49




COHEN & STEERS

INFRASTRUCTURE FUND

280 PARK AVENUE

NEW YORK, NY 10017

eDelivery NOW AVAILABLE

Stop traditional mail delivery; receive your shareholder reports and prospectus online.

Sign up at cohenandsteers.com

UTFAR

Annual Report December 31, 2015

Cohen & Steers Infrastructure Fund




 

Item 2. Code of Ethics.

 

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

 

Item 3. Audit Committee Financial Expert.

 

The registrant’s board has determined that Michael G. Clark and Frank K. Ross, each a member of the board’s Audit Committee, are each an “audit committee financial expert”.  Mr. Clark and Mr. Ross are each “independent,” as such term is defined in Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

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

 

 

 

2015

 

2014

 

Audit Fees

 

$

54,300

 

$

54,300

 

Audit-Related Fees

 

$

0

 

$

0

 

Tax Fees

 

$

15,100

 

$

15,100

 

All Other Fees

 

$

0

 

$

0

 

 

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

 

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

 

The audit committee may delegate pre-approval authority to one or more of its members who are independent members of the board of directors of the registrant. The member or members to whom such authority is delegated shall report any pre-approval decisions to the audit committee

 



 

at its next scheduled meeting.  The audit committee may not delegate its responsibility to pre-approve services to be performed by the registrant’s principal accountant to the investment advisor.

 

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

 

(f)                                   Not applicable.

 

(g)                                  For the fiscal years ended December 31, 2015 and December 31, 2014, 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:

 

 

 

2015

 

2014

 

Registrant

 

$

15,100

 

$

15,100

 

Investment Advisor

 

$

0

 

$

15,000

 

 

(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 Frank K. Ross (chairman), Michael G. Clark, Bonnie Cohen, George Grossman and Richard E. Kroon.

 

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., 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, 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

 

A.                                    General Proxy Voting Guidelines

 

Objectives

 

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

 

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

 

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

 

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

 

General Principles

 

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

 

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

 



 

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

 

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

 

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

 

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

 

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

 

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

 

General Guidelines

 

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

 

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

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

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

 

Specific Guidelines

 

Uncontested Director Elections

 

Votes on director nominees should be made on a case-by-case basis using a “mosaic” approach, where all factors are considered in director elections and where no single issue is deemed to be determinative.  For example, a nominee’s experience and business judgment may be critical to the long-term success of the portfolio company, notwithstanding the fact that he or she may serve on the board of more than four public companies. In evaluating nominees, we consider 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;

 

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

 

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

 

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

 

·                  Whether the nominee is an insider or affiliated outsider on boards that are not at least majority independent;

 

·                  Whether the nominee is the CEO of a publicly-traded company who serves on more than two public boards;

 

·                  Whether the nominee is the chairperson of a publicly-traded company who serves on more than two public boards;

 

·                  Whether the nominee serves on more than four public company boards;

 

·                  Whether the nominee serves on the audit committee where there is evidence (such as audit reports or reports mandated under the Sarbanes Oxley Act) that there exists material weaknesses in the company’s internal controls;

 

·                  Whether the nominee serves on the compensation committee if that director was present at the time of the grant of backdated options or options the pricing or the timing of which we believe may have been manipulated to provide additional benefits to executives;

 

·                  Whether the nominee has a material related party transaction or is believed by us to have a material conflict of interest with the portfolio company;

 

·                  Whether the nominee (or the overall board) in our view has a record of making poor corporate or strategic decisions or has demonstrated an overall lack of good business judgment, including, among other things, whether the company’s total shareholder return is in the bottom 25% of its peer group over the prior five years;

 

·                  Material failures of governance, stewardship, risk oversight(1), or fiduciary responsibilities at the

 


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

 



 

company;

 

·                  Failure to replace management as appropriate; and

 

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

 

Proxy Access

 

We recognize the importance of shareholder access to the ballot process as a means to ensure that boards do not become self-perpetuating and self-serving.  However, we are also aware that some proposals may promote certain interest groups and could be disruptive to the nomination process.  We vote on a case-by-case basis considering the proxy access terms in light of a company’s specific circumstances and we may support proxy access proposals when management and boards have displayed a lack of shareholder accountability.

 

Proxy Contests

 

Director Nominees in a Contested Election

 

By definition, this type of board candidate or slate runs for the purpose of seeking a significant change in corporate policy or control.  Therefore, the economic impact of the vote in favor of or in opposition to that director or slate must be analyzed using a higher standard such as is normally applied to changes in control.  Criteria for evaluating director nominees as a group or individually should also include: the underlying reason why the new slate (or individual director) is being proposed; performance; compensation; corporate governance provisions and takeover activity; criminal activity; attendance at meetings; investment in the company; interlocking directorships; inside, outside and independent directors; number of other board seats; and other experience.  It is impossible to have a general policy regarding director nominees in a contested election.

 

Reimbursement of Proxy Solicitation Expenses

 

Decisions to provide full reimbursement for dissidents waging a proxy contest should be made on a case-by-case basis. In the absence of compelling reasons, Cohen & Steers will generally not support such proposals.

 

Ratification of Auditors

 

We vote 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 in a timely manner prior to the meeting;

 

·                  the auditors are being changed without explanation; or

 

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

 

In circumstances 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.

 

We vote on a case-by-case basis on auditor rotation proposals.  Criteria for evaluating the rotation proposal include, but are not limited to: tenure of the audit firm; establishment and disclosure of a renewal process whereby the auditor is regularly evaluated for both audit quality and competitive price; length of the rotation period advocated in the proposal; and any significant audit related issues.

 

Generally, we vote against auditor indemnification and limitation of liability; however we recognize there may be situations where indemnification and limitations on liability may be appropriate.

 

Takeover Defenses

 

While we recognize that a takeover attempt can be a significant distraction for the board and management to deal with, the simple fact is that the possibility of a corporate takeover keeps management focused on maximizing shareholder value.  As a result, Cohen & Steers opposes measures that are designed to prevent or obstruct corporate takeovers because they can entrench current management.  The following are our guidelines on change of control issues:

 

Shareholder Rights Plans

 

We acknowledge that there are arguments for and against shareholder rights plans, also known as “poison pills.”  Companies should put their case for rights plans to shareholders.

 

We review on a case-by-case basis management proposals to ratify a poison pill. We generally look for shareholder friendly features including a two- to three-year sunset provision, a permitted bid provision and a 20 percent or higher flip-in provision.

 

Greenmail

 

We vote for proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a company’s ability to make greenmail payments.

 

Unequal Voting Rights

 

Generally, we vote against dual-class recapitalizations as they offer an effective way for a firm to thwart hostile takeovers by concentrating voting power in the hands of management or other insiders.  We support the one-share, one-vote principle for voting.

 



 

Classified Boards

 

We generally vote in favor of shareholder proposals to declassify a board of directors, although we acknowledge that a classified board may be in the long-term best interests of the shareholders of a company in certain situations, such as continuity of a strong board and management team or for certain types of companies.  In voting on shareholder proposals to declassify a board of directors, we evaluate all facts and circumstances surrounding such proposal, including whether: (i) the current management and board have a track record of making good corporate or strategic decisions, (ii) the shareholder proposing the de-classification has an agenda in making such proposal that may be at odds with the long-term best interests of the shareholders of the company, or (iii) it would be in the best interests of the company to thwart a shareholder’s attempt to control the board of directors.

 

Cumulative Voting

 

Having the ability to cumulate our votes for the election of directors — that is, cast more than one vote for a director about whom they feel strongly — generally increases shareholders’ rights to effect change in the management of a corporation. However, we acknowledge that cumulative voting promotes special candidates who may not represent the interests of all, or even a majority, of shareholders.  In voting on proposals to institute cumulative voting, we therefore evaluate all facts and circumstances surrounding such proposal and we generally vote against cumulative voting where the company has good corporate governance practices in place, including majority voting for board elections and de-classified boards.

 

Shareholder Ability to Call Special Meeting

 

Cohen & Steers votes on a case-by-case basis for shareholder proposals requesting companies to amend their governance documents (bylaws and/or charter) in order to allow shareholders to call special meetings.  We recognize the importance on shareholder ability to call a special meeting and generally will vote for such shareholder proposals where the shareholder(s) making such proposal hold at least 20% of the company’s outstanding shares. However, we are also aware that some proposals are put forth in order to promote the agenda(s) of certain special interest groups and could be disruptive to the management of the company, and in those cases we will vote against such shareholder proposals.

 

Shareholder Ability to Act by Written Consent

 

We generally vote against proposals to allow or facilitate shareholder action by written consent.  The requirement that all shareholders be given notice of a shareholders’ meeting and matters to be discussed therein seems to provide a reasonable protection of minority shareholder rights.

 

Shareholder Ability to Alter the Size of the Board

 

We generally vote for proposals that seek to fix the size of the board and vote against proposals that give management the ability to alter the size of the board without shareholder approval. While we recognize the importance of such proposals, we are however also aware that these proposals are sometimes put forth in order to promote the agenda(s) of certain special interest groups and could be disruptive to the management of the company.

 



 

Miscellaneous Board Provisions

 

Board Committees

 

Boards should delegate key oversight functions, such as responsibility for audit, nominating and compensation issues, to independent committees. The chairman and members of any committee should be clearly identified in the annual report. Any committee should have the authority to engage independent advisors where appropriate at the company’s expense.

 

Audit, nominating and compensation committees should consist solely of non-employee directors, who are independent of management.

 

Independent Chairman

 

We review on a case-by-case basis proposals requiring that the chairman’s position be filled by an independent director, taking into consideration the company’s current board leadership and governance structure; company performance, and any other factors that may be applicable.

 

Separate Chairman and CEO Role

 

We will generally vote for proposals looking to separate the CEO and Chairman roles.  We do acknowledge, however, that under certain circumstances, it may be reasonable for the CEO and Chairman roles to be held by a single person.

 

Lead Directors and Executive Sessions

 

In cases where the CEO and Chairman roles are combined or the Chairman is not independent, we will vote for the appointment of a lead independent director and for regular executive sessions (board meetings taking place without the CEO/Chairman present).

 

Majority of Independent Directors

 

We vote for proposals that call for the board to be composed of a majority of independent directors. We believe that a majority of independent directors can be an important factor in facilitating objective decision making and enhancing accountability to shareholders.

 

Independent Committees

 

We vote for shareholder proposals requesting that the board’s audit, compensation, and nominating committees consist exclusively of independent directors.

 

Stock Ownership Requirements

 

We support measures requiring senior executives 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.

 

Term of Office

 

We vote against shareholder proposals to limit the tenure of outside directors. Term limits pose artificial and arbitrary impositions on the board and could harm shareholder interests by forcing experienced and knowledgeable directors off the board.

 



 

Director and Officer Indemnification and Liability Protection

 

We generally support indemnification provisions that are consistent with the local jurisdiction in which the company has been formed.  We vote in favor of proposals providing indemnification for directors and officers with respect to acts conducted in the normal course of business.  We 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 and the director or officers’ legal expenses are covered.  We vote against proposals that would expand indemnification beyond coverage of legal expenses to coverage of acts, such as gross negligence, that are more serious violations of fiduciary obligations.

 

Board Size

 

We generally vote for proposals to limit the size of the board to 15 members or less.

 

Majority Vote Standard

 

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

 

Supermajority Vote Requirements

 

We generally support proposals that seek to lower super-majority voting requirements

 

Disclosure of Board Nominees

 

We generally vote against the election of directors at companies if the names of the director nominees are not disclosed in a timely manner prior to the meeting.  However, we recognize that companies in certain emerging markets may have a legitimate reason for not disclosing nominee names. In such a rare case, if a company discloses a legitimate reason why such nominee names should not be disclosed, we may vote for the nominees even if nominee names are not disclosed in a timely manner.

 

Disclosure of Board Compensation

 

We generally vote against the election of directors at companies if the compensation paid to such directors is not disclosed in a timely manner prior to the meeting.  However, we recognize that companies in certain emerging markets may have a legitimate reason for not disclosing such compensation information. In such a rare case, if a company discloses a legitimate reason why such compensation should not be disclosed, we may vote for the nominees even if compensation is not disclosed in a timely manner.

 

Miscellaneous Governance Provisions

 

Confidential Voting

 

We vote for shareholder proposals requesting that companies adopt confidential voting, use independent tabulators, and use independent inspectors of election as long as the proposals include clauses for proxy contests as follows: in the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree, the policy remains in place. If the dissidents do not agree, the confidential voting policy is waived.

 



 

We also vote for management proposals to adopt confidential voting.

 

Bundled Proposals

 

We review on a case-by-case basis bundled or “conditioned” proxy proposals. In the case of items that are conditioned upon each other, we examine the benefits and costs of the packaged items.  In instances where the joint effect of the conditioned items is not in shareholders’ best interests, we vote against the proposals.  If the combined effect is positive, we support such proposals. In the case of bundled director proposals, we will vote for the entire slate only if we would have otherwise voted for each director on an individual basis.

 

Date/Location of Meeting

 

We vote against shareholder proposals to change the date or location of the shareholders’ meeting. No one site will meet the needs of all shareholders.

 

Adjourn Meeting if Votes are Insufficient.

 

Open-end requests for adjournment of a shareholder meeting generally will not be supported.  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

 

We vote 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.

 

Other Business

 

Cohen & Steers will generally vote against proposals to approve other business where we cannot determine the exact nature of the proposal to be voted on.

 

Capital Structure

 

Increase Additional Common Stock

 

We generally vote 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).

 

Votes generally are cast in favor of proposals to authorize additional shares of stock except where the proposal:

 

·                  creates a blank check preferred stock; or

·                  establishes classes of stock with superior voting rights.

 



 

Blank Check Preferred Stock

 

Votes generally are cast in opposition to management proposals authorizing the creation of new classes of preferred stock with unspecific voting, conversion, distribution and other rights, and management proposals to increase the number of authorized blank check preferred shares.  We may vote in favor of this type of proposal when we receive assurances to our reasonable satisfaction that (i) the preferred stock was authorized by the board for the use of 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 Cohen & Steers.

 

Pre-emptive Rights

 

We believe that the governance and regulation of public equity markets allow for adequate shareholder protection against dilution.  Further, we believe that companies should have more flexibility to issue shares without costly and time constraining rights offerings. As such, we do not believe that pre-emptive rights are necessary and as such, we generally vote for the issuance of equity shares without pre-emptive rights. On a limited basis, we will vote for shareholder pre-emptive rights where such pre-emptive rights are necessary, taking into account the best interests of the company’s shareholders.

 

We acknowledge that international local practices typically 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 we would prefer that companies be permitted to issue shares without pre-emptive rights, in deference to international local practices, in markets outside the US we will approve issuance requests without pre-emptive rights for up to 100% of a company’s outstanding capital.

 

Dual Class Capitalizations

 

Because classes of common stock with unequal voting rights limit the rights of certain shareholders, we vote against adoption of a dual or multiple class capitalization structure.

 

Restructurings/Recapitalizations

 

We review 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, we consider the following issues:

 

·                  dilution—how much will 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

 

Boards may institute share repurchase or stock buy-back programs for a number of reasons. Cohen & Steers will generally vote in favor of such programs where the repurchase would be in the long-term best interests of shareholders, and where the company is not thought to be able to use the cash in a more useful way.

 



 

Targeted Share Placements

 

These shareholder proposals ask companies to seek stockholder approval before placing 10% or more of their voting stock with a single investor. The proposals are typically in reaction to the placement by various companies of a large block of their voting stock in an ESOP, parent capital fund or with a single friendly investor, with the aim of protecting themselves against a hostile tender offer. These proposals are voted on a case-by-case basis after reviewing the individual situation of the company receiving the proposal.

 

Executive and Director Compensation

 

Executive Compensation (“Say on Pay”)

 

Votes regarding shareholder “say on pay” are determined on a case-by-case basis.  Generally, we believe that executive compensation should be tied to the long-term performance of the executive and the company both in absolute and relative to the peer group.  We therefore monitor the compensation practices of portfolio companies to determine whether compensation to these executives is commensurate to the company’s total shareholder return (TSR) (i.e., we generally expect companies that pay their executives at the higher end of the pay range to also be performing commensurately well).

 

Further, pay elements that are not directly based on performance are generally evaluated on a case-by-case basis considering the context of a company’s overall pay program and demonstrated pay-for-performance philosophy. The following list highlights certain negative pay practices that carry significant weight in this overall consideration and may result in adverse vote recommendations:

 

·                  Repricing or replacing of underwater stock options/SARS without prior shareholder approval (including cash buyouts and voluntary surrender of underwater options);

·                  Excessive perquisites or tax gross-ups;

·                  New or extended agreements that provide for:

·                  Change in Control (“CIC”) payments exceeding 3 times base salary and bonus;

·                  CIC severance payments without involuntary job loss or substantial diminution of duties (“single” or “modified single” triggers);

·                  CIC payments with excise tax gross-ups (including “modified” gross-ups).

 

Also, we generally vote for shareholder proposals that seek additional disclosure of executive and director pay information.

 

Frequency of Advisory Vote on Executive Compensation (“Say When on Pay”)

 

We generally vote for annual advisory votes on compensation as we note that executive compensation is also evaluated on an annual basis by the company’s compensation committee.

 

Stock-based Incentive Plans

 

Votes with respect to compensation plans should be determined on a case-by-case basis depending on a combination of certain plan features and equity grant practices, where positive factors may counterbalance negative factors, and vice versa, as evaluated in 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 and considering both:

 



 

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

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

 

·                  Plan Features:

·            Automatic single-triggered award vesting upon CIC;

·            Discretionary vesting authority;

·            Liberal share recycling on various award types;

·            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 in 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;

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

 

We will generally vote against the plan proposal if the combination of factors indicates that the plan is not, overall, in the shareholders’ interest, or if any of the following apply:

 

·                  Awards may vest in connection with a liberal CIC;

·                  The plan would permit repricing 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.

 

Approval of Cash or Cash-and-Stock Bonus Plans

 

We vote for cash or cash-and-stock bonus plans to exempt the compensation from limits on deductibility under the provisions of Section 162(m) of the Internal Revenue Code.

 

Reload/Evergreen Features

 

We will generally vote against plans that enable the issuance of reload options and that provide an automatic share replenishment (“evergreen”) feature.

 

Golden Parachutes

 

In general, the guidelines call for voting against “golden parachute” plans because they impede potential takeovers that shareholders should be free to consider. In particular, we oppose the use of employment contracts that result in cash grants of greater than three times annual compensation (salary and bonus) and generally withhold our votes at the next shareholder meeting for directors who to our knowledge approved golden parachutes.

 



 

Voting on Golden Parachutes in an Acquisition, Merger, Consolidation, or Proposed Sale

 

We vote on a case-by-case basis on proposals to approve the company’s golden parachute compensation. Features that may lead to a vote against include:

 

·                  Potentially excessive severance payments (cash grants of greater than three times annual compensation (salary and bonus));

·                  Agreements that include excessive excise tax gross-up provisions;

·                  Single trigger payments that will happen immediately upon a change in control, including cash payment and such items as 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 influence merger agreements that may not be in the best interests of shareholders;

·                  In the case of a substantial gross-up from pre-existing/grandfathered contract: the element that triggered the gross-up (i.e., option mega-grants at low point in stock price, unusual or outsized payments in cash or equity made or negotiated prior to the merger); or

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

 

401(k) Employee Benefit Plans

 

We vote for proposals to implement a 401(k) savings plan for employees.

 

Employee Stock Purchase Plans

 

We support employee stock purchase plans, although we generally believe the discounted purchase price should be at least 85% of the current market price.

 

Option Expensing

 

We vote for shareholder proposals to expense fixed-price options.

 

Vesting

 

We believe that restricted stock awards normally should vest over at least a two-year period.

 

Option Repricing

 

Stock options generally should not be re-priced, and never should be re-priced without shareholder approval.  In addition, companies should not issue new options, with a lower strike price, to make up for previously issued options that are substantially underwater.  Cohen & Steers will vote against the election of any slate of directors that, to its knowledge, has authorized a company to re-price or replace underwater options during the most recent year without shareholder approval.

 

Stock Holding Periods

 

Generally vote against all proposals requiring executives to hold the stock received upon option exercise for a specific period of time.

 



 

Transferable Stock Options

 

Review on a case-by-case basis proposals to grant transferable stock options or otherwise permit the transfer of outstanding stock options, including cost of proposal and alignment with shareholder interests.

 

Recoup Bonuses

 

We vote on a case-by-case on shareholder proposals to recoup unearned 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 awarding of unearned incentive compensation.

 

Incorporation

 

Reincorporation Outside of the United States

 

Generally, we will vote against companies looking to reincorporate outside of the U.S.

 

Voting on State Takeover Statutes

 

We review 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, freezeout provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions). In voting on these shareholder proposals, we evaluate all facts and circumstances surrounding such proposal, including whether the shareholder proposing such measure has an agenda in making such proposal that may be at odds with the long-term best interests of the company or whether it would be in the best interests of the company to thwart a shareholder’s attempt to control the board of directors.

 

Voting on Reincorporation Proposals

 

Proposals to change a company’s state of incorporation are examined on a case-by-case basis. In making our decision, we review management’s rationale for the proposal, changes to the charter/bylaws, and differences in the state laws governing the companies.

 

Mergers and Corporate Restructurings

 

Mergers and Acquisitions

 

Votes on mergers and acquisitions should be considered on a case-by-case basis, taking into account factors including the following: 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.

 

We vote 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 a charter provision which specifies that the board of directors may examine the nonfinancial effect 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.  We generally vote against proposals to adopt such charter provisions.  We feel it is the directors’ fiduciary duty to base decisions solely on the financial interests of the shareholders.

 

Corporate Restructuring

 

Votes on corporate restructuring proposals, including minority squeezeouts, leveraged buyouts, “going private” proposals, spin-offs, liquidations, and asset sales, should be considered on a case-by-case basis In evaluating these proposals and determining our votes, we are singularly focused on meeting our goal of maximizing long-term shareholder value.

 

Spin-offs

 

Votes on spin-offs should be considered on a case-by-case basis depending on the tax and regulatory advantages, planned use of sale proceeds, market focus, and managerial incentives.

 

Asset Sales

 

Votes on asset sales should be made on a case-by-case basis after considering the impact on the balance sheet/working capital, value received for the asset, and potential elimination of diseconomies.

 

Liquidations

 

Votes on liquidations should be made on a case-by-case basis after reviewing management’s efforts to pursue other alternatives, appraisal value of assets, and the compensation plan for executives managing the liquidation.

 

Appraisal Rights

 

We vote for proposals to restore, or provide shareholders with, rights of appraisal. Rights of appraisal provide shareholders who are not satisfied with the terms of certain corporate transactions the right to demand a judicial review in order to determine a fair value for their shares.

 

Changing Corporate Name

 

We vote for changing the corporate name.

 

Shareholder Rights

 

Our position on the rights of shareholders is as follows:

 

·                  Shareholders should be given the opportunity to exercise their rights. Notification of opportunities for the exercise of voting rights should be given in good time.

·                  Shareholders are entitled to submit questions to company management.

·                  Minority shareholders should be protected as far as possible from the exercise of voting rights by majority shareholders.

·                  Shareholders are entitled to hold company management as well as the legal person or legal entity accountable for any action caused by the company or company management for which the company, company management or legal entity should bear responsibility.

 



 

Environmental and Social Issues

 

We recognize that the companies in which we invest can enhance shareholder value and long-term profitability by adopting policies and procedures that promote corporate social and environmental responsibility.  Because of the diverse nature of environmental and social shareholder proposals and the myriad ways companies deal with them, these proposals should be considered on a case-by-case basis. All such proposals are scrutinized based on whether they contribute to the creation of shareholder value, are reasonable and relevant, and provide adequate disclosure of key issues to shareholders.  When evaluating social and environmental shareholder proposals, we tend to focus on the financial aspects of the social and environmental proposals, and we consider the following factors (in the order of importance as set forth below):

 

·                  Whether adoption of the proposal is likely to have significant economic benefit for the company, such that shareholder value is enhanced or protected by the adoption of the proposal;

·                  Whether the issues presented are more appropriately/effectively dealt with through governmental or company-specific action, as many social and environmental issues are more properly the province of government and broad regulatory action;

·                  Whether the subject of the proposal is best left to the discretion of the board;

·                  Whether the company has already responded in some appropriate manner to the request embodied in the proposal;

·                  Whether the information requested concerns business issues that relate to a meaningful percentage of the company’s business as measured by sales, assets, and earnings;

·                  The degree to which the company’s stated position on the issues raised in the proposal could affect its reputation or sales, or leave it vulnerable to a boycott or selective purchasing;

·                  Whether implementation of the proposal’s request would achieve the proposal’s objectives;

·                  Whether the requested information is available to shareholders either from the company or from a publicly available source; and

·                  Whether providing this information would reveal proprietary or confidential information that would place the company at a competitive disadvantage.

 

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

 

Information pertaining to the portfolio managers of the registrant, as of March 4, 2016, is set forth below.

 

William F. Scapell

 

·                  Vice president

 

·                  Portfolio manager since inception

 

Executive Vice President of Cohen & Steers Capital Management, Inc. (“CSCM” or the “Advisor”) since 2014. Prior to that, Senior Vice President of CSCM since 2003.

 

 

 

Robert Becker

 

·                  Vice president

 

Senior Vice President of CSCM since 2003.

 



 

·                  Portfolio manager since inception

 

 

 

 

 

Ben Morton

 

·                  Vice president

 

·                  Portfolio manager since 2009

 

Senior Vice President of CSCM since 2003.

 

 

 

Elaine Zaharis-Nikas

 

·                  Vice president

 

·                  Portfolio manager since 2012

 

Senior Vice President of CSCM since 2014. Prior to that, Vice President of CSCM since 2003.

 

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

 

Each portfolio manager listed above manages other investment companies and/or investment vehicles and accounts in addition to the registrant. The following tables show, as of December 31, 2015, the number of other accounts each portfolio manager managed in each of the listed categories and the total assets in the accounts managed within each category. The portfolio managers do not receive performance-based fees with respect to any of the registered investment companies, other pooled investment vehicles or other accounts that they manage. One (1) of the 9 other accounts managed by Mr. Becker, with total assets of $106.1 million, is subject to performance-based fees. One (1) of the 9 other accounts managed by Mr. Morton, with total assets of $106.1 million, is subject to performance-based fees.

 

William F. Scapell

 

 

 

Number of accounts

 

Total assets

 

 

 

 

 

 

 

·                  Registered investment companies

 

9

 

$

10,293,994,503

 

·                  Other pooled investment vehicles

 

5

 

$

10,954,506,369

 

·                  Other accounts

 

8

 

$

946,119,354

 

 

Robert Becker

 

 

 

Number of accounts

 

Total assets

 

 

 

 

 

 

 

·                  Registered investment companies

 

5

 

$

1,168,654,724

 

·                  Other pooled investment vehicles

 

10

 

$

839,278,855

 

·                  Other accounts

 

9

 

$

812,890,652

 

 

Ben Morton

 

 

 

Number of accounts

 

Total assets

 

 

 

 

 

 

 

·                  Registered investment companies

 

5

 

$

1,168,654,724

 

·                  Other pooled investment vehicles

 

10

 

$

839,278,855

 

·                  Other accounts

 

9

 

$

812,890,652

 

 



 

Elaine Zaharis-Nikas

 

 

 

Number of accounts

 

Total assets

 

 

 

 

 

 

 

·                  Registered investment companies

 

6

 

$

6,630,376,152

 

·                  Other pooled investment vehicles

 

3

 

$

284,165,491

 

·                  Other accounts

 

6

 

$

519,918,461

 

 

Share Ownership. The following table indicates the dollar range of securities of the registrant owned by the registrant’s portfolio managers as of December 31, 2015:

 

 

 

Dollar Range of Securities Owned

 

William F. Scapell

 

None

 

Robert Becker

 

$10,001–$50,000

 

Ben Morton

 

$10,001–$50,000

 

Elaine Zaharis-Nikas

 

None

 

 

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

 

In some cases, another account managed by a portfolio manager may provide more revenue to the 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 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 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 Advisor and its affiliated companies (the “CNS Accounts”).  Certain securities held and traded in the CNS Accounts also may be held and traded in one or more client accounts.  It is the policy of the Advisor however not to put the interests of the CNS Accounts ahead of the interests of client accounts.  The Advisor may aggregate orders of client accounts with those of the CNS Accounts; however, under no circumstances will preferential treatment be given to the CNS Accounts.  For all orders involving the CNS Accounts, purchases or sales will

 



 

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

 

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

 

C&S Compensation Structure. Compensation of C&S’s portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus and (3) long-term stock-based compensation consisting generally of restricted stock units of C&S’s parent, CNS. C&S’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 C&S’s investment professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are typically paid or put into effect in the January following the fiscal year-end of CNS.

 

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

 

Salaries, bonuses and stock-based compensation are also influenced by the operating performance of the Advisor and CNS. While the annual salaries of the Advisor’s portfolio

 



 

managers are fixed, cash bonuses and stock based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors.

 

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

 

Period

 

(a)
Total number of
shares purchased

 

(b)
Average price
paid per share

 

(c)
Total number of
shares purchased
as part of publicly
announced plans
or programs

 

(d)
Maximum number (or
approximate dollar
value) of shares (or units)
that may yet be
purchased under the
plans or programs

 

1/1/15 to 1/31/15

 

N/A

 

N/A

 

N/A

 

8,568,840

 

2/1/15 to 2/28/15

 

N/A

 

N/A

 

N/A

 

8,568,840

 

3/1/15 to 3/31/15

 

N/A

 

N/A

 

N/A

 

8,568,840

 

4/1/15 to 4/30/15

 

263,044

 

$

23.05

 

263,044

 

8,305,796

 

5/01/15 to 5/31/15

 

14,000

 

$

23.01

 

14,000

 

8,291,796

 

6/01/15 to 6/30/15

 

91,560

 

$

21.35

 

91,560

 

8,200,236

 

7/01/15 to 7/31/15

 

N/A

 

N/A

 

N/A

 

8,200,236

 

8/01/15 to 8/31/15

 

N/A

 

N/A

 

N/A

 

8,200,236

 

9/01/15 to 9/30/15

 

N/A

 

N/A

 

N/A

 

8,200,236

 

10/01/15 to 10/31/15

 

N/A

 

N/A

 

N/A

 

8,200,236

 

11/01/15 to 11/30/15

 

N/A

 

N/A

 

N/A

 

8,200,236

 

12/01/15 to 12/31/15

 

N/A

 

N/A

 

N/A

 

8,200,236

 

Total

 

368,604

 

$

22.63

 

368,604

 

8,200,236

 

 

Note: On December 8, 2015, the Board of Directors of the Fund approved continuation of the delegation of its authority to management to effect repurchases, pursuant to management’s discretion and subject to market conditions and investment considerations, of up to 10% of the Fund’s common shares outstanding (“Share Repurchase Program”) as of January 1, 2016 through the fiscal year ended December 31, 2016.

 

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 second fiscal quarter 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. Exhibits.

 

(a)(1) Not Applicable.

 

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

 

(a)(3) Not Applicable.

 

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

 

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

 



 

SIGNATURES

 

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

 

COHEN & STEERS INFRASTRUCTURE FUND, INC.

 

 

 

 

 

By:

/s/ Adam M. Derechin

 

Name:

Adam M. Derechin

 

Title:

President and Chief Executive Officer

 

 

 

Date: March 4, 2016

 

 

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

 

 

By:

/s/ Adam M. Derechin

 

Name:

Adam M. Derechin

 

Title:

President and Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

 

By:

/s/ James Giallanza

 

Name:

James Giallanza

 

Title:

Treasurer and Chief Financial Officer

 

 

(Principal Financial Officer)

 

 

 

 

 

 

 

Date: March 4, 2016