05/04/2026 | Press release | Distributed by Public on 05/04/2026 12:58
COHEN & STEERS FUTURE OF ENERGY FUND, INC.
1166 Avenue of the Americas, 30th Fl.
New York, NY 10036
Dear Shareholder:
We are writing to inform you about a transaction that will affect your investment in Cohen & Steers Future of Energy Fund, Inc. (the "Target Fund").
You are receiving this combined Prospectus and Information Statement (the "Prospectus/Information Statement") because you own shares in the Target Fund, a Maryland corporation, which is managed by Cohen & Steers Capital Management, Inc. ("CSCM"). We are pleased to inform you of the planned reorganization of the Target Fund, which is a mutual fund, with and into Cohen & Steers Future of Energy Active ETF (the "Acquiring Fund"), a newly-organized exchange-traded fund ("ETF"), which will also be managed by CSCM.
Pursuant to an Agreement and Plan of Reorganization (the "Plan"), the Target Fund will be reorganized with and into the Acquiring Fund, a newly created series of Cohen & Steers ETF Trust, a Maryland statutory trust (the "ETF Trust"), that has the same investment objective, investment policies and investment strategies, and the same portfolio management team as the Target Fund (the "Reorganization").
| Target Fund | Acquiring Fund | |||||
| Cohen & Steers Future of Energy Fund, Inc. | ® | Cohen & Steers Future of Energy Active ETF |
The Plan, which is by and among the Target Fund, the ETF Trust, on behalf of the Acquiring Fund, and CSCM (solely with respect to Section 9.2), provides for: (i) the acquisition of the assets and assumption of the liabilities of the Target Fund by the Acquiring Fund in exchange for shares of the Acquiring Fund of equal value to the net assets of the Target Fund being acquired; (ii) the pro rata distribution of such shares to the shareholders of the Target Fund who hold shares of the Target Fund through accounts that are permitted to hold shares of the Acquiring Fund or the distribution of cash to the shareholders of the Target Fund who do not hold shares of the Target Fund through accounts that are permitted to hold shares of the Acquiring Fund equal in value to the aggregate net asset value of the Target Fund shares held by such shareholders, and (iii) the complete liquidation and dissolution of the Target Fund, all upon the terms and conditions set forth in the Plan. The Plan has been filed as an exhibit to the Acquiring Fund's Registration Statement on Form N-14 of which the combined Prospectus/Information Statement is a part.
After careful consideration, the Board of Directors/Trustees of the Target Fund and the ETF Trust has unanimously authorized and approved the Reorganization. The Reorganization is currently expected to occur on or about June 12, 2026, though the Reorganization may be delayed. Shareholder approval of the Reorganization is not required. Therefore, we are not asking you for a proxy, and you are requested not to send a proxy. Details regarding the terms of the Reorganization, and its potential benefits and costs to shareholders, are discussed in the combined Prospectus/Information Statement, which we urge you to review carefully. Please read this Prospectus/Information Statement and keep it for future reference.
By Order of the Board of Directors of the Target Fund,
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/s/ James Giallanza |
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James Giallanza President and Chief Executive Officer |
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Cohen & Steers Future of Energy Fund, Inc. |
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PROSPECTUS/INFORMATION STATEMENT
Dated May 4, 2026
RELATING TO THE ACQUISITION OF THE ASSETS OF
Cohen & Steers Future of Energy Fund, Inc.
BY AND IN EXCHANGE FOR SHARES OF
Cohen & Steers Future of Energy Active ETF
This combined Prospectus and Information Statement (the "Prospectus/Information Statement") is an information statement for Cohen & Steers Future of Energy Fund, Inc. (the "Target Fund") and a prospectus for Cohen & Steers Future of Energy Active ETF (the "Acquiring Fund" and, together with the Target Fund, each a "Fund" and, collectively, the "Funds"). The address of the Target Fund and the Acquiring Fund is 1166 Avenue of the Americas, 30th Fl., New York, NY 10036. The telephone number for the Target Fund is (800) 330-7348 and the telephone number for the Acquiring Fund is (866) 737-6370. This Prospectus/Information Statement was first mailed to shareholders of the Target Fund beginning on or about May 5, 2026. This Prospectus/Information Statement explains what you should know about the Reorganization and investing in the Acquiring Fund. You should read this document carefully and retain it for future reference.
THIS COMBINED PROSPECTUS/INFORMATION STATEMENT IS FOR INFORMATION PURPOSES ONLY, AND YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO RECEIVING IT EXCEPT TO CHECK FOR WHETHER YOU HAVE A BROKERAGE ACCOUNT THAT CAN ACCEPT SHARES OF AN ETF.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The terms and conditions of the Reorganization are further described in this Prospectus/Information Statement and are set forth in the form of Agreement and Plan of Reorganization (the "Plan").
The Board of Directors/Trustees (each, a "Board" and together, the "Boards") of the Target Fund and Cohen & Steers ETF Trust, a Maryland statutory trust (the "ETF Trust"), unanimously approved the proposed Reorganization and Plan and determined that participation in the Reorganization is in the best interests of the Target Fund and that the interests of existing Target Fund shareholders will not be diluted as a result of the Reorganization.
The Target Fund is a registered, open-end management investment company and the Acquiring Fund is a series of a registered, open-end management investment company, although the Target Fund is a mutual fund while the Acquiring Fund will operate as an exchange-traded fund ("ETF"). The Acquiring Fund is a newly organized series of the ETF Trust and currently has no assets or liabilities. The Acquiring Fund was created specifically in connection with the Reorganization for the purpose of acquiring the assets and assuming the liabilities of the Target Fund and will not commence operations until the closing date of the Reorganization. The Target Fund will be the accounting and performance survivor in the Reorganization, and the Acquiring Fund, as the corporate survivor in the Reorganization, will adopt the accounting and performance history of the Target Fund.
In order to transact in shares of the Acquiring Fund received as part of the Reorganization, you must hold your Target Fund shares in a brokerage account that can hold shares of an ETF. If Target Fund shareholders do not hold their shares of the Target Fund through a brokerage account that can hold shares of an ETF, they will not receive shares of the Acquiring Fund. Instead, the Target Fund shares of such shareholders will be liquidated and they will receive cash, which will be equal in value to the aggregate net asset value of their Target Fund shares calculated as of the closing date of the Reorganization. This Prospectus/Information Statement includes additional information on the actions that Target Fund shareholders that do not currently hold their Target Fund shares through a brokerage account that can hold shares of an ETF must take in order to transact in shares of the Acquiring Fund as part of and following the Reorganization.
This Prospectus/Information Statement includes information about the Plan and the Acquiring Fund. The Reorganization would result in your investing in the Acquiring Fund. You should retain this Prospectus/Information Statement for future reference. Additional information about the Target Fund, the Acquiring Fund and the proposed
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transaction has been filed with the U.S. Securities and Exchange Commission ("SEC") and can be found in the following documents, which are incorporated into this Prospectus/Information Statement by reference:
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The prospectus of the Target Fund, dated April 1, 2026 (File No. 811-22867; SEC Accession No. 0001193125-26-129233); |
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The statement of additional information of the Target Fund, dated April 1, 2026 (File No. 811-22867; SEC Accession No. 0001193125-26-129233); |
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The financial statements included in the Target Fund's Form N-CSR filing for the fiscal year ending November 30, 2025 (File No. 811-22867; SEC Accession No. 0001193125-26-031598); and |
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A statement of additional information dated May 4, 2026, relating to this Prospectus/Information Statement. |
You may request a free copy of the statement of additional information relating to this Prospectus/Information Statement or the Target Fund's Prospectus without charge by calling (800) 330-7348 or by sending an e-mail request to [email protected].
THE U.S. SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS/INFORMATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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TABLE OF CONTENTS
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SUMMARY |
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Why am I receiving a combined Prospectus/Information Statement? |
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What are some features of ETFs that differ from mutual funds? |
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Has the Target Fund's Board approved the Reorganization? |
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What will happen if the Reorganization occurs? |
2 | |||
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How will the Reorganization affect me as a shareholder? |
3 | |||
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Will the Reorganization affect the way my investments are managed? |
3 | |||
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Are there any differences in risks between the Target Fund and the Acquiring Fund? |
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Will the total expenses of the Acquiring Fund be lower than the total expenses of the Target Fund? |
5 | |||
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Who will pay the costs in connection with the Reorganization? |
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What are the federal income tax consequences of the Reorganization? |
5 | |||
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What is the anticipated timing of the Reorganization? |
6 | |||
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What do I need to do to prepare for the Reorganization? |
6 | |||
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What will happen if I don't have a brokerage account that can hold ETF shares at the time of the Reorganization? |
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Are there other circumstances where a Target Fund shareholder will not be able to hold ETF shares? |
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What if I don't want to hold ETF shares? |
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Whom do I contact for further information? |
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THE REORGANIZATION: COHEN & STEERS FUTURE OF ENERGY FUND, INC. INTO COHEN & STEERS FUTURE OF ENERGY ACTIVE ETF |
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COMPARISON OF IMPORTANT FEATURES OF THE FUNDS |
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Are there any significant differences between the investment objectives, policies and strategies of the Funds? |
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How do the principal investment risks of the Funds compare? |
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Who manages the Funds? |
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What are the Funds' investment management fee rates? |
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What are the fees and expenses of each Fund and what are they expected to be after the Reorganization? |
14 | |||
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How do the performance records of the Funds compare? |
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How do the Funds' portfolio turnover rates compare? |
18 | |||
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Where can I find more financial and performance information about the Target Fund? |
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COMPARISON OF OTHER KEY FEATURES OF THE FUNDS |
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What are the purchase and sale procedures of the Target Fund and Acquiring Fund? |
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What are the distribution arrangements for the Target Fund and Acquiring Fund? |
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What are other key features of the Funds? |
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REASONS FOR THE PROPOSED REORGANIZATION AND BOARD DELIBERATIONS |
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INFORMATION ABOUT THE REORGANIZATION |
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How will the Reorganization be carried out? |
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Who will pay the expenses of the Reorganization? |
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What are the capitalizations of the Funds and what might the Acquiring Fund's capitalization be after the Reorganization? |
27 | |||
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FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION |
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INFORMATION ABOUT THE FUNDS |
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FURTHER INFORMATION ABOUT THE FUNDS |
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PRINCIPAL HOLDERS OF SHARES |
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EXHIBITS TO PROSPECTUS/INFORMATION STATEMENT |
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EXHIBIT A SUMMARY OF PRINCIPAL RISKS |
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EXHIBIT B FUNDAMENTAL AND NON-FUNDAMENTAL INVESTMENT POLICIES |
51 | |||
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EXHIBIT C FINANCIAL HIGHLIGHTS |
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EXHIBIT D PRINCIPAL HOLDERS OF SECURITIES |
58 | |||
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SUMMARY
This is only a summary of certain information contained in this Prospectus/Information Statement. You should read the more complete information in the rest of this Prospectus/Information Statement, including the Acquiring Fund's Prospectus (enclosed) and the Plan (which has been filed as an exhibit to the Acquiring Fund's Registration Statement on Form N-14 of which this Prospectus/Information Statement is a part).
Why am I receiving a combined Prospectus/Information Statement?
You are receiving a combined Prospectus/Information Statement because you own shares of the Target Fund. It is proposed that the Target Fund, which is currently operated as a mutual fund, will be converted into an ETF through the Reorganization with and into the Acquiring Fund. The Acquiring Fund is a newly organized series of the ETF Trust and currently has no assets or liabilities. The Acquiring Fund was created specifically in connection with the Reorganization for the purpose of acquiring the assets and assuming the liabilities of the Target Fund and will not commence operations until the closing date of the Reorganization.
The Reorganization will be accomplished in accordance with the Plan between the Target Fund, the ETF Trust, on behalf of the Acquiring Fund, and CSCM (solely with respect to Section 9.2 of the Plan). Among other things, the Plan provides for: (1) the acquisition of the assets and the assumption of the liabilities of the Target Fund by the Acquiring Fund in exchange for shares of the Acquiring Fund of equal value to the net assets of the Target Fund being acquired ("Acquiring Fund Shares"); (2) the pro rata distribution of such Acquiring Fund Shares to the shareholders of the Target Fund who hold shares of the Target Fund through accounts that are permitted to hold Acquiring Fund Shares or the distribution of cash to the shareholders of the Target Fund who do not hold shares of the Target Fund through accounts that are permitted to hold Acquiring Fund Shares equal in value to the aggregate net asset value ("NAV") of the Target Fund shares held by such shareholders, and (3) the complete liquidation of the Target Fund, all upon the terms and conditions set forth in the Plan.
In accordance with the Target Fund's organizational documents and applicable Maryland state and U.S. federal law (including Rule 17a-8 under the Investment Company Act of 1940, as amended), the Reorganization can be effected without the approval of shareholders of the Target Fund. Therefore, we are not asking you for a proxy, and you are requested not to send a proxy.
What are some features of ETFs that differ from mutual funds?
The following are some unique features of ETFs that differ from mutual funds:
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Sales of ETF Shares on an Exchange throughout the Day. ETFs provide shareholders with the opportunity to purchase and sell shares throughout the day at market-determined prices, instead of being required to wait to make a purchase or a redemption at the next calculated NAV per share at the end of the trading day. This means that when a shareholder decides to purchase or sell shares of the ETF, the shareholder can act on that decision immediately by contacting the shareholder's broker to execute the trade. The market price of the ETF may be higher or lower than the then-current pro rata value of the ETF's net assets and may be higher or lower than the ETF's next calculated NAV at the close of the trading day. |
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Sales only through a Broker. While a mutual fund's shares may be directly purchased or redeemed from the fund at NAV, individual shares of ETFs, like the Acquiring Fund, may only be purchased and sold on a stock exchange through a broker at market prices. Shares of the Acquiring Fund may be purchased or redeemed directly from the Acquiring Fund only in large blocks of shares ("Creation Units"), and only an authorized participant ("Authorized Participant") may engage in purchase or redemption transactions directly with the Acquiring Fund. Once created, shares of the Acquiring Fund may be purchased and sold through a broker at market prices. When buying and selling shares through a financial intermediary, a shareholder may incur brokerage or other charges determined by the financial intermediary, although ETFs trade with no transaction fees (NTF) on many platforms. In addition, a shareholder of an ETF, such as the Acquiring Fund, may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares (bid) and the lowest price a seller is willing to accept for shares (ask) when buying or selling shares in the secondary market (the "bid-ask spread"). Because ETF shares trade at market prices rather than at NAV, shares of an |
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ETF may trade at a price less than (discount) or greater than (premium) the then-current pro rata value of the Acquiring Fund's net assets. The trading prices of an ETF's shares in the secondary market will fluctuate continuously throughout trading hours based on the supply and demand for the ETF's shares and shares of the underlying securities held by the ETF, economic conditions and other factors.
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Tax Efficiency. In a mutual fund, when portfolio securities are sold, including in order to rebalance holdings or to raise cash for redemptions, the sale can create capital gains that impact all taxable shareholders of the mutual fund. In contrast, many ETFs create and redeem their shares in kind. ETFs typically do not recognize capital gains on in-kind distributions in redemption of their shares, which enables them to distribute appreciated securities to redeeming shareholders without recognizing gain on those securities. Thus, an ETF's in-kind redemptions generally do not result in taxable distributions for its non-redeeming shareholders. Instead, non-redeeming ETF shareholders in an ETF that creates and redeems its shares in kind may recognize capital gains with respect to their ETF shares when they sell their ETF shares. The Acquiring Fund will issue and redeem shares at NAV only with Authorized Participants and only in Creation Units. Creation Units are issued and redeemed for cash and/or in-kind for securities. |
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Transparency. Currently, the Target Fund only provides periodic disclosure of its complete portfolio holdings (typically quarterly on a 15-day lag). The Acquiring Fund will be a transparent ETF that operates with full transparency for its portfolio holdings. Following the Reorganization, the Acquiring Fund, like other transparent ETFs, will make its portfolio holdings public each day. This holdings information, along with other information about the Acquiring Fund, will be available on the Acquiring Fund's website at www.cohenandsteers.com. |
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Single Share Class. A mutual fund, like the Target Fund, may offer multiple share classes with different sales charges, expenses, and/or minimum investments. The Acquiring Fund does not issue multiple classes of shares. |
In addition, the Acquiring Fund is subject to certain risks unique to operating as ETF. For more information, see "Are there any differences in risks between the Target Fund and the Acquiring Fund?" below.
Has the Target Fund's Board approved the Reorganization?
Yes, the Board of each of the Target Fund and the ETF Trust approved the Reorganization because it believes that it is advisable and in the best interests of the Target Fund and the Acquiring Fund. At a meeting held on March 10, 2026, the Board reviewed the terms of the Reorganization and unanimously approved the Plan. For the reasons set forth in the "REASONS FOR THE PROPOSED REORGANIZATION AND BOARD DELIBERATIONS" section of this Prospectus/Information Statement, the Board, including the Directors/Trustees who are not "interested persons" as defined in the 1940 Act of the Target Fund and the ETF Trust, have determined that participation in the Reorganization is advisable and in the best interests of the Target Fund and the Acquiring Fund. The Board also concluded that no dilution in value would result to the shareholders of the Target Fund or the shareholders of the Acquiring Fund as a result of the Reorganization.
What will happen if the Reorganization occurs?
If the closing conditions of the Reorganization under the Plan are satisfied or waived, then shareholders of the Target Fund will (except as described herein) become shareholders of the Acquiring Fund on or about June 12, 2026 and will no longer be shareholders of the Target Fund. Shareholders of the Target Fund who hold shares of the Target Fund through accounts that are permitted to hold Acquiring Fund Shares will receive shares of the Acquiring Fund with an equivalent aggregate NAV of the Acquiring Fund. Shareholders of the Target Fund who do not hold shares of the Target Fund through accounts that are permitted to hold Acquiring Fund Shares will not receive Acquiring Fund Shares and will, instead, receive cash equal in value to the aggregate NAV of the Target Fund shares held by such shareholders.
In particular, the Plan provides that (1) the assets of the Target Fund will be acquired by the Acquiring Fund and the liabilities of the Target Fund will be assumed by the Acquiring Fund in exchange for Acquiring Fund Shares of equal value to the net assets of the Target Fund being acquired; and (2) the Target Fund will distribute (i) such Acquiring
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Fund Shares pro rata to shareholders of the Target Fund who hold shares of the Target Fund through accounts that are permitted to hold Acquiring Fund Shares and (ii) cash to shareholders of the Target Fund who hold shares of the Target Fund through accounts that are not permitted to hold Acquiring Fund Shares. After such distributions to the Target Fund's shareholders, the Target Fund will be completely liquidated. The Plan also provides that, prior to the closing of the Reorganization, the Target Fund will consolidate its Class A, Class C, Class F, Class R, and Class Z shares into Class I shares so that the Target Fund has only Class I shares outstanding and so that each holder of Class I shares holds such shares immediately after the consolidation with an aggregate NAV equal to the aggregate NAV of the Target Fund shares held by such shareholder immediately prior to the consolidation. Following such consolidation, but prior to the closing of the Reorganization, the Target Fund shall redeem all fractional shares of the Target Fund outstanding on the records of the Target Fund's transfer agent.
How will the Reorganization affect me as a shareholder?
If the Reorganization is completed, you will cease to be a shareholder of the Target Fund and will become a shareholder of the Acquiring Fund. Upon completion of the Reorganization, Target Fund shareholders who hold shares of the Target Fund through accounts that are permitted to hold Acquiring Fund Shares will own shares of the Acquiring Fund having an aggregate NAV equal to the aggregate NAV of the shares of the Target Fund that were owned when the Reorganization happened (following the redemption of any fractional shares of the Target Fund). Shares of the Acquiring Fund will be transferred to a shareholder's brokerage account. Target Fund shareholders who do not hold shares of the Target Fund through accounts that are permitted to hold Acquiring Fund Shares will not own shares of the Acquiring Fund upon completion of the Reorganization and will instead receive cash equal in value to the aggregate NAV of the Target Fund shares held by such shareholders. For more information about the brokerage account needed to hold shares of the Acquiring Fund, see "What do I need to do to prepare for the Reorganization?" below. Shares of the Acquiring Fund are not issued in fractional denominations. As a result, the Target Fund will redeem any fractional shares held by shareholders at NAV immediately prior to the Reorganization. Such redemption will result in a cash payment, which will be a taxable sale of shares and could result in the recognition of a gain or loss for tax purposes for shareholders who hold fractional shares in a taxable account. Shareholders should consult their tax advisors to determine the effect of the redemption of fractional shares.
After the Reorganization, individual shares of the Acquiring Fund may only be purchased and sold on Nasdaq, Inc. ("Nasdaq"), other national securities exchanges, electronic crossing networks and other alternative trading systems. Should a former Target Fund shareholder decide to purchase or sell shares in the Acquiring Fund after the Reorganization, the shareholder will need to place a trade through a broker who will execute the trade on an exchange at prevailing market prices. Because Acquiring Fund Shares trade at market prices rather than at NAV, Acquiring Fund Shares may trade at a price less than (discount) or greater than (premium) the then-current pro rata value of the Acquiring Fund's net assets. As with all ETFs, your broker may charge a commission for purchase and sale transactions, although ETFs trade with no transaction fees (NTF) on many platforms. In addition, it is the ETF Trust's understanding that the brokerage account statements that Acquiring Fund shareholders will receive from financial intermediaries following the Reorganization will provide information on the market price of the Acquiring Fund's shares and not the NAV per share of the Acquiring Fund as would be the case for a mutual fund.
Will the Reorganization affect the way my investments are managed?
Generally, no. The Acquiring Fund will be managed using an identical investment objective and principal investment strategies currently used by the Target Fund, with some minor wording differences outlined below. Both the Target Fund and the Acquiring Fund invest in equity securities of energy companies. Under normal market conditions, the Target Fund invests, and the Acquiring Fund will invest, at least 80% of its net assets (plus borrowings for investment purposes) in equity securities of energy companies, including traditional-, alternative-, renewable- and clean-energy companies, natural resource companies, utilities, and companies in associated businesses (collectively, "Energy and Energy-Related Companies") (as further defined below). The Target Fund seeks, and the Acquiring Fund will seek, to invest in Energy and Energy-Related Companies that CSCM believes are leading, enabling, supplying, disrupting, or otherwise benefiting from transitional or longer-term structural changes to the global energy sector, such as changes resulting from shifting demand and supply of traditional and alternative energy sources, increasing emphasis on storage, resilience, and security of supply, and other developments in technologies, regulations, and behaviors affecting the energy sector. Equity securities include common stocks, rights or warrants to purchase common stocks, convertible securities, preferred stocks, depositary receipts, private investments in public equity ("PIPEs"), and private placements. Each of the Target Fund and
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Acquiring Fund may invest in equity securities of Energy and Energy- Related Companies of any market capitalization. "Energy and Energy-Related Companies" also includes:
(i) Securities of companies that own or otherwise engage in activities related to energy in the U.S., such as assets related to exploration, development, mining, production, transmission, infrastructure, processing, refining, storage, gathering, distribution, marketing, and transportation (including pipelines) of oil and gas, minerals, geothermal energy, renewable energy, liquefied natural gas ("LNG"), fertilizer, timber or industrial source carbon dioxide;
(ii) Securities of renewable companies that are owners or operators of "clean" assets, as well as those developing technologies, products, processes and services relating to more efficient or cleaner use, storage, delivery, management, conservation or conversion of natural resources or products derived therefrom or the transition to cleaner and more efficient use of natural resources or products derived therefrom;
(iii) Utilities, including gas, water, and electrical utilities and, in the case of the Target Fund only, cable and telecommunications utilities;
(iv) Energy and Energy-Related Companies that are organized as Master Limited Partnerships ("MLPs") and limited liability companies that are publicly traded and treated as partnerships or C corporations for U.S. federal income tax purposes. Direct investments in MLPs may take the form of debt or equity, including, without limitation, common units, preferred units, convertible subordinated units, PIPEs, and securities of affiliates of MLPs, substantially all of whose assets consist of units or ownership interests of an affiliated MLP (which includes, without limitation, general partner interests, incentive distribution rights, common units and subordinated units);
(v) Securities of exchange-traded, open-end or closed-end funds that invest primarily in other Energy or Energy-Related Companies or their affiliates; and
(vi) Instruments that provide economic exposure to each type of investment listed in items (i) through (v) above, including derivative instruments such as, among others, forward contracts, futures and options thereon, options
and swaps.
Each of the Target Fund and the Acquiring Fund may also invest up to 50% of its net assets in foreign securities, including those issued by companies in emerging markets.
The Target Fund may invest up to 20% of its net assets in investments that are not Energy and Energy-Related Companies. Similarly, the Acquiring Fund may invest, in normal market conditions, no more than 20% of its net assets (plus borrowings for investment purposes) in investments that are not Energy and Energy-Related Companies.
Debt securities issued by Energy and Energy-Related Companies may include those rated below investment grade (below Baa3 or BBB-) by Moody's Investors Services, Inc. ("Moody's"), Standard & Poor's Ratings ("S&P"), Fitch Ratings ("Fitch") or an equivalent rating by one nationally recognized statistical rating organization ("NRSRO") or that are unrated but judged to be below investment grade by the Advisor at the time of purchase. Such securities are commonly known as "high yield bonds" or "junk bonds." Each of the Target Fund and Acquiring Fund may invest in debt securities without regard to their maturity or credit rating. In normal market conditions, the Acquiring Fund may invest no more than 20% of its net assets (plus borrowings for investment purposes) in debt securities.
The Funds may, but are not required to, use derivative instruments to seek to generate return, facilitate portfolio management and mitigate risks. The Acquiring Fund's primary uses of derivative contracts will be to enter into interest rate and currency hedging transactions in order to manage the interest rate and foreign currency risk inherent in the Acquiring Fund's investments and to enter into total return swaps to manage credit risk.
For more information with respect to each Fund's investment strategies, see the section titled: "COMPARISON OF IMPORTANT FEATURES OF THE FUNDS - Are there any significant differences between the investment objectives, policies and strategies of the Funds?"
Cohen & Steers Capital Management, Inc. ("CSCM" or the "Advisor") is the investment adviser to the Acquiring Fund and the Target Fund. Cohen & Steers Asia Limited ("CNS Asia") and Cohen & Steers UK Limited ("CNS UK", together with CNS Asia, the "Subadvisors") serve as subadvisors to the Acquiring Fund and the Target Fund. CSCM and the Subadvisors are wholly-owned subsidiaries of Cohen & Steers, Inc. ("CNS"), a publicly traded company whose common stock is listed on the NYSE under the symbol "CNS." The same individuals responsible for the day-to-day portfolio management of the Target Fund as of the date of the combined Prospectus/Information Statement will be responsible for the day-to-day portfolio management of the Acquiring Fund.
For a more complete discussion, see the section titled: "COMPARISON OF IMPORTANT FEATURES OF THE FUNDS - Are there any significant differences between the investment objectives, policies and strategies of the Funds?" and "How do the principal investment risks of the Funds compare?"
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Are there any differences in risks between the Target Fund and the Acquiring Fund?
Nearly all of the risks associated with owning shares of the Acquiring Fund are the same as the risks associated with owning shares of the Target Fund. However, there are certain differences in these risks, namely the risks associated with the Acquiring Fund's organization as an ETF.
For a more complete discussion of the risks of the Target Fund and the Acquiring Fund, see the section titled: "COMPARISON OF IMPORTANT FEATURES OF THE FUNDS - Are there any significant differences between the investment objectives, policies and strategies of the Funds?" and "How do the principal investment risks of the Funds compare?" The risks of the Acquiring Fund are presented in Exhibit A.
Will the total expenses of the Acquiring Fund be lower than the total expenses of the Target Fund?
Yes. The Acquiring Fund employs a unitary fee structure pursuant to which the Advisor is paid a management fee and, in exchange therefore, agrees to bear substantially all operating expenses of the Acquiring Fund, subject to certain exceptions. Following the Reorganization, the total annual fund operating expenses of the Acquiring Fund will be lower than those of each share class of the Target Fund. While the contractual management fee rate for the Acquiring Fund is the same as the contractual advisory fee rate of the Target Fund, the Acquiring Fund's unitary management fee includes substantially all operating expenses of the Acquiring Fund, while the Target Fund's contractual advisory fee does not.
For a more detailed comparison of the Funds' fees and expenses, see the section titled "COMPARISON OF IMPORTANT FEATURES OF THE FUNDS - What are the Funds' investment management fee rates?" and "What are the fees and expenses of each Fund and what might they be after the Reorganization?"
Who will pay the costs in connection with the Reorganization?
The Advisor will bear all of the expenses relating to the Reorganization, except that the Target Fund will bear any transaction costs incurred by the Target Fund related to the disposition and acquisition of assets as part of the Reorganization, which are currently expected to be de minimis. This does not include estimated transaction costs resulting from expected redemption activity by Target Fund shareholders, which CSCM does not anticipate to be significant. The Advisor will bear the other costs of the Reorganization whether or not the Reorganization is consummated.
What are the federal income tax consequences of the Reorganization?
The Reorganization is expected to constitute a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, (the "Code") and generally is not expected to result in recognition of gain or loss by the Target Fund or its shareholders. However, immediately prior to the Reorganization, shareholders will receive cash compensation for any fractional shares of the Target Fund that they hold and Target Fund shareholders who do not hold Target Fund shares through an account that can hold Acquiring Fund Shares at the time of the Reorganization will receive cash and have their holdings of Target Fund shares liquidated. Shareholders who hold their Target Fund shares in a taxable account will generally be required to recognize gain or loss upon the receipt of cash for their fractional and/or liquidated shares, as applicable.
As a condition of the closing of the Reorganization and assuming the parties comply with the terms of the Plan, the Target Fund and the ETF Trust will receive an opinion of counsel regarding the federal income tax consequences of the Reorganization. Shareholders should consult their tax advisers about state and local tax consequences of the Reorganization, if any, because the information about tax consequences in this Prospectus/Information Statement relates only to the federal income tax consequences of the Reorganization. For more information, please see the section "FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION."
Prior to the closing of the Reorganization, the Target Fund may declare one or more distributions to shareholders out of its investment company taxable income (computed without regard to the deduction for dividends paid), net tax-exempt income, if any, and net capital gain, if any, in each case that is earned during the Target Fund's current taxable
5
year through the closing of the Reorganization or any prior taxable period with respect to which the Target Fund is eligible to pay a dividend. Such distributions will be taxable to shareholders who hold their Target Fund shares in a taxable account.
What is the anticipated timing of the Reorganization?
The Reorganization is currently expected to be completed on or about June 12, 2026.
What do I need to do to prepare for the Reorganization?
It is important for you to determine whether you hold your shares of the Target Fund in the type of account that can accommodate the ETF shares that will be received in the Reorganization. If you hold your shares of the Target Fund in an account directly with the Target Fund at the Target Fund's transfer agent or in a brokerage account with a financial intermediary that only allows you to hold mutual fund shares, you will need to set up a brokerage account that allows investment in ETF shares if the Reorganization is consummated and you wish to transact in shares of the Acquiring Fund.
| |
Transferring Target Fund Shares to an Already Existing Brokerage Account. Transferring your shares from the Target Fund's transfer agent to a brokerage account should be a simple process. If you have a brokerage account or a relationship with a brokerage firm, please talk to the broker and inform the broker that you would like to transfer a mutual fund position that you hold directly with the Target Fund into your brokerage account. Also inform your broker that such an account will need to be set up to hold ETF shares. If you do not have a brokerage account or a relationship with a brokerage firm, you will need to open an account if the Reorganization is consummated and you wish to transact in shares of the Acquiring Fund. |
You should provide your broker with a copy of the quarterly statement from the Target Fund. The broker will require your account number with the Target Fund, which can be found on your statement. The broker will help you complete a form to initiate the transfer. Once you sign that form, the broker will submit the form to the transfer agent directly, and the shares will be transferred into your brokerage account.
| |
Transferring Target Fund Shares from a Non-Accommodating Brokerage Account to a Brokerage Account that Accepts ETF Shares. The broker where you hold Target Fund shares should be able to assist you in changing the characteristics of your brokerage account to an account that is permitted to invest in ETF shares. Contact your broker right away to make the necessary changes to your account. |
You can contact your financial advisor or other financial intermediary for further information. You also may contact the Target Fund by calling (800) 330-7348.
What will happen if I don't have a brokerage account that can hold ETF shares at the time of the Reorganization?
If you do not hold your Target Fund shares through an account that can hold Acquiring Fund Shares on the closing date of the Reorganization, you will not receive Acquiring Fund Shares as part of the Reorganization. Instead, your investment will be liquidated. You will receive cash, which will be equal in value to the aggregate NAV of your Target Fund shares calculated as of the closing date of the Reorganization. Such cash proceeds will be sent to the accountholder of record (subject to applicable federal or state laws concerning unclaimed property). The conversion of Acquiring Fund Shares to cash may be subject to fees and expenses and will be a taxable event for shareholders who hold their shares in a taxable account. If you think you don't have a brokerage account that can accept the Acquiring Fund Shares you receive in the Reorganization, you may contact the Target Fund by calling (800) 330-7348.
Are there other circumstances where a Target Fund shareholder will not be able to hold ETF shares?
Omnibus retirement plan recordkeepers may not be able to include ETF shares on their platforms, and in such a case a retirement plan investor may be required by its retirement plan recordkeeper to redeem Target Fund's shares prior to the Reorganization.
6
What if I don't want to hold ETF shares?
If you do not want to receive ETF shares in connection with the Reorganization, you may redeem your shares of the Target Fund or you may exchange those shares for shares of another eligible mutual fund managed by the Advisor prior to the Reorganization. If a Target Fund shareholder redeems his or her shares and such shares are held in a taxable account, the shareholder will recognize a taxable gain or loss based on the difference between the redeeming shareholder's tax basis in the shares and the amount that the redeeming shareholder receives for them. Shareholders of the Target Fund may exchange their Target Fund shares for shares of the same class of any mutual fund, other than the Target Fund, that is managed by the Advisor generally without paying any additional sales charges, provided that the fund shares to be acquired in the exchange are available to new investors in such other fund and the shareholder is eligible to invest in such shares. Such an exchange of shares for shares in another fund will generally result in the recognition of taxable gain or loss for shareholders holding shares in a taxable account. As an ETF, the Acquiring Fund does not provide for the exchange of shares.
Whom do I contact for further information?
You can contact your financial adviser or other financial intermediary for further information. You also may contact the Target Fund by calling (800) 330-7348.
7
THE REORGANIZATION: COHEN & STEERS FUTURE OF ENERGY FUND, INC. INTO
COHEN & STEERS FUTURE OF ENERGY ACTIVE ETF
COMPARISON OF IMPORTANT FEATURES OF THE FUNDS
Are there any significant differences between the investment objectives, policies and strategies of the Funds?
The Target Fund operates as a mutual fund, offering shares that are redeemable on each business day and daily liquidity. The Acquiring Fund operates as an ETF. As an ETF, the Acquiring Fund offers shares that are bought and sold on a national securities exchange, which gives investors the ability to buy their shares throughout the day at the current market price (which may be at a premium or discount to NAV).
The Acquiring Fund will be managed using an investment objective and principal investment strategies that are identical to those of the Target Fund, with some minor wording differences outlined below.
The Target Fund and Acquiring Fund's investment objective is to provide attractive total return, comprised of current income and price appreciation. Each Fund's investment objective may be changed by the Board without shareholder approval.
The Target Fund and the Acquiring Fund have the same 80% investment policies pursuant to Rule 35d-1 under the 1940 Act and principal investment strategies. Under normal circumstances, the Target Fund invests, and the Acquiring Fund will invest, at least 80% of its net assets (plus borrowings for investment purposes) in equity securities of energy companies, including traditional-, alternative-, renewable- and clean-energy companies, natural resource companies, utilities, and companies in associated businesses (collectively, "Energy and Energy-Related Companies") (as further defined below). The Target Fund seeks, and the Acquiring Fund will seek, to invest in Energy and Energy-Related Companies that CSCM believes are leading, enabling, supplying, disrupting, or otherwise benefiting from transitional or longer-term structural changes to the global energy sector, such as changes resulting from shifting demand and supply of traditional and alternative energy sources, increasing emphasis on storage, resilience, and security of supply, and other developments in technologies, regulations, and behaviors affecting the energy sector. Equity securities include common stocks, rights or warrants to purchase common stocks, convertible securities, preferred stocks, depositary receipts, private investments in public equity ("PIPEs"), and private placements. Each of the Target Fund and the Acquiring Fund may invest in equity securities of Energy and Energy- Related Companies of any market capitalization. "Energy and Energy-Related Companies" also includes:
(i) Securities of companies that own or otherwise engage in activities related to energy in the U.S., such as assets related to exploration, development, mining, production, transmission, infrastructure, processing, refining, storage, gathering, distribution, marketing, and transportation (including pipelines) of oil and gas, minerals, geothermal energy, renewable energy, liquefied natural gas ("LNG"), fertilizer, timber or industrial source carbon dioxide;
(ii) Securities of renewable companies that are owners or operators of "clean" assets, as well as those developing technologies, products, processes and services relating to more efficient or cleaner use, storage, delivery, management, conservation or conversion of natural resources or products derived therefrom or the transition to cleaner and more efficient use of natural resources or products derived therefrom;
(iii) Utilities, including gas, water, and electrical utilities and, in the case of the Target Fund only, cable and telecommunications utilities;
(iv) Energy and Energy-Related Companies that are organized as Master Limited Partnerships ("MLPs") and limited liability companies that are publicly traded and treated as partnerships or C corporations for U.S. federal income tax purposes. Direct investments in MLPs may take the form of debt or equity, including, without limitation, common units, preferred units, convertible subordinated units, PIPEs, and securities of affiliates of MLPs, substantially all of whose assets consist of units or ownership interests of an affiliated MLP (which includes, without limitation, general partner interests, incentive distribution rights, common units and subordinated units);
(v) Securities of exchange-traded, open-end or closed-end funds that invest primarily in other Energy or Energy-Related Companies or their affiliates; and
(vi) Instruments that provide economic exposure to each type of investment listed in items (i) through (v) above, including derivative instruments such as, among others, forward contracts, futures and options thereon, options and swaps.
8
Each of the Target Fund and the Acquiring Fund may also invest up to 50% of its net assets in foreign securities, including those issued by companies in emerging markets.
The Target Fund may invest up to 20% of its net assets in investments that are not Energy and Energy-Related Companies. Similarly, the Acquiring Fund may invest, in normal market conditions, no more than 20% of its net assets (plus borrowings for investment purposes) in investments that are not Energy and Energy-Related Companies.
Debt securities issued by Energy and Energy-Related Companies may include those rated below investment grade (below Baa3 or BBB-) by Moody's, S&P, Fitch or an equivalent rating by one nationally recognized statistical rating organization ("NRSRO") or that are unrated but judged to be below investment grade by the Advisor at the time of purchase. Such securities are commonly known as "high yield bonds" or "junk bonds." Each of the Target Fund and the Acquiring Fund may invest in debt securities without regard to their maturity or credit rating. In normal market conditions, the Acquiring Fund may invest no more than 20% of its net assets (plus borrowings for investment purposes) in debt securities.
The Funds may, but are not required to, use derivative instruments to seek to generate return, facilitate portfolio management and mitigate risks. The Acquiring Fund's primary uses of derivative contracts will be to enter into interest rate and currency hedging transactions in order to manage the interest rate and foreign currency risk inherent in the Acquiring Fund's investments and to enter into total return swaps to manage credit risk.
Investment Strategies
The principal investment strategies of each Fund are as follows:
| Target Fund | Acquiring Fund | |
| Under normal market conditions, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes) in equity securities of energy companies, including traditional-, alternative-, renewable- and clean-energy companies, natural resource companies, utilities, and companies in associated businesses (collectively, "Energy and Energy-Related Companies") (as further defined below). The Fund will seek to invest in Energy and Energy-Related Companies that the Advisor believes are leading, enabling, supplying, disrupting, or otherwise benefiting from transitional or longer-term structural changes to the global energy sector, such as changes resulting from shifting demand and supply of traditional and alternative energy sources, increasing emphasis on storage, resilience, and security of supply, and other developments in technologies, regulations, and behaviors affecting the energy sector. Equity securities include common stocks, rights or warrants to purchase common stocks, convertible securities, preferred stocks, depositary receipts, private investments in public equity ("PIPEs"), and private placements. The Fund may invest in equity securities of Energy and Energy- Related Companies of any market capitalization. "Energy and Energy-Related Companies" may also include: | The Fund is an exchange-traded fund. Under normal market conditions, the Fund will invest at least 80% of its net assets (plus borrowings for investment purposes) in equity securities of energy companies, including traditional-, alternative-, renewable- and clean-energy companies, natural resource companies, utilities, and companies in associated businesses (collectively, "Energy and Energy-Related Companies") (as further defined below). The Fund will seek to invest in Energy and Energy-Related Companies that Cohen & Steers Capital Management, Inc., the Fund's investment advisor (the "Advisor"), believes are leading, enabling, supplying, disrupting, or otherwise benefiting from transitional or longer-term structural changes to the global energy sector, such as changes resulting from shifting demand and supply of traditional and alternative energy sources, increasing emphasis on storage, resilience, and security of supply, and other developments in technologies, regulations, and behaviors affecting the energy sector. Equity securities include common stocks, rights or warrants to purchase common stocks, convertible securities, preferred stocks, depositary receipts, private investments in public equity ("PIPEs"), and private placements. The Fund may invest in equity securities of Energy and Energy- Related Companies of any market capitalization. "Energy and Energy-Related Companies" also includes: | |
| (i) Securities of companies that own or otherwise engage in activities related to energy in the U.S., such as assets related to exploration, development, mining, production, transmission, infrastructure, processing, refining, storage, gathering, distribution, marketing, and transportation (including pipelines) of oil and gas, | (i) Securities of companies that own or otherwise engage in activities related to energy in the U.S., such as assets related to exploration, development, mining, production, transmission, infrastructure, processing, refining, storage, gathering, distribution, marketing, and transportation (including pipelines) of oil and gas, | |
9
| minerals, geothermal energy, renewable energy, liquefied natural gas ("LNG"), fertilizer, timber or industrial source carbon dioxide; | minerals, geothermal energy, renewable energy, liquefied natural gas ("LNG"), fertilizer, timber or industrial source carbon dioxide; | |
| (ii) Securities of renewable companies that are owners or operators of "clean" assets, as well as those developing technologies, products, processes and services relating to more efficient or cleaner use, storage, delivery, management, conservation or conversion of natural resources or products derived therefrom or the transition to cleaner and more efficient use of natural resources or products derived therefrom; | (ii) Securities of renewable companies that are owners or operators of "clean" assets, as well as those developing technologies, products, processes and services relating to more efficient or cleaner use, storage, delivery, management, conservation or conversion of natural resources or products derived therefrom or the transition to cleaner and more efficient use of natural resources or products derived therefrom; | |
| (iii) Utilities, including gas, water, cable, electrical and telecommunications utilities; | (iii) Utilities, including gas, water, and electrical utilities; | |
| (iv) Energy and Energy-Related Companies that are organized as Master Limited Partnerships ("MLPs") and limited liability companies that are publicly traded and treated as partnerships or C corporations for U.S. federal income tax purposes. Direct investments in MLPs may take the form of debt or equity, including, without limitation, common units, preferred units, convertible subordinated units, PIPEs, and securities of affiliates of MLPs, substantially all of whose assets consist of units or ownership interests of an affiliated MLP (which includes, without limitation, general partner interests, incentive distribution rights, common units and subordinated units); | (iv) Energy and Energy-Related Companies that are organized as Master Limited Partnerships ("MLPs") and limited liability companies that are publicly traded and treated as partnerships or C corporations for U.S. federal income tax purposes. Direct investments in MLPs may take the form of debt or equity, including, without limitation, common units, preferred units, convertible subordinated units, PIPEs, and securities of affiliates of MLPs, substantially all of whose assets consist of units or ownership interests of an affiliated MLP (which includes, without limitation, general partner interests, incentive distribution rights, common units and subordinated units); | |
| (v) Securities of exchange-traded, open-end or closed-end funds that invest primarily in other Energy or Energy-Related Companies or their affiliates; and | (v) Securities of exchange-traded, open-end or closed-end funds that invest primarily in other Energy or Energy-Related Companies or their affiliates; and | |
| (vi) Instruments that provide economic exposure to each type of investment listed in items (i) through (v) above, including derivative instruments such as, among others, forward contracts, futures and options thereon, options and swaps. | (vi) Instruments that provide economic exposure to each type of investment listed in items (i) through (v) above, including derivative instruments such as, among others, forward contracts, futures and options thereon, options and swaps. | |
| The Fund may also invest up to 50% of its net assets in foreign securities, including those issued by companies in emerging markets. | The Fund may also invest up to 50% of its net assets in foreign securities, including those issued by companies in emerging markets. | |
| The Fund may invest up to 20% of its net assets in investments that are not Energy and Energy-Related Companies. | In normal market conditions, the Fund may invest no more than 20% of its net assets (plus borrowings for investment purposes) in investments that are not Energy and Energy-Related Companies. | |
| Debt securities issued by Energy and Energy-Related Companies may include those rated below investment grade (below Baa3 or BBB-) by Moody's, S&P, Fitch or an equivalent rating by one nationally recognized statistical rating organization ("NRSRO") or that are unrated but judged to be below investment grade by the Advisor at the time of purchase. Such securities are commonly known as "high yield bonds" or "junk | In normal market conditions, the Fund may invest no more than 20% of its net assets (plus borrowing for investment purposes) in debt securities. Debt securities issued by Energy and Energy-Related Companies may include those rated below investment grade (below Baa3 or BBB-) by Moody's Investors Services, Inc. ("Moody's"), Standard & Poor's Ratings ("S&P"), or Fitch Ratings ("Fitch") or an equivalent rating by one nationally recognized statistical rating organization ("NRSRO") or that are unrated but judged to be below investment grade by the Advisor at the | |
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| bonds." The Fund may invest in debt securities without regard to their maturity or credit rating. | time of purchase. Such securities are commonly known as "high yield bonds" or "junk bonds." The Fund may invest in debt securities without regard to their maturity or credit rating. | |
| The Fund may, but is not required to, use derivative instruments to seek to generate return, facilitate portfolio management and mitigate risks. | The Fund may, but is not required to, use derivative instruments to seek to generate return, facilitate portfolio management and mitigate risks.The Fund's primary uses of derivatives contracts will be to enter into interest rate and currency hedging transactions in order to manage the interest rate and foreign currency risk inherent in the Fund's investments and to enter into total return swaps to manage credit risk. | |
Further information about the Target Fund's investment objectives and strategies is contained in the Prospectus and Statement of Additional Information of the Target Fund, which are on file with the SEC.
Investment Policies and Restrictions
The fundamental investment policies and the non-fundamental investment policies of the Target Fund and the Acquiring Fund are identical. The Funds' fundamental investment policies and non-fundamental policies are set forth in Exhibit B. After the Reorganization occurs, the combined Fund will be subject to the fundamental investment policies of the Acquiring Fund. Fundamental investment policies may not be changed without shareholder approval. Non-fundamental policies may be changed without shareholder approval.
How do the principal investment risks of the Funds compare?
Nearly all of the risks associated with an investment in the Target Fund and the Acquiring Fund are similar, but there are some differences, including that, as a shareholder of the Acquiring Fund, you would also be subject to risks related to the Acquiring Fund's ETF structure. In addition, while there are certain differences between the Acquiring Fund's and the Target Fund's risk disclosure, the Advisor does not expect the differences in the disclosure or description of such risks to result in or reflect any material differences in how the Acquiring Fund will be managed relative to how the Target Fund is currently managed. For example, the Target Fund and the Acquiring Fund may use different terminology to describe the risks applicable to such Fund's principal investment strategies and the differences may reflect a clarification of the risks associated with an investment in the Acquiring Fund.
The following chart identifies the principal risks associated with each Fund. Each of the principal risks of the Acquiring Fund appears in Exhibit A.
| Principal Risks | Target Fund | Acquiring Fund | ||
|
Active Management Risk |
X | X | ||
|
Authorized Participant Concentration Risk |
X | |||
|
Below Investment Grade Securities Risk |
X | X | ||
|
Clean Energy Risk |
X | X | ||
|
Common Stock Risk |
X | X | ||
|
Convertible Securities Risk |
X | X | ||
|
Cyber Security Risk |
X | X | ||
|
Derivatives and Hedging Transactions Risk |
X | X | ||
|
Energy Sector Risks |
X | X | ||
|
Exchange-Traded Notes (ETNs) Risk |
X | X | ||
|
Foreign (Non-U.S.) Securities and Emerging Markets Risk |
X | X | ||
|
Fund Shares Liquidity Risk |
X | |||
|
Industry Specific Risks |
X | X | ||
|
Interest Rate Risk to Energy and Energy-Related Companies Risk |
X | X | ||
11
| Principal Risks | Target Fund | Acquiring Fund | ||
|
Investment Risk |
X | X | ||
|
Large Shareholder Risk (also known as Shareholder Concentration Risk) |
X | X | ||
|
Liquidity Risk |
X | X | ||
|
Market Disruption and Geopolitical Risk |
X | X | ||
|
Market Price Relative to NAV Risk |
X | |||
|
Market Risk |
X | X | ||
|
Market Volatility Risk |
X | X | ||
|
Master Limited Partnership Risk |
X | X | ||
|
Natural Resources Risk |
X | X | ||
|
New Fund Risk |
X | |||
|
Non-Diversification Risk |
X | X | ||
|
Options Risk |
X | X | ||
|
Other Investment Companies Risk |
X | X | ||
|
Preferred Securities Risk |
X | X | ||
|
Regulatory Risk |
X | X | ||
|
Renewable Companies Risk |
X | X | ||
|
Restricted and Illiquid Securities Risk |
X | X | ||
|
Royalty and Income Trust Risk |
X | |||
|
Secondary Market Trading Risk |
X | |||
|
Tax Risk |
X | X | ||
|
Utilities Sector Risk |
X | X | ||
Who manages the Funds?
The Target Fund and the Acquiring Fund are managed by the same investment adviser, subadvisors and portfolio managers and are governed by a Board of Directors/Trustees with the same composition.
The Advisor and Subadvisors. The Advisor, a registered investment advisor located at 1166 Avenue of the Americas, 30th Floor, New York, New York 10036, was formed in 1986 and its clients include pension plans, endowment funds and investment companies, including each of the open-end and closed-end Cohen & Steers funds. As of March 31, 2025, the Advisor managed approximately $93.1 billion in assets. The Advisor is a wholly-owned subsidiary of Cohen & Steers, Inc. ("CNS"), a publicly traded company whose common stock is listed on the NYSE under the symbol "CNS."
The Advisor is responsible for the overall management of the Fund's portfolio and for the supervision and ongoing monitoring of the Subadvisors.
CNS Asia, with offices located at 3301B, 33rd Floor, The Henderson, 2 Murray Road, Central Hong Kong, is a wholly owned subsidiary of CNS and serves as a Subadvisor pursuant to an agreement with the Advisor (a "Subadvisory Agreement"). CNS Asia provides investment research and advisory services with respect to Asia Pacific real estate securities and provides trade order execution services for the Fund. CNS Asia is a registered investment advisor and was formed in 2005.
CNS UK, with offices located at The Burlian, 3 Dering Street, 2nd Floor, London W1S 1AA, United Kingdom, is a wholly owned subsidiary of CNS and serves as a Subadvisor pursuant to a Subadvisory Agreement. CNS UK provides investment research and advisory services to the Advisor in connection with managing the Fund's investments in
12
Europe and provides trade order execution services for the Fund. CNS UK is a registered investment advisor and was formed in 2006.
The fees of the Subadvisors are paid by the Advisor (and not the Fund) out of its investment advisory fee received from the Fund.
Portfolio Management. The same individuals responsible for the day-to-day portfolio management of the Target Fund will be responsible for the day-to-day portfolio management of the Acquiring Fund.
Benjamin Morton - Mr. Morton joined the Advisor in 2003 and currently serves as Executive Vice President of the Advisor. Mr. Morton has been a portfolio manager of the Target Fund since 2013 and a portfolio manager of the Acquiring Fund since its inception. He is based in New York.
Tyler Rosenlicht - Mr. Rosenlicht joined the Advisor in 2012 and currently serves as Senior Vice President of the Advisor. Mr. Rosenlicht has been a portfolio manager of the Target Fund since 2015 and a portfolio manager of the Acquiring Fund since its inception. He is based in New York.
The Statement of Additional Information for the Target Fund dated April 1, 2026 (the "Target Fund SAI") and the Statement of Additional Information for the Acquiring Fund dated May 4, 2026 (the "Acquiring Fund SAI"), provide additional information about the portfolio manager's compensation, other accounts managed by the portfolio managers, and the portfolio manager's ownership of securities in the Funds. For information on how to obtain a copy of the Target Fund SAI and the Acquiring Fund SAI, please see the section entitled "INFORMATION ABOUT THE FUNDS."
What are the Funds' investment management fee rates?
Under its investment advisory agreement (the "Target Fund Investment Advisory Agreement") with the Target Fund, the Advisor furnishes a continuous investment program for the Target Fund's portfolio, makes the day-to-day investment decisions for the Target Fund and generally manages the Target Fund's investments in accordance with the stated policies of the Target Fund, subject to the general supervision of the Board of Directors of the Target Fund. The Advisor also performs certain administrative services for the Target Fund and provides persons satisfactory to the Board of Directors of the Target Fund to serve as officers of the Target Fund. Such officers, as well as certain Directors of the Target Fund, may also be directors, officers, or employees of the Advisor. The Advisor and Subadvisors also select brokers and dealers to execute the Target Fund's portfolio transactions. For its services under the Investment Advisory Agreement, the Target Fund pays the Advisor a monthly investment advisory fee at the annual rate of 0.80% of the average daily net assets of the Target Fund. This fee is allocated among the separate classes based on each class's proportionate shares of such average daily net assets. The Target Fund's effective investment advisory fee during 2025 was 0.44% of average daily net assets.
In addition to this investment advisory fee, the Target Fund pays other operating expenses, which may include but are not limited to administrative, transfer agency, custodial, legal and accounting fees. The Target Fund pays the Advisor, which also serves as the Target Fund's administrator, a monthly fee at the annual rate of 0.05% of the average daily net assets for administration services. The Target Fund's co-administrator, State Street Bank and Trust Company, also performs certain administrative services for the Target Fund. The Advisor has contractually agreed to waive its fee and/or reimburse expenses through June 30, 2027 so that the Target Fund's total annual operating expenses (excluding acquired fund fees and expenses, taxes and extraordinary expenses) do not exceed 1.25% for Class A shares, 1.90% for Class C shares, 0.90% for Class F shares, 0.90% for Class I shares, 1.40% for Class R shares and 0.90% for Class Z shares. This contractual agreement can only be amended or terminated by agreement of the Target Fund's Board of Directors and the Advisor and will terminate automatically in the event of termination of the Investment Advisory Agreement between the Advisor and the Target Fund. A discussion regarding the Board of Directors' basis for approving the Investment Advisory Agreement and Subadvisory Agreements is available in the Target Fund's N-CSR Filing for the year ended November 30, 2025.
For its services under its investment advisory agreement, (the "Acquiring Fund Investment Advisory Agreement"), the Acquiring Fund pays the Advisor a monthly investment advisory fee at the annual rate of 0.80% of the average daily net assets of the Acquiring Fund (the "Management Fee"). The Management Fee is accrued at a daily rate and
13
paid monthly in arrears from the assets of the Fund. In return for the Management Fee (which is sometimes referred to as a "unitary" or "unified" fee), the Advisor has agreed to bear all operating costs of the Acquiring Fund other than the following expenses, which will be borne by the Acquiring Fund: the Management Fee, payments made under the Acquiring Fund's distribution and service plan pursuant to Rule 12b-1 under the 1940 Act (if or when such fees are imposed), brokerage commissions and other expenses connected to the execution of portfolio transactions, interest expense, taxes, acquired fund fees and expenses, litigation expenses, and, upon approval of the Board, extraordinary expenses.
The Advisor may bear operating fees and expenses for which the Advisor is responsible as described above through the Acquiring Fund's payment of such fees and expenses and a corresponding reduction in the Management Fee payable by that Acquiring Fund to the Advisor.
A discussion regarding the Board's basis for approving the Acquiring Fund Investment Advisory Agreement and Subadvisory Agreements will be included in the Acquiring Fund's first Form N-CSR filing.
The Acquiring Fund employs a unitary fee structure pursuant to which the Advisor bears substantially all operating expenses of the Acquiring Fund, subject to certain exceptions as described above. Following the Reorganization, the total annual fund operating expenses of the Acquiring Fund is expected to be lower than those of each share class of the Target Fund. While the contractual management fee rate for the Acquiring Fund is the same as the contractual advisory fee rate of the Target Fund, the Acquiring Fund's unitary management fee includes substantially all operating expenses of the Acquiring Fund, while the Target Fund's contractual advisory fee does not.
For the fiscal year ended November 30, 2025, after waivers and expense reimbursements, $525,806 was required to be paid by the Target Fund to the Advisor for the Advisor's investment advisory and management services provided. Because the Acquiring Fund has not yet commenced operations, the Acquiring Fund has not paid management fees to the Advisor.
What are the fees and expenses of each Fund and what are they expected to be after the Reorganization?
Shareholders of the Funds pay various fees and expenses, either directly or indirectly. The tables below show the fees and expenses that you would pay if you were to buy, hold and sell shares of each Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and examples below. The tables show the pro forma expenses of the combined Acquiring Fund after giving effect to the Reorganization, based on pro forma net assets as of November 30, 2025, as if the Reorganization had taken place on December 1, 2024. The fee tables do not reflect the costs associated with the Reorganization. Only pro forma combined fees and expenses information is provided for the Acquiring Fund because the Acquiring Fund will not commence operations until the Reorganization is completed.
As shown below, the Reorganization will result in lower total annual operating expenses for shareholders of the Target Fund.
Target Fund Shareholders will not pay any sales load, contingent deferred sales charge, brokerage commission, redemption fee, or other transaction fee in connection with the receipt of ETF shares from the Reorganization.
14
| Target Fund | ||||||||||||||
| Class A | Class C | Class F(1) | Class I | Class R | Class Z |
Acquiring (pro forma) |
||||||||
|
Shareholder Fees (fees paid directly from your investment): |
||||||||||||||
|
Maximum Sales Charge (Load) Imposed On Purchases (as % of offering price) |
None | None | None | None | None | None | None | |||||||
|
Maximum Deferred Sales Charge (Load) (as % of the net asset value at the time of purchase or redemption, whichever is lower) |
None | None | None | None | None | None | None | |||||||
| Class A | Class C | Class F(1) | Class I | Class R(1) | Class Z(1) |
Acquiring (pro forma) |
||||||||
|
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investments): |
||||||||||||||
|
Management Fees |
0.80% | 0.80% | 0.80% | 0.80% | 0.80% | 0.80% | 0.80% | |||||||
|
Distribution (12b-1) Fees |
0.25%(2) | 0.75%(2) | None | None | 0.50%(2) | None | None | |||||||
|
Other Expenses |
||||||||||||||
|
Shareholder Service Fee |
0.10% | 0.25% | None | 0.08%(3) | None | None | None | |||||||
|
Other Expenses |
0.41% | 0.41% | 0.41% | 0.40% | 0.41% | 0.41% | None | |||||||
|
Total Other Expenses |
0.51% | 0.66% | 0.41% | 0.48% | 0.41% | 0.41% | None | |||||||
|
Total Annual Fund Operating Expenses(4) |
1.56% | 2.21% | 1.21% | 1.28% | 1.71% | 1.21% | 0.80% | |||||||
|
Fee Waiver and/or Expense Reimbursement(4) |
(0.31)% | (0.31)% | (0.31)% | (0.38)% | (0.31)% | (0.31)% | None | |||||||
|
Total Annual Fund Operating Expenses after Fee Reductions and/or Expense Reimbursements(4) |
1.25% | 1.90% | 0.90%(5) | 0.90% | 1.40% | 0.90% | 0.80% | |||||||
(1) Class F shares are currently not available for purchase. Class R and Z shares are available on a limited basis.
(2) In connection with the Reorganization, effective June 1, 2026, the Distribution (12b-1) Fees on Class A, C and R shares will be waived.
(3) The maximum shareholder service fee for Class I shares is 0.10%.
15
| (4) |
The Advisor has contractually agreed to waive its fee and/or reimburse expenses through June 30, 2027 so that the Target Fund's total annual operating expenses (excluding acquired fund fees and expenses, taxes and extraordinary expenses) do not exceed 1.25% for Class A shares, 1.90% for Class C shares, 0.90% for Class F shares, 0.90% for Class I shares, 1.40% for Class R shares and 0.90% for Class Z shares. This contractual agreement can only be amended or terminated by agreement of the Target Fund's Board of Directors and the Advisor and will terminate automatically in the event of termination of the investment advisory agreement between the Advisor and the Target Fund. |
| (5) |
The total annual fund operating expenses for Class F shares are estimated. |
Example
These examples are intended to help you compare the cost of investing in the Target Fund's Class A, Class C, Class F, Class I, Class R, and Class Z shares with the cost of investing in Acquiring Fund Shares, both before and after the Reorganization. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then either redeem or do not redeem your shares at the end of those periods. The example also assumes that your investment has a 5% return each year, that the Fund's operating expenses remain the same, and that the Advisor did not waive its fee and/or reimburse expenses after June 30, 2027 (through June 30, 2027, expenses are based on the net amount pursuant to the fee waiver/expense reimbursement agreement). Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | |||||
|
Cohen & Steers Future of Energy Fund - Class A |
$127 | $454 | $813 | $1,823 | ||||
|
Cohen & Steers Future of Energy Fund - Class C |
$193 | $654 | $1,149 | $2,514 | ||||
|
Cohen & Steers Future of Energy Fund - Class F |
$92 | $345 | $627 | $1,431 | ||||
|
Cohen & Steers Future of Energy Fund - Class I |
$92 | $358 | $656 | $1,503 | ||||
|
Cohen & Steers Future of Energy Fund - Class R |
$143 | $501 | $891 | $1,987 | ||||
|
Cohen & Steers Future of Energy Fund - Class Z |
$92 | $345 | $627 | $1,431 | ||||
|
Pro Forma - Acquiring Fund (assuming the Reorganization is completed) |
$82 | $255 | $444 | $990 | ||||
How do the performance records of the Funds compare?
The Acquiring Fund is a newly-formed "shell" fund that has not yet commenced operations. The Acquiring Fund has been organized solely in connection with the Reorganization to acquire all of the assets and assume the liabilities of the Target Fund and continue the business of the Target Fund, except that the Acquiring Fund will operate as an ETF instead of a mutual fund. The Acquiring Fund will have no performance history prior to the Reorganization.
The Target Fund will be the "accounting survivor" after the Reorganization. This means that the Acquiring Fund will adopt the historical accounting records and performance of Class I shares of the Target Fund. The Target Fund's past performance is not necessarily an indication of how the Acquiring Fund will perform in the future.
The bar chart and table below provide some indication of the risks of investing in the Target Fund by showing changes in the Target Fund's Class I shares' performance from year-to-year and by showing how the Target Fund's average annual returns for the past one-, five- and ten-year periods compare with those of a broad-based securities market index and a secondary benchmark index. The table shows how the Target Fund's average annual returns compare with the performance of a selected broad-based market index (the "Broad-Based Index"), the MSCI World Index (net) Index-net, over various time periods. The MSCI World Index-net is a free-float-adjusted index that measures performance of large- and mid-capitalization companies representing developed market countries and is net of dividend withholding taxes. In addition to the Broad-Based Index, the table shows performance of two additional benchmarks. Each additional benchmark is represented by the performance of a benchmark consisting of the Alerian Midstream Energy Select Index (Total Return) through January 31, 2019, the Alerian Midstream Energy Select Canada-Capped Index through October 30, 2020, and a blended benchmark of 70% Alerian Midstream Energy Index, 20% S&P 500 Utilities Index, and 10% S&P 500 Oil & Gas Refining & Marketing Index through March 28, 2024. Following March 28, 2024, one additional benchmark (the "Linked Benchmark") is represented by the performance of the S&P Energy Select Sector Index and the other additional benchmark (the "Custom Linked Benchmark") is
16
represented by the performance of the Cohen & Steers Energy Aggregate Blend Price Index, which is a blended benchmark consisting of 35% S&P Energy Select Sector Index, 35% Cohen & Steers Risk Parity Energy Index (Custom) and 30% S&P North American and Europe Clean Energy Index-net. The Alerian Midstream Energy Select Index (Total Return) is a capped, float adjusted, capitalization-weighted index composite of North American energy infrastructure companies, whose constituents are engaged in midstream activities involving energy commodities. The Alerian Midstream Energy Select Canada-Capped Index is a composite of North American energy infrastructure companies. The capped, float-adjusted, capitalized-weighted index, which includes the same companies as the Alerian Midstream Energy Select Index (Total Return) but caps the aggregate weight of Canadian constituents at 20%, is disseminated end-of-day on a price-return and total-return basis. The Alerian Midstream Energy Index is a broad-based composite of North American energy infrastructure companies. The capped, float-adjusted, capitalization-weighted index, whose constituents are engaged in midstream activities involving energy commodities, is disseminated real-time on a price return basis and on a total return basis. The S&P 500 Utilities Index comprises those companies included in the S&P 500 that are classified as members of the Global Industry Classification Standard (GICS) utilities sector. The S&P 500 Oil & Gas Refining & Marketing Index is a subset of the S&P 500 Index that includes companies engaged in the refining and marketing of oil, gas and/or refined products. The S&P Energy Select Sector Index is a modified market cap index comprised of energy-related companies within the S&P 500, as defined by the GICS energy sector classification. The Cohen & Steers Risk Parity Energy Index (Custom) is based on the S&P Energy Select Sector Index with weights based on volatility contribution of the underlying GICS industries. The S&P North American and Europe Clean Energy Index-net is designed to measure the performance of 100 of the largest companies in global clean energy-related businesses from North America and Europe. The Advisor believes that the Linked Benchmark and the Custom Linked Benchmark, as compared to the Broad-Based Index, are comprised of securities that are more representative of the Target Fund's investment strategy during those periods. The Acquiring Fund will use the same benchmarks that the Target Fund uses.
The Fund's past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
Calendar Year Total Returns
For Class I shares
| Highest quarterly return during this period: |
37.36% |
(quarter ended June 30, 2020) |
||
| Lowest quarterly return during this period |
-50.66% |
(quarter ended March 31, 2020) |
17
Class I shares year-to-date return was 29.33% as of March 31, 2026.
Average Annual Total Returns
(for the periods ended December 31, 2025)
| 1 Year | 5 Years | 10 Years | ||||||||||
|
Class I Shares |
||||||||||||
|
Return Before Taxes |
17.38% | 19.80% | 9.08% | |||||||||
|
Return After Taxes on Distributions |
17.23% | 18.47% | 8.31% | |||||||||
|
Return After Taxes on Distributions and Sales of Fund Shares |
10.33% | 15.64% | 7.13% | |||||||||
|
MSCI World Index-net (reflects no deduction for fees, expenses or taxes) |
21.09% | 12.15% | 12.17% | |||||||||
|
Linked Benchmark (reflects no deduction for fees, expenses or taxes) |
8.03% | 15.21% | 8.53% | |||||||||
|
Custom Linked Benchmark (reflects no deduction for fees, expenses or taxes) taxes) |
24.94% | 18.03% | 9.85% | |||||||||
After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their shares through tax-advantaged arrangements such as 401(k) plans or individual retirement accounts.
How do the Funds' portfolio turnover rates compare?
Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the Example, affect Fund performance. Because the Acquiring Fund has not yet commenced operations, no portfolio turnover rate is available for the Acquiring Fund.
During the fiscal year ended November 30, 2025, Target Fund's portfolio turnover rate was 115% of the average value of its portfolio.
Where can I find more financial and performance information about the Target Fund?
Attached as Exhibit C below are the financial highlights tables of the Target Fund. Additional information is available in the Target Fund's Prospectus, Statement of Additional Information, and the most recent Form N-CSR and Form N-CSRS filings, as applicable. Because the Acquiring Fund has not yet commenced operations, Form N-CSR and Form N-CSRS filings for the Acquiring Fund are not available.
The Target Fund's Prospectus is incorporated herein by reference and is legally deemed to be part of this combined Prospectus/Information Statement. The Target Fund's Statement of Additional Information is also incorporated herein by reference.
The Acquiring Fund's Statement of Additional Information is provided in Part B to this Prospectus/Information Statement and is legally deemed to be part of this combined Prospectus/Information Statement.
Each of these documents has been filed with the SEC and is available, free of charge, by (i) calling toll-free at (800) 330-7348 (Target Fund) or (866) 737-6370 (Acquiring Fund), (ii) accessing the documents at the Funds' website at www.cohenandsteers.com, or (iii) writing to the Funds at the address listed above. In addition, these documents may be obtained from the EDGAR database on the SEC's Internet site at http://www.sec.gov. You also may obtain this information upon payment of a duplicating fee, by e-mailing the SEC at the following address: [email protected].
18
COMPARISON OF OTHER KEY FEATURES OF THE FUNDS
What are the purchase and sale procedures of the Target Fund and Acquiring Fund?
The Target Fund and the Acquiring Fund have different procedures for purchasing, exchanging, and redeeming shares, which are summarized below.
Target Fund
The price at which you can purchase and redeem each class of the Fund's shares is the NAV of that class of shares next determined after we receive your order in proper form, less any applicable sales charge. Class A shares are subject to an initial sales charge and Class C shares are subject to a contingent deferred sales charge ("CDSC"). Class F, Class I, Class R and Class Z shares are not subject to a CDSC or other sales charge.
The Fund calculates its NAV per share as of the close of regular trading on the NYSE, generally 4:00 p.m. eastern time, on each day the NYSE is open for trading. Thus, purchase or redemption orders must be received in proper form by the close of regular trading on the NYSE in order to receive that day's NAV; orders received after the close of regular trading on the NYSE will receive the NAV next determined. For more information, see the "Pricing of Fund Shares" section of the Target Fund's Prospectus. Initial and subsequent investments in Target Fund shares are subject to investment minimums, as set forth in the "How to Purchase, Exchange and Sell Fund Shares" section of the Target Fund's Prospectus.
You may exchange or convert some or all of your Fund shares for shares of other Cohen & Steers open-end mutual funds, provided that you meet applicable investment minimums and subject to the conditions set forth in the "How to Purchase, Exchange and Sell Fund Shares - Exchange Privilege" section of the Target Fund's Prospectus.
Acquiring Fund
The Acquiring Fund sells shares of the Acquiring Fund only in large blocks of shares (each block of shares is called a "Creation Unit") on a continuous basis through the Acquiring Fund's distributor or its agent, without a sales load, at a price based on each Fund's NAV next determined. The NAV of Acquiring Fund Shares, similar to the NAV of Target Fund shares, is determined as of the close of regular trading on the NYSE, generally 4:00 p.m. eastern time, on each day the NYSE is open.
Creation Units are issued and redeemed typically for an in-kind basket of securities. Except when aggregated in Creation Units, the Fund shares are not redeemable securities of the Fund. Individual shares may only be purchased and sold on secondary markets through a financial intermediary, such as a broker-dealer or a bank. Because the Fund's shares trade at market prices rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). You may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares of the ETF (bid) and the lowest price a seller is willing to accept for shares of the ETF (ask) when buying or selling shares in the secondary market (the bid/ask spread). Information regarding the Fund's NAV, market price, premiums and discounts, and bid/ask spread, is available at www.cohenandsteers.com.
The Fund issues or redeems its shares at NAV per share only in Creation Units and only to Authorized Participants (or APs). Most investors will buy and sell shares in secondary market transactions through brokers or other financial intermediaries and therefore must have an account with them to buy and sell shares. Shares can be bought or sold through your financial intermediary throughout the trading day like shares of any publicly traded issuer. When buying or selling shares through a financial intermediary, you will incur customary brokerage commissions and charges, and you may pay some or all of the spread between the bid and the offered prices in the secondary market for shares. The price at which you buy or sell shares (i.e., the market price) may be more (a premium to) or less than (a discount to) the NAV of the shares. Unless imposed by your financial intermediary, there is no minimum dollar amount you must invest in the Fund and no minimum number of shares you must buy. The Fund accommodates frequent purchases and redemptions of Creation Units by Authorized Participants and does not place a limit on purchases or redemptions of Creation Units by these investors. The Fund reserves the right, but does not have the obligation, to reject any purchase at any time.
19
Shares of the Fund are listed and trade on Nasdaq (ticker: CSEN).
The Acquiring Fund does not have exchange privileges. Additional information and specific instructions explaining how to buy shares of the Acquiring Fund are outlined in the Acquiring Fund's Prospectus under the heading "How to Purchase and Sell Fund Shares."
What are the distribution arrangements for the Target Fund and Acquiring Fund?
Target Fund
Cohen & Steers Securities, LLC located at 1166 Avenue of the Americas, 30th Floor, New York, NY 10036 (the "Distributor"), serves as the Distributor of shares of the Target Fund. For Class A, Class C and Class R shares of the Target Fund, the Distributor receives compensation as described below under the Target Fund's Distribution Plan.
The Distributor is not obligated to sell any specific amount of shares of any Fund and will sell shares, as agent for each Fund, on a continuous basis only against orders to purchase shares. The Distributor is an "affiliated person" of the Advisor, which is itself an affiliated person of each Fund. The Distributor is a wholly-owned subsidiary of CNS.
The Target Fund offers six classes of shares: Class A, Class C, Class F, Class I, Class R and Class Z shares. Class F shares are currently not available for purchase. The Target Fund has adopted a Plan Pursuant to Rule 18f-3 under the 1940 Act (the "Rule 18f-3 Plan"). Under the Rule 18f-3 Plan, shares of each class of the Target Fund represent an equal pro rata interest in such Target Fund and, generally, have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications and terms and conditions, subject to certain exceptions set forth in the Target Fund's Statement of Additional Information.
The Fund has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act (a "Distribution Plan") which allows the Fund to pay distribution fees for the sale and distribution of its shares. Under the Distribution Plan, the Fund may pay the Distributor a monthly distribution fee at an annual rate of up to 0.25%, 0.75% and 0.50% of the average daily net assets attributable to the Fund's Class A, Class C and Class R shares, respectively. Because these fees are paid out of the Fund's assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. The Distributor uses the amounts received under the Distribution Plan for payments to qualifying dealers for their assistance in the distribution of the Fund's shares and for other expenses such as advertising costs and the payment for the printing and distribution of Prospectuses to prospective investors. In addition, with respect to Class R shares, such amounts may also be used to pay for services to Fund shareholders or services related to the maintenance of shareholder accounts.
Although the Distributor may retain a portion of the distribution fee, payments received under the Distribution Plan will not be used to pay any interest expenses, carrying charges or other financing costs or allocation of overhead of the Distributor. The Distributor and/or the Advisor bears distribution expenses to the extent they are not covered by payments under the Distribution Plan. Any distribution expenses incurred by the Distributor in the current fiscal year of the Target Fund, which are not reimbursed from payments under the Distribution Plan accrued in the current fiscal year, are not carried over for payment under the Distribution Plan in any subsequent year.
Acquiring Fund
Foreside Fund Services, LLC (the "Acquiring Fund Distributor") or its agent distributes Creation Units for the Acquiring Fund on an agency basis. The Acquiring Fund Distributor does not maintain a secondary market in shares of the Acquiring Fund.
Shares are continuously offered for sale by the Acquiring Fund through the Acquiring Fund Distributor or its agent only in Creation Units, as described in the Acquiring Fund's Prospectus and in the "Creation and Redemption of Creation Units" section of this SAI. Acquiring Fund shares in amounts less than Creation Units are generally not distributed by the Acquiring Fund Distributor or its agent. The Acquiring Fund Distributor is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and a member of the Financial Industry Regulatory Authority, Inc. ("FINRA").
20
The Distribution Agreement for the ETF Trust, on behalf of the Acquiring Fund, provides that it may be terminated at any time, without the payment of any penalty, on at least 60 days' prior written notice to the other party following (i) the vote of a majority of the Independent Trustees, or (ii) the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the relevant Fund. The Distribution Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act). The Acquiring Fund Distributor may also enter into agreements with securities dealers ("Soliciting Dealers") who will solicit purchases of Creation Units of Fund shares. Such Soliciting Dealers may also be Authorized Participants, DTC Participants (as described in the Acquiring Fund's SAI) and/or investor services organizations.
The Board has approved, and the Acquiring Fund has adopted, a distribution and service plan (the "Plan") pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Acquiring Fund is authorized to pay fees to the Acquiring Fund Distributor and other firms that provide distribution and/or shareholder services ("Service Providers"). If a Service Provider provides such services, the Acquiring Fund may pay fees at an annual rate not to exceed 0.25% of average daily net assets, pursuant to Rule 12b-1 under the 1940 Act. No distribution or service fees are currently paid by the Acquiring Fund, however, and there are no current plans to impose these fees. Future payments may be made under the Plan without any further shareholder approval. In the event Rule 12b-1 fees are charged, over time they would increase the cost of an investment in the Acquiring Fund.
What are other key features of the Funds?
Other Service Providers
Target Fund. The Advisor serves as the Fund's administrator. State Street Bank and Trust Company ("State Street"), which has its principal business at One Congress Street, Suite 1, Boston, Massachusetts 02114-2016, has been retained to act as the Target Fund's custodian and co-administrator. S&C GIDS, Inc., which has its principal business at 30 Braintree Hill Office Park, Suite 400, Braintree, MA 02184 provides transfer and dividend disbursing agency services to the Fund.
PricewaterhouseCoopers LLP ("PwC"), located at 300 Madison Avenue, New York, NY 10017, serves as the Target Fund's independent registered public accounting firm.
Acquiring Fund. State Street is the ETF Trust's administrator, fund accountant, transfer agent and custodian. PwC has been appointed as the Acquiring Fund's independent registered public accounting firm.
Fiscal Years
The fiscal/tax year end of the Target Fund and the Acquiring Fund is November 30.
Dividends and Distributions
Target Fund. The amount of dividends of net investment income and distributions of net realized long and short-term capital gains payable to shareholders are determined separately for each Target Fund class. Dividends and distributions are paid separately for each class of Target Fund shares. Dividends from the net investment income of the Target Fund are expected to be declared and paid quarterly. The Target Fund intends to distribute any net realized capital gains, if any, at least once each year, normally in December.
Prior to the closing of the Reorganization, the Target Fund may declare one or more distributions to shareholders out of its investment company taxable income (computed without regard to the deduction for dividends paid), net tax-exempt income, if any, and net capital gain, if any, in each case that is earned during the Target Fund's current taxable year through the closing of the Reorganization or any prior taxable period with respect to which the Target Fund is eligible to pay a dividend. Such distributions will be taxable to shareholders who hold their Target Fund shares in a taxable account.
21
Acquiring Fund. The Acquiring Fund intends to declare and pay distributions from its investment income quarterly. The Acquiring Fund intends to distribute net realized capital gains, if any, at least once each year, normally in December.
Tax
The Target Fund and Acquiring Fund intend to maintain the required level of diversification and otherwise conduct their operations so as to qualify as regulated investment companies for purposes of the Code. The Acquiring Fund, as an ETF, may present certain tax efficiencies for investors as compared to the Target Fund, as a mutual fund. ETFs typically redeem their shares with in-kind distributions of assets, and they typically do not recognize capital gain on the in-kind redemption of their shares. The Acquiring Fund will typically create and redeem Creation Units on an in-kind basis, thereby minimizing the Acquiring Fund's recognition of gain with respect to any appreciated securities it redeems in kind. In contrast, when portfolio securities are sold within the Target Fund, the sale can cause the recognition of capital gains within such Target Fund that generally would cause a taxable distribution to all of its shareholders-even if the shareholders may have an unrealized loss on their overall investment in the Target Fund. As a result, shareholders of the Acquiring Fund may pay less in taxes while they hold shares of the Acquiring Fund than they would if they held similar investments in the Target Fund. For more information about the tax implications of investments in the Funds, see the Target Fund Prospectus under the heading "Distributions and Taxes," and the Acquiring Fund's Statement of Additional Information under the heading "Distributions and Taxes."
22
REASONS FOR THE PROPOSED REORGANIZATION AND BOARD DELIBERATIONS
The Reorganization was reviewed and unanimously approved with respect to the Target Fund at a meeting of the Board on March 10, 2026 (the "Board Meeting"), with the advice and assistance of independent legal counsel to the Board. In connection with the Board Meeting, the Advisor provided background materials, analyses and other information to the Board regarding, among other things, the topics discussed below, and also responded to questions raised by the Board during the Board Meeting. The Advisor recommended that the Board approve the Reorganization because of operational and tax advantages that the Acquiring Fund, as an ETF, would provide compared to the Target Fund, a mutual fund, including the lower overall operating expenses, potentially more efficient portfolio management, lower portfolio transaction costs and tax efficiency, the tax-free nature of the Reorganization, and the ability to retain the performance track record of the Target Fund. Other factors the Board considered in connection with the Reorganization, based on information from the Advisor, included the ability for shareholders to redeem or exchange their shares of the Target Fund prior to the Reorganization, the need for Target Fund shareholders to have a brokerage account, that there may be circumstances where a Target Fund shareholder may not be able to hold Acquiring Fund Shares, and that, unlike the Target Fund, the Acquiring Fund will not issue any fractional shares.
The Board received from the Advisor written materials containing relevant information about the Acquiring Fund and the proposed Reorganization. The Board reviewed detailed information about: (1) the investment goal, strategies and policies of the Funds; (2) the portfolio management and other service providers of the Funds; (3) the comparability of the investment goals, policies, restrictions and investments of the Funds; (4) the current expense ratios of each Fund and the anticipated post-Reorganization expense ratio of the Acquiring Fund; (5) the costs of the Reorganization; (6) operational considerations in conjunction with effecting the Reorganization, including the consolidation of the Target Fund's six currently outstanding share classes into a single class and the redemption of fractional shares prior to the Reorganization and the need for a brokerage account to hold Acquiring Fund Shares; (7) the federal income tax consequences of the Reorganization to the Target Fund's shareholders; and (8) the general characteristics of the Funds.
The Board considered the potential benefits, risks and costs of the Reorganization to shareholders of the Target Fund. In approving the Reorganization, the Board considered the following factors:
Lower Expenses. The Advisor expects that following the Reorganization, the total expense ratio of the Acquiring Fund will be lower than the expense ratio for each of the Target Fund's share classes. While the contractual management fee rate for the Acquiring Fund is the same as the contractual advisory fee rate of the Target Fund, the Acquiring Fund's unitary management fee includes substantially all operating expenses of the Acquiring Fund, while the Target Fund's contractual advisory fee does not. In addition, the proposed Unitary Fee for the Acquiring Fund will benefit shareholders because the Advisor will be obligated under the investment advisory agreement to pay the Acquiring Fund's ordinary operating expenses without any increase in the Advisor's management fee. This obligation to bear fund expenses is part of the Acquiring Fund's investment advisory agreement with the Advisor and, therefore, cannot be changed without approval of Acquiring Fund's shareholders.
Management of the Acquiring Fund. The Advisor represented that it would be able to manage the Target Fund's investment strategies equally effectively in an ETF structure. The Board considered that the Acquiring Fund will have the same investment objective and principal investment strategies as the Target Fund.
Risks. Nearly all of the risks associated with owning shares of the Acquiring Fund are the same as the risks associated with owning shares of the Target Fund. However, there are certain differences in these risks, including the risks associated with the Acquiring Fund's organization as an ETF.
Costs of the Reorganization. The Board considered that the Advisor will bear all of the expenses relating to the Reorganization, except that the Target Fund will bear any transaction costs incurred by the Target Fund related to the disposition and acquisition of assets as part of a Reorganization, which are currently expected to be de minimis. This does not include estimated transaction costs resulting from expected redemption activity by Target Fund shareholders, which CSCM does not anticipate to be significant. The Board considered further that if the Reorganization is not consummated, the Advisor will pay for the other costs associated with the Reorganization.
23
Same Portfolio Management Team. The Advisor is the investment adviser to the Target Fund and the Acquiring Fund and the Subadvisors serve as subadvisors to the Target Fund and Acquiring Fund. The Advisor and the Subadvisors are wholly-owned subsidiaries of CNS.
The Advisor does not anticipate that the Reorganization will result in any decline in the level of services from the level of services that historically have been provided to the Target Fund. The Target Fund's current portfolio management team will be responsible for the day-to-day portfolio management of the Acquiring Fund following the closing of the Reorganization.
ETFs Offer Certain Structural Advantages. The Advisor believes that converting the Target Fund into an ETF may provide certain structural advantages. The ETF structure offers potential benefits to shareholders including: (1) through the potential use of in-kind transactions in connection with creations and redemptions of Acquiring Fund Shares, which may contribute to lower portfolio transaction costs and greater tax efficiency; (2) less cash drag on performance because the Acquiring Fund is not required to buy back or redeem shares directly from retail shareholders and, as a result, portfolio managers do not have to maintain cash in order to provide liquidity for redemptions, and (3) more flexible trading of ETF shares because investors have the ability to buy or sell ETF shares throughout the day at the current market price.
ETF Tax Efficiency. The ETF structure presents certain tax efficiencies for investors compared to the traditional mutual fund structure. While the tax treatment of ETFs and mutual funds is the same, ETFs may acquire securities from and deliver securities to Authorized Participants in the creation and redemption process on an in-kind basis and avoid the realization of taxable capital gains within the ETF in such transactions. Accordingly, investors in an ETF frequently are only subject to capital gains taxes on their investment in the ETF when they sell their ETF shares. In contrast, when portfolio securities are sold within a mutual fund, the sale can cause the recognition of capital gains within the mutual fund that generally would cause a taxable distribution to all shareholders of the mutual fund-even if the shareholders may have an unrealized loss on their overall mutual fund investment. As a result, shareholders of the Acquiring Fund may pay less in taxes than they would if they held similar investments in the Target Fund, although no assurances can be given in this regard.
Ability to Redeem or Exchange Shares of the Target Fund Prior to the Reorganization. Prior to the Reorganization, Target Fund shareholders who do not wish to invest in the Acquiring Fund may redeem or exchange their Target Fund shares without incurring a front-end sales charge or CDSC.
Tax-Free Nature. The Reorganization is anticipated to be treated as a tax-free reorganization for federal income tax purposes. Accordingly, it is expected that shareholders of the Target Fund will recognize no gains or losses on the exchange of their Target Fund shares for Acquiring Fund Shares, the Target Fund will recognize no gains or losses on the transfer of its assets to the Acquiring Fund, the Acquiring Fund will recognize no gain or loss on receipt of the assets of the Target Fund, and the Acquiring Fund will acquire the Target Fund's assets with the same tax basis and tax holding periods such assets had in the Target Fund's hands immediately prior to the Reorganization.
Transparency. While actively-managed mutual funds generally provide only periodic disclosure of their complete portfolio holdings (typically quarterly on a 15-day lag), transparent active (and index) ETFs operate with full, daily transparency of their portfolio holdings. This daily transparency allows for trading participants to manage their risk and more accurately price shares in the secondary market. It also offers financial advisors and their clients an understanding of their portfolio risk each day.
Ability to Retain Performance Track Record. The Acquiring Fund will be able to maintain the Target Fund's performance track record, which will assist in marketing and distribution efforts. Following the Reorganization, the Target Fund would be the accounting survivor and the Acquiring Fund will assume the historical performance of the Target Fund.
Other factors the Board considered in connection with the Reorganization included:
Target Fund Shareholders' Need for a Brokerage Account that May Hold ETF Shares. Shareholders of the Target Fund must have a brokerage account that is permitted to hold ETF shares in order to transact in Acquiring Fund Shares. Shareholders of the Target Fund who do not hold shares of the Target Fund through accounts that are permitted to
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hold Acquiring Fund Shares will not receive Acquiring Fund Shares and will, instead, receive cash equal in value to the aggregate NAV of the Target Fund shares held by such shareholders.
There May Be Circumstances Where a Target Fund Shareholder Will Not Be Able to Hold ETF Shares. Omnibus retirement plan recordkeepers may not be able to include ETF shares on their platforms, and in such a case a retirement plan investor may be required by its retirement plan recordkeeper to redeem their Target Fund shares prior to the Reorganization.
Consolidation of Target Fund Classes Prior to Reorganization; No Fractional Shares of the Acquiring Fund. Prior to the closing of the Reorganization, the Target Fund will consolidate its Class A, Class C, Class F, Class R, and Class Z shares into Class I shares so that the Target Fund has only Class I shares outstanding and so that each holder of Class I shares holds such shares immediately after the consolidation with an aggregate NAV equal to the aggregate NAV of the Target Fund shares held by such shareholder immediately prior to the consolidation. In addition, the Acquiring Fund does not issue fractional shares so fractional shares of the Target Fund held by a shareholder immediately prior to the Reorganization will be redeemed at net asset value. The proceeds of this redemption will result in a cash payment to those shareholders who own fractional shares of the Target Fund, which is expected to be de minimis and will be a taxable event to such shareholder.
Based upon their evaluation of the relevant information presented to them, including the information and considerations described above but without identifying any single factor as all-important or controlling, and in light of their fiduciary duties under federal and state law, the Board, including all of the Independent Trustees, concluded that participation by the Target Fund in the Reorganization is in the best interests of the Target Fund, and that no dilution of value would result to the shareholders of the Target Fund from the Reorganization. The Board unanimously approved the Reorganization at the Board Meeting.
The Board also reviewed the Reorganization with respect to the Acquiring Fund, with the advice and assistance of Fund counsel and independent legal counsel to the Independent Trustees. Following careful consideration, the Board determined that participation by the Acquiring Fund in the Reorganization was in the best interests of the Acquiring Fund and that the interests of existing shareholders of the Acquiring Fund would not be diluted as a result of the Reorganization.
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INFORMATION ABOUT THE REORGANIZATION
This is only a summary of the Plan. You should read the Plan for more complete information about the Reorganization. The Plan has been filed as an exhibit to the Acquiring Fund's Registration Statement on Form N-14 of which this Prospectus/Information Statement is a part.
How will the Reorganization be carried out?
The Reorganization will be completed after various conditions are satisfied, including the preparation of certain documents.
Prior to the closing of the Reorganization, the Target Fund will consolidate its Class A, Class C, Class F, Class R, and Class Z shares into Class I shares so that the Target Fund has only Class I shares outstanding and so that each holder of Class I shares holds such shares immediately after the consolidation with an aggregate NAV equal to the aggregate NAV of the Target Fund shares held by such shareholder immediately prior to the consolidation. After such consolidation, any fractional shares held by shareholders will be redeemed, and the Target Fund will distribute the redemption proceeds to those shareholders. The redemption of shareholders' fractional shares will be a taxable event for such shareholders and those shareholders are encouraged to consult their tax advisors to determine the effect of any such redemption.
On the closing date, which is scheduled to occur on or about June 12, 2026 (the "Closing Date"), but which may occur on such other date as the officers of the Target Fund and the Acquiring Fund may mutually agree, the Target Fund will transfer all of its assets, free and clear of all liens, encumbrances, and claims whatsoever (except for liens or encumbrances that do not materially detract from the value or use of the Target Fund's assets), to the Acquiring Fund and the Acquiring Fund will assume all liabilities of the Target Fund. In exchange, the Acquiring Fund will issue the Acquiring Fund Shares that have an aggregate NAV equal to the dollar value of the net assets delivered to the Acquiring Fund by the Target Fund. The Target Fund will distribute (i) Acquiring Fund Shares to shareholders of the Target Fund who hold shares of the Target Fund through accounts that are permitted to hold shares of the Acquiring Fund with an aggregate NAV equal to the aggregate NAV of such shareholder's shares of the Target Fund (less the amount of cash in lieu of fractional shares, if any, received immediately prior to the Reorganization); and (ii) cash to the shareholders of the Target Fund who do not hold shares of the Target Fund through accounts that are permitted to hold shares of the Acquiring Fund equal in value to the aggregate net asset value of the Target Fund shares held by such shareholders. The Target Fund will accept requests for redemptions only if received in proper form before the close of trading on the NYSE (usually 4:00 p.m. Eastern time or the time trading closes on the NYSE, whichever is earlier), on the day before the Closing Date. Any shares not redeemed before such time will be exchanged for Acquiring Fund Shares on the Closing Date; and, after such time, Target Fund shareholders wishing to sell their Acquiring Fund Shares must do so on an exchange using their brokerage account. The Target Fund will then terminate its existence, liquidate, and dissolve.
The obligations under the Plan are subject to various conditions, including, but not limited to: the Acquiring Fund's Registration Statement on Form N-14 under the Securities Act of 1933, of which this Prospectus/Information Statement is a part, shall have been filed with the SEC, such Registration Statement shall have become effective, no stop-order suspending the effectiveness thereof shall have been issued prior to the Closing Date or shall be in effect at the Closing, and no investigation or proceeding for the issuance of such an order shall be pending or threatened on that date; and the Target Fund, and the ETF Trust, on behalf of the Acquiring Fund, shall have received a tax opinion described further below, that the Reorganization is a "reorganization" within the meaning of Section 368(a) of the Code and generally is not expected to result in the recognition of gain or loss for federal income tax purposes for either Target Fund, the Acquiring Fund or their shareholders.
The Target Fund and the ETF Trust, on behalf of the Acquiring Fund, may terminate or abandon the Plan at any time before the Closing Date.
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Who will pay the expenses of the Reorganization?
The estimated cost of the Reorganization is expected to be approximately $450,000.00. The Advisor will bear all of the expenses relating to the Reorganization, except that the Target Fund will bear any transaction costs incurred by the Target Fund related to the disposition and acquisition of assets as part of a Reorganization, which are currently expected to be de minimis. This does not include estimated transaction costs resulting from expected redemption activity by Target Fund shareholders, which CSCM does not anticipate to be significant. The Advisor will bear the other costs of the Reorganization whether or not the Reorganization is consummated.
What are the capitalizations of the Funds and what might the Acquiring Fund's capitalization be after the Reorganization?
The following table sets forth as of November 30, 2025, the capitalizations of the Funds. The table also shows the pro forma capitalization of the Acquiring Fund as adjusted to give effect to the proposed Reorganization as of November 30, 2025. Class A, Class C, Class R and Class Z shares of the Target Fund will be consolidated into Class I shares (without a CDSC or other charge) prior to the Reorganization. Class F shares are not currently available for purchase. At the closing of the Reorganization, shareholders of the Target Fund will receive the Acquiring Fund Shares (less the amount of cash in lieu of fractional shares, if any, received immediately prior to the Reorganization) based on the relative NAVs per share of the Funds on the Closing Date.
| Target Fund | ||||||||||||||||||
| Class A** | Class C** | Class I** | Class F** | Class R** |
Class Z** |
Acquiring Fund*** |
Pro Forma Adjustment**** |
Pro Forma -
Acquiring Fund
Reorganization |
||||||||||
|
Net assets ($) |
15,977,611 | 4,916,077 | 102,520,728 | N/A | 290,992 | 73,003 | N/A | (9,875) | 123,768,536 | |||||||||
|
Total shares outstanding |
1,606,576 | 496,047 | 10,292,163 | N/A | 29,154 | 7,322 | N/A | (7,480,523) | 4,950,739 | |||||||||
|
Net asset value per share ($)* |
9.95 | 9.91 | 9.96 | N/A | 9.98 | 9.97 | N/A | N/A | 25.0000 | |||||||||
| * |
Per share amounts may not reconcile due to rounding of net assets and/or shares outstanding. |
| ** |
Holders of Class A, C, I, R and Z shares of the Target Fund will each receive shares of the Acquiring Fund upon closing of the Reorganization as contemplated in the Plan. Class F shares are currently not available for purchase. The Acquiring Fund does not offer multiple share classes. |
| *** |
The Acquiring Fund is a shell fund without any shares outstanding and, therefore, no estimated capitalization is available. |
| **** |
Pro Forma Adjustments reflect the conversion of shares and estimated payout associated with fractional shares. |
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FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION
The following is a general summary of some of the important U.S. federal income tax consequences of the Reorganization and is based upon the current provisions of the Code, existing U.S. Treasury Regulations thereunder, current administrative rulings of the IRS and published judicial decisions, all of which are subject to change, possibly with retroactive effect. These considerations are general in nature and individual shareholders should consult their own tax advisers as to the federal, state, local, and foreign tax considerations applicable to them and their individual circumstances. These same considerations generally do not apply to shareholders who hold their shares in a tax-advantaged account, such as an individual retirement account (IRA) or qualified retirement plan.
As a condition to closing of the Reorganization, the Target Fund, and the ETF Trust, on behalf of the Acquiring Fund, will receive an opinion of Ropes & Gray LLP to the effect that for federal income tax purposes:
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The Reorganization will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and each of the Target Fund and the Acquiring Fund will be a "party to a reorganization" within the meaning of Section 368(b) of the Code; |
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No gain or loss will be recognized by the Target Fund upon the transfer of all its assets to the Acquiring Fund solely in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of all the Liabilities of the Target Fund, or upon the distribution of the shares of the Acquiring Fund to the Target Fund shareholders; |
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The tax basis in the hands of the Acquiring Fund of each asset transferred from the Target Fund to the Acquiring Fund in the Reorganization will be the same as the tax basis of such asset in the hands of the Target Fund immediately prior to the transfer thereof; |
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The holding period in the hands of the Acquiring Fund of each asset transferred from the Target Fund to the Acquiring Fund in the Reorganization will include the Target Fund's holding period for such asset; |
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No gain or loss will be recognized by the Acquiring Fund upon its receipt of all the assets of the Target Fund solely in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of all the liabilities of the Target Fund as part of the Reorganization; |
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No gain or loss will be recognized by the Target Fund shareholders upon the exchange of their shares of the Target Fund for shares of the Acquiring Fund as part of the Reorganization (except with respect to cash received by such Target Fund shareholders in redemption of fractional shares prior to the Reorganization); |
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The aggregate tax basis of the shares of the Acquiring Fund each Target Fund shareholder receives in the Reorganization will be the same as the aggregate tax basis of the shares of the Target Fund exchanged therefor; |
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Each Target Fund shareholder's holding period for the shares of the Acquiring Fund received in the Reorganization will include the Target Fund shareholder's holding period for the shares of the Target Fund exchanged therefor, provided that the Target Fund shareholder held such shares of the Target Fund as capital assets on the date of the exchange; and |
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The Acquiring Fund will succeed to and take into account the items of the Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Regulations thereunder. |
The opinion will be based on the Plan, certain factual certifications made by officers of the Target Fund and the ETF Trust, as applicable, and such other items as Ropes & Gray LLP deems necessary to render the opinion and will also be based on customary assumptions.
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Neither Fund has requested or will request an advance ruling from the IRS as to the U.S. federal income tax consequences of the Reorganization. An opinion of counsel is not binding on the IRS or a court, and no assurance can be given that the IRS would not assert, or a court would not sustain, a contrary position. A copy of the opinion will be filed with the SEC and will be available for public inspection after the Closing Date of the Reorganization. See "INFORMATION ABOUT THE FUNDS." If the Reorganization were consummated but did not qualify as a tax-free reorganization, Target Fund shareholders would recognize a taxable gain or loss equal to the difference between their tax basis in their Target Fund shares and the fair market value of the shares of the Acquiring Fund received.
Shares of the Acquiring Fund are not issued in fractional shares. As a result, the Target Fund will redeem any fractional shares held by shareholders prior to the Reorganization. Such redemptions will be a taxable event for shareholders who hold fractional shares in a taxable account and may result in a capital gain or loss depending on the shareholder's cost basis in those shares. Shareholders should consult their tax advisors to determine the effect of the redemption of fractional shares.
Shares of the Acquiring Fund will be transferred to a shareholder's brokerage account. For Target Fund shareholders that hold Target Fund shares through accounts that are not permitted to hold the Acquiring Fund's shares, such Target Fund shares will be liquidated and proceeds sent to such Target Fund shareholders. Such liquidations will be a taxable event for shareholders who hold Target Fund shares in a taxable account and may result in a capital gain or loss depending on the shareholder's cost basis in those shares.
Assuming the Reorganization qualifies as a tax-free reorganization, as expected, the Acquiring Fund will succeed to the tax attributes of the Target Fund upon the closing of the Reorganization, including any capital loss carryovers that could have been used by the Target Fund to offset its future realized capital gains, if any, for federal income tax purposes. The Reorganization is not expected to independently result in limitations on the Acquiring Fund's ability to use any capital loss carryforwards of the Target Fund. However, the capital loss carryforwards may subsequently become subject to an annual limitation as a result of sales of Acquiring Fund shares or other reorganization transactions in which the Acquiring Fund might engage post-Reorganization.
State and Local Tax Considerations. Shareholders should consult their tax advisors about potential state and local tax considerations as a result of the Reorganization.
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INFORMATION ABOUT THE FUNDS
Information about the Target Fund and the Acquiring Fund is included in the Target Fund's and Acquiring Fund's Prospectus. The Prospectus of the Target Fund is incorporated by reference into and is considered a part of this Prospectus/Information Statement. Additional information about the Target Fund and the Acquiring Fund is included in its Statement of Additional Information. The SAI relating to this Prospectus/Information Statement is also considered part of this Prospectus/Information Statement and is incorporated by reference into this Prospectus/Information Statement. Information about the Target Fund is also included in the Target Fund's Form N-CSR filing for the fiscal year ended November 30, 2025.
You may request a free copy of each Fund's Prospectus and SAI, and the Target Fund's Form N-CSR and Form N-CSRS filings, the SAI relating to this Prospectus/Information Statement, and other information by calling or by writing to a Fund. The address of the Target Fund and the Acquiring Fund is 1166 Avenue of the Americas, 30th Fl., New York, NY 10036. The telephone number for the Target Fund is (800) 330-7348 and the telephone number for the Acquiring Fund is (866) 737-6370.
The Target Fund, and the ETF Trust, on behalf of the Acquiring Fund, file information materials, reports and other information with the SEC in accordance with the informational requirements of the Securities Exchange Act of 1934 and the 1940 Act. These materials can be viewed on the EDGAR database on the SEC's Internet site at http://www.sec.gov, and may be obtained, after paying a duplicating fee, by electronic request at the following email address: [email protected].
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FURTHER INFORMATION ABOUT THE FUNDS
The Target Fund, a Maryland Corporation, is governed by the Maryland General Corporation Law (the "MGCL") and the Target Fund's charter and bylaws. The ETF Trust, a Maryland statutory trust, is governed by the Maryland Statutory Trust Act (the "MSTA") and the declaration of trust and bylaws of the ETF Trust.
Under provisions of the MGCL applicable only to open-end management investment companies, the board of directors of the Target Fund has the power to approve charter amendments and extraordinary corporate actions such as fund reorganizations or dissolutions, without shareholder action, unless a vote of shareholders is required by the 1940 Act. As permitted by the MSTA, the declaration of trust provides comparable voting rights to shareholders of the ETF Trust. The governing documents of the Funds have substantially identical provisions on other governance matters. Accordingly, except as set forth below, there are no material differences in the rights of shareholders of the Target Fund and the ETF Trust under Maryland law and the governing documents of the Funds. The Declaration of Trust of the ETF Trust provides for certain procedures and requirements governing a shareholder's right to bring a derivative action, including that shareholders representing at least five percent of the voting power of the affected series of shares must join in bringing the derivative action. The right to bring a derivative action with respect to the Target Fund is governed by judicial precedent and there are no related provisions in the charter or bylaws of the Target Fund.
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PRINCIPAL HOLDERS OF SHARES
As of February 27, 2026, the officers and directors of the Target Fund, as a group, owned of record and beneficially less than 1% of the outstanding shares of the Target Fund's outstanding shares. As of February 27, 2026, the Acquiring Fund was not operational and, therefore, had no shareholders.
From time to time, the number of Fund shares held in "street name" accounts of various securities dealers for the benefit of their clients or in centralized securities depositories may exceed 5% of the total shares outstanding. To the knowledge of the Target Fund, no other persons owned (beneficially or of record) 5% or more of the outstanding shares of any class of the Target Fund as of February 27, 2026, except as listed in Exhibit D to this Prospectus/Information Statement. Upon completion of the Reorganization, it is expected that those persons disclosed in Exhibit D as owning 5% or more of the Target Fund's outstanding Class A, Class C, Class I, Class R, or Class Z shares may continue to own in excess of 5% of the then outstanding shares of the Acquiring Fund.
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EXHIBITS TO PROSPECTUS/INFORMATION STATEMENT
Exhibit
|
A |
Summary of Principal Risks |
|
|
B |
Fundamental and Non-Fundamental Investment Policies |
|
|
C |
Financial Highlights |
|
|
D |
Principal Holders of Securities of the Funds |
|
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EXHIBIT A
SUMMARY OF PRINCIPAL RISKS
Active Management Risk
As an actively managed portfolio, the value of the Fund's investments could decline because the financial condition of an issuer may change (due to such factors as management performance, reduced demand or overall market changes), financial markets may fluctuate or overall prices may decline, or the Advisor's or, if applicable, a Subadvisor's, investment techniques could fail to achieve the Fund's investment objective or negatively affect the Fund's investment performance.
Authorized Participant Concentration Risk
Only an Authorized Participant may engage in creation or redemption transactions directly with the Fund. The Fund has a limited number of institutions that may act as Authorized Participants, none of which are or will be obligated to engage in creation or redemption transactions. To the extent that these institutions exit the business or are unable or unwilling to proceed with creation and/or redemption orders with respect to the Fund and no other Authorized Participant is able or willing to step forward to create or redeem Creation Units, Fund shares may trade at a greater premium or discount between the market price and the NAV of the Fund's shares and/or wider bid/ask spreads than those experienced by other ETFs. Additionally, the Fund could possibly face trading halts and/or delisting from the Exchange. This risk is heightened in times of market stress, including at both the Fund share level and at the Fund holdings level.
Below Investment Grade Securities Risk
Below investment grade securities, or equivalent unrated securities, generally involve greater volatility of price and risk of loss of income and principal, and may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. It is reasonable to expect that any adverse economic condition could disrupt the market for below investment grade securities, have an adverse impact on the value of those securities and adversely affect the ability of the issuers of those securities to repay principal and interest on those securities.
Clean Energy Risk
Many clean energy companies are involved in the development and commercialization of new technologies, which may be subject to delays resulting from budget constraints, technological difficulties, or public and regulatory opposition. Clean energy companies may be highly dependent upon government subsidies, contracts with government entities, and the successful development of new and proprietary technologies. In addition, seasonal weather conditions, fluctuations in the supply of and demand for clean energy products, changes in energy prices, and international political events may cause fluctuations in the performance of clean energy companies and the prices of their securities.
Common Stock Risk
Common stocks are subject to special risks. Although common stocks have historically generated higher average returns than fixed-income securities over the long-term, common stocks also have experienced significantly more volatility in returns. Common stocks may be more susceptible to adverse changes in market value due to issuer specific events or general movements in the equities markets. A drop in the stock market may depress the price of common stocks held by the Fund. Common stock prices fluctuate for many reasons, including changes to investors' perceptions of the financial condition of an issuer or the general condition of the relevant stock market, or the occurrence of political or economic events affecting issuers. For example, an adverse event, such as an unfavorable earnings report, may depress the value of common stock in which the Fund has invested; the price of common stock of an issuer may be particularly sensitive to general movements in the stock market; or a drop in the stock market may depress the price of most or all of the common stocks held by the Fund. Also, common stock of an issuer in the Fund's portfolio may decline
34
in price if the issuer fails to make anticipated dividend payments because, among other reasons, the issuer of the security experiences a decline in its financial condition. The common stocks in which the Fund will invest are typically subordinated to preferred securities, bonds and other debt instruments in a company's capital structure in terms of priority to corporate income and assets, and, therefore, will be subject to greater risk than the preferred securities or debt instruments of such issuers. In addition, common stock prices may be sensitive to rising interest rates as the costs of capital rise and borrowing costs increase.
Convertible Securities Risk
Although to a lesser extent than with non-convertible fixed-income securities, the market value of convertible securities tends to decline as interest rates increase and, conversely, tends to increase as interest rates decline. In addition, because of the conversion feature, the market value of convertible securities tends to vary with fluctuations in the market value of the underlying common stock. A unique feature of convertible securities is that as the market price of the underlying common stock declines, convertible securities tend to trade increasingly on a yield basis, and so may not experience market value declines to the same extent as the underlying common stock. When the market price of the underlying common stock increases, the prices of the convertible securities tend to rise as a reflection of the value of the underlying common stock. While no securities investments are without risk, investments in convertible securities generally entail less risk than investments in common stock of the same issuer.
Cyber Security Risk
With the increased use of technologies such as the Internet and AI Technologies, and the dependence on computer systems to perform necessary business functions, the Fund and its service providers (including the Advisor and Subadvisors (defined below)), and their own service providers, may be susceptible to operational and information security risks resulting from cyber-attacks and/or other technological malfunctions. In general, cyber-attacks are deliberate, but unintentional events may have similar effects. Cyber-attacks include, among others, stealing or corrupting data maintained online or digitally, preventing legitimate users from accessing information or services on a website or company system, misappropriating or releasing confidential information without authorization (including personal data), gaining unauthorized access to digital systems for purposes of misappropriating assets and causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service. New ways to carry out cyber-attacks continue to develop. There may be an increased risk of cyber-attacks during periods of geopolitical or military conflict, and geopolitical tensions may increase the scale and sophistication of deliberate cyber security attacks, particularly those from nation-states or from entities with nation-state backing. Successful cyber-attacks against, or security breakdowns of, the Fund, the Advisor, a Subadvisor, or a custodian, transfer agent, or other affiliated or third-party service provider may adversely affect the Fund or its shareholders.
Each of the Fund, the Advisor and the Subadvisors may have limited ability to detect, prevent or mitigate cyber-attacks or security or technology breakdowns affecting the Fund's third-party service providers. While the Fund has established business continuity plans and systems designed to detect, prevent or reduce the impact of cyber-attacks, such plans and systems are subject to inherent limitations.
Derivatives and Hedging Transactions Risk
Many of the risks applicable to trading the underlying asset are also applicable to derivatives trading. However, there are a number of additional risks associated with derivatives trading. Transactions in certain derivatives are subject to clearance on a U.S. national exchange and to regulatory oversight, while other derivatives are subject to risks of trading in the OTC markets or on non-U.S. exchanges.
Additional risks associated with derivatives trading include:
| |
Counterparty Risk. Because derivative transactions in which the Fund may engage may involve instruments that are not traded on an exchange but are instead traded between counterparties based on contractual relationships, the Fund is subject to enhanced risk that a counterparty will not perform its obligations under the related contracts. Although the Fund intends to enter into transactions only with counterparties which the |
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|
Advisor and, if applicable, the Subadvisors, believe to be creditworthy, there can be no assurance that a counterparty will not default and that the Fund will not sustain a loss on a transaction as a result. This risk will be heightened to the extent the Fund enters into derivative transactions with a single counterparty (or affiliated counterparties that are part of the same organization), causing the Fund to have significant exposure to such counterparty. |
Some types of cleared derivatives are required to be (or are capable of being) executed on an exchange or on a swap execution facility. A swap execution facility is a trading platform where multiple market participants can execute derivatives by accepting bids and offers made by multiple other participants in the platform. While trading on a swap execution facility can increase transparency and liquidity in the cleared derivatives market, trading on a swap execution facility can create additional costs and risks for the Fund.
For centrally cleared derivatives, such as cleared swaps, futures and many options, the primary credit/counterparty risk is the creditworthiness of the Fund's clearing broker and the central clearing house itself. In the event of the counterparty's bankruptcy or insolvency, the Fund's collateral may be subject to the conflicting claims of the counterparty's creditors, and the Fund may be exposed to the risk of a court treating the Fund as a general unsecured creditor of the counterparty, rather than as the owner of the collateral.
The Fund is subject to the risk that the counterparties to its derivatives transactions and the issuers of the instruments in which it invests and trades may default on their obligations under those instruments, and that certain events may occur that have an immediate and significant adverse effect on the value of those instruments. There can be no assurance that a counterparty to the Fund's derivative transactions or an issuer of an instrument in which the Fund invests will not default, or that an event that has an immediate and significant adverse effect on the value of an instrument will not occur, and that the Fund will not sustain a loss on a transaction as a result.
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Liquidity Risk. Derivative instruments, especially when traded in large amounts, may not be liquid in all circumstances, so that in volatile markets the Fund may not be able to close out a position without incurring a loss. In addition, daily limits on price fluctuations and speculative position limits on exchanges on which the Fund may conduct its transactions in derivative instruments may prevent profitable liquidation of positions, subjecting the Fund to the potential of greater losses. |
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Financial Leverage Risk. Trading in derivative instruments can result in large amounts of financial leverage. Thus, the leverage offered by trading in derivative instruments will magnify the gains and losses experienced by the Fund and could cause the value of the Fund's net assets to be subject to wider fluctuations than would be the case if the Fund did not use the leverage feature of derivative instruments. |
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Over-the-Counter Trading Risk. Derivative instruments, such as swap agreements, that may be entered into by the Fund may include instruments not traded on an exchange. The risk of nonperformance by the counterparty to an instrument may be greater than, and the ease with which the Fund can dispose of or enter into closing transactions with respect to an instrument may be less than, the risk associated with an exchange traded instrument. In addition, significant disparities may exist between "bid" and "ask" prices for derivative instruments that are not traded on an exchange. Derivative instruments not traded on exchanges also are not subject to the same type of government regulation as exchange traded instruments, and many of the protections afforded to participants in a regulated environment may not be available in connection with the transactions. |
| |
Tracking Risk. The value of the derivatives that the Fund uses to gain exposure to an underlying instrument, such as a commodity, may not correlate to the values of the underlying instrument. When used for hedging purposes, an imperfect or variable degree of correlation between price or rate movements of the derivative instrument and the underlying investment sought to be hedged may prevent the Fund from achieving the intended hedging effect or expose the Fund to risk of loss. |
Rule 18f-4 under the 1940 Act requires that, among other things, the Fund limit its use of derivatives to maintain its status as a "limited derivatives user." If the Fund were not able to maintain such status, it would be required to apply a
36
value-at-risk based limit to its use of derivative instruments and financing transactions, comply with other requirements, and adopt and implement a derivatives risk management program. Rule 18f-4 may curtail the Fund's ability to use derivative instruments as part of the Fund's investment strategy.
Energy Sector Risks
Because the Fund will invest at least 80% of its net assets in Energy and Energy-Related Companies, the Fund will be subject to more risks related to the energy sector than if the Fund were more broadly diversified over numerous sectors of the economy. A downturn in the energy sector of the economy could have a larger impact on the Fund than on an investment company that does not concentrate in the sector. At times, the performance of securities of companies in the sector has lagged the performance of other sectors or the broader market as a whole. Recent uncertainty in the energy markets has had an adverse effect on energy-related securities, and it is unclear when these markets may stabilize. In addition, there are several specific risks associated with investments in the energy sector, including the following:
| |
Risks of Counterparty Financial Distress. Issues in the energy sector may directly affect the Fund's MLP investments. In addition, the Fund's MLP investments are themselves exposed to the fortunes of the energy companies with which they do business. For example, energy companies suffering financial distress may be able to abrogate contracts with MLPs, decreasing or eliminating sources of revenue. |
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Commodity Price Risk. Energy and Energy-Related Companies operating in the energy sector may be affected by fluctuations in the prices of energy commodities, including, for example, natural gas, natural gas liquids, crude oil and coal, in the short- and long-term. Fluctuations in energy commodity prices would impact directly companies that own such energy commodities and could impact indirectly companies that engage in transportation, storage, processing, distribution or marketing of such energy commodities. Fluctuations in energy commodity prices can result from changes in general economic conditions or political circumstances (especially of key energy producing and consuming countries); market conditions; weather patterns; domestic production levels; volume of imports; energy conservation; domestic and foreign governmental regulation; any changes in policy caused by a change in the U.S. presidential administration; international politics; policies of the Organization of the Petroleum Exporting Countries ("OPEC"); taxation; tariffs; and the availability and costs of local, intrastate and interstate transportation methods. The energy sector as a whole may also be impacted by the perception that the performance of energy sector companies is directly linked to commodity prices. High commodity prices may drive further energy conservation efforts, and a slowing economy may adversely impact energy consumption, which may adversely affect the performance of MLPs and other companies operating in the energy sector. |
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Depletion Risk. Energy and Energy-Related Companies engaged in the exploration, development, management or production of energy commodities face the risk that commodity reserves are depleted over time. Such companies seek to increase their reserves through expansion of their current businesses, acquisitions, further development of their existing sources of energy commodities, exploration of new sources of energy commodities or by entering into long-term contracts for additional reserves; however, there are risks associated with each of these potential strategies. If such companies fail to acquire additional reserves in a cost-effective manner and at a rate at least equal to the rate at which their existing reserves decline, their financial performance may suffer. Additionally, failure to replenish reserves could reduce the amount and affect the tax characterization of the distributions paid by such companies. |
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Supply and Demand Risk. Energy and Energy-Related Companies operating in the energy sector could be adversely affected by increases or decreases in the supply of or demand for energy commodities. The volume of production of energy commodities and the volume of energy commodities available for transportation, storage, processing or distribution could be affected by a variety of factors, including depletion of resources; depressed commodity prices; catastrophic events; labor relations; increased environmental or other governmental regulation; equipment malfunctions and maintenance difficulties; import volumes; international politics, policies of OPEC; and increased competition from alternative energy sources. Alternatively, an excess supply of energy commodities could depress energy commodities' prices and indirectly have an adverse effect on the Fund. In addition, a decline in demand for energy commodities could negatively impact the energy sector; shortages may occur as a result from factors such as adverse economic conditions (especially in key energy-consuming countries); increased taxation; increased environmental or other governmental |
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regulation; increased fuel economy; increased energy conservation or use of alternative energy sources; legislation intended to promote the use of alternative energy sources; or increased commodity prices. |
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Regulatory Risk. The energy sector is highly regulated. Energy and Energy-Related Companies operating in the energy sector are subject to significant regulation of nearly every aspect of their operations by federal, state and local governmental agencies. Such regulation can change over time in both scope and intensity. For example, a particular input or by-product may be declared hazardous by a regulatory agency and unexpectedly increase production costs. Various governmental authorities have the power to enforce compliance with these regulations and the permits issued under them, and violators are subject to administrative, civil and criminal penalties, including civil fines, injunctions or both. Stricter laws, regulations or enforcement policies could be enacted in the future which would likely increase compliance costs and may adversely affect the financial performance of MLPs. Specifically, the operations of wells, gathering systems, pipelines, refineries and other facilities are subject to stringent and complex federal, state and local environmental laws and regulations. These include, for example: |
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the federal Clean Air Act and comparable state laws and regulations that impose obligations related to air emissions; |
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the federal Clean Water Act and comparable state laws and regulations that impose obligations related to discharges of pollutants into regulated bodies of water; |
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the federal Resource Conservation and Recovery Act ("RCRA") and comparable state laws and regulations that impose requirements for the handling and disposal of waste from facilities; and |
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the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), also known as "Superfund," and comparable state laws and regulations that regulate the cleanup of hazardous substances that may have been released at properties currently or previously owned or operated by MLPs or at locations to which they have sent waste for disposal. |
Failure to comply with these laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, the imposition of remedial requirements, and the issuance of orders enjoining future operations. Certain environmental statutes, including RCRA, CERCLA, the federal Oil Pollution Act and analogous state laws and regulations, impose strict, joint and several liability for costs required to clean up and restore sites where hazardous substances have been disposed of or otherwise released. Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances or other waste products into the environment.
There is an inherent risk that Energy and Energy-Related Companies operating in the energy sector may incur environmental costs and liabilities due to the nature of their businesses and the substances they handle. For example, an accidental release from wells or gathering pipelines could subject them to substantial liabilities for environmental cleanup and restoration costs, claims made by neighboring landowners and other third parties for personal injury and property damage, and fines or penalties for related violations of environmental laws or regulations. Moreover, the possibility exists that stricter laws, regulations or enforcement policies could significantly increase the compliance costs of Energy and Energy-Related Companies operating in the energy sector, and the cost of any remediation that may become necessary. Energy and Energy-Related Companies operating in the energy sector may not be able to recover these costs from insurance.
Voluntary initiatives and mandatory controls have been adopted or are being discussed both in the United States and worldwide to reduce emissions of "greenhouse gases" such as carbon dioxide, a by-product of burning fossil fuels, and methane, the major constituent of natural gas, which many scientists and policymakers believe contribute to global climate change. These measures and future measures could result in increased costs to certain companies in which the Fund may invest to operate and maintain facilities and administer and manage a greenhouse gas emissions program and may reduce demand for fuels that generate greenhouse gases and that are managed or produced by companies in which the Fund may invest.
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In the wake of a Supreme Court decision holding that the EPA has some legal authority to deal with climate change under the Clean Air Act, the EPA and the Department of Transportation jointly wrote regulations to cut gasoline use and control greenhouse gas emissions from cars and trucks. These measures, and other programs addressing greenhouse gas emissions, could reduce demand for energy or raise prices, which may adversely affect the total return of certain of the Fund's investments.
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Acquisition Risk. MLPs may depend on their ability to make acquisitions that increase adjusted operating surplus per unit in order to increase distributions to unit holders. The ability of MLPs to make future acquisitions is dependent on their ability to identify suitable targets, negotiate favorable purchase contracts, obtain acceptable financing and outbid competing potential acquirers. To the extent that MLPs are unable to make future acquisitions, or such future acquisitions fail to increase the adjusted operating surplus per unit, their growth and ability to make distributions to investors will be limited. There are risks inherent in any acquisition, including erroneous assumptions regarding revenues, acquisition expenses, operating expenses, cost savings and synergies; assumption of liabilities; indemnification; customer losses; key employee defections; distraction from other business operations; and unanticipated difficulties in operating or integrating new product areas and geographic regions. Other companies operating in the energy sector may be subject to similar risks. |
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Weather Risks. Weather plays a role in the seasonality of some MLPs' cash flows. MLPs in the propane industry, for example, rely on the winter season to generate almost all of their earnings. In an unusually warm winter season, propane MLPs experience decreased demand for their product. Although most MLPs can reasonably predict seasonal weather demand based on normal weather patterns, extreme weather conditions, such as the hurricanes that severely damaged cities along the U.S. Gulf Coast in recent years, demonstrate that no amount of preparation can protect an MLP from the unpredictability of the weather or possible climate change. The damage done by extreme weather also may serve to increase many MLPs' insurance premiums and could adversely affect such companies' financial condition and ability to pay distributions to shareholders. Other companies operating in the energy sector may be subject to similar risks. |
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Catastrophic Event Risk. Energy and Energy-Related Companies operating in the energy sector are subject to many dangers inherent in the production, exploration, management, transportation, processing and distribution of natural gas, natural gas liquids, crude oil, refined petroleum and petroleum products and other hydrocarbons. These dangers include leaks, fires, explosions, damage to facilities and equipment resulting from natural disasters, inadvertent damage to facilities and equipment and terrorist acts. Since the September 11th terrorist attacks, the U.S. government has issued warnings that energy assets, specifically U.S. pipeline infrastructure, may be targeted in future terrorist attacks. These dangers give rise to risks of substantial losses as a result of loss or destruction of commodity reserves; damage to or destruction of property, facilities and equipment; pollution and environmental damage; and personal injury or loss of life. Any occurrence of such catastrophic events could bring about a limitation, suspension or discontinuation of the operations of Energy and Energy-Related Companies operating in the energy sector. Energy and Energy-Related Companies operating in the energy sector may not be fully insured against all risks inherent in their business operations and therefore accidents and catastrophic events could adversely affect such companies' financial condition and ability to pay distributions to shareholders. |
Exchange-Traded Notes (ETNs) Risk
The value of an ETN may be influenced by, among other things, time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying markets, changes in the applicable interest rates, the performance of the reference instrument, changes in the issuer's credit rating and economic, legal, political or geographic events that affect the reference instrument. An ETN that is tied to a reference instrument may not replicate the performance of the reference instrument. ETNs also incur certain expenses not incurred by their applicable reference instrument. Some ETNs can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a fair price. Levered ETNs are subject to the same risk as other instruments that use leverage in any form. While leverage allows for greater potential return, the potential for loss is also greater (including the likelihood of greater volatility of the Fund's NAV).
Because the return on the ETN is dependent on the issuer's ability or willingness to meet its obligations, the value of the ETN may change due to factors impacting the issuer (such as changes in the issuer's credit rating) even if there are
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no changes in the underlying reference instrument. The market value of ETN shares may differ from the value of the reference instrument. This difference in price may be due to the fact that the supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand in the market for the assets underlying the reference instrument that the ETN seeks to track.
There may be restrictions on the Fund's right to redeem its investment in an ETN, which are generally meant to be held until maturity. The Fund's decision to sell its ETN holdings may be limited by the availability of a secondary market. An investor in an ETN could lose some or all of the amount invested.
Foreign (Non-U.S.) Securities and Emerging Markets Risk
Investing in foreign securities involves certain risks not involved in domestic investments, including, but not limited to:
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foreign economic, financial, political and social developments, such as, international wars or conflicts, instability in regions such as Asia, Eastern Europe and the Middle East, terrorism, natural disasters and public health emergencies (including epidemics and pandemics); |
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different legal systems; |
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the possible imposition of exchange controls or other foreign governmental laws or restrictions; |
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less governmental supervision; |
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regulation changes; |
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less publicly available information about foreign companies due to less rigorous disclosure and accounting standards or regulatory practices; |
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high and volatile rates of inflation; |
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foreign currency devaluation; |
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fluctuating interest rates; and |
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different accounting, auditing and financial record-keeping standards and requirements. |
Investments in foreign securities, especially in emerging market countries, will expose the Fund to the direct or indirect consequences of political, social or economic changes in the countries that issue the securities or in which the issuers are located. Political developments in foreign countries or the United States may at times subject such countries to sanctions from the U.S. government, foreign governments and/or international institutions that could negatively affect the Fund's investments in issuers located in, doing business in or with assets in such countries. Certain countries in which the Fund may invest, especially emerging market countries, have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate fluctuations, large amounts of external debt, balance of payments and trade difficulties and extreme poverty and unemployment. Many of these countries are also characterized by political uncertainty and instability. The cost of servicing external debt will generally be adversely affected by rising international interest rates because many external debt obligations bear interest at rates which are adjusted based upon international interest rates. In addition, with respect to certain foreign countries, there is a risk of:
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the possibility of expropriation of assets; |
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confiscatory taxation; |
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difficulty in obtaining or enforcing a court judgment; |
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economic, political or social instability; and |
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diplomatic developments that could affect investments in those countries. |
In addition, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as:
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growth of gross domestic product; |
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rates of inflation; |
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capital reinvestment; |
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resources; |
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self-sufficiency; and |
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balance of payments position. |
To the extent the Fund's investments are focused in a geographic region or country, the Fund will be subject, to a greater extent than if the Fund's assets were less geographically focused, to the risks of adverse changes in that region or country. In addition, certain investments in foreign securities also may be subject to foreign withholding or other taxes, which would reduce the Fund's return on those securities.
Securities of companies in emerging markets may be more volatile than those of companies in more developed markets. Emerging market countries generally have less developed markets and economies and, in some countries, less mature governments and governmental institutions. Investing in securities of companies in emerging markets may entail special risks relating to potential economic, political or social instability and the risks of expropriation, nationalization, confiscation, trade sanctions or embargoes or the imposition of restrictions on foreign investment, the lack of hedging instruments, and repatriation of capital invested. The securities and real estate markets of some emerging market countries have in the past sometimes experienced substantial market disruptions and, accordingly, may do so in the future. The Public Company Accounting Oversight Board, which regulates auditors of U.S. public companies, is unable to inspect audit work papers in certain foreign countries. Investors in foreign countries often have limited rights and few practical remedies to pursue shareholder claims, including class actions or fraud claims, and the ability of the SEC, the U.S. Department of Justice and other authorities to bring and enforce actions against foreign issuers or foreign persons is limited. The economies of many emerging market countries may be heavily dependent on international trade and, accordingly, have been, and may continue to be, adversely affected by trade barriers, foreign exchange controls and other protectionist measures imposed or negotiated by the countries with which they wish to trade. These economies also have been and may continue to be adversely affected by economic conditions of their international trading partners (including the United States). The reduction of foreign investment in the local economies or general declines in the international securities markets could have a significant adverse effect upon the securities markets of certain emerging market countries. In addition, the relatively high level of indebtedness of many emerging market countries and dependence on foreign borrowing also adds to the level of macroeconomic risk.
Certain non-U.S. companies in which the Fund invests may constitute "passive foreign investment companies." See "Additional Information-Tax Considerations" in this Prospectus and "Taxation" in the SAI. This may subject the Fund to U.S. federal tax and interest charges, or may cause the Fund to recognize taxable income without a corresponding receipt of cash. The Fund may be required to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirements for qualification as a RIC.
The Fund may hold foreign securities of developed market issuers and emerging market issuers. Investing in securities of companies in emerging markets may entail special risks relating to potential political and economic instability and the risks of expropriation, nationalization, confiscation or the imposition of restrictions on foreign investment, the lack of hedging instruments, and on repatriation of capital invested. Emerging securities markets are substantially smaller, less developed, less liquid and more volatile than the major securities markets. The limited size of emerging securities markets and limited trading value compared to the volume of trading in U.S. securities could cause prices to be erratic
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for reasons apart from factors that affect the quality of the securities. For example, limited market size may cause prices to be unduly influenced by traders who control large positions. Adverse publicity and investors' perceptions, whether or not based on fundamental analysis, may decrease the value and liquidity of portfolio securities, especially in these markets. Many emerging market countries have experienced substantial, and in some periods extremely high, rates of inflation for many years. Inflation and rapid fluctuations in inflation rates and corresponding currency devaluations have had and may continue to have negative effects on the economies and securities markets of certain emerging market countries.
As a result of these potential risks, the Advisor or a Subadvisor may determine that, notwithstanding otherwise favorable investment criteria, it may not be practicable or appropriate to invest in a particular country. The Fund may invest in countries in which foreign investors, including the Advisor or a Subadvisor, have had no or limited prior experience.
Fund Shares Liquidity Risk
Although the Fund's shares are listed on the Exchange, there can be no assurance that an active, liquid or otherwise orderly trading market for shares will be established or maintained by market makers or Authorized Participants, particularly in times of stressed market conditions. There is no guarantee that the Fund will be able to attract market makers and Authorized Participants. There is no obligation for market makers to make a market in the Fund's shares or for Authorized Participants to submit purchase or redemption orders for creation units. Accordingly, if such parties determine not to perform their respective functions, this could, such as during times of market stress, in turn, lead to variances between the market price of the Fund's shares and the underlying value of those shares and bid/ask spreads could widen. Trading in Fund shares on the Exchange also may be disrupted or even halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Fund shares inadvisable. In addition, trading in Fund shares on the Exchange may be subject to trading halts caused by extraordinary market volatility pursuant to the Exchange "circuit breaker" rules. There also can be no assurance that the requirements of the Exchange necessary to maintain the listing of the Fund's shares will continue to be met or will remain unchanged.
Industry Specific Risks
Entities operating in the energy sector are also subject to risks that are specific to the industry within that sector they serve. These sectors include pipelines, gathering and processing, midstream, exploration and production, propane, coal and marine shipping.
Interest Rate Risk to Energy and Energy-Related Companies Risk
Rising interest rates could increase the costs of capital thereby increasing operating costs and reducing the ability of Energy and Energy-Related Companies to carry out acquisitions or expansions in a cost-effective manner. As a result, rising interest rates could negatively affect the financial performance of Energy and Energy-Related Companies. Rising interest rates may also impact the price of the securities of Energy and Energy-Related Companies as the yields on alternative investments increase.
Investment Risk
An investment in the Fund is subject to investment risk, including the possible loss of the entire principal amount that you invest.
Large Shareholder Risk
Certain shareholders, including other funds advised by the Advisor or, if applicable, a Subadvisor, may from time to time own a large amount of the Fund's shares. In addition, a third-party investor, the Advisor, a Subadvisor or an affiliate of the Advisor or Subadvisor, an authorized participant, a lead market maker, seed investor or another entity may invest in the Fund and hold its investment solely to facilitate commencement of the Fund or to facilitate the Fund's achieving a specified size or scale. Any such investment may be held for a limited length of time. There can be no assurance that any large shareholder would not redeem its investment, that the size of the Fund would be maintained at such levels or
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that the Fund would continue to meet applicable listing requirements. Redemptions by large shareholders could have a significant negative impact on the Fund, including on the Fund's liquidity. In addition, transactions by large shareholders may account for a significant percentage of the trading volume on the Exchange and may, therefore, have a material upward or downward effect on the market price of the Fund's shares. The effects of taxable income and/or gains resulting from large shareholder transactions would particularly impact non-redeeming shareholders who do not hold their Fund shares in an IRA, 401(k) plan or other tax-advantaged plan. To the extent that such transactions result in short-term capital gains, such gains will generally be taxed at the ordinary income tax rate for shareholders who hold Fund shares in a taxable account.
Liquidity Risk
Liquidity risk is the risk that particular investments of the Fund may become difficult to sell or purchase. Although the equity securities, including those of the MLPs, in which the Fund invests generally trade on major stock exchanges, certain securities may trade less frequently, particularly those of MLPs and other issuers with smaller capitalizations. Securities with limited trading volumes may display volatile or erratic price movements. The market for certain investments may become less liquid or illiquid due to adverse changes in the conditions of a particular issuer or due to adverse market or economic conditions. Also, the Fund may be one of the largest investors in certain sub-sectors of the energy or natural resource sectors. Thus, it may be more difficult for the Fund to buy and sell significant amounts of such securities without an unfavorable impact on prevailing market prices. Larger purchases or sales of these securities by the Fund in a short period of time may cause abnormal movements in the market price of these securities. As a result, these securities may be difficult to dispose of at a fair price at the times when the Advisor believes it is desirable to do so.
Market Disruption and Geopolitical Risk
Geopolitical events, such as war (including ongoing conflicts in Ukraine and the Middle East, including the Iranian conflict that began in February 2026, and recent political and military developments in Venezuela), terrorist attacks, natural or environmental disasters (including hurricanes, wildfires and flooding), country instability, public health emergencies (including epidemics and pandemics), market instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers and other governmental trade or market control programs, the potential exit of a country from its respective union and related geopolitical events, have led and may in the future lead to market volatility and may have long-lasting impacts on U.S. and global economies and financial markets. Supply chain disruptions or significant changes in the supply or prices of commodities or other economic inputs may have material and unexpected effects on both global securities markets and individual countries, regions, sectors, companies or industries. Events occurring in one region of the world may negatively impact industries and regions that are not otherwise directly impacted by the events. Additionally, those events, as well as other changes in foreign and domestic political and economic conditions, could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, secondary trading, credit ratings, inflation, investor sentiment and other factors affecting the value of the Fund's investments.
Russia's military invasion of Ukraine significantly amplified already existing geopolitical tensions. The United States and many other countries have instituted various economic sanctions against Russia, Russian individuals and entities and Belarus. The extent and duration of the military action, sanctions imposed and other punitive actions taken (including any Russian retaliatory responses to such sanctions and actions), and resulting disruptions in Europe and globally cannot be predicted, but could be significant and have a severe adverse effect on the global economy, securities markets and commodities markets globally, including through global supply chain disruptions, increased inflationary pressures and reduced economic activity.
Ongoing conflicts in the Middle East could have similar negative impacts. The possibility of a prolonged conflict and the potential expansion of the conflict in the surrounding areas and the involvement of other nations in such conflict could further destabilize the Middle East region and introduce new uncertainties in global markets, including the oil and natural gas markets.
Systemic risk events in the financial sectors and/or resulting government actions can negatively impact investments held by the Fund. For example, issues with certain regional U.S. banks and other financial institutions in March 2023 raised economic concerns over disruption in the U.S. banking system. These risks also may adversely affect financial
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intermediaries, such as clearing agencies, clearing houses, banks, securities firms, and exchanges, with which the Fund interacts. There can be no certainty that any actions taken by the U.S. government to strengthen public confidence in the U.S. banking system or financial markets will be effective in mitigating the effects of financial institution failures on the economy and restoring or maintaining public confidence. In addition, raising the U.S. Government debt ceiling has become increasingly politicized. Any failure to increase the total amount that the U.S. Government is authorized to borrow could lead to a default on U.S. Government obligations. A default or a threat of default by the U.S. Government would be highly disruptive to the U.S. and global securities markets and could significantly reduce the value of the Fund's investments.
The strengthening or weakening of the U.S. dollar relative to other currencies may, among other things, adversely affect the Fund's investments denominated in non-U.S. dollar currencies. It is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have, and the duration of those effects.
The rapid development and increasingly widespread use and regulation of AI Technologies may pose risks to the Fund. For instance, the rapid advanced development of AI Technologies and efforts to regulate or control its use and advancement may have significant positive or negative impacts on a wide range of different industries and the global economy. It is not possible to predict which companies, sectors, or economies may benefit or be disadvantaged by such developments, or is it possible to determine the full extent of current or future risks related thereto.
Some political leaders around the world (including in the U.S. and certain European nations) have been and may be elected on protectionist platforms, raising questions about the future of global free trade. Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect the financial performance of the Fund and its investments.
Market Price Relative to NAV Risk
Shares of the Fund may trade at prices that vary from Fund NAV. Shares of the Fund are listed for trading on the Exchange and are bought and sold in the secondary market at market prices that may differ, in some cases significantly, from their NAV. The NAV of the Fund will generally fluctuate with changes in the market value of the Fund's holdings. The market prices of shares, however, will generally fluctuate in response to changes in NAV, as well as the relative supply of, and demand for, Fund shares on the Exchange. Fund shares may trade at a greater premium or discount between the market price and the NAV of the Fund's shares and/or wider bid/ask spreads than those experienced by other ETFs. The Advisor cannot predict whether Fund shares will trade below, at or above their NAV. Price differences may result because of, among other factors, supply and demand forces in the secondary trading market for Fund shares. It is expected that these forces generally will be closely related to, but not identical to, the same forces influencing the prices of the Fund's holdings. In this regard, if a shareholder purchases Fund shares at a time when the market price is at a premium to the NAV or sells shares at a time when the market price is at a discount to the NAV, the shareholder may sustain losses. Different investment strategies or techniques, including those intended to be defensive in nature, including, for example, stop loss orders to sell an ETF's shares in the secondary market during negative market events or conditions, such as a "flash crash" or other market disruptions, may not work as intended and may produce significant losses to investors. Investors should consult their financial intermediary prior to using any such investment strategies or techniques, or before investing in the Fund.
Market Risk
Your investment in Fund shares represents an indirect investment in the securities owned by the Fund. The value of these securities, like other investments, may move up or down, sometimes rapidly and unpredictably. Your Fund shares at any point in time may be worth less than what you invested, even after taking into account any reinvestment of Fund dividends and distributions.
Market Volatility Risk
The Fund's strategy of focusing its investments in Energy and Energy-Related Companies means that the performance of the Fund will be closely tied to the performance of the energy infrastructure industry. Recent market volatility in the
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energy markets has significantly affected the performance of the energy infrastructure industry, as well as the performance of the Energy and Energy-Related companies in which the Fund invests. In addition, volatility in the energy markets may affect the ability of Energy and Energy-Related Companies to finance capital expenditures and new acquisitions and to maintain or increase distributions to investors due to a lack of access to capital.
Master Limited Partnership Risk
An investment in MLP units involves some risks that differ from an investment in the common stock of a corporation. Holders of MLP units have limited control on matters affecting the partnership. Investing in MLPs involves certain risks related to investing in the underlying assets of the MLPs and risks associated with pooled investment vehicles. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. MLPs that concentrate in a particular industry or industry sector (for example, the energy sector) or a particular geographic region are subject to risks associated with such industry, sector or region. The benefit derived from the Fund's investment in MLPs is largely dependent on the MLPs being treated as partnerships for federal income tax purposes.
Natural Resources Risk
The Fund's investments in securities of natural resource companies involve risks. The market value of securities of natural resource companies may be affected by numerous factors, including events occurring in nature, inflationary pressures and international politics. Because the Fund invests significantly in natural resource companies, there is the risk that the Fund will perform poorly during a downturn in the natural resource sector. For example, events occurring in nature (such as earthquakes or fires in prime natural resource areas) and political events (such as coups, military confrontations or acts of terrorism or sanctions) can affect the overall supply of a natural resource and the value of companies involved in such natural resource. Political risks and the other risks to which foreign securities are subject may also affect domestic natural resource companies if they have significant operations or investments in foreign countries. In particular Russia's military invasion of Ukraine has increased the volatility of many natural resources investments. Rising interest rates and general economic conditions may also affect the demand for natural resources.
New Fund Risk
The Fund is a newly formed ETF. Accordingly, investors in the Fund bear the risk that the Fund may not be successful, which could result in the Fund being liquidated at any time without shareholder approval and/or at a time that may not be favorable to shareholders. Such liquidation could have negative tax consequences for shareholders.
Non-Diversification Risk
As a "non-diversified" investment company, the Fund can invest in fewer individual companies than a diversified investment company. As a result, the Fund is more susceptible to any single political, regulatory or economic occurrence and to the financial condition of individual issuers in which it invests. The Fund's relative lack of diversity may subject investors to greater risk of loss than a fund that has a diversified portfolio.
Options Risk
There are various risks associated with the Fund's use of options. When the Fund writes a covered call option, the Fund forgoes, during the life of the option, the opportunity to profit from increases in the market value of the underlying security or securities held by the Fund with respect to which the option was written above the sum of the premium and the exercise price. For index options, this will depend, in part, on the extent of correlation of the performance of the Fund's portfolio securities with the performance of the relevant index. Writing covered call options will generally limit the Fund's ability to benefit from the full appreciation potential of its stock investments underlying the options, and the Fund retains the risk of loss (less premiums received) if the value of the underlying stock investment declines. This combination of potentially limited appreciation and full depreciation over time may lead to erosion in the value of the Fund's portfolio, and the Fund's performance may be lower than it otherwise would have been if it did not write covered call options.
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Writing naked calls is riskier than writing covered calls because there is no underlying security held by the Fund that can act as either a full or a partial hedge. Naked calls have speculative characteristics and the potential for loss is unlimited. When a naked call is exercised, the Fund must purchase the underlying security to meet its call obligation. There is also a risk, especially with less liquid preferred and debt securities, that the securities may not be available for purchase. If the purchase price exceeds the exercise price of an exercised naked call, the Fund will lose the difference minus any premium received (for writing the call option).
Put option writing exposes the Fund to the risk that it may be required to purchase the underlying security for an exercise price higher than its then-current market price, resulting in a loss on exercise equal to the amount by which the market price of the security is below the exercise price minus the premium received.
The Fund's ability to use options as part of its investment program depends on the liquidity of the markets in those instruments. In addition, there can be no assurance that a liquid market will exist when the Fund seeks to close out an option position. If the Fund were unable to close out an option that it had purchased on a security, it would have to exercise the option in order to realize any profit or the option may expire worthless.
There are significant differences between the securities and options markets that could result in an imperfect correlation between these markets. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events. In the case of index options, the Advisor will attempt to maintain for the Fund written call option positions on equity indexes whose price movements, taken in the aggregate, are closely correlated with the price movements of securities held in the Fund's stock portfolio. However, this strategy involves significant risk that the changes in value of the indexes underlying the Fund's written call option positions will not correlate closely with changes in the market value of the corresponding securities held by the Fund. To the extent that there is a lack of correlation, movements in the indexes underlying the options positions may result in net losses to the Fund (including at times when the market values of securities held by the Fund are declining) that exceed option premiums received and any increase in value of the Fund's corresponding portfolio securities.
When the Fund writes listed or exchange-traded options, a liquid secondary market may not exist on an exchange when the Fund seeks to close out an option position. The value of options written by the Fund may be adversely affected if the market for the option is reduced or becomes illiquid. If trading were discontinued, the secondary market on that exchange (or in that class or series of options) would cease to exist.
The Fund may write unlisted OTC options, particularly with respect to foreign securities and indexes. OTC options differ from listed or exchange-traded options in that they are two-party contracts, with price and other terms negotiated between buyer and seller, and generally do not have as much market liquidity as exchange-traded options. In addition, the Fund's ability to terminate OTC options may be more limited than with exchange-traded options. In the event of default or insolvency of the counterparty, the Fund may be unable to liquidate an OTC option position.
Other Investment Companies Risk
To the extent the Fund invests a portion of its assets in investment companies, including open-end funds, closed-end funds, ETFs and other types of pooled investment funds, those assets will be subject to the risks of the purchased investment funds' portfolio securities, and a shareholder in the Fund will bear not only his or her proportionate share of the Fund's expenses, but also indirectly the expenses of the purchased investment funds. Shareholders would therefore be subject to duplicative expenses to the extent the Fund invests in other investment funds. Risks associated with investments in closed-end funds also generally include market risk, leverage risk, risk of market price discount from NAV, risk of anti-takeover provisions, risk of a premature liquidity event initiated by activist shareholders and non-diversification risk. In addition, restrictions under the 1940 Act may limit the Fund's ability to invest in other investment companies to the extent desired. The Fund may invest in exchange-traded derivative products that are not registered under the 1940 Act.
46
Rule 12d1-4 under the 1940 Act and other applicable rules under Section 12(d)(1) permit an investment company to invest in other investment companies beyond the statutory limits, subject to certain conditions. Reliance on these conditions could affect the Fund's ability to redeem its investments in other investment companies, make such investments less attractive, cause the Fund to incur losses, realize taxable gains distributable to shareholders, incur greater or unexpected expenses or experience other adverse consequences.
In addition, investments in other investment companies may be subject to the following risks:
| |
Manager Risk. The Fund's investments in other funds are subject to the ability of the managers of those funds to achieve the funds' investment objectives. |
| |
ETF Risk. An ETF that is based on a specific index, whether securities, commodities or a combination of the two, may not be able to replicate and maintain exactly the composition and relative weighting of securities in the index. An ETF also incurs certain expenses not incurred by its applicable index. The market value of an ETF share may differ from its NAV; the share may trade at a premium or discount to its NAV, which may be due to, among other things, differences in the supply and demand in the market for the share and the supply and demand in the market for the underlying assets of the ETF. In addition, certain securities that are part of the index tracked by an ETF may, at times, be unavailable, which may impede the ETF's ability to track its index. An ETF that utilizes leverage can, at times, be relatively illiquid, which can affect whether its share price approximates NAV. As a result of using leverage, an ETF is subject to the risk of failure in the futures and options markets it uses to obtain leverage and the risk that a counterparty will default on its obligations, which can result in a loss to the Fund |
Preferred Securities Risk
There are various risks associated with investing in preferred securities. These risks include deferral and omission of distributions; credit risk; subordination to bonds and other debt securities in a company's capital structure; interest rate risk; prepayment and extension risk; call, reinvestment and income risk; liquidity risk; limited voting rights; special redemption rights and regulatory risk.
| |
Deferral and Omission Risk. Preferred securities may include provisions that permit the issuer, at its discretion, to defer or omit distributions for a stated period without any adverse consequences to the issuer. In certain cases, deferring or omitting distributions may be mandatory. If the Fund owns a preferred security that is deferring its distributions, the Fund may be required to report income for tax purposes although it has not yet received such income. In addition, recent changes in bank regulations may increase the likelihood for issuers to defer or omit distributions. |
| |
Credit and Subordination Risk. Credit risk is the risk that a preferred security in the Fund's portfolio will decline in price or the issuer of the security will fail to make dividend, interest or principal payments when due because the issuer experiences a decline in its financial status. Preferred securities are generally subordinated to bonds and other debt instruments in a company's capital structure in terms of having priority to corporate income, claims to corporate assets and liquidation payments, and therefore will be subject to greater credit risk than more senior debt instruments. |
| |
Interest Rate Risk. Interest rate risk is the risk that preferred securities will decline in value because of changes in market interest rates. When market interest rates rise, the market value of such securities generally will fall, and therefore the Fund may underperform during periods of rising interest rates. Interest rates may change frequently and drastically as a result of various factors, including unexpected shifts in the domestic or global economy (or expectations that domestic or global economic policies will change). Preferred securities with longer periods before maturity may be more sensitive to interest rate changes. |
| |
Prepayment and Extension Risk. Prepayment risk is the risk that changes in interest rates, credit spreads or other factors will result in the call (repayment) of a preferred security more quickly than expected, such that the Fund may have to invest the proceeds in lower yielding securities, or that expectations of such early call will negatively impact the market price of the security. Extension risk is the risk that changes in the interest rates or credit spreads may result in diminishing call expectations, which can cause prices to fall. |
47
| |
Call, Reinvestment and Income Risk. During periods of declining interest rates, an issuer may be able to exercise an option to redeem its issue at par earlier than scheduled which is generally known as call risk. Recent regulatory changes may increase call risk with respect to certain types of preferred securities. If this occurs, the Fund may be forced to reinvest in lower yielding securities. This is known as reinvestment risk. Preferred securities frequently have call features that allow the issuer to repurchase the security prior to its stated maturity. An issuer may redeem preferred securities if the issuer can refinance the preferred securities at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer, or in the event of regulatory changes affecting the capital treatment of a security. Another risk associated with a declining interest rate environment is that the income from the Fund's portfolio may decline over time when the Fund invests the proceeds from new share sales at market rates that are below the portfolio's current earnings rate. |
| |
Liquidity Risk. Certain preferred securities may be substantially less liquid than many other securities, such as common stocks or U.S. government securities. Illiquid securities involve the risk that the securities will not be able to be sold at the time desired by the Fund or at prices approximating the value at which the Fund is carrying the securities on its books. During periods of high volatility, the Fund may experience increased redemptions, requiring it to liquidate securities when it is difficult to do so. |
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Limited Voting Rights Risk. Generally, traditional preferred securities offer no voting rights with respect to the issuer unless preferred dividends have been in arrears for a specified number of periods, at which time the preferred security holders may elect a number of directors to the issuer's board of directors. Generally, once all the arrearages have been paid, the preferred security holders no longer have voting rights. Hybrid-preferred security holders generally have no voting rights. |
| |
Special Redemption Rights. In certain varying circumstances, an issuer of preferred securities may redeem the securities prior to a specified date. For instance, for certain types of preferred securities, a redemption may be triggered by a change in U.S. federal income tax or securities laws. As with call provisions, a redemption by the issuer may have a negative impact on the return of the security held by the Fund. See "Preferred Securities Risk-Call, Reinvestment and Income Risk" above and "Regulatory Risk" below. |
| |
New Types of Securities. From time to time, preferred securities, including hybrid-preferred securities, have been, and may in the future be, offered having features other than those described herein. The Fund reserves the right to invest in these securities if the Advisor or, if applicable, a Subadvisor believes that doing so would be consistent with the Fund's investment objective and policies. Since the market for these instruments would be new, the Fund may have difficulty disposing of them at a suitable price and time. In addition to limited liquidity, these instruments may present other risks, such as high price volatility. |
Regulatory Risk
Legal and regulatory developments may adversely affect the Fund. The regulatory environment for the Fund is evolving, and changes in the regulation of investment funds and other financial institutions or products (such as banking or insurance products), and their trading activities and capital markets, or a regulator's disagreement with the Fund's interpretation of the application of certain regulations, may adversely affect the ability of the Fund to pursue its investment strategy, its ability to obtain leverage and financing, and the value of investments held by the Fund. The U.S. government has proposed and adopted multiple regulations that could have a long-lasting impact on the Fund and on the fund industry in general. These regulations or any laws and regulations that may be adopted in the future may restrict the Fund's ability to engage in transactions or raise additional capital and/or increase overall expenses of the Fund.
Additional legislative or regulatory actions may alter or impair certain market participants' ability to utilize certain investment strategies and techniques.
The Fund and the instruments in which it invests may be subject to new or additional regulatory constraints in the future. These regulations and actions may adversely affect both the Fund and the instruments in which the Fund invests and its ability to execute its investment strategy. For example, climate change regulation (such as decarbonization legislation, other mandatory controls to reduce emissions of greenhouse gases, or related disclosure requirements) could significantly affect the Fund or its investments by, among other things, increasing compliance costs or underlying
48
companies' operating costs and capital expenditures. Similarly, regulatory developments in other countries may have an unpredictable and adverse impact on the Fund.
Renewable Companies Risk
Renewable companies may be subject to a variety of factors that may adversely affect their business or operations, including costs and losses associated with environmental and other regulations and enforcement policies or changes thereto, obsolescence of its existing offerings, the effects of economic slowdown, short production cycles, increased competition from other providers of services, the effects of energy conservation policies and other factors.
Because many renewable companies may be concentrated in a particular industry or industry sector (for example, the energy sector), they are subject to risks associated with such industry or sector. Renewable energy companies may be more volatile than companies operating in more established industries. Renewable energy companies and other companies operating in the renewable energy group of industries are subject to specific risks, including, among others: fluctuations in commodity prices and/or interest rates; the success of research or exploration projects, changes in governmental or environmental regulation; reduced availability of renewable energy sources or other commodities for transporting, processing, storing or delivering resources; slowdowns in new construction; seasonal weather conditions, extreme weather or other natural disasters; and threats of attack by terrorists on certain clean energy assets. Additionally, the industry also can be significantly affected by the supply of and demand for specific products or services, including the supply of and demand and price of traditional energy sources (e.g., oil and gas).
Restricted and Illiquid Securities Risk
The Fund may invest in investments that may be illiquid (i.e., securities that may be difficult to sell at a desirable time or price). Such securities may include MLPs and related companies and non-MLPs and related companies. Illiquid securities are securities that are not readily marketable and may include some restricted securities, which are securities that may not be resold to the public without an effective registration statement under the Securities Act of 1933 or, if they are unregistered, may be sold only in a privately negotiated transaction or pursuant to an exemption from registration. Illiquid investments involve the risk that the securities will not be able to be sold at the time desired by the Fund or at prices approximating the value at which the Fund is carrying the securities on its books. Restricted securities and illiquid securities are often more difficult to value and the sale of such securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of liquid securities trading on national securities exchanges or in the OTC markets. Contractual restrictions on the resale of securities result from negotiations between the issuer and purchaser of such securities and therefore vary substantially in length and scope. To dispose of a restricted security that the Fund has a contractual right to sell, the Fund may first be required to cause the security to be registered. A considerable period may elapse between a decision to sell the securities and the time when the Fund would be permitted to sell, during which time the Fund would bear market risks.
49
Secondary Market Trading Risk
Investors buying or selling Fund shares will pay brokerage commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of Fund shares. In addition, secondary market investors will also incur the cost of the difference between the price that an investor is willing to pay for Fund shares (the bid price) and the price at which an investor is willing to sell Fund shares (the ask price). This difference in bid and ask prices is often referred to as the "spread" or "bid/ask spread." The bid/ask spread varies over time for Fund shares based on trading volume and market liquidity, and is generally lower if the Fund's shares have more trading volume and market liquidity and higher if the Fund's shares have little trading volume and market liquidity. Further, increased market volatility may cause widening of bid/ask spreads.
Tax Risk
The Fund intends to qualify each year as a RIC for U.S. federal income tax purposes under Subchapter M of the Code. For any year in which the Fund so qualifies, it will not be subject to U.S. federal income tax on income or gain that it timely distributes to shareholders as dividends. In order to qualify as a RIC, the Fund must meet, among other things, certain asset diversification requirements at the close of each quarter of its taxable year. The treatment of certain of the Fund's investments for purposes of this test may be unclear, and it is possible that the IRS or a court could recharacterize one or more such investments in a manner bearing adversely on the Fund's ability to meet this requirement.
In order to qualify as a RIC, the Fund must also derive at least 90% of its gross income for each taxable year from sources treated as "qualifying income" under the Code. Certain of the Fund's investments may not give rise to qualifying income. If the Fund were to treat income or gain from a particular investment as qualifying income and the income or gain were later determined not to constitute qualifying income and, together with any other nonqualifying income, caused the Fund's nonqualifying income to exceed 10% of its gross income in any taxable year, the Fund would not satisfy the 90% gross income test.
If the Fund were to fail to meet the diversification or income test described above, the Fund could in some cases cure such failure, including by paying a Fund-level tax or disposing of certain assets. If the Fund were ineligible to or otherwise did not cure such failure for any year, the Fund would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits would generally be taxable to Fund shareholders as ordinary income. Changes in tax laws or regulations, or future interpretations of such laws or regulations, could adversely affect the Fund.
For more information about U.S. federal income tax consequences of an investment in the Fund, see "Additional Information-Tax Considerations."
Utilities Sector Risk
Companies in the utilities sector are subject to a variety of factors that may adversely affect their business or operations, including high interest costs associated with capital construction and improvement programs; difficulty in raising adequate capital in periods of high inflation and unsettled capital markets; governmental regulation of rates the issuer can charge to customers; costs associated with compliance with environmental and other regulations; effects of economic slowdowns and surplus capacity; the potential impact of natural disasters, terrorist attacks on the utility industry and its customers; increased competition; potential losses resulting from changes in regulations; and liabilities for environmental damage and general civil liabilities.
50
EXHIBIT B
FUNDAMENTAL AND NON-FUNDAMENTAL INVESTMENT POLICIES
The following restrictions have been adopted as fundamental policies by each of the Funds, as specified below. Under the 1940 Act, a fundamental policy may not be changed without the vote of a majority of the outstanding voting securities of a Fund, as defined under the 1940 Act to mean the lesser of (1) 67% or more of the shares present at a meeting of shareholders of a Fund, if the holders of more than 50% of the outstanding shares of that Fund are present or represented by proxy, or (2) more than 50% of the outstanding shares of a Fund.
Fundamental Investment Policies
Borrowing
The Fund may not borrow money, or pledge its assets, except that the Fund may borrow money from banks for temporary or emergency purposes, including the meeting of redemption requests which might require the untimely disposition of securities.
Borrowing in the aggregate may not exceed 15%, and borrowing for purposes other than meeting redemptions may not exceed 5%, of the value of the Fund's total assets (including the amount borrowed) less liabilities (not including the amount borrowed) at the time the borrowing is made. Outstanding borrowings in excess of 5% of the value of the Fund's total assets will be repaid before any subsequent investments are made.
Senior Securities
The Fund may not issue any senior securities, except that collateral arrangements with respect to transactions such as forward contracts, futures contracts, short sales or options, including deposits of initial and variation margin, shall not be considered to be the issuance of a senior security for purposes of this restriction.
Underwriting
The Fund may not act as an underwriter of securities issued by other persons, except insofar as the Fund may be deemed an underwriter in connection with the disposition of securities.
Real Estate
The Fund may not purchase or sell real estate or mortgages on real estate, except that the Fund may invest in securities of companies that deal in real estate or are engaged in the real estate business, including REITs, and securities secured by real estate or interests therein and the Fund may hold and sell real estate or mortgages acquired on real estate acquired through default, liquidation, or other distributions of an interest in real estate as a result of the Fund's ownership of such securities.
Commodities and Commodity Futures Contracts
For purposes of the investment restrictions below, at the time of the establishment of the restriction, swap contracts on financial instruments or rates were not within the understanding of the terms "commodities" or "commodity futures contracts," and notwithstanding any federal legislation or regulatory action by the CFTC that subjects such swaps to regulation by the CFTC, the Funds will not consider such instruments to be commodities or commodity futures contracts for purposes of the below restrictions.
The Fund may purchase and sell commodities or commodity contracts, including futures contracts, to the maximum extent permitted by applicable law.
51
Lending
The Fund may not make loans to other persons except through the lending of securities held by it (but not to exceed a value of one-third of total assets), through the use of repurchase agreements, and by the purchase of debt securities, all in accordance with its investment policies.
Concentration
For purposes of determining compliance with the investment restrictions below, the Advisor uses a customized set of industry sectors for classifying securities based on classifications developed by third party providers. The set of industry sectors used by the Advisor with respect to a particular Fund may change over time and without notice to investors, and in certain cases, may differ from the set of industry sectors used by the Advisor with respect to other Funds. In addition, to the extent that any Fund listed below invests in securities of other open- or closed-end investment companies, including ETFs, that Fund will consider the investments of those underlying open- and closed-end investment companies, to the extent known by the Fund, in determining whether the Fund is concentrated in a particular industry.
The Fund may not invest more than 25% of its total assets in securities of issuers in any one industry except that the Fund will, under normal circumstances, invest more than 25% of its assets in the energy industry and may invest to an unlimited degree in securities issued or guaranteed by the U.S. government or by its agencies or instrumentalities.
Non-Fundamental Investment Policies
The following investment restrictions have been adopted as non-fundamental policies by each of the Funds, as specified below. They may be changed at any time by vote of a majority of the Board.
Other Investment Companies
The Fund may not acquire or retain securities of any investment company, except that the Fund may (a) acquire securities of investment companies up to the limits permitted by Section 12(d)(1) of the 1940 Act, and (b) acquire securities of any investment company as part of a merger, consolidation or similar transaction.
Short Sales
The Fund may not make short sales whereby the dollar amount of short sales at any one time would exceed 25% of the net assets of the Fund.
52
EXHIBIT C
FINANCIAL HIGHLIGHTS
The financial highlights tables are intended to help you understand the financial performance of the Fund's Class A, C, I, R and Z shares, each for the fiscal years shown below. Because Class F shares are currently not available for purchase and have therefore not commenced investment operations, financial highlights are not yet available for this share class. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). These financial highlights have been derived from financial statements audited by PricewaterhouseCoopers LLP, whose report, along with the Fund's audited financial statements, is included in the Fund's current annual report, which is available free of charge upon request or by visiting www.cohenandsteers.com.
The following tables include selected data for a share outstanding throughout each year and other performance information derived from the financial statements. They should be read in conjunction with the financial statements and notes thereto.
As of the date of this combined Prospectus/Information Statement, the Acquiring Fund has not commenced operations. Therefore, the Acquiring Fund does not have financial highlight information.
| Class A | ||||||||||||||||||||
| For the Year Ended November 30, | ||||||||||||||||||||
| Per Share Operating Data: | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
|
Net asset value, beginning of year |
$9.33 | $8.33 | $8.34 | $6.58 | $4.91 | |||||||||||||||
|
Income (loss) from investment operations: |
||||||||||||||||||||
|
Net investment income (loss)(a) |
0.10 | 0.14 | 0.12 | 0.09 | 0.06 | |||||||||||||||
|
Net realized and unrealized gain (loss) |
0.97 | 1.47 | 0.16 | 1.93 | 1.85 | |||||||||||||||
|
Total from investment operations |
1.07 | 1.61 | 0.28 | 2.02 | 1.91 | |||||||||||||||
|
Less dividends and distributions to shareholders from: |
||||||||||||||||||||
|
Net investment income |
(0.09 | ) | (0.61 | ) | (0.29 | ) | (0.13 | ) | (0.08 | ) | ||||||||||
|
Tax return of capital |
(0.36 | ) | - | - | (0.13 | ) | (0.16 | ) | ||||||||||||
|
Total dividends and distributions to shareholders |
(0.45 | ) | (0.61 | ) | (0.29 | ) | (0.26 | ) | (0.24 | ) | ||||||||||
|
Net increase (decrease) in net asset value |
0.62 | 1.00 | (0.01 | ) | 1.76 | 1.67 | ||||||||||||||
|
Net asset value, end of year |
$9.95 | $9.33 | $8.33 | $8.34 | $6.58 | |||||||||||||||
|
Total return(b)(c) |
12.18 | % | 20.18 | % | 3.68 | % | 31.26 | % | 39.44 | % | ||||||||||
|
Ratios/Supplemental Data: |
||||||||||||||||||||
|
Net assets, end of year (in millions) |
$16.0 | $21.7 | $14.1 | $17.7 | $12.7 | |||||||||||||||
|
Ratios to average daily net assets: |
||||||||||||||||||||
|
Expenses (before expense reduction) |
1.56 | % | 1.65 | % | 1.51 | % | 1.55 | % | 1.68 | % | ||||||||||
|
Expenses (net of expense reduction) |
1.25 | % | 1.25 | % | 1.25 | % | 1.25 | % | 1.25 | % | ||||||||||
|
Net investment income (loss) (before expense reduction) |
0.90 | % | 1.17 | % | 1.28 | % | 0.86 | % | 0.51 | % | ||||||||||
|
Net investment income (loss) (net of expense reduction) |
1.21 | % | 1.57 | % | 1.54 | % | 1.16 | % | 0.94 | % | ||||||||||
|
Portfolio turnover rate |
115 | % | 220 | % | 74 | % | 58 | % | 94 | % | ||||||||||
| (a) |
Calculation based on average shares outstanding. |
| (b) |
Return assumes the reinvestment of all dividends and distributions at net asset value. |
| (c) |
Does not reflect sales charges, which would reduce return. |
53
FINANCIAL HIGHLIGHTS-(Continued)
| Class C | ||||||||||||||||||||
| For the Year Ended November 30, | ||||||||||||||||||||
| Per Share Operating Data: | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
|
Net asset value, beginning of year |
$9.30 | $8.31 | $8.31 | $6.56 | $4.89 | |||||||||||||||
|
Income (loss) from investment operations: |
||||||||||||||||||||
|
Net investment income (loss)(a) |
0.05 | 0.09 | 0.07 | 0.04 | 0.02 | |||||||||||||||
|
Net realized and unrealized gain (loss) |
0.95 | 1.46 | 0.17 | 1.91 | 1.85 | |||||||||||||||
|
Total from investment operations |
1.00 | 1.55 | 0.24 | 1.95 | 1.87 | |||||||||||||||
|
Less dividends and distributions to shareholders from: |
||||||||||||||||||||
|
Net investment income |
(0.03 | ) | (0.56 | ) | (0.24 | ) | (0.07 | ) | (0.04 | ) | ||||||||||
|
Tax return of capital |
(0.36 | ) | - | - | (0.13 | ) | (0.16 | ) | ||||||||||||
|
Total dividends and distributions to shareholders |
(0.39 | ) | (0.56 | ) | (0.24 | ) | (0.20 | ) | (0.20 | ) | ||||||||||
|
Net increase (decrease) in net asset value |
0.61 | 0.99 | - | 1.75 | 1.67 | |||||||||||||||
|
Net asset value, end of year |
$9.91 | $9.30 | $8.31 | $8.31 | $6.56 | |||||||||||||||
|
Total return(b)(c) |
11.39 | % | 19.35 | % | 3.09 | % | 30.26 | % | 38.69 | % | ||||||||||
|
Ratios/Supplemental Data: |
||||||||||||||||||||
|
Net assets, end of year (in millions) |
$4.9 | $5.6 | $4.8 | $6.0 | $5.8 | |||||||||||||||
|
Ratios to average daily net assets: |
||||||||||||||||||||
|
Expenses (before expense reduction) |
2.21 | % | 2.30 | % | 2.16 | % | 2.20 | % | 2.33 | % | ||||||||||
|
Expenses (net of expense reduction) |
1.90 | % | 1.90 | % | 1.90 | % | 1.90 | % | 1.90 | % | ||||||||||
|
Net investment income (loss) (before expense reduction) |
0.23 | % | 0.69 | % | 0.62 | % | 0.20 | % | (0.12 | )% | ||||||||||
|
Net investment income (loss) (net of expense reduction) |
0.54 | % | 1.09 | % | 0.88 | % | 0.50 | % | 0.31 | % | ||||||||||
|
Portfolio turnover rate |
115 | % | 220 | % | 74 | % | 58 | % | 94 | % | ||||||||||
| (a) |
Calculation based on average shares outstanding. |
| (b) |
Return assumes the reinvestment of all dividends and distributions at net asset value. |
| (c) |
Does not reflect sales charges, which would reduce return. |
54
FINANCIAL HIGHLIGHTS-(Continued)
| Class I | ||||||||||||||||||||
| For the Year Ended November 30, | ||||||||||||||||||||
| Per Share Operating Data: | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
|
Net asset value, beginning of year |
$ | 9.34 | $ | 8.34 | $ | 8.35 | $ | 6.59 | $ | 4.92 | ||||||||||
|
Income (loss) from investment operations: |
||||||||||||||||||||
|
Net investment income (loss)(a) |
0.13 | 0.18 | 0.15 | 0.12 | 0.08 | |||||||||||||||
|
Net realized and unrealized gain (loss) |
0.97 | 1.46 | 0.16 | 1.92 | 1.85 | |||||||||||||||
|
Total from investment operations |
1.10 | 1.64 | 0.31 | 2.04 | 1.93 | |||||||||||||||
|
Less dividends and distributions to shareholders from: |
||||||||||||||||||||
|
Net investment income |
(0.12 | ) | (0.64 | ) | (0.32 | ) | (0.15 | ) | (0.10 | ) | ||||||||||
|
Tax return of capital |
(0.36 | ) | - | - | (0.13 | ) | (0.16 | ) | ||||||||||||
|
Total dividends and distributions to shareholders |
(0.48 | ) | (0.64 | ) | (0.32 | ) | (0.28 | ) | (0.26 | ) | ||||||||||
|
Net increase (decrease) in net asset value |
0.62 | 1.00 | (0.01 | ) | 1.76 | 1.67 | ||||||||||||||
|
Net asset value, end of year |
$ | 9.96 | $ | 9.34 | $ | 8.34 | $ | 8.35 | $ | 6.59 | ||||||||||
|
Total return(b) |
12.56 | % | 20.60 | % | 4.04 | % | 31.66 | % | 39.81 | % | ||||||||||
|
Ratios/Supplemental Data: |
||||||||||||||||||||
|
Net assets, end of year (in millions) |
$ | 102.5 | $ | 96.7 | $ | 95.0 | $ | 119.9 | $ | 83.8 | ||||||||||
|
Ratios to average daily net assets: |
||||||||||||||||||||
|
Expenses (before expense reduction) |
1.28 | % | 1.37 | % | 1.24 | % | 1.28 | % | 1.40 | % | ||||||||||
|
Expenses (net of expense reduction) |
0.90 | % | 0.90 | % | 0.90 | % | 0.90 | % | 0.90 | % | ||||||||||
|
Net investment income (loss) (before expense reduction) |
1.15 | % | 1.66 | % | 1.53 | % | 1.14 | % | 0.77 | % | ||||||||||
|
Net investment income (loss) (net of expense reduction) |
1.53 | % | 2.13 | % | 1.87 | % | 1.52 | % | 1.27 | % | ||||||||||
|
Portfolio turnover rate |
115 | % | 220 | % | 74 | % | 58 | % | 94 | % | ||||||||||
| (a) |
Calculation based on average shares outstanding. |
| (b) |
Return assumes the reinvestment of all dividends and distributions at net asset value. |
55
FINANCIAL HIGHLIGHTS-(Continued)
| Class R | ||||||||||||||||||||
| For the Year Ended November 30, | ||||||||||||||||||||
| Per Share Operating Data: | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
|
Net asset value, beginning of year |
$ 9.36 | $ 8.36 | $ 8.36 | $ 6.60 | $ 4.92 | |||||||||||||||
|
Income (loss) from investment operations: |
||||||||||||||||||||
|
Net investment income (loss)(a) |
0.09 | 0.14 | 0.11 | 0.08 | 0.05 | |||||||||||||||
|
Net realized and unrealized gain (loss) |
0.97 | 1.46 | 0.17 | 1.92 | 1.86 | |||||||||||||||
|
Total from investment operations |
1.06 | 1.60 | 0.28 | 2.00 | 1.91 | |||||||||||||||
|
Less dividends and distributions to shareholders from: |
||||||||||||||||||||
|
Net investment income |
(0.08 | ) | (0.60 | ) | (0.28 | ) | (0.11 | ) | (0.07 | ) | ||||||||||
|
Tax return of capital |
(0.36 | ) | - | - | (0.13 | ) | (0.16 | ) | ||||||||||||
|
Total dividends and distributions to shareholders |
(0.44 | ) | (0.60 | ) | (0.28 | ) | (0.24 | ) | (0.23 | ) | ||||||||||
|
Net increase (decrease) in net asset value |
0.62 | 1.00 | - | 1.76 | 1.68 | |||||||||||||||
|
Net asset value, end of year |
$ 9.98 | $ 9.36 | $ 8.36 | $ 8.36 | $ 6.60 | |||||||||||||||
|
Total return(b) |
11.98 | % | 19.92 | % | 3.62 | % | 30.94 | % | 39.33 | % | ||||||||||
|
Ratios/Supplemental Data: |
||||||||||||||||||||
|
Net assets, end of year (in 000s) |
$291.0 | $258.9 | $287.0 | $300.5 | $204.4 | |||||||||||||||
|
Ratios to average daily net assets: |
||||||||||||||||||||
|
Expenses (before expense reduction) |
1.71 | % | 1.80 | % | 1.65 | % | 1.70 | % | 1.83 | % | ||||||||||
|
Expenses (net of expense reduction) |
1.40 | % | 1.40 | % | 1.40 | % | 1.40 | % | 1.40 | % | ||||||||||
|
Net investment income (loss) (before expense reduction) |
0.74 | % | 1.23 | % | 1.13 | % | 0.70 | % | 0.36 | % | ||||||||||
|
Net investment income (loss) (net of expense reduction) |
1.05 | % | 1.63 | % | 1.38 | % | 1.00 | % | 0.79 | % | ||||||||||
|
Portfolio turnover rate |
115 | % | 220 | % | 74 | % | 58 | % | 94 | % | ||||||||||
| (a) |
Calculation based on average shares outstanding. |
| (b) |
Return assumes the reinvestment of all dividends and distributions at net asset value. |
56
FINANCIAL HIGHLIGHTS-(Continued)
| Class Z | ||||||||||||||||||||
| For the Year Ended November 30, | ||||||||||||||||||||
| Per Share Operating Data: | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
|
Net asset value, beginning of year |
$ | 9.35 | $ | 8.35 | $ | 8.36 | $ | 6.60 | $ | 4.92 | ||||||||||
|
Income (loss) from investment operations: |
||||||||||||||||||||
|
Net investment income (loss)(a) |
0.14 | 0.19 | 0.15 | 0.06 | 0.07 | |||||||||||||||
|
Net realized and unrealized gain (loss) |
0.96 | 1.45 | 0.16 | 1.98 | 1.87 | |||||||||||||||
|
Total from investment operations |
1.10 | 1.64 | 0.31 | 2.04 | 1.94 | |||||||||||||||
|
Less dividends and distributions to shareholders from: |
||||||||||||||||||||
|
Net investment income |
(0.12 | ) | (0.64 | ) | (0.32 | ) | (0.15 | ) | (0.10 | ) | ||||||||||
|
Tax return of capital |
(0.36 | ) | - | - | (0.13 | ) | (0.16 | ) | ||||||||||||
|
Total dividends and distributions to shareholders |
(0.48 | ) | (0.64 | ) | (0.32 | ) | (0.28 | ) | (0.26 | ) | ||||||||||
|
Net increase (decrease) in net asset value |
0.62 | 1.00 | (0.01 | ) | 1.76 | 1.68 | ||||||||||||||
|
Net asset value, end of year |
$ | 9.97 | $ | 9.35 | $ | 8.35 | $ | 8.36 | $ | 6.60 | ||||||||||
|
Total return(b) |
12.54 | % | 20.59 | % | 4.04 | % | 31.62 | % | 40.02 | % | ||||||||||
|
Ratios/Supplemental Data: |
||||||||||||||||||||
|
Net assets, end of year (in 000s) |
$ | 73.0 | $ | 31.4 | $ | 45.3 | $ | 59.0 | $ | 719.5 | ||||||||||
|
Ratios to average daily net assets: |
||||||||||||||||||||
|
Expenses (before expense reduction) |
1.21 | % | 1.30 | % | 1.16 | % | 1.20 | % | 1.33 | % | ||||||||||
|
Expenses (net of expense reduction) |
0.90 | % | 0.90 | % | 0.90 | % | 0.90 | % | 0.90 | % | ||||||||||
|
Net investment income (loss) (before expense reduction) |
1.33 | % | 1.75 | % | 1.62 | % | 0.57 | % | 0.73 | % | ||||||||||
|
Net investment income (loss) (net of expense reduction) |
1.64 | % | 2.15 | % | 1.88 | % | 0.87 | % | 1.16 | % | ||||||||||
|
Portfolio turnover rate |
115 | % | 220 | % | 74 | % | 58 | % | 94 | % | ||||||||||
| (a) |
Calculation based on average shares outstanding. |
| (b) |
Return assumes the reinvestment of all dividends and distributions at net asset value. |
57
EXHIBIT D
PRINCIPAL HOLDERS OF SECURITIES
A principal shareholder is any person who owns (either of record or beneficially) 5% or more of any class of outstanding shares of a Fund. A person who beneficially owns, either directly or indirectly, more than 25% of the voting securities of a Fund or acknowledges the existence of such control may be presumed to control the Fund. A control person could potentially control the outcome of any proposal submitted to the shareholders for approval, including changes to a Fund's fundamental policies or terms of the investment advisory agreement with the Advisor. Certain of the investors below are believed to hold the indicated shares as nominee.
As of February 27, 2026, the following principal holders owned 5% or more of a Class of shares of the Target Fund. Such ownership may be beneficially held by individuals or entities other than the owner listed.
| Shareholder Name and Address | Class |
Percentage of Class (%) |
||
|
Morgan Stanley Smith Barney For the Exclusive Benefit of its Customers |
A | 23.73% | ||
| 1 New York Plaza | C | 20.01% | ||
|
Floor 12 New York, NY 10004-1965 |
I | 22.19% | ||
| Charles Schwab & Co., Inc. | A | 26.11% | ||
|
Reinvest Account Attn: Mutual Funds 211 Main Street San Francisco, CA 94105-1901 |
I | 14.27% | ||
| Merrill Lynch | A | 7.21% | ||
|
For the Exclusive Benefit of Our Customers 4800 Deer Lake Drive East |
C | 23.55% | ||
| Jacksonville, FL 32246-6484 | I | 14.26% | ||
| Raymond James | A | 9.59% | ||
|
Omnibus for Mutual Funds Attn Courtney Waller |
C | 5.17% | ||
|
880 Carillon Pkwy St. Petersburg, FL 33716-1100 |
I | 10.98% | ||
|
Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
C | 9.65% | ||
|
American Enterprise Investment Svcs FBO 41999970 707 2nd Ave. S. Minneapolis, MN 55402-2405 |
C | 6.26% | ||
|
LPL Financial Omnibus Customer Account Attn Mutual Fund Trading 4707 Executive Drive San Diego, CA 92121-3091 |
C | 28.70% | ||
|
National Financial Services LLC |
I | 11.03% | ||
| 499 Washington Blvd. | R | 17.49% | ||
| Jersey City, NJ 07310-1995 | Z | 41.76% |
58
| UBS WM USA | I | 7.89% | ||
|
OMNI ACCOUNT M/F 1000 Harbor BLVD Fl 5 Weehawken, NJ 07086-6761 |
R | 7.10% | ||
|
Ascensus Trust Co FBO Interior Glass Inc. 401(K) Plan P.O. Box 10758 Fargo, ND 58106-0758 |
R | 26.87% | ||
|
Matrix Trust Company Cust. FBO Current Media Partners LLC 401K 717 17th Street, Suite 1300 Denver, CO 80202-3304 |
R | 21.96% | ||
|
Charles Schwab & Co., Inc. Special Custody Acct FBO Customers Attn Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4151 |
Z | 13.70% | ||
|
Drivewealth LLC Mutual Omnibus Account FBO Customers 28 Liberty Street, 50th Floor New York, NY 10005-1498 |
Z | 12.23% | ||
|
Matrix Trust Company Agent for TRP RPS PK FBO 401K Snyder Financial Inc. 401(K) Plan 1000 E Harris Ave Greenville, IL 62246-2220 |
Z | 18.95% | ||
|
Matrix Trust Company As Agent for Clear Wealth Vestwell Trust Company 1410 Broadway, 23rd Floor New York, NY 10018-5023 |
Z | 11.95% |
As of February 27, 2026, there were no principal holders owning 25% or more of the total outstanding shares of the Target Fund.
59
PART B
STATEMENT OF ADDITIONAL INFORMATION
Dated May 4, 2026
COHEN & STEERS FUTURE OF ENERGY FUND, INC.
1166 Avenue of the Americas, 30th Fl.
New York, NY 10036
COHEN & STEERS FUTURE OF ENERGY ACTIVE ETF
A series of
COHEN & STEERS ETF TRUST
1166 Avenue of the Americas, 30th Fl.
New York, NY 10036
This Statement of Additional Information ("SAI") relates specifically to the proposed acquisition of the assets and assumption of the liabilities of Cohen & Steers Future of Energy Fund, Inc. (the "Target Fund") by and in exchange for shares of the Cohen & Steers Future of Energy Active ETF (the "Acquiring Fund"), a series of Cohen & Steers ETF Trust (the "ETF Trust").
This SAI, which is not a prospectus, supplements and should be read in conjunction with the combined Prospectus/Information Statement for the Acquiring Fund dated May 4, 2026 (the "Prospectus/Information Statement"). You may request a free copy of the Prospectus/Information Statement without charge by calling (866) 737-6370 or by emailing [email protected].
1
Table of Contents
| Page | ||||
|
General Information |
1 | |||
|
Supplemental Financial Information |
2 | |||
|
Incorporation of Documents by Reference into the SAI |
3 | |||
|
APPENDIX A |
A-1 | |||
i
General Information
This SAI relates specifically to the proposed reorganization of the Target Fund into the Acquiring Fund, pursuant to an Agreement and Plan of Reorganization (the "Plan"), which provides for: (i) the acquisition of the assets and assumption of the liabilities of the Target Fund by the Acquiring Fund in exchange for shares of the Acquiring Fund of equal value to the net assets of the Target Fund being acquired; (ii) the pro rata distribution of such shares to the shareholders of the Target Fund who hold shares of the Target Fund through accounts that are permitted to hold shares of the Acquiring Fund or the distribution of cash to the shareholders of the Target Fund who do not hold shares of the Target Fund through accounts that are permitted to hold shares of the Acquiring Fund equal in value to the aggregate net asset value of the Target Fund shares held by such shareholders, and (iii) the complete liquidation and dissolution of the Target Fund. Additional information regarding the proposed Reorganization is included in the combined Prospectus/Information Statement and in the documents, listed below, that are incorporated by reference into this SAI.
The Acquiring Fund is a newly-formed "shell" that has not yet commenced operations and has not published any annual or semi-annual shareholder reports. The Acquiring Fund is expected to commence operations upon consummation of the Reorganization and continue the operations of the Target Fund. The Target Fund shall be the accounting and performance survivor in the Reorganization, and the Acquiring Fund, as the corporate survivor in the Reorganization, shall adopt the accounting and performance history of the Target Fund.
Attached hereto as Appendix A is the Preliminary Statement of Additional Information of the Acquiring Fund.
1
Supplemental Financial Information
Rule 6-11(d)(2) under Regulation S-X requires that, with respect to any fund acquisition, registered investment companies must provide certain supplemental financial information in lieu of pro forma financial statements required by Regulation S-X. For this reason, pro forma financial statements of the Acquiring Fund are not included in this SAI.
A table showing the fees and expenses of the Acquiring Fund and the Target Fund and the fees and expenses of the Acquiring Fund on a pro forma basis after giving effect to the proposed Reorganization is included in the section titled "What are the fees and expenses of each Fund and what are they expected to be after the Reorganization?" of the Prospectus/Information Statement.
The Reorganization is not expected to result in a material change to the Target Fund's investment portfolio due to the investment restrictions of the Acquiring Fund. Accordingly, a schedule of investments modified to show the effects of the change is not required and is not included for the Target Fund. Notwithstanding the foregoing, changes may be made to the Target Fund's portfolio in advance of the Reorganization and/or the Acquiring Fund's portfolio following the Reorganization.
There are certain differences between the valuation policies of the Target Fund and the Acquiring Fund with respect to the valuation of certain foreign equity securities. There are no other material differences between the accounting and valuation policies of the Target Fund and the Acquiring Fund.
2
Incorporation of Documents by Reference into the SAI
This SAI incorporates by reference the following documents, which have each been filed with the Securities and Exchange Commission and will be sent to any shareholder requesting this SAI:
| |
The prospectus of the Target Fund, dated April 1, 2026 (File No. 811-22867; SEC Accession No. 0001193125-26-129233); |
| |
The statement of additional information of the Target Fund, dated April 1, 2026 (File No. 811-22867; SEC Accession No. 0001193125-26-129233); |
| |
The financial statements included in the Target Fund's Form N-CSR filing for the fiscal year ending November 30, 2025 (File No. 811-22867; SEC Accession No. 0001193125-26-031598); and |
| |
The financial statements included in the Target Fund's Form N-CSRS filing for the fiscal period ending May 31, 2025 (File No. 811-22867; SEC Accession No. 0001193125-25-170543) |
3
APPENDIX A
PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION
COHEN & STEERS ETF TRUST
A-1
|
Fund
|
Abbreviation
|
Ticker
|
Principal
U.S. Listing
Exchange
|
Fiscal
Year End
|
Prospectus
Date
|
|
Cohen & Steers Future of Energy Active ETF
|
Future of Energy ETF
|
CSEN
|
Nasdaq
|
November 30
|
June 1, 2026
|
|
Page
|
|
|
Exchange Listing and Trading
|
3
|
|
Investment Strategies and Policies
|
4
|
|
Disclosure of Portfolio Holdings
|
44
|
|
Investment Restrictions
|
46
|
|
Management of the Funds
|
50
|
|
Compensation of Trustees and Certain Officers
|
59
|
|
Principal Holders of Securities
|
60
|
|
Investment Advisory and Other Services
|
61
|
|
Portfolio Transactions and Brokerage
|
71
|
|
Organization and Description of Capital Stock
|
73
|
|
Distribution and Shareholder Services Plan
|
77
|
|
Other Information
|
78
|
|
DTC as Securities Depository for Shares of the Fund
|
78
|
|
Distribution of Shares
|
79
|
|
Creation and Redemption of Creation Units
|
80
|
|
Taxation
|
90
|
|
Counsel and Independent Registered Public Accounting Firm
|
109
|
|
Anti-Money Laundering Requirements
|
109
|
|
Financial Statements
|
110
|
|
Appendix A
|
111
|
|
Appendix B
|
128
|
|
Fund
|
Diversification Status
|
Began Operations
|
|
Real Estate ETF
|
Non-diversified
|
February 4, 2025
|
|
Preferred and Income Opportunities ETF
|
Non-diversified
|
February 4, 2025
|
|
Natural Resources ETF
|
Non-diversified
|
February 4, 2025
|
|
Short Duration ETF
|
Non-diversified
|
December 9, 2025
|
|
Infrastructure Opportunities ETF
|
Non-diversified
|
December 9, 2025
|
|
Future of Energy ETF
|
Non-diversified
|
June 15, 2026
|
|
Real Estate
ETF
|
Preferred and
Income
Opportunities
ETF
|
Natural
Resources
ETF
|
Short
Duration
ETF
|
Infrastructure
Opportunities
ETF
|
Future of
Energy
ETF
|
|
|
Below Investment Grade Securities
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Borrowing for Investment Purposes
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Canadian Royalty Trusts
|
✓
|
✓
|
✓
|
|||
|
Cash Reserves
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Companies in the Financials Sector
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Commodities
|
✓
|
|||||
|
Convertible Securities
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Credit Derivatives
|
✓
|
✓
|
✓
|
|||
|
Cyber Security Risk
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Debt Securities
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Derivatives Transactions
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Energy Companies
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Exchange-Traded Notes
|
✓
|
|||||
|
Foreign Currency and Currency Hedging Transactions
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Real Estate
ETF
|
Preferred and
Income
Opportunities
ETF
|
Natural
Resources
ETF
|
Short
Duration
ETF
|
Infrastructure
Opportunities
ETF
|
Future of
Energy
ETF
|
|
|
Foreign (Non-U.S.) Securities
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Futures Contracts and Options on Futures Contracts
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Gold and Other Precious Metals
|
✓
|
|||||
|
Healthcare Companies
|
✓
|
✓
|
✓
|
✓
|
||
|
Illiquid Securities
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Industrial Companies
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Master Limited Partnerships
|
✓
|
✓
|
✓
|
|||
|
Natural Resource Companies
|
✓
|
✓
|
✓
|
✓
|
||
|
Options
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Other Investment Companies
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Preferred Securities
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Real Estate Companies and Real Estate Investment Trusts
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Repurchase Agreements
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Securities Lending
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Service Provider Risk
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Short Sales
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Swap Transactions
|
✓1
|
✓1
|
✓
|
✓1
|
✓1
|
✓1
|
|
Telecommunications and Media Companies
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Utility Companies
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Warrants and Rights
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|
Name, Address(1)
and Year of Birth
|
Position(s) Held
with Funds
|
Term of
Office(2)
|
Principal Occupation During
At Least The Past Five Years
(Including Other Directorships Held)
|
Number of
Funds Within
Fund Complex
Overseen by Trustee
(Including the Funds)
|
Length of
Time Served(3)
|
|
Interested Trustees(4)
|
|||||
|
Joseph M. Harvey
|
Trustee and
Chair
|
Until Next
Election of
Trustees
|
Chief Executive Officer since
2022 and President from 2003 to
2024 of the Advisor, and Chief
Executive Officer since 2022 and
President from 2004 to 2024 of
Cohen & Steers, Inc.
(CNS). Chief Investment Officer
of the Advisor from 2003 to
2019. Prior to that, Senior Vice
President and Director of
Investment Research of the
Advisor.
|
26
|
Since
2014
|
|
1963
|
|
Name, Address(1)
and Year of Birth
|
Position(s) Held
with Funds
|
Term of
Office(2)
|
Principal Occupation During
At Least The Past Five Years
(Including Other Directorships Held)
|
Number of
Funds Within
Fund Complex
Overseen by Trustee
(Including the Funds)
|
Length of
Time Served(3)
|
|
Adam M. Derechin
|
Trustee
|
Until Next
Election of
Trustees
|
CFA; Chief Operating Officer of
the Advisor since 2003 and CNS
since 2004. President and Chief
Executive Officer of the Funds
from 2005 to 2021.
|
26
|
Since
2021
|
|
1964
|
|||||
|
Independent Trustees
|
|||||
|
Michael G. Clark
|
Trustee
|
Until Next
Election of
Trustees
|
CFA; From 2006 to 2011,
President and Chief Executive
Officer of DWS Funds and
Managing Director of Deutsche
Asset Management.
|
26
|
Since
2011
|
|
1965
|
|||||
|
George Grossman
|
Trustee
|
Until Next
Election of
Trustees
|
Attorney-at-law.
|
26
|
Since
1993
|
|
1953
|
|||||
|
Dean A. Junkans
|
Trustee
|
Until Next
Election of
Trustees
|
CFA; Advisor to SigFig (a
registered investment advisor)
from July 2018 to July 2022;
Chief Investment Officer at
Wells Fargo Private Bank from
2004 to 2014 and Chief
Investment Officer of the
Wealth, Brokerage and
Retirement group at Wells Fargo
& Company from 2011 to 2014;
former Member and Chair,
Claritas Advisory Committee at
the CFA Institute from 2013 to
2015; former Adjunct Professor
and Executive-In- Residence,
Bethel University, 2015 to 2022;
former Board Member and
Investment Committee Member,
Bethel University Foundation,
2010 to 2022; former Corporate
Executive Board Member of the
National Chief Investment
Officers Circle, 2010 to 2015;
former Member of the Board of
Governors of the University of
Wisconsin Foundation, River
Falls, 1996 to 2004; U.S. Army
Veteran, Gulf War.
|
26
|
Since
2015
|
|
1959
|
|
Name, Address(1)
and Year of Birth
|
Position(s) Held
with Funds
|
Term of
Office(2)
|
Principal Occupation During
At Least The Past Five Years
(Including Other Directorships Held)
|
Number of
Funds Within
Fund Complex
Overseen by Trustee
(Including the Funds)
|
Length of
Time Served(3)
|
|
Gerald J. Maginnis
|
Trustee
|
Until Next
Election of
Trustees
|
Philadelphia Office Managing
Partner, KPMG LLP from 2006
to 2015; Partner in Charge,
KPMG Pennsylvania Audit
Practice from 2002 to 2008;
President, Pennsylvania Institute
of Certified Public Accountants
("PICPA") from 2014 to 2015;
Member, PICPA Board of
Directors from 2012 to 2016;
Member, Council of the
American Institute of Certified
Public Accountants ("AICPA")
from 2013 to 2017; Member,
Board of Trustees of AICPA
Foundation from 2015 to 2020;
Chairman of the Advisory Board
of Centri Consulting LLC since
2022; Board Member and Audit
Committee Chairman of inTEST
Corporation from 2020 to 2026.
|
26
|
Since
2015
|
|
1955
|
|||||
|
Jane F. Magpiong
|
Trustee
|
Until Next
Election of
Trustees
|
President, Untap Potential since
2013; Senior Managing Director,
TIAA-CREF, from 2011 to 2013;
National Head of Wealth
Management, TIAA-CREF, from
2008 to 2011; President, Bank of
America Private Bank from 2005
to 2008; Executive Vice
President, Fleet Private Clients
Group, from 2003 to 2004.
|
26
|
Since
2015
|
|
1960
|
|
Name, Address(1)
and Year of Birth
|
Position(s) Held
with Funds
|
Term of
Office(2)
|
Principal Occupation During
At Least The Past Five Years
(Including Other Directorships Held)
|
Number of
Funds Within
Fund Complex
Overseen by Trustee
(Including the Funds)
|
Length of
Time Served(3)
|
|
Daphne L. Richards
|
Trustee
|
Until Next
Election of
Trustees
|
President and CIO of Ledge
Harbor Management since 2016;
Investment Committee Member
of the Berkshire Taconic
Community Foundation since
2015; Member of the Advisory
Board of Northeast
Dutchess Fund since 2016;
former Independent Director of
Cartica Management, LLC, 2015
to 2022; formerly worked at
Bessemer Trust Company from
1999 to 2014; Frank Russell
Company from 1996 to 1999;
Union Bank of Switzerland from
1993 to 1996; Credit Suisse from
1990 to 1993; Hambros
International Venture
Capital Fund from 1988 to 1989.
|
26
|
Since
2017
|
|
1966
|
|||||
|
Ramona Rogers-Windsor
|
Trustee
|
Until Next
Election of
Trustees
|
CFA; Member, Capital
Southwest Board of Directors
since 2021; Member, Thomas
Jefferson University Board of
Trustees from 2020 to 2025 and
its insurance subsidiary board,
Partners Insurance
Company, Inc., since 2023;
Managing Director, Public
Investments Department,
Northwestern Mutual
Investment Management
Company, LLC from 2012 to
2019; former Member,
Milwaukee Film, LLC Board of
Directors from 2016 to 2019.
|
26
|
Since
2021
|
|
1960
|
|
Name, Address(1)
and Year of Birth
|
Position(s) Held
with the Funds(2)
|
Principal Occupation During at Least the Past Five Years
|
Length of
Time Served(3)
|
|
James Giallanza
|
President and Chief
Executive Officer
|
Executive Vice President of the Advisor since 2014. Prior to
that, Senior Vice President of the Advisor since 2006.
|
2006
|
|
1966
|
|||
|
Albert Laskaj
|
Chief Financial
Officer
|
Senior Vice President of the Advisor since 2020. Prior to that,
Vice President of the Advisor since 2015.
|
2015
|
|
1977
|
|||
|
Steven Frank
|
Treasurer
|
Vice President of the Advisor since 2019.
|
2025
|
|
1967
|
|||
|
Dana A. DeVivo
|
Secretary and Chief
Legal Officer
|
Senior Vice President of the Advisor since 2019. Prior to that,
Vice President of the Advisor since 2013.
|
2015
|
|
1981
|
|||
|
Stephen Murphy(4)
|
Chief Compliance
Officer and Vice
President
|
Senior Vice President of the Advisor since 2019.
|
2019
|
|
1966
|
|
Name, Address(1)
and Year of Birth
|
Position(s) Held
with the Funds(2)
|
Principal Occupation During at Least the Past Five Years
|
Length of
Time Served(3)
|
|
Nargis Hilal
|
Deputy Chief
Compliance Officer
and Vice President
|
Senior Vice President, Global CCO and Associate General
Counsel of the Advisor since 2025. Prior to that, Global Chief
Compliance Officer and Counsel of Lazard Asset
Management LLC from April 2022 to May 2025, Chief
Compliance Officer of Lazard Asset Management Securities
LLC from February 2019 to May 2025, and Chief Compliance
Officer of Lazard Funds from 2020 to May 2025.
|
2025
|
|
1984
|
|
Name of Person
|
Aggregate Dollar Range of
Equity Securities in the Funds(1)
|
Aggregate Dollar Range of
Equity Securities
in the Fund Complex(2)
|
|
Joseph M. Harvey
|
E
|
E
|
|
Adam M. Derechin
|
A
|
E
|
|
Michael G. Clark
|
A
|
E
|
|
George Grossman
|
A
|
E
|
|
Dean A. Junkans
|
D
|
E
|
|
Gerald J. Maginnis
|
C
|
E
|
|
Jane F. Magpiong
|
C
|
E
|
|
Daphne L. Richards
|
A
|
E
|
|
Ramona Rogers-Windsor
|
C
|
E
|
|
Contract Review
Committee
|
Governance
Committee
|
Nominating
Committee
|
Audit
Committee
|
Dividend
Committee
|
|
|
Real Estate ETF
|
0
|
1
|
0
|
1
|
0
|
|
Preferred and Income Opportunities ETF
|
0
|
1
|
0
|
1
|
0
|
|
Natural Resources ETF
|
0
|
1
|
0
|
1
|
0
|
|
Name of Person, Position
|
Total Compensation from the Trust
|
Total Compensation Paid to Trustee or Officer by Fund Complex(1)
|
|
Michael G. Clark,
Trustee and Lead Independent Director
|
$851
|
$320,000
|
|
Adam M. Derechin,
Trustee(2)
|
None
|
None
|
|
George Grossman,
Trustee
|
$622
|
$255,000
|
|
Joseph M. Harvey,
Chair and Trustee(2)
|
None
|
None
|
|
Dean A. Junkans,
Trustee and Contract Review Committee Chair
|
$740
|
$275,000
|
|
Name of Person, Position
|
Total Compensation from the Trust
|
Total Compensation Paid to Trustee or Officer by Fund Complex(1)
|
|
Gerald J. Maginnis,
Trustee and Audit Committee Chair
|
$801
|
$295,000
|
|
Jane F. Magpiong,
Trustee,
Governance Committee Chair and Nominating Committee Chair
|
$740
|
$275,000
|
|
Daphne L. Richards,
Trustee and Dividend Committee Chair
|
$720
|
$265,000
|
|
Ramona Rogers-Windsor,
Trustee
|
$609
|
$255,000
|
|
Name and Address
|
Percentage of
Total Shares Held
|
|
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
|
37.29%
|
|
National Bank Financial Inc.
1155 Metcalfe Street
Montreal, QC H3B 4S9 Canada
|
10.46%
|
|
Name and Address
|
Percentage of
Total Shares Held
|
|
State Street Bank and Trust Company
One Congress Street, Suite 1
Boston, MA 02114-2016
|
44.51%
|
|
Name and Address
|
Percentage of
Total Shares Held
|
|
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
|
31.81%
|
|
National Financial Services LLC
200 Liberty Street
New York, NY 10281
|
15.82%
|
|
State Street Bank and Trust Company
One Congress Street, Suite 1
Boston, MA 02114-2016
|
48.22%
|
|
Name and Address
|
Percentage of
Total Shares Held
|
|
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
|
52.82%
|
|
State Street Bank and Trust Company
One Congress Street, Suite 1
Boston, MA 02114-2016
|
43.60%
|
|
Fund
|
Contractual Annual Management
Fee
Rate (as a % of the Fund's average
daily net assets)
|
Waiver/ Reimbursement Arrangement
|
|
Real Estate ETF
|
0.80%
|
Through June 30, 2027, the Advisor
has contractually agreed to waive the
Management Fee and/or reimburse
the Fund so that the Fund's total
annual operating expenses do not
exceed 0.70%.
|
|
Preferred and Income Opportunities
ETF
|
0.75%
|
Through June 30, 2027, the Advisor
has contractually agreed to waive the
Management Fee and/or reimburse
the Fund so that the Fund's total
annual operating expenses do not
exceed 0.59%.
|
|
Natural Resources ETF
|
0.70%
|
Through June 30, 2027, the Advisor
has contractually agreed to waive the
Management Fee and/or reimburse
the Fund so that the Fund's total
annual operating expenses do not
|
|
Fund
|
Contractual Annual Management
Fee
Rate (as a % of the Fund's average
daily net assets)
|
Waiver/ Reimbursement Arrangement
|
|
exceed 0.50%.
|
||
|
Short Duration ETF
|
0.65%
|
Through June 30, 2027, the Advisor
has contractually agreed to waive the
Management Fee and/or reimburse
the Fund so that the Fund's total
annual operating expenses do not
exceed 0.49%.
|
|
Infrastructure Opportunities ETF
|
0.85%
|
Through June 30, 2027, the Advisor
has contractually agreed to waive the
Management Fee and/or reimburse
the Fund so that the Fund's total
annual operating expenses do not
exceed 0.65%.
|
|
Future of Energy ETF
|
0.80%
|
N/A
|
|
2025
|
|
|
Real Estate ETF
|
$23,316
|
|
Preferred and Income Opportunities ETF
|
$20,982
|
|
Natural Resources ETF
|
$15,393
|
|
2025
|
|
|
Real Estate ETF
|
$2,914
|
|
Preferred and Income Opportunities ETF
|
$4,476
|
|
Natural Resources ETF
|
$4,398
|
|
2025
|
|
|
Real Estate ETF
|
$20,402
|
|
Preferred and Income Opportunities ETF
|
$16,506
|
|
Natural Resources ETF
|
$10,995
|
|
Fiscal Year Ended
|
Real Estate ETF
|
|
2025
|
$366
|
|
Fiscal Year Ended
|
Real Estate ETF
|
|
2025
|
$290
|
|
Number of Other Accounts Managed and
Assets ($mm) by Account Type
|
||||||
|
Registered Investment
Companies
|
Other
Pooled Vehicles
|
Other Accounts
|
||||
|
Number of
Accounts
|
Total
Assets
|
Number of
Accounts
|
Total
Assets
|
Number of
Accounts
|
Total
Assets
|
|
|
Real Estate ETF
|
||||||
|
Jason Yablon
|
18
|
$32,167
|
59
|
$17,188
|
52
|
$10,005
(1)
|
|
Mathew Kirschner
|
9
|
$28,087
|
29
|
$13,064
|
30
|
$5,008
(1)
|
|
Ji Zhang
|
11
|
$26,165
|
48
|
$14,524
|
42
|
$7,622
(1)
|
|
Preferred and Income Opportunities ETF
|
||||||
|
Elaine Zaharis-Nikas
|
12
|
$21,041
|
18
|
$3,150
|
16
|
$2,423
|
|
Jerry Dorost
|
9
|
$14,925
|
17
|
$3,137
|
16
|
$2,423
|
|
Robert Kastoff
|
12
|
$21,041
|
20
|
$3,390
|
16
|
$2,423
|
|
Natural Resources ETF
|
||||||
|
Tyler S. Rosenlicht
|
7
|
$5,767
|
19
|
$2,534
|
18
|
$3,235
|
|
Short Duration ETF(2)
|
||||||
|
Elaine Zaharis-Nikas
|
13
|
$21,764
|
18
|
$3,235
|
16
|
$2,389
|
|
Jerry Dorost
|
10
|
$15,005
|
17
|
$3,222
|
16
|
$2,389
|
|
Robert Kastoff
|
10
|
$15,005
|
18
|
$3,235
|
16
|
$2,389
|
|
Infrastructure Opportunities ETF (2)
|
||||||
|
Ben Morton
|
9
|
$7,275
|
20
|
$2,981
|
17
|
$3,071
|
|
Tyler S. Rosenlicht
|
10
|
$7,139
|
20
|
$2,981
|
18
|
$3,204
|
|
Thuy Quynh Dang
|
6
|
$5,388
|
19
|
$2,922
|
13
|
$2,824
|
|
Future of Energy ETF (3)
|
||||||
|
Number of Other Accounts Managed and
Assets ($mm) by Account Type
|
||||||
|
Registered Investment
Companies
|
Other
Pooled Vehicles
|
Other Accounts
|
||||
|
Number of
Accounts
|
Total
Assets
|
Number of
Accounts
|
Total
Assets
|
Number of
Accounts
|
Total
Assets
|
|
|
Ben Morton
|
9
|
$8,013
|
20
|
$3,543
|
16
|
$3,290
|
|
Tyler S. Rosenlicht
|
10
|
$8,080
|
20
|
$3,543
|
18
|
$3,487
|
|
Portfolio Manager
|
Real
Estate
ETF
|
Preferred
and
Income
Opportunities
ETF
|
Natural
Resources
ETF
|
Short
Duration
ETF(1)
|
Infrastructure
Opportunities
ETF(1)
|
Future of
Energy
ETF(2)
|
|
Elaine Zaharis-Nikas
|
N/A
|
A
|
N/A
|
N/A
|
N/A
|
A
|
|
Jason Yablon
|
A
|
N/A
|
N/A
|
N/A
|
N/A
|
A
|
|
Mathew Kirschner
|
A
|
N/A
|
N/A
|
N/A
|
N/A
|
A
|
|
Jerry Dorost
|
N/A
|
A
|
N/A
|
N/A
|
N/A
|
A
|
|
Tyler S.Rosenlicht
|
N/A
|
N/A
|
C
|
N/A
|
N/A
|
E
|
|
Ji Zhang
|
A
|
N/A
|
N/A
|
N/A
|
N/A
|
A
|
|
Robert Kastoff
|
N/A
|
B
|
N/A
|
N/A
|
N/A
|
A
|
|
Ben Morton
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
A
|
|
Thuy Quynh Dang
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
A
|
|
2025
|
|
|
Real Estate ETF
|
$2,895
|
|
Preferred and Income Opportunities ETF
|
$1,699
|
|
Natural Resources ETF
|
$6,703
|
|
2025
|
|
|
Real Estate ETF
|
$817
|
|
Preferred and Income Opportunities ETF
|
$1,274
|
|
Natural Resources ETF
|
$1,902
|
|
Dollar Value of
Securities
Owned
|
|
|
Real Estate ETF
|
|
|
Wells Fargo and Co.
|
$344,993,740
|
|
BNP Paribas SA
|
$272,350,950
|
|
UBS Group AG
|
$251,256,930
|
|
Societe Generale SA
|
$207,276,227
|
|
Bank of America Corp.
|
$192,349,071
|
|
HSBC Bank PLC
|
$186,333,120
|
|
Barclays PLC
|
$182,965,185
|
|
Citigroup
|
$176,557,576
|
|
Morgan Stanley
|
$119,673,284
|
|
Goldman Sachs & Co LLC
|
$111,045,855
|
|
Preferred and Income Opportunities ETF
|
|
|
Citigroup Inc.
|
$3,690,968
|
|
Mitsubishi UFJ Securities
|
$3,503,291
|
|
UBS Group AG
|
$2,483,659
|
|
Wells Fargo and Co.
|
$1,876,293
|
|
NOMURA Securities International Inc.
|
$1,017,796
|
|
Bank of America Corp.
|
$957,670
|
|
Morgan Stanley
|
$38,969
|
|
Natural Resources ETF
|
|
|
Citigroup Inc.
|
$3,690,968
|
|
Mitsubishi UFJ Securities
|
$3,503,291
|
|
UBS Group AG
|
$2,483,659
|
|
Wells Fargo and Co.
|
$1,876,293
|
|
NOMURA Securities International Inc.
|
$1,017,796
|
|
Bank of America Corp.
|
$957,670
|
|
Morgan Stanley
|
$38,969
|
|
2025
|
|
|
Real Estate ETF
|
11%
|
|
Preferred and Income Opportunities ETF
|
7%
|
|
Natural Resources ETF
|
15%
|
|
Fund
|
Shares Per
Creation Unit
|
|
Real Estate ETF
|
25,000
|
|
Preferred and Income Opportunities ETF
|
25,000
|
|
Natural Resources ETF
|
25,000
|
|
Short Duration ETF
|
25,000
|
|
Infrastructure Opportunities ETF
|
25,000
|
|
Future of Energy ETF
|
25,000
|
|
Fund
|
Standard Cash
Creation Transaction
Fee
|
Standard In-Kind
Creation Transaction
Fee
|
Maximum
Additional
Charge*
|
|
Real Estate ETF
|
$100
|
$500
|
2.00
%
|
|
Preferred and Income Opportunities ETF
|
$100
|
$250
|
2.00
%
|
|
Natural Resources ETF
|
$100
|
$400
|
2.00
%
|
|
Short Duration ETF
|
$100
|
$250
|
2.00
%
|
|
Infrastructure Opportunities ETF
|
$100
|
$350
|
2.00
%
|
|
Future of Energy ETF
|
$100
|
$250
|
2.00
%
|
|
Fund
|
Standard Cash
Redemption
Transaction
Fee
|
Standard In-Kind
Redemption
Transaction
Fee
|
Maximum
Additional
Charge*
|
|
Real Estate ETF
|
$100
|
$500
|
2.00
%
|
|
Preferred and Income Opportunities ETF
|
$100
|
$250
|
2.00
%
|
|
Natural Resources ETF
|
$100
|
$400
|
2.00
%
|
|
Short Duration ETF
|
$100
|
$250
|
2.00
%
|
|
Infrastructure Opportunities ETF
|
$100
|
$350
|
2.00
%
|
|
Future of Energy ETF
|
$100
|
$250
|
2.00
%
|