UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act File Number: 811-22780

Cohen & Steers MLP Income and Energy Opportunity

Fund, Inc.

(Exact name of registrant as specified in charter)

280 Park Avenue, New York, NY 10017

(Address of principal executive offices) (Zip code)

Francis C. Poli

Cohen & Steers Capital Management, Inc.

280 Park Avenue

New York, New York 10017

(Name and address of agent for service)

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

Date of fiscal year end: November 30

Date of reporting period: November 30, 2017

---

Item 1. Reports to Stockholders.

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

To Our Shareholders:

We would like to share with you our report for the year ended November 30, 2017. The total returns for the Fund and its comparative benchmarks were:

 

		Six Months Ended November 30, 2017				Year Ended November 30, 2017
Cohen & Steers MLP Income and Energy Opportunity Fund at Net Asset Valuea			-9.81	%			-7.27	%
Cohen & Steers MLP Income and Energy Opportunity Fund at Market Valuea			-8.86	%			-1.52	%
Blended Benchmark—90% Alerian MLP Index/10% ICE BofAML Fixed-Rate Preferred Securities Indexb			-7.79	%			-5.16	%
Alerian MLP Indexb			-8.91	%			-6.83	%
S&P 500 Indexb			10.89	%			22.87	%

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

Distribution Policy

Cohen & Steers MLP Income and Energy Opportunity Fund, Inc. (the Fund) makes regular monthly distributions at a level rate (the Policy). Dividends from net investment income, if any, are declared quarterly and paid monthly. As a result of the Policy, the Fund may pay distributions in excess of the Fund’s current or accumulated earnings and profits. This excess would be a return of capital distributed from the Fund’s assets. Distributions of capital decrease the Fund’s total assets and, therefore, could have the effect of increasing the Fund’s expense ratio. In addition, in order to make these distributions, the Fund may have to sell portfolio securities at a less than opportune time.

 

 

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

b

The Alerian MLP Index is a float-adjusted, market-capitalization-weighted index that consists of the 50 most prominent large- and mid-cap energy Master Limited Partnerships (MLPs). The ICE BofAML Fixed-Rate Preferred Securities Index (formerly known as BofA Merrill Lynch Fixed-Rate Preferred Securities Index) tracks the performance of fixed-rate U.S. dollar-denominated preferred securities issued in the U.S. domestic market. The S&P 500 Index is an unmanaged index of 500 large-capitalization stocks that is frequently used as a general measure of U.S. stock market performance.

 

1

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

Market Review

The 12-month period ended November 30, 2017 was broadly positive for equity markets amid improving economic conditions, subdued inflation and low and relatively stable interest rates. However, MLPs and other midstream-energy-focused equities struggled, hampered in part by uncertainty surrounding energy prices, in particular crude oil.

The weak performance also reflected investors’ generally cool reaction to certain distribution cuts and a tempering in distribution growth expectations for the asset class. Traditionally, the group’s business models have been focused on capital raisings to fund growth projects, a strategy that became inherently more challenging amid much lower oil prices and a waning of investor interest in energy investments. As a result, by 2017 an increasing number of midstream energy companies were transitioning their capital allocation priorities in an effort to fund capital expenditures from existing cash flows.

As the period began, the Organization of Petroleum Exporting Countries (OPEC) and certain non-OPEC nations had just reached a historic agreement to cut crude oil production in an effort to pare global inventories and raise the price of the commodity. The agreement, which became effective on January 1, 2017, was intended to put a floor under oil prices at around $40 a barrel.

MLPs and midstream energy stocks generally enjoyed strong gains early in the period. But by late February concerns began to mount that rising U.S. oil production—encouraged by OPEC’s efforts to support oil prices—might delay the oil market’s supply/demand rebalancing process. Crude oil prices fell from above $50 a barrel to $42 in June, pressuring MLP and midstream equity prices at the time, even though many midstream energy companies have minimal direct exposure to oil prices. Oil recovered to near $60 in the final months of the period, aided by rising global demand and OPEC’s recommitment to curbed production; in November the cartel announced it would extend its cuts through the end of 2018. However, MLPs did not participate in a broad rally in energy-related securities as oil prices recovered, due to lingering concerns around distribution sustainability and tax reform.

As part of midstream energy companies’ general shift toward new business models, the period saw more industry consolidation. A number of companies and their affiliates, including Enbridge, Williams Companies, Marathon Petroleum and Oneok took steps to strengthen balance sheets and reduce the cost of capital through mergers and acquisitions and strategic restructurings. These included transactions to eliminate general partnership structures and incentive distribution rights in order to alleviate near-term funding requirements and enhance cash flows. At the same time, restructurings and movements toward self-funding were often associated with distribution cuts and a lowering of distribution growth guidance.

Fund Performance

The Fund had a negative total return in the period and underperformed its blended benchmark on a NAV basis, although it outperformed on a market price basis. Stock selection in crude/refined products detracted from relative performance, although this was partially offset by our overall underweight in the underperforming sector. We were overweight Enbridge Energy Partners early in the period when it declined after the company announced disappointing cash-flow guidance and a distribution cut. In addition, we were underweight Magellan Midstream Partners, which outperformed with a modest gain.

 

2

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

The Fund’s non-index allocation to a compression company that struggled also hindered relative performance. Our underweight and stock selection in the outperforming propane sector detracted from performance as well.

The Fund’s stock selection in natural gas pipelines was a significant contributor to relative performance. We had an out-of-index allocation to Veresen, which announced it would be acquired by Pembina Pipeline at a substantial premium; and did not own Boardwalk Pipeline Partners, a poor performer in the period. Stock selection in the diversified and gathering & processing sectors also aided relative performance. Within diversified, the Fund benefited from holding an out-of-benchmark position in Pembina Pipeline that had a significant gain.

Impact of Leverage on Fund Performance

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

Tax Reform and MLPs

The Tax Cuts and Jobs Act, signed into law on December 22, 2017, carries specific implications for MLPs and MLP mutual funds, in addition to broader potential impact of adding fuel to an already healthy economy. By lowering the corporate tax rate from 35% to 21%, the law reduces the relative tax advantage of MLPs compared with midstream companies structured as C-corps. The law also provides a 20% deduction for pass-through income for MLPs and certain other investments. However, the 20% pass-through deduction should have a negligible impact on most MLP investors, as MLP distributions are almost entirely return of capital, which is not taxed as income but instead reduces the investor’s cost basis.

At the fund level, MLP funds structured as C-corps will accrue lower tax liabilities on positions that rise in value, reducing the amount deducted from a fund’s NAV and easing the drag on returns in rising markets. However, this may give them less insulation in down markets, as the potential benefit of deferred tax assets or a reduction in deferred tax liabilities would be lessened. Additionally, C-corp funds may be negatively affected by the cap on the amount of interest expense and net operating loss they can deduct.

 

Sincerely,

 

ROBERT S. BECKER

Portfolio Manager

 

BEN MORTON		TYLER S. ROSENLICHT
Portfolio Manager		Portfolio Manager

 

3

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

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

 

 

4

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

 

a

On February 24, 2015, the Fund amended its credit agreement to extend the fixed rate financing terms, originally expiring in 2018 and 2019, by three years now expiring in 2021 and 2022. The weighted average rate on financing does not include the three year extension and will increase as the extended fixed-rate tranches become effective. The weighted average term of financing includes the three year extension.

b	Data as of November 30, 2017. Information is subject to change.

c	See Note 6 in Notes to Financial Statements.

 

5

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

November 30, 2017

Top Ten Holdings^a

(Unaudited)

 

Security		Value				% of Managed Assets
Enterprise Products Partners LP		$	43,643,474				11.6
Energy Transfer Partners LP			35,137,342				9.3
MPLX LP			31,883,126				8.5
Williams Partners LP			29,565,850				7.8
Plains All American Pipeline LP			21,660,210				5.8
Andeavor Logistics LP			14,488,812				3.8
Buckeye Partners LP			10,732,693				2.9
ONEOK			9,204,984				2.4
Enable Midstream Partners LP			8,150,483				2.2
Energy Transfer Equity LP			8,039,931				2.1

 

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

Sector Breakdown

(Based on Managed Assets)

(Unaudited)

 

 

6

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

SCHEDULE OF INVESTMENTS

November 30, 2017

 

						Number of Shares/Units				Value
MASTER LIMITED PARTNERSHIPS AND RELATED COMPANIES			125.8%
COMPRESSION			1.4%
Archrock Partners LPa							341,556			$	3,740,038
CRUDE/REFINED PRODUCTS			19.6%
Buckeye Partners LPa							233,675				10,732,693
Delek Logistics Partners LPa							97,800				2,860,650
Enbridge Energy Management LLCa							394,454				5,325,129
Genesis Energy LPa							193,799				4,160,864
Kinder Morgan Canada Ltd., 144A (CAD) (Canada)b							295,900				4,041,203
Phillips 66 Partners LPa							57,000				2,671,020
Plains All American Pipeline LPa							1,110,780				21,660,210
Valero Energy Partners LPa							41,400				1,720,584
											53,172,353
DIVERSIFIED MIDSTREAM			64.8%
Andeavor Logistics LPa							323,700				14,488,812
Energy Transfer Equity LPa							496,292				8,039,931
Energy Transfer Partners LPa							2,115,433				35,137,342
Enterprise Products Partners LPa							1,771,964				43,643,474
Kinder Morgana							363,279				6,259,297
MPLX LPa							889,100				31,883,126
Pembina Pipeline Corp. (CAD) (Canada)							187,143				6,517,331
Williams Partners LPa							805,609				29,565,850
											175,535,163
GATHERING & PROCESSING			27.5%
American Midstream Partners LPa							234,898				2,807,031
Antero Midstream GP LPa							357,745				6,349,974
Cone Midstream Partners LPa							124,000				2,093,120
Crestwood Equity Partners LPa							250,000				5,987,500
Enable Midstream Partners LPa							544,091				8,150,483
Hess Midstream Partners LPa							249,589				5,276,311
Noble Midstream Partners LPa							125,906				6,226,052
ONEOKa							177,360				9,204,984
Rice Midstream Partners LPa							369,875				7,704,496
Summit Midstream Partners LP							100,000				1,895,000
Tallgrass Energy GP LPa							136,338				3,081,239
Tallgrass Energy Partners LPa							93,899				4,124,044

 

See accompanying notes to financial statements.

 

7

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

November 30, 2017

 

						Number of Shares/Units				Value
Targa Resources Corp.a							85,425			$	3,707,445
Western Gas Equity Partners LPa							171,938				6,138,187
Western Gas Partners LP							40,000				1,792,800
											74,538,666
MARINE SHIPPING/OFFSHORE			4.8%
GasLog Partners LP (Monaco)							83,000				1,834,300
Golar LNG Partners LP (United Kingdom)							322,492				6,446,615
Hoegh LNG Partners LP (Bermuda)							166,183				2,908,203
KNOT Offshore Partners LP (United Kingdom)							88,141				1,780,448
											12,969,566
NATURAL GAS PIPELINES			3.5%
Cheniere Energy Partners LPa							283,354				7,625,056
TC PipeLines LPa							37,683				1,914,674
											9,539,730
OTHER			1.4%
Sprague Resources LPa							155,945				3,781,666
PROPANE			1.6%
Suburban Propane Partners LPa							182,488				4,405,260
RENEWABLE ENERGY			1.2%
Pattern Energy Groupa							140,720				3,171,829
TOTAL MASTER LIMITED PARTNERSHIPS AND RELATED COMPANIES (Identified cost—$344,889,817)											340,854,271
PREFERRED SECURITIES—$25 PAR VALUE			6.6%
BANKS			1.8%
Bank of America Corp., 6.00%, Series EEc							63,725				1,713,565
Citigroup, 6.30%, Series Sc							16,926				457,848
GMAC Capital Trust I, 7.20% (3 Mo. US LIBOR + 5.785%), due 2/15/40, Series 2 (TruPS) (FRN)d							35,000				914,200
New York Community Bancorp, 6.375% to 3/17/27, Series Ac,e							28,460				807,126
Wells Fargo & Co., 5.85% to 9/15/23, Series Qc,e							22,275				607,662
Wells Fargo & Co., 5.625%, Series Yc							14,575				377,493
											4,877,894

 

See accompanying notes to financial statements.

 

8

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

November 30, 2017

 

						Number of Shares/Units				Value
CHEMICALS			0.5%
CHS, 7.10% to 3/31/24, Series IIc,e							21,125			$	585,374
CHS, 7.50%, Series 4c							29,741				836,317
											1,421,691
DIVERSIFIED FINANCIAL SERVICES			0.7%
Morgan Stanley, 5.85% to 4/15/27, Series Kc,e							70,400				1,902,912
INSURANCE			0.6%
PROPERTY CASUALTY—FOREIGN			0.2%
Validus Holdings Ltd., 5.80%c							17,442				440,236
REINSURANCE—FOREIGN			0.4%
Arch Capital Group Ltd, 5.45%, Series Fc							6,000				154,020
Axis Capital Holdings Ltd., 5.50%, Series Ec							40,400				1,030,200
											1,184,220
											1,624,456
INTEGRATED TELECOMMUNICATIONS SERVICES			0.2%
AT&T, 5.35%, due 11/1/66							15,000				394,500
Qwest Corp., 6.75%, due 6/15/57							1,109				26,339
											420,839
MARINE SHIPPING/OFFSHORE			0.1%
GasLog Partners LP, 8.625% to 6/15/27, Series A (Monaco)c,e							11,000				288,420
PIPELINES			0.2%
NuStar Energy LP, 7.625% to 6/15/22, Series Bc,e							23,494				522,507
REAL ESTATE—DIVERSIFIED			0.5%
VEREIT, 6.70%, Series Fc							57,812				1,481,721
TECHNOLOGY—SOFTWARE			0.2%
eBay, 6.00%, due 2/1/56							16,576				445,066
UTILITIES			1.8%
Dominion Resources, 5.25%, due 7/30/76, Series A							6,735				170,059
DTE Energy Co, 5.25%, due 12/1/77, Series E							14,725				371,953
DTE Energy Co., 5.375%, due 6/1/76, Series B							7,475				191,285
DTE Energy Co., 6.00, due 12/15/76, Series F							7,500				200,925

 

See accompanying notes to financial statements.

 

9

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

November 30, 2017

 

						Number of Shares/Units				Value
Georgia Power Co., 5.00%, due 10/1/77, Series 2017							10,675			$	270,078
Integrys Holdings, 6.00% to 8/1/23, due 8/1/73e							48,029				1,361,324
NextEra Energy Capital Holdings, 5.25%, due 6/1/76, Series K							1,441				36,789
SCE Trust IV, 5.375% to 9/15/25, Series Jc,e							20,160				536,054
Southern Co./The, 6.25%, due 10/15/75							54,000				1,445,040
Southern Co./The, 5.25%, due 12/1/77							17,000				425,340
											5,008,847
TOTAL PREFERRED SECURITIES—$25 PAR VALUE (Identified cost—$16,940,637)											17,994,353
						Principal Amount
PREFERRED SECURITIES—CAPITAL SECURITIES			5.1%
BANKS			0.8%
Bank of America Corp., 6.25% to 9/5/24, Series Xc,e						$	600,000				665,250
Citigroup, 6.25% to 8/15/26, Series Tc,e							415,000				464,800
CoBank ACB, 6.25% to 10/1/22, Series F, 144Ab,c,e							4,300	†			471,925
JPMorgan Chase & Co, 4.625% to 11/1/22, Series CCc,e							137,000				135,116
Wells Fargo Capital X, 5.95%, due 12/1/86, (TruPS)							250,000				286,993
											2,024,084
BANKS—FOREIGN			0.8%
Barclays PLC, 7.875% to 3/15/22 (United Kingdom)c,e							400,000				440,497
Royal Bank of Scotland Group PLC, 8.625% to 8/15/21 (United Kingdom)c,e							1,000,000				1,130,000
Societe Generale SA, 7.375% to 9/13/21, 144A (France)b,c,e							200,000				217,250
Societe Generale SA, 7.875% to 12/18/23, 144A (France)b,c,e							400,000				453,000
											2,240,747
INTEGRATED TELECOMMUNICATIONS SERVICES			0.4%
Centaur Funding Corp., 9.08%, due 4/21/20, 144A (Cayman Islands)b							500	†			565,742
SoftBank Group Corp., 6.00% to 7/19/23 (Japan)c,e							200,000				198,817
SoftBank Group Corp., 6.875% to 7/19/27 (Japan)c,e							200,000				203,024
											967,583

 

See accompanying notes to financial statements.

 

10

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

November 30, 2017

 

						Principal Amount				Value
MATERIAL—METALS & MINING			0.3%
BHP Billiton Finance USA Ltd., 6.75% to 10/19/25, due 10/19/75, 144A (Australia)b,e						$	800,000			$	936,920
PIPELINES			1.2%
Enbridge, 5.50% to 7/15/27, due 7/15/77 (Canada)e							1,430,000				1,430,000
Energy Transfer Partners LP, 6.625% to 2/15/28, Series Bc,e							90,000				88,931
Enterprise Products Operating LLC, 5.25% to 8/16/27, due 8/16/77, Series Ee							362,000				363,097
Plains All American Pipeline LP, 6.125% to 11/15/22, Series Bc,e							400,000				396,500
Transcanada Trust, 5.875% to 8/15/26, due 8/15/76, Series 16-A (Canada)e							936,000				1,021,597
											3,300,125
UTILITIES			1.6%
Emera, 6.75% to 6/15/26, due 6/15/76, Series 16-A (Canada)e							850,000				960,500
Enel SpA, 8.75% to 9/24/23, due 9/24/73, 144A (Italy)b,e							2,200,000				2,725,250
NextEra Energy Capital Holdings, 4.80% to 12/1/27, due 12/1/77e							170,000				171,957
Southern Co./The, 5.50% to 3/15/22, due 3/15/57, Series Be							400,000				424,495
											4,282,202
TOTAL PREFERRED SECURITIES—CAPITAL SECURITIES (Identified cost—$12,966,034)											13,751,661
						Number of Shares
SHORT-TERM INVESTMENTS			1.6%
MONEY MARKET FUNDS
State Street Institutional Treasury Money Market Fund, Premier Class, 1.02%f							4,334,340				4,334,340
TOTAL SHORT-TERM INVESTMENTS (Identified cost—$4,334,340)											4,334,340
TOTAL INVESTMENTS IN SECURITIES (Identified cost—$379,130,828)			139.1	%							376,934,625
LIABILITIES IN EXCESS OF OTHER ASSETS			(39.1	)							(105,934,541	)
NET ASSETS (Equivalent to $10.11 per share based on 26,793,340 shares of common stock outstanding)			100.0	%						$	271,000,084

 

See accompanying notes to financial statements.

 

11

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

SCHEDULE OF INVESTMENTS—(Continued)

November 30, 2017

 

Glossary of Portfolio Abbreviations

 

 

 

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

†	Represents shares.

a	All or a portion of the security is pledged as collateral in connection with the Fund’s credit agreement. $219,014,463 in aggregate has been pledged as collateral.

b	Resale is restricted to qualified institutional investors. Aggregate holdings amounted to $9,411,290 or 3.5% of the net assets of the Fund, of which 0.0% are illiquid.

c	Perpetual security. Perpetual securities have no stated maturity date, but they may be called/redeemed by the issuer. The date indicated, if any, represents the next call date.

d	Variable rate. Rate shown is in effect at November 30, 2017.

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

f	Rate quoted represents the annualized seven-day yield of the fund.

 

See accompanying notes to financial statements.

 

12

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

STATEMENT OF ASSETS AND LIABILITIES

November 30, 2017

 

ASSETS:
Investments in securities, at value (Identified cost—$379,130,828)		$	376,934,625
Cash			195
Receivable for:
Investment securities sold			280,471
Dividends and interest			269,942
Other assets			2,871
Total Assets			377,488,104
LIABILITIES:
Payable for:
Credit agreement			105,000,000
Investment securities purchased			593,522
Investment advisory fees			311,280
Dividends and distributions declared			138,750
Administration fees			24,902
Interest expense			11,317
Directors’ fees			2,583
Other liabilities			405,666
Total Liabilities			106,488,020
NET ASSETS		$	271,000,084
NET ASSETS consist of:
Paid-in capital		$	398,024,574
Dividends in excess of net investment income, net of income taxes			(10,705,907	)
Accumulated net realized loss, net of income taxes			(114,122,029	)
Net unrealized depreciation, net of income taxes			(2,196,554	)
		$	271,000,084
NET ASSET VALUE PER SHARE:
($271,000,084 ÷ 26,793,340 shares outstanding)		$	10.11
MARKET PRICE PER SHARE		$	9.38
MARKET PRICE PREMIUM (DISCOUNT) TO NET ASSET VALUE PER SHARE			(7.22	)%

 

See accompanying notes to financial statements.

 

13

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

STATEMENT OF OPERATIONS

For the Year Ended November 30, 2017

 

Investment Income:
Distributions from master limited partnerships		$	25,862,492
Less return of capital on distributions			(25,250,037	)
Net distributions from master limited partnerships			612,455
Dividend income (net of $64,015 of foreign withholding tax)			2,191,458
Interest income			556,012
Total Investment Income			3,359,925
Expenses:
Investment advisory fees			4,203,792
Interest expense			2,065,292
Professional fees			388,435
Administration fees			286,230
Line of credit fees			177,016
Shareholder reporting expenses			49,599
Custodian fees and expenses			35,436
Directors’ fees and expenses			24,620
Transfer agent fees and expenses			21,421
Miscellaneous			52,154
Total Expenses			7,303,995
Net Investment Income (Loss), net of income taxes			(3,944,070	)
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments			14,443,278
Foreign currency transactions			(3,054	)
Net realized gain (loss), net of income taxes			14,440,224
Net change in unrealized appreciation (depreciation) on:
Investments			(32,796,778	)
Foreign currency translations			(348	)
Net change in unrealized appreciation (depreciation), net of income taxes			(32,797,126	)
Net Realized and Unrealized Gain (Loss), net of income taxes			(18,356,902	)
Net Increase (Decrease) in Net Assets Resulting from Operations		$	(22,300,972	)

 

See accompanying notes to financial statements.

 

14

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

STATEMENT OF CHANGES IN NET ASSETS

 

		For the Year Ended November 30, 2017				For the Year Ended November 30, 2016
Change in Net Assets:
From Operations:
Net investment income (loss), net of income taxes		$	(3,944,070	)		$	(4,648,581	)
Net realized gain (loss), net of income taxes			14,440,224				(127,421,839	)
Net change in unrealized appreciation (depreciation), net of income taxes			(32,797,126	)			132,993,645
Net increase (decrease) in net assets resulting from operations			(22,300,972	)			923,225
Dividends and Distributions to Shareholders from:
Net investment income			(5,375,074	)			—
Return of capital			(19,381,972	)			(31,455,381	)
Total dividends and distributions to shareholders			(24,757,046	)			(31,455,381	)
Total increase (decrease) in net assets			(47,058,018	)			(30,532,156	)
Net Assets:
Beginning of year			318,058,102				348,590,258
End of yeara		$	271,000,084			$	318,058,102

 

 

a	Includes dividends in excess of net investment income, net of income taxes of $10,705,907 and $1,386,763, respectively.

 

See accompanying notes to financial statements.

 

15

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

STATEMENT OF CASH FLOWS

For the Year Ended November 30, 2017

 

Increase (Decrease) in Cash:
Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations		$	(22,300,972	)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by operating activities:
Purchases of long-term investments			(197,158,000	)
Proceeds from sales and maturities of long-term investments			196,229,137
Net purchases, sales and maturities of short-term investments			(134,340	)
Return of capital on distributions			25,250,037
Net amortization of premium on investments			37,370
Net decrease in dividends and interest receivable and other assets			100,304
Net increase in interest expense payable, accrued expenses and other liabilities			43,115
Net change in unrealized depreciation on investments			32,796,778
Net realized gain on investments			(14,443,278	)
Cash provided by operating activities			20,420,151
Cash Flows from Financing Activities:
Dividends paid			(24,772,080	)
Increase (decrease) in cash			(4,351,929	)
Cash at beginning of year (including foreign currency)			4,352,124
Cash at end of year		$	195

Supplemental Disclosure of Cash Flow Information:

During the year ended November 30, 2017, interest paid was $2,065,292.

The Fund received $727,397 from paid-in-kind stock dividends for the year ended November 30, 2017. See Note 1 Organization and Significant Accounting Policies.

 

See accompanying notes to financial statements.

 

16

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

FINANCIAL HIGHLIGHTS

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

 

		For the Year Ended November 30,																For the Period March 26,  2013b through November 30, 2013a
Per Share Operating Performance:		2017				2016				2015a				2014a
Net asset value, beginning of period		$	11.87			$	13.01			$	22.50			$	19.44			$	19.10
Income (loss) from investment operations:
Net investment income (loss)c			(0.15	)			(0.17	)			0.06				(0.01	)			(0.03	)
Net realized and unrealized gain (loss)			(0.69	)			0.20				(8.24	)			4.33				1.04
Total from investment operations			(0.84	)			0.03				(8.18	)			4.32				1.01
Less dividends and distributions to shareholders from:
Net investment income			(0.20	)			—				(0.18	)			—				(0.04	)
Net realized gain			—				—				—				(1.09	)			(0.05	)
Return of capital			(0.72	)			(1.17	)			(1.14	)			(0.17	)			(0.54	)
Total dividends and distributions to shareholders			(0.92	)			(1.17	)			(1.32	)			(1.26	)			(0.63	)
Offering costs charged to paid-in capital			—				—				—				—				(0.04	)
Anti-dilutive effect from the repurchase of shares			—				—				0.01				0.00	d			0.00	d
Net increase (decrease) in net asset value			(1.76	)			(1.14	)			(9.49	)			3.06				0.34
Net asset value, end of period		$	10.11			$	11.87			$	13.01			$	22.50			$	19.44
Market value, end of period		$	9.38			$	10.37			$	11.09			$	20.25			$	17.38
Total net asset value returne			–7.27	%			2.75	%			–37.40	%			23.36	%			5.34	%f
Total market value returne			–1.52	%			5.31	%			–40.71	%			24.18	%			–10.06	%f

 

See accompanying notes to financial statements.

 

17

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

FINANCIAL HIGHLIGHTS—(Continued)

 

 

		For the Year Ended November 30,																For the Period March 26,  2013b through November 30, 2013a
Ratios/Supplemental Data:		2017				2016				2015a				2014a
Net assets, end of period (in millions)		$	271.0			$	318.1			$	348.6			$	604.3			$	522.0
Ratio of expenses to average daily net assetsg			2.32	%			2.95	%			(0.74	)%			4.15	%			3.48	%h
Ratio of expenses to average daily net assets (excluding deferred tax benefit/expense)			2.32	%			2.95	%			2.47	%			2.26	%			2.42	%h
Ratio of expenses to average daily net assets (excluding deferred tax benefit/expense and interest expense)			1.66	%			2.16	%			1.73	%			1.63	%			1.71	%h
Ratio of net investment income (loss) to average daily net assetsg			(1.25	)%			(1.63	)%			4.10	%			(2.25	)%			(1.64	)%h
Ratio of net investment income (loss) to average daily net assets (excluding deferred tax benefit/expense allocated to realized and unrealized gain (loss))			(1.25	)%			(1.63	)%			0.34	%			(0.07	)%			(0.36	)%h
Ratio of expenses to average daily managed assetsg,i			1.74	%			2.09	%			(0.51	)%			2.99	%			2.54	%h
Portfolio turnover rate			46	%			54	%			29	%			28	%			25	%f
Credit Agreement
Asset coverage ratio for credit agreement			358	%			403	%			255	%			369	%			332	%
Asset coverage per $1,000 for credit agreement		$	3,581			$	4,029			$	2,549			$	3,686			$	3,320

 

 

a	Consolidated with Cohen & Steers MLP Investment Fund (the Subsidiary). After the close of business on November 30, 2015, all of the assets and liabilities of the Subsidiary were transferred to the Fund in a tax-free transaction.

b	Commencement of operations.

c	Calculation based on average shares outstanding.

d	Amount is less than $0.005.

e

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

f	Not annualized.

g	Ratio includes the deferred tax benefit/expense allocated to net investment income (loss) and the deferred tax benefit/expense allocated to realized and unrealized gain (loss), if any.

h	Annualized.

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

 

See accompanying notes to financial statements.

 

18

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS

Note 1. Organization and Significant Accounting Policies

Cohen & Steers MLP Income and Energy Opportunity Fund, Inc. (the Fund) was incorporated under the laws of the State of Maryland on December 13, 2012 and is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a non-diversified, closed-end management investment company. The Fund’s investment objective is to provide attractive total return, comprised of high current income and price appreciation.

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

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

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

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

Fixed-income securities are valued on the basis of prices provided by a third-party pricing service or third-party broker-dealers when such prices are believed by the investment advisor, pursuant to delegation by the Board of Directors, to reflect the fair value of such securities. The pricing services or broker-dealers use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services or broker-dealers may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services or broker-dealers also utilize proprietary valuation models which may consider market transactions in comparable securities and the various relationships between securities in determining fair value and/or characteristics such as

 

19

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

benchmark yield curves, option-adjusted spreads, credit spreads, estimated default rates, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features which are then used to calculate the fair values.

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

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

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

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

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

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

 

•

Level 1—quoted prices in active markets for identical investments

•

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

 

20

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

•

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

The inputs or methodology used for valuing investments may or may not be an indication of the risk associated with those investments.

For movements between the levels within the fair value hierarchy, the Fund has adopted a policy of recognizing the transfer at the end of the period in which the underlying event causing the movement occurred. Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. There were no transfers between Level 1 and Level 2 investments as of November 30, 2017.

The following is a summary of the inputs used as of November 30, 2017 in valuing the Fund’s investments carried at value:

 

		Total				Quoted Prices in Active Markets for Identical Investments (Level 1)				Other Significant Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Master Limited Partnerships and Related Companies		$	340,854,271			$	340,854,271			$	—			$	—
Preferred Securities— $25 Par Value:
Utilities			5,008,847				3,647,523				1,361,324				—
Other Industries			12,985,506				12,985,506				—				—
Preferred Securities— Capital Securities			13,751,661				—				13,751,661				—
Short-Term Investments			4,334,340				—				4,334,340				—
Total Investmentsa		$	376,934,625			$	357,487,300			$	19,447,325			$	—

 

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

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

 

		Master Limited Partnerships and Related Companies— Gathering & Processing
Balance as of November 30, 2016		$	1,148,691
Sales			(1,361,429	)
Realized gain (loss)			167,190
Change in unrealized appreciation (depreciation)			45,548
Balance as of November 30, 2017		$	—

 

21

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Security Transactions and Investment Income: Security transactions are recorded on trade date. Realized gains and losses on investments sold are recorded on the basis of identified cost. Interest income is recorded on the accrual basis. Discounts are accreted and premiums are amortized over the life of the respective securities. Dividend income is recorded on the ex-dividend date, except for certain dividends on foreign securities, which are recorded as soon as the Fund is informed after the ex-dividend date. Distributions from MLPs are recorded as income and return of capital based on information reported by the MLPs and management’s estimates of such amounts based on historical information. These estimates are adjusted when the actual source of distributions is disclosed by the MLPs and actual amounts may differ from the estimated amounts. For the year ended November 30, 2017, the Fund has estimated approximately 97.6% of distributions from MLPs as return of capital.

The Fund received paid-in-kind stock dividends in the form of additional units from its investment in Enbridge Energy Management, LLC. The additional units are not reflected in investment income during the period received but are recorded as an adjustment to the cost of the security. For the year ended November 30, 2017, the Fund received the following paid-in-kind stock dividends:

 

Enbridge Energy Management, LLC		$	727,397

Master Limited Partnerships: Entities commonly referred to as MLPs are generally organized under state law as limited partnerships or limited liability companies. The Fund invests in MLPs receiving partnership taxation treatment under the Internal Revenue Code of 1986, as amended (the Code), and whose interest or “units” are traded on securities exchanges like shares of corporate stock. To be treated as a partnership for U.S. federal income tax purposes, an MLP whose units are traded on a securities exchange must receive at least 90% of its income from qualifying sources such as interest, dividends, real property rents, gains on dispositions of real property, income and gains from mineral or natural resources activities, income and gains from the transportation or storage of certain fuels, and, in certain circumstances, income and gains from commodities or futures, forwards and options on commodities. Mineral or natural resources activities include exploration, development, production, processing, mining, refining, marketing and transportation (including pipelines) of oil and gas, minerals, geothermal energy, fertilizer, timber or industrial source carbon dioxide. An MLP consists of a general partner and limited partners (or in the case of MLPs organized as limited liability companies, a managing member and members). The general partner or managing member typically controls the operations and management of the MLP and has an ownership stake in the partnership or limited liability company. The limited partners or members, through their ownership of limited partner or member interests, provide capital to the entity, are intended to have no role in the operation and management of the entity and receive cash distributions. The Fund’s investments in MLPs consist only of limited partner or member interests ownership. The MLPs themselves generally do not pay U.S. federal income taxes and unlike investors in corporate securities, direct MLP investors are generally not subject to double taxation (i.e., corporate level tax and tax on corporate dividends). Currently, most MLPs operate in the energy and/or natural resources sector.

Foreign Currency Translation: The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon prevailing exchange rates on the date of valuation. Purchases and sales of

 

22

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollars based upon prevailing exchange rates on the respective dates of such transactions. The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

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

Dividends and Distributions to Shareholders: The Fund makes regular monthly distributions pursuant to the Policy. Dividends from net investment income, if any, are declared quarterly and paid monthly. Dividends and distributions to shareholders are recorded on the ex-dividend date and are automatically reinvested in full and fractional shares of the Fund in accordance with the Fund’s Reinvestment Plan, unless the shareholder has elected to have them paid in cash.

Distributions paid by the Fund are subject to recharacterization for tax purposes. Based upon the results of operations for the year ended November 30, 2017, a significant portion of the dividends have been characterized as distributions from return of capital.

Income Taxes: The Fund, which is treated as a C corporation for U.S. Federal income tax purposes, is obligated to pay federal and state income tax on its taxable income. The Fund invests its assets primarily in MLPs, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, the Fund reports its allocable share of the MLPs taxable income in computing its own taxable income. Deferred income taxes reflect (i) taxes on unrealized gains (losses), which are attributable to the temporary difference between fair market value and tax basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and (iii) the net tax benefit of accumulated net operating and capital losses. To the extent the Fund has a deferred tax asset, consideration is given as to whether or not a valuation allowance, which would offset some or all of the deferred tax asset, is required. A valuation allowance is required if based on the evaluation criterion provided by ASC 740, Income Taxes, it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, the duration of statutory carryforward periods and the associated risk that operating and capital loss carryforwards may expire unused. From time to time, as new information becomes available, the Fund modifies its estimates or assumptions regarding the deferred tax asset or liability.

For all open tax years and for all major jurisdictions, management of the Fund has analyzed and concluded that there are no significant uncertain tax positions that would require recognition in the

 

23

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

financial statements. Furthermore, management of the Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund’s tax positions for the tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and by state departments of revenue.

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

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

For the services provided to the Fund, the investment advisor receives a fee, accrued daily and paid monthly, at the annual rate of 1.00% of the average daily managed assets of the Fund. Managed assets are equal to the net assets of the common shares plus the amount of any borrowings, used for leverage, outstanding.

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

Administration Fees: The Fund has entered into an administration agreement with the investment advisor under which the investment advisor performs certain administrative functions for the Fund and receives a fee, accrued daily and paid monthly, at the annual rate of 0.05% of the Fund’s average daily managed assets. On June 13, 2017, the Board of Directors of the Fund approved an amendment with the investment advisor, effective October 1, 2017, to the Fund’s administration agreement increasing the administration fee to 0.08% of the Fund’s average daily managed assets. For the year ended November 30, 2017, the Fund incurred $229,589 in fees under this administration agreement. Additionally, the Fund pays State Street Bank and Trust Company as co-administrator under a fund accounting and administration agreement.

Directors’ and Officers’ Fees: Certain directors and officers of the Fund are also directors, officers and/or employees of the investment advisor. The Fund does not pay compensation to directors and officers affiliated with the investment advisor except for the Chief Compliance Officer, who received compensation from the investment advisor, which was reimbursed by the Fund, in the amount of $4,834 for the year ended November 30, 2017.

 

24

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Note 3. Purchases and Sales of Securities

Purchases and sales of securities, excluding short-term investments, for the year ended November 30, 2017, totaled $197,254,552 and $192,786,083, respectively.

Note 4. Income Tax Information

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

 

		For the Year Ended November 30,
		2017				2016
Ordinary income		$	5,375,074			$	—
Return of capital			19,381,972				31,455,381
Total dividends and distributions			24,757,046			$	31,455,381

As of November 30, 2017, the tax-basis components of accumulated earnings, the federal tax cost and net unrealized appreciation (depreciation) in value of investments held were as follows:

 

Cost of investments in securities for federal income tax purposes		$	336,031,048
Gross unrealized appreciation on investments		$	60,016,115
Gross unrealized depreciation on investments			(19,112,538	)
Net unrealized appreciation (depreciation) on investments		$	40,903,577

The Fund’s income tax expense/(benefit) for the year ended November 30, 2017 consists of the following:

 

		Deferred
Federal		$	(7,318,575	)
State			29,372
Valuation Allowance			7,289,203
Total tax expense/(benefit)		$	—

 

25

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting and tax purposes. Components of the Fund’s deferred tax assets and liabilities as of November 30, 2017, are as follows:

 

Deferred tax assets:
Net operating loss		$	29,282,009
Capital loss carryforward			35,318,453
Other			322,448
Valuation allowance			(49,870,787	)
Total deferred tax asset			15,052,123
Deferred tax liabilities:
Unrealized gain on investments			(15,052,123	)
Total net deferred tax asset/(liability)		$	—

Other deferred tax assets represents net operating and capital losses for certain MLP securities held in the portfolio at November 30, 2017 which will be available upon disposition of these securities.

The Fund reviews the recoverability of its deferred tax assets based upon the weight of the available evidence. When assessing, the Fund’s management considers available carrybacks, reversing temporary taxable differences, and tax planning, if any. As a result of management’s analysis of the recoverability of the Fund’s deferred tax assets, as of November 30, 2017, the Fund recorded a valuation allowance of $49,870,787. The Fund will continue to assess the need for a valuation allowance

in the future. Significant increases in the fair value of its portfolio of investments may change the Fund’s assessment of the recoverability of these assets and may result in the removal of the valuation allowance against all or a portion of the Fund’s gross deferred tax assets.

Total income tax expense/(benefit) (current and deferred) has been computed by applying the federal statutory income tax rate of 35% plus a blended state income tax rate of 1.85% to the Fund’s net investment income and realized and unrealized gains (losses) on investments before taxes for the year ended November 30, 2017, as follows:

 

		Deferred
Application of statutory income tax benefit		$	(7,805,340	)
State income taxes, net of federal benefit			(411,631	)
Tax benefit on permanent items			347,433
Change in estimated state deferred tax rate			111,924
Other adjustments			468,411
Change in valuation allowance			7,289,203
Total income tax benefit		$	—

The Fund’s tax expense or benefit, if any, is included in the Statement of Operations based on the component of income or gains (losses) to which such expense or benefit relates.

 

26

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Net operating loss carryforwards of $79,848,650 are available to offset future taxable income. Net operating loss carryforwards can be carried forward for 20 years and, accordingly, would begin to expire as of November 30, 2033. The Fund has net operating loss carryforwards for federal income tax purposes as follows:

 

Year Ended				Amount						Expiration
November 30, 2013				$	1,343,285					November 30, 2033
November 30, 2014					19,633,915					November 30, 2034
November 30, 2015					36,870,973					November 30, 2035
November 30, 2016					9,144,606					November 30, 2036
November 30, 2017					12,855,871					November 30, 2037

Net capital loss carryforwards of $95,854,760 are available to offset future capital gains. Capital loss carryforwards can be carried forward for 5 years and, accordingly, would begin to expire as of November 30, 2020. The Fund has net capital loss carryforwards for federal income tax purposes as follows:

 

Year Ended				Amount						Expiration
November 30, 2015				$	2,588,344					November 30, 2020
November 30, 2016					93,266,416					November 30, 2021

During the year ended November 30, 2017, the Fund utilized net capital loss carryforwards of $6,813,875.

Note 5. Capital Stock

The Fund is authorized to issue 250 million shares of common stock at a par value of $0.001 per share.

During the years ended November 30, 2017 and November 30, 2016, the Fund did not issue any shares of common stock for the reinvestment of dividends.

On December 6, 2016, the Board of Directors approved the continuation of the delegation of its authority to management to effect repurchases, pursuant to management’s discretion and subject to market conditions and investment considerations, of up to 10% of the Fund’s common shares outstanding (Share Repurchase Program) as of January 1, 2017 through December 31, 2017.

During the years ended November 30, 2017 and November 30, 2016, the Fund did not effect any repurchases.

Note 6. Borrowings

The Fund entered into an amended and restated credit agreement (the credit agreement) with BNP Paribas Prime Brokerage International, Ltd. (BNPP) in which the Fund paid a monthly financing charge based on a combination of LIBOR-based variable and fixed rates. The commitment amount of the credit agreement was $225,000,000. The Fund also paid a fee of 0.55% per annum on any unused portion of the credit agreement. In response to a significant decline in the MLP market the Fund paid down the

 

27

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

$67,500,000 variable-rate tranche under the credit agreement with BNPP in January 2016. In addition, the Fund converted to variable rate and paid down the $52,500,000 4-year fixed-rate tranche. In accordance with the terms of the credit agreement, the Fund paid a fee of $1,432,000 to BNPP in connection with this conversion, which was amortized over one year. On February 17, 2016, the Fund entered into an amended and restated credit agreement with BNPP, which reduced the commitment amount of the credit agreement to the current loan amount outstanding of $105,000,000. Under the amended agreement, the Fund may draw on the credit line up to the maximum $225,000,000 commitment amount on one day’s notice to, and with approval by, BNPP. In addition, the fee on any unused portion of the credit agreement was reduced from 0.55% per annum to 0.45% per annum. The Fund also pays a monthly financing charge based on fixed rates.

BNPP may not change certain terms of the credit agreement except upon 360 days’ notice. Also, if the Fund violates certain other conditions, the credit agreement may be terminated. The Fund is required to pledge portfolio securities as collateral in an amount up to two times the loan balance outstanding (or more depending on the terms of the credit agreement) and has granted a security interest in the securities pledged to, and in favor of, BNPP as security for the loan balance outstanding.

If the Fund fails to meet certain requirements, or maintain other financial covenants required under the credit agreement, the Fund may be required to repay immediately, in part or in full, the loan balance outstanding under the credit agreement, necessitating the sale of portfolio securities at potentially inopportune times. The Fund may, upon prior written notice to BNPP, prepay all or a portion of the fixed rate portions of the credit facility. The Fund may have to pay a breakage fee with respect to a prepayment of all or a portion of the fixed rate financing under the credit facility.

As of November 30, 2017, the Fund had outstanding borrowings of $105,000,000. During the year ended November 30, 2017, the Fund borrowed an average daily balance of $105,000,000 at a weighted average borrowing cost of 1.9%.

Note 7. Other Risks

MLP Investment Risk: An investment in MLPs involves risks that differ from a similar investment in equity securities, such as common stock, of a corporation. Holders of equity securities issued by MLPs have the rights typically afforded to limited partners in a limited partnership. As compared to common shareholders of a corporation, holders of such equity securities have more limited control and limited rights to vote on matters affecting the partnership. MLPs may have additional expenses, as some MLPs pay incentive distribution fees to their general partners. Additionally, conflicts of interest may exist among common unit holders, subordinated unit holders and the general partner or managing member of an MLP; for example a conflict may arise as a result of incentive distribution payments.

MLPs may have comparatively smaller capitalizations relative to issuers whose securities are included in major benchmark indexes which presents unique investment risks. MLPs and other small capitalization companies often have limited product lines, markets, distribution channels or financial resources, and the management of such companies may be dependent upon one or a few key people. The market movements of equity securities issued by MLPs and other small capitalization companies may be more abrupt or erratic than the market movements of equity securities of larger, more

 

28

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

established companies or the stock market in general. MLPs and other smaller capitalization companies have sometimes gone through extended periods when they did not perform as well as larger companies. In addition, equity securities of smaller capitalization companies generally are less liquid than those of larger companies. This means that the Fund could have greater difficulty selling such securities at the time and price that the Fund would like.

MLPs are subject to significant regulation and may be adversely affected by changes in the regulatory environment. The value of MLPs depends largely on the MLPs being treated as partnerships for U.S. federal income tax purposes. If MLPs were subject to U.S. federal income taxation as a corporation, the MLPs would be required to pay U.S. federal income tax on their taxable income which would have the effect of reducing the amount of cash available for distribution to the MLP unitholders. This would also cause any such distributions received by the Fund to be taxed as dividend income to the extent of the MLP’s current or accumulated earnings and profits. As a result, after-tax returns could be reduced, which could cause a decline in the value of MLPs.

Energy Sector Risk: The Fund is 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. In addition, there are several specific risks associated with investments in the energy sector, including the following: Commodity Price Risk, Depletion Risk, Supply and Demand Risk, Regulatory Risk, Acquisition Risk, Weather Risks, Exploration Risk, Catastrophic Event Risk, Interest Rate Transaction Risk, Affiliated Party Risk and Limited Partner Risk and Risks of Subordinated MLP Units. MLPs which invest in the energy industry may be highly volatile due to significant fluctuation in the prices of energy commodities as well as political and regulatory developments.

Market Volatility Risk: Under normal market conditions, the Fund will invest at least 80% of its managed assets in energy-related MLPs and companies that are involved in the exploration, production, gathering, transportation, processing, storage, refining, distribution or marketing of natural gas, natural gas liquids (including propane), crude oil, refined petroleum products, coal or other energy sources (Related Companies). The Fund’s strategy of focusing its investments in MLPs and Related Companies means that the performance of the Fund will be closely tied to the performance of the energy infrastructure industry. Market volatility in the energy markets may significantly affect the performance of the energy infrastructure industry, as well as the performance of the MLPs and Related companies in which the Fund invests. In addition, volatility in the energy markets may affect the ability of MLPs and 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.

Interest Rate Risk to MLPs and Related Companies: Rising interest rates could increase the costs of capital thereby increasing operating costs and reducing the ability of MLPs and other entities operating in the energy sector to carry out acquisitions or expansions in a cost-effective manner. As a result, rising interest rates could negatively affect the financial performance of MLPs and other entities operating in the energy sector. Rising interest rates may also impact the price of the securities of MLPs and other entities operating in the energy sector as the yields on alternative investments increase. These risks may be greater in the current market environment because certain interest rates are at historically low levels.

 

29

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Counterparty Risk: Weakening energy market fundamentals may increase counterparty risk and impact MLP profitability. Specifically, energy companies suffering financial distress may be able to abrogate contracts with MLPs, decreasing or eliminating sources of revenue.

Liquidity Risk: 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. 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 investment advisor believes it is desirable to do so.

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

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

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.

 

30

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

Preferred Securities Risk: Preferred securities are subject to credit risk, which is the risk that a security will decline in price, or the issuer of the security will fail to make dividend, interest or principal payments when due, because the issuer experiences a decline in its financial status. Preferred securities are also subject to interest rate risk and may decline in value because of changes in market interest rates. The Fund may be subject to a greater risk of rising interest rates than would normally be the case in an environment of low interest rates and the effect of potential government fiscal policy initiatives and resulting market reaction to those initiatives. In addition, an issuer may be permitted to defer or omit distributions. Preferred securities are also generally subordinated to bonds and other debt instruments in a company’s capital structure. During periods of declining interest rates, an issuer may be able to exercise an option to redeem (call) its issue at par earlier than scheduled, and the Fund may be forced to reinvest in lower yielding securities. Certain preferred securities may be substantially less liquid than many other securities, such as common stocks. Generally, preferred security holders have no voting rights with respect to the issuing company unless certain events occur. Certain preferred securities may give the issuers special redemption rights allowing the securities to be redeemed prior to a specified date if certain events occur, such as changes to tax or securities laws.

Geopolitical Risk: Occurrence of global events similar to those in recent years, such as war, terrorist attacks, natural disasters, country instability, infectious disease epidemics, market instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers and other governmental trade or market control programs, the potential exit of a country from its respective union and related geopolitical events, may result in market volatility and may have long-lasting impacts on both the U.S. and global financial markets. Additionally, those events, as well as other changes in foreign and domestic political and economic conditions, could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, secondary trading, credit ratings, inflation, investor sentiment and other factors affecting the value of the Fund’s investments. The decision of the United Kingdom (UK) to exit from the European Union following the June 2016 vote on the matter (referred to as Brexit) may cause uncertainty and thus adversely impact financial results of the Fund and the global financial markets. Growing tensions between the United States and other foreign powers, or among foreign powers, and possible diplomatic, trade or other sanctions could adversely impact the markets and the Fund. The strengthening 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.

Regulatory Risk: The U.S. government has proposed and adopted multiple regulations that could have a long-lasting impact on the Fund and on the mutual fund industry in general. The U.S. Securities and Exchange Commission’s (SEC) proposed rules governing the use of derivatives by registered investment companies, the Department of Labor’s (DOL) final rule on conflicts of interest on fiduciary investment advice, as well as the SEC’s final rules and amendments to modernize the reporting and disclosure (Modernization) could, among other things, restrict and/or increase the cost of the Fund’s ability to engage in transactions and/or increase overall expenses of the Fund. In addition, Congress, various exchanges and regulatory and self-regulatory authorities, both domestic and foreign, have undertaken reviews of options and futures trading in light of market volatility. Among the actions that have been taken or proposed to be taken are new limits and reporting requirements for speculative

 

31

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

positions, new or more stringent daily price fluctuation limits for futures and options transactions, and increased margin requirements for various types of futures transactions. While the full extent of all of these regulations is still unclear, these regulations and actions may adversely affect the instruments in which the Fund invests and its ability to execute its investment strategy.

Note 8. Other

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

Note 9. New Accounting Guidance

In August 2016, the Financial Accounting Standards Board (FASB) issued a new Accounting Standards Update (ASU) No. 2016-15, “Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments, a consensus of the FASB’s Emerging Issues Task Force” (ASU 2016-15). ASU 2016-15 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The issues addressed in ASU 2016-15 are: debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, distributions received from equity method investments, beneficial interests in securitization transactions; and, separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for interim and annual reporting periods beginning after December 15, 2017. The Fund does not expect the adoption of the new standard to have a material effect on its financial statements and related disclosures.

In November 2016, the FASB issued a new ASU No. 2016-18, “Statement of Cash Flows (Topic 230), Restricted Cash, a consensus of the FASB’s Emerging Issues Task Force” (ASU 2016-18). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in ASU 2016-18 do not provide a definition of restricted cash or restricted cash equivalents. ASU 2016-18 is effective for interim and annual reporting periods beginning after December 15, 2017. The Fund does not expect the adoption of the new standard to have a material effect on its financial statements and related disclosures.

In October 2016, the SEC adopted new rules and amended existing rules (together, the “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is for periods ending after August 1, 2017.

 

32

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

NOTES TO FINANCIAL STATEMENTS—(Continued)

 

The adoption of these amendments, effective with these financial statements for the period ending November 30, 2017, required amended and additional disclosures reflected herein, but had no effect on the Fund’s net assets or results of operations.

In March 2017, the FASB issued ASU No. 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in the ASU shorten the amortization period for certain callable debt securities, held at a premium, to be amortized to the earliest call date. The ASU is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. The adoption will have no effect on the Fund’s net assets or results of operations.

Note 10. Subsequent Events

On December 5, 2017, the Board of Directors approved the continuation of the delegation of its authority to management to effect repurchases, pursuant to management’s discretion and subject to market conditions and investment considerations, of up to 10% of the Fund’s common shares outstanding (Share Repurchase Program) as of January 1, 2018 through December 31, 2018.

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 was signed into law, which, among other things, reduces the federal income tax rate for corporations for taxable years beginning after December 31, 2017. Upon enactment, management evaluated the impact the Tax Cuts and Jobs Act had on the Fund and adjusted the federal statutory income tax rate and blended state income tax rate that is applied to the Fund’s deferred tax assets and deferred tax liabilities to 21% and 2.24%, respectively. In addition, the Fund’s valuation allowance was correspondingly reduced to reflect the new federal and blended state income tax rates and as a result, there was no impact to the net asset value of the Fund. Further modifications of the Fund’s estimates or assumptions regarding its deferred tax balances and any applicable valuation allowance could result in increases or decreases in the Fund’s net asset value per share, which could be material.

Management has evaluated events and transactions occurring after November 30, 2017 through the date that the financial statements were issued, and has determined that no additional disclosure in the financial statements is required.

 

33

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of the

Cohen & Steers MLP Income and Energy Opportunity Fund, Inc.

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations, of changes in net assets, and of cash flows and the financial highlights present fairly, in all material respects, the financial position of the Cohen & Steers MLP Income and Energy Opportunity Fund, Inc. (the “Fund”) as of November 30, 2017, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities as of November 30, 2017 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

New York, New York

January 26, 2018

 

34

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

AVERAGE ANNUAL TOTAL RETURNS

(Periods ended November 30, 2017) (Unaudited)

 

Based on Net Asset Value

Based on Market Value

One Year

Since Inception (3/26/13)

One Year

Since Inception (3/26/13)

–7.27%

–5.29%

–1.52%

–7.71%

The performance data quoted represent past performance. Past performance is no guarantee of future results. The investment return will vary and the principal value of an investment will fluctuate and shares, if sold, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Performance results reflect the effect of leverage from utilization of borrowings under a credit agreement. Current total returns of the Fund can be obtained by visiting our website at cohenandsteers.com. The Fund’s returns assume the reinvestment of all dividends and distributions at prices obtained under the Fund’s dividend reinvestment plan.

REINVESTMENT PLAN

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

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

The Plan Agent will receive cash from the Fund with which to buy common shares in the open market if, on the Dividend payment date, the net asset value (NAV) per share exceeds the market price per share plus estimated brokerage commissions on that date. The Plan Agent will receive the Dividend in newly issued common shares of the Fund if, on the Dividend payment date, the market price per share plus estimated brokerage commissions equals or exceeds the NAV per share of the Fund on that date. The number of shares to be issued will be computed at a per share rate equal to the greater of (i) the NAV or (ii) 95% of the closing market price per share on the payment date.

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

 

35

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

market purchases and the uninvested portion of such Dividends shall be filled through the issuance of new shares of common stock from the Fund at the price set forth in the immediately preceding paragraph.

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

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

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

OTHER INFORMATION

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

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

Please note that distributions paid by the Fund to shareholders are subject to recharacterization for tax purposes and are taxable up to the amount of the Fund’s current or accumulated earnings and profits. Distributions in excess of the Fund’s current earnings and profits are a return of capital distributed from the Fund’s assets. The final tax treatment of all distributions is reported to shareholders on their 1099-DIV forms, which are mailed after the close of each calendar year. Distributions of capital decrease the Fund’s total assets and, therefore, could have the effect of increasing the Fund’s expense ratio. In addition, in order to make these distributions, the Fund may have to sell portfolio securities at a less than opportune time.

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

 

36

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

Election of Additional Director

Effective September 12, 2017, the Board of Directors voted to increase the number of directors on the Fund’s Board of Directors from twelve to thirteen and elected Daphne L. Richards as a Director of the Fund.

In addition to her tenure as a Director of various Cohen & Steers Funds, Ms. Richards has served as an Independent Director of Cartica Management, LLC since 2015. She has also been a Member of the Investment Committee of the Berkshire Taconic Community Foundation since 2015, a Member of the Advisory Board of Northeast Dutchess Fund since 2016, a Member of the “100 Women in Finance” Global Association Board and Chair of its Advisory Council since 2012, and has been the President and CIO of Ledge Harbor Management since 2016. Previously, Ms. Richards worked at Bessemer Trust Company from 1999 to 2014. Prior thereto, Ms. Richards held investment positions at Frank Russell Company from 1996 to 1999, Union Bank of Switzerland from 1993 to 1996, Credit Suisse from 1990 to 1993, and Hambros International Venture Capital Fund from 1988 to 1989.

Change in Board of Directors

On December 5, 2017, the Board of Directors voted to decrease the number of directors on the Fund’s Board of Directors from thirteen to ten, effective January 1, 2018. Directors Bonnie Cohen and Richard E. Kroon retired from the Board of Directors on December 31, 2017 pursuant to the Fund’s mandatory retirement policy. Director Richard J. Norman resigned from the Board of Directors on December 31, 2017.

Implementation of Asset Allocation Strategy Group

The Asset Allocation Strategy Group (ASG) aggregates economic outlook, risk and relative value to develop views across asset classes and makes recommendations on allocations among the asset classes. Each portfolio manager of the Fund oversees the implementation of the ASG’s asset allocation recommendations for his respective asset class, and to the best degree possible considering portfolio objectives and constraints, has discretion to adjust the ASG’s recommended allocations. Each portfolio manager on the team then directs and supervises allocation decisions for their respective asset class, and leads and guides the other members of their investment team.

APPROVAL OF INVESTMENT ADVISORY AND SUBADVISORY AGREEMENTS

The Board of Directors of the Fund, including a majority of the directors who are not parties to the Fund’s investment advisory agreement (the Investment Advisory Agreement) and subadvisory agreements (the Subadvisory Agreements, and together with the Investment Advisory Agreement, the Advisory Agreements), or interested persons of any such party (Independent Directors), has the responsibility under the 1940 Act to approve the Fund’s Advisory Agreements for their initial two-year term and their continuation annually thereafter at a meeting of the Board of Directors called for the purpose of voting on the approval or continuation. At a meeting of the Independent Directors held on June 6, 2017 and at a meeting of the full Board of Directors held in person on June 13, 2017, the Advisory Agreements were discussed and were unanimously continued for a term ending June 30, 2018 by the Fund’s Board of Directors, including the Independent Directors. The Independent Directors were represented by independent counsel who assisted them in their deliberations during the meetings and executive sessions.

 

37

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

In considering whether to continue the Advisory Agreements, the Board of Directors reviewed materials provided by an independent data provider, which included, among other things, fee, expense and performance information compared to peer funds (Peer Funds) and performance comparisons to a larger category universe; summary information prepared by the Fund’s investment advisor (the Investment Advisor); and a memorandum from Fund Counsel outlining the legal duties of the Board of Directors. The Board of Directors also spoke directly with representatives of the independent data provider and met with investment advisory personnel. In addition, the Board of Directors considered information provided from time to time by the Investment Advisor throughout the year at meetings of the Board of Directors, including presentations by portfolio managers relating to the investment performance of the Fund and the investment strategies used in pursuing the Fund’s objective. In particular, the Board of Directors considered the following:

(i) The nature, extent and quality of services to be provided by the Investment Advisor and the Subadvisors: The Board of Directors reviewed the services that the Investment Advisor and the sub-investment advisors (the Subadvisors) provide to the Fund, including, but not limited to, making the day-to-day investment decisions for the Fund, and, for the Investment Advisor, generally managing the Fund’s investments in accordance with the stated policies of the Fund. The Board of Directors also discussed with officers and portfolio managers of the Fund the types of investments made on behalf of the Fund. Additionally, the Board of Directors took into account the services provided by the Investment Advisor and the Subadvisors to other funds and accounts, including those that have investment objectives and strategies similar to the Fund. The Board of Directors also considered the education, background and experience of the Investment Advisor’s and Subadvisors’ personnel, particularly noting the potential benefit that the portfolio managers’ work experience and favorable reputation can have on the Fund. The Board of Directors further noted the Investment Advisor’s and Subadvisors’ ability to attract qualified and experienced personnel. The Board of Directors also considered the administrative services provided by the Investment Advisor, including compliance and accounting services. After consideration of the above factors, among others, the Board of Directors concluded that the nature, extent and quality of services provided by the Investment Advisor and Subadvisors are satisfactory and appropriate.

(ii) Investment performance of the Fund and the Investment Advisor and Subadvisors: The Board of Directors noted that the Fund has been in existence since March 26, 2013 and considered the investment performance of the Fund compared to Peer Funds and compared to a broad-based benchmark and a relevant blended benchmark. The Board of Directors noted that the Fund represented the Peer Funds’ median for the one-year period and outperformed the Peer Funds’ median for the three-year period ended March 31, 2017, ranking in the third and second quintiles, respectively. The Board of Directors also noted that the Fund outperformed the broad-based and blended benchmarks for the one-year period and underperformed both benchmarks for the three-year period ended March 31, 2017. The Board of Directors engaged in discussions with the Investment Advisor regarding the contributors to and detractors from the Fund’s performance during the period, as well as the impact of leverage on the Fund’s performance. The Board of Directors also considered supplemental information provided by the Investment Advisor, including a narrative summary of various factors affecting performance and the Investment Advisor’s performance in managing other funds and products investing in master limited partnerships. The Board of Directors determined that Fund performance, in light of all the considerations noted above, supported the continuation of the Advisory Agreements.

 

38

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

(iii) Cost of the services to be provided and profits to be realized by the Investment Advisor from the relationship with the Fund: Next, the Board of Directors considered the actual management fees paid by the Fund, as well as total expense ratios. As part of its analysis, the Board of Directors gave consideration to the fee and expense analyses provided by the independent data provider. The Board of Directors considered the Fund’s actual management fee at managed and common asset levels, noting that the Fund ranked in the fourth quintile for each. The Fund’s total expense ratio including investment-related expenses at managed asset levels is slightly higher (by less than 0.01%) than the Peer Funds’ median, ranking in the third quintile. The Fund’s total expense ratio including investment-related expenses at common asset levels represented the Peer Funds’ median, ranking the Fund in the third quintile. The Fund’s total expense ratio excluding investment-related expenses at managed asset levels is slightly higher (by less than 0.02%) than the Peer Funds’ median, ranking in the third quintile. The Fund’s total expense ratio excluding investment-related expenses at common asset levels is lower than the Peer Funds’ median, ranking in the third quintile. The Board considered the impact of leverage levels on the Fund’s fees and expenses at managed and common asset levels. The Board of Directors concluded that the Fund’s current expense structure was satisfactory.

The Board of Directors also reviewed information regarding the profitability to the Investment Advisor of its relationship with the Fund. The Board of Directors considered the level of the Investment Advisor’s profits and whether the profits were reasonable for the Investment Advisor. Since the Subadvisors are paid by the Investment Advisor for investment services provided to the Fund and not by the Fund and are affiliates of the Investment Advisor, the Board of Directors considered the profitability of the Investment Advisor as a whole and did not consider the Subadvisors’ separate profitability to be particularly relevant to their determination. The Board of Directors took into consideration other benefits to be derived by the Investment Advisor in connection with the Advisory Agreements, noting particularly the research and related services, within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Investment Advisor receives by allocating the Fund’s brokerage transactions. The Board of Directors further considered that the Investment Advisor continues to reinvest profits back in the business, including upgrading and/or implementing new trading, compliance and accounting systems, and by adding investment personnel to the portfolio management teams. The Board of Directors also considered the administrative services provided by the Investment Advisor and the associated administration fee paid to the Investment Advisor for such services under the Administration Agreement. The Board of Directors determined that the services received under the Administration Agreement are beneficial to the Fund. Some of these services include compliance, accounting and operational services, oversight of third party service providers, supervising compliance by the Fund with regulatory requirements, furnishing office space and facilities for the Fund, and providing persons satisfactory to the Board of Directors to serve as officers of the Fund. The Board of Directors then approved a 0.03% increase in the administration fee paid by the Fund. The Board of Directors concluded that the profits realized by the Investment Advisor from its relationship with the Fund were reasonable and consistent with the Investment Advisor’s fiduciary duties.

(iv) The extent to which economies of scale would be realized as the Fund grows and whether fee levels would reflect such economies of scale: The Board of Directors noted that, as a closed-end fund, the Fund would not be expected to have inflows of capital that might produce increasing economies of scale. The Board of Directors determined that, given the Fund’s closed-end structure, there were not significant economies of scale that were not being shared with shareholders. In considering economies

 

39

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

of scale, the Board of Directors also noted, as discussed above in (iii), that the Investment Advisor continues to reinvest profits back in the business.

(v) Comparison of services to be rendered and fees to be paid to those under other investment advisory contracts, such as contracts of the same and other investment advisors or other clients: As discussed above in (iii), the Board of Directors compared the fees paid under the Advisory Agreements to those under other investment management contracts of other investment advisors managing Peer Funds. The Board of Directors also compared the services rendered, fees paid and profitability under the Advisory Agreements to those under the Investment Advisor’s other fund management agreements and advisory contracts with institutional and other clients with similar investment mandates. The Board of Directors also considered the entrepreneurial risk and financial exposure assumed by the Investment Advisor in developing and managing the Fund that the Investment Advisor does not have with institutional and other clients and other differences in the management of registered investment companies and institutional accounts. The Board of Directors determined that on a comparative basis the fees under the Advisory Agreements were reasonable in relation to the services provided.

No single factor was cited as determinative to the decision of the Board of Directors. Rather, after weighing all of the considerations and conclusions discussed above, the Board of Directors, including the Independent Directors, unanimously approved the continuation of the Advisory Agreements.

 

40

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

MANAGEMENT OF THE FUND

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

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

 

Name, Address and Year of Birth1

Position(s) Held With Fund

Term of Office2

Principal Occupation During At Least The Past  5 Years (Including Other Directorships Held)

Number of Funds Within Fund Complex Overseen  by Director (Including the Fund)

Length of Time Served3

Interested Directors4

Robert H. Steers Year of Birth: 1953

Director, Chairman

Until Next Election of Directors

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

22

Since 1991

Joseph M. Harvey Year of Birth: 1963

Director

Until Next Election of Directors

President and Chief Investment Officer of the Advisor (since 2003) and President of CNS (since 2004). Prior to that, Senior Vice President and Director of Investment Research of CSCM.

22

Since 2014

(table continued on next page)

 

41

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

(table continued from previous page)

 

Name, Address and Year of Birth1

Position(s) Held With Fund

Term of Office2

Principal Occupation During At Least The Past  5 Years (Including Other Directorships Held)

Number of Funds Within Fund Complex Overseen  by Director (Including the Fund)

Length of Time Served3

Disinterested Directors

Michael Clark Year of Birth: 1965

Director

Until Next Election of Directors

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

22

Since 2011

Bonnie Cohen Year of Birth: 1942

Director

—5

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

22

Since 2001

George Grossman Year of Birth: 1953

Director

Until Next Election of Directors

Attorney-at-law.

22

Since 1993

(table continued on next page)

 

42

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

(table continued from previous page)

 

Name, Address and Year of Birth1		Position(s) Held With Fund		Term of Office2		Principal Occupation During At Least The Past  5 Years (Including Other Directorships Held)		Number of Funds Within Fund Complex Overseen  by Director (Including the Fund)		Length of Time Served3
Dean Junkans Year of Birth: 1959		Director		Until Next Election of Directors		C.F.A.; Adjunct Professor and Executive -In -Residence, Bethel University since 2015; Chief Investment Officer at Wells Fargo Private Bank from 2004 to 2014 and Chief Investment Officer of the Wealth, Brokerage and Retirement group at Wells Fargo & Company from 2011 to 2014; Former member and Chair, Claritas Advisory Committee at the CFA Institute from 2013 to 2015; Board Member and Investment Committee member, Bethel University Foundation since 2010; formerly Corporate Executive Board Member of the National Chief Investment Officers Circle, 2010 to 2015; formerly, Member of the Board of Governors of the University of Wisconsin Foundation, River Falls, 1996 to 2004; U.S. Army Veteran, Gulf War.		22		Since 2015
Richard E. Kroon Year of Birth: 1942		Director		—5		Former member of Investment Committee, Monmouth University from 2004 to 2016; Former Director, Retired Chairman and Managing Partner of Sprout Group venture capital funds, then an affiliate of Donaldson, Lufkin and Jenrette Securities Corporation from 1981 to 2001. Former Director of the National Venture Capital Association from 1997 to 2000, and Chairman for the year 2000.		22		Since 2004

(table continued on next page)

 

43

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

(table continued from previous page)

 

Name, Address and Year of Birth1		Position(s) Held With Fund		Term of Office2		Principal Occupation During At Least The Past  5 Years (Including Other Directorships Held)		Number of Funds Within Fund Complex Overseen  by Director (Including the Fund)		Length of Time Served3
Gerald J. Maginnis Year of Birth: 1955		Director		Until Next Election of Directors		Philadelphia Office Managing Partner, KPMG LLP from 2006 to 2015; Partner in Charge, KPMG Pennsylvania Audit Practice from 2002 to 2008; President, Pennsylvania Institute of Certified Public Accountants (PICPA) from 2014 to 2015; member, PICPA Board of Directors from 2012 to 2016; member, Council of the American Institute of Certified Public Accountants (AICPA) from 2014 to 2017; member, Board of Trustees of AICPA Foundation since 2015.		22		Since 2015
Jane F. Magpiong Year of Birth: 1960		Director		Until Next Election of Directors		President, Untap Potential since 2013; Board Member, Crespi High School, from 2014 to 2017; Senior Managing Director, TIAA-CREF, from 2011 to 2013; National Head of Wealth Management, TIAA-CREF, from 2008 to 2011; and prior to that, President, Bank of America Private Bank from 2005 to 2008.		22		Since 2015

(table continued on next page)

 

44

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

(table continued from previous page)

 

Name, Address and Year of Birth1		Position(s) Held With Fund		Term of Office2		Principal Occupation During At Least The Past  5 Years (Including Other Directorships Held)		Number of Funds Within Fund Complex Overseen  by Director (Including the Fund)		Length of Time Served3
Richard J. Norman Year of Birth: 1943		Director		—5		Private Investor. Member, Montgomery County, Maryland Department of Corrections Volunteer Corps. since 2010; Liaison for Business Leadership, Salvation Army World Service Organization (SAWSO) since 2010; Advisory Board Member, The Salvation Army since 1985; Prior thereto, Investment Representative of Morgan Stanley Dean Witter from 1966 to 2000.		22		Since 2001

(table continued on next page)

 

45

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

(table continued from previous page)

 

Name, Address and Year of Birth1		Position(s) Held With Fund		Term of Office2		Principal Occupation During At Least The Past  5 Years (Including Other Directorships Held)		Number of Funds Within Fund Complex Overseen  by Director (Including the Fund)		Length of Time Served3
Daphne L. Richards Year of Birth: 1966		Director		Until Next Election of Directors		Independent Director of Cartica Management, LLC since 2015; Member of the Investment Committee of the Berkshire Taconic Community Foundation since 2015; Member of the Advisory Board of Northeast Dutchess Fund since 2016; Member of the 100 Women in Finance Global Association Board and Chair of its Advisory Council since 2012; President and CIO of Ledge Harbor Management since 2016; Previously, worked at Bessemer Trust Company from 1999 to 2014; Prior thereto, Ms. Richards held investment positions at Frank Russell Company from 1996 to1999, Union Bank of Switzerland from 1993 to 1996; Credit Suisse from 1990 to 1993; and Hambros International Venture Capital Fund from 1988 to 1989.		22		Since September 2017

(table continued on next page)

 

46

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

(table continued from previous page)

 

Name, Address and Year of Birth1		Position(s) Held With Fund		Term of Office2		Principal Occupation During At Least The Past  5 Years (Including Other Directorships Held)		Number of Funds Within Fund Complex Overseen  by Director (Including the Fund)		Length of Time Served3
Frank K. Ross Year of Birth: 1943		Director		Until Next Election of Directors		Visiting Professor of Accounting and Director of the Center for Accounting Education at Howard University School of Business since 2004; Board member and member of Audit Committee (Chairman from 2007 to 2012) and Human Resources and Compensation Committee Member, Pepco Holdings, Inc. (electric utility) from 2004 to 2014; Formerly, Mid-Atlantic Area Managing Partner for Assurance Services at KPMG LLP and Managing Partner of its Washington, DC offices from 1995 to 2003.		22		Since 2004
C. Edward Ward, Jr. Year of Birth: 1946		Director		Until Next Election of Directors		Member of The Board of Trustees of Manhattan College, Riverdale, New York from 2004 to 2014. Formerly, Director of closed-end fund management for the New York Stock Exchange (the NYSE) where he worked from 1979 to 2004.		22		Since 2004

 

 

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

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

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

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

5	Bonnie Cohen and Richard E. Kroon retired from the Board of Directors on December 31, 2017 pursuant to the Fund’s mandatory retirement policy. Richard J. Norman resigned from the Board of Directors on December 31, 2017.

 

47

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

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

 

Name, Address and Year of Birth1		Position(s) Held With Fund		Principal Occupation During At Least the Past  5 Years		Length of Time Served2
Adam M. Derechin 1964		President and Chief Executive Officer		Chief Operating Officer of CSCM since 2003 and CNS since 2004.		Since 2005
Robert S. Becker 1969		Vice President		Senior Vice President of CSCM since 2003.		Since 2003
Benjamin Morton 1974		Vice President		Senior Vice President of CSCM since 2003.		Since 2003
Tyler S. Rosenlicht 1985		Vice President		Senior Vice President of CSCM since 2018. Prior to that, Vice President of CSCM since 2015. Prior to that, research associate at CSCM since 2012.		Since 2015
Francis C. Poli 1962		Secretary and Chief Legal Officer		Executive Vice President, Secretary and General Counsel of CSCM and CNS since March 2007.		Since 2007
James Giallanza 1966		Chief Financial Officer		Executive Vice President of CSCM since 2014. Prior to that, Senior Vice President of CSCM since 2006.		Since 2006
Albert Laskaj 1977		Treasurer		Vice President of CSCM since 2015. Prior to that, Director of Legg Mason & Co. since 2013. Vice President of Legg Mason from 2008 to 2013 and Treasurer of certain mutual funds since 2010.		Since 2015
Lisa D. Phelan 1968		Chief Compliance Officer		Executive Vice President of CSCM since 2015. Prior to that, Senior Vice President of CSCM since 2008. Chief Compliance Officer of CSCM, the Cohen & Steers funds, Cohen & Steers Asia Limited and CSSL since 2007, 2006, 2005 and 2004, respectively.		Since 2006

 

 

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

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

 

48

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

Cohen & Steers Privacy Policy

 

Facts		What Does Cohen & Steers Do With Your Personal Information?
Why?		Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What?		The types of personal information we collect and share depend on the product or service you have with us. This information can include:   •    Social Security number and account balances   •    Transaction history and account transactions   •    Purchase history and wire transfer instructions
How?		All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Cohen & Steers chooses to share; and whether you can limit this sharing.

 

Reasons we can share your personal information		Does Cohen & Steers share?		Can you limit this sharing?
For our everyday business purposes— such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or reports to credit bureaus		Yes		No
For our marketing purposes— to offer our products and services to you		Yes		No
For joint marketing with other financial companies—		No		We don’t share
For our affiliates’ everyday business purposes— information about your transactions and experiences		No		We don’t share
For our affiliates’ everyday business purposes— information about your creditworthiness		No		We don’t share
For our affiliates to market to you—		No		We don’t share
For non-affiliates to market to you—		No		We don’t share
Questions?    Call 800-330-7348

 

49

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

Cohen & Steers Privacy Policy—(Continued)

 

Who we are
Who is providing this notice?		Cohen & Steers Capital Management, Inc., Cohen & Steers Asia Limited, Cohen & Steers Japan, LLC, Cohen & Steers UK Limited, Cohen & Steers Securities, LLC, Cohen & Steers Private Funds and Cohen & Steers Open- and Closed-End Funds (collectively, Cohen & Steers).
What we do
How does Cohen & Steers protect my personal information?		To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We restrict access to your information to those employees who need it to perform their jobs, and also require companies that provide services on our behalf to protect your information.
How does Cohen & Steers collect my personal information?		We collect your personal information, for example, when you:   •    Open an account or buy securities from us   •    Provide account information or give us your contact information   •    Make deposits or withdrawals from your account   We also collect your personal information from other companies.
Why can’t I limit all sharing?		Federal law gives you the right to limit only:   •    sharing for affiliates’ everyday business purposes—information about your creditworthiness   •    affiliates from using your information to market to you   •    sharing for non-affiliates to market to you   State law and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates		Companies related by common ownership or control. They can be financial and nonfinancial companies.   •    Cohen & Steers does not share with affiliates.
Non-affiliates		Companies not related by common ownership or control. They can be financial and nonfinancial companies.   •    Cohen & Steers does not share with non-affiliates.
Joint marketing		A formal agreement between non-affiliated financial companies that together market financial products or services to you.   •    Cohen & Steers does not jointly market.

 

50

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

Cohen & Steers Investment Solutions

 

Distributed by Cohen & Steers Securities, LLC.

 

 

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

 

51

---

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

 

52

---

COHEN & STEERS

MLP INCOME AND ENERGY OPPORTUNITY FUND

280 PARK AVENUE

NEW YORK, NY 10017

 

eDelivery NOW AVAILABLE   Stop traditional mail delivery; receive your shareholder reports and prospectus online.   Sign up at cohenandsteers.com

 

 

Annual Report November 30, 2017

Cohen & Steers

MLP Income and Energy Opportunity Fund

MIEAR

 

---

Item 2. Code of Ethics.

The Registrant has adopted an Amended and Restated Code of Ethics that applies to its Principal Executive Officer and Principal Financial Officer. The Code of Ethics was in effect during the reporting period. The Registrant has not amended the Code of Ethics as described in Form N-CSR during the reporting period. The Registrant has not granted any waiver, including an implicit waiver, from a provision of the Code of Ethics as described in Form N-CSR during the reporting period. A current copy of the Code of Ethics is available on the Registrant’s website at https://www.cohenandsteers.com/assets/content/uploads/Code_of_Ethics_for_Principal

_Executive_and_Principal_Financial_Officers_of_the_Funds.pdf. Upon request, a copy of the Code of Ethics can be made by calling 800-330-7348 or writing to the Secretary of the Registrant, 280 Park Avenue, 10th floor, New York, NY 10017.

Item 3. Audit Committee Financial Expert.

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

Item 4. Principal Accountant Fees and Services.

(a) – (d) Aggregate fees billed to the registrant for the last two fiscal years ended November 30, 2017 and November 30, 2016 for professional services rendered by the registrant’s principal accountant were as follows:

 

		2017		2016
Audit Fees		$87,810		$116,250
Audit-Related Fees		$0		$0
Tax Fees		$89,180		$102,500
All Other Fees		$0		$0

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

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

---

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

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

(f)         Not applicable.

(g)        For the fiscal years ended November 30, 2017 and November 30, 2016, the aggregate fees billed by the registrant’s principal accountant for non-audit services rendered to the registrant and for non-audit services rendered to the registrant’s investment advisor (not including any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor) and/or to any entity controlling, controlled by or under common control with the registrant’s investment advisor that provides ongoing services to the registrant were:

 

				2017		2016
		Registrant		$89,180		$102,500
		Investment Advisor		$0		$0

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

Item 5. Audit Committee of Listed Registrants.

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

Item 6. Schedule of Investments.

Included in Item 1 above.

---

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

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

COHEN & STEERS CAPITAL MANAGEMENT, INC.

STATEMENT OF POLICIES AND PROCEDURES REGARDING THE VOTING OF SECURITIES

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

 

A.	General Proxy Voting Guidelines

Objectives

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

 

·

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

 

·

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

 

·

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

General Principles

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

 

·

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

 

·

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

---

·

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

 

·

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

 

·

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

 

·

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

 

·

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

General Guidelines

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

 

·

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

·

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

·

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

Specific Guidelines

Uncontested Director Elections

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

 

·

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

---

·

Whether the nominee is an inside or affiliated outside director and sits on the audit, compensation, or nominating committees;

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

Material failures of governance, stewardship, risk oversight1, or fiduciary responsibilities at the company;

 

 

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

---

·

Failure to replace management as appropriate; and

 

·

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

Proxy Access

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

Proxy Contests

Director Nominees in a Contested Election

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

Reimbursement of Proxy Solicitation Expenses

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

Ratification of Auditors

We vote for proposals to ratify auditors, auditor remuneration and/or proposals authorizing the board to fix audit fees, unless:

 

·

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

 

·

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

 

·

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

 

·

the auditors are being changed without explanation; or

---

·

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

In circumstances where fees for non-audit services include fees related to significant one-time capital structure events; initial public offerings; bankruptcy emergence, and spinoffs; and the company makes public disclosure of the amount and nature of those fees, then such fees may be excluded from the non-audit fees considered in determining whether non-audit related fees are excessive.

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

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

Takeover Defenses

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

Shareholder Rights Plans

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

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

Greenmail

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

Unequal Voting Rights

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

Classified Boards

We generally vote in favor of shareholder proposals to declassify a board of directors, although we acknowledge that a classified board may be in the long-term best interests of the shareholders of a company in certain situations, such as continuity of a strong board and management team or for certain

---

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

Cumulative Voting

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

Shareholder Ability to Call Special Meeting

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

Shareholder Ability to Act by Written Consent

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

Shareholder Ability to Alter the Size of the Board

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

Miscellaneous Board Provisions

Board Committees

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

---

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

Independent Chairman

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

Separate Chairman and CEO Role

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

Lead Directors and Executive Sessions

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

Majority of Independent Directors

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

Independent Committees

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

Stock Ownership Requirements

We support measures requiring senior executives to hold a minimum amount of stock in a company (often expressed as a percentage of annual compensation), which may include restricted stock or restricted stock units.

Term of Office

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

Director and Officer Indemnification and Liability Protection

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

---

Board Size

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

Majority Vote Standard

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

Supermajority Vote Requirements

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

Disclosure of Board Nominees

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

Disclosure of Board Compensation

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

Miscellaneous Governance Provisions

Confidential Voting

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

We also vote for management proposals to adopt confidential voting.

Bundled Proposals

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

---

Date/Location of Meeting

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

Adjourn Meeting if Votes are Insufficient

Open-end requests for adjournment of a shareholder meeting generally will not be supported. However, where management specifically states the reason for requesting an adjournment and the requested adjournment is necessary to permit a proposal that would otherwise be supported under this policy to be carried out, the adjournment request will be supported.

Disclosure of Shareholder Proponents

We vote for shareholder proposals requesting that companies disclose the names of shareholder proponents. Shareholders may wish to contact the proponents of a shareholder proposal for additional information.

Other Business

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

Capital Structure

Increase Additional Common Stock

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

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

 

·

creates a blank check preferred stock; or

·

establishes classes of stock with superior voting rights.

Blank Check Preferred Stock

Votes generally are cast in opposition to management proposals authorizing the creation of new classes of preferred stock with unspecific voting, conversion, distribution and other rights, and management proposals to increase the number of authorized blank check preferred shares. We may vote in favor of this type of proposal when we receive assurances to our reasonable satisfaction that (i) the preferred stock was authorized by the board for the use of legitimate capital formation purposes and not for anti-takeover purposes, and (ii) no preferred stock will be issued with voting power that is disproportionate to the economic interests of the preferred stock. These representations should be made either in the proxy statement or in a separate letter from the company to Cohen & Steers.

Pre-emptive Rights

We believe that the governance and regulation of public equity markets allow for adequate shareholder protection against dilution. Further, we believe that companies should have more flexibility to issue

---

shares without costly and time constraining rights offerings. As such, we do not believe that pre-emptive rights are necessary and as such, we generally vote for the issuance of equity shares without pre-emptive rights. On a limited basis, we will vote for shareholder pre-emptive rights where such pre-emptive rights are necessary, taking into account the best interests of the company’s shareholders.

We acknowledge that international local practices typically call for shareholder pre-emptive rights when a company seeks authority to issue shares (e.g., UK authority for the issuance of only up to 5% of outstanding shares without pre-emptive rights). While we would prefer that companies be permitted to issue shares without pre-emptive rights, in deference to international local practices, in markets outside the US we will approve issuance requests without pre-emptive rights for up to 100% of a company’s outstanding capital.

Dual Class Capitalizations

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

Restructurings/Recapitalizations

We review proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan on a case-by-case basis. In voting, we consider the following issues:

 

·

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

·

change in control—will the transaction result in a change in control of the company?

·

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

Share Repurchase Programs

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

Targeted Share Placements

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

Executive and Director Compensation

Executive Compensation (“Say on Pay”)

Votes regarding shareholder “say on pay” are determined on a case-by-case basis. Generally, we believe that executive compensation should be tied to the long-term performance of the executive and the company both in absolute and relative to the peer group. We therefore monitor the compensation

---

practices of portfolio companies to determine whether compensation to these executives is commensurate to the company’s total shareholder return (TSR) (i.e., we generally expect companies that pay their executives at the higher end of the pay range to also be performing commensurately well).

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

 

·

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

·

Excessive perquisites or tax gross-ups;

·

New or extended agreements that provide for:

¡

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

¡

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

¡

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

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

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

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

Stock-based Incentive Plans

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

 

·

Plan Cost: The total estimated cost of the company’s equity plans relative to industry/market cap peers, measured by the company’s estimated Shareholder Value Transfer (SVT) in relation to peers and considering both:

¡

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

¡

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

 

·

Plan Features:

¡

Automatic single-triggered award vesting upon CIC;

¡

Discretionary vesting authority;

¡

Liberal share recycling on various award types;

¡

Minimum vesting period for grants made under the plan.

 

·

Grant Practices:

¡

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

¡

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

---

¡

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

¡

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

¡

Whether the company maintains a claw-back policy;

¡

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

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

 

·

Awards may vest in connection with a liberal CIC;

·

The plan would permit repricing or cash buyout of underwater options without shareholder approval;

·

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

·

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

Approval of Cash or Cash-and-Stock Bonus Plans

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

Reload/Evergreen Features

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

Golden Parachutes

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

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

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

 

·

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

·

Agreements that include excessive excise tax gross-up provisions;

·

Single trigger payments that will happen immediately upon a change in control, including cash payment and such items as the acceleration of performance-based equity despite the failure to achieve performance measures;

·

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

---

·

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

·

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

·

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

401(k) Employee Benefit Plans

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

Employee Stock Purchase Plans

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

Option Expensing

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

Vesting

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

Option Repricing

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

Stock Holding Periods

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

Transferable Stock Options

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

Recoup Bonuses

We vote on a case-by-case on shareholder proposals to recoup unearned incentive bonuses or other incentive payments made to senior executives if it is later determined that fraud, misconduct, or negligence significantly contributed to a restatement of financial results that led to the awarding of unearned incentive compensation.

Incorporation

Reincorporation Outside of the United States

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

---

Voting on State Takeover Statutes

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

Voting on Reincorporation Proposals

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

Mergers and Corporate Restructurings

Mergers and Acquisitions

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

We vote against proposals that require a super-majority of shareholders to approve a merger or other significant business combination.

Nonfinancial Effects of a Merger or Acquisition

Some companies have proposed a charter provision which specifies that the board of directors may examine the nonfinancial effect of a merger or acquisition on the company. This provision would allow the board to evaluate the impact a proposed change in control would have on employees, host communities, suppliers and/or others. We generally vote against proposals to adopt such charter provisions. We feel it is the directors’ fiduciary duty to base decisions solely on the financial interests of the shareholders.

Corporate Restructuring

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

Spin-offs

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

Asset Sales

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

---

Liquidations

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

Appraisal Rights

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

Changing Corporate Name

We vote for changing the corporate name.

Shareholder Rights

Our position on the rights of shareholders is as follows:

 

·

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

·

Shareholders are entitled to submit questions to company management.

·

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

·

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

Environmental and Social Issues

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

 

·

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

·

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

·

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

·

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

---

·

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

·

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

·

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

·

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

·

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

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

Information pertaining to the portfolio managers of the registrant, as of February 6, 2018, is set forth below.

 

Robert S. Becker   · Vice President · Portfolio Manager since inception		Senior Vice President of Cohen & Steers.
Benjamin Morton   · Vice President · Portfolio Manager since inception		Senior Vice President of Cohen & Steers.
Tyler Rosenlicht   · Vice President · Portfolio Manager since 2015		Senior Vice President of Cohen & Steers. Prior to that, Vice President of Cohen & Steers. Prior to that, Research Analyst at Cohen & Steers.

The Advisor utilizes a team-based approach in managing the Fund. Messrs. Becker, Morton and Rosenlicht, as the leaders of the team, direct and supervise the execution of the Fund’s investment strategy and lead and guide other members of the global listed infrastructure and MLP investment team.

Each portfolio manager listed above manages other investment companies and/or investment vehicles and accounts in addition to the registrant. The following tables show, as of November 30, 2017 for Messrs. Becker, Morton and Rosenlicht, the number of accounts each portfolio manager managed in each of the listed categories and the total assets in the accounts managed within each category. One (1) of the 10 other accounts managed by Messrs. Becker and Morton, with total assets of $143,158,845 million, is subject to performance-based fees.

---

Robert S. Becker

 

		Number of accounts		Total assets
· Registered investment companies		3		$3,444,040,252
· Other pooled  investment vehicles		10		$1,105,057,229
· Other accounts		14		$3,011,465,273
Benjamin Morton
		Number of accounts		Total assets
· Registered investment companies		4		$3,759,683,807
· Other pooled investment vehicles		10		$1,105,057,229
· Other accounts		14		$3,011,465,273
Tyler Rosenlicht
		Number of accounts		Total assets
· Registered investment companies		1		$102,627,234
· Other pooled investment vehicles		0		$0
· Other accounts		0		$0

Share Ownership. The following table indicates the dollar range of securities of the registrant owned by the registrant’s portfolio managers as of November 30, 2017 for Messrs. Becker, Morton and Rosenlicht:

 

		Dollar Range of Securities Owned
Robert S. Becker		$10,000-$50,000
Ben Morton		$10,000-$50,000
Tyler Rosenlicht		$0 – $10,000

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

---

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

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

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

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

Method to Determine Compensation. Compensation of portfolio managers and other investment professionals is comprised of: (1) a base salary, (2) an annual cash bonus and (3) long-term stock-based compensation consisting generally of restricted stock units of CNS, the parent company of the Advisor. All employees, including the portfolio managers and other investment professionals, also receive certain retirement, insurance and other benefits. Compensation is

---

reviewed on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are effective the January following the fiscal year-end of CNS.

Compensation for the portfolio managers is determined by evaluating four primary components, in order of emphasis: (1) investment performance, (2) leadership and collaboration, (3) team level revenue changes and (4) the firm’s financial results. The investment performance evaluation is based on the team’s excess returns versus a representative benchmark and, where available, on the percentile rankings relative to an institutional peer group and percentile rankings relative to a retail peer group. The performance metrics are on a pre-tax and pre-expense basis and are reviewed for both the one- and three-year periods, with a greater weight given to the three-year period. The benchmark and peers which most represent the investment strategy are used in evaluating performance. For portfolio managers responsible for multiple Funds and other accounts, performance is evaluated on an aggregate basis. Leadership and collaboration are evaluated through a qualitative assessment. The qualitative factors considered for evaluating leadership include, among others, process and innovation, team development, thought leadership, client service and cross team cooperation. A final factor is based on portfolio managers’ ownership level in the Funds they manage.

On an annual basis, the performance metrics and leadership factors are aggregated to produce a quantitative assessment of the portfolio manager and investment team. This assessment is considered alongside calendar year over year changes in a strategy’s advisory fees earned, the operating performance of the Advisor and CNS, and market factors to determine appropriate levels for salaries, bonuses and stock-based compensation. Base compensation for portfolio managers are fixed and vary in line with the portfolio manager’s seniority and position with the firm. Cash bonuses and stock based compensation may fluctuate significantly from year-to-year, based on this framework.

The Advisor has a negligible number of accounts with performance based fees, and although portfolio managers do not directly receive a portion of these fees, performance based fees may contribute to the overall profitability of the Advisor.

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

None.

Note: On December 5, 2017, the Board of Directors of the Fund approved continuation of the delegation of its authority to management to effect repurchases, pursuant to management’s discretion and subject to market conditions and investment considerations, of up to 10% of the Fund’s common shares outstanding (“Share Repurchase Program”) as of January 1, 2018 through December 31, 2018.

---

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

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

Item 11. Controls and Procedures.

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

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

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

(a) The Fund did not engage in any securities lending activity during the fiscal year ended November 30, 2017.

(b) The Fund did not engage in any securities lending activity and did not engage a securities lending agent during the fiscal year ended November 30, 2017.

Item 13. Exhibits.

(a)(1) Not applicable.

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

(a)(3) Not applicable.

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

 

---

SIGNATURES

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

COHEN & STEERS MLP INCOME AND ENERGY OPPORTUNITY FUND, INC.

 

		By:		/s/ Adam M. Derechin
				Name: Adam M. Derechin
				Title: President and Chief Executive Officer
		Date: February 6, 2018

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

 

		By:		/s/ Adam M. Derechin
				Name: Adam M. Derechin
				Title:   President and Chief Executive Officer
				(Principal Executive Officer)
		By:		/s/ James Giallanza
				Name: James Giallanza
				Title:   Chief Financial Officer
				(Principal Financial Officer)
		Date: February 6, 2018