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
|
811-21633
|
|
Cohen & Steers Dividend Majors Fund,
Inc.
|
(Exact name of registrant as
specified in charter)
|
|
280 Park Avenue, New York, NY
|
|
10017
|
(Address of principal executive
offices)
|
|
(Zip code)
|
|
Adam M. Derechin
Cohen & Steers Capital Management, Inc.
280 Park Avenue
New York, New York 10017
|
(Name and address of agent for
service)
|
|
Registrants telephone number, including
area code:
|
(212) 832-3232
|
|
|
Date of fiscal year end:
|
December 31
|
|
|
Date of reporting period:
|
December 31,
2008
|
|
|
|
|
|
|
|
|
|
|
Item
1. Reports to Stockholders.
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
To Our Shareholders:
We are pleased to submit to you our report for the year ended December 31, 2008. The net asset value at that date was $11.76 per common share. The Fund's common stock is traded on the New York Stock Exchange (NYSE) and its share price can differ from its net asset value; at year end, the Fund's closing price on the NYSE was $9.65. The total returns, including income, for the Fund and the comparative benchmarks were:
|
|
Six Months Ended
December 31, 2008
|
|
Year Ended
December 31, 2008
|
|
Cohen & Steers Dividend Majors Fund at Market Value
a
|
|
|
31.24
|
%
|
|
|
36.32
|
%
|
|
Cohen & Steers Dividend Majors Fund at Net Asset Value
a
|
|
|
23.21
|
%
|
|
|
32.21
|
%
|
|
S&P 500 Index
b
|
|
|
28.47
|
%
|
|
|
36.99
|
%
|
|
Blended benchmark50% S&P 500 Index/50% FTSE NAREIT
Equity REIT Index
b
|
|
|
31.14
|
%
|
|
|
36.48
|
%
|
|
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.
A quarterly dividend of $0.19 per common share was declared and will be paid to common shareholders on March 31, 2009.
c
The Fund may pay distributions in excess of the Fund's investment company taxable income and net realized capital gains. This excess would be a "return of capital" distributed from the Fund's assets. Distributions of capital decrease the Fund's total assets and, therefore, could have the effect of increasing the Fund's expense ratio. In addition, in order to make these distributions, the Fund may have to sell portfolio securities at a less than opportune time.
a
As a closed-end investment company, the price of the Fund's New York Stock Exchange-traded shares will be set by market forces and at times may deviate from the net asset value per share of the Fund.
b
The S&P 500 Index is an unmanaged index of common stocks that is frequently used as a general measure of stock market performance. The FTSE NAREIT Equity REIT Index is an unmanaged, market capitalization weighted index of all publicly traded REITs that invest predominantly in the equity ownership of real estate. The index is designed to reflect the performance of all publicly traded equity REITs as a whole.
c
Please note that distributions paid by the Fund to shareholders are subject to recharacterization for tax purposes. The final tax treatment of these distributions is reported to shareholders after the close of the calendar year.
1
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
Investment Review
Equities in the United States and around the world continued to struggle in 2008. It began with a sell-off driven by a fresh wave of write-downs from major banks, followed by the hastily arranged sale of Bear Stearns to JPMorgan Chase. The shocks kept coming, picking up speed in September with the U.S. government takeover of Fannie Mae and Freddie Mac, Lehman Brothers' bankruptcy and the nationalization of insurance giant AIG.
Amid concerns that the entire financial system could be at risk, the U.S. Congress, Treasury secretary and Federal Reserve chairman structured a $700 billion rescue package that has been used to buy preferred shares in banks to bolster capital and encourage lending. The Fed and other central banks lowered interest rates and implemented stimulus packages in a coordinated effort to break the credit freeze and kick-start the global economy.
In this period of elevated risk, investors appeared to show little discrimination in what they liquidated. Value stocks and growth stocks both fell sharply during the year, as measured by the Russell 1000 Value Index (36.9%) and the Russell 1000 Growth Index (38.4%). Both indexes were about in line with the S&P 500 Index's return of 37.0%.
Within the S&P 500 Index, the financial services sector (55.3)% was the poorest performer, reflecting the negative news flow from major banks and a clouded dividend outlook. The technology sector (43.0%) also performed poorly, hindered in part by concerns over exports as the global economy slowed and the dollar strengthened.
The consumer staples sector (15.5%), often viewed as a safer haven in uncertain markets, declined the least. Within health care (22.8%), pharmaceutical companies with more stable earnings outperformed managed care stocks. The utilities sector (29.0%), which also offers defensive characteristics, outperformed as well. The energy sector (34.8%) was initially a strong performer, but struggled after oil prices declined from $145 a barrel in mid-July to less than $40 in December.
Utilities and financials aided relative performance
The Fund declined in a difficult year for equities, although on an NAV (net asset value) basis it fell less than the S&P 500 Index and its blended benchmark. We attribute this to our emphasis on higher-quality companies with steadier income streams and dividends. Although there were few places to hide, stocks of companies with stronger balance sheets generally outperformed those with more leveraged balance sheets in the period.
From a sector standpoint, factors that helped relative performance included our stock selection in the financial services sector. We were underweight in or had no allocation to some of the most troubled financial institutions. Our allocation to real estate investment trusts (which are included in the financial services sector in the S&P 500 Index) was also beneficial, as REITs declined less than the sector due to their relatively strong balance sheets. Stock selection in utilities, along with our substantial overweight, also aided performance. Utilities accounted for 22% of the Fund as of December 31, 2008, an allocation we view as consistent with the Fund's
2
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
objective of current income and capital growth over time. Stock selection in the telecommunications and materials sectors aided relative returns as well, although our overweight in the latter partly offset the stock selection effect.
Factors that detracted from performance included our underweight in the energy sector, a position based on the relative instability of its dividends. Our underweight in the consumer staples, health care and consumer discretionary sectors also hindered relative returns, as did stock selection within the consumer discretionary sector.
Investment Outlook
As we enter 2009, we believe stocks are attractively valued on a longer-term basis, both on traditional value measures and discounted cash flow metrics. There are especially compelling values among high-quality companies that were pulled down in an indiscriminate sell-off.
Volatility has declined from recent extreme levels, eased by a smooth presidential transition and widespread investor acceptance of current and proposed fiscal and monetary measures. We expect to see more long-term buyers step back into the markets. However, we perceive significant risks in the near-term due to the weak global economy, as evidenced by further declines in output and profitability.
The credit crunch will continue to put pressure on corporate working capital and may lead to more dividend cuts. Rising losses plus federal intervention have all but precluded meaningful dividend payments from many financial firms. Other companies have reduced capital expenditures and may choose to preserve cash until normal funding options return. For our part, we will remain invested in higher quality names, as measured by such factors as strong market position and healthy balance sheets, that we believe will weather current conditions relatively well and sustain attractive dividends.
3
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
Sincerely,
|
|
|
|
|
MARTIN COHEN
|
|
ROBERT H. STEERS
|
|
|
Co-chairman
|
|
Co-chairman
|
|
|
|
|
|
|
|
JOSEPH M. HARVEY
|
|
RICHARD E. HELM
|
|
|
Portfolio Manager
|
|
Portfolio Manager
|
|
|
WILLIAM F. SCAPELL
Portfolio Manager
The views and opinions in the preceding commentary are subject to change. This material represents an assessment of the market environment at a specific point in time, should not be relied upon as investment advice and is not intended to predict or depict performance of any investment.
Visit Cohen & Steers online at cohenandsteers.com
For more information about any of our funds, visit cohenandsteers.com, where you will find daily net asset values, fund fact sheets and portfolio highlights. You can also access newsletters, education tools and market updates covering the global real estate, listed infrastructure, utilities, large cap value and preferred securities sectors.
In addition, our Web site contains comprehensive information about our firm, including our most recent press releases, profiles of our senior investment professionals and an overview of our investment approach.
4
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
DECEMBER 31, 2008
Top Ten Holdings
(Unaudited)
Security
|
|
Value
|
|
% of
Net
Assets
|
|
Public Storage
|
|
$
|
4,952,850
|
|
|
|
3.3
|
%
|
|
NSTAR
|
|
|
4,670,720
|
|
|
|
3.1
|
|
|
Vornado Realty Trust
|
|
|
4,387,445
|
|
|
|
2.9
|
|
|
Simon Property Group
|
|
|
4,372,599
|
|
|
|
2.9
|
|
|
AGL Resources
|
|
|
4,260,465
|
|
|
|
2.8
|
|
|
Xcel Energy
|
|
|
4,138,505
|
|
|
|
2.8
|
|
|
SCANA Corp.
|
|
|
4,133,160
|
|
|
|
2.8
|
|
|
Verizon Communications
|
|
|
3,874,770
|
|
|
|
2.6
|
|
|
CenterPoint Energy
|
|
|
3,855,410
|
|
|
|
2.6
|
|
|
Boston Properties
|
|
|
3,850,000
|
|
|
|
2.6
|
|
|
Sector Breakdown
(Based on Net Assets)
(Unaudited)
5
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
SCHEDULE OF INVESTMENTS
December 31, 2008
|
|
|
|
Number
of Shares
|
|
Value
|
|
COMMON STOCK
|
|
|
98.3
|
%
|
|
|
|
|
|
|
|
|
|
BASIC MATERIALS
|
|
|
3.2
|
%
|
|
|
|
|
|
|
|
|
|
CHEMICALS
|
|
|
2.3
|
%
|
|
|
|
|
|
|
|
|
|
Dow Chemical Co.
|
|
|
|
|
|
|
107,200
|
|
|
$
|
1,617,648
|
|
|
E.I. Du Pont De Nemours & Co.
|
|
|
|
|
|
|
31,200
|
|
|
|
789,360
|
|
|
PPG Industries
|
|
|
|
|
|
|
23,800
|
|
|
|
1,009,834
|
|
|
|
|
|
|
|
|
|
3,416,842
|
|
|
PAPER & FOREST PRODUCTS
|
|
|
0.9
|
%
|
|
|
|
|
|
|
|
|
|
International Paper Co.
|
|
|
|
|
|
|
110,600
|
|
|
|
1,305,080
|
|
|
TOTAL BASIC MATERIALS
|
|
|
|
|
|
|
|
|
|
|
4,721,922
|
|
|
COMMERCIAL SERVICES
|
|
|
2.6
|
%
|
|
|
|
|
|
|
|
|
|
OFFICE/BUSINESS EQUIPMENT
|
|
|
2.2
|
%
|
|
|
|
|
|
|
|
|
|
Avery Dennison Corp.
|
|
|
|
|
|
|
32,100
|
|
|
|
1,050,633
|
|
|
Pitney Bowes
|
|
|
|
|
|
|
85,700
|
|
|
|
2,183,636
|
|
|
|
|
|
|
|
|
|
3,234,269
|
|
|
PRINTING
|
|
|
0.4
|
%
|
|
|
|
|
|
|
|
|
|
RR Donnelley & Sons Co.
|
|
|
|
|
|
|
49,900
|
|
|
|
677,642
|
|
|
TOTAL COMMERCIAL SERVICES
|
|
|
|
|
|
|
|
|
|
|
3,911,911
|
|
|
CONSUMERCYCLICAL
|
|
|
3.3
|
%
|
|
|
|
|
|
|
|
|
|
HOUSEHOLD DURABLES
|
|
|
0.5
|
%
|
|
|
|
|
|
|
|
|
|
Ethan Allen Interiors
|
|
|
|
|
|
|
55,700
|
|
|
|
800,409
|
|
|
HOUSEWARE
|
|
|
0.8
|
%
|
|
|
|
|
|
|
|
|
|
Newell Rubbermaid
|
|
|
|
|
|
|
121,500
|
|
|
|
1,188,270
|
|
|
MOTORCYCLE
|
|
|
0.5
|
%
|
|
|
|
|
|
|
|
|
|
Harley-Davidson
|
|
|
|
|
|
|
40,600
|
|
|
|
688,982
|
|
|
TOYS/GAMES/HOBBIES
|
|
|
1.5
|
%
|
|
|
|
|
|
|
|
|
|
Mattel
|
|
|
|
|
|
|
145,000
|
|
|
|
2,320,000
|
|
|
TOTAL CONSUMERCYCLICAL
|
|
|
|
|
|
|
|
|
|
|
4,997,661
|
|
|
See accompanying notes to financial statements.
6
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
SCHEDULE OF INVESTMENTS(Continued)
December 31, 2008
|
|
|
|
Number
of Shares
|
|
Value
|
|
CONSUMERNON-CYCLICAL
|
|
|
11.6
|
%
|
|
|
|
|
|
|
|
|
|
APPAREL
|
|
|
0.7
|
%
|
|
|
|
|
|
|
|
|
|
VF Corp.
|
|
|
|
|
|
|
19,800
|
|
|
$
|
1,084,446
|
|
|
FOOD
|
|
|
2.7
|
%
|
|
|
|
|
|
|
|
|
|
Hershey Co.(The)
|
|
|
|
|
|
|
40,800
|
|
|
|
1,417,392
|
|
|
Kraft Foods
|
|
|
|
|
|
|
48,901
|
|
|
|
1,312,992
|
|
|
SYSCO Corp.
|
|
|
|
|
|
|
54,100
|
|
|
|
1,241,054
|
|
|
|
|
|
|
|
|
|
3,971,438
|
|
|
HOUSEHOLD PRODUCTS
|
|
|
1.7
|
%
|
|
|
|
|
|
|
|
|
|
Kimberly Clark Corp.
|
|
|
|
|
|
|
47,300
|
|
|
|
2,494,602
|
|
|
PHARMACEUTICAL
|
|
|
5.7
|
%
|
|
|
|
|
|
|
|
|
|
Abbott Laboratories
|
|
|
|
|
|
|
26,800
|
|
|
|
1,430,316
|
|
|
Eli Lilly and Co.
|
|
|
|
|
|
|
54,500
|
|
|
|
2,194,715
|
|
|
Merck & Co.
|
|
|
|
|
|
|
64,000
|
|
|
|
1,945,600
|
|
|
Pfizer
|
|
|
|
|
|
|
166,100
|
|
|
|
2,941,631
|
|
|
|
|
|
|
|
|
|
8,512,262
|
|
|
SPECIALTY RETAIL
|
|
|
0.8
|
%
|
|
|
|
|
|
|
|
|
|
Home Depot
|
|
|
|
|
|
|
54,800
|
|
|
|
1,261,496
|
|
|
TOTAL CONSUMERNON-CYCLICAL
|
|
|
|
|
|
|
|
|
|
|
17,324,244
|
|
|
ENERGYOIL & GAS
|
|
|
0.9
|
%
|
|
|
|
|
|
|
|
|
|
Chevron Corp.
|
|
|
|
|
|
|
17,500
|
|
|
|
1,294,475
|
|
|
FINANCIAL
|
|
|
16.5
|
%
|
|
|
|
|
|
|
|
|
|
BANK
|
|
|
12.5
|
%
|
|
|
|
|
|
|
|
|
|
Bank of America Corp.
|
|
|
|
|
|
|
123,900
|
|
|
|
1,744,512
|
|
|
BB&T Corp.
|
|
|
|
|
|
|
131,700
|
|
|
|
3,616,482
|
|
|
SunTrust Banks
|
|
|
|
|
|
|
77,700
|
|
|
|
2,295,258
|
|
|
TCF Financial Corp.
|
|
|
|
|
|
|
156,500
|
|
|
|
2,137,790
|
|
|
US Bancorp
|
|
|
|
|
|
|
139,400
|
|
|
|
3,486,394
|
|
|
Wells Fargo & Co.
|
|
|
|
|
|
|
105,900
|
|
|
|
3,121,932
|
|
|
Wilmington Trust Corp.
|
|
|
|
|
|
|
102,200
|
|
|
|
2,272,928
|
|
|
|
|
|
|
|
|
|
18,675,296
|
|
|
See accompanying notes to financial statements.
7
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
SCHEDULE OF INVESTMENTS(Continued)
December 31, 2008
|
|
|
|
Number
of Shares
|
|
Value
|
|
DIVERSIFIED FINANCIAL SERVICES
|
|
|
4.0
|
%
|
|
|
|
|
|
|
|
|
|
JPMorgan Chase & Co.
|
|
|
|
|
|
|
33,900
|
|
|
$
|
1,068,867
|
|
|
Marshall & Ilsley Corp.
|
|
|
|
|
|
|
199,000
|
|
|
|
2,714,360
|
|
|
PNC Financial Services Group
|
|
|
|
|
|
|
46,100
|
|
|
|
2,258,900
|
|
|
|
|
|
|
|
|
|
6,042,127
|
|
|
TOTAL FINANCIAL
|
|
|
|
|
|
|
|
|
|
|
24,717,423
|
|
|
INDUSTRIAL
|
|
|
3.9
|
%
|
|
|
|
|
|
|
|
|
|
CONTAINERS & PACKAGING
|
|
|
2.4
|
%
|
|
|
|
|
|
|
|
|
|
Bemis Co.
|
|
|
|
|
|
|
49,700
|
|
|
|
1,176,896
|
|
|
Sonoco Products Co.
|
|
|
|
|
|
|
103,700
|
|
|
|
2,401,692
|
|
|
|
|
|
|
|
|
|
3,578,588
|
|
|
DIVERSIFIED MANUFACTURING
|
|
|
0.4
|
%
|
|
|
|
|
|
|
|
|
|
General Electric Co.
|
|
|
|
|
|
|
41,100
|
|
|
|
665,820
|
|
|
METAL FABRICATE/HARDWARE
|
|
|
1.1
|
%
|
|
|
|
|
|
|
|
|
|
Worthington Industries
|
|
|
|
|
|
|
146,600
|
|
|
|
1,615,532
|
|
|
TOTAL INDUSTRIAL
|
|
|
|
|
|
|
|
|
|
|
5,859,940
|
|
|
MEDIA
|
|
|
0.7
|
%
|
|
|
|
|
|
|
|
|
|
Gannett Co.
|
|
|
|
|
|
|
137,100
|
|
|
|
1,096,800
|
|
|
REAL ESTATE
|
|
|
28.5
|
%
|
|
|
|
|
|
|
|
|
|
DIVERSIFIED
|
|
|
4.5
|
%
|
|
|
|
|
|
|
|
|
|
Brookfield Properties Corp.
|
|
|
|
|
|
|
144,450
|
|
|
|
1,116,598
|
|
|
Douglas Emmett
|
|
|
|
|
|
|
95,000
|
|
|
|
1,240,700
|
|
|
Vornado Realty Trust
|
|
|
|
|
|
|
72,700
|
|
|
|
4,387,445
|
|
|
|
|
|
|
|
|
|
6,744,743
|
|
|
HEALTH CARE
|
|
|
1.6
|
%
|
|
|
|
|
|
|
|
|
|
Ventas
|
|
|
|
|
|
|
70,399
|
|
|
|
2,363,294
|
|
|
HOTEL
|
|
|
2.0
|
%
|
|
|
|
|
|
|
|
|
|
Host Hotels & Resorts
|
|
|
|
|
|
|
390,800
|
|
|
|
2,958,356
|
|
|
OFFICE
|
|
|
5.5
|
%
|
|
|
|
|
|
|
|
|
|
Alexandria Real Estate Equities
|
|
|
|
|
|
|
29,900
|
|
|
|
1,804,166
|
|
|
Boston Properties
|
|
|
|
|
|
|
70,000
|
|
|
|
3,850,000
|
|
|
See accompanying notes to financial statements.
8
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
SCHEDULE OF INVESTMENTS(Continued)
December 31, 2008
|
|
|
|
Number
of Shares
|
|
Value
|
|
Kilroy Realty Corp.
|
|
|
|
|
|
|
43,000
|
|
|
$
|
1,438,780
|
|
|
SL Green Realty Corp.
|
|
|
|
|
|
|
44,193
|
|
|
|
1,144,599
|
|
|
|
|
|
|
|
|
|
8,237,545
|
|
|
RESIDENTIALAPARTMENT
|
|
|
4.7
|
%
|
|
|
|
|
|
|
|
|
|
AvalonBay Communities
|
|
|
|
|
|
|
53,221
|
|
|
|
3,224,128
|
|
|
BR
E Properties
|
|
|
|
|
|
|
44,800
|
|
|
|
1,253,504
|
|
|
Essex Property Trust
|
|
|
|
|
|
|
32,300
|
|
|
|
2,479,025
|
|
|
|
|
|
|
|
|
|
6,956,657
|
|
|
SELF STORAGE
|
|
|
3.3
|
%
|
|
|
|
|
|
|
|
|
|
Public Storage
|
|
|
|
|
|
|
62,300
|
|
|
|
4,952,850
|
|
|
SHOPPING CENTER
|
|
|
6.9
|
%
|
|
|
|
|
|
|
|
|
|
COMMUNITY CENTER
|
|
|
2.8
|
%
|
|
|
|
|
|
|
|
|
|
Developers Diversified Realty Corp.
|
|
|
|
|
|
|
197,303
|
|
|
|
962,839
|
|
|
Regency Centers Corp.
|
|
|
|
|
|
|
68,500
|
|
|
|
3,198,950
|
|
|
|
|
|
|
|
|
|
4,161,789
|
|
|
REGIONAL MALL
|
|
|
4.1
|
%
|
|
|
|
|
|
|
|
|
|
Macerich Co.
|
|
|
|
|
|
|
102,400
|
|
|
|
1,859,584
|
|
|
Simon Property Group
|
|
|
|
|
|
|
82,300
|
|
|
|
4,372,599
|
|
|
|
|
|
|
|
|
|
6,232,183
|
|
|
TOTAL SHOPPING CENTER
|
|
|
|
|
|
|
|
|
|
|
10,393,972
|
|
|
TOTAL REAL ESTATE
|
|
|
|
|
|
|
|
|
|
|
42,607,417
|
|
|
TELECOMMUNICATIONS
|
|
|
4.9
|
%
|
|
|
|
|
|
|
|
|
|
AT&T
|
|
|
|
|
|
|
120,327
|
|
|
|
3,429,320
|
|
|
Verizon Communications
|
|
|
|
|
|
|
114,300
|
|
|
|
3,874,770
|
|
|
|
|
|
|
|
|
|
7,304,090
|
|
|
UTILITIES
|
|
|
22.2
|
%
|
|
|
|
|
|
|
|
|
|
ELECTRIC UTILITIES
|
|
|
3.3
|
%
|
|
|
|
|
|
|
|
|
|
DPL
|
|
|
|
|
|
|
117,500
|
|
|
|
2,683,700
|
|
|
Pepco Holdings
|
|
|
|
|
|
|
126,100
|
|
|
|
2,239,536
|
|
|
|
|
|
|
|
|
|
4,923,236
|
|
|
See accompanying notes to financial statements.
9
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
SCHEDULE OF INVESTMENTS(Continued)
December 31, 2008
|
|
|
|
Number
of Shares
|
|
Value
|
|
GAS UTILITIES
|
|
|
4.9
|
%
|
|
|
|
|
|
|
|
|
|
AGL Resources
|
|
|
|
|
|
|
135,900
|
|
|
$
|
4,260,465
|
|
|
WGL Holdings
|
|
|
|
|
|
|
95,500
|
|
|
|
3,121,895
|
|
|
|
|
|
|
|
|
|
7,382,360
|
|
|
MULTI UTILITIES
|
|
|
14.0
|
%
|
|
|
|
|
|
|
|
|
|
Alliant Energy Corp.
|
|
|
|
|
|
|
76,200
|
|
|
|
2,223,516
|
|
|
CenterPoint Energy
|
|
|
|
|
|
|
305,500
|
|
|
|
3,855,410
|
|
|
NSTAR
|
|
|
|
|
|
|
128,000
|
|
|
|
4,670,720
|
|
|
OGE Energy Corp.
|
|
|
|
|
|
|
76,100
|
|
|
|
1,961,858
|
|
|
SCANA Corp.
|
|
|
|
|
|
|
116,100
|
|
|
|
4,133,160
|
|
|
Xcel Energy
|
|
|
|
|
|
|
223,100
|
|
|
|
4,138,505
|
|
|
|
|
|
|
|
|
|
20,983,169
|
|
|
TOTAL UTILITIES
|
|
|
|
|
|
|
|
|
|
|
33,288,765
|
|
|
TOTAL COMMON STOCK (Identified cost$201,143,895)
|
|
|
|
|
|
|
|
|
|
|
147,124,648
|
|
|
SHORT-TERM INVESTMENTS
|
|
|
1.5
|
%
|
|
|
|
|
|
|
|
|
|
MONEY MARKET FUNDS
|
|
Dreyfus Treasury Cash Management Fund, 0.17%
a
|
|
|
|
|
|
|
1,700,321
|
|
|
|
1,700,321
|
|
|
Fidelity Institutional Money Market Treasury Only Fund, 0.54%
a
|
|
|
|
|
|
|
558,335
|
|
|
|
558,335
|
|
|
TOTAL SHORT-TERM INVESTMENTS
(Identified cost$2,258,656)
|
|
|
|
|
|
|
|
|
|
|
2,258,656
|
|
|
TOTAL INVESTMENTS (Identified cost$203,402,551)
|
|
|
99.8
|
%
|
|
|
|
|
|
|
149,383,304
|
|
|
OTHER ASSETS IN EXCESS OF LIABILITIES
|
|
|
0.2
|
%
|
|
|
|
|
|
|
241,085
|
|
|
NET ASSETS (Equivalent to $11.76 per share based on 12,721,550
shares of common stock outstanding)
|
|
|
100.0
|
%
|
|
|
|
|
|
$
|
149,624,389
|
|
|
Note: Percentages indicated are based on the net assets of the Fund.
a
Rate quoted represents the seven day yield of the fund.
See accompanying notes to financial statements.
10
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
December 31, 2008
AS
SETS:
|
|
Investments in securities, at value (Identified cost$203,402,551)
|
|
$
|
149,383,304
|
|
|
Dividends and interest receivable
|
|
|
685,532
|
|
|
Other assets
|
|
|
4,346
|
|
|
Total Assets
|
|
|
150,073,182
|
|
|
LIABILITIES:
|
|
Payable for dividends declared
|
|
|
280,851
|
|
|
Payable for investment management fees
|
|
|
91,728
|
|
|
Payable for administration fees
|
|
|
4,892
|
|
|
Payable for directors' fees
|
|
|
2,090
|
|
|
Other liabilities
|
|
|
69,232
|
|
|
Total Liabilities
|
|
|
448,793
|
|
|
NET ASSETS
|
|
$
|
149,624,389
|
|
|
NET ASSETS consist of:
|
|
Paid-in-capital
|
|
$
|
209,285,133
|
|
|
Accumulated undistributed net investment income
|
|
|
106,925
|
|
|
Accumulated net realized loss
|
|
|
(5,748,422
|
)
|
|
Net unrealized depreciation
|
|
|
(54,019,247
|
)
|
|
|
|
$
|
149,624,389
|
|
|
NET ASSET VALUE PER SHARE:
|
|
($149,624,389 ÷ 12,721,550 shares outstanding)
|
|
$
|
11.76
|
|
|
MARKET PRICE PER SHARE
|
|
$
|
9.65
|
|
|
MARKET PRICE DISCOUNT TO NET ASSET VALUE PER SHARE
|
|
|
(17.94
|
)%
|
|
See accompanying notes to financial statements.
11
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
STATEMENT OF OPERATIONS
For the Year Ended December 31, 2008
Investment Income:
|
|
Dividend income (net of $12,134 of foreign withholding tax)
|
|
$
|
8,861,106
|
|
|
Interest income
|
|
|
10,493
|
|
|
Total Income
|
|
|
8,871,599
|
|
|
Expenses:
|
|
Investment management fees
|
|
|
1,569,160
|
|
|
Professional fees
|
|
|
154,938
|
|
|
Administration fees
|
|
|
114,607
|
|
|
Directors' fees and expenses
|
|
|
53,216
|
|
|
Custodian fees and expenses
|
|
|
39,420
|
|
|
Shareholder reporting expenses
|
|
|
35,902
|
|
|
Transfer agent fees and expenses
|
|
|
18,740
|
|
|
Miscellaneous
|
|
|
39,320
|
|
|
Total Expenses
|
|
|
2,025,303
|
|
|
Net Investment Income
|
|
|
6,846,296
|
|
|
Net Realized and Unrealized Gain (Loss):
|
|
Net realized gain (loss) on:
|
|
Investments
|
|
|
(7,167,828
|
)
|
|
Options
|
|
|
1,418,679
|
|
|
Net realized loss
|
|
|
(5,749,149
|
)
|
|
Net change in unrealized depreciation
|
|
|
(78,812,569
|
)
|
|
Net realized and unrealized loss
|
|
|
(84,561,718
|
)
|
|
Net Decrease in Net Assets Resulting from Operations
|
|
$
|
(77,715,422
|
)
|
|
See accompanying notes to financial statements.
12
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
|
|
For the
Year Ended
December 31, 2008
|
|
For the
Year Ended
December 31, 2007
|
|
Change in Net Assets:
|
|
From Operations:
|
|
Net investment income
|
|
$
|
6,846,296
|
|
|
$
|
6,779,825
|
|
|
Net realized gain (loss)
|
|
|
(5,749,149
|
)
|
|
|
8,406,893
|
|
|
Net change in unrealized appreciation
|
|
|
(78,812,569
|
)
|
|
|
(39,964,505
|
)
|
|
Net decrease in net assets resulting from operations
|
|
|
(77,715,422
|
)
|
|
|
(24,777,787
|
)
|
|
Dividends and Distributions to Shareholders from:
|
|
Net investment income
|
|
|
(6,958,541
|
)
|
|
|
(6,574,595
|
)
|
|
Net realized gain
|
|
|
|
|
|
|
(8,406,639
|
)
|
|
Tax return of capital
|
|
|
(11,839,222
|
)
|
|
|
(9,284,727
|
)
|
|
Total dividends and distributions to shareholders
|
|
|
(18,797,763
|
)
|
|
|
(24,265,961
|
)
|
|
Capital Stock Transactions:
|
|
Decrease in net assets from Fund share transactions
|
|
|
(828,376
|
)
|
|
|
|
|
|
Total decrease in net assets
|
|
|
(97,341,561
|
)
|
|
|
(49,043,748
|
)
|
|
Net Assets:
|
|
Beginning of year
|
|
|
246,965,950
|
|
|
|
296,009,698
|
|
|
End of year
a
|
|
$
|
149,624,389
|
|
|
$
|
246,965,950
|
|
|
a
Includes undistributed net investment income of $106,925 and $218,319, respectively.
See accompanying notes to financial statements.
13
COHEN & STEERS DIVIDEND MAJORS 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 December 31,
|
|
For the Period
January 31, 2005
a
through
|
|
Per Share Operating Performance:
|
|
2008
|
|
2007
|
|
2006
|
|
December 31, 2005
|
|
Net asset value, beginning of period
|
|
$
|
19.29
|
|
|
$
|
23.12
|
|
|
$
|
20.21
|
|
|
$
|
19.10
|
|
|
Income from investment operations:
|
|
Net investment income
|
|
|
0.54
|
|
|
|
0.53
|
|
|
|
0.49
|
|
|
|
0.43
|
b
|
|
Net realized and unrealized gain (loss)
|
|
|
(6.62
|
)
|
|
|
(2.46
|
)
|
|
|
4.72
|
|
|
|
1.75
|
|
|
Total income (loss) from investment operations
|
|
|
(6.08
|
)
|
|
|
(1.93
|
)
|
|
|
5.21
|
|
|
|
2.18
|
|
|
Less dividends and distributions to shareholders from:
|
|
Net investment income
|
|
|
(0.54
|
)
|
|
|
(0.51
|
)
|
|
|
(0.49
|
)
|
|
|
(0.43
|
)
|
|
Net realized gain
|
|
|
|
|
|
|
(0.66
|
)
|
|
|
(1.31
|
)
|
|
|
(0.06
|
)
|
|
Tax return of capital
|
|
|
(0.93
|
)
|
|
|
(0.73
|
)
|
|
|
(0.50
|
)
|
|
|
(0.51
|
)
|
|
Total dividends and distributions to shareholders
|
|
|
(1.47
|
)
|
|
|
(1.90
|
)
|
|
|
(2.30
|
)
|
|
|
(1.00
|
)
|
|
Offering costs charged to paid-in capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.04
|
)
|
|
Dilutive effect of common share offering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.03
|
)
|
|
Anti-dilutive effect from the purchase of common shares
|
|
|
0.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net asset value
|
|
|
(7.53
|
)
|
|
|
(3.83
|
)
|
|
|
2.91
|
|
|
|
1.11
|
|
|
Net asset value, end of period
|
|
$
|
11.76
|
|
|
$
|
19.29
|
|
|
$
|
23.12
|
|
|
$
|
20.21
|
|
|
Market value, end of period
|
|
$
|
9.65
|
|
|
$
|
16.85
|
|
|
$
|
20.60
|
|
|
$
|
17.03
|
|
|
Total net asset value return
c
|
|
|
32.21
|
%
|
|
|
7.64
|
%
|
|
|
28.18
|
%
|
|
|
11.81
|
%
d
|
|
Total market value return
c
|
|
|
36.32
|
%
|
|
|
9.45
|
%
|
|
|
35.54
|
%
|
|
|
10.03
|
%
d
|
|
Ratios/Supplemental Data:
|
|
Net assets, end of period (in millions)
|
|
$
|
149.6
|
|
|
$
|
247.0
|
|
|
$
|
296.0
|
|
|
$
|
258.8
|
|
|
Ratio of expenses to average daily net assets
|
|
|
0.97
|
%
|
|
|
0.92
|
%
|
|
|
0.91
|
%
|
|
|
0.95
|
%
e
|
|
Ratio of net investment income to average daily net assets
|
|
|
3.27
|
%
|
|
|
2.35
|
%
|
|
|
2.17
|
%
|
|
|
2.38
|
%
e
|
|
Portfolio turnover rate
|
|
|
47
|
%
|
|
|
41
|
%
|
|
|
33
|
%
|
|
|
11
|
%
d
|
|
a
Commencement of operations.
b
Calculation based on average shares outstanding.
c
Total market value return is computed based upon the New York Stock Exchange market price of the Fund's shares and excludes the effects of brokerage commissions. Total net asset value return measures the changes in value over the period indicated, taking into account dividends as reinvested. Dividends and distributions, if any, are assumed for purposes of these calculations, to be reinvested at prices obtained under the Fund's dividend reinvestment plan.
d
Not annualized.
e
Annualized.
See accompanying notes to financial statements.
14
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
NOTES TO FINANCIAL STATEMENTS
Note 1. Significant Accounting Policies
Cohen & Steers Dividend Majors Fund, Inc. (the Fund) was incorporated under the laws of the State of Maryland on September 13, 2004 and is registered under the Investment Company Act of 1940 as amended, as a diversified, closed-end management investment company. The Fund's investment objective is to achieve high total return.
The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The policies 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 New York Stock Exchange are valued, except as indicated below, at the last sale price reflected at the close of the New York Stock Exchange 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 asked prices for the day or, if no asked price is available, at the bid price. Exchange traded options are valued at their last sale price as of the close of options trading on applicable exchanges. In the absence of a last sale, options are valued at the average of the quoted bid and asked prices as of the close of business. Over-the-counter options quotations are provided by the respective counterparty.
Securities not listed on the New York Stock Exchange but listed on other domestic or foreign securities exchanges or admitted to trading on the National Association of Securities Dealers Automated Quotations, Inc. (Nasdaq) national market system are valued in a similar manner. Securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined as reflected on the tape at the close of the exchange representing the principal market for such securities.
Readily marketable securities traded in the over-the-counter market, including listed securities whose primary market is believed by Cohen & Steers Capital Management, Inc. (the investment manager) to be over-the-counter, but excluding securities admitted to trading on the Nasdaq National List, are valued at the official closing prices as reported by Nasdaq, the National Quotation Bureau, or such other comparable sources as the Board of Directors deem appropriate to reflect their fair market value. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices for the day, or if no asked price is available, at the bid price. However, certain fixed-income securities may be valued on the basis of prices provided by a pricing service when such prices are believed by the Board of Directors to reflect the fair market value of such securities. Where securities are traded on more than one exchange and also over-the-counter, the securities will generally be valued using the quotations the Board of Directors believes most closely reflect the value of such securities.
Securities for which market prices are unavailable, or securities for which the investment manager determines that bid and/or asked price does not reflect market value, will be valued at fair value pursuant to procedures
15
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
NOTES TO FINANCIAL STATEMENTS(Continued)
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 recent transactions in comparable securities, information relating to the specific security and developments in the 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.
Short-term debt securities, which have a maturity date of 60 days or less, are valued at amortized cost, which approximates value.
The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" ("FAS 157"), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an investment or pay to transfer a liability in a timely 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. FAS 157 establishes a single definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value based on inputs used to value the Fund's investments, and requires additional disclosure about fair value. The hierarchy of inputs is summarized below.
Level 1quoted prices in active markets for identical investments
Level 2other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
Level 3significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used as of December 31, 2008 in valuing the Fund's investments carried at value:
|
|
|
|
Fair Value Measurements at December 31, 2008 Using
|
|
|
|
Total
|
|
Quoted Prices In
Active Market for
Identical Assets
(Level 1)
|
|
Significant
Other Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Investments in Securities
|
|
$
|
149,383,304
|
|
|
$
|
147,124,648
|
|
|
$
|
2,258,656
|
|
|
$
|
|
|
|
16
COHEN & STEERS DIVIDEND MAJORS 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. The Fund records distributions received in excess of income from underlying investments as a reduction of cost of investments and/or realized gain. Such amounts are based on estimates if actual amounts are not available, and actual amounts of income, realized gain and return of capital may differ from the estimated amounts. The Fund adjusts the estimated amounts of the components of distributions (and consequently its net investment income) as an increase to unrealized appreciation/(depreciation) and realized gain/(loss) on investments as necessary once the issuers provide information about the actual composition of the distributions.
Options:
The Fund may write covered call options on an index or a security. When a Fund writes (sells) an option, an amount equal to the premium received by the Fund is recorded in the Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written. When an option expires, the Fund realizes a gain or loss on the option to the extent of the premiums received. Premiums received from writing options which are exercised or are closed, are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. The Fund, as writer of an option, bears the market risk of an unfavorable change in the price of the underlying index or security. Other risks include the possibility of an illiquid options market or the inability of the counterparties to fulfill their obligations under the contract.
Dividends and Distributions to Shareholders:
Dividends from net investment income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from GAAP. Dividends from net investment income, if any, are declared and paid monthly. Commencing in 2009, dividends will be declared and paid quarterly. Net realized capital gains, unless offset by any available capital loss carryforward, are typically distributed to shareholders at least annually. Dividends and distributions to shareholders are recorded on the ex-dividend date and are automatically reinvested in full and fractional shares of the Fund 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 December 31, 2008, a portion of the dividends have been reclassified to return of capital.
Income Taxes:
It is the policy of the Fund to continue to qualify as a regulated investment company, if such qualification is in the best interest of the shareholders, by complying with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies, and by distributing substantially all of its taxable earnings to its shareholders. Accordingly, no provision for federal income or excise tax is necessary. The Fund has adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position must meet before being recognized in the financial statements. An assessment of the Fund's tax positions has been
17
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
NOTES TO FINANCIAL STATEMENTS(Continued)
made and it has been determined that there is no impact to the Fund's financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.
Note 2. Investment Management Fees, Administration Fees and Other Transactions with Affiliates
Investment Management Fees:
The investment manager serves as the Fund's investment manager pursuant to an investment management agreement (the management agreement). Under the terms of the management agreement, the investment manager provides the Fund with day-to-day investment decisions and generally manages the Fund's investments in accordance with the stated polices of the Fund, subject to the supervision of the Board of Directors.
For the services under the investment management agreement, the Fund pays the investment manager an investment management fee, accrued daily and paid monthly, at an annual rate of 0.75% of the Fund's average daily net assets.
Administration Fees:
The Fund has entered into an administration agreement with the advisor under which the advisor performs certain administrative functions for the Fund and receives a fee, accrued daily and paid monthly, at the annual rate of 0.04% of the Fund's average daily net assets. For the year ended December 31, 2008, the Fund paid the advisor $83,689 in fees under this administration agreement. Additionally, the Fund pays State Street Bank and Trust Company as sub-administrator under a fund accounting and administration agreement.
Directors' and Officers' Fees:
Certain directors and officers of the Fund are also directors, officers, and/or employees of the investment manager. The Fund does not pay compensation to any affiliated directors and officers except for the Chief Compliance Officer, who received $2,247 from the Fund for the year ended December 31, 2008.
Note 3. Purchases and Sales of Securities
Purchases and sales of securities, excluding short-term investments, for the year ended December 31, 2008 , totaled $98,121,978 and $109,466,887, respectively.
Transactions in options written during the year ended December 31, 2008, were as follows:
|
|
Number
of Contracts
|
|
Premium
|
|
Options outstanding at December 31, 2007
|
|
|
|
|
|
$
|
|
|
|
Options written
|
|
|
2,884,156
|
|
|
|
3,286,809
|
|
|
Options expired
|
|
|
(1,367,588
|
)
|
|
|
(1,424,832
|
)
|
|
Options terminated in closing transactions
|
|
|
(1,516,568
|
)
|
|
|
(1,861,977
|
)
|
|
Options outstanding at December 31, 2008
|
|
|
|
|
|
$
|
|
|
|
18
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
NOTES TO FINANCIAL STATEMENTS(Continued)
Note 4. Income Tax Information
The tax character of dividends and distributions paid was as follows:
|
|
For the Year Ended
December 31,
|
|
|
|
2008
|
|
2007
|
|
Ordinary income
|
|
$
|
6,958,541
|
|
|
$
|
6,574,595
|
|
|
Long-term capital gains
|
|
|
|
|
|
|
8,406,639
|
|
|
Tax return of capital
|
|
|
11,839,222
|
|
|
|
9,284,727
|
|
|
Total dividends and distributions
|
|
$
|
18,797,763
|
|
|
$
|
24,265,961
|
|
|
As of December 31, 2008, the tax-basis components of accumulated earnings and the federal tax cost were as follows:
Gross unrealized appreciation
|
|
$
|
3,643,803
|
|
|
Gross unrealized depreciation
|
|
|
(57,663,050
|
)
|
|
Net unrealized depreciation
|
|
$
|
(54,019,247
|
)
|
|
Cost for federal income tax purposes
|
|
$
|
203,402,551
|
|
|
As of December 31, 2008, the Fund had a net capital loss carryforward of $5,748,422, which will expire on December 31, 2016. This carryforward may be used to offset future capital gains to the extent provided by regulations.
As of December 31, 2008, the Fund had permanent book/tax differences primarily attributable to income redesignations. To reflect reclassifications arising from the permanent differences, paid-in capital was charged $1,578, accumulated net realized loss was credited $727 and accumulated net investment income was credited $851.
Note 5. Capital Stock
The Fund is authorized to issue 100 million shares of common stock at a par value of $0.001 per share.
During the years ended December 31, 2008 and December 31, 2007, the Fund issued no shares of common stock for the reinvestment of dividends.
On June 12, 2008, the Board of Directors of the Fund approved 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 total assets ("Share Repurchase Program") through the current fiscal year ending December 31, 2008. During the year ended December 31, 2008, the Fund repurchased 83,700 Treasury shares of its common stock at an average price of $9.87 per share (including brokerage commissions) and a
19
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
NOTES TO FINANCIAL STATEMENTS(Continued)
weighted average discount of 24.0%. These repurchases, which had a total cost of $828,376, resulted in an increase of $0.02 to the Fund's net asset value. On December 17, 2008, the Board of Directors authorized the continuation of the Share Repurchase Program through fiscal year ending December 31, 2009.
Note 6. 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 7. New Accounting Pronouncement
In March 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities ("FAS 161"), an amendment of FASB Statement No. 133. FAS 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for, and (c) how derivative instruments and related hedged items affect the Fund's financial position, financial performance, and cash flows. Management is currently evaluating the impact the adoption of this pronouncement will have on the Fund's financial statements. FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008.
20
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Cohen & Steers Dividend Majors Fund, Inc.
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Cohen & Steers Dividend Majors Fund, Inc. (the "Fund") at December 31, 2008, the results of its operations 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 presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
February 23, 2009
21
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
AVERAGE ANNUAL TOTAL RETURNS
(periods ended December 31, 2008) (Unaudited)
Based on Net Asset Value
|
|
Based on Market Value
|
|
One Year
|
|
Since Inception
(1/31/05)
|
|
One Year
|
|
Since Inception
(1/31/05)
|
|
|
32.21
|
%
|
|
|
2.73
|
%
|
|
|
36.32
|
%
|
|
|
8.60
|
%
|
|
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.
TAX INFORMATION2008 (Unaudited)
Pursuant to the Jobs and Growth Relief Reconciliation Act of 2003, the Fund designates qualified dividend income of $6,598,968. Additionally, 93.3% of the ordinary dividends qualified for the dividends received deduction available to corporations.
REINVESTMENT PLAN
On March 18, 2008, the Board of Directors of the Fund approved changes to the Fund's dividend reinvestment plan (the "Plan"). The revised Plan is set forth below.
The Fund has a dividend reinvestment plan commonly referred to as an "opt-out" 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 The Bank of New York Mellon 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.
22
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
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 on Dividend payment date equals or is less than the market price per share on such day plus estimated brokerage commissions, the Plan Agent will cease making open market purchases and the uninvested portion of such Dividends shall be filled through the issuance of new shares of common stock from the Fund at the price set forth in the immediately preceding paragraph.
Participants in the Plan may withdraw from the Plan upon notice to the Plan Agent. Such withdrawal will be effective immediately if received not less than ten days prior to a Dividend record date; otherwise, it will be effective for all subsequent Dividends. When a participant withdraws from the Plan or upon termination of the Plan as provided below, certificates for whole common shares credited to his or her account under the Plan will be issued and a cash payment will be made for any fraction of a common share credited to such account. 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 Web site at cohenandsteers.com or (iii) on the Securities and Exchange Commission's Web site 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 (i) without charge, upon request, by calling 800-330-7348 or (ii) on the SEC's Web site 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 Web site 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 the distributions paid by the Fund to shareholders are subject to recharacterization for tax purposes. The Fund may also pay distributions in excess of the Fund's net investment company taxable income and this excess would be a tax-free return of capital distributed from the Fund's assets. To the extent this occurs, the
23
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
Fund's shareholders of record will be notified of the estimated amount of capital returned to shareholders for each such distribution and this information will also be available at cohenandsteers.com. The final tax treatment of all distributions is reported to shareholders on their 1099-DIV forms, which are mailed after the close of each calendar year. Distributions of capital decrease the Fund's total assets and, therefore, could have the effect of increasing the Fund's expense ratio. In addition, in order to make these distributions, the Fund may have to sell portfolio securities at a less than opportune time.
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that the Fund may purchase, from time to time, shares of its common stock in the open market.
On March 18, 2008, the Board of Directors of the Fund approved the expansion of the options strategy to permit the Fund to write options on custom baskets of securities and customized indexes and to remove any requirement that a Fund must hold an exchange-traded Fund ("ETF") as a portfolio security in order to write an option on an ETF.
The Fund may write covered call options on securities (including securities of ETFs), stock indices or custom baskets of securities that are traded on U.S. or foreign exchanges or over-the-counter (OTC). An option on a security is a contract that gives the purchaser of the option, in return for the premium paid, the right to buy a specified security (in the case of a call option) from the writer of the option at a designated price during the term of the option. An option on a securities index or basket of securities gives the purchaser of the option, in return for the premium paid, the right to receive from the seller cash equal to the difference between the closing price of the index or basket of securities and the exercise price of the option.
The Fund may write a call option on a security (other than securities of ETFs) only if the option is "covered." A call option on a security written by the Fund is covered if the Fund owns the underlying security covered by the call. The Fund will cover call options on ETFs, stock indices or custom baskets by owning securities whose price changes, in the opinion of the investment manager, are expected to be similar to those of the ETF, index or basket, or in such other manner as may be in accordance with the rules of any exchange on which the option is traded and other applicable laws and regulations. Nevertheless, where the Fund covers a call option on an ETF, stock index or custom basket through ownership of securities, such securities may not match the composition of the ETF, index or basket. In that event, the Fund will not be fully covered and could be subject to risk of loss in the event of adverse changes in the value of the ETF, index or basket.
The value of the underlying securities, ETFs, indices and baskets on which options may be written at any one time will not exceed 25% of the total managed assets of the Fund.
The Fund will receive a premium for writing a call option, which will increase the Fund's realized gains in the event the option expires unexercised or is closed out at a profit. If the value of a security, ETF, index or basket on which the Fund has written a call option falls or remains the same, the Fund will realize a profit in the form of the premium received (less transaction costs) that could offset all or a portion of any decline in the value of the
24
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
portfolio securities being hedged. A rise in the value of the underlying security, ETF, index or basket, however, exposes the Fund to possible loss or loss of opportunity to realize appreciation in the value of the underlying security, ETF, index or basket.
There can be no assurance that a liquid market will exist when the Fund seeks to close out an option position. Trading could be interrupted, for example, because of supply and demand imbalances arising from a lack of either buyers or sellers, or the options exchange could suspend trading after the price has risen or fallen more than the maximum specified by the exchange. In addition, when the Fund enters into OTC options (including options on custom baskets of securities), these options are not traded on or govern by the rules of any exchange, and the Fund's ability to close out an OTC option is subject to the terms of the option contract and the creditworthiness of the option counterparty. Although the Fund may be able to offset to some extent any adverse effects of being unable to liquidate an option position, the Fund may experience losses in some cases as a result of such inability.
On June 18, 2008, the Board of Directors of the Fund approved changes to the Fund's policies and procedures with respect to the disclosure of the Fund's portfolio securities permitting the Fund to post an uncertified list of portfolio holdings on the Web site at http://www.cohenandsteers.com, no earlier than 15 days after the end of each calendar quarter. The holdings information remains available until the Fund files a report on Form N-Q or Form NCSR for the period that includes the date as of which the information is current. In addition to information on portfolio holdings, other Fund statistical information may be found on the Cohen & Steers Funds' Web site or by calling 800-330-7348.
As required, the Fund has submitted to the New York Stock Exchange ("NYSE") the annual certification of the Fund's chief executive officer certifying as to compliance with of the NYSE's Corporate Governance listing standards. The Fund also has included the certifications of the Fund's chief executive officer and chief financial officer required by Section 302 of the Sarbanes-Oxley Act of 2002 as exhibits to its most recent Form N-CSR.
PRIVACY POLICY*
In the course of doing business with Cohen & Steers, you may share personal information with us. We are committed to maintaining the privacy of this information and recognize the importance of preventing unauthorized access to it. You may provide personal information on account applications and requests for forms or other literature (such as your address and social security number) and through account transactions with us (such as purchases, sales and account balances). You may also provide us with this information through written, electronic and telephone account inquiries.
We do not sell personal information about current and former customers to anyone, and we do not disclose it unless necessary to process a transaction, service an account or as otherwise required or permitted by law. For example, we may disclose information to companies that perform administrative services for Cohen & Steers, such
* This privacy policy applies to the following Cohen & Steers companies: Cohen & Steers Capital Management, Inc., Cohen & Steers Securities, LLC, Cohen & Steers Capital Advisors, LLC and the Cohen & Steers Funds.
25
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
as transfer agents, or printers that assist us in the distribution of investor materials. These organizations will use this information only for purposes of providing the required services or as otherwise may be required by law. We may also share personal information within the Cohen & Steers family of companies to provide you with additional information about our products and services.
We maintain physical, electronic and procedural safeguards to protect your personal information. Within Cohen & Steers, we restrict access to your personal information to those employees who need it to perform their jobs, such as servicing your account or informing you of new products and services.
The accuracy of your personal information is important. If you need to correct or update your personal or account information, please call us at 800-330-7348. We will be happy to review, correct or update your personal or account information.
APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT
The Board of Directors of the Fund, including a majority of the directors who are not parties to the Fund's investment management agreement (the "Management Agreement"), or interested persons of any such party ("Independent Directors"), has the responsibility under the 1940 Act to approve the Fund's Management Agreement for its initial two year term and its 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 held in person on September 16 - 17, 2008, the Management Agreement was discussed and was unanimously continued for a one-year term 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 meeting and executive session.
In considering whether to continue the Management Agreement, the Board of Directors reviewed materials provided by the Fund's investment manager (the "Investment Manager") and Fund counsel which included, among other things, fee, expense and performance information compared to peer funds ("Peer Funds") prepared by an independent data provider, supplemental performance and summary information prepared by the Investment Manager, and memoranda 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 management personnel. In addition, the Board of Directors considered information provided from time to time by the Investment Manager 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 Manager:
The Board of Directors reviewed the services that the Investment Manager provides to the Fund, including, but not limited to, making the day-to-day investment decisions for the Fund, and 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 amount of time the Investment Manager dedicates to the Fund and the types of transactions that were being done on behalf of the Fund. Additionally, the Board of Directors took into account the
26
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
services provided by the Investment Manager to its other funds, including those that have investment objectives and strategies similar to the Fund.
The Board of Directors next considered the education, background and experience of the Investment Manager's personnel, noting particularly that the favorable history and reputation of the portfolio managers for the Fund, has had, and would likely continue to have, a favorable impact on the success of the Fund. The Board of Directors further noted the Investment Manager's ability to attract quality and experienced personnel. The Board of Directors then considered the administrative services provided by the Investment Manager, including compliance and accounting services. After consideration of the above factors, among others, the Board of Directors concluded that the nature, quality and extent of services provided by the Investment Manager are adequate and appropriate.
(ii) Investment performance of the Fund and the Investment Manager:
The Board of Directors considered the investment performance of the Fund compared to Peer Funds and compared to relevant benchmarks. The Board of Directors noted that the Fund underperformed the Peer Fund median and its benchmark for the one-year period ended June 30, 2008. For the three-year period ended June 30, 2008, the Fund performed at the Peer Fund median and underperformed its benchmark.
The Board of Directors also considered the Investment Manager's performance in managing other funds that invest in real estate securities, large cap value securities and dividend paying stocks. The Board of Directors determined that Fund performance, in light of all of the considerations noted above, was satisfactory.
(iii) Cost of the services to be provided and profits to be realized by the Investment Manager from the relationship with the Fund:
Next, the Board of Directors considered the management fees and administrative fees payable by the Fund, as well as total expense ratios. As part of their analysis, the Board of Directors gave substantial consideration to the fee and expense analyses provided by the independent data provider. The Board of Directors noted that the Fund's management fee was lower than the Peer Funds' medians, while the effective management fee was at the Peer Funds' median. The Board of Directors further noted that the gross and net expense ratios were lower than the Peer Funds' medians. The Board of Directors concluded that the Fund's current expense structure is competitive in the peer group.
The Board of Directors also reviewed information regarding the profitability to the Investment Manager of its relationship with the Fund. The Board of Directors considered the level of the Investment Manager's profits and whether the profits were reasonable for the Investment Manager. The Board of Directors noted that the Investment Manager was currently waiving fees and/or reimbursing expenses of the Fund. The Board of Directors took into consideration other benefits to be derived by the Investment Manager in connection with the Management Agreement, 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 Manager receives by allocating the Fund's brokerage transactions. The Board of Directors also considered the fees received by the Investment Manager under the Administration Agreement, but noted the significant services received, such as operational services and furnishing office space and facilities for the Fund, and providing persons satisfactory to the Board of Directors to
27
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
serve as officers of the Fund, and that these services were beneficial to the Fund. The Board of Directors concluded that the profits realized by the Investment Manager from its administrative relationship with the Fund were reasonable and consistent with 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, shareholders appropriately benefited from economies of scale.
(v) Comparison of services rendered and fees paid to those under other investment management contracts, such as contracts of the same and other investment managers or other clients:
As discussed above in (i) and (iii), the Board of Directors compared both the services rendered and the fees paid under the Management Agreement to those under other investment management contracts of other investment managers managing Peer Funds. The Board of Directors compared both the services rendered and the fees paid under the Management Agreement to the Investment Manager's other fund advisory agreements. The Board of Directors determined that on a comparative basis the fees under the Management Agreement 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 Management Agreement.
28
COHEN & STEERS DIVIDEND MAJORS 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 advisor, administrator, custodian and transfer agent. The management of the Fund's day-to-day operations is delegated to its officers, the advisor and the Fund's administrator, subject always to the investment objective and policies of the Fund and to the general supervision of the Board of Directors.
The directors and officers of the Fund and their principal occupations during the past five years are set forth below. The statement of additional information (SAI) includes additional information about Fund directors and is available, without charge, upon request by calling 1-800-330-7348.
Name, Address and Age*
|
|
Position(s) Held
with Fund
|
|
Term of
Office
|
|
Principal Occupation
During Past 5 Years
(Including Other
Directorships Held)
|
|
Number of
Funds Within
Fund
Complex
Overseen by
Director
(Including
the Fund)
|
|
Length
of Time
Served**
|
|
Interested Directors
1
|
|
|
Robert H. Steers Age: 55
|
|
Director and Co-Chairman
|
|
|
2009
|
|
|
Co-Chairman and Co-Chief Executive Officer of Cohen & Steers Capital Management, Inc. (CSCM), the fund's investment manager, and its parent company, Cohen & Steers, Inc. (CNS) since
2004. Vice President and Director, Cohen & Steers Securities, LLC (CSSL), the Cohen & Steers open-end funds' distributor. Prior thereto, Chairman of CSCM and the Cohen & Steers funds.
|
|
|
21
|
|
|
1991
to
present
|
|
|
Martin Cohen Age: 60
|
|
Director and Co-Chairman
|
|
|
2010
|
|
|
Co-Chairman and Co-Chief Executive Officer of CSCM and CNS. Vice President and Director of CSSL. Prior thereto, President of the CSCM and the Cohen & Steers funds.
|
|
|
21
|
|
|
1991
to
present
|
|
|
(table continued on next page)
* The address for each director is 280 Park Avenue, New York, NY 10017.
** 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.
1
"Interested person", as defined in the 1940 Act, of the Fund because of affiliation with CSCM.
29
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
(table continued from previous page)
Name, Address and Age*
|
|
Position(s) Held
with Fund
|
|
Term of
Office
|
|
Principal Occupation
During Past 5 Years
(Including Other
Directorships Held)
|
|
Number of
Funds Within
Fund
Complex
Overseen by
Director
(Including
the Fund)
|
|
Length
of Time
Served**
|
|
Disinterested Directors
|
|
|
Bonnie Cohen
2
Age: 66
|
|
Director
|
|
|
2011
|
|
|
Consultant. Director, Reis, Inc. (formerly Wellsford Real Property); Vice-Chair of the Board of Global Heritage Fund; Investment Committee, The Moriah Fund; Advisory Committee member, The Posse Foundation; Vice-Chair, District of Columbia Public Libraries; Board member, Washington National Opera. Former Under Secretary of State for Management, United States Department of State, 1996-2000.
|
|
|
21
|
|
|
2001
to
present
|
|
|
George Grossman Age: 55
|
|
Director
|
|
|
2009
|
|
|
Attorney-at-law
|
|
|
21
|
|
|
1993
to
present
|
|
|
Richard E. Kroon Age: 66
|
|
Director
|
|
|
2011
|
|
|
Member of Investment Committee, Monmouth University; retired Chairman and Managing Partner of the Sprout Group venture capital funds, then an affiliate of Donaldson, Lufkin & Jenrette Securities Corporation; and former Chairman of the National Venture Capital Association.
|
|
|
21
|
|
|
2004
to
present
|
|
|
Richard J. Norman Age: 65
|
|
Director
|
|
|
2010
|
|
|
Private Investor. Advisory Board Member of the Salvation Army. Member of the Chaplain's CoreDC Department of Corrections. Prior thereto, Investment Representative of Morgan Stanley Dean Witter.
|
|
|
21
|
|
|
2001
to
present
|
|
|
(table continued on next page)
* The address for each director is 280 Park Avenue, New York, NY 10017.
** 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.
2
Martin Cohen and Bonnie Cohen are not related.
30
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
(table continued from previous page)
Name, Address and Age*
|
|
Position(s) Held
with Fund
|
|
Term of
Office
|
|
Principal Occupation
During Past 5 Years
(Including Other
Directorships Held)
|
|
Number of
Funds Within
Fund
Complex
Overseen by
Director
(Including
the Fund)
|
|
Length
of Time
Served**
|
|
Frank K. Ross Age: 65
|
|
Director
|
|
|
2010
|
|
|
Professor of Accounting, Howard University; Board member of Pepco
Holdings, Inc. (electric utility). Formerly, Midatlantic Area Managing Partner for Audit and Risk Advisory Services at KPMG LLP and Managing Partner of its Washington, DC office.
|
|
|
21
|
|
|
2004
to
present
|
|
|
Willard H. Smith Jr. Age: 72
|
|
Director
|
|
|
2011
|
|
|
Board member of Essex Property Trust Inc., Realty Income Corporation and Crest Net Lease, Inc. Managing Director at Merrill Lynch & Co., Equity Capital Markets Division from 1983 to 1995.
|
|
|
21
|
|
|
1996
to
present
|
|
|
C. Edward Ward Jr. Age: 62
|
|
Director
|
|
|
2009
|
|
|
Member of the Board of Trustees of Directors Manhattan College, Riverdale, New York. Formerly head of closed-end fund listings for the New York Stock Exchange.
|
|
|
21
|
|
|
2004
to
present
|
|
|
* The address for each director is 280 Park Avenue, New York, NY 10017.
** 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.
31
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
The officers of the Fund (other than Messrs. Cohen and Steers, whose biographies are provided above), their address, their ages and their principal occupations for at least the past five years are set forth below.
Name, Address and Age*
|
|
Position(s) Held
with Fund
|
|
Principal Occupation During Past 5 Years
|
|
Length
of Time
Served**
|
|
Adam M. Derechin Age: 44
|
|
President and Chief Executive Officer
|
|
Chief Operating Officer of CSCM (since 2003) and CNS (since 2004). Prior to that, Senior Vice President of CSCM and Vice President and Assistant Treasurer of the Cohen & Steers funds.
|
|
Since 2005
|
|
|
Joseph M. Harvey Age: 45
|
|
Vice President
|
|
President and Chief Investment Officer of CSCM (since 2003) and President of CNS (since 2004). Prior to that, Senior Vice President and Director of Investment Research of CSCM.
|
|
Since 2004
|
|
|
Richard E. Helm Age: 49
|
|
Vice President
|
|
Senior Vice President of CSCM since 2005. Prior to that, VP and senior portfolio manager at WM Advisors, Inc.
|
|
Since 2005
|
|
|
Yigal D. Jhirad Age: 44
|
|
Vice President
|
|
Senior Vice President of CSCM since 2007. Prior to that, executive director at Morgan Stanley and head of prime brokerage equity product marketing responsible for developing and marketing quantitative and derivatives product to hedge funds.
|
|
Since 2007
|
|
|
Francis C. Poli Age: 46
|
|
Secretary
|
|
Executive Vice President, Secretary and General Counsel of CSCM and CNS since March 2007. Prior thereto, General Counsel of Allianz Global Investors of America LP.
|
|
Since 2007
|
|
|
James Giallanza Age: 42
|
|
Treasurer and Chief Financial Officer
|
|
Senior Vice President of CSCM since September 2006. Prior thereto, Deputy Head of the US Funds Administration and Treasurer & CFO of various mutual funds within the Legg Mason (formally Citigroup Asset Management) fund complex from August 2004 to September 2006; Director/Controller of the US wholesale business at UBS Global Asset Management (U.S.) from September 2001 to July 2004.
|
|
Since 2006
|
|
|
Lisa D. Phelan Age: 40
|
|
Chief Compliance Officer
|
|
Senior Vice President & Director of Compliance of CSCM since January 2006. Chief Compliance Officer of CSSL since 2004. Prior to that, Compliance Officer of CSCM since 2004. Chief Compliance Officer, Avatar Associates & Overture Asset Managers, 2003-2004. First VP, Risk Management, Prudential Securities, Inc. 2000-2003.
|
|
Since 2006
|
|
|
* The address of each officer is 280 Park Avenue, New York, NY 10017.
** Officers serve one-year terms. The length of time served represents the year in which the officer was first elected to that position in any fund in the Cohen & Steers fund complex. All of the officers listed above are officers of one or more of the other funds in the complex.
32
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
Meet the Cohen & Steers family of open-end funds:
C
OHEN &
S
TEERS
R
EALTY
S
HARES
Designed for investors seeking total return, investing primarily in REITs
Symbol: CSRSX
C
OHEN &
S
TEERS
R
EALTY
I
NCOME
F
UND
Designed for investors seeking maximum total return, investing primarily in real estate securities with an emphasis on both income and capital appreciation
Symbols: CSEIX, CSBIX, CSCIX, CSDIX
C
OHEN &
S
TEERS
I
NTERNATIONAL
R
EALTY
F
UND
Designed for investors seeking total return, investing primarily in international real estate securities
Symbols: IRFAX, IRFCX, IRFIX
C
OHEN &
S
TEERS
D
IVIDEND
V
ALUE
F
UND
Designed for investors seeking high current income and long-term growth of income and capital appreciation, investing primarily in dividend paying common stocks and preferred
stocks
Symbols: DVFAX, DVFCX, DVFIX
C
OHEN &
S
TEERS
I
NSTITUTIONAL
G
LOBAL
R
EALTY
S
HARES
Designed for institutional investors seeking total
return,
investing primarily in global real estate
securities
Symbol: GRSIX
C
OHEN &
S
TEERS
I
NSTITUTIONAL
R
EALTY
S
HARES
Designed for institutional investors seeking total return, investing primarily in REITs
Symbol: CSRIX
C
OHEN &
S
TEERS
G
LOBAL
R
EALTY
S
HARES
Designed for investors seeking total
return, investing primarily in global real estate equity
securities
Symbols: CSFAX, CSFBX, CSFCX, CSSPX
C
OHEN &
S
TEERS
G
LOBAL
I
NFRASTRUCTURE
F
UND
Designed for investors seeking total return, investing primarily in global infrastructure securities
Symbols: CSUAX, CSUBX, CSUCX, CSUIX
C
OHEN &
S
TEERS
A
SIA
P
ACIFIC
R
EALTY
S
HARES
Designed for investors seeking total return, investing primarily in real estate securities located in the Asia Pacific region
Symbols: APFAX, APFCX, APFIX
C
OHEN &
S
TEERS
E
UROPEAN
R
EALTY
S
HARES
Designed for investors seeking total return, investing primarily in real estate securities located in Europe
Symbols: EURAX, EURCX, EURIX
Please consider the investment objectives, risks, charges and expenses of the fund carefully before investing. A prospectus containing this and other information can be obtained by calling 800-330-7348 or by visiting cohenandsteers.com. Please read the prospectus carefully before investing.
Cohen & Steers Securities, LLC, Distributor
33
COHEN & STEERS DIVIDEND MAJORS FUND, INC.
OFFICERS AND DIRECTORS
Robert H. Steers
Director and co-chairman
Martin Cohen
Director and co-chairman
Bonnie Cohen
Director
George Grossman
Director
Richard E. Kroon
Director
Richard J. Norman
Director
Frank K. Ross
Director
Willard H. Smith Jr.
Director
C. Edward Ward, Jr.
Director
Adam M. Derechin
President and chief executive officer
Joseph M. Harvey
Vice president
Richard E. Helm
Vice president
Yigal D. Jhirad
Vice president
Francis C. Poli
Secretary
James Giallanza
Treasurer and chief financial officer
Lisa D. Phelan
Chief compliance officer
KEY INFORMATION
Investment Manager
Cohen & Steers Capital Management, Inc.
280 Park Avenue
New York, NY 10017
(212) 832-3232
Fund Subadministrator and Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111
Transfer Agent
The Bank of New York Mellon
480 Washington Boulevard
Jersey City, NJ 07310
(866) 227-0757
Legal Counsel
Stroock & Stroock & Lavan, LLP
180 Maiden Lane
New York, NY 10038
New York Stock Exchange Symbol: DVM
Web site: cohenandsteers.com
This report is for shareholder information. This is not a prospectus intended for use in the purchase or sale of Fund shares. Past performance is of course no guarantee of future results and your investment may be worth more or less at the time you sell.
34
COHEN & STEERS
DIVIDEND MAJORS FUND
280 PARK AVENUE
NEW YORK, NY 10017
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ANNUAL REPORT
December 31, 2008
DVMAR
Item
2. Code of Ethics.
The registrant has
adopted a Code of Ethics that applies to its Principal Executive Officer and
Principal Financial Officer. The registrant undertakes to provide to any person
without charge, upon request, a copy of the Code of Ethics. Such request can be
made by calling 800-330-7348 or writing to the Secretary of the registrant, 280
Park Avenue, New York, NY 10017.
Item
3. Audit Committee Financial Expert.
The registrants board has
determined that Frank K. Ross, a member of the boards Audit Committee, is an audit
committee financial expert. Mr. Ross
is independent, as such term is defined in this Item.
Item 4. Principal Accountant Fees and Services.
(a) (d) Aggregate
fees billed to the registrant for the last two fiscal years for professional
services rendered by the registrants principal accountant were as follows:
|
|
2008
|
|
2007
|
|
Audit Fees
|
|
$
|
47,000
|
|
$
|
45,000
|
|
Audit-Related Fees
|
|
|
|
9,000
|
|
Tax Fees
|
|
14,900
|
|
14,000
|
|
All Other Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit-related
fees were billed in connection with the preparation and issuance of
certification reports to rating agencies relating to the registrants preferred
shares. Tax fees were billed in
connection with the preparation of tax returns, calculation and designation of
dividends and other miscellaneous tax services.
Aggregate fees billed by
the registrants principal accountant for the last two fiscal years for
non-audit services provided to the registrants investment adviser (not
including a sub-adviser whose role is primarily portfolio management and is
subcontracted or overseen by another investment adviser) and any entity
controlling, controlled by, or under common control with the investment adviser
that provides ongoing services to the registered investment company, where the
engagement relates directly to the operations and financial reporting of the
registrant, were as follows:
|
|
2008
|
|
2007
|
|
Audit-Related Fees
|
|
|
|
|
|
Tax Fees
|
|
|
|
|
|
All Other Fees
|
|
$
|
110,000
|
|
$
|
109,000
|
|
|
|
|
|
|
|
|
|
These other fees were
billed in connection with internal control reviews.
(e)(1)
The registrants 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 registrants principal accountant for the registrants
investment adviser (not including any sub-adviser whose role is primarily portfolio
management and is subcontracted with or overseen by another investment adviser)
and/or to any entity controlling, controlled by or under common control
with the registrants investment adviser 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 registrants
principal accountant to the investment adviser.
(e) (2) No services included in (b) (d) above
were approved by the audit committee pursuant to paragraphs (c)(7)(i)(C) of
Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) For the fiscal years ended December 31,
2008 and December 31, 2007, the aggregate fees billed by the registrants
principal accountant for non-audit services rendered to the registrant and for
non-audit services rendered to the registrants investment adviser (not
including any sub-adviser whose role is primarily portfolio management and is
subcontracted with or overseen by another investment adviser)
and/or to any
entity controlling, controlled by or under common control with the registrants
investment adviser that provides ongoing services to the registrant
were $129,635 and $132,000, respectively.
(h) The registrants audit committee
considered whether the provision of non-audit services that were rendered to
the registrants investment adviser (not including any sub-adviser whose role
is primarily portfolio management and is subcontracted with or overseen by
another investment adviser)
and/or to any entity controlling, controlled
by or under common control with the registrants investment adviser 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 accountants 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), Bonnie Cohen, George Grossman and Richard E. Kroon.
Item 6.
Schedule of Investments.
Included in
Item 1 above.
Item
7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management
Investment Companies.
The registrant has delegated voting of proxies in respect
of portfolio holdings to Cohen & Steers Capital Management, Inc.,
in accordance with the policies and procedures set forth below.
COHEN & STEERS CAPITAL MANAGEMENT, INC.
STATEMENT OF POLICIES AND PROCEDURES REGARDING THE
VOTING OF SECURITIES
This
statement sets forth the policies and procedures that Cohen & Steers
Capital Management, Inc. (C&S) follows in exercising voting rights
with respect to securities held in our client portfolios. All proxy-voting rights that are exercised by
C&S shall be subject to this Statement of Policy and Procedures.
I. Objectives
Voting rights are an
important component of corporate governance. The Advisor and the Subadvisor
have three overall objectives in exercising voting rights:
A. Responsibility. The
Advisor and Subadvisor 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 companys
shareholders. Although accountability can be promoted in a variety of ways,
protecting shareholder voting rights may be among our most important tools.
B. Rationalizing Management
and Shareholder Concerns. The Advisor and Subadvisor seek to ensure that the
interests of a companys management and board are aligned with those of the
companys shareholders. In this respect, compensation must be structured to
reward the creation of shareholder value.
C. Shareholder
Communication. Since companies are owned by their shareholders, the Advisor and
Subadvisor seek to ensure that management effectively communicates with its
owners about the companys 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 companys securities.
In exercising voting rights,
the Advisor and Subadvisor follow 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, the Advisor and Subadvisor 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, the Advisor and Subadvisor shall conduct
itself in the same manner as if the Advisor and Subadvisor were the
constructive owner of the securities.
·
To the extent
reasonably possible, the Advisor and Subadvisor shall participate in each
shareholder voting opportunity.
·
Voting rights
shall not automatically be exercised in favor of management-supported
proposals.
·
The Advisor and
Subadvisor, and its officers and employees, shall never accept any item of
value in consideration of a favorable proxy voting decision.
Set forth below are general
guidelines followed in exercising proxy voting rights:
Prudence
. In making a
proxy voting decision, the Advisor and Subadvisor 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 the Advisor and Subadvisor may consider the
views of third parties, the Advisor and Subadvisor 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, the Advisor and Subadvisor shall consider both short-term and
long-term views about a companys business and prospects, especially in light
of our projected holding period on the stock (e.g., the Advisor and Subadvisor
may discount long-term views on a short-term holding).
Set forth below are
guidelines as to how specific proxy voting issues shall be analyzed and
assessed.
While these guidelines will
provide a framework for the Advisor and Subadvisor decision making process, the
mechanical application of these guidelines can never address all proxy voting
decisions.
When new issues arise or old
issues present nuances not encountered before, the Advisor and Subadvisor must
be guided by their reasonable judgment to vote in a manner that the Advisor and
Subadvisor deem to be in the best interests of the Fund and its shareholders.
In addition, because the regulatory framework and the business cultures and
practices vary from region to region, the below general guidelines may be
inconsistent in certain circumstances for proxies of issuers of securities in
the Asia Pacific region.
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 nominees
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, the Advisor
and Subadvisor 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
nominee ignored a significant shareholder proposal that was approved by a (i) majority
of the shares outstanding or (ii) majority of the votes cast for two
consecutive years;
·
Whether the
nominee, 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 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 companys 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 Advisor and Subadvisor believe may have been manipulated to provide
additional benefits to executives;
·
Whether the
nominee is believed by us to have a material conflict of interest with the
portfolio company; and
·
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.
The Advisor and Subadvisor
vote on a case-by-case basis for shareholder proposals requesting companies to
amend their bylaws in order to create access to the proxy so as to nominate
candidates for directors.
The Advisor and Subadvisor
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, the Advisor and Subadvisor are also aware that some proposals may
promote certain interest groups and could be disruptive to the nomination
process. Special attention will be paid to companies that display a chronic
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.
Ratification
of Auditors
The Advisor and Subadvisor
vote for proposals to ratify auditors, unless an auditor has a financial interest
in or association with the company, and are therefore not independent; or there
is reason to believe that the independent auditor has rendered an opinion that
is neither accurate nor indicative of the companys financial position.
Generally, the Advisor and Subadvisor vote against auditor ratification and
withhold votes from audit committee members if non-audit fees exceed audit
fees. The Advisor and Subadvisor 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, the Advisor and
Subadvisor vote against auditor indemnification and limitation of liability;
however the Advisor and Subadvisor recognize there may be situations where
indemnification and limitations on liability may be appropriate.
Takeover
Defenses
While the Advisor and
Subadvisor 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, the Advisor and Subadvisor oppose 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
. The Advisor and Subadvisor 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. The
Advisor and Subadvisor review on a case-by-case basis management proposals to
ratify a poison pill. The Advisor and Subadvisor 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
. The Advisor
and Subadvisor vote for proposals to adopt anti-greenmail charter or bylaw
amendments or otherwise restrict a companys ability to make greenmail
payments.
Unequal
Voting Rights
. Generally, The Advisor and Subadvisor 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.
Classified
Boards
. The Advisor and Subadvisor generally vote in favor of shareholder
proposals to declassify a board of directors, although the Advisor and
Subadvisor acknowledge that a classified board may be in the long-term best
interests of a company in certain situations. In voting on shareholder
proposals to declassify a board of directors, the Advisor and Subadvisor
evaluate all facts and circumstances surrounding such proposal, including
whether 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
company or whether it would be in the best interests of the company to thwart a
shareholders attempt to control the board of directors.
Cumulative
Voting
. Having the ability to cumulate our votes for the election of
directorsthat is, cast more than one vote for a director about whom they feel
stronglygenerally increases shareholders rights to effect change in the
management of a corporation. The Advisor and Subadvisor generally support,
therefore, proposals to adopt cumulative voting.
Shareholder
Ability to Call Special Meeting
. the Advisor and Subadvisor
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. The Advisor and Subadvisor recognize the
importance on shareholder ability to call a special meeting, however, the
Advisor and Subadvisor 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.
Shareholder
Ability to Act by Written Consent
. The Advisor and Subadvisor
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
. The Advisor and Subadvisor
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 the Advisor and Subadvisor recognize
the importance of such proposals, the Advisor and Subadvisor 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 companys
expense.
Audit, nominating and
compensation committees should consist solely of non-employee directors, who
are independent of management.
Separate
Chairman and CEO Positions
. The Advisor and Subadvisor
will generally vote for proposals looking to separate the CEO and Chairman
roles. The Advisor and Subadvisor 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, Advisor and Subadvisor will vote for the appointment
of a lead (non-insider) director and for regular executive sessions (board
meetings taking place without the CEO/Chairman present).
Majority
of Independent Directors
. The Advisor and Subadvisor vote for
proposals that call for the board to be composed of a majority of independent
directors. The Advisor and Subadvisor believe that a majority of independent
directors can be an important factor in facilitating objective decision making
and enhancing accountability to shareholders.
Independent
Committees
. The Advisor and Subadvisor vote for shareholder
proposals requesting that the boards audit, compensation, and nominating
committees consist exclusively of independent directors.
Stock
Ownership Requirements
. The Advisor and Subadvisor support measures
requiring senior executives to hold a minimum amount of stock in a company
(often expressed as a percentage of annual compensation), requiring stock
acquired through option exercise to be held for a certain minimum amount of
time and issuing restricted stock awards instead of options.
Term of
Office
. The Advisor and Subadvisor 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
. Proposals
concerning director and officer indemnification and liability protection should
be evaluated on a case-by-case basis.
Board Size
. The Advisor
and Subadvisor generally vote for proposals to limit the size of the board to
15 members or less.
Majority
Vote Standard
. The Advisor and Subadvisor generally vote for
proposals asking for the board to initiate the appropriate process to amend the
companys 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. The Advisor and Subadvisor would generally
review on a case-by-case basis proposals that address alternative approaches to
a majority vote requirement.
Confidential
Voting
. The Advisor and Subadvisor 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.
The Advisor and Subadvisor
also vote for management proposals to adopt confidential voting.
Bundled
Proposals
. The Advisor and Subadvisor review on a
case-by-case basis bundled or conditioned proxy proposals. In the case of
items that are conditioned upon each other, the Advisor and Subadvisor 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, the Advisor and Subadvisor vote against the
proposals. If the combined effect is positive, the Advisor and Subadvisor
support such proposals.
Date/Location
of Meeting
. The Advisor and Subadvisor 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
. The Advisor and Subadvisor 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.
Capital
Structure
Increase
Additional Common Stock
. The Advisor and Subadvisor 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. The Advisor and Subadvisor may vote in favor of this type of proposal
when it receives assurances to its 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
the Advisor and Subadvisor.
Preemptive
Rights
. Votes regarding shareholder proposals seeking preemptive rights are
determined on a case-by-case basis after evaluating:
·
The size of the
company;
·
The shareholder
base; and
·
The liquidity
of the stock.
For example, it would be
difficult to support a shareholder proposal that would require an S&P 500
company with over $1 billion in equity held by thousands of shareholders (with
no single shareholder owning a significant percentage of outstanding shares) to
implement preemptive rights each time it conducted a new offering. Such a
requirement would be impractical and extremely costly. Moreover, at companies
with that large of a shareholder base and the ease with which shareholders
could preserve their
relative interest through
purchases of shares on the on the open market, the cost of implementing
preemptive rights does not seem justifiable in relation to the benefits.
Dual Class Capitalizations
. Because
classes of common stock with unequal voting rights limit the rights of certain
shareholders, the Advisor and Subadvisor vote against adoption of a dual or
multiple class capitalization structure.
Restructurings/Recapitalizations
. The Advisor
and Subadvisor 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, the Advisor and
Subadvisor consider the following issues:
·
dilutionhow
much will ownership interest of existing shareholders be reduced, and how
extreme will dilution to any future earnings be?
·
change in
controlwill the transaction result in a change in control of the company?
·
bankruptcygenerally,
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. The Advisor and Subadvisor 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.
The Advisor and Subadvisor
will vote against such programs when shareholders interests could be better
served by deployment of the cash for alternative uses, or where the repurchase
is a defensive maneuver or an attempt to entrench management.
Targeted
Share Placements
. 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
Stock-based
Incentive Plans
. Votes with respect to compensation plans should be
determined on a case-by-case basis. The analysis of compensation plans focuses
primarily on the transfer of shareholder wealth (the dollar cost of pay plans
to shareholders). Other matters included in our analysis are the amount of the companys
outstanding stock to be reserved for the award of stock options or restricted
stock, whether the exercise price of an option is less than the stocks fair
market value at the date of the grant of the options, and whether the plan
provides for the exchange of outstanding options for new ones at lower exercise
prices. Every award type is valued. An estimated dollar cost for the proposed
plan and all continuing plans is derived. This cost, dilution to shareholders
equity, will also be expressed as a percentage figure for the transfer of
shareholder wealth and will be considered along with dilution to voting power.
Once the cost of the plan is estimated, it is compared to an allowable
industry-specific and market cap-based dilution cap.
If the proposed plan cost is
above the allowable cap, an against vote is indicated. If the proposed cost is
below the allowable cap, a vote for the plan is indicated unless the plan
violates the repricing guidelines. If the company has a history of repricing
options or has the express ability to reprice underwater stock options without
first securing shareholder approval under the proposed plan, the plan receives
an against voteeven in cases where the plan cost is considered acceptable
based on the quantitative analysis.
The Advisor and Subadvisor
vote against equity plans that have high average three year burn rates, unless
the company has publicly committed to reduce the burn rate to a rate that is
comparable to its peer group (as determined by the Advisor and Subadvisor).
Approval
of Cash or Cash-and-Stock Bonus Plans
. The Advisor and Subadvisor 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 of 1986, as
amended (the Code).
Executive
Compensation
.
Executive compensation should be tied to the performance of the executive and
the company as well as relevant market conditions. The Advisor and Subadvisor
feel that the performance criteria and specific amounts and types of executive
compensation are best decided by a companys board of directors and/or its
compensation committee and fully disclosed to shareholders.
The Advisor and Subadvisor
will, however, vote for shareholder proposals that call for shareholders to
vote, in a non-binding manner, on executive pay since such vote is non-binding
and is merely informative for the board of directors and/or compensation
committee. Further, the Advisor and Subadvisor generally vote for shareholder
proposals that seek additional disclosure of executive and director pay
information.
Reload/Evergreen
Features
. The Advisor
and Subadvisor will generally vote against plans that enable the issuance of
reload options and that provide an automatic share replenishment (evergreen)
feature.
Golden
Parachutes
. The
Advisor and Subadvisor oppose the use of accelerated employment contracts that
result in cash grants of greater than three times annual compensation (salary
and bonus) in the event of termination of employment following a change in
control of a company. In general, the guidelines call for voting against golden
parachute plans because they impede potential takeovers that shareholders
should be free to consider. The Advisor and Subadvisor generally withhold our
votes at the next shareholder meeting for directors who to our knowledge
approved golden parachutes.
401(k) Employee
Benefit Plans
. The
Advisor and Subadvisor vote for proposals to implement a 401(k) savings
plan for employees.
Employee
Stock Purchase Plans
.
The Advisor and Subadvisor support employee stock purchase plans, although the
Advisor and Subadvisor generally believe the discounted purchase price should
be at least 85% of the current market price.
Option
Expensing
. The
Advisor and Subadvisor vote for shareholder proposals to expense fixed-price
options.
Vesting
. The Advisor and Subadvisor 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. The Advisor and Subadvisor 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
. The Advisor
and Subadvisor 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, the Advisor and Subadvisor will vote against companies
looking to reincorporate outside of the U.S.
Voting on
State Takeover Statutes
.
The Advisor and Subadvisor 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, freeze out 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, the Advisor and Subadvisor 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 longterm best interests of the company or whether it
would be in the best interests of the company to thwart a shareholders attempt
to control the board of directors.
Voting on
Reincorporation Proposals
. Proposals to change a companys state of incorporation are examined
on a case-by-case basis. In making our decision, the Advisor and Subadvisor
review managements 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.
The Advisor and Subadvisor
vote against proposals that require a super-majority of shareholders to approve
a merger or other significant business combination. The Advisor and Subadvisor
support proposals that seek to lower super-majority voting requirements.
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. The Advisor and Subadvisor generally vote
against proposals to adopt such charter provisions. The Advisor and
Subadvisor 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 squeeze outs,
leveraged buyouts, going private proposals, spin-offs, liquidations, and
asset sales, should be considered on a case-by-case basis.
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 managements efforts to pursue other
alternatives, appraisal value of assets, and the compensation plan for
executives managing the liquidation.
Appraisal
Rights
. The Advisor
and Subadvisor 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
. The
Advisor and Subadvisor vote for changing the corporate name.
Social
Issues.
The Advisor and Subadvisor
believe that it is the responsibility of the board and management to run a
company on a daily basis. With this in mind, in the absence of unusual circumstances,
the Advisor and Subadvisor do not believe that shareholders should be involved
in determining how a company should address broad social and policy issues. As
a result, the Advisor and Subadvisor generally vote against these types of
proposals, which are generally initiated by shareholders, unless the Advisor
and Subadvisor believe the proposal has significant economic implications.
Item 8. Portfolio Managers of Closed-End Investment
Companies.
Information pertaining
to the portfolio managers of the registrant, as of February 28, 2009, is
set forth below.
Martin Cohen
·
Director and co-chairman
·
Portfolio manager since inception
|
|
Co-founder,
co-chairman and co-chief executive officer of Cohen & Steers Capital
Management, Inc. (C&S) and its parent company, Cohen &
Steers, Inc. (CNS). Vice
president and director of Cohen & Steers Securities, LLC. Director and co-chairman of each of the
Cohen & Steers funds.
Previously, president of C&S and each of the Cohen &
Steers funds.
|
Robert
Steers
|
|
Co-founder,
co-chairman and co-chief executive officer of C&S and CNS. Vice President and Director of
Cohen & Steers Securities, LLC.
Director and co-chairman of each of the Cohen & Steers funds. Previously, chairman of C&S and each of
the Cohen & Steers funds.
|
·
Director and co-chairman
·
Portfolio manager since inception
|
|
|
|
|
Joseph
Harvey
·
Vice
president
·
Portfolio
manager since inception
|
|
President of
C&S and CNS. Previously, senior
vice president of C&S and director of research.
|
|
|
|
William F.
Scapell
·
Vice
President
·
Portfolio
manager since inception
|
|
Senior vice president of
C&S. Previously, chief strategist for preferred securities at Merrill
Lynch & Co.
|
|
|
|
Richard Helm
·
Vice
President
·
Portfolio
manager since 2005
|
|
Senior vice president of
C&S. Previously, senior portfolio manager of WM Advisors, Inc.
|
C&S utilizes a team-based approach in managing the registrant. Mr. Cohen
and Mr. Steers are the leaders of this team and they act in a supervisory
capacity. Mr. Harvey, Mr. Scapell and Mr. Helm direct and
supervise the execution of the registrants investment strategy, and lead and
guide the other members of the team.
Each portfolio manager listed above manages other investment companies
and/or investment vehicles and accounts in addition to the registrant. The
following tables show, as of December 31, 2008, 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. The portfolio managers do
not receive performance-based fees with respect to any of the registered
investment companies, other pooled investment vehicles or other accounts that
they manage.
Martin Cohen
|
|
Number of accounts
|
|
Total assets
|
|
|
|
|
|
|
|
·
Registered
investment companies
|
|
19
|
|
$
|
7,386,803,000
|
|
|
|
|
|
|
|
|
·
Other
pooled investment vehicles
|
|
25
|
|
$
|
3,338,400,000
|
|
|
|
|
|
|
|
|
·
Other
accounts
|
|
46
|
|
$
|
2,195,704,000
|
|
Robert Steers
|
|
Number of accounts
|
|
Total assets
|
|
|
|
|
|
|
|
·
Registered
investment companies
|
|
19
|
|
$
|
7,386,803,000
|
|
|
|
|
|
|
|
|
·
Other
pooled investment vehicles
|
|
25
|
|
$
|
3,338,400,000
|
|
|
|
|
|
|
|
|
·
Other
accounts
|
|
46
|
|
$
|
2,195,704,000
|
|
Joseph Harvey
|
|
Number of accounts
|
|
Total assets
|
|
|
|
|
|
|
|
·
Registered
investment companies
|
|
19
|
|
$
|
7,386,803,000
|
|
|
|
|
|
|
|
|
·
Other
pooled investment vehicles
|
|
25
|
|
$
|
3,338,400,000
|
|
|
|
|
|
|
|
|
·
Other
accounts
|
|
46
|
|
$
|
2,195,704,000
|
|
William F. Scapell
|
|
Number of accounts
|
|
Total assets
|
|
|
|
|
|
|
|
·
Registered
investment companies
|
|
10
|
|
$
|
4,229,569,000
|
|
|
|
|
|
|
|
|
·
Other
pooled investment vehicles
|
|
2
|
|
$
|
35,810,000
|
|
|
|
|
|
|
|
|
·
Other
accounts
|
|
12
|
|
$
|
361,679,000
|
|
Richard Helm
|
|
Number of accounts
|
|
Total assets
|
|
|
|
|
|
|
|
·
Registered
investment companies
|
|
6
|
|
$
|
802,686,000
|
|
|
|
|
|
|
|
|
·
Other
pooled investment vehicles
|
|
4
|
|
$
|
323,463,000
|
|
|
|
|
|
|
|
|
·
Other
accounts
|
|
6
|
|
$
|
81,744,000
|
|
Share Ownership.
The
following table indicates the dollar range of securities of the registrant
owned by the registrants portfolio managers as of December 31, 2008:
|
|
Dollar Range of Securities Owned
|
|
Martin Cohen
|
|
$100,001 $500,000
|
|
Robert Steers
|
|
$50,001 - $100,000
|
|
Joseph Harvey
|
|
None
|
|
William F. Scapell
|
|
None
|
|
Richard Helm
|
|
None
|
|
Conflicts
of Interest.
It is possible that
conflicts of interest may arise in connection with the portfolio managers
management of the registrants investments on the one hand and the investments
of other accounts or vehicles for which the portfolio managers are responsible
on the other. For example, a portfolio manager may have conflicts of interest
in allocating management time, resources and investment opportunities among the
registrant and the other accounts or vehicles he advises. In addition, due to
differences in the investment strategies or restrictions among the registrant
and the other accounts, a portfolio manager may take action with respect to
another account that differs from the action taken with respect to the
registrant.
In
some cases, another account managed by a portfolio manager may provide more revenue
to C&S. While this may appear to create additional conflicts of interest
for the portfolio manager in the allocation of management time, resources and
investment opportunities, C&S strives to ensure that portfolio managers
endeavor to exercise their discretion in a manner that is equitable to all
interested persons. In this regard, in the absence of specific account-related
impediments (such as client-imposed restrictions or lack of available cash), it
is the policy of C&S 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 C&S and its affiliated companies (the CNS
Accounts). Certain securities held in the CNS Accounts also may be held in the
account of the registrant or other client accounts of C&S. C&S has
adopted procedures that are designed to ensure that the interests of the CNS
Accounts are never placed ahead of the interests of the registrant or any other
client account. In this regard, C&S will not purchase or sell a security
for the CNS Accounts until C&S has completed its purchase or sale program
for the registrant and any other client accounts. While it is possible that a
security will be sold out of the CNS Accounts but continue to be held for the
registrant or one or more other client accounts, this will occur only if
C&S, acting in its reasonable judgment and consistent with its fiduciary
duties, believes this to be appropriate for, and consistent with the objectives
and profile of, the registrant or other client accounts.
C&S
Compensation Structure.
Compensation of C&Ss portfolio managers and other investment professionals
has three primary components: (1) a base salary, (2) an annual cash
bonus and (3) long-term stock-based compensation consisting generally of
restricted stock units of C&Ss parent, CNS. C&Ss investment
professionals, including the portfolio managers, also receive certain
retirement, insurance and other benefits that are broadly available to all of
its employees. Compensation of C&Ss investment professionals is reviewed
primarily on an annual basis. Cash bonuses, stock-based compensation awards,
and adjustments in base salary are typically paid or put into effect in the January following
the fiscal year-end of CNS.
Method
to Determine Compensation.
C&S compensates its portfolio managers based primarily on the scale and
complexity of their portfolio responsibilities and the total return performance
of
funds
and accounts managed by the portfolio manager versus appropriate peer groups or
benchmarks. C&S uses a variety of benchmarks to evaluate the portfolio
managers performance for compensation purposes, including the NAREIT Equity
REIT Index with respect to Messrs. Cohen, Steers, and Harvey; the Merrill
Lynch Fixed Rate Preferred Index with respect to Mr. Scapell; and the
Russell 1000 Value Index with respect to Mr. Helm. In evaluating the performance of a portfolio
manager, primary emphasis is normally placed on one- and three-year
performance, with secondary consideration of performance over longer periods of
time. Performance is evaluated on a pre-tax and pre-expense basis. In addition
to rankings within peer groups of funds on the basis of absolute performance,
consideration may also be given to risk-adjusted performance. For funds and
accounts with a primary investment objective of high current income,
consideration will also be given to the funds and accounts success in
achieving this objective. For managers responsible for multiple funds and
accounts, investment performance is evaluated on an aggregate basis. C&S
does not have any funds or accounts with performance-based advisory fees.
Portfolio managers are also evaluated on the basis of their success in managing
their dedicated team of analysts. Base compensation for portfolio managers of
C&S varies in line with the portfolio managers seniority and position with
the firm.
The
compensation of portfolio managers with other job responsibilities (such as
acting as an executive officer of the firm and supervising various departments
within the firm) will include consideration of the scope of such
responsibilities and the portfolio managers performance in meeting them.
C&S seeks to compensate portfolio managers commensurate with their
responsibilities and performance, and competitive with other firms within the
investment management industry. C&S participates in investment-industry
compensation surveys and utilizes survey data as a factor in determining salary,
bonus and stock-based compensation levels for portfolio managers and other
investment professionals. Salaries, bonuses and stock-based compensation are
also influenced by the operating performance of C&S and CNS. The overall
annual cash bonus pool is based on a substantially fixed percentage of
pre-bonus operating income. While the salaries of C&Ss portfolio managers
are comparatively fixed, cash bonuses and stock-based compensation may
fluctuate significantly from year to year, based on changes in manager
performance and other factors as described herein. For a high performing
portfolio manager, cash bonuses and stock-based compensation generally are a
substantial portion of total compensation.
Item 9.
Purchases of Equity Securities by Closed-End Management Investment Company and
Affiliated Purchasers.
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
Period
|
|
Total number of
shares purchased
|
|
Average price
paid per share
|
|
Total number of
shares purchased
part of publicly
announced plans
or programs
|
|
Maximum number (or
approximate dollar
value) of shares (or units)
that may yet be
purchased under the
plans or programs
|
|
6/12/08 to 6/30/08
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
7/01/08 to 7/31/08
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
8/01/08 to 8/31/08
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
9/01/08 to 9/30/08
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
10/01/08 to 10/31/08
|
|
73,700
|
|
$
|
10.10
|
|
73,700
|
|
N/A
|
|
11/01/08 to 11/30/08
|
|
10,000
|
|
$
|
8.12
|
|
10,000
|
|
N/A
|
|
12/01/08 to 12/31/08
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
Note
: On June 12, 2008, the Board of
Directors of the Fund approved the delegation of its authority to management to
effect repurchases, pursuant to managements discretion and subject to market
conditions and investment considerations, of up to 10% of the Funds total
assets (Share Repurchase Program) through the current fiscal year ending December 31,
2008. On December 17, 2008, the Board of Directors authorized the
continuation of the Share Repurchase Program through fiscal year ending December 31,
2009.
Item 10.
Submission of Matters to a Vote of Security Holders.
Not
applicable.
Item 11. Controls and Procedures.
(a) The registrants principal executive officer and principal
financial officer have concluded that the registrants 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 Commissions 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 registrants 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 registrants internal control over financial reporting.
Item 12. Exhibits.
(a)(1) Not applicable.
(a) (2)
Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940.
(b) Certifications of chief executive officer and chief 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 DIVIDEND MAJORS FUND,
INC.
|
|
|
|
|
|
By:
|
/s/ Adam M. Derechin
|
|
|
|
Name: Adam M. Derechin
|
|
|
|
Title: President and Chief
Executive Officer
|
|
|
Date: March 6, 2009
|
|
|
|
|
|
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By:
|
/s/ Adam M. Derechin
|
|
|
|
Name: Adam M. Derechin
|
|
|
|
Title: President and Chief
Executive Officer
|
|
|
|
(principal executive officer)
|
|
|
|
|
|
By:
|
/s/ James Giallanza
|
|
|
|
Name: James Giallanza
|
|
|
|
Title: Treasurer
|
|
|
|
(principal financial officer)
|
|
|
|
|
|
|
|
|
|
Date: March 6, 2009
|
|
|
|
|
|
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