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 811-22843
CENTER COAST BROOKFIELD MLP & ENERGY INFRASTRUCTURE FUND
(Exact name of registrant as specified in charter)
BROOKFIELD PLACE
250 VESEY STREET, 15th Floor
NEW YORK, NEW YORK 10281-1023
(Address of principal executive offices) (Zip code)
BRIAN F. HURLEY, PRESIDENT
BROOKFIELD INVESTMENT FUNDS
BROOKFIELD PLACE
250 VESEY STREET 15th Floor
NEW YORK, NEW YORK 10281-1023
(Name and address of agent for service)
Registrants telephone number, including area code: (855) 777-8001
Date of fiscal year end: November 30
Date of reporting period: May 31, 2018
Item 1. Reports to Shareholders.
PORTFOLIO STATISTICS | |
Annualized distribution rate1 | 13.47% |
Percentage of leveraged assets | 32.03% |
Total number of holdings | 29 |
Asset Allocation by Sector | Percent
of Net Assets |
Master Limited Partnerships | |
Diversified Midstream | 43.6% |
Large-Cap Petroleum Transportation & Storage | 26.9% |
E&P-sponsored Gathering & Processing | 17.5% |
Natural Gas Transportation & Storage | 9.2% |
Gathering & Processing | 7.9% |
Sponsored Petroleum Transportation & Storage | 4.4% |
Other Fee-Based | 1.4% |
General Partner (K-1) | 1.0% |
Small-Cap Petroleum Transportation & Storage | 1.0% |
Total Master Limited Partnerships | 112.9% |
Common Stocks | |
Midstream C-Corps | 13.9% |
Large-cap Petroleum Transportation & Storage | 0.7% |
Total Common Stocks | 14.6% |
Private Equity Fund | 16.3% |
Short-Term Investment | 0.0% |
Liabilities in Excess of Other Assets | (43.8)% |
Net Assets | 100.0% |
TOP TEN HOLDINGS | |
KKR Eagle Co-Invest LP | 16.3% |
Enterprise Products Partners LP | 9.7% |
MPLX LP | 9.3% |
Energy Transfer Partners LP | 9.2% |
Targa Resources Corp. | 7.8% |
NuStar Energy LP | 7.8% |
Williams Partners LP | 7.7% |
Andeavor Logistics LP | 7.7% |
Western Gas Partners LP | 7.5% |
EnLink Midstream Partners LP | 7.0% |
Shares | Value | |||||
MASTER LIMITED PARTNERSHIPS – 112.9% | ||||||
Diversified Midstream – 43.6% | ||||||
Andeavor Logistics LP
1 |
475,097 | $ 20,381,661 | ||||
Energy Transfer Partners LP
1 |
1,294,914 | 24,590,417 | ||||
Enterprise Products Partners LP
1 |
889,106 | 25,695,163 | ||||
MPLX LP
1 |
686,926 | 24,667,513 | ||||
Williams Partners LP
|
515,059 | 20,499,348 | ||||
Total Diversified Midstream | 115,834,102 | |||||
E&P-Sponsored Gathering & Processing – 17.5% | ||||||
EnLink Midstream Partners LP
1 |
1,090,939 | 18,655,057 | ||||
Rice Midstream Partners LP
|
425,386 | 7,856,880 | ||||
Western Gas Partners LP
1 |
387,278 | 20,010,654 | ||||
Total E&P-sponsored Gathering & Processing | 46,522,591 | |||||
Gathering & Processing – 7.9% | ||||||
Crestwood Equity Partners LP
1 |
120,473 | 4,047,893 | ||||
DCP Midstream LP
1 |
310,788 | 13,025,125 | ||||
Summit Midstream Partners LP
1 |
244,268 | 3,969,355 | ||||
Total Gathering & Processing | 21,042,373 | |||||
General Partner (K-1) – 1.0% | ||||||
NuStar GP Holdings LLC
1 |
199,253 | 2,719,803 | ||||
Large-Cap Petroleum Transportation & Storage – 26.9% | ||||||
Buckeye Partners LP
1 |
361,648 | 13,037,410 | ||||
Enbridge Energy Partners LP
|
942,079 | 9,279,478 | ||||
Magellan Midstream Partners LP
1 |
183,721 | 12,842,098 | ||||
NuStar Energy LP
1 |
851,166 | 20,802,497 | ||||
Plains All American Pipeline LP
1 |
662,141 | 15,560,314 | ||||
Total Large-cap Petroleum Transportation & Storage | 71,521,797 | |||||
Natural Gas Transportation & Storage – 9.2% | ||||||
Spectra Energy Partners LP
1 |
484,102 | 14,590,834 | ||||
TC PipeLines LP
1 |
406,858 | 9,894,787 | ||||
Total Natural Gas Transportation & Storage | 24,485,621 | |||||
Other Fee-Based – 1.4% | ||||||
Martin Midstream Partners LP
|
255,059 | 3,851,391 | ||||
Small-Cap Petroleum Transportation & Storage – 1.0% | ||||||
USD Partners LP
|
228,197 | 2,555,806 | ||||
Sponsored Petroleum Transportation & Storage – 4.4% | ||||||
Phillips 66 Partners LP
1 |
155,370 | 8,125,851 | ||||
Shell Midstream Partners LP
|
164,116 | 3,674,557 | ||||
Total Sponsored Petroleum Transportation & Storage | 11,800,408 | |||||
Total MASTER LIMITED PARTNERSHIPS (Cost $298,669,020)
|
300,333,892 | |||||
COMMON STOCKS – 14.6% | ||||||
Large-cap Petroleum Transportation & Storage – 0.7% | ||||||
Enbridge Energy Management LLC
2 |
185,070 | 1,758,165 | ||||
Midstream C-Corps – 13.9% | ||||||
ONEOK, Inc.
1 |
184,895 | 12,602,443 |
Shares | Value | |||||
COMMON STOCKS (continued) | ||||||
SemGroup Corp
|
143,484 | $ 3,630,145 | ||||
Targa Resources Corp.
1 |
429,245 | 20,874,185 | ||||
Total Midstream C-Corps | 37,106,773 | |||||
Total COMMON STOCKS (Cost $29,456,268)
|
38,864,938 | |||||
PRIVATE EQUITY FUND – 16.3% | ||||||
KKR Eagle Co-Invest LP
3,4,5,6 |
43,279,442 | |||||
Total PRIVATE EQUITY FUND (Cost $34,472,094)
|
43,279,442 | |||||
SHORT-TERM INVESTMENT – 0.0% | ||||||
Goldman Sachs Financial Square Funds - Treasury Solutions Fund, 1.49%
7 |
103,237 | 103,237 | ||||
Total SHORT-TERM INVESTMENT (Cost $103,237)
|
103,237 | |||||
Total Investments – 143.8% (Cost $362,700,619)
|
382,581,509 | |||||
Credit facility – (28.4)% | (75,400,000) | |||||
Mandatory Redeemable Preferred Shares at Liquidation Value – (18.8)% | (50,000,000) | |||||
Other Assets in Excess of Liabilities – 3.4%
|
7,867,578 | |||||
TOTAL NET ASSETS – 100.0%
|
$265,983,543 |
The following notes should be read in conjunction with the accompanying Schedule of Investments. |
LP— Limited Partnership |
LLC— Limited Liability Company |
1 | — All or a portion of this security is pledged as collateral for credit facility. |
2 | — Non-income producing security. |
3 | — Security fair valued in good faith pursuant to the fair value procedures adopted by the Board of Trustees. As of May 31, 2018, the total value of all such securities was $43,279,442 or 16.3% of net assets. |
4 | — Illiquid Security - Security that the Adviser has deemed illiquid pursuant to procedures adopted by the Fund's Board of Trustees. As of May 31, 2018, the total value of all such securities was $43,279,442 or 16.3% of net assets. |
5 | — Level 3 security - Value determined using significant unobservable inputs. |
6 | — The investment is in a non-unitized private investment fund that has commitments of $40,000,000, unfunded commitments of $2,300,000, does not permit redemptions, has expected life of 4.6 years, and invests solely in KKR Eagle Co-Invest LP. |
7 | — The rate quoted is the annualized seven-day yield of the Fund at the period end. |
Assets: | |
Investments in securities, at value (cost
$362,700,619) |
$382,581,509 |
Cash |
8,459,057 |
Receivable for fund shares sold (Note
6) |
305,000 |
Prepaid
expenses |
114,893 |
Total
assets |
391,460,459 |
Liabilities: | |
Payable for credit facility (Note
8) |
75,400,000 |
Payable for credit facility
interest |
9,835 |
Mandatory Redeemable Preferred shares ($0.01 par value, 2,000 shares isssued with liquidation preference of $25,000 per share, net of debt issuance cost $934,456) (Note
7) |
49,065,544 |
Distributions payable to Mandatory Redeemable Preferred
shareholders |
402,553 |
Investment advisory fee payable (Note
4) |
321,838 |
Administration fee payable (Note
4) |
50,579 |
Accrued
expenses |
226,567 |
Total
liabilities |
125,476,916 |
Commitments and contingencies (Note
10) |
|
Net
Assets |
$265,983,543 |
Composition of Net Assets: | |
Capital stock, at par value ($0.01 par value, unlimited shares
authorized) |
$ 290,102 |
Additional paid-in
capital |
357,033,556 |
Accumulated net investment
loss |
(44,289,660) |
Accumulated net realized loss on
investments |
(68,581,167) |
Net unrealized appreciation on
investments |
21,530,712 |
Net assets applicable to capital stock
outstanding |
$265,983,543 |
Shares Outstanding and Net Asset Value Per Share: | |
Common shares
outstanding |
29,010,172 |
Net asset value per
share |
$ 9.17 |
Investment Income (Note 2): | |
Distributions from master limited
partnerships |
$ 13,366,484 |
Dividends |
2,109,333 |
Total dividends and
distributions |
15,475,817 |
Less return of capital
distributions |
(15,108,529) |
Net dividends and
distributions |
367,288 |
Interest |
6,307 |
Total
income |
373,595 |
Expenses: | |
Investment advisory fees (Note
4) |
1,886,972 |
Administration fees (Note
4) |
84,235 |
Fund support servicing fees (Note
4) |
92,723 |
Audit and tax
services |
87,436 |
Trustees'
fees |
61,756 |
Fund accounting
fees |
61,468 |
Miscellaneous |
38,836 |
Reports to
shareholders |
37,332 |
Legal
fees |
35,397 |
Insurance |
18,657 |
Registration
fees |
16,901 |
Custodian
fees |
11,922 |
Transfer agent
fees |
10,403 |
Franchise
taxes |
1,759 |
Total operating
expenses |
2,445,797 |
Interest expense on credit
facility |
982,058 |
Amortization of preferred shares offering
costs |
56,038 |
Distributions to Mandatory Redeemable Preferred
shareholders |
1,069,561 |
Total
expenses |
4,553,454 |
Net investment
loss |
(4,179,859) |
Realized and Unrealized Gains: | |
Net realized gain on
investments |
448,130 |
Net change in unrealized appreciation on
investments |
10,719,923 |
Net realized and unrealized gain on
investments |
11,168,053 |
Net increase in net assets resulting from
operations |
$ 6,988,194 |
For
the Six Months Ended May 31, 2018 (Unaudited) |
For
the Fiscal Year Ended November 30, 2017 | ||
Increase (Decrease) in Net Assets Resulting from Operations: | |||
Net investment
loss |
$ (4,179,859) | $ (8,300,458) | |
Net realized gain on investment transactions and written
options |
448,130 | 7,794,483 | |
Net change in unrealized appreciation (depreciation) on
investments |
10,719,923 | (15,676,839) | |
Net increase (decrease) in net assets resulting from
operations |
6,988,194 | (16,182,814) | |
Distributions to Common Shareholders: | |||
Return of
capital |
(14,196,170) | (28,115,028) | |
Total distributions
paid |
(14,196,170) | (28,115,028) | |
Capital Share Transactions: | |||
Proceeds from shares sold, net of offering costs (Note
6) |
42,801,681 | 39,801,416 | |
Reinvestment of
distributions |
579,243 | 1,188,289 | |
Net increase in net assets from capital stock
transactions |
43,380,924 | 40,989,705 | |
Total increase (decrease) in net
assets |
36,172,948 | (3,308,137) | |
Net Assets: | |||
Beginning of
period |
229,810,595 | 233,118,732 | |
End of
period |
$265,983,543 | $229,810,595 | |
Accumulated net investment
loss |
$ (44,289,660) | $ (40,109,801) | |
Share Transactions: | |||
Shares issued (Note
6) |
4,353,649 | 937,968 | |
Shares
reinvested |
— | 24,962 | |
Shares reinvested on the open
market |
— | (24,962) | |
Shares reinvested at net asset
value |
63,415 | 68,596 | |
Net increase in shares
outstanding |
4,417,064 | 1,006,564 |
Increase (Decrease) in Cash: | |
Cash flows provided by (used for) operating activities: | |
Net increase in net assets resulting from
operations |
$ 6,988,194 |
Adjustments to reconcile net increase in net assets resulting from operations to net cash used for operating
activities: | |
Purchases of long-term portfolio
investments |
(122,974,061) |
Proceeds from disposition of long-term portfolio
investments |
80,605,560 |
Sales of short-term portfolio investments,
net |
594,150 |
Return of capital
distributions |
15,108,529 |
Decrease dividends and interest
receivable |
24 |
Decrease in prepaid
expenses |
923 |
Increase in payable for credit facility interest
payable |
1,298 |
Increase in investment advisory fee
payable |
33,654 |
Increase in administration fee
payable |
50,579 |
Decrease in accrued
expenses |
(45,130) |
Amortization of preferred shares offering
costs |
56,038 |
Net change in unrealized appreciation on
investments |
(10,719,923) |
Net realized gain on
investments |
(448,130) |
Net cash used for operating
activities |
(30,748,295) |
Cash flows used for financing activities: | |
Net cash provided by credit
facility |
8,900,000 |
Net cash provided by proceeds from shares
sold |
43,876,871 |
Distributions paid to shareholders, net of
reinvestments |
(13,616,927) |
Net cash provided by financing
activities |
39,159,944 |
Net increase in
cash |
8,411,649 |
Cash at beginning of
period |
47,408 |
Cash at end of
period |
$ 8,459,057 |
Supplemental Disclosure of Cash Flow Information: | |
Interest payments and payments on distributions to Mandatory Redeemable Preferred shareholders on the borrowings for the six months ended May 31, 2018 totaled $2,053,079. | |
Non-cash financing activities not included consist of reinvestments of dividends and distributions of $579,243. |
For
the Six Months Ended May 31, |
For the Fiscal Years Ended November 30, | For
the Period September 26, 20131 through November 30, | |||||
2018 (Unaudited)* | 2017 | 2016 | 2015 | 2014 | 2013 | ||
Per Share Operating Performance: | |||||||
Net asset value, beginning of
period |
$ 9.34 | $ 11.22 | $ 10.93 | $ 20.11 | $ 19.31 | $ 19.062 | |
Net investment
loss3 |
(0.15) | (0.37) | (0.24) | (0.30) | (0.24) | (0.04) | |
Return of
capital3 |
0.55 | 1.19 | 1.10 | 1.17 | 0.81 | 0.24 | |
Net realized and unrealized gain (loss) on
investments6 |
(0.05) | (1.45) | 0.68 | (8.80) | 1.58 | 0.15 | |
Net increase (decrease) in net asset value resulting from
operations |
0.35 | (0.63) | 1.54 | (7.93) | 2.15 | 0.35 | |
Distributions to Common Shareholders: | |||||||
Distributions from net investment
income7 |
— | — | — | — | (1.18) | — | |
Return of capital
distributions |
(0.52) | (1.25) | (1.25) | (1.25) | (0.17) | (0.10) | |
Total distributions paid | (0.52) | (1.25) | (1.25) | (1.25) | (1.35) | (0.10) | |
Net asset value, end of
period |
$ 9.17 | $ 9.34 | $ 11.22 | $ 10.93 | $ 20.11 | $ 19.31 | |
Market price, end of
period |
$ 9.28 | $ 9.20 | $ 11.58 | $ 11.09 | $ 19.49 | $ 18.46 | |
Total Investment Return based on Net asset value# | 3.63% 10 | -6.59% | 15.62% | -40.75% 7 | 11.94% | 1.88% 10 | |
Total Investment Return based on Market price† | 7.90% 10 | -10.85% | 17.61% | -37.97% 7 | 13.49% | -7.18% 10 | |
Ratios
to Average Net Assets/ Supplementary Data: |
|||||||
Net assets, end of period
(000s) |
$265,984 | $229,811 | $233,119 | $215,962 | $297,927 | $286,009 | |
Ratio of expenses (benefit) to average net
assets4 |
3.61% 11 | 3.51% | 2.90% | (4.96)% | 8.55% | 8.25% 11 | |
Ratio of expenses to average net assets (excluding deferred tax
benefit) |
3.61% 11 | 3.51% | 2.83% | 2.53% | 2.26% | 2.08% 11 | |
Ratio of expenses to average net assets (excluding deferred tax benefit and interest
expense) |
1.98% 11 | 2.04% | 2.06% | 2.00% | 1.85% | 1.84% 11 | |
Ratio of net investment loss to average net
assets4 |
(3.31)% 11 | (3.33)% | (2.32)% | (1.82)% | (1.18)% | (1.31)% 11 | |
Ratio of expenses (benefit) to average managed
assets5 |
2.42% 11 | 2.31% | 2.06% | (3.46)% | 6.08% | 6.34% 11 | |
Portfolio turnover
rate |
33% 10 | 36% | 62% | 91% | 105% | 18% 10 | |
Credit facility, end of year
(000's) |
$ 75,400 | $ 66,500 | $ 81,700 | $ 79,600 | $129,000 | $100,500 | |
Total amount of preferred shares outstanding
(000's) |
$ 50,000 | $ 50,000 | $ 50,000 | $ — | $ — | $ — | |
Asset coverage per $1,000 unit of senior
indebtedness8 |
$ 3,121 | $ 2,973 | $ 2,770 | $ 3,949 | $ 3,310 | $ 3,846 | |
Asset coverage per preferred
shares9 |
$157,992 | $139,905 | $141,559 | $ — | $ — | $ — | |
Liquidating preference for preferred
shares |
$ 25,000 | $ 25,000 | $ 25,000 | $ — | $ — | $ — |
# | Total investment return based on net asset value (“NAV”) is the combination of changes in NAV, reinvested dividend income at NAV and reinvested capital gains distributions at NAV, if any. The actual reinvestment price for the last dividend declared in the period may often be based on the Fund’s market price (and not its NAV), and therefore may be different from the price used in the calculation. Total investment return excludes the effects of sales charges or contingent deferred sales charges, if applicable. |
† | Total investment return based on market price is the combination of changes in the New York Stock Exchange market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share at the time of reinvestment. The actual reinvestment for the last dividend declared in the period may take place over several days as described in the Fund’s dividend reinvestment plan, and in some instances may not be based on the market price, so the actual reinvestment price may be different from the price used in the calculation. Total investment return excludes the effect of broker commissions. |
1 | Commencement of operations. |
2 | Initial public offering price of $20.00 per share less underwriting discounts of $0.90 per share and offering costs of $0.04 per share. |
3 | Per share amounts presented are based on average shares outstanding throughout the period indicated. |
4 | Includes the deferred tax benefit (expense), if any, allocated to net investment income (loss) and the deferred tax benefit (expense), if any, allocated to realized and unrealized gain (loss). Net investment income (loss) ratios exclude the deferred tax benefit (expense) allocated to realized and realized and unrealized gain (loss). |
5 | Average managed assets represent the total assets of the Fund, including the assets attributable to the proceeds from any forms of financial leverage, minus liabilities, other than liabilities related to any financial leverage. |
6 | Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share in the period. It may not agree to the aggregate gains and losses in the Statement of Operations due to the fluctuation in share transactions this period. |
7 | Includes dilution (net of offering costs) of approximately $1.11 to NAV per share resulting from the Fund's transferrable rights offering, which expired on April 17, 2015. In connection with such offering, the Fund issued 4,938,969 additional common shares at the subscription price per share below the then-current NAV per share of the Fund. |
8 | Calculated by subtracting the Fund's total liabilities (not including borrowings and preferred shares) from the Fund's total assets and dividing by the total number of senior indebtedness units, where one unit equals $1,000 of senior indebtedness. |
9 | Represents the total value of total assets less liabilities, not including preferred shares divided by the total number of preferred shares. |
10 | Not annualized. |
11 | Annualized. |
* | Following the close of business on February 2, 2018, Brookfield Investment Management Inc. replaced Center Coast Capital Advisors, LP as the investment adviser to the Fund. |
Level 1 - | quoted prices in active markets for identical assets or liabilities |
Level 2 - | quoted prices in markets
that are not active or other significant observable inputs (including, but not limited to: quoted prices for similar assets or liabilities, quoted prices based on recently executed transactions, interest rates, credit risk, etc.) |
Level 3 - | significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of assets or liabilities) |
Valuation Inputs | Level 1 | Level 2 | Level 3 | Total | |||
Master Limited
Partnerships |
$ 300,333,892 | $ — | $ — | $ 300,333,892 | |||
Common
Stocks |
38,864,938 | — | — | 38,864,938 | |||
Short-Term
Investment |
103,237 | — | — | 103,237 | |||
Private Equity
Fund |
— | — | 43,279,442 | 43,279,442 | |||
Total
Investments |
$ 339,302,067 | $ — | $ 43,279,442 | $ 382,581,509 |
Quantitative Information about Level 3 Fair Value Measurements | ||||||
Type of Security | Value
as of May 31, 2018 |
Valuation
Approach |
Valuation
Technique |
Unobservable
Input |
Amount | Impact
to Valuation from an Increase in Input(1) |
Private Equity Fund | $43,279,442 | Income
Approach |
Discounted
Cash Flow |
Discount Rate | 10.5% | Decrease |
Exit Multiple | 12.0x | Increase | ||||
Liquidity Discount | 15.0% | Decrease |
Investments in Securities | Private Equity Fund |
Balance as of November 30,
2017 |
$43,904,880 |
Change in unrealized
depreciation |
(625,438) |
Balance as of May 31,
2018 |
$43,279,442 |
Change in unrealized gains or losses relating to assets still held at the reporting
date |
$ (625,438) |
Deferred tax expense
(benefit) |
|
Federal |
$ 1,439,777 |
State |
165,217 |
Change in federal/state rate due to income tax
reform |
10,847,836 |
Change in valuation
allowance |
(12,452,830) |
Total deferred tax
expense |
$ — |
Amount | Rate | ||
Application of statutory income tax
rate |
$ 1,467,521 | 21.00% | |
State income taxes net of federal
benefit |
168,400 | 2.41% | |
Effect of permanent & temporary
differences |
(30,927) | (0.44)% | |
Change in federal/state rate due to tax
reform |
10,847,836 | 155.23% | |
Change in valution
allowance |
(12,452,830) | (178.20)% | |
Total income tax
expenses |
$ — | —% |
Amount | |
Deferred tax
assets: |
|
Net operating loss carryforward (tax
basis) |
$ 13,051,790 |
Capital loss carryforward (tax
basis) |
14,943,219 |
Valuation
Allowance |
(17,459,928) |
Total deferred tax
assets |
10,535,081 |
Deferred tax
liabilities: |
|
Net unrealized gains on investment securities (tax
basis) |
(10,535,081) |
Total net deferred tax
liability |
$ — |
Amount | |
Expiration Date: | |
11/30/2035 |
$13,600,121 |
11/30/2036 |
7,495,732 |
11/30/2037 |
17,203,417 |
11/30/2038 |
17,454,314 |
Total |
$55,723,584 |
Amount | |
Expiration Date: | |
11/30/2021 |
$63,833,232 |
Total |
$63,833,232 |
Cost of Investments | Gross Unrealized Appreciation | Gross Unrealized Depreciation | Net Unrealized Appreciation |
$337,578,601 | $64,827,041 | $(19,824,133) | $45,002,908 |
Distribution Per Share | Record Date | Payable Date |
$0.1042 | June 13, 2018 | June 21, 2018 |
$0.1042 | July 18, 2018 | July 26, 2018 |
Shares | Shares
Voted For |
Shares
Voted Against |
Shares
Voted Abstain | ||
1. | To
elect to the Fund's Board of Trustees David Levi |
Common | 24,337,762 | 536,671 | 301,546 |
2. | To
elect to the Fund's Board of Trustees David Levi |
Preferred | 1,200 | — | — |
• | Center Coast would rely on the provisions of Section 15(f) of the 1940 Act. In this regard, the Adviser had agreed to conduct its business so as to assure that for a period of not less than two (2) years after the closing, neither the Adviser nor any of its affiliates will impose or seek to impose on the Fund an “unfair burden” as a result of the Transaction, or any express or implied terms, conditions or understandings applicable thereto. |
• | The Fund would not incur any costs in seeking the necessary shareholder approvals for the Agreement. |
• | The reputation, financial strength and resources of Brookfield. |
• | The long-term investment philosophy of the Adviser and anticipated plans to grow the Center Coast team’s business to the benefit of the Fund. |
• | The proposed Transaction, and the resulting continuity in the provision of fund support services to the Fund, including the expected continuity in personnel providing such services, and that the overall scope and level of services that are currently provided to the Fund will not change and the Fund’s cost for these services will not change. |
• | Information we receive from you in applications or other forms, correspondence or conversations, including but not limited to name, address, phone number, social security number, assets, income and date of birth. |
• | Information about transactions with us, our affiliates, or others, including but not limited to account number, balance and payment history, parties to transactions, cost basis information, and other financial information. |
• | Information we may receive from our due diligence, such as your creditworthiness and your credit history. |
• | Unaffiliated service providers (e.g. transfer agents, securities broker-dealers, administrators, investment advisors or other firms that assist us in maintaining and supporting financial products and services provided to you); |
• | Government agencies, other regulatory bodies and law enforcement officials (e.g. for reporting suspicious transactions); |
• | Other organizations, with your consent or as directed by you; and |
• | Other organizations, as permitted or required by law (e.g. for fraud protection) |
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable for semi-annual reports.
Item 6. Schedule of Investments.
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable for semi-annual reports.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable for semi-annual reports.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
None.
Item 10. Submission of Matters to a Vote of Security Holders.
There were no material changes to the procedures by which shareholders may recommend nominees to the Registrants Board of Trustees that were implemented after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by 22(b)(16)) of Schedule 14A (17 CFR 240.14a- 101), or this Item 10.
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 effective, based on their evaluation of such Disclosure Controls and Procedures as of a date within 90 days of the filing of this report on Form N-CSR.
(b) As of the date of filing this Form N-CSR, the Registrants principal executive officer and principal financial officer are aware of no changes in the Registrants internal control over financial reporting that occurred during the Registrants second fiscal quarter of the period covered by this report that has materially affected or is reasonably likely to materially affect the Registrants internal control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable.
Item 13. Exhibits.
(a)(1) Not applicable for semi-annual reports.
(2) A separate certification for each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 is attached as an exhibit to this Form N-CSR.
(3) Not applicable.
(4) Change in the Registrants independent public accountant. The information called for by Item 4 of Form 8-K under the Exchange Act (17 CFR 249.308), along with the predecessor accountants letter reporting the change in independent registered public accountant are attached as exhibits to this Form N-CSR.
(b) A separate certification for each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2(b) under the Investment Company Act of 1940 is attached as an exhibit to this Form N-CSR.
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.
CENTER COAST BROOKFIELD MLP & ENERGY INFRASTRUCTURE FUND
By: | /s/ Brian F. Hurley | |
Brian F. Hurley President and Principal Executive Officer |
Date: August 9, 2018
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: | /s/ Brian F. Hurley | |
Brian F. Hurley President and Principal Executive Officer |
Date: August 9, 2018
By: | /s/ Angela W. Ghantous | |
Angela W. Ghantous Treasurer and Principal Financial Officer |
Date: August 9, 2018