UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.)

Filed by the RegistrantxS

Filed by a Party other than the Registrant¨£

Check the appropriate box:

£

£ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

S Definitive Proxy Statement

£ Definitive Additional Materials

£ Soliciting Material Under Rule 14a-12

Cohen & Steers, Inc.

Payment of Filing Fee (Check the appropriate box):

March 15, 200625, 2009

Dear Fellow Stockholders:Shareholders:

It is our pleasure to invite you to the Cohen & Steers, Inc. 20062009 Annual Meeting of Stockholders.Shareholders.

We will hold the meeting on Tuesday,Friday, May 2, 2006,8, 2009, beginning at 9:00 a.m., local time, at our corporate headquarters located at 280 Park Avenue, 10th Floor, New York, New York 10017.

This booklet includes the Notice of Annual Meeting and the Proxy Statement. The Proxy Statement describes the business that we will conduct at the meeting and provides information about our company. Our 2005Annual Report to Shareholders, which includes our 2008 Annual Report on Form 10-K, and Annual Report to Stockholders accompanyaccompanies these enclosures.

Your vote is very important. Whether you plan to attend the meeting in person or not, we ask you to please review the enclosed material and complete, sign, date and return the enclosed proxy card in the envelope provided. Instead of returning a proxy card, youcast your vote. You may choose to vote your shares by usingvia the Internet, by telephone, by mail or telephone voting options explained on your proxy card.in person at our Annual Meeting.

We look forward to seeing you at the meeting.

Sincerely,

Martin Cohen Co-Chairman and Co-Chief Executive Officer		Robert H. Steers Co-Chairman and Co-Chief Executive Officer

280 Park Avenue, New York, New York 10017-2013     Tel: (212) 832-3232     Fax: (212) 832-3622

March 15, 200625, 2009

NOTICE OF 20062009 ANNUAL MEETING OF STOCKHOLDERSSHAREHOLDERS

To The Stockholders:Our Shareholders:

We will hold the Annual Meeting of StockholdersShareholders of Cohen & Steers, Inc. at our corporate headquarters located at 280 Park Avenue, 10th Floor, New York, New York 10017, on Tuesday,Friday, May 2, 2006,8, 2009, beginning at 9:00 a.m., local time. At our Annual Meeting, we will ask you to:

       You mayUnder rules adopted by the Securities and Exchange Commission, we are primarily furnishing proxy materials to our shareholders on the Internet rather than mailing paper copies of the materials to each shareholder. As a result, most shareholders will receive a Notice of Internet Availability of Proxy Materials (“Notice”) and others will receive paper copies of the Proxy Statement, the Proxy Card and our Annual Report. The Notice contains instructions on how to access the Proxy Statement, the Proxy Card and our Annual Report over the Internet, instructions on how to vote at the Annual Meetingyour shares, as well as instructions on how to request a paper or any adjournments or postponements thereofelectronic copy of our proxy materials, if you were a Cohen & Steers stockholderso desire. We believe electronic delivery should expedite the receipt of materials, significantly lower costs and help to conserve natural resources.

Whether you received the Notice or paper copies of our proxy materials, the Proxy Statement, the Proxy Card, our Annual Report, and any amendments to the foregoing materials that are required to be furnished to shareholders are available for you to review online by following the instructions contained in the Notice or Proxy Card. If instructions on how to access the proxy materials are not included in your Proxy Card, you may view our proxy materials athttps://materials.proxyvote.com/19247A.

The Company’s Board of Directors has fixed the close of business on March 10, 2006.

       We have enclosed a Proxy Statement, form13, 2009 as the record date for the determination of proxyshareholders entitled to receive notice of, and self-addressed envelope. Please complete, sign and dateto vote on, all matters presented at our Annual Meeting or any adjournments thereof. Your vote is very important. Whether you plan to attend the enclosed proxy card. Return it promptly in the envelope provided, which requires no postage if mailed in the United States. Instead of returning a proxy card,meeting or not, we ask you to please cast your vote. You may choose to vote your shares by usingvia the Internet, orby telephone, voting options explained on your proxy card. Submitting the proxy before the Annual Meeting will not preclude you from votingby mail or in person at theour Annual Meeting should you decide to attend.Meeting.

	By Order of the Board of Directors,
Lawrence B. Stoller
Francis C. Poli Corporate Secretary

280 Park Avenue, New York, New York 10017-2013     Tel: (212) 832-3232     Fax: (212) 832-3622

March 15, 200625, 2009

PROXY STATEMENT

These proxy materials are delivered in connection with the solicitation by the Board of Directors of Cohen & Steers, Inc., a Delaware corporation (“Cohen & Steers,” “we” or “our”), of proxies to be voted at our 20062009 Annual Meeting of StockholdersShareholders and at any adjournment or postponement thereof.

You are invited to attend our 20062009 Annual Meeting of StockholdersShareholders on Tuesday,Friday, May 2, 2006,8, 2009, beginning at 9:00 a.m., local time. The Annual Meeting will be held at our corporate headquarters located at 280 Park Avenue, 10th Floor, New York, New York 10017. You may obtain directions to our Annual Meeting location by calling our Corporate Secretary at (212) 832-3232.

       ThisWe expect that this Proxy Statement and form ofthe enclosed proxy are beingwill be mailed startingand/or made available to each shareholder entitled to vote at our Annual Meeting on or about March 24, 2006.25, 2009.

Items to Be Voted on at theOur Annual Meeting

The items of business scheduled to be voted on at theour Annual Meeting are:

Board Recommendation

Our Board of Directors recommends that you vote your shares “FOR” each of the six nominees to the Board of Directors named in this Proxy Statement and “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year ending December 31, 2006.2009.

StockholdersImportant Notice Regarding Internet Availability of Proxy Materials for Our Annual Meeting

Under rules adopted by the Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to our shareholders primarily over the Internet. We believe that this process should expedite shareholders’ receipt of proxy materials, lower the costs of our Annual Meeting and help to conserve natural resources. On or about March 25, 2009, we mailed to most of our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access and review the proxy materials, including this Proxy Statement and our Annual Report, on the Internet and how to access a Proxy Card to vote on the Internet or by telephone. The Notice also contains instructions on how to receive a paper or electronic copy of the proxy materials. If you received a Notice by mail, you will not receive a printed copy of the proxy materials unless you request one. If you received paper copies of our proxy materials, you may also view these materials over the Internet by following the instructions contained in your Proxy Card. If instructions on how to access the proxy materials are not included in your Proxy Card, you may view our proxy materials athttps://materials.proxyvote.com/19247A.

Shareholders Entitled to Vote

Holders of record of our common stock at the close of business on March 10, 200613, 2009 are entitled to receive this notice and to vote their shares of our common stock at theour Annual Meeting. As of March 10, 2006, 36,078,37313, 2009, 42,099,122 shares of our common stock, par value $0.01 per share, were outstanding. Holders of our common stock are entitled to one vote per share.

How to Vote

If you hold your shares directly, you have four ways to vote, as explained on your proxy card.Notice or Proxy Card. If your shares are in an account at a bank or broker, you will receive an instruction card and information on how to give voting instructions to your bank or broker.

       You may:Shareholders may vote as follows:

OR

OR

OR

Voting at theOur Annual Meeting

In the event you mail your proxy and you attend theour Annual Meeting, you may revoke your proxy and cast your vote personally at theour Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at theour Annual Meeting.

All proxies that have been properly signed and returned and not revoked will be voted in accordance with your instructions at theour Annual Meeting. If you sign and return your proxy cardProxy Card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors.

Voting on Other Matters

If you sign and return your proxy cardProxy Card and if any other matters are properly presented at theour Annual Meeting for consideration, the persons named in the proxy will have the discretion to vote on those matters for you. At the date this Proxy Statement went to press, we did not know of any other matter to be raised at theour Annual Meeting.

Revocation of Proxies

You have the right to revoke your proxy. This right allows you to change your mind about how your shares will be voted at theour Annual Meeting. You can revoke your proxy at any time before voting is declared closed at theour Annual Meeting. You may revoke your proxy by sending a signed proxy with a later date in time for us to

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receive it before voting is declared closed, or by voting in person at theour Annual Meeting. You may also revoke your proxy by using the telephone or Internet voting options explained on your proxy card.Notice or Proxy Card. You cannot, however, revoke your proxy at theour Annual Meeting if you do not attend in person.

If your proxy is not properly revoked, we will vote your shares as indicated by your most recent valid proxy.

Required Vote

The presence, in person or by proxy, of the holders of a majority in voting power of the stock issued and outstanding and entitled to vote at theour Annual Meeting is necessary to constitute a quorum. Abstentions and broker “non-votes”“broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A broker “non-vote”non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. We believe that there can be no broker non-votes on the proposals in Items 1 and 2 since brokers should have discretion under current New York Stock Exchange rules to vote uninstructed shares on such proposals.

       A pluralityWith respect to Item 1, in an uncontested election of directors, to be elected, a director nominee must receive affirmative votes representing a majority of the voting powervotes cast by the holders of stock present in person or represented by proxy at our Annual Meeting and entitled to vote is required for Item 1,on the election of directors (a “majority vote”). Abstentions are not counted as votes “for” or “against” a director nominee and will have no effect on the outcome of the election. In a contested election of directors, to be elected, a director nominee must receive a plurality of the votes of the holders of stock present in person or represented by proxy at our Annual Meeting and entitled to vote on the election of directors. Under our Bylaws, a “contested election” is an election in which, as of the day preceding the date we first transmit our notice of meeting to our shareholders or at any time thereafter, the number of nominees for director is greater than the number to be elected.

Each incumbent director standing for re-election at our Annual Meeting has agreed to resign, upon acceptance of such resignation by the Board of Directors, if he or she does not receive a majority vote. The Board of Directors must accept or reject such resignation within 90 days following certification of the shareholder vote.

If a director’s resignation offer is not accepted by the Board of Directors, that director will continue to serve until our next annual shareholders’ meeting and his or her successor is duly elected and qualified or until the director’s earlier death, resignation, or removal. The Board of Directors, in its sole discretion, may either fill a vacancy resulting from the Board of Directors accepting a director’s resignation or a director nominee who is not an incumbent director not receiving a majority vote pursuant to the Bylaws or decrease the size of the Board of Directors to eliminate the vacancy.

The affirmative vote of holders of a majority in voting power of the stock present in person or represented by proxy and entitled to vote on the

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matter is required for Item 2, ratification of our independent registered public accounting firm.2. Abstentions and broker “non-votes” are not countedwill have the same effect as a vote “against” the proposal in the voting tally for purposes of Item 1.2.

Cost of Proxy Solicitation

We will pay the expenses of soliciting proxies. Proxies may be solicited in person or by mail, telephone, electronic transmission, and facsimile transmission on our behalf by our directors, officers or employees, without additional compensation. We will reimburse brokerage houses and other custodians, nominees, and fiduciaries that are requested to forward soliciting materials to the beneficial owners of the stock held of record by such persons.

List of StockholdersShareholders

A list of stockholdersshareholders entitled to vote at theour Annual Meeting will be available at theour Annual Meeting and for ten days prior to theour Annual Meeting, between the hours of 8:45 a.m. and 4:30 p.m., at our principal executive officesby written request to the Corporate Secretary, Cohen & Steers, Inc., at 280 Park Avenue, 10th Floor, New York, New York 10017, by contacting our10017. Requests may also be directed to the Corporate Secretary.Secretary at (212) 832-3232.

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Multiple Copies of Our Annual Report to StockholdersShareholders

Our 2008 Annual Report to shareholders accompanies this Proxy Statement. In order to reduce printing and postage costs, we have undertaken an effort to deliver only one set of annual reportsreport and one proxy statement to multiple stockholdersshareholders of record sharing an address. This delivery method, called “householding,” is not being used, however, if we have received contrary instructions from one or more of the stockholdersshareholders sharing an address. If your household has received only one set of annual reports and one proxy statement, we will deliver promptly a separate copy of the 2005our 2008 Annual Report on Form 10-K, the 2005our 2008 Annual Report to StockholdersShareholders and this Proxy Statement to any stockholdershareholder who sends a written request to the Corporate Secretary, Cohen & Steers, Inc., at 280 Park Avenue, 10th Floor, New York, New York 10017. YouRequests may also contactbe directed to the Corporate Secretary at (212) 832-3232. You can also notify us that you would like to receive separate copies of our annual reports and proxy statementstatements in the future by writingsending a written request to our Corporate Secretary.Secretary at the address set forth above or by contacting the Corporate Secretary at (212) 832-3232. If your household is receiving multiple copies of our annual reports and proxy statements and you wish to request delivery of a single copy, you may send a written request to our Corporate Secretary at the address set forth above. Even if your household has received only one set of annual reports and one proxy statement, a separate proxy cardProxy Card has been provided for each stockholdershareholder account. Each proxy cardProxy Card should be signed, dated, and returned in the enclosed self-addressed envelope.

       If your household has received multiple copies of our annual reports and proxy statement, you can request the delivery of single copies in the future by marking the designated box on the enclosed proxy card.

If you own shares of common stock through a bank, broker or other nominee and receive more than one set of annual reports and proxy statement, you can contact the holder of record to eliminate duplicate mailings.

Confidentiality of Voting

We keep all the proxies, ballots, and voting tabulations confidential as a matter of practice. We only let our Inspector of Election, Mellon Investor Services LLC,Broadridge Financial Solutions, Inc., examine these documents. Occasionally, stockholdersshareholders provide written comments on their proxy card,Proxy Card, which are then forwarded to us by Mellon Investor Services, LLC.Broadridge.

Voting Results

       Mellon Investor Services LLC,Broadridge, our independent tabulating agent, will count the votes and act as the Inspector of Election. We will publish the voting results in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006,2009, which we currently plan to file with the Securities and Exchange Commission (the “SEC”)SEC in August 2006.2009.

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Annual Report

We make available free of charge through our websiteWeb site atcohenandsteers.com www.cohenandsteers.comunder the headings “Corporate Info/SEC Filings,” our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.Further, we will provide, without charge to each stockholdershareholder upon written request, a copy of our Annual Reports on Form 10-K (including our consolidated financial statements, schedules and list of exhibits), Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports. Requests for copies should be addressed to Salvatore Rappa, Associate General Counsel,Corporate Secretary, Cohen & Steers, Inc., 280 Park Avenue, 10th Floor, New York, New York 10017. Requests may also be directed to (212) 832-3232 or via e-mail tosrappa@cohenandsteers.comsrappa@cohenandsteers.com.. Copies may also be accessed electronically by means of the SEC'sSEC’s home page on the Internet atwww.sec.gov. Neither theour Annual Report on Form 10-K for the year ended December 31, 20052008 nor the 2005our 2008 Annual Report to Stockholders isShareholders shall constitute a part of the proxy solicitation materials.

PRINCIPAL STOCKHOLDERSSHAREHOLDERS

As of March 10, 2006,13, 2009, our co-chairmen and co-chief executive officers, Martin Cohen and Robert H. Steers, each directly and indirectly owned approximately 35%28% of our outstanding common stock. As long as Mr. Cohen and Mr. Steers together continue to own a majority of the voting power of our common stock, together they will be able to elect our entire Board of Directors and generally to determine the outcome of all corporate actions requiring stockholdershareholder approval.

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ITEM 1:

ELECTION OF DIRECTORS

Information Concerning the Nominees and Directors

Our amended and restated certificate of incorporation provides that the Board of Directors will consist of that number of directors determined from time to time by the Board of Directors. Acting upon the recommendation of its Nominating and Corporate Governance Committee, the Board of Directors has fixed the number of directors at six and has nominated the six persons identified herein for election as directors, to hold office until the next annual meeting of stockholdersshareholders and the election and qualification of their successors. The Board of Directors recommends a vote “FOR” each of the six persons identified herein for election as directors.

The proxies solicited hereby, unless directed to the contrary therein, will be voted FOR all of“FOR” the six nominees named in this Proxy Statement. All such nominees are currently directors of our company. All nominees have consented to being named in this Proxy Statement and to serve if elected. The Board of Directors has no reason to believe that any nominee will be unavailable or unable to serve as a director, but if for any reason any nominee should not be available or able to serve, the shares represented by all valid proxies will be voted by the person or persons acting under said proxy in accordance with the recommendation of the Board of Directors.

Set forth below are the names of the nominees for election as our directors; their ages and principal occupations as of March 10, 2006;13, 2009; the years the nominees first became directors of our company; and their biographical information.

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Martin Cohen,, a director since August 2004, is the company’s co-founder, co-chairman and co-chief executive officer. Prior to co-founding the firm in 1986, Mr. Cohen was a senior vice president and portfolio manager at National Securities and Research Corporation from 1984 to 1986, where in 1985 he and Mr. Steers organized and managed the nation'snation’s first real estate securities mutual fund. From 1976 to 1981, Mr. Cohen was a vice president at Citibank, where in 1980 he organized and managed the Citibank Real Estate Stock Fund. Mr. Cohen has a BS degree from the City College of New York and an MBA degree from New York University. He has served as a member of the Board of Governors of the National Association of Real Estate Investment Trusts. In 2001, he was the recipient of the National Association of Real Estate Investment Trusts Industry Achievement Award. Mr. Cohen serves as co-chairman of each of the Cohen & Steers open-end and closed-end mutual funds.

Robert H. Steers,, a director since August 2004, is the company’s co-founder, co-chairman and co-chief executive officer. Prior to co-founding the firm in 1986, Mr. Steers was a senior vice president and the chief investment officer of National Securities and Research Corporation from 1982 to 1986, where in 1985 he and Mr. Cohen organized and managed the nation'snation’s first real estate securities mutual fund. From 1977 to 1982, Mr. Steers was a vice president at Citibank, serving as an analyst and portfolio manager of Citibank'sCitibank’s Emerging Growth Stock Fund. Mr. Steers has a BS degree from Georgetown University and an MBA degree from George Washington University. Mr. Steers serves as co-chairman of each of the Cohen & Steers open-end and closed-end mutual funds.

Richard E. Bruce,, a director since August 2004, retired from Merrill Lynch in 2004. From 1992 until his retirement, Mr. Bruce worked in the Equity Capital Markets department at Merrill Lynch, most recently as a director. Mr. Bruce serves on the board of directors of Southampton Hospital. Mr. Bruce has a BA degree in economics from Union College and an MBA degree from the Wharton School of the University of Pennsylvania.

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Peter L. Rhein,, a director since August 2004, has been a general partner of Sarlot and Rhein, a real estate investment and development partnership, since 1967. From 1970 until 1984, he was employed in various capacities by Wells Fargo Realty Advisors and its affiliates. From 1976 until 1984, he was vice president, treasurer and chief financial officer of Wells Fargo Mortgage and Equity Trust, a real estate investment trust. Mr. Rhein is a Certified Public Accountant. Mr. Rhein serves on the board of directors and as chairmanis a member of the auditcompensation committee for Health Care Property Investors,HCP, Inc. and on the board of governors of the Fulfillment Fund, a not-for-profit organization which supports education for disadvantaged students. Mr. Rhein has a BS degree in accounting from Claremont McKenna College.

Richard P. Simon,, a director since August 2004, retired from Goldman Sachs & Co. in 2004 and is currently a consultant with New Leaf Associates, which he formed in 2004. From 1978 until his retirement, he was an equity research analyst atemployed in various capacities by Goldman Sachs.Sachs, most recently as a managing director. Between 1990 and 2002, Mr. Simon coordinated Goldman'sthe Goldman Sachs global media, publishing, advertising, broadcasting, and cable research and served as a managing director from 1996 until his retirement. Prior to retiring from Goldman Sachs, Mr. Simon also mentored analysts and was deputy director of research. He is currently a member of the board of directors of Visions, a not-for-profit organization for the visually impaired and blind. Mr. Simon has a BA degree in accounting from the University of Toledo and an MBA degree from New York University.

Edmond D. Villani,, a director since August 2004, served as Vice Chairman of Deutsche Asset Management, North America until December 31, 2005. Between 1997 and 2002 he was the chief executive officer of Scudder, Stevens & Clark, Inc. and its successor entities. He is chairman of the board of Georgetown University and serves on the board of the Colonial Williamsburg Foundation and the investment committee of the Rockefeller Brothers Fund. In addition, he chairs the advisory board of the Penn Institute for Economic Research at the University of Pennsylvania and is a member of the International Capital Markets Advisory Committee of the Board of the New York Stock Exchange.Pennsylvania. Mr. Villani has a BA degree in Mathematics from Georgetown University and a Ph.D. degree in economics from the University of Pennsylvania.

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Other Executive Officers

In addition to Mr. Cohen and Mr. Steers, the following persons currently serve as our executive officers:

Joseph M. Harvey,, president, is responsible for the firm'sfirm’s investment department. Prior to joining us in 1992, he was a vice president with Robert A. Stanger Co., where for five years he was an analyst specializing in real estate and related securities for the firm'sfirm’s research and consulting activities. Mr. Harvey has a BSE degree from Princeton University. Mr. Harvey serves as a vice president of each of the Cohen & Steers open-end and closed-end mutual funds.

Adam M. Derechin, CFA,, executive vice president and chief operating officer, is responsible for the firm'sfirm’s investment administration legal and systems departments. Prior to joining us in 1993, he worked for the Bank of New England, where he supervised mutual fund accountants. Mr. Derechin has a BA degree from Brandeis University and an MBA degree from the University of Maryland. Mr. Derechin serves as chief executive officer and president of each of the Cohen & Steers open-end and closed-end mutual funds.

Matthew S. Stadler, CPA,, executive vice president and chief financial officer, oversees the firm'sfirm’s accounting and finance department. Prior to joining us in May 2005, he served as a managing director at Lehman Brothers Inc. and chief financial officer of Neuberger Berman Inc., a Lehman Brothers company. He joined Neuberger Berman in 1999 and served as chief financial officer while the firm was an independent public company. Mr. Stadler also served as a senior vice president and chief financial officer of National Discount Brokers Group from May 1999 until October 1999 and a senior vice president and chief financial officer of Santander Investment Securities Inc. from August 1994 until April 1999.

 James S. Corl, executive vice president, is the chief investment officer for all of our real estate securities portfolios. Prior to joining us in 1997, Mr. Corl spent two years as a vice president and co-portfolio manager with Heitman/PRA Securities Advisors, a REIT fund manager. Previously, he was an associate in the real estate investment banking group of Credit Suisse First Boston, where he specialized in the initial public offerings of REITs. Mr. Corl has also worked in the real estate consulting group of Arthur Andersen & Co. and as an office-leasing agent for Iliff, Thorn & Company, a West Coast commercial real estate brokerage firm. Mr. Corl has a BA degree with honors from Stanford University and an MBA degree from the Wharton School.

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John J. McCombeFrancis C. Poli,, executive vice president and director of marketing,general counsel, oversees the firm's sales efforts for our open-end and closed-end mutual funds. Prior to joining us in 1997, he worked for Merrill Lynch for 14 years. Mr. McCombe has a BS degree from Fordham University and an MBA degree from Pace University.

Lawrence B. Stoller, executive vice president, general counsel and secretary, oversees the firm'sfirm’s legal and compliance department. Prior to joining us in 1999, he2007, Mr. Poli was associate general counsel at Neuberger Berman Management Inc.,managing director, chief legal officer and director of U.S. compliance for Allianz Global Investors. Prior to that, Mr. Poli served as vice president and assistant general counsel at The Dreyfus Corporation,J.P. Morgan & Co. and as an associate at the law firm of Dechert LLP and special counsel atin the Securities and Exchange Commission.Practice Group at Kelley Drye & Warren. Mr. Stoller serves as assistant secretary of each of the Cohen & Steers open-end and closed-end mutual funds. Mr. StollerPoli has a BSBA degree from Cornell UniversityBoston College and a JD degree from Georgetown University. He is a memberPace University School of Law.

There are no family relationships between or among any of the Bar in New Yorkmembers of the Board of Directors and Washington, D.C.the executive officers.

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CORPORATE GOVERNANCE AT COHEN & STEERS

We regularly monitor regulatory developments and review our policies, processes and procedures in the area of corporate governance to respond to such developments. As part of those efforts, we review federal laws affecting corporate governance, such as the Sarbanes-Oxley Act of 2002, as well as rules adopted by the SEC and the New York Stock Exchange, Inc. (the “NYSE”).

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines that address the following key corporate governance subjects, among others: director qualification standards; director responsibilities; director access to management and, as necessary and appropriate, independent advisors; director compensation; director orientation and continuing education; management succession; and an annual performance evaluation of the Board of Directors. Our Corporate Governance Guidelines is available at our corporate websiteWeb site atcohenandsteers.comwww.cohenandsteers.com under the headings “Corporate Info/Corporate Governance.” Further, we will provide a copy of this document without charge to each stockholdershareholder upon written request. Requests for copies should be addressed to the Corporate Secretary, Cohen & Steers, Inc., 280 Park Avenue, New York, New York 10017.

Code of Business Conduct and Ethics

The Board of Directors has adopted a Code of Business Conduct and Ethics for our directors, officers, and employees which addresses these important topics, among others: conflicts of interest; corporate opportunities; confidentiality of information; fair dealing; protection and proper use of our assets; compliance with laws, rules and regulations (including insider trading laws); and encouraging the reporting of any illegal or unethical behavior. The Board of Directors has also adopted a Code of Ethics for our Senior Financial Officers. The purpose of the Code of Ethics for Senior Financial Officers is to promote honest and ethical conduct and compliance with the law, particularly as related to the maintenance of our financial books and records and the preparation of our financial statements. Our Code of Business Conduct and Ethics and Code of Ethics for our Senior Financial Officers are available at our corporate websiteWeb site atcohenandsteers.comwww.cohenandsteers.com under the headings “Corporate Info/Corporate Governance.” Further, we will provide a copy of these documents without charge to each stockholdershareholder upon written request. Requests for copies should be addressed to the Corporate Secretary, Cohen & Steers, Inc., 280 Park Avenue, New York, New York 10017. The Company will promptly disclose any substantive changes in or waivers of the Code of Business Conduct and Ethics or Code of Ethics for Senior Financial Officers granted to our executive officers, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and our directors by posting such information on our website at www.cohenandsteers.com under the headings “Corporate Info/Corporate Governance.”

StockholdersShareholders are encouraged to visit the corporate governanceCorporate Governance section of the “Corporate Info” page of our websiteWeb site atcohenandsteers.comwww.cohenandsteers.com for additional information about our Board of Directors and its committees, and corporate governance at our company.

Director Independence

Background. Under the NYSE'sNYSE’s corporate governance rules, no director qualifies as independent unless our Board of Directors affirmatively determines that the director has no “material relationship” with us, either directly or as a partner, stockholder,shareholder, or officer of an organization that has a relationship with us. In addition,

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directors who have relationships covered by one of five bright-line independence tests established by the NYSE, as discussed below, may not be found to be independent.

The NYSE'sNYSE’s director independence requirements are designed to increase the quality of board oversight at listed companies and to lessen the possibility of damaging conflicts of interests. The NYSE'sNYSE’s corporate governance rules do not define every relationship that will be considered material for purposes of determining a director'sdirector’s independence from our management. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships, among others. As the concern is a director'sdirector’s independence from our management, however, the NYSE does not view the ownership of even a significant amount of our stock, by itself, as a bar to an independence finding.

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NYSE'sNYSE’s bright-line independence tests. The NYSE has adopted five bright-line independence tests for directors. Each of these tests describes a specific set of circumstances that will cause a director to be not independent from our management. For example, a director who is an employee of ours, or whose immediate family member is an executive officer of our company, is not independent until three years after the end of the employment relationship. The other bright-line independence tests address circumstances involving: the receipt of more than $100,000$120,000 per year in direct compensation from us, except for certain permitted payments such as director fees; employment by or affiliations with our current or former internal or external auditors; interlocking directorates; and certain business relationships involving companies that make payments to, or receive payments from, us above specified annual thresholds. For more information about the NYSE'sNYSE’s bright-line director independence tests, including the NYSE commentary explaining the application of the tests, please go to the NYSE Web site atnyse.comwww.nyse.com.

Categorical standards of director independence adopted by the Board of Directors. The NYSE'sNYSE’s corporate governance rules permit a listed company'scompany’s board of directors to adopt categorical standards of director independence. Categorical standards are intended to assist a board in making determinations of independence. The NYSE recognizes that the adoption and disclosure of categorical standards provide investors with an adequate means of assessing the quality of a board's independence and its independence determinations while avoiding the excessive disclosure of immaterial relationships.

The Board of Directors, acting upon the recommendation of its Nominating and Corporate Governance Committee, has adopted categorical standards to assist it in determining whether or not certain relationships between the members of the Board of Directors and us or our affiliates and subsidiaries (either directly or as partner, shareholder or officer of an organization that has a relationship with us) are material relationships for purposes of the listing standards of the NYSE. The categorical standards address: (i)Board of Directors has determined that the following relationships should not be considered material relationships that would impair a director’s independence: (1) relationships arising in the ordinary course of business, such as asset management, acting as trustee, or other financial service relationships, so long as the services are being provided in the ordinary course of business and on substantially the same terms and conditions, including price, as would be available to similarly situated customers; (ii)(2) relationships where a director is an executive officer or an employee, or whose immediate family member is an executive officer, of another company that makes payments to, or receives payment from, us for property or services in an amount which, in any single fiscal year, are less than the greater of $1,000,000 or two percent of the consolidated gross revenues of such other company; (iii)(3) relationships where a director beneficially owns, or is an employee of another company that beneficially owns, less than 10% of our common equity; (iv)(4) relationships where a director is an executive officer or an employee of another company to which we are indebted, and the total amount of the indebtedness is less than one percent of the total consolidated assets of the company for which he or she serves as an executive officer or an employee; and (v)(5) relationships where a director serves as an officer, director or trustee of a charitable organization, and our discretionary charitable contributions to the organization are less than the greater of $1,000,000 or two percent of that organization'sorganization’s consolidated gross revenues.

Independence determinations made by the Board of Directors. At its meeting on February 17, 2006,March 12, 2009, the Board of Directors made a determination as to the independence of each director, in accordance with the applicable NYSE corporate governance rules. The Board of Directors determined at this meeting that each of Messrs. Bruce, Rhein, Simon and Villani has no material relationship with us (either directly or as a partner, stockholdershareholder or officer of an organization that has a relationship with us) and is “independent” as defined in the NYSE listing standards and the applicable SEC rules. Certain of these directors have or may have one or more relationships that meet the categorical standards of independence adopted by the Board of Directors. At this meeting, the Board of Directors considered, but did not believe to be material, the fact that we, through our advisory clients, owned as of December 31, 2008 approximately 6%2.7% of the outstanding common stock of Health Care Property Investors,HCP, Inc., a company for which Mr. Rhein serves on

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the board of directorsdirectors. Further, the Board of Directors considered, but did not believe to be material, the fact that our former investment banking group from time to time performed certain merger and is the chairman of the audit committee.acquisition and capital raising services for HCP. The Board of Directors furtheralso noted that on December 5, 2008, we announced our plan to exit the investment banking business. Finally, the Board of Directors determined that each of Messrs.Mr. Cohen and Mr. Steers was not independent. No director participated in the final determination of his own independence.

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Consideration of Director Candidates

The policy of the Nominating and Corporate Governance Committee is to consider properly submitted stockholdershareholder recommendations for candidates for membership on the Board of Directors as described below under “Identifying and Evaluating Candidates for Directors.” In evaluating such recommendations, the Nominating and Corporate Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board of Directors and to address the membership criteria set forth below under “Director Qualifications.” Any stockholdershareholder recommendations for consideration by the Nominating and Corporate Governance Committee should include the nominee'snominee’s name and qualifications for Board of Directors membership. The recommending stockholdershareholder should also submit evidence of the stockholder'sshareholder’s ownership of our shares, including the number of shares owned and the length of time of ownership. The recommendation should be addressed to the Corporate Secretary, Cohen & Steers, Inc., 280 Park Avenue, New York, New York 10017.

Director Qualifications.qualifications. Our Corporate Governance Guidelines contain Board of Directors membership criteria that apply to Nominating and Corporate Governance Committee-recommended candidates for a position on our Board of Directors. The minimum qualifications for serving as a member of the Board of Directors are that a person demonstrate by significant accomplishment in his or her field,strength of character, mature judgment, familiarity with our business and industry, independence of thought and an ability to make a meaningful contributionwork collegially. The Board of Directors also considers the skill sets and experiences of the existing directors, and actively seeks to add directors who would bring additional relevant skill sets and experiences to the Board of Directors' oversightDirectors or would replace skill sets and experience lost through a director’s retirement. The Board of our business and affairs and that a person have an impeccable record and reputation for honest and ethical conduct in both his or her professional and personal activities. In addition, nominees for director are selectedDirectors does not discriminate on the basis of among other things, experience, knowledge, skills, expertise, diversity, ability to make independent analytical inquiries, understanding of our business environment and willingness to devote adequate time and effort to the responsibilities of the Board of Directors.race, color, national origin, gender, religion, disability, or sexual preference in selecting director candidates. Each director must represent the interests of all of our stockholders.shareholders.

Identifying and Evaluating Candidatesevaluating candidates for Director.director. The Nominating and Corporate Governance Committee identifies potential nominees by asking current directors and executive officers to notify the Nominating and Corporate Governance Committee if they become aware of persons meeting the criteria described above. The Nominating and Corporate Governance Committee also may engage firms that specialize in identifying director candidates. As described above, the Nominating and Corporate Governance Committee will also consider candidates recommended by stockholders.shareholders.

Once a person has been identified by the Nominating and Corporate Governance Committee as a potential candidate, the Nominating and Corporate Governance Committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Nominating and Corporate Governance Committee determines that the candidate warrants further consideration, the Chairman or a person designated by the Nominating and Corporate Governance Committee contacts the person. Generally, if the person expresses a willingness to be considered and to serve on the Board of Directors, the Nominating and Corporate Governance Committee requests information from the candidate and reviews the person'sperson’s accomplishments and qualifications. The Nominating and Corporate Governance Committee'sCommittee’s evaluation process does not vary based on whether or not a candidate is recommended by a stockholder,shareholder, although the Nominating and Corporate Governance Committee may take into consideration the number of shares held by the recommending stockholdershareholder and the length of time that such shares have been held.

There are no nominees for election to our Board of Directors this year who have not previously served as a directorone of our company.directors.

Executive Sessions

Executive sessions of non-management directors are held at leastbefore each regularly scheduled board meeting. In 2008, the non-management directors held four times a year.executive sessions. “Non-management directors” include all

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directors who are not our officers. Currently, Mr. Cohen and Mr. Steers are the only officers of our company serving on theour Board of Directors. Each session is

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chaired by one of the non-management members of the Board of Directors on a rotating basis. Any non-management director can request that an additional executive session be scheduled.

Communications with the Board

The Board of Directors has established a process to receive communications from stockholdersshareholders and other interested parties. StockholdersShareholders and other interested parties may contact any member (or all members) of the Board of Directors (including without limitation the director that presides over the executive sessions of non-management directors, or the non-management directors as a group), any Board of Directors committee or any chair of any such committee by mail or electronically. To communicate with the Board of Directors, any individual director or any group or committee of directors, correspondence should be addressed to the Board of Directors or any such individual directors or group or committee of directors by either name or title. All such correspondence should be sent c/o General Counsel, Cohen & Steers, Inc., 280 Park Avenue, New York, New York 10017. To communicate with any of our directors electronically, stockholdersshareholders should go to our corporate websiteWeb site atcohenandsteers.comwww.cohenandsteers.com. Under the headings “Corporate Info/Board of Directors/Contact the Board of Directors,” stockholdersshareholders may find the e-mail addressboard_communications@cohenandsteers.com, which may be used for writing an electronic message to the Board of Directors, any individual director, or any group or committee of directors. Please follow the instructions on our websiteWeb site in order to send your message.

All communications received as set forth in the preceding paragraph will be opened by our Associate General Counsel for the sole purpose of determining whether the contents represent a message to our directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board of Directors or any group or committee of directors, sufficient copies of the contents will be made for each director who is a member of the group or committee to which the envelope or e-mail is addressed. Concerns relating to accounting, internal controls or auditing matters are brought to the attention of the Chairman of the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters.

INFORMATION ABOUT THE BOARD AND ITS COMMITTEES

The Board of Directors has three standing committees: an Audit Committee; a Compensation Committee; and a Nominating and Corporate Governance Committee. The current charters for each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available on our corporate websiteWeb site atcohenandsteers.comwww.cohenandsteers.com under the headings “Corporate Info/Corporate Governance.” Further, we will provide a copy of these charters without charge to each stockholdershareholder upon written request. Requests for copies should be addressed to the Corporate Secretary, Cohen & Steers, Inc., 280 Park Avenue, New York, New York 10017.

The Audit Committee

The Board of Directors has a standing Audit Committee composed of Messrs. Rhein (Chair), Bruce, Simon and Villani that satisfies the requirements of SEC Rule 10A-3 under the Securities Exchange Act of 1934, as amended.amended (the “Exchange Act”). Rule 10A-3 establishes listing standards relating to audit committees in the following areas: the independence of audit committee members; the audit committee'scommittee’s responsibility to select and oversee the company'sour independent registered public accounting firm; procedures for handling complaints regarding the company'sour accounting practices; the authority of the audit committee to engage advisors; and funding for the independent registered public accounting firm and any outside advisors engaged by the audit committee. As previously stated, the Board of Directors has determined that each of Messrs. Bruce, Rhein, Simon and Villani has no material relationship with us (either directly or as a partner, stockholdershareholder or officer of an organization that has a relationship with us) and is “independent” as defined in the

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NYSE listing standards and the applicable SEC rules. Furthermore, the Board of Directors has determined that Mr. Rhein qualifies as an “audit committee financial expert” as defined in the SEC rules and the Board of Directors has determined that each of Messrs. Bruce, Rhein, Simon and Villani has accounting and related financial management expertise within the meaning of the listing standards of the NYSE.

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The Audit Committee'sCommittee’s primary purposes are to assist Board of Director oversight of the following: the integrity of our financial statements; the independent registered public accounting firm'sfirm’s qualifications and independence; the performance of our internal audit function and independent registered public accounting firm; and the compliance by us with legal and regulatory requirements. The Audit Committee also prepares the audit committee report as required by the SEC'sSEC’s rules for inclusion in our annual proxy statement. The Audit Committee's charter, as re-approved by the Board of Directors on February 17, 2006, was included as Appendix A to the Company's 2005 Proxy Statement and is also available on our corporate website at cohenandsteers.com under the headings “Corporate Info/Corporate Governance.”

The Audit Committee regularly holds separate sessions with management, internal auditors, and the independent registered public accounting firm. The Audit Committee'sCommittee’s procedures for the pre-approval of the audit and permitted non-audit services are described in “Item 2: Ratification of the Appointment of Independent Registered Public Accounting Firm—Audit Committee Pre-Approval Policy.”

The Compensation Committee

The Compensation Committee is responsible for administeringoverseeing our stock award and incentive plans and establishing the compensation for certain of our executive officers. The Compensation Committee is presently composed of Messrs. Villani (Chair), Bruce, Rhein and Simon. As previously stated, the Board of Directors has determined that each of Messrs. Bruce, Rhein, Simon and Villani has no material relationship with us (either directly or as a partner, stockholdershareholder or officer of an organization that has a relationship with us) and is “independent” as defined in the NYSE listing standards and is a “non-employee director” as defined in the applicable SEC rules.

The Compensation Committee has delegated to Mr. Cohen and Mr. Steers the authority (with certain limitations) to grant awards under the Amended and Restated Stock Incentive Plan to participants in the plan who are not directors or officers of the company as defined by Section 16 of the Securities Exchange Act of 1934. For additional information on the Compensation Committee’s activities, its use of outside advisors and its consideration and determination of executive compensation, see “Compensation of Executive Officers—Compensation Discussion and Analysis.”

Compensation Committee Interlocks and Insider Participation

None of the Compensation Committee’s members is or has been an officer or employee of the Company. During fiscal 2008, none of the Company’s executive officers served on the board of directors, the compensation committee or any similar committee of another entity of which an executive officer served on our Board of Directors or Compensation Committee.

The Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for the following: assisting the Board of Directors by identifying individuals qualified to become Board of Directors members, and to recommend to the Board of Directors the director nominees for the next annual meeting of stockholders;shareholders; recommending to the Board of Directors the Corporate Governance Guidelines applicable to us; leading the Board of Directors in its annual review of the Board of Directors and management'smanagement’s performance; and recommending to the Board of Directors director nominees for each committee. The Nominating and Corporate Governance Committee is presently composed of Messrs. Simon (Chair), Bruce, Rhein and Villani. As previously stated, the Board of Directors has determined that each of Messrs. Bruce, Rhein, Simon and Villani has no material relationship with us (either directly or as a partner, stockholdershareholder or officer of an organization that has a relationship with us) and is “independent” as defined in the NYSE listing standards and the applicable SEC rules.standards.

Meetings of the Board'sBoard’s Committees

The Board of Directors met sixfive times during 2005.2008. During 2005,2008, the Board of Directors'Directors’ committees held the following number of meetings: Audit Committee—eight meetings; Compensation Committee—fivethree meetings; Nominating and Corporate Governance Committee—threetwo meetings. In 2005,2008, each director then serving attended at least 75%all of the meetings of the Board of Directors and each committee of the Board of Directors on which such director served.

The Board of Directors believes that it is important for stockholdersshareholders to have the opportunity to meet and talk to the independent members of the Board of Directors. Therefore, the Board of Directors generally schedules a

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board meeting in conjunction with our annual stockholders'

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shareholders’ meeting and expects directors, absent valid reasons, to attend the stockholders'shareholders’ meeting. All of the members of the Board of Directors attended the 20052008 annual meeting of stockholders.shareholders.

Compensation of Directors

Our policy is not to pay additional compensation to directors who are also our employees. The Nominating and Corporate Governance Committee reviews and recommends to our Board of Directors the compensation of our non-employee directors. As part of this review, the Nominating and Corporate Governance Committee consults with McLagan, a compensation consulting and research firm, to determine the reasonableness and adequacy of our non-employee director compensation.

Each outside director receives an annual retainer of $70,000, forty percent$120,000, $45,000 of which is payable quarterly in cash and sixty percent$75,000 of which is payable quarterly in restricted stock units, and $1,500 for each board or committee meeting attended by such director.units. The restricted stock units are granted under the Cohen & Steers, Inc. 2004our Amended and Restated Stock Incentive Plan and are 100% vested on the date of grant. In general, theThe shares of common stock underlying the restricted stock units granted to a director will be delivered to the director on the third anniversary of the date of grant. Dividends on these restricted stock units are paid in cash as and when dividends are paid by us on our common stock. In addition, the

The chair of the Audit Committee receives an additional annual cash retainer of $12,500,$15,000, the chair of the Compensation Committee receives an additional annual cash retainer of $7,500 and the chair of the Nominating and Corporate Governance Committee receives an additional annual cash retainer of $5,000. Each member of the Audit Committee (including the chair) receives an additional annual cash retainer of $15,000, each member of the Compensation Committee (including the chair) receives an additional annual cash retainer of $7,500, and each member of the Nominating and Corporate Governance Committee (including the chair) receives an additional annual cash retainer of $5,000.

Outside directors are further reimbursed for reasonable travel and related expenses associated with attendance at board or committee meetings as well as reasonable expenses for continuing education programs related to their role as a member of the board.

Outside directors receive no compensation from the companyus other than compensation as directorsone of the company.our directors.

2005 Compensation.The following chart sets forth the compensation paid by us to non-employee directors in 2005 by the company.2008.

2008 Director Compensation