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 Registrantx   Filed by a Party other than the Registrant¨

Check the appropriate box:

Cohen & Steers, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 30, 200725, 2009

Dear Fellow Shareholders:

It is our pleasure to invite you to the Cohen & Steers, Inc. 20072009 Annual Meeting of Shareholders.

We will hold the meeting on Friday, May 4, 2007,8, 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 2006Annual Report to Shareholders, which includes our 2008 Annual Report on Form 10-K, and Annual Report to Shareholders 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 30, 200725, 2009

NOTICE OF 20072009 ANNUAL MEETING OF SHAREHOLDERS

To Our Shareholders:

We will hold the Annual Meeting of Shareholders of Cohen & Steers, Inc. at our corporate headquarters located at 280 Park Avenue, 10th Floor, New York, New York 10017, on Friday, May 4, 2007,8, 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 shareholderso 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 9, 2007.

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,

Francis C. Poli Corporate Secretary

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

March 30, 200725, 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 20072009 Annual Meeting of Shareholders and at any adjournment or postponement thereof.

You are invited to attend our 20072009 Annual Meeting of Shareholders on Friday, May 4, 2007,8, 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 starting April 2, 2007.and/or made available to each shareholder entitled to vote at our Annual Meeting on or about March 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, 2007.2009.

Important 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 9, 200713, 2009 are entitled to receive this notice and to vote their shares of our common stock at theour Annual Meeting. As of March 9, 2007, 39,722,81513, 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 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.

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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 Shareholders

A list of shareholders 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., by written request to the Corporate Secretary, Cohen & Steers, Inc., at 280 Park Avenue, 10th Floor, New York, New York 10017. Requests may also be directed to the Corporate Secretary at (212) 832-3232.

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Multiple Copies of Our Annual Report to Shareholders

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 shareholders 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 shareholders 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 2006our 2008 Annual Report on Form 10-K, the 2006our 2008 Annual Report to Shareholders and this Proxy Statement to any shareholder who sends a written request to the Corporate Secretary, Cohen & Steers, Inc., at 280 Park Avenue, 10th Floor, New York, New York 10017. Requests may also be 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 shareholder 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, shareholders 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, 2007,2009, which we currently plan to file with the Securities and Exchange Commission (the “SEC”)SEC in August 2007.2009.

Annual Report

We make available free of charge through our websiteWeb site atwww.cohenandsteers.com under 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 shareholder 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

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Reports on Form 8-K, and all amendments to those reports. Requests for copies should be addressed to 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.com.Copies may also be accessed electronically by means of the SEC’s home page on the Internet atwww.sec.gov. Neither theour Annual Report on Form 10-K for the year ended December 31, 20062008 nor the 2006our 2008 Annual Report to Shareholders shall constitute a part of the proxy solicitation materials.

PRINCIPAL SHAREHOLDERS

As of March 9, 2007,13, 2009, our co-chairmen and co-chief executive officers, Martin Cohen and Robert H. Steers, each directly and indirectly owned approximately 29%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 shareholder 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 shareholders 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 9, 2007;13, 2009; the years the nominees first became directors of our company; and their biographical information.

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’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.

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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’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’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 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. From 1978 until his retirement, he was employed in various capacities by Goldman Sachs, most recently as a managing director. Between 1990 and 2002, Mr. Simon coordinated the 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. Mr. Villani has a BA degree in Mathematics from Georgetown University and a Ph.D. degree in economics from the University of Pennsylvania.

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’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’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.

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Adam M. Derechin, CFA, executive vice president and chief operating officer, is responsible for the firm’s investment administration 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’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.

John J. McCombe, executive vice president and director of marketing, 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.6

Francis C. Poli, executive vice president and general counsel, oversees the firm’s legal and compliance department. Prior to joining us in 2007, Mr. Poli spent nine years with Allianz Global Investors, most recently aswas managing director, chief legal officer and director of U.S. compliance.compliance for Allianz Global Investors. Prior to that, Mr. Poli served as vice president and assistant general counsel at J.P. Morgan & Co. and as an associate in the Securities Practice Group at Kelley Drye & Warren. Mr. Poli has a BA degree from Boston College and a JD from Pace University School of Law.

There are no family relationships between or among any of the members of the Board of Directors and the executive officers.

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 atwww.cohenandsteers.com under the headings “Corporate Info/Corporate Governance.” Further, we will provide a copy of this document without charge to each shareholder upon written request. Requests for copies should be addressed to the Corporate Secretary, Cohen & Steers, Inc., 280 Park Avenue, New York, New York 10017.

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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 atwww.cohenandsteers.com under the headings “Corporate Info/Corporate Governance.” Further, we will provide a copy of these documents without charge to each shareholder 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.”

Shareholders are encouraged to visit the corporate governanceCorporate Governance section of the “Corporate Info” page of our websiteWeb site atwww.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’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, 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’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’s corporate governance rules do not define every relationship that will be considered material for purposes of determining a director’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’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.

NYSE’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’s bright-line director independence tests, including the NYSE commentary explaining the application of the tests, please go to the NYSE Web site atwww.nyse.com.

Categorical standards of director independence adopted by the Board of Directors. The NYSE’s corporate governance rules permit a listed company’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

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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 Board of Directors has determined that the following relationships should not be considered material relationships that would impair a director’s independence: (i)(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’s consolidated gross revenues.

Independence determinations made by the Board of Directors. At its meeting on March 13, 2007,12, 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, shareholder 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, 20062008 approximately 4%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 directors and is the chairman of the audit committee.directors. 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 acquisition and capital raising services for Health Care Property Investors.HCP. The Board of Directors also 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.

Consideration of Director Candidates

The policy of the Nominating and Corporate Governance Committee is to consider properly submitted shareholder 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 shareholder recommendations for consideration by the Nominating and Corporate Governance Committee should include the nominee’s name and qualifications for Board of Directors membership. The recommending shareholder should also submit evidence of the shareholder’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. 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

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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 shareholders.

Identifying and evaluating candidates for 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 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’s accomplishments and qualifications. The Nominating and Corporate Governance Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a shareholder, although the Nominating and Corporate Governance Committee may take into consideration the number of shares held by the recommending shareholder 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 one of our 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 serving on our Board of Directors. Each session is 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 shareholders and other interested parties. Shareholders 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, shareholders should go to our corporate websiteWeb site atwww.cohenandsteers.com. Under the headings “Corporate Info/Board of Directors/Contact the Board of Directors,” shareholders 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

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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 shareholder 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 (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’s responsibility to select and oversee our independent registered public accounting firm; procedures for handling complaints regarding our 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, shareholder 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. 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’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’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’s rules for inclusion in our annual proxy statement. The Audit Committee’s charter, as re-approved by the Board of Directors on March 13, 2007, was included as Appendix A to our 2005 Proxy Statement and is also available on our corporate website atwww.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’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 overseeing 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, shareholder 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 MartinMr. Cohen and Robert H.Mr. Steers the authority (with certain limitations) to grant awards under the Cohen & Steers, Inc. 2004Amended and Restated Stock Incentive Plan (the “Stock Incentive Plan”) to participants in the plan who are not directors or senior officers of the company.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

10None 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 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’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, shareholder 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’s Committees

The Board of Directors met sixfive times during 2006.2008. During 2006,2008, the Board of Directors’ committees held the following number of meetings: Audit Committee—eleveneight meetings; Compensation Committee—fivethree meetings; Nominating and Corporate Governance Committee—threetwo meetings. In 2006,2008, 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 shareholders 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 shareholders’ meeting and expects directors, absent valid reasons, to attend the shareholders’ meeting. All of the members of the Board of Directors attended the 20062008 annual meeting of 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, 40%$120,000, $45,000 of which is payable quarterly in cash and 60%$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 our Amended and Restated Stock Incentive Plan and are 100% vested on the date of grant. The 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, theThe 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. In 2006, the reimbursement amount was $1,895, $12,738, $90 and $4,101, respectively for each of Messrs. Bruce, Rhein, Simon and Villani.

Outside directors receive no compensation from us other than compensation as one of our directors.

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The following chart sets forth the compensation paid by us to non-employee directors in 2006.2008.

20062008 Director Compensation

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REPORT OF THE AUDIT COMMITTEE

In accordance with and to the extent permitted by the rules of the SEC, the information contained in the following Report of the Audit Committee shall not be incorporated by reference into any of our future filings made under the Exchange Act, or under the Securities Act of 1933, as amended (the “Securities Act”), and shall not be deemed to be soliciting material or to be filed under the Exchange Act or the Securities Act.

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REPORT OF THE COMPENSATION COMMITTEE

The following is the compensation committee report to shareholders on our executive compensation policies with respect to compensation reported for fiscal year 2006. Inshall not, in accordance with the rules of the SEC, this report shall not be incorporated by reference into any of our future filings made under the Exchange Act or under the Securities Act, and shall not be deemed to be soliciting material or to be filed under the Exchange Act or the Securities Act.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than ten percent of a registered class of our equity securities to file reports of holdings of, and transactions in, our shares with the SEC. To the best of our knowledge, based solely on copies of such reports and representations from these reporting persons, we believe that in 2006,2008, our directors, executive officers and ten percent holders met all applicable SEC filing requirements. Reports filed with the SEC detailing purchases and sales of our equity securities by such persons may be found on our corporate websiteWeb site atwww.cohenandsteers.com under “Corporate Info/SEC Filings.”

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OWNERSHIP OF COHEN & STEERS COMMON STOCK

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 9, 200713, 2009 by: (i)(1) each person who is known by us to own beneficially more than 5% of any class of outstanding shares of our common stock; (ii)(2) each of our directors; (iii)(3) each of the executive officers named in the Summary Compensation Table; and (iv)(4) all of our executive officers and directors as a group.

Except as otherwise noted, each individual exercises sole voting power or investment power over the shares of common stock shown. The number of shares of common stock shown in the following security ownership table as beneficially owned by each director and executive officer is determined under the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. For purposes of the following security ownership table, beneficial ownership includes any shares of common stock as to which the individual has sole or shared voting power or investment power and also any shares of common stock which the individual has the right to acquire within 60 days of March 9, 200713, 2009 through the exercise of any option, warrant or right or the delivery of shares of common stock underlying restricted stock units.

As of March 9, 2007,13, 2009, there were 39,722,81542,099,122 shares of our common stock outstanding. This amount does not include restricted stock units issued by us to our employees. See footnote 1 to the following stock ownership table.

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COMPENSATION DISCUSSION AND ANALYSISOF EXECUTIVE OFFICERS

Compensation Discussion and Analysis

Introduction

Our compensation programs are designed to support our business goals and promote both short-term and long-term growth by attracting, motivating and retaining the management talent we need to maintain and strengthen our position in the asset management business. This section of the Proxy Statement explains how our compensation programs are designed and operate with respect to our executive officers who are named in the compensation tables of this Proxy Statement (we refer to these individuals as the “named executive officers”). Our named executive officers are our co-chairmen and co-chief executive officers, Martin Cohen and Robert H. Steers, our chief financial officer, Matthew S. Stadler, our president, Joseph M. Harvey, and our chief operating officer, Adam M. Derechin.

The Compensation Committee composed entirelydetermines all components of independent directors,our co-chief executive officers’ compensation. With respect to the other named executive officers, the Compensation Committee seeks recommendations from our co-chief executive officers and reviews and approves the elements of the compensation programs for our executive officers. The Compensation Committee is also responsible for overseeing our stock award and incentive plans.

In overseeing our executive compensation programs, the Compensation Committee strives to maintain programs that are effective in attracting and retaining executives capable of making significant contributions to our long-term success. As set forth in its charter, the Compensation Committee is responsible for:

—Reviewing and recommending to the full Board of Directors, or approving, new executive compensation programs;

—Reviewing on a periodic basis the operationsall components of our other named executive compensation programs to determine whether they are properly coordinated and achieving their intended purposes;

—Establishing and periodically reviewing policies for the administration of executive compensation programs; and

—Taking steps to modify any executive compensation program that yields payments and benefits that are not reasonably related to executive and corporate performance;

It is the Compensation Committee’s practice to make the most significantofficers’ compensation. This includes making individual compensation decisions in a multi-step process over more than one meeting, so that Compensation Committee members have the ability to consider and discuss alternative courses of action, to ask for additional informationreviewing and revising our compensation plans, programs, and guidelines as necessary, and to raise and discuss further questions.appropriate.

Compensation Philosophy

The following principles guide the design and oversight of our compensation programs:

Compensation should be related to performance. We believe that an employee’s compensation should be tied to how the individual employee performs and to how well both we as a company and the employee’s team perform against both financialperform. For a discussion of the performance criteria considered by the Compensation Committee in setting the named executive officers’ compensation, see “Named Executive Officer Compensation—Co-Chief Executive Officers” and non-financial goals and objectives.“Named Executive Officer Compensation—Other Named Executive Officers” below in this Proxy Statement.

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Compensation levels are competitive. Our Compensation Committee annually reviews compensation survey data from independent sources to help ensure that our compensation programs are competitive.competitive (see “Compensation Consultant” and “Named Executive Officer Compensation—Other Named Executive Officers” below in this Proxy Statement). The survey data used covers companies with whom we compete for leadership talent. The Compensation Committee does not aim to target compensation levels within a particular range related to levels provided by industry peers, but uses these comparisons as one factor in determining the expected total value of annual base salary, annual incentive performance bonus (including the mandatory and optional program deferrals described in “Annual“Elements of Executive Compensation—Annual Incentive Performance Bonus” contained on page 18 ofbelow in this Proxy Statement) and other equity awards that fairly compensate executive officers when considered in combination.

Equity awards are a significant part of total compensation. Through our mandatory and optional deferral programs, as well as other equity grants discussed in “Equity“Elements of Executive Compensation—Other Equity Awards” on page 19 ofbelow in this Proxy Statement, restricted stock units comprise a significant portion of the total compensation package for the named executive officers named in the Summary Compensation Table set forth on page 23(see “Elements of Executive Compensation—Annual Incentive Bonus” and “Named Executive Officer Compensation” below in this Proxy Statement (the “namedfor a discussion of the mix of compensation between cash and equity in our company for our named executive officers”)officers). These restricted stock units are generally granted at the time annual incentive performance bonuses are paid.

As a means to align the interests of the named executive officers with those of our other shareholders, we believe that the grant of restricted stock units encourages our employees to develop and lead our business and remain long-term employees. The restricted stock units generally vest over three to five years and are conditioned on continuous employment.employment to serve as a retention incentive.

Employees are provided with opportunities to own our common stock. We provide employees at all levelsof our employees with various ways to become owners of our company. Since our initial public offering in 2004, we have granted

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restricted stock unit grants to broad segments of employees. Further, our mandatory and optional deferral programs (in which we match a portion of the deferred amount in additional restricted stock units) have provided a means for employees to become shareholders of our company. Lastly, employees may purchase shares of our common stock at a 15% discount through our Employee Stock Purchase Plan.

Elements of Executive Compensation

The three primary components of our executive compensation programs are annual base salary, annual incentive performance bonuses (including mandatory and optional program deferrals) and other equity awards.

Annual base salary.Base salaries are set at levels that are competitive with similar positions at other comparable asset management companies (the group of comparable asset management companies is described in “Named Executive Officer Compensation” below in this Proxy Statement). Consistent with practices generally applied in the asset management industry, the Compensation Committee sets base salaries for named executive officers at levels that constitute a relatively low percentage of their total compensation. This approach is consistent with the principle of linking compensation to performance since it results in most of an executive’s compensation being paid through more variable incentive awards.

While we review base salary surveys annually, base salaries for those at executive levels are generally adjusted less frequently. Adjustments, if any, at the senior leadership level are made to recognize significant expansion of an individual’s role, outstanding and sustained individual performance, or if competitive market data indicate a significant deviation from the market.

Annual incentive performance bonus.The Compensation Committee grants annual incentive performance bonuses to our named executive officers under our Amended and Restated Annual Incentive Plan. Annual incentive performance bonuses are designed to provide a linkage among employee performance, our annual performance and long-term increases in shareholder value. Because incentive compensation awards are generally tied to performance, they will usually constitute the largest portion of annual compensation paid to the named executive officers.

Early each year, the Compensation Committee, with input from senior management, reviews the general performance criteria for our company and our named executive officers. Such criteria may include our company’s net income, revenues, assets under management and inflows and such other subjective matters as determined by the Compensation Committee. Further, the Compensation Committee determines the maximum annual incentive performance bonus for each of the named executive officers (for a further discussion of the performance criteria, see “Named Executive Officer Compensation” below in this Proxy Statement).

The maximum annual incentive performance bonuses are expressed as a percentage of our adjusted pre-tax profit. Adjusted pre-tax profit means our pre-incentive and pre-tax income, excluding extraordinary items or variances. The maximum annual incentive performance bonus amount that each named executive officer is eligible to receive is not an expectation of actual annual incentive performance bonus amounts that will be paid to the named executive officers, but a cap on the range of compensation that the named executive officer may be paid while maintaining the tax deductibility of the bonus as “performance-based” compensation for purposes of Section 162(m) of the Internal Revenue Code. The Compensation Committee typically approves annual incentive performance bonuses to the named executive officers that are less than the maximum percentages allocated to the named executive officers. The Compensation Committee believes that this bonus structure is in the best interests of shareholders because it enables the most prudent use of our assets by ensuring the deductibility of performance-based compensation while allowing the Compensation Committee to appropriately compensate the named executive officers based on the performance of the company and the individual.

At the end of each year, the Compensation Committee approves a specific annual incentive performance bonus amount to each named executive officer. The Compensation Committee’s 2008 annual incentive performance bonus amounts for our named executive officers are discussed below under the heading “Named Executive Officer Compensation.” The Compensation Committee does not rely on predetermined formulas, weighted factors, specific benchmark percentiles or a limited set of criteria in making this decision. In determining the actual annual incentive performance bonus payable to a named executive officer, the

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Compensation Committee considers the overall performance of the company and the individual, market survey analysis provided by McLagan for comparable public and private asset management firms to obtain a general understanding of current comparable compensation practices (see “Compensation Consultant” below in this Proxy Statement), recommendations of our co-chief executive officers for the other named executive officers, historical compensation levels for each named executive officer, overall effectiveness of the executive compensation program and other subjective factors as the Compensation Committee deems relevant.

Annual incentive performance bonuses are generally paid in January of the year following the fiscal year performance period and are composed generally of cash and restricted stock units granted in lieu of cash, and mandatory and optional deferrals pursuant to our Mandatory Stock Bonus Program and Optional Stock Purchase Program under our Amended and Restated Stock Incentive Plan.

Mandatory Stock Bonus Program. In order to retain our executive officers and promote stock ownership, our policy is to mandatorily defer a meaningful portion of their total compensation package into restricted stock units pursuant to our Mandatory Stock Bonus Program under our Amended and Restated Stock Incentive Plan. Under the terms of our Mandatory Stock Bonus Program, we will match a portion of the mandatorily deferred amount in additional restricted stock units. Any dividends paid by us on our common stock will be reflected in additional restricted stock units on such deferred and company matching contribution amounts. The deferred amount and our matching contribution vest ratably over four years, and all accrued dividends vest on the fourth anniversary of the grant. Mr. Cohen and Mr. Steers did not participate in the Mandatory Stock Bonus Program in 2008 since they did not receive a 2008 annual incentive performance bonus. For the amounts deferred under the Mandatory Stock Bonus Program for the other named executive officers, see the table contained on page 21.

Optional Stock Purchase Program. Our policy is to allow all of our employees to voluntarily defer a portion of their annual incentive performance bonus into restricted stock units pursuant to our Optional Stock Purchase Program under our Amended and Restated Stock Incentive Plan. Under the terms of our Optional Stock Purchase Program, we will match a portion of the optional deferred amount in additional restricted stock units. Any dividends paid by us on our common stock will be reflected in additional restricted stock units on such deferred and company matching contribution amounts. Pursuant to the terms of our Optional Stock Purchase Program, the voluntarily deferred amounts are immediately vested (but delivered on the third anniversary of grant) and the matching contributions and accrued dividends vest and are delivered on the third anniversary of the grant. Mr. Cohen and Mr. Steers did not participate in the Optional Stock Purchase Program in 2008 since they did not receive a 2008 annual incentive performance bonus. For the amounts deferred under the Optional Stock Purchase Program for the other named executive officers, see the table contained on page 21.

Other equity awards. The grant of equity awards is consistent with our pay at-risk philosophy, as the equity awards are generally conditioned on continued employment. In granting equity awards, the Compensation Committee’s objective is also to provide named executive officers with long-term incentive award opportunities that are consistent with awards made by companies in our industry and based on each named executive officer’s individual performance. Currently, we can provide named executive officers with restricted stock units that generally vest over five years, which are granted pursuant to our Amended and Restated Stock Incentive Plan. No dividends are paid on such restricted stock units.

Other compensation.Our named executive officers are generally eligible to participate, on an elective basis, in two other compensation plans that are generally available to all employees.

Employee Stock Purchase Plan.The purpose of the Employee Stock Purchase Plan is to encourage and enable eligible employees to purchase our stock at a discounted rate, thereby keeping the employees’ interests aligned with the interests of the shareholders. All named executive officers (except Mr. Cohen and Mr. Steers, who are not eligible to participate) may participate in this plan on the same basis as all other eligible employees. Eligible employees may elect to contribute on an after-tax basis between 1% and 10% of their annual salary and incentive performance bonus to purchase our common stock; provided, however, that an employee may not contribute more than $25,000 to the plan under Internal Revenue Service restrictions. Shares are purchased at a 15% discount from the fair market value of our common stock on the last day of each of the four quarterly offering periods.

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401(k) Savings Plan. We offer a tax-qualified 401(k) plan to all eligible employees. Employees may elect to contribute on a pre-tax basis between 1% and 100% of their annual pay into the 401(k) plan, up to the annual Internal Revenue Service maximum. We match 50% of employee contributions in cash in order to encourage employee participation and such matching contribution vests over a five year period.

Benefits and Perquisites

Our practice is to provide benefits and perquisites to executive officers that are the same as those offered to all of our other employees.

Compensation Consultant

The Compensation Committee has sole discretion to retain and terminate compensation consultant(s) to assist in the evaluation of the compensation of our executive officers. In 2006,2008, the Compensation Committee retained McLagan Partners, Inc. (“McLagan”) as its independent compensation consultant to advise it on all matters related to the senior executives’ compensation and our general compensation programs. McLagan advises the Compensation Committee in determining annual base salaries and annual incentive performance bonuses for senior executives and designing and determining individual restricted stock unit grant levels. McLagan also assists the Compensation Committee by providing comparative market data on compensation practices and programs based on an analysis of peer competitors and provides guidance on industry trends and best practices.

ElementsRole of Management

Our senior management, under the leadership of our co-chief executive officers, plays an important role in establishing and maintaining our compensation programs. Senior management’s role includes recommending compensation plans and programs to the Compensation Committee, implementing the Compensation Committee’s decisions regarding the plans and programs and assisting and supporting the Compensation Committee in carrying out its duties.

Our co-chief executive officers regularly attend Compensation Committee meetings and provide information as to the individual performance of the other named executive officers and make annual recommendations to the Compensation Committee of appropriate compensation levels for all named executive officers other than themselves.

Named Executive Officer Compensation

Co-Chief Executive Officers.The three primary componentsCompensation Committee established a 2008 base salary of $750,000 for each of Mr. Cohen and Mr. Steers.

On February 27, 2008, the Compensation Committee met and reviewed the general performance criteria for our company and for each of Mr. Cohen and Mr. Steers. At that meeting, the Compensation Committee also determined that the maximum annual incentive performance bonus for each of Mr. Cohen and Mr. Steers would be no more than 4.5% of our executive compensation programs are annual base salary,2008 adjusted pre-tax profit, subject to the $10 million maximum payment amount set forth in the Amended and Restated Annual Incentive Plan. As previously discussed, in establishing this percentage, the Compensation Committee expected that their actual award for the fiscal year would be less than this maximum percentage.

On January 21, 2009, at the request of Mr. Cohen and Mr. Steers, the Compensation Committee met and determined not to award 2008 annual incentive performance bonuses (including mandatoryto Mr. Cohen or Mr. Steers. This decision was not based on the individual performance of Mr. Cohen and optional program deferrals)Mr. Steers. In fact, Mr. Cohen and other equity awards.

Annual base salary.Base salaries are set at levelsMr. Steers were deemed to be successful in 2008 in delivering value to the company in areas that are competitive with similar positions at other comparablewere under their control, including the continued successful globalization and diversification of our product offerings and capabilities (which included new global real estate long-short and multimanager capabilities), and build-out of our organizational structure. The decision was based on the negative market conditions faced by our company and the entire asset management companies. (The groupindustry in 2008, and the dramatic effect of comparable asset management companies is described in “Fiscal Year 2006 Decisions” containedthose unprecedented challenges on page 20 of this Proxy Statement.) While we conduct surveys annually, salaries for those at executive levels are generally adjusted less frequently. Adjustments at the senior leadership level are made to recognize significant expansion of an individual’s role, outstanding and sustained individualoverall financial performance or if competitive market data indicate a significant deviation from the market. The base salaries paid to the named executive officers during fiscal year 2006 are shown in the Summary Compensation Table.

Annual incentive performance bonus.Annual incentive performance bonuses are designed to provide a linkage among executive performance, our annual performance and long-term increases in shareholder value. Annual incentive performance bonuses are generally granted in the year following the fiscal year performance period and are comprised generally of cash and mandatory and optional deferrals granted pursuant to our Mandatory Stock Bonus Program or Optional Stock Purchase Program.

Mandatory Stock Bonus Program. In order to retain our executive officers and promote stock ownership, a significant portion of the total compensation granted to the named executive officers is mandatorily deferred into restricted stock units pursuant to our Mandatory Stock Bonus Program under our Stock Incentive Plan. Under thecompany.

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terms of our Mandatory Stock Bonus Program, we match a portion ofThe table below sets forth 2008 total compensation approved by the mandatorily deferred amount in additional restricted stock units. Any dividends paid by us on our common stock will be accrued in additional restricted stock units on such deferred and company match amounts. The deferred amount and our match vest ratably over four years, and all accrued dividends cliff vest on the fourth anniversary of the grant. See footnote 6Compensation Committee for Mr. Cohen & Mr. Steers. Total compensation with respect to the “2006 Grants2007 and 2006 performance periods are included for comparative purposes.

Other Named Executive Officers.The Compensation Committee, based upon the recommendation of Plan Based Awards” table on page 24Mr. Cohen and Mr. Steers, approved 2008 base salaries of this Proxy Statement.$500,000 for Mr. Harvey and $300,000 for each of Mr. Stadler and Mr. Derechin. Annual base salaries for Messrs. Stadler and Derechin have not changed since 2005 and for Mr. Harvey since 2006. The Compensation Committee elected not to adjust their base salaries for 2008 because it decided that their current salaries remain reasonable and competitive.

Optional Stock Purchase Program. All employees may voluntarily defer a portionOn February 27, 2008, the Compensation Committee met and reviewed the general performance criteria for our company and for each of theirMessrs. Harvey, Stadler and Derechin. At that meeting, the Compensation Committee also determined that the maximum annual incentive performance bonus into restricted stock units pursuant to our Optional Stock Purchase Program under our Stock Incentive Plan. Under the terms of our Optional Stock Purchase Program, we match a portion of the optional deferred amount in additional restricted stock units. Any dividends paid by us on our common stock will be accrued in additional restricted stock units on such deferred and company match amounts. Pursuant to the terms of our Optional Stock Purchase Program, the voluntarily deferred amounts are immediately vested and the match and accrued dividends vest on the third anniversary of the grant. For fiscal year 2006,for each of Messrs. Cohen, Steers, Harvey, Stadler and Stadler elected to defer a portionDerechin would be no more than 3.5%, 2.5% and 2.5%, respectively, of their annual incentive performance bonus pursuant to our Optional Stock Purchase Program. See footnote 62008 adjusted pre-tax profit, each subject to the “2006 Grants of Plan Based Awards” table on page 24 of this Proxy Statement.

Equity awards. The grant of equity awards is consistent with our at-risk pay philosophy, as$10 million maximum payment amount set forth in the equity awards are generally conditioned on continued employment. In granting equity awards, the Compensation Committee’s objective is also to provide named executive officers with long-term incentive award opportunities that are consistent with awards made by companies in our industryAmended and based on each named executive officer’s individual performance.

Currently, we provide named executive officers with restricted stock units that generally vest over five years and these restricted stock units are granted pursuant to our StockRestated Annual Incentive Plan. The purposes of our Stock Incentive Plan are to attract, retain and motivate executives of outstanding ability and to align their interests with those of our shareholders. The Compensation Committee believes that our current long-term incentive programs are effective and that the use of restricted stock units is a competitive way to address the important issue of retaining key executive talent.

Employee Stock Purchase Plan

The purpose of the employee stock purchase plan is to encourage and enable eligible employees to purchase our stock at a discounted rate, thereby keeping the employees’ interests aligned with the interests of the shareholders. All named executive officers except Messrs. Cohen and Steers may participateAs previously discussed, in this plan on the same basis as all other eligible employees.

Eligible employees may elect to contribute on an after-tax basis between 1% and 10% of their annual pay to purchase our common stock; provided, however, that an employee may not contribute more than $25,000 to the plan under Internal Revenue Service restrictions. Shares are purchased at a 15% discount from the fair market value of our common stock on the last day of each of the four quarterly offering periods.

Benefits and Perquisites

Our practice is to provide benefits and perquisites to executive officers that are the same as those offered to all of our other employees.

Annual Incentive Performance Bonus Considerations

The annual incentive performance bonus process for named executive officers involves six basic steps:

(1) Reviewing our company’s performance goals.Early in each fiscal year,establishing these percentages, the Compensation Committee working with senior management, reviews performance goalsexpected that their actual awards for us. The goals established forthe fiscal year 2006 are discussed in “Fiscal Year 2006 Decisions” on page 20 ofwould be less than this Proxy Statement.maximum percentage.

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(2) Reviewing individual performance measures.Working with senior management,On January 21, 2009, the Compensation Committee reviews individual performance measures for each named executive officer. These measures allow the Compensation Committee to play a more active role in identifying performance objectives beyond purely financial measures, including, for example, exceptional performance of each individual’s functional responsibilities as well as leadership, creativitymet and innovation, collaboration, diversity initiatives, growth initiatives and other activities that are critical to driving long-term value for shareholders.

(3) Measuring company and individual performance.At or shortly after the end of the fiscal year, the Compensation Committee reviews our actual performance against each of the performance goals established for us at the outset of the year. Further, the Compensation Committee reviews the individual performance of each of the named executive officers (based in part on the assessment of the co-chief executive officers for officers other than themselves) and assesses that performance against the individual goals set at the beginning of the year. This assessment allows annual incentive performance bonus decisions to take into account each named executive officer’s personal performance and contribution during the year.

(4) Measuring executive compensation to peer group compensation.Before finalizing annual incentive performance bonuses, the Compensation Committee, with assistance from McLagan, considers external market data as one of several reference points in reviewing and establishing individual pay components and total compensation and ensuring that our executive compensation is competitive. However, this peer group compensation analysis is not in itself determinative of the named executive officers’ compensation, but is one of the factors used by the Compensation Committee in determining executive compensation.

(5) Review of compensation and benefits ratio.With assistance from management and McLagan, the Compensation Committee reviews our compensation and benefits ratio (the ratio of compensation and other benefits provided to our employees expressed as a percentage of revenues) and compares it against our industry peers. For 2006, our compensation and benefits ratio was 28.8%, which compared favorably with our industry peers. The Compensation Committee does not use this compensation and benefits ratio as a cap on compensation, but it is a guide to make sure that our compensation programs are competitive with our industry peers.

(6) Setting and/or approving the annual incentive performance bonus and the following year’s annual base salary.Taking into account the factors set forth in Steps 3 and 4, at the end of each fiscal year the Compensation Committee will meet once again to set the annual incentive performance bonus amount that may be granted to the co-chief executive officers and approve the annual incentive performance bonus amount that may be granted to the remaining named executive officers. At this time the Compensation Committee will also approve the annual base salary for the named executive officers for the following fiscal year.

Fiscal Year 2006 Annual Incentive Performance Bonus Decisions

On December 18, 2006 and January 14, 2007, the Compensation Committee took the actions necessary to arrive atapproved the actual amount of the annual incentive performance bonus for each of the named executive officers. As part of this process,Messrs. Harvey, Stadler and Derechin. In approving these awards, the Compensation Committee reviewed and, withconsidered the assistancerecommendations of the co-chief executive officers, (for named executive officers other than themselves), assessed ourthe company’s and each named executive officer’s performance against the goals reviewed in February 16, 2006. Our company’s goals consisted of financial goals (targetnet income, revenues, assets under management net asset flows, revenue, pre-tax net income, earnings per share, and compositeinflows, the historical annual incentive performance awards of each executive officer and other subjective factors about each executive officer including the responsibilities of the portfolios we manage)officer, the co-chief executive officers’ views as to the individual performance by the named executive officer during the fiscal year, and strategic goals (continued globalizationthe co-chief executive officers’ views of product offerings, build-outthe initiative, business judgment and management skills of our organizational structure, maintaining our record of strong performance, focusing on organic growth of assets under management). Individual performance goals were developed by management based on expectations for each executive.the named executive officer.

In order to ensure that our executive compensation programs were competitive, with the assistance of McLagan, the Compensation Committee benchmarkedconsidered advice from McLagan with respect to a comparison of our other named executive officers’ compensation against those of fourteentwelve publicly traded asset management companies (Affiliated Managers Group, Inc.; Alliance Capital Management Holding; AMVESCAP, PLC; BlackRock, Inc.; Calamos Asset Management, Inc.; Eaton Vance Corp.; Federated Investors, Inc.; Franklin Resources, Inc.; GAMCO Investors, Inc.; Janus Capital Group, Inc.; Legg Mason, Inc.; Nuveen Investments, Inc.; Putnam Investments Co.; and T. Rowe Price Group, Inc.; and Waddell & Reed Investment Management Co.). TheHowever, due to our relatively smaller size compared to these companies, the Compensation Committee however, does not believe that it is appropriate to benchmarkcompare compensation levels based solely on

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these twelve publicly traded peers, sopeers. Therefore, the Compensation Committee also reviewed compensation information obtained from a McLagan surveys. These surveys provided more detailed analysis of executive officer compensation in thesurvey that contained forty-eight asset management industry.firms of similar size (Aberdeen Asset Management, Inc.; Arrowstreet Capital, L.P.; AXA Rosenberg Investment Management; Baron Capital Group & Subsidiaries, Inc.; Batterymarch Financial Management, Inc.; Bessemer Trust Company; The Boston Company Asset Management, LLC; Brandywine Global Investment Management, LLC; Brown Brothers Harriman & Co.; Calamos Asset Management, Inc.; Declaration Management & Research LLC; DuPont Capital Management; Dwight Asset Management Company; Fischer, Francis Trees & Watts, Inc.; Fisher Investments; Fortis Investment Management USA, Inc.; Franklin Portfolio Associates; Fred Alger & Company, Incorporated; Glenmede Trust Company; Government of Singapore Investment Corporation Inc.; Harris Associates, L.P.; Harvard Management Company, Inc.; Heitman LLC; INTECH; J & W Seligman & Co. Incorporated; Jacobs

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Levy Equity Management, Inc.; John Hancock Funds; Munder Capital Management; NFJ Investment Group L.P.; Numeric Investors LLC; NWQ Investment Management Company, LLC; Oppenheimer Capital LLC; PanAgora Asset Management, Inc.; Phoenix Companies, Inc.; ProFund Advisors LLC; Pzena Investment Management, LLC; RCM Capital Management LLC; Reich & Tang Asset Management; RS Investment Management Co. LLC; Rydex Investments; Sands Capital Management, LLC; Schroder Investment Management N. A. Inc.; Smith Breeden Associates, Inc.; Tradewinds Global Investors, LLC; Trilogy Global Advisors, LLC; Voyageur Asset Management; Waddell & Reed Investment Management Co.; and William Blair & Company, L.L.C.).

As was the case with the annual incentive performance bonuses for Mr. Cohen and Mr. Steers, due to the negative market conditions faced by our company and the entire asset management industry in 2008, the annual incentive performance bonuses paid to the other named executive officers in 2008 were reduced sharply from 2007 levels. However, the decision to pay significantly lower annual incentive performance bonuses to our other named executive officers was not due to their individual performance, but rather on the dramatic effect of the negative market conditions on the overall financial performance of the company.

Taking all of these factors into account, the Compensation Committee approved 2008 total compensation for each of Messrs. Harvey, Stadler and Derechin as set forth below. Total compensation with respect to the 2007 and 2006 performance periods for Mr. Harvey and Mr. Stadler are included for comparative purposes.

As set out above, with respect to the annual incentive performance bonus for the co-chief executive officers and approved the recommended annual incentive performance bonus for the remainingbonuses paid to our named executive officers all aswe maintain a market-competitive mix of cash and restricted stock units that vest and are delivered over three to five years such that restricted stock units, which are generally conditioned on continued employment, comprise a meaningful portion of the total compensation package for the named executive officers. These restricted stock units are used to align the interests of the named executive officers with those of our shareholders. These service based restricted stock unit awards help us retain talent and foster the ongoing engagement of our executive team.

The restricted stock unit amounts set forthout above for the 2008 performance period were actually granted in January 2009 and therefore, are not reflected in the Summary Compensation Table contained on page 23or the 2008 Grants of this Proxy StatementPlan-Based Awards table since they were not granted in 2008 nor included in compensation expense in 2008.

Termination and Change in Control Arrangements

Under the terms of the restricted stock unit award agreements made pursuant to our Amended and Restated Stock Incentive Plan, all employees who receive restricted stock unit awards are entitled to the immediate vesting of their restricted stock units if their employment is terminated by us without “cause” or by the employee for “good reason” (each as defined under the Amended and Restated Stock Incentive Plan) within the two year period following a change in control of the company. This “double trigger” provision is designed to address our employees’ concerns regarding a change in the column headed “Non-Equity Incentive Plan Compensation” for eachmajority ownership of our company from Mr. Cohen and Mr. Steers.

In addition, pursuant to the named executive officers under the Cohen & Steers, Inc. 2004 Annual Incentive Plan (the “Annual Incentive Plan”).

Co-Chief Executive Officer Compensation

We have entered into identicalterms of their employment agreements, with our co-chief executive officers are entitled to payments and benefits upon the occurrence of specified events, including termination of employment

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(with and without cause). The specific terms of our co-chief executive officers’ employment agreements are described in detail in “Employment Agreements with Martin Cohen and Robert H. Steers. EachSteers” below in this Proxy Statement. The terms of the employment agreement providesagreements were set through the course of arms-length negotiations with each of our co-chief executive officers at the time of our initial public offering in 2004. As part of these negotiations, the company analyzed the terms of the same or similar arrangements for an annual base salary of $500,000comparable executives employed by comparable companies and an annual incentive performance bonus payment of at least $1,000,000, but no more than $5,000,000, as determinedthis approach was used by the Compensation Committee.

The Compensation Committee set Mr. Cohen’scompany in setting the amounts payable and Mr. Steers’ compensation package for 2006, which included an annual base salary and an annual incentive performance bonus. The Compensation Committee’s decisions regarding Mr. Cohen’s and Mr. Steers’ compensation are reported to and discussed by the full Board of Directors at its next regularly scheduled meeting.

The Compensation Committee set an annual base salary in the amount of $500,000 and an annual incentive performance bonustriggering events under the Annual Incentive Plan of $1,500,000 to each of Mr. Cohen and Mr. Steers. No portionarrangements.

An estimate of the annual incentive performance bonus was paid in cash. Instead, the annual incentive performance bonus was awarded to each of them in the form of restricted stock units as follows: $1,300,000 was mandatorily deferred by us pursuantcompensation that would have been payable to our Mandatory Stock Bonus Program and $200,000 was voluntarily deferred bynamed executive officers upon the executives pursuant to our Optional Stock Purchase Program. The Compensation Committee also approved a $325,000 company matchoccurrence of restricted stock units on the mandatory deferral and a $50,000 company matchabove termination events, as if each termination event occurred as of restricted stock units on the optional deferral.fiscal year-end, is described in detail in “Potential Payments Upon Termination or Change in Control” below in this Proxy Statement.

Compliance with Section 162(m)

In order for annual incentive performance bonuses granted to named executive officers subject to Section 162(m) to be tax-deductible by us, the specified performance targets set for each fiscal year under our Annual Incentive Plan must also be met. For fiscal year 2006 the performance criterion was “adjusted pre-tax profit.” Adjusted pre-tax profit means our pre-incentive and pre-tax income, excluding extraordinary items or variances.

Early in each fiscal year, the Compensation Committee determines the maximum annual incentive performance bonus for each of the named executive officers. These maximum annual incentive performance bonuses are expressed as a percentage of our adjusted pre-tax profit.Internal Revenue Code

At the end of each fiscal year, the Compensation Committee may exercise its discretion to adjust a named executive officer’s award based on various factors. The Compensation Committee used its discretion to set and/or approve the annual incentive performance bonus set forth in the Summary Compensation Table contained on page 23 of this Proxy Statement for each of the named executive officers. None of the actual annual incentive performance bonuses equaled or exceeded the maximum amounts set in the beginning of the year by the Compensation Committee.

Tax policy.Section 162(m) of the Internal Revenue Code disallows a federal income tax deduction for compensation exceeding $1 million$1,000,000 paid to the named executive officers, subject to certain exceptions.

Pursuant to transitional rules set forth in the regulations under Section 162(m) of the Code, the $1 million deduction limit did not apply to theofficers. However, compensation that is “performance based” (that is, compensation that is paid to the named executive officers in 2006 pursuant to pre-established objective performance goals that are based on criteria approved by the shareholders and that is determined and administered by the Compensation Committee) is excluded from this $1,000,000 limitation and is deductible.

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terms of our Annual Incentive Plan and our Stock Incentive Plan and are not expected to apply to the compensation paid to the named executive officers in 2007 pursuant to such plans. Accordingly, all such compensation paid prior to such time should be deductible by us.

Further, ourOur compensation plans are structured so that all amounts paid under those plans should generally be fully deductible. To this end, the Compensation Committee annually establishes performance criteria in an effort to ensure deductibility of the awards made under the Amended and Restated Annual Incentive Plan and our Amended and Restated Stock Incentive Plan. Accordingly, all such compensation paid in 2008 should be deductible by us. However, based on the complexity of our business, the rapidly changing nature of the industry, as well as the continued competitive market for outstanding leadership talent, we believe it may be appropriate and competitive from time to time to consider certain compensation even though it ismay not be fully tax-deductible.

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Summary Compensation Table

The following summary compensation table sets forth information concerning the total compensation, during 2008, 2007 and 2006, of our co-chief executive officers, our chief financial officer and the next two most highly compensated executive officers.

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20062008 Grants of Plan-Based Awards

The following table discloses the actual number of vested and unvested restricted stock units granted in 20062008 to our named executive officers and the grant date fair value of these awards.

The Compensation Committee acted to award year-end equity based awards for the 20052007 performance period at its regularly scheduled meeting on January 5, 2006,December 18, 2007, with the grants becoming effective on January 27, 2006.25, 2008. The average of the high and low price of our common stock on January 27, 200625, 2008 was used to determine the number of restricted stock units to be granted.

Also includes 9,28134,357 restricted stock units from our mandatory deferral of a portion of the executive’s 20052007 annual incentive performance bonus, plus 2,3208,589 restricted stock units granted to the executive as a company match on his mandatory deferral. These restricted stock units will vest one-fourth ratably on the last business day of each of January 27, 2009.2009, 2010, 2011 and 2012. Any dividends paid by us on our common stock will be accrued in additional restricted stock units on such mandatorily deferred and company match amounts and will also be delivered on the last business day of January 27, 2009.2012. Payment of these mandatorily deferred amounts is contingent on continued employment.

Also includes 15,46919,996 vested restricted stock units from the optional deferral by the executive of a portion of his 20052007 annual incentive performance bonus, plus 3,8674,999 restricted stock units granted to him as a company match on his optional bonus deferral. Any dividends paid by us on our common stock will be accrued in additional restricted stock units on such voluntarily deferred and company match amounts. These restricted stock units will be delivered on the last business day of January 27, 2009,2011, subject, in the case of the company match and the dividends, to continued employment.

Also includes 5,095 restricted stock units from our mandatory deferral of a portion of the executive’s 2005 annual incentive performance bonus, plus 1,273 restricted stock units granted to the executive as a company match on his mandatory deferral. These restricted stock units will vest on January 27, 2009. Any dividends paid by us on our common stock will be accrued in additional restricted stock units on such mandatorily deferred and company match amounts and will also be delivered on January 27, 2009. Payment of these deferred amounts is contingent on continued employment.

Also includes 8,49311,816 vested restricted stock units from the optional deferral by the executive of a portion of his 20052007 annual incentive performance bonus, plus 2,1232,954 restricted stock units granted to him as a company match on his optional bonus deferral. Any dividends paid by us on our common stock will be accrued in additional restricted stock units on such voluntarily deferred and company match amounts. These restricted stock units will be delivered on the last business day of January 27, 2009,2011, subject, in the case of the company match and the dividends, to continued employment.

Also includes 9,591 restricted stock units from our mandatory deferral of a portion of the executive’s 2005 annual incentive performance bonus, plus 2,397 restricted stock units granted to the executive as a company match on his mandatory deferral. These restricted stock units will vest on January 27, 2009. Any dividends paid by us on our common stock will be accrued in additional restricted stock units on such mandatorily deferred and company match amounts and will also be delivered on January 27, 2009. Payment of these mandatorily deferred amounts is contingent on continued employment.

Also includes 6,3949,089 vested restricted stock units from the optional deferral by the executive of a portion of his 20052007 annual incentive performance bonus, plus 1,5982,272 restricted stock units granted to him as a company match on his optional bonus deferral. Any dividends paid by us on our common stock will be accrued in additional restricted stock units on such voluntarily deferred and company match amounts. These restricted stock units will be delivered on the last business day of January 27, 2009,2011, subject, in the case of the company match and the dividends, to continued employment.

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20062008 Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information regarding unvested restricted stock units for the named executive officers as of December 31, 2006.2008.

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20062008 Option Exercises and Stock Vested

The following table sets forth certain information regarding restricted stock units that vested in 20062008 for the named executive officers.

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Potential Payments Upon Termination or Change in Control

We have entered into certain agreements and maintain certain plans that will require us to provide compensation to our named executive officers in the event of a termination of employment. The amount of compensation payable to each named executive officer in each situation is listed in the tables below.

Martin Cohen. The following table describes the potential payments upon termination for Martin Cohen, our co-chairman and co-chief executive officer.

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Robert H. Steers. The following table describes the potential payments upon termination for Robert H. Steers, our co-chairman and co-chief executive officer.

Joseph M. Harvey. The following table describes the potential payments upon termination for Joseph M. Harvey, our president.