EX-99.CODE ETH
Exhibit 10(a)(1)
Code of Ethics for Principal Executive
and Principal Financial Officers
Cohen & Steers Funds
Code of Ethics
for Principal Executive and Principal Financial Officers
(Adopted as of February 5, 2004)
I. Covered Officers/Purpose of the Code
This code of ethics (the "Code") for each of the registered investment
companies managed by Cohen & Steers Capital Management, Inc. ("C&S")
(collectively, "Funds" and each a "Fund") applies to each Fund's Principal
Executive Officer and Principal Financial Officer (the "Covered Officers" each
of whom is set forth in Exhibit A) for the purpose of promoting:
o honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o full, fair, accurate, timely and understandable disclosure in reports
and documents that a registrant files with, or submits to, the
Securities and Exchange Commission ("SEC") and in other public
communications made by a Fund;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
o accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics
and should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.
Covered Officers Should Handle Ethically Actual and Apparent Conflicts of
Interest
A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his service to, a Fund. For
example, a conflict of interest would arise if a Covered Officer, or a member of
his family, receives improper personal benefits as a result of his position with
the Fund.
Certain conflicts of interest arise out of the relationships between
Covered Officers and a Fund and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 ("Investment Company Act") and
the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example,
Covered Officers may not individually engage in certain
transactions (such as the purchase or sale of securities or other property) with
a Fund because of their status as "affiliated persons" of the Fund. The Funds'
and C&S's compliance programs and procedures are designed to prevent, or
identify and correct, violations of these provisions. This Code does not, and is
not intended to, repeat or replace these programs and procedures, and such
conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between a Fund and C&S of which the Covered Officers are also officers or
employees. As a result, this Code recognizes that the Covered Officers will, in
the normal course of their duties (whether formally for a Fund or for C&S, or
for both), be involved in establishing policies and implementing decisions that
will have different effects on C&S and the Fund. The participation of the
Covered Officers in such activities is inherent in the contractual relationship
between a Fund and C&S and is consistent with the performance by the Covered
Officers of their duties as Officers of the Fund. Thus, if performed in
conformity with the provisions of the Investment Company Act and the Investment
Advisers Act, such activities will be deemed to have been handled ethically. In
addition, it is recognized that the Covered Officers may also be officers or
employees of one or more other investment companies covered by this or other
codes.
Other conflicts of interest are covered by the Code, even if such conflicts
of interest are not subject to provisions in the Investment Company Act and the
Investment Advisers Act. The following list provides examples of conflicts of
interest under the Code, but Covered Officers should keep in mind that these
examples are not exhaustive. The overarching principle is that the personal
interest of a Covered Officer should not be placed improperly before the
interest of a Fund.
Each Covered Officer must:
o not use his personal influence or personal relationships improperly to
influence investment decisions or financial reporting by a Fund
whereby the Covered Officer would benefit personally to the detriment
of the Fund;
o not cause a Fund to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit of the Fund;
o report at least annually any business affiliations or other business
relationships (including those of immediate family members) that have
the potential to raise conflicts of interests.
There are some conflict of interest situations that should be approved by
C&S's General Counsel, if material:
o service as a director on the board of any public or private company;
o the receipt of any gifts of significant value or cost from any company
with which a Fund has current or prospective business dealings;
o the receipt of any entertainment from any company with which a Fund
has current or prospective business dealings unless such entertainment
is business-related, reasonable in
cost, appropriate as to time and place, and not so frequent nor so
extensive as to raise any question of impropriety;
o any ownership interest in, or any consulting or employment
relationship with, any of the Fund's non-public service providers,
other than C&S, Cohen & Steers Securities, LLC or any affiliated
person thereof;
o a direct or indirect financial interest in commissions, transaction
charges or spreads paid by a Fund for effecting portfolio transactions
or for selling or redeeming shares other than an interest arising from
the Covered Officer's employment, such as compensation or equity
ownership.
Disclosure and Compliance
o each Covered Officer should familiarize himself with the disclosure
requirements generally applicable to a Fund;
o each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about a Fund to others, whether within
or outside the Fund, including to the Fund's directors and auditors,
and to governmental regulators and self-regulatory organizations;
o each Covered Officer should, to the extent appropriate within his area
of responsibility, consult with other officers and employees of a Fund
and C&S with the goal of promoting full, fair, accurate, timely and
understandable disclosure in the reports and documents the Fund files
with, or submits to, the SEC and in other public communications made
by the Fund; and
o it is the responsibility of each Covered Officer to promote compliance
with the standards and restrictions imposed by applicable laws, rules
and regulations.
Reporting and Accountability
o upon adoption of the Code (or thereafter as applicable, upon becoming
a Covered Officer), affirm in writing to the Board that he has
received, read, and understands the Code;
o annually thereafter affirm to the Board that he has complied with the
requirements of the Code;
o not retaliate against any other Covered Officer or any employee of the
Funds or their affiliated persons for reports of potential violations
that are made in good faith; and
o notify C&S's General Counsel promptly if he knows of any violation of
this Code. Failure to do so is itself a violation of this Code.
C&S's General Counsel (or his designee) is responsible for applying this
Code to specific situations in which questions are presented under it and has
the authority to interpret this Code in
any
particular situation.(1) However, any approvals or waivers granted to the
Covered Officer will be promptly reported to the appropriate Fund's Board at
its next regular meeting.
The following procedures will be followed in investigating and
enforcing this Code:
o C&S's General Counsel (or his designee) will take all appropriate
action to investigate any potential violations reported to him;
o if, after such investigation, C&S's General Counsel believes that no
violation has occurred, he is not required to take any further
action;.
o any matter that the General Counsel believes is a violation will be
reported to the appropriate Board;
o if the appropriate Board concurs that a violation has occurred, it
will consider appropriate action, which may include review of, and
appropriate modifications to, applicable policies and procedures;
notification to appropriate personnel of C&S or its board; or a
recommendation to dismiss the Covered Officer; and
o any changes to or waivers of this Code will, to the extent required,
be disclosed as provided by SEC rules.
Other Policies and Procedures
This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Funds, C&S, Cohen & Steers Securities, LLC or
other service providers or any of their affiliates govern or purport to govern
the behavior or activities of the Covered Officers who are subject to this Code,
they are superseded by this Code to the extent that they overlap or conflict
with the provisions of this Code. The Funds', C&S's and Cohen & Steers
Securities, LLC's and their affiliates' codes of ethics under Rule 17j-1 under
the Investment Company Act and any other policies and procedures of such
entities are separate requirements applying to the Covered Officers and others,
and are not part of this Code.
Amendments
Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of the Board of each Fund, including a
majority of the independent directors.
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(1) The General Counsel (or his designee) is authorized to consult, as
appropriate, with counsel to the Funds and the Independent Directors, and
is encouraged to do so.
Confidentiality
All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters
shall not be disclosed to anyone other than the appropriate Fund's Board and its
counsel, members of C&S's Board of Directors and members of C&S's Legal
Department.
Internal Use
This Code is intended solely for the internal use by the Funds and does
not constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion.
Exhibit A
Persons Covered by this Code of Ethics
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Principal Executive Officer - Robert H. Steers
Principal Financial Officer - Martin Cohen