10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008

OR

¨    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM            TO            

Commission File Number: 001-32236

COHEN & STEERS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	14-1904657 (I.R.S. Employer Identification No.)
280 Park Avenue New York, NY (Address of Principal Executive Offices)	10017 (Zip Code)

(212) 832-3232

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer  ¨	Accelerated Filer  x
Non-Accelerated Filer  ¨ (Do not check if a smaller reporting company)	Smaller Reporting Company  ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)  Yes  ¨    No  x

The number of shares of the Registrant’s common stock, par value $0.01 per share, outstanding as of August 7, 2008 was 41,552,025.

COHEN & STEERS, INC. AND SUBSIDIARIES

FORM 10-Q

INDEX

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Consolidated Statements of Financial Condition (Unaudited) as of June 30, 2008 and December 31, 2007	1
	Condensed Consolidated Statements of Operations (Unaudited) For The Three and Six Months Ended June 30, 2008 and 2007	2
	Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) For The Six Months Ended June 30, 2008	3
	Condensed Consolidated Statements of Cash Flows (Unaudited) For The Six Months Ended June 30, 2008 and 2007	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	25
PART II.	OTHER INFORMATION
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 4.	Submission of Matters to a Vote of Security Holders	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
SIGNATURE		28
Items other than those listed above have been omitted because they are not applicable.

Forward-Looking Statements

This report and other documents filed by us contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative versions of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties.

Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, those described in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2007, which is accessible on the Securities and Exchange Commissions Web site at http://www.sec.gov and on our Web site at www.cohenandsteers.com. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

i

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)

(in thousands, except share data)	June 30, 2008			December 31, 2007
ASSETS
Cash and cash equivalents	$	109,954		$	136,971
Securities owned		15,402			—
Investments, available-for-sale		75,088			93,703
Accounts receivable		26,839			30,112
Due from broker		10,956			—
Income tax receivable		14,701			2,311
Property and equipment—net		15,569			12,226
Deferred commissions—net		1,850			4,101
Goodwill		22,498			21,450
Intangible assets—net		5,812			6,340
Deferred income tax asset—net		12,364			20,412
Other assets		4,873			4,619
Total assets	$	315,906		$	332,245
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accrued compensation	$	10,121		$	31,343
Securities sold but not yet purchased		8,872			—
Income tax payable		3,901			3,096
Deferred rent		3,199			3,369
Other liabilities and accrued expenses		12,303			12,522
Total liabilities		38,396			50,330
Stockholders’ equity:
Common stock, $0.01 par value; 500,000,000 shares authorized; 43,806,619 and 41,142,827 shares issued and outstanding at June 30, 2008 and December 31, 2007, respectively		438			411
Additional paid-in capital		332,520			310,459
Retained earnings		27,239			19,567
Accumulated other comprehensive loss, net of taxes		(7,499	)		(3,581	)
Less: Treasury stock, at cost, 2,265,595 and 1,153,998 shares at June 30, 2008 and December 31, 2007, respectively		(75,188	)		(44,941	)
Total stockholders’ equity		277,510			281,915
Total liabilities and stockholders’ equity	$	315,906		$	332,245

See notes to condensed consolidated financial statements

1

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except per share data)	2008			2007			2008			2007
Revenue:
Investment advisory and administration fees	$	47,901		$	56,186		$	94,544		$	108,342
Distribution and service fees		5,202			7,746			10,576			14,126
Portfolio consulting and other		1,307			2,425			2,877			4,910
Investment banking fees		840			2,930			891			18,676
Total revenue		55,250			69,287			108,888			146,054
Expenses:
Employee compensation and benefits		17,957			20,094			35,389			42,356
Distribution and service fees		6,744			9,297			13,366			18,564
General and administrative		8,283			8,146			16,314			15,417
Depreciation and amortization		839			1,731			1,945			3,402
Amortization, deferred commissions		1,017			2,755			3,013			4,825
Total expenses		34,840			42,023			70,027			84,564
Operating income		20,410			27,264			38,861			61,490
Non-operating income:
Interest and dividend income		1,709			2,043			3,496			3,700
(Loss) gain from marketable securities—net		(364	)		716			(308	)		911
Loss from sale of property and equipment—net		—			(2	)		—			(2	)
Foreign currency gain (loss)—net		145			1			500			(75	)
Total non-operating income		1,490			2,758			3,688			4,534
Income before provision for income taxes		21,900			30,022			42,549			66,024
Provision for income taxes		8,319			11,400			15,968			25,086
Net income	$	13,581		$	18,622		$	26,581		$	40,938
Earnings per share
Basic	$	0.32		$	0.45		$	0.63		$	0.98
Diluted	$	0.32		$	0.44		$	0.63		$	0.96
Weighted average shares outstanding
Basic		41,850			41,809			41,877			41,895
Diluted		42,037			42,666			42,086			42,746

See notes to condensed consolidated financial statements

2

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

	Six Months Ended June 30, 2008
(in thousands)	Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss, Net			Treasury Stock			Total
Beginning balance, January 1, 2008	$	411	$	310,459		$	19,567		$	(3,581	)	$	(44,941	)	$	281,915
Dividends		—		—			(18,909	)		—			—			(18,909	)
Issuance of common stock		27		593			—			—			—			620
Repurchase of common stock		—		—			—			—			(30,247	)		(30,247	)
Tax benefits associated with restricted stock units		—		13,560			—			—			—			13,560
Issuance of restricted stock units		—		2,543			—			—			—			2,543
Amortization of restricted stock units-net		—		5,497			—			—			—			5,497
Forfeitures of vested restricted stock awards		—		(132	)		—			—			—			(132	)
Net income		—		—			26,581			—			—			26,581
Other comprehensive loss, net of taxes		—		—			—			(3,918	)		—			(3,918	)
Ending balance, June 30, 2008	$	438	$	332,520		$	27,239		$	(7,499	)	$	(75,188	)	$	277,510

See notes to condensed consolidated financial statements

3

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Six Months Ended June 30,
(in thousands)	2008			2007
Cash flows from operating activities:
Net income	$	26,581		$	40,938
Adjustments to reconcile net income to net cash provided by operating activities:
Stock compensation expense		5,592			5,697
Amortization, deferred commissions		3,013			4,825
Depreciation and amortization		1,945			3,402
Deferred rent		(170	)		357
Loss (gain) from sale of investments, available-for-sale		172			(911	)
Loss from sale of property and equipment		—			2
Deferred income taxes		11,873			7,552
Foreign currency loss		376			75
Changes in operating assets and liabilities:
Accounts receivable		2,897			(585	)
Due from broker		(10,956	)		—
Deferred commissions		(762	)		(7,187	)
Income tax receivable		(12,390	)		(10,514	)
Securities owned		(15,402	)		—
Other assets		(50	)		41
Accrued compensation		(19,595	)		(3,734	)
Securities sold but not yet purchased		8,872			—
Other liabilities and accrued expenses		752			(493	)
Net cash provided by operating activities		2,748			39,465
Cash flows from investing activities:
Purchases of investments, available-for-sale		(22,213	)		(38,433	)
Proceeds from sale and maturities of investments, available-for-sale		30,989			4,041
Purchases of property and equipment		(4,939	)		(2,667	)
Net cash provided by (used in) investing activities		3,837			(37,059	)
Cash flows from financing activities:
Excess tax benefit associated with restricted stock awards		13,303			27,074
Issuance of common stock		527			820
Repurchase of common stock		(30,247	)		(35,145	)
Dividends to stockholders		(18,275	)		(22,092	)
Payment of capital lease obligations		(19	)		(40	)
Net cash used in financing activities		(34,711	)		(29,383	)
Net decrease in cash and cash equivalents		(28,126	)		(26,977	)
Effect of exchange rate changes		1,109			105
Cash and cash equivalents, beginning of the period		136,971			139,360
Cash and cash equivalents, end of the period	$	109,954		$	112,488

See notes to condensed consolidated financial statements

4

COHEN & STEERS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS—(Unaudited) (Continued)

Supplemental disclosures of cash flow information:

For the six months ended June 30, 2008 and June 30, 2007, there was no cash paid for interest.

For the six months ended June 30, 2008, the Company paid taxes, net of tax refunds, of approximately $2,404,000. For the six months ended June 30, 2007, the Company received cash tax refunds, net of taxes paid, of approximately $95,000.

Supplemental disclosures of non-cash investing and financing activities:

In connection with its stock incentive plan, for the six months ended June 30, 2008 and 2007, the Company issued fully vested restricted stock units in the amount of $1.9 million and $2.4 million, respectively. For the six months ended June 30, 2008 and 2007, the Company issued unvested restricted stock units in the amount of $31.4 million and $25.5 million, respectively. For the six months ended June 30, 2008 and 2007, forfeitures of restricted stock units totaled $2.7 million and $2.2 million, respectively. In addition, for the six months ended June 30, 2008 and 2007, the Company issued restricted stock unit dividend equivalents in the amount of $634,000 and $342,000, respectively.

5

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Unaudited)

1. Organization and Description of Business

Cohen & Steers, Inc. (“CNS”) was organized as a Delaware corporation on March 17, 2004. CNS was formed to be the holding company for Cohen & Steers Capital Management, Inc. (“CSCM”), a New York corporation, and to allow for the issuance of common stock to the public.

The condensed consolidated financial statements set forth herein include the accounts of CNS and its direct and indirect subsidiaries. CNS’s significant wholly-owned subsidiaries are CSCM, Cohen & Steers Securities, LLC (“Securities”) and Cohen & Steers Capital Advisors, LLC (“Advisors” and collectively, the “Company”). In addition, CNS has direct and indirect wholly-owned subsidiaries in London, Brussels and Hong Kong. All material intercompany balances and transactions have been eliminated in consolidation.

The Company provides investment management services to individual and institutional investors through a broad range of investment vehicles. The Company manages income-oriented equity portfolios specializing in U.S. and international real estate securities, large cap value stocks, utilities and listed infrastructure securities, and preferred securities. The Company also offers alternative investment strategies such as hedged real estate securities portfolios and private real estate multimanager strategies. Its clients include Company-sponsored open-end and closed-end mutual funds and domestic corporate and public pension plans, foreign pension plans, endowment funds and individuals. Through its registered broker/dealers, Securities and Advisors, the Company provides distribution services for certain of its funds and investment banking services to companies in real estate and real estate intensive businesses, including healthcare, respectively.

2. Basis of Presentation and Significant Accounting Policies

The condensed consolidated financial statements of the Company included herein are unaudited and have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the interim results have been made. The preparation of the condensed consolidated financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes the estimates used in preparing the condensed consolidated financial statements are reasonable and prudent. Actual results could differ from those estimates.

The Company’s condensed consolidated financial statements and the related notes should be read together with the consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. Certain prior period amounts have been reclassified to conform to the current year presentation. The amounts related to these reclassifications are not material to the Company’s condensed consolidated financial statements.

Cash and Cash Equivalents—Cash equivalents consist of short-term, highly liquid investments, which are readily convertible into cash and have original maturities of three months or less.

Investments—The management of the Company determines the appropriate classification of its investments at the time of purchase and re-evaluates such determination at each statement of financial condition date. Securities owned and securities sold but not yet purchased are classified as trading instruments, and are measured at fair value based on quoted market prices with unrealized gains and losses reported in the Company’s statement of operations. Trading securities are attributable to the consolidation of the Company’s investment in its long-short global real estate fund. Investments classified as available-for-sale are primarily comprised of highly rated preferred instruments and Company-sponsored open-end and closed-end mutual funds. These investments are carried at fair value based on quoted market prices or market prices from independent pricing services, with unrealized gains and losses, net of tax, reported in accumulated other comprehensive income. The Company periodically reviews each individual security position that has an unrealized loss, or impairment, to determine if that impairment is other than temporary. If the Company believes an impairment on a security position is other than temporary, the loss will be recognized in the Company’s statement of operations. Impairments that arise from market conditions and not changes in credit quality are generally considered temporary.

6

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Unaudited) (Continued)

Goodwill and Intangible Assets—Goodwill represents the excess of the cost of the Company’s investment in the net assets of an acquired company over the fair value of the underlying identifiable net assets at the date of acquisition. Goodwill and indefinite lived intangible assets are not amortized but are tested at least annually for impairment by comparing the fair value to their carrying amounts. Finite lived intangible assets are amortized over their useful lives.

Investment Advisory and Administration Fees—The Company earns revenue by providing asset management services to Company-sponsored open-end and closed-end mutual funds and to institutional separate accounts. This revenue is earned pursuant to the terms of the underlying advisory contract, and is based on a contractual investment advisory fee applied to the assets in the client’s portfolio. The Company also earns revenue from administration fees paid by certain Company-sponsored open-end and closed-end mutual funds, based on the average daily net assets of such funds. This revenue is recognized as such fees are earned.

Investment Banking Fees—Revenue is generally recognized when transactions are completed, pursuant to the terms of the agreements applicable to each transaction.

Distribution and Service Fees—Distribution and service fee revenue is earned as the services are performed, based on contractually-predetermined percentages of the average daily net assets of the open-end load mutual funds. Distribution and service fee revenue is recorded gross of any third-party distribution and service fee expense arrangements. The expenses associated with these third-party distribution and service arrangements are recorded as incurred.

Income Taxes—The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109, Accounting For Income Taxes (“SFAS 109”). The Company recognizes the current and deferred tax consequences of all transactions that have been recognized in the condensed consolidated financial statements using the provisions of the enacted tax laws. Deferred tax assets are recognized for temporary differences that will result in deductible amounts in future years. Deferred tax liabilities are recognized for temporary differences that will result in taxable income in future years. The effective tax rate for interim periods represents the Company’s best estimate of the effective tax rate expected to be applied to the full fiscal year.

Stock-based Compensation—The Company accounts for stock-based compensation awards in accordance with SFAS No. 123(R), Share-Based Payment (“SFAS 123(R)”), which requires public companies to recognize compensation expense for the grant-date fair value of awards of equity instruments granted to employees. This expense is recognized over the period during which employees are required to provide service. SFAS 123(R) also requires the Company to estimate forfeitures.

Currency Translation—Assets and liabilities of subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the applicable condensed consolidated statement of financial condition date. Revenues and expenses are translated at average exchange rates during the period. The gains or losses resulting from translating non-U.S. dollar functional currency into U.S. dollars are included in accumulated other comprehensive income, net of tax, a component of stockholders’ equity. Gains or losses resulting from non-U.S. dollar currency transactions are included in the condensed consolidated statement of operations.

Recently Issued Accounting Pronouncements—In March 2008, SFAS No. 161, Disclosure about Derivative Instruments and Hedging Activities—an amendment of SFAS No.133, (“SFAS 161”) was issued. SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities. SFAS 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early application encouraged. The Company does not anticipate that SFAS 161 will have a material impact on its condensed consolidated financial statements.

In June 2007, the Emerging Issues Task Force (“EITF”) reached a consensus on Issue No. 06-11, Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards, (“EITF 06-11”). EITF 06-11 requires that the tax benefit related to dividend equivalents paid on restricted stock units that are expected to vest be recorded as an increase to additional paid-in capital. The consensus reached in EITF 06-11 should be applied prospectively to the income tax benefits of dividends declared in fiscal years beginning after December 15, 2007, and interim periods within those fiscal years. The adoption of EITF 06-11 on January 1, 2008 did not have a material impact on the Company’s condensed consolidated financial statements.

7

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Unaudited) (Continued)

In February 2007, SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”), which allows companies to elect to measure certain financial assets and liabilities at fair value, was issued. The fair value election can be made on an instrument by instrument basis but is irrevocable once made. SFAS 159 is effective for the 2008 calendar year. The Company did not elect to apply SFAS 159 to any financial assets or liabilities.

In September 2006, SFAS No. 157, Fair Value Measurements (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value, and enhances disclosures about instruments carried at fair value, but does not change existing guidance as to whether or not an instrument should be carried at fair value, was issued. SFAS 157 is effective for the 2008 calendar year. The adoption of SFAS 157 did not have a material impact on the Company’s condensed consolidated financial statements.

3. Goodwill and Intangible Assets

Goodwill

Goodwill represents the excess of purchase price over the tangible assets and identifiable intangible assets of an acquired business. At June 30, 2008 and December 31, 2007, goodwill was $22,498,000 and $21,450,000, respectively. The Company’s goodwill decreased by $83,000 in the three months ended June 30, 2008 and increased $1,048,000 in the six months ended June 30, 2008, as a result of foreign currency translation.

Intangible Assets

The following table details the gross carrying amounts and accumulated amortization for the intangible assets at June 30, 2008 and December 31, 2007 (in thousands):

	Remaining Amortization Period (In Months)	Gross Carrying Amount		Accumulated Amortization			Intangible Assets, Net
June 30, 2008:
Amortized intangible assets:
Non-compete agreements	—	$	15,400	$	(15,400	)	$	—
Client relationships	126		3,800		(488	)		3,312
Non-amortized intangible assets:
Mutual fund management contracts	—		2,500		—			2,500
Total		$	21,700	$	(15,888	)	$	5,812
December 31, 2007:
Amortized intangible assets:
Non-compete agreements	1	$	15,400	$	(15,030	)	$	370
Client relationships	132		3,800		(330	)		3,470
Non-amortized intangible assets:
Mutual fund management contracts	—		2,500		—			2,500
Total		$	21,700	$	(15,360	)	$	6,340

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COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Unaudited) (Continued)

Amortization expense related to the intangible assets was approximately $79,000 and $1,188,000 for the three months ended June 30, 2008 and 2007, respectively, and approximately $528,000 and $2,376,000 for the six months ended June 30, 2008 and 2007, respectively. Estimated future amortization expense is as follows (in thousands):

Periods Ending December 31,	Estimated Amortization Expense
2008	$	159
2009		317
2010		317
2011		317
2012		317
Thereafter		1,885
Total	$	3,312

4. Investments

Trading

On March 31, 2008, the Company launched a long-short global real estate fund (the “Fund”). At June 30, 2008, the Company owned 100% of the voting interest of the Fund and accordingly, the underlying assets and liabilities have been included in the Company’s condensed consolidated financial statements. The Fund had approximately $15.4 million of securities owned and approximately $8.9 million of securities sold but not yet purchased as of June 30, 2008, which were comprised primarily of equities. All material intercompany balances and transactions have been eliminated in consolidation.

The Company accounts for derivative financial instruments in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended (“SFAS 133”). SFAS 133 requires that an entity recognize all derivatives, as defined, as either assets or liabilities measured at fair value. The Company uses currency forwards to manage its exposure to market and currency risk and does not hold currency forwards for speculative or trading purposes. These currency forwards are not designated as hedges under SFAS 133, and changes in fair values of these derivatives are included in (loss) gain from marketable securities-net in the condensed consolidated statements of operations. As of June 30, 2008, the notional value of derivatives was approximately $7,797,000. For the three months ended June 30, 2008, the effect of derivative transactions was immaterial to the Company’s condensed consolidated statements of operations.

Available-for-sale

The following is a summary of the cost, gross unrealized gains, losses and fair value of investments, available-for-sale as of June 30, 2008 and December 31, 2007 (in thousands):

	June 30, 2008									December 31, 2007
	Gross Unrealized									Gross Unrealized
	Cost		Gains		Losses			Fair Value		Cost		Gains		Losses			Fair Value
Preferred securities	$	47,950	$	—	$	(12,740	)	$	35,210	$	60,945	$	—	$	(7,646	)	$	53,299
Equities		16,475		306		(2,232	)		14,549		11,882		427		(1,174	)		11,135
Fixed income		5,306		—		(1,016	)		4,290		5,256		—		(750	)		4,506
Company-sponsored mutual funds		24,412		509		(3,882	)		21,039		25,011		1,633		(1,881	)		24,763
Total investments, available-for-sale	$	94,143	$	815	$	(19,870	)	$	75,088	$	103,094	$	2,060	$	(11,451	)	$	93,703

Unrealized losses on investments, available-for-sale as of June 30, 2008, the majority of which had been in a loss position for less than twelve months, were generally caused by market conditions and not changes in credit quality. The Company has the ability and intent to hold these investments until a recovery of fair value, which may, in certain cases, mean until maturity, and to collect all contractual cash flows. Accordingly, impairment of these investments is considered temporary. All of the investments, available-for-sale are rated investment grade and are current with respect to interest and dividend payments.

9

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Unaudited) (Continued)

Sales proceeds, gross realized gains and losses, and dividend income from investments, available-for-sale and Company-sponsored mutual funds for the three months ended June 30, 2008 and 2007 are summarized below (in thousands):

	Investment, Available-for-Sale						Company-Sponsored Mutual Funds
	Three Months Ended June 30,						Three Months Ended June 30,
	2008			2007			2008		2007
Proceeds from sales and maturities	$	11,484		$	3,638		$	—	$	2,616
Gross realized gains		296			717			—		678
Gross realized losses		(524	)		(1	)		—		—
Dividend income		1,086			672			123		88

Sales proceeds, gross realized gains and losses, and dividend income from investments, available-for-sale and Company-sponsored mutual funds for the six months ended June 30, 2008 and 2007 are summarized below (in thousands):

	Investment, Available-for-Sale						Company-Sponsored Mutual Funds
	Six Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008		2007
Proceeds from sales and maturities	$	30,977		$	4,041		$	796	$	2,888
Gross realized gains		585			912			205		806
Gross realized losses		(757	)		(1	)		—		—
Dividend income		2,157			1,407			173		132

Fair Value

SFAS 157 defines fair value, establishes a framework for measuring fair value, and enhances disclosures about instruments carried at fair value, but does not change existing guidance as to whether or not an instrument should be carried at fair value. SFAS 157 is effective for the 2008 calendar year.

SFAS 157 specifies a hierarchy of valuation classifications based on whether the inputs to the valuation techniques used in each valuation classification are observable or unobservable. In accordance with SFAS 157, these classifications are summarized in the three broad levels listed below:

• Level 1—Quoted prices for identical instruments in active markets.

• Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

• Level 3—Valuations derived from valuation techniques in which significant inputs or significant value drivers are unobservable.

These levels are not necessarily an indication of the risk or liquidity associated with the investments. In determining the appropriate levels, the Company performed a detailed analysis of the assets and liabilities that are subject to SFAS 157. The following table presents fair value measurements as of June 30, 2008 (in thousands):

	Level 1			Level 2		Total
Securities owned	$	15,402		$	—	$	15,402
Investments, available-for-sale
Preferred securities	$	26,310		$	8,900	$	35,210
Equities		14,549			—		14,549
Fixed income		—			4,290		4,290
Company-sponsored mutual funds		21,039			—		21,039
Total investments, available-for-sale	$	61,898		$	13,190	$	75,088
Securities sold but not yet purchased	$	(8,872	)	$	—	$	(8,872	)

The investments classified as level 2 in the above table were comprised of auction rate preferred securities and corporate debt securities.

10

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Unaudited) (Continued)

5. Earnings Per Share

Basic earnings per share are calculated by dividing net income by the weighted average shares outstanding. Diluted earnings per share are calculated by dividing net income by the total weighted average shares outstanding and common stock equivalents. Common stock equivalents are comprised of dilutive potential shares from restricted stock unit awards. Common stock equivalents are excluded from the computation if their effect is anti-dilutive. Diluted earnings per share are computed using the treasury stock method. There were no anti-dilutive common stock equivalents excluded from the computation for the three and six months ended June 30, 2008 and 2007.

The following is a reconciliation of the income and share data used in the basic and diluted earnings per share computations for the three and six months ended June 30, 2008 and 2007 (in thousands, except per share data):

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Net income	$	13,581	$	18,622	$	26,581	$	40,938
Basic weighted average shares outstanding		41,850		41,809		41,877		41,895
Dilutive potential shares from restricted stock awards		187		857		209		851
Diluted weighted average shares outstanding		42,037		42,666		42,086		42,746
Basic earnings per share	$	0.32	$	0.45	$	0.63	$	0.98
Diluted earnings per share	$	0.32	$	0.44	$	0.63	$	0.96

6. Income Taxes

In accordance with SFAS 109, recognition of tax benefits or expenses is required for temporary differences between book and tax bases of assets and liabilities.

Deferred income taxes represent the tax effects of the temporary differences between book and tax bases and are measured using enacted tax rates that will be in effect when such items are expected to reverse. The provision for income taxes for the three and six months ended June 30, 2008 includes U.S. federal, state, local and foreign taxes at an approximate effective tax rate of 38%, which represents management’s best estimate of the rate expected to be applied to the full fiscal year of 2008, and 37.5%, respectively.

The Company’s net deferred tax asset is primarily comprised of deferred tax assets related to future income tax deductions attributable to the delivery of unvested restricted stock units as well as unrealized losses from investments, available-for-sale. The Company records a valuation allowance, when necessary, to reduce deferred tax assets to an amount that more likely than not will be realized.

The Company adopted the provisions of FIN 48, an interpretation of SFAS 109, on January 1, 2007. At June 30, 2008, there were no material changes in the unrecognized tax benefits from December 31, 2007.

11

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Unaudited) (Continued)

7. Comprehensive Income

Total comprehensive income includes net income and other comprehensive income, net of tax. The components of comprehensive income for the three and six months ended June 30, 2008 and 2007 are as follows (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Net income	$	13,581		$	18,622		$	26,581		$	40,938
Foreign currency (loss) gain adjustment		(568	)		241			2,185			454
Net unrealized loss on available-for-sale securities, net of tax		(1,995	)		(2,178	)		(5,920	)		(1,770	)
Reclassification of realized (loss) gain on available-for-sale securities, net of tax		(216	)		425			(183	)		541
Total comprehensive income	$	10,802		$	17,110		$	22,663		$	40,163

8. Regulatory Requirements

Securities and Advisors, registered broker/dealers in the U.S., are subject to the SEC’s Uniform Net Capital Rule 15c3-1 (the “Rule”), which requires that broker/dealers maintain a minimum level of net capital, as defined. As of June 30, 2008, Securities and Advisors had net capital of approximately $10,528,000 and $20,049,000, respectively, which exceeded their requirements by approximately $10,266,000 and $19,658,000, respectively. The Rule also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital of a broker/dealer is less than the amount required under the Rule.

Securities and Advisors do not carry customer accounts and are exempt from the SEC’s Rule 15c3-3 pursuant to provisions (k)(1) and (k)(2)(i) of such rule, respectively.

The non-U.S. subsidiaries of the Company are regulated outside the U.S. by the Hong Kong Securities and Futures Commission, the United Kingdom Financial Securities Authority, and the Belgium Banking, Finance and Insurance Commission (collectively, the “Foreign Regulated Entities”). As of June 30, 2008, the Foreign Regulated Entities had aggregate minimum regulatory capital requirements of approximately $4,390,000 and the Foreign Regulated Entities exceeded those requirements by approximately $30,492,000.

9. Related Party Transactions

The Company is an investment advisor to, and has administrative agreements with, affiliated open-end and closed-end mutual funds for which certain employees are officers and/or directors. The following table sets forth the amount of revenue the Company earned from these affiliated funds for the three and six months ended June 30, 2008 and 2007 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Investment advisory and administration fees	$	37,007	$	44,813	$	72,701	$	86,419
Distribution and service fees		5,202		7,746		10,576		14,126
	$	42,209	$	52,559	$	83,277	$	100,545

For the three months ended June 30, 2008 and 2007, the Company had investment advisory agreements with certain affiliated closed-end mutual funds, pursuant to which the Company contractually waived approximately $3,434,000 and $4,899,000, respectively, of advisory fees it was otherwise entitled to receive. For the six months ended June 30, 2008 and 2007, the Company waived approximately $6,911,000 and $9,943,000 of advisory fees, respectively. These investment advisory agreements contractually require the Company to waive a portion of the advisory fees the Company otherwise would charge for up to ten years from the respective fund’s inception date. The board of directors of these mutual funds must approve the renewal of

12

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Unaudited) (Continued)

the advisory agreements each year, including any reduction in advisory fee waivers scheduled to take effect during that year. As of June 30, 2008, such scheduled reductions in advisory fee waivers were effective for four funds.

The Company has agreements with certain affiliated open-end and closed-end mutual funds to reimburse certain fund expenses. For the three months ended June 30, 2008 and 2007, expenses of approximately $1,123,000 and $1,047,000, respectively, were incurred by the Company pursuant to these agreements and are included in general and administrative expenses. For the six months ended June 30, 2008 and 2007, expenses of approximately $2,283,000 and $1,970,000, respectively, were incurred.

Included in accounts receivable at June 30, 2008 and December 31, 2007 are receivables due from Company-sponsored mutual funds of approximately $12,826,000 and $15,145,000, respectively.

See Note 4 relating to investments in Company-sponsored mutual funds.

10. Segment Reporting

SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, establishes disclosure requirements relating to operating segments in condensed consolidated financial statements. The Company operates in two business segments: Asset Management and Investment Banking. The Company’s reporting segments are strategic divisions that offer different services and are managed separately, as each division requires different resources and marketing strategies.

The Company does not record revenue between segments (referred to as inter-segment revenue).

The Company evaluates performance of its segments based on profit or loss from operations before taxes. Information on the condensed consolidated statement of financial condition data by segment is not disclosed because it is not used in evaluating segment performance and deciding how to allocate resources to segments.

Summarized financial information for the Company’s reportable segments is presented in the following tables (in thousands):

	Three Months Ended June 30,
	2008			2007
Asset Management
Total revenue	$	54,410		$	66,357
Total expenses		(33,118	)		(39,135	)
Net non-operating income		1,391			2,388
Income before provision for income taxes	$	22,683		$	29,610
Investment Banking
Total revenue	$	840		$	2,930
Total expenses		(1,722	)		(2,888	)
Net non-operating income		99			370
(Loss) income before provision for income taxes	$	(783	)	$	412
Total
Total revenue	$	55,250		$	69,287
Total expenses		(34,840	)		(42,023	)
Net non-operating income		1,490			2,758
Income before provision for income taxes	$	21,900		$	30,022

13

COHEN & STEERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Unaudited) (Continued)

	Six Months Ended June 30,
	2008			2007
Asset Management
Total revenue	$	107,997		$	127,378
Total expenses		(66,568	)		(74,809	)
Net non-operating income		3,400			3,877
Income before provision for income taxes	$	44,829		$	56,446
Investment Banking
Total revenue	$	891		$	18,676
Total expenses		(3,459	)		(9,755	)
Net non-operating income		288			657
(Loss) income before provision for income taxes	$	(2,280	)	$	9,578
Total
Total revenue	$	108,888		$	146,054
Total expenses		(70,027	)		(84,564	)
Net non-operating income		3,688			4,534
Income before provision for income taxes	$	42,549		$	66,024

11. Subsequent Event

On August 7, 2008, CNS declared a quarterly cash dividend on its common stock in the amount of $0.22 per share. The dividend will be payable on September 26, 2008 to stockholders of record at the close of business on September 5, 2008.

14

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Set forth on the following pages is management’s discussion and analysis of our financial condition and results of operations for the three and six months ended June 30, 2008 and June 30, 2007. Such information should be read in conjunction with our condensed consolidated financial statements together with the notes to the condensed consolidated financial statements. The interim condensed consolidated financial statements of the Company, included herein, are unaudited. When we use the terms “Cohen & Steers,” the “Company,” “we,” “us,” and “our,” we mean Cohen & Steers, Inc., a Delaware corporation, and its consolidated subsidiaries.

OVERVIEW

We are a manager of income-oriented equity portfolios specializing in U.S. and international real estate securities, large cap value stocks, utilities and listed infrastructure securities, and preferred securities. We also offer alternative investment strategies such as hedged real estate securities portfolios and private real estate multimanager strategies. We serve individual and institutional investors through a broad range of investment vehicles. As a complement to our asset management business, we also provide investment banking services to companies in real estate and real estate intensive businesses, including healthcare.

15

Assets Under Management

We manage three types of accounts: closed-end mutual funds, open-end mutual funds and institutional separate accounts.

The following table sets forth information regarding the net flows and appreciation/(depreciation) of assets under management for the periods presented (in millions):

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
CLOSED-END MUTUAL FUNDS
Assets under management, beginning of period	$	9,724		$	11,742		$	10,274		$	11,391
Inflows		—			—			—			202
Market depreciation		(193	)		(551	)		(743	)		(402	)
Total decrease		(193	)		(551	)		(743	)		(200	)
Assets under management, end of period	$	9,531		$	11,191		$	9,531		$	11,191
OPEN-END MUTUAL FUNDS
Assets under management, beginning of period	$	8,432		$	11,480		$	8,900		$	9,575
Inflows		660			1,601			1,548			3,967
Outflows		(818	)		(1,132	)		(1,949	)		(1,924	)
Net (outflows) inflows		(158	)		469			(401	)		2,043
Market depreciation		(630	)		(830	)		(855	)		(499	)
Total (decrease) increase		(788	)		(361	)		(1,256	)		1,544
Assets under management, end of period	$	7,644		$	11,119		$	7,644		$	11,119
INSTITUTIONAL SEPARATE ACCOUNTS
Assets under management, beginning of period	$	10,414		$	10,330		$	10,612		$	8,930
Inflows		776			3,030			1,093			4,688
Outflows		(618	)		(389	)		(1,218	)		(948	)
Net inflows (outflows)		158			2,641			(125	)		3,740
Market depreciation		(787	)		(721	)		(702	)		(420	)
Total (decrease) increase		(629	)		1,920			(827	)		3,320
Assets under management, end of period	$	9,785		$	12,250		$	9,785		$	12,250
TOTAL
Assets under management, beginning of period	$	28,570		$	33,552		$	29,786		$	29,896
Inflows		1,436			4,631			2,641			8,857
Outflows		(1,436	)		(1,521	)		(3,167	)		(2,872	)
Net inflows (outflows)		—			3,110			(526	)		5,985
Market depreciation		(1,610	)		(2,102	)		(2,300	)		(1,321	)
Total (decrease) increase		(1,610	)		1,008			(2,826	)		4,664
Assets under management, end of period	$	26,960		$	34,560		$	26,960		$	34,560

Assets under management were $27.0 billion at June 30, 2008, a 22% decrease from $34.6 billion at June 30, 2007. The decrease was a result of market depreciation of $6.5 billion and net outflows of $1.1 billion.

16

Closed-end mutual funds

Closed-end mutual fund assets under management decreased 15% to $9.5 billion at June 30, 2008, compared with $11.2 billion at June 30, 2007. The decrease in assets under management was attributable to market depreciation of $2.2 billion partially offset by inflows led by the launch of Cohen & Steers Global Income Builder, Inc. (“INB”), which raised $534 million, including leverage.

Closed-end mutual funds had no inflows in the three months ended June 30, 2008 and 2007 as no new common or preferred shares were offered during this period. Market depreciation was $193 million in the three months ended June 30, 2008, compared with market depreciation of $551 million in the three months ended June 30, 2007.

Closed-end mutual funds had no inflows in the six months ended June 30, 2008, compared with $202 million in the six months ended June 30, 2007. Market depreciation was $743 million in the six months ended June 30, 2008, compared with market depreciation of $402 million in the six months ended June 30, 2007.

Open-end mutual funds

Open-end mutual fund assets under management decreased 31% to $7.6 billion at June 30, 2008 from $11.1 billion at June 30, 2007. The decrease in assets under management was attributable to market depreciation of $2.2 billion and net outflows of $1.3 billion during the prior twelve month period.

Net outflows for open-end mutual funds were $158 million in the three months ended June 30, 2008, compared with net inflows of $469 million in the three months ended June 30, 2007. Gross inflows were $660 million in the three months ended June 30, 2008, compared with $1.6 billion in the three months ended June 30, 2007. Gross outflows totaled $818 million in the three months ended June 30, 2008, compared with $1.1 billion in the three months ended June 30, 2007. Market depreciation was $630 million in the three months ended June 30, 2008, compared with market depreciation of $830 million in the three months ended June 30, 2007.

Net outflows for open-end mutual funds were $401 million in the six months ended June 30, 2008, compared with net inflows of $2.0 billion in the six months ended June 30, 2007. Gross inflows were $1.5 billion in the six months ended June 30, 2008, compared with $4.0 billion in the six months ended June 30, 2007. Gross outflows in the six months ended June 30, 2008 and June 30, 2007 were $1.9 billion. Market depreciation was $855 million in the six months ended June 30, 2008, compared with market depreciation of $499 million in the six months ended June 30, 2007.

Institutional separate accounts

Institutional separate account assets under management decreased 20% to $9.8 billion at June 30, 2008 from $12.3 billion at June 30, 2007. The decrease in assets under management was due to market depreciation of $2.1 billion and net outflows of $321 million during the prior twelve month period.

Institutional separate accounts had net inflows of $158 million in the three months ended June 30, 2008, compared with net inflows of $2.6 billion in the three months ended June 30, 2007. Gross inflows were $776 million in the three months ended June 30, 2008 compared with $3.0 billion in the three months ended June 30, 2007. Gross outflows totaled $618 million in the three months ended June 30, 2008, compared with $389 million in the three months ended June 30, 2007. Market depreciation was $787 million in the three months ended June 30, 2008, compared with market depreciation of $721 million in the three months ended June 30, 2007.

Institutional separate accounts had net outflows of $125 million in the six months ended June 30, 2008, compared with net inflows of $3.7 billion in the six months ended June 30, 2007. Gross inflows were $1.1 billion in the six months ended June 30, 2008, compared with $4.7 billion in the six months ended June 30, 2007. Gross outflows totaled $1.2 billion in the six months ended June 30, 2008, compared with $948 million in the six months ended June 30, 2007. Market depreciation was $702 million in the six months ended June 30, 2008, compared with market depreciation of $420 million in the six months ended June 30, 2007.

17

RESULTS OF OPERATIONS

Three Months Ended June 30, 2008 compared with Three Months Ended June 30, 2007

The following table of selected financial data presents our business segments in a manner consistent with the way that we manage our businesses (in thousands):

	Three Months Ended June 30,
	2008			2007
Asset Management
Total revenue	$	54,410		$	66,357
Total expenses		(33,118	)		(39,135	)
Net non-operating income		1,391			2,388
Income before provision for income taxes	$	22,683		$	29,610
Investment Banking
Total revenue	$	840		$	2,930
Total expenses		(1,722	)		(2,888	)
Net non-operating income		99			370
(Loss) income before provision for income taxes	$	(783	)	$	412
Total
Total revenue	$	55,250		$	69,287
Total expenses		(34,840	)		(42,023	)
Net non-operating income		1,490			2,758
Income before provision for income taxes	$	21,900		$	30,022

REVENUE

Total revenue decreased 20% to $55.3 million in the three months ended June 30, 2008 from $69.3 million in the three months ended June 30, 2007. This decrease was primarily attributable to lower average assets under management and lower investment banking fees.

Asset Management

Revenue

Revenue decreased 18% to $54.4 million in the three months ended June 30, 2008 from $66.4 million in the three months ended June 30, 2007. Investment advisory and administration fees decreased 15% to $47.9 million in the three months ended June 30, 2008, compared with $56.2 million in the three months ended June 30, 2007.

In the three months ended June 30, 2008, total investment advisory and administration revenue from closed-end mutual funds decreased 8% to $18.2 million from $19.7 million in the three months ended June 30, 2007. The decrease in closed-end mutual fund revenue was attributable to lower levels of average daily net assets under management resulting from market depreciation.

In the three months ended June 30, 2008, total investment advisory and administration revenue from open-end mutual funds decreased 25% to $18.8 million from $25.1 million in the three months ended June 30, 2007. The decrease was attributable to lower levels of average daily net assets under management resulting from market depreciation and net outflows.

In the three months ended June 30, 2008, total investment advisory and administration revenue from institutional separate accounts decreased 4% to $10.9 million from $11.4 million in the three months ended June 30, 2007. The decrease was primarily attributable to lower levels of average daily net assets under management resulting from market depreciation and net outflows.

Distribution and service fee revenue decreased 33% to $5.2 million in the three months ended June 30, 2008 from $7.7 million in the three months ended June 30, 2007. This decrease in distribution and service fee revenue was primarily due to lower average asset levels in the 2008 period.

18

Expenses

Total operating expenses decreased 15% to $33.1 million in the three months ended June 30, 2008 from $39.1 million in the three months ended June 30, 2007, primarily due to decreases in distribution and service fees, amortization of deferred commissions, and employee compensation and benefits.

Distribution and service fee expenses decreased 27% to $6.7 million in the three months ended June 30, 2008 from $9.3 million in the three months ended June 30, 2007. This decrease in distribution and service fee expenses was primarily due to lower average asset levels in the 2008 period.

Amortization of deferred commissions decreased 63% to $1.0 million in the three months ended June 30, 2008 from $2.8 million in the three months ended June 30, 2007. This decrease was primarily attributable to lower subscriptions in our open-end load mutual funds.

Employee compensation and benefits expenses decreased 9% to $16.5 million in the three months ended June 30, 2008 from $18.1 million in the three months ended June 30, 2007. This decrease was primarily due to lower production based and incentive compensation, partially offset by higher salary and amortization of stock-based compensation.

Non-operating Income

Non-operating income decreased by 42% to $1.4 million in the three months ended June 30, 2008 from $2.4 million in the three months ended June 30, 2007. This decrease was primarily attributable to losses on investments and securities owned.

Investment Banking

Revenue

Revenue decreased 71% to $840,000 in the three months ended June 30, 2008 from $2.9 million in the three months ended June 30, 2007. Revenue from investment banking activity is primarily dependent on the completion of transactions, the timing of which cannot be predicted.

Expenses

Total operating expenses decreased 40% to $1.7 million in the three months ended June 30, 2008 from $2.9 million in the three months ended June 30, 2007, primarily due to decreases in employee compensation and benefits and depreciation and amortization.

Employee compensation and benefits expenses decreased 27% to $1.5 million in the three months ended June 30, 2008 from $2.0 million in the three months ended June 30, 2007. This was primarily due to decreased production based and incentive compensation resulting from less investment banking fees generated during the quarter, partially offset by higher amortization of stock-based compensation.

Depreciation and amortization decreased 99% to $1,000 in the three months ended June 30, 2008 from $456,000 in the three months ended June 30, 2007. This decrease was primarily due to a reduction in amortization expense associated with the intangible asset attributable to non-compete agreements established in connection with our initial public offering, which fully amortized in January 2008.

Non-operating Income

Non-operating income decreased by 73% to $99,000 in the three months ended June 30, 2008 from $370,000 in the three months ended June 30, 2007. This decrease was attributable to lower interest and dividends due to lower cash balances associated with decreased investment banking fees combined with lower interest rates.

INCOME TAXES

We recorded an income tax expense of $8.3 million in the three months ended June 30, 2008, compared with an income tax expense of $11.4 million in the three months ended June 30, 2007. The provision for income taxes in the three months ended June 30, 2008 includes U.S. federal, state, local and foreign taxes at an approximate effective tax rate of 38%, which represents management’s best estimate of the rate expected to be applied to the full fiscal year of 2008. The effective tax rate for the three months ended June 30, 2007 was approximately 38%.

19

Six Months Ended June 30, 2008 compared with Six Months Ended June 30, 2007

The following table of selected financial data presents our business segments in a manner consistent with the way that we manage our businesses (in thousands):

	Six Months Ended June 30,
	2008			2007
Asset Management
Total revenue	$	107,997		$	127,378
Total expenses		(66,568	)		(74,809	)
Net non-operating income		3,400			3,877
Income before provision for income taxes	$	44,829		$	56,446
Investment Banking
Total revenue	$	891		$	18,676
Total expenses		(3,459	)		(9,755	)
Net non-operating income		288			657
(Loss) income before provision for income taxes	$	(2,280	)	$	9,578
Total
Total revenue	$	108,888		$	146,054
Total expenses		(70,027	)		(84,564	)
Net non-operating income		3,688			4,534
Income before provision for income taxes	$	42,549		$	66,024

REVENUE

Total revenue decreased 25% to $108.9 million in the six months ended June 30, 2008 from $146.1 million in the six months ended June 30, 2007. This decrease was primarily attributable to lower average assets under management and lower investment banking fees.

Asset Management

Revenue

Revenue decreased 15% to $108.0 million in the six months ended June 30, 2008 from $127.4 million in the six months ended June 30, 2007. Investment advisory and administration fees decreased 13% to $94.5 million in the six months ended June 30, 2008, compared with $108.3 million in the six months ended June 30, 2007.

In the six months ended June 30, 2008, total investment advisory and administration revenue from closed-end mutual funds decreased 8% to $35.8 million from $39.1 million in the six months ended June 30, 2007. The decrease in closed-end mutual fund revenue was attributable to lower levels of average daily net assets under management resulting from market depreciation.

In the six months ended June 30, 2008, total investment advisory and administration revenue from open-end mutual funds decreased 22% to $36.9 million from $47.4 million in the six months ended June 30, 2007. The decrease was attributable to lower levels of average daily net assets under management resulting from market depreciation and net outflows.

In the six months ended June 30, 2008, total investment advisory and administration revenue from institutional separate accounts decreased 0.4% to $21.8 million from $21.9 million in the six months ended June 30, 2007. The decrease was primarily attributable to lower levels of average daily assets under management resulting from net outflows and market depreciation.

Distribution and service fee revenue decreased 25% to $10.6 million in the six months ended June 30, 2008, compared with $14.1 million in the six months ended June 30, 2007. This decrease in distribution and service fee revenue was primarily due to lower levels of average daily assets in the 2008 period.

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Expenses

Total operating expenses decreased 11% to $66.6 million in the six months ended June 30, 2008 from $74.8 million in the six months ended June 30, 2007, primarily due to decreases in distribution and service fees, amortization of deferred commissions, and employee compensation and benefits.

Distribution and service fee expenses decreased 28% to $13.4 million in the six months ended June 30, 2008 from $18.6 million in the six months ended June 30, 2007. This decrease in distribution and service fee expenses was primarily due to lower average asset levels in the 2008 period.

Amortization of deferred commissions decreased 38% to $3.0 million in the six months ended June 30, 2008 from $4.8 million in the six months ended June 30, 2007. This decrease was primarily attributable to lower subscriptions in our open-end load mutual funds.

Employee compensation and benefits expenses decreased 5% to $32.6 million in the six months ended June 30, 2008 from $34.3 million in the six months ended June 30, 2007. This decrease was primarily due to lower production based and incentive compensation, partially offset by higher salary and amortization of stock-based compensation.

Non-operating Income

Non-operating income decreased by 12% to $3.4 million in the six months ended June 30, 2008 from $3.9 million in the six months ended June 30, 2007. This decrease was primarily attributable to losses on investments and securities owned.

Investment Banking

Revenue

Revenue decreased 95% to $891,000 in the six months ended June 30, 2008 from $18.7 million in the six months ended June 30, 2007. Revenue from investment banking activity is primarily dependent on the completion of transactions, the timing of which cannot be predicted.

Expenses

Total operating expenses decreased 65% to $3.5 million in the six months ended June 30, 2008 from $9.8 million in the six months ended June 30, 2007, primarily due to decreases in employee compensation and benefits and depreciation and amortization.

Employee compensation and benefits expenses decreased 65% to $2.8 million in the six months ended June 30, 2008 from $8.1 million in the six months ended June 30, 2007. This was primarily due to decreased production based and incentive compensation resulting from less investment banking fees generated during the period, partially offset by higher amortization of stock-based compensation.

Depreciation and amortization decreased 83% to $154,000 in the six months ended June 30, 2008 from $913,000 in the six months ended June 30, 2007. This decrease was primarily due to a reduction in amortization expense associated with the intangible asset attributable to non-compete agreements established in connection with our initial public offering, which fully amortized in January 2008.

Non-operating Income

Non-operating income decreased by 56% to $288,000 in the six months ended June 30, 2008 from $657,000 in the six months ended June 30, 2007. This decrease was attributable to lower interest and dividends due to lower cash balances associated with decreased investment banking fees combined with lower interest rates.

INCOME TAXES

We recorded an income tax expense of $16.0 million in the six months ended June 30, 2008, compared with an income tax expense of $25.1 million in the six months ended June 30, 2007. The provision for income taxes in the six months ended June 30, 2008 includes U.S. federal, state, local and foreign taxes at an approximate effective tax rate of 37.5%. The effective tax rate for the six months ended June 30, 2007 was approximately 38%.

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LIQUIDITY AND CAPITAL RESOURCES

Our investment advisory business does not require us to maintain significant capital balances. Our current financial condition is highly liquid, with a significant amount of our assets comprised of cash and cash equivalents, accounts receivable and investments, available-for-sale. Our cash flows generally result from the operating activities of our business segments, with investment advisory and administrative fees being the most significant contributor. Cash and cash equivalents, accounts receivable and investments, available-for-sale were 67% and 78% of total assets as of June 30, 2008 and December 31, 2007, respectively. The decrease was primarily attributable to cash payments made to repurchase common stock to satisfy employee withholding tax obligations on the delivery of restricted stock units in January 2008 and an investment in our long-short global real estate fund. As of June 30, 2008, we had gross unrealized losses of $19.9 million on our investments, available for sale; however we believe we have sufficient liquidity to hold these investments until a recovery of fair value. Included in the investments, available-for-sale were $8.9 million of auction rate preferred securities and $4.3 million of corporate debt securities which were classified as level 2 investments in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements (“SFAS 157”) at June 30, 2008. See note 4 of the condensed consolidated financial statements relating to investments.

Cash and cash equivalents decreased by $28.1 million, excluding the effect of exchange rate changes, in the six months ended June 30, 2008. Net cash provided by operating activities was $2.7 million in the six months ended June 30, 2008. Net cash of $3.8 million was provided by investing activities, primarily from proceeds from sales and maturities of investments, available-for-sale in the amount of $31.0 million, partially offset by the purchase of $22.2 million of investments, available-for-sale and the purchase of $4.9 million of property and equipment. Net cash of $34.7 million was used in financing activities, primarily for the repurchase of common stock of $30.2 million to satisfy employee withholding tax obligations on the delivery of restricted stock units and dividends paid to stockholders of $18.3 million, partially offset by an excess tax benefit associated with restricted stock awards of $13.3 million.

Cash and cash equivalents decreased by $27.0 million, excluding the effect of exchange rate changes, in the six months ended June 30, 2007. Net cash provided by operating activities was $39.5 million in the six months ended June 30, 2007. Net cash of $37.1 million was used in investing activities, primarily for the purchase of investments, available-for-sale in the amount of $38.4 million. Net cash of $29.4 million was used in financing activities, primarily for the repurchase of common stock of $35.1 million to satisfy employee withholding tax obligations on the delivery of restricted stock units and dividends paid to stockholders of $22.1 million, partially offset by an excess tax benefit associated with restricted stock awards of $27.1 million.

It is our policy to continuously monitor and evaluate the adequacy of our capital. We have consistently maintained net capital in excess of the regulatory requirements for our broker/dealers, as prescribed by the Securities and Exchange Commission (“SEC”). At June 30, 2008, we exceeded our aggregate minimum regulatory capital requirement by $29.9 million. The SEC’s Uniform Net Capital Rule 15c3-1 imposes certain requirements that may have the effect of prohibiting a broker/dealer from distributing or withdrawing capital and requiring prior notice to the SEC for certain withdrawals of capital. Our non-U.S. subsidiaries are regulated outside the U.S. by the Hong Kong Securities and Future Commission, the United Kingdom Financial Securities Authority, and the Belgium Banking, Finance and Insurance Commission. At June 30, 2008, our non-U.S. subsidiaries exceeded their aggregate minimum regulatory requirements by $30.5 million. We believe that our cash flows from operations will be more than adequate to meet our anticipated capital requirements and other obligations as they become due.

CONTRACTUAL OBLIGATIONS

We have contractual obligations to make future payments in connection with our non-cancelable operating lease agreements for office space and capital leases for office equipment. The following summarizes our contractual obligations as of June 30, 2008 (in thousands):

	2008		2009		2010		2011		2012		2013 and after		Total
Operating leases	$	3,771	$	7,622	$	7,742	$	7,392	$	7,144	$	9,376	$	43,047
Capital lease obligations, net		25		28		3		—		—		—		56
Total contractual obligations	$	3,796	$	7,650	$	7,745	$	7,392	$	7,144	$	9,376	$	43,103

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OFF-BALANCE SHEET ARRANGEMENTS

We do not invest in any off-balance sheet vehicles that provide liquidity, capital resources, market or credit risk support, or engage in any leasing activities that expose us to any liability that is not reflected in our condensed consolidated financial statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under current circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. We evaluate our estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.

A thorough understanding of our accounting policies is essential when reviewing our reported results of operations and our financial position. Our management considers the following accounting policies critical to an informed review of our condensed consolidated financial statements. For a summary of these and additional accounting policies, see the notes to the annual audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2007.

Investments

Management determines the appropriate classification of its investments at the time of purchase and re-evaluates such determination at each statement of financial condition date. Securities owned and securities sold but not yet purchased are classified as trading instruments, and are measured at fair value based on quoted market prices with unrealized gains and losses reported in our statement of operations. Trading securities are attributable to the consolidation of our investment in our long-short global real estate fund. Investments classified as available-for-sale are primarily comprised of highly rated preferred instruments and Company-sponsored open-end and closed-end mutual funds. These investments are carried at fair value based on quoted market prices or market prices from independent pricing services, with unrealized gains and losses, net of tax, reported in accumulated other comprehensive income. We periodically review each individual security position that has an unrealized loss, or impairment, to determine if that impairment is other than temporary. If we believe an impairment on a security position is other than temporary, the loss will be recognized in our statement of operations. Impairments that arise from market conditions and not changes in credit quality are generally considered temporary.

Goodwill and Intangible Assets

Goodwill represents the excess of the cost of our investment in the net assets of an acquired company over the fair value of the underlying identifiable net assets at the date of acquisition. Goodwill and indefinite lived intangible assets are not amortized but are tested at least annually for impairment by comparing the fair value to their carrying amounts. Finite lived intangible assets are amortized over their useful lives.

Income Taxes

We account for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes (“SFAS 109”). We recognize the current and deferred tax consequences of all transactions that have been recognized in the condensed consolidated financial statements using the provisions of the enacted tax laws. Deferred tax assets are recognized for temporary differences that will result in deductible amounts in future years. Deferred tax liabilities are recognized for temporary differences that will result in taxable income in future years. The effective tax rate for interim periods represents our best estimate of the effective tax rate expected to be applied to the full fiscal year.

Stock-based Compensation

We account for stock-based compensation awards in accordance with SFAS No. 123(R), Share-Based Payment (“SFAS 123(R)”), which requires public companies to recognize compensation expense for the grant-date fair value of awards of equity instruments granted to employees. This expense is recognized over the period during which employees are required to provide service. SFAS 123(R) also requires us to estimate forfeitures.

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Recently Issued Accounting Pronouncements

In March 2008, SFAS No. 161, Disclosure about Derivative Instruments and Hedging Activities—an amendment of SFAS No.133, (“SFAS 161”) was issued. SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities. SFAS 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early application encouraged. We do not anticipate SFAS 161 to have a material impact on our condensed consolidated financial statements.

In June 2007, the Emerging Issues Task Force (“EITF”) reached a consensus on Issue No. 06-11, Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards, (“EITF 06-11”). EITF 06-11 requires that the tax benefit related to dividend equivalents paid on restricted stock units that are expected to vest be recorded as an increase to additional paid-in capital. The consensus reached in EITF 06-11 should be applied prospectively to the income tax benefits of dividends declared in fiscal years beginning after December 15, 2007, and interim periods within those fiscal years. The adoption of EITF 06-11 on January 1, 2008 did not have a material impact on our condensed consolidated financial statements.

In February 2007, SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”), which allows companies to elect to measure certain financial assets and liabilities at fair value, was issued. The fair value election can be made on an instrument by instrument basis but is irrevocable once made. SFAS 159 is effective for the 2008 calendar year. We did not elect to apply SFAS 159 to any financial assets or liabilities.

In September 2006, SFAS No. 157, Fair Value Measurements (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value, and enhances disclosures about instruments carried at fair value, but does not change existing guidance as to whether or not an instrument should be carried at fair value, was issued. SFAS 157 is effective for the 2008 calendar year. The adoption of SFAS 157 did not have a material impact on our condensed consolidated financial statements.

FORWARD-LOOKING STATEMENTS

This report and other documents filed by us contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative versions of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties.

Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, those described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2007, which is accessible on the Securities and Exchange Commission’s Web site at http://www.sec.gov and on Cohen & Steers’ Web site at www.cohenandsteers.com. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of our business, we are exposed to the risk of interest rate, securities market and general economic fluctuations, which may have an adverse impact on the value of our investments and securities owned. At June 30, 2008, we had approximately $15.4 million of securities owned and approximately $8.9 million of securities sold but not yet purchased, which were comprised primarily of domestic equities. At June 30, 2008, we had approximately $75.1 million of investments, available-for-sale which were comprised of approximately $21.0 million invested in our sponsored mutual funds, $35.2 million invested in preferred securities, $14.6 million invested in foreign and domestic equities and $4.3 million invested in fixed income instruments as of June 30, 2008.

In addition, a significant majority of our revenue—approximately 87% and 81% for the three months ended June 30, 2008 and 2007, respectively—is derived from investment advisory agreements with our clients. Under these agreements, the investment advisory and administration fee we receive is typically based on the

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market value of the assets we manage. Accordingly, a decline in the prices of securities generally, and real estate securities in particular, may cause our revenue to decline by:

• causing the value of the assets we manage to decrease, which would result in lower investment advisory and administration fees; or

• causing our clients to withdraw funds in favor of investments that they perceive as offering greater opportunity or lower risk, which would also result in lower investment advisory and administration fees.

In addition, market conditions may preclude us from increasing the assets we manage in closed-end mutual funds. The market conditions for these offerings may not be as favorable in the future, which could adversely impact our ability to grow the assets we manage and realize higher fee revenue associated with such growth.

As of June 30, 2008, 44% of the assets we managed were concentrated in U.S. real estate common stocks. An increase in interest rates could have a negative impact on the valuation of REITs and other securities in our clients’ portfolios, which could reduce our revenue. In addition, an increase in interest rates could negatively impact our ability to increase open-end mutual fund assets and to offer new mutual funds.

Item 4. Controls and Procedures

Our management, including our co-chief executive officers and our chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of June 30, 2008. Based on that evaluation, our co-chief executive officers and chief financial officer have concluded that our disclosure controls and procedures as of June 30, 2008 were effective.

There has been no change in our internal control over financial reporting that occurred during the three months ended June 30, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1A. Risk Factors

For a discussion of our potential risks and uncertainties, please see Part 1, Item 1A of our 2007 Annual Report on Form 10-K filed with the SEC. There have been no material changes to the risk factors disclosed in Part 1, Item 1A of our 2007 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended June 30, 2008, we made the following purchases of our equity securities that are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 through April 30, 2008	146	(1)	$	27.05	—	—
May 1 through May 31, 2008	9,827	(1)	$	30.15	—	—
June 1 through June 30, 2008	845	(1)	$	28.87	—	—
Total	10,818		$	30.01	—	—

(1) Purchases made by us primarily to satisfy income tax withholding obligations of certain employees.

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Item 4. Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders of Cohen & Steers was held on May 9, 2008, for the purpose of considering and acting upon the following:

(1) Election of Directors. Six directors were elected and the votes cast for or against/withheld were as follows:

	Aggregate Votes
Nominees	For	Withheld
Martin Cohen	39,111,067	359,378
Robert H. Steers	39,111,167	359,278
Richard E. Bruce	38,709,102	761,343
Peter L. Rhein	38,708,777	761,668
Richard P. Simon	38,707,882	762,563
Edmond D. Villani	38,709,469	760,976

(2) Compensation Plans. Two matters were approved and the votes cast for or against and the abstentions were as follows:

	Aggregate Votes
	For	Against	Abstained
Approval of the Amended and Restated Cohen & Steers, Inc. 2004 Stock Incentive Plan	28,454,075	7,781,297	895,874
Approval of the Amended and Restated Cohen & Steers, Inc. 2004 Annual Incentive Plan	35,500,523	728,383	902,340

(3) Ratification of Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche LLP as our independent registered public accounting firm was ratified and the votes cast for or against and the abstentions were as follows:

	Aggregate Votes
	For	Against	Abstained
Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm	39,433,660	22,588	14,197

There were no broker non-votes. With respect to the preceding matters, holders of our common stock are entitled to one vote per share.

Item 5. Other Information

On August 7, 2008, the Board of Directors of the Company approved amendments to, and restated, the Company’s Amended and Restated By-Laws (the “Amended and Restated By-Laws”). The material changes effected by the adoption of the Amended and Restated By-Laws were to (i) implement a majority voting standard for the election of directors in uncontested elections, (ii) expand the information required to be provided by any stockholder who proposes director nominations or any other business for consideration at a meeting of stockholders, including disclosure of any hedging activity, and to require the periodic updating of such information, and (iii) update the advance notice provisions to ensure that such provisions are clear and unambiguous and that compliance with the notice procedures set forth in the Amended and Restated Bylaws is the exclusive means for a stockholder to make nominations or submit other business at a meeting of stockholders. The Amended and Restated By-Laws became effective on August 7, 2008.

A copy of the Amended and Restated By-Laws is attached as Exhibit 3.2 hereto and is hereby incorporated by reference.

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Item 6. Exhibits

Exhibit No.	Description
3.1	—Form of Amended and Restated Certificate of Incorporation of the Registrant(1)
3.2	—Form of Amended and Restated Bylaws of the Registrant (filed herewith)
4.1	—Specimen Common Stock Certificate(1)
4.2	—Form of Registration Rights Agreement among the Registrant, Martin Cohen, Robert H. Steers, The Martin Cohen 1998 Family Trust and Robert H. Steers Family Trust(1)
10.1	—Amended and Restated Cohen & Steers, Inc. 2004 Stock Incentive Plan*(2)
10.2	—Amended and Restated Cohen & Steers, Inc. 2004 Annual Incentive Plan*(2)
31.1	—Certification of the co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2	—Certification of the co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.3	—Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1	—Certification of the co-Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2	—Certification of the co-Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.3	—Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

(1) Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-114027), as amended, originally filed with the Securities and Exchange Commission on March 30, 2004.

(2) Incorporated by reference to the Registrant’s Current Report on Form 8-K (Commission File No. 001-32236) filed on May 15, 2008.

* Denotes compensatory plan

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 11, 2008	COHEN & STEERS, INC.
	/S/    MATTHEW S. STADLER
	Name: Matthew S. Stadler
	Title: Executive Vice President & Chief Financial Officer

Date: August 11, 2008	COHEN & STEERS, INC.
	/S/    BERNARD M. DOUCETTE
	Name: Bernard M. Doucette
	Title: Senior Vice President & Chief Accounting Officer

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EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

BY-LAWS

OF

COHEN & STEERS, INC.

ARTICLE I.

STOCKHOLDERS

Section 1. The annual meeting of the stockholders of the corporation for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on such date, and at such time and place, if any, within or without the State of Delaware as may be designated from time to time by the Board of Directors.

Section 2. Special meetings of the stockholders of the corporation may be called only by the Chief Executive Officer of the corporation or by the Board of Directors pursuant to a resolution approved by the Board of Directors.

Section 3. Except as otherwise provided by law, notice of the time, place (if any) and, in the case of a special meeting, the purpose or purposes of the meeting of stockholders shall be given not earlier than sixty, nor less than ten, days previous thereto, to each stockholder of record entitled to vote at the meeting at such address as appears on the records of the corporation.

Section 4. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Amended and Restated Certificate of Incorporation; but if at any meeting of stockholders there shall be less than a quorum present, the stockholders present may adjourn the meeting from time to time without further notice other than announcement at the meeting until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5. The Chairman of the Board, or in the Chairman’s absence or at the Chairman’s direction, the Chief Executive Officer, or in the Chief Executive Officer’s absence or at the Chief Executive Officer’s direction, any officer of the corporation shall call all meetings of the stockholders to order and shall act as Chairman of such meeting. The Secretary of the corporation or, in such officer’s absence, an Assistant Secretary shall act as secretary of the meeting. If neither the Secretary nor an Assistant Secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting. Unless otherwise determined by the Board of Directors prior to the meeting, the Chairman of the meeting shall determine the order of business and shall have the authority in his or her discretion to regulate the conduct of any such meeting, including, without limitation, by imposing restrictions on the persons (other than stockholders of the corporation or their duly appointed proxies) who may attend any such meeting, whether any stockholder or stockholders’ proxy may be excluded from any meeting of stockholders based upon any determination by the Chairman, in his or her sole discretion, that any such person has unduly disrupted or is likely to disrupt the proceedings thereat, and the circumstances in which any person may make a statement or ask questions at any meeting of stockholders.

Section 6. At all meetings of stockholders, any stockholder entitled to vote thereat shall be entitled to vote in person or by proxy, but no proxy shall be voted after three years from its date, unless such proxy provides for a longer period. Without limiting the manner in which a stockholder may authorize another person or persons to act for the stockholder as proxy pursuant to the General Corporation Law of the State of Delaware, the following shall constitute a valid means by which a stockholder may grant such authority: (1) a stockholder may execute a writing authorizing another person or persons to act for the stockholder as proxy, and execution of the writing may be accomplished by the stockholder or the stockholder’s authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature; or (2) a stockholder may authorize

another person or persons to act for the stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspector or inspectors of stockholder votes or, if there are no such inspectors, such other persons making that determination shall specify the information upon which they relied.

Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to the preceding paragraph of this Section 6 may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Proxies shall be filed with the Secretary of the meeting prior to or at the commencement of the meeting to which they relate.

Section 7. When a quorum is present at any meeting, the vote of the holders of a majority in voting power of the stock present in person or represented by proxy and entitled to vote on the matter shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Amended and Restated Certificate of Incorporation, these By-Laws, the rules or regulations of any stock exchange applicable to the corporation or applicable law or regulation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 8. In order that the corporation may determine the stockholders (a) entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or (b) entitled to consent to corporate action in writing without a meeting, or (c) entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date (i) in the case of clause (a) above, shall not be more than sixty nor less than ten days before the date of such meeting, (ii) in the case of clause (b) above, shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors, and (iii) in the case of clause (c) above, shall not be more than sixty days prior to such action. If for any reason the Board of Directors shall not have fixed a record date for any such purpose, the record date for such purpose shall be determined as provided by law. Only those stockholders of record on the date so fixed or determined shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the corporation after any such record date so fixed or determined.

Section 9. The officer who has charge of the stock ledger of the corporation shall prepare and make at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, the principal place of business of the corporation. The list shall also be produced at the time and kept at the place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 10. The Board of Directors, in advance of all meetings of the stockholders, shall appoint one or more inspectors, who may be employees of the corporation or stockholders or their proxies, but not directors of the corporation or candidates for office. In the event that the Board of Directors fails to so appoint inspectors or, in the event that one or more inspectors previously designated by the Board of Directors fails to appear or act at the meeting of stockholders, the Chairman of the meeting may appoint one or more inspectors to fill such vacancy or vacancies. Inspectors appointed to act at any meeting of the stockholders, before entering upon the discharge of their duties, shall be sworn faithfully to execute the duties of inspector with strict impartiality and according to the best of their ability and the oath so taken shall be subscribed by them. Inspectors shall, subject to the power of the Chairman of the meeting to open and close the polls, take charge of the polls, and, after the voting, shall make a certificate of the result of the vote taken.

Section 11. (A) Annual Meetings of Stockholders. (1) Nominations of persons for election to the Board of Directors of the corporation and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the corporation’s notice of meeting (or any supplement thereto) delivered pursuant to Article I, Section 3 of these By-Laws, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the corporation who is entitled to vote at the meeting, who complied with the notice procedures set forth in subparagraphs (2) and (3) of this paragraph (A) of this By-Law and who was a stockholder of record at the time such notice is delivered to the Secretary of the corporation.

(2) For nominations or other business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation, and, in the case of business other than nominations of persons for election to the Board of Directors, such other business must be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than twenty days, or delayed by more than seventy days, from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made; and provided further, that for purposes of the application of Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor provision), the date for notice specified in this paragraph (A)(2) shall be the earlier of the date calculated as hereinbefore provided or the date specified in paragraph (c)(1) of Rule 14a-4.

Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the by-laws of the corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner, (ii) the class or series and number of shares of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a representation that the stockholder intends to appear in person or by proxy at the meeting to propose such business or nomination, and (iv) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (B) otherwise to solicit proxies from stockholders in support of such proposal or nomination; (d) a description of any agreement, arrangement or understanding with respect to the nomination or proposal and/or the voting of shares of any class or series of stock of the company between or among the stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination or proposal is made, any of their respective affiliates or associates and/or any others acting in concert with any of the foregoing (collectively, “proponent persons”); and (e) a description of any agreement, arrangement or understanding (including without limitation any contract to purchase or sell, acquisition or grant of any option, right or warrant to purchase or sell, swap or other instrument) the intent or effect of which may be (i) to transfer to or from any proponent person, in whole or in part, any of the economic consequences of ownership of any security of the corporation, (ii) to increase or decrease the voting power of any proponent person with respect to shares of any class or series of stock of the corporation and/or (iii) to provide any proponent person, directly or indirectly, with the opportunity to profit or share in any profit derived from, or to otherwise benefit economically from, any increase or decrease in the value of any security of the company. A stockholder providing notice of a proposed nomination for election to the Board of Directors of the corporation or other business proposed to be brought before a meeting (whether given pursuant to this paragraph (A)(2) or paragraph (B) of these Bylaws) shall update and supplement such notice from time to time to the extent necessary so that the information provided or required to be provided in

such notice shall be true and correct as of the record date for the meeting and as of the date that is 15 days prior to the meeting or any adjournment or postponement thereof; such update and supplement shall be delivered in writing to the Secretary at the principal executive offices of the corporation not later than 5 days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than 10 days prior to the date for the meeting or any adjournment or postponement thereof (in the case of the update and supplement required to be made as of 15 days prior to the meeting or any adjournment or postponement thereof). The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the corporation.

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this By-Law to the contrary, in the event that the number of directors to be elected to the Board of Directors of the corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the corporation at least eighty days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this By-Law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the corporation.

(B) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting pursuant to Article I, Section 3 of these By-Laws. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in this By-Law and who is a stockholder of record at the time such notice is delivered to the Secretary of the corporation. In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the corporation’s notice of meeting if the stockholder’s notice as required by paragraph (A)(2) of this By-Law shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.

(C) General. (1) Only persons who are nominated in accordance with the procedures set forth in this By-Law shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this By-Law. Except as otherwise provided by law, the Amended and Restated Certificate of Incorporation or these By-Laws, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this By-Law and, if any proposed nomination or business is not in compliance with this By-Law, to declare that such defective nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 11, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the corporation to present a nomination or business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of this Section 11, to be considered a qualified representative of the stockholder, a person must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(2) For purposes of this By-Law, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed or furnished by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3) For purposes of this By-Law, no adjournment or postponement nor notice of adjournment or postponement of any meeting shall be deemed to constitute a new notice of such meeting for purposes of this Section 11, and in order for any notification required to be delivered by a stockholder pursuant to this Section 11 to be timely, such notification must be delivered within the periods set forth above with respect to the originally scheduled meeting.

(4) Notwithstanding the foregoing provisions of this By-Law, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-Law; provided however, that any references in these By-Laws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this By-Law (including paragraphs (A)(1)(c) and (B) hereof), and compliance with paragraphs (A)(1)(c) and (B) of this By-Law shall be the exclusive means for a stockholder to make nominations or submit other business.

ARTICLE II.

BOARD OF DIRECTORS

Section 1. The Board of Directors of the corporation shall consist of such number of directors as shall from time to time be fixed exclusively by resolution of the Board of Directors. Directors shall (except as hereinafter provided for the filling of vacancies and newly created directorships) be elected by the vote of the majority of the votes cast with respect to that director’s election at any meeting for the election of directors at which a quorum is present, provided that if, as of the tenth (10th) day preceding the date the corporation first transmits its notice of meeting for such meeting to the stockholders of the corporation, or at anytime thereafter, the number of nominees exceeds the number of directors to be elected (a “Contested Election”), the directors shall be elected by the vote of a plurality of the votes cast. For purposes of this By-Law, a majority of votes cast shall mean that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and “broker nonvotes” not counted as a vote cast either “for” or “against” that director’s election). The corporation’s corporate governance guidelines have established procedures with respect to the resignation of any director who does not receive a majority of the votes cast in an election that is not a Contested Election.

Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier resignation or removal. Subject to the Amended and Restated Certificate of Incorporation of the corporation, unless otherwise required by law, any newly created directorship on the Board of Directors that results from an increase in the number of directors and any vacancy occurring in the Board of Directors shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

If the Board of Directors accepts a director’s resignation pursuant to the corporation’s corporate governance guidelines, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors may fill the resulting vacancy pursuant to the provisions of the second paragraph of this By-Law.

A majority of the total number of directors then in office (but not less than one-third of the number of directors constituting the entire Board of Directors) shall constitute a quorum for the transaction of business and, except as otherwise provided by law or by the Amended and Restated Certificate of Incorporation, the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. Directors need not be stockholders.

Section 2. Meetings of the Board of Directors shall be held at such place, if any, within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of any meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon the call of the Chairman of the Board or the Chief Executive Officer, by oral or written notice, including, telegraph, telex or transmission of a telecopy, e-mail or other means of transmission, duly served on or sent or mailed to each director to such director’s address or telecopy number as shown on the books of the corporation not less than one day before the meeting. The notice of any meeting need not specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place

at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting in person (except when the director attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened), or who shall waive notice thereof, before or after such meeting, in writing.

Section 3. Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Stock issued by the corporation shall have the right, voting separately by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal, and other features of such directorships shall be governed by the terms of the Amended and Restated Certificate of Incorporation applicable thereto. The number of directors that may be elected by the holders of any such series of Preferred Stock shall be in addition to the number fixed by or pursuant to the By-Laws. Except as otherwise expressly provided in the terms of such series, the number of directors that may be so elected by the holders of any such series of stock shall be elected for terms expiring at the next annual meeting of stockholders, and vacancies among directors so elected by the separate vote of the holders of any such series of Preferred Stock shall be filled by the affirmative vote of a majority of the remaining directors elected by such series, or, if there are no such remaining directors, by the holders of such series in the same manner in which such series initially elected a director.

Section 4. If at any meeting for the election of directors, the corporation has outstanding more than one class of stock, and one or more such classes or series thereof are entitled to vote separately as a class to elect directors, and there shall be a quorum of only one such class or series of stock, that class or series of stock shall be entitled to elect its quota of directors notwithstanding absence of a quorum of the other class or series of stock.

Section 5. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law shall have and may exercise all the powers and authority provided in the resolution of the Board of Directors in the management of the business and affairs of the corporation.

Section 6. Unless otherwise restricted by the Amended and Restated Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors.

Section 7. The members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such a meeting.

Section 8. The Board of Directors may establish policies for the compensation of directors and for the reimbursement of the expenses of directors, in each case, in connection with services provided by directors to the corporation.

ARTICLE III.

OFFICERS

Section 1. The Board of Directors, after each annual meeting of the stockholders, shall elect officers of the corporation, including a Chief Executive Officer and a Secretary. The Board of Directors may also from time to time elect such other officers (including one or more Presidents, Chief Operating Officers, Vice Presidents, a Treasurer, one or more Assistant Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers) as it may deem proper or may delegate to any elected officer of the corporation the power to appoint and remove any such other officers and to prescribe their respective terms of office,

authorities and duties. Any Vice President may be designated Executive, Senior or Corporate, or may be given such other designation or combination of designations as the Board of Directors may determine. Any two or more offices may be held by the same person. The Board of Directors may also elect or appoint a Chairman of the Board who may or may not be an officer of the corporation. The Board of Directors may elect or appoint co-Chairmen of the Board or co-Chief Executive Officers and, in such case, references in these By-Laws to the Chairman of the Board or to the Chief Executive Officer shall refer to either such co-Chairman of the Board or co-Chief Executive Officer, as the case may be.

Section 2. All officers of the corporation elected by the Board of Directors shall hold office for such term as may be determined by the Board of Directors or until their respective successors are chosen and qualified. Any officer may be removed from office at any time either with or without cause by the affirmative vote of a majority of the members of the Board then in office, or, in the case of appointed officers, by any elected officer upon whom such power of removal shall have been conferred by the Board of Directors.

Section 3. Each of the officers of the corporation elected by the Board of Directors or appointed by an officer in accordance with these By-Laws shall have the powers and duties prescribed by law, by the By-Laws or by the Board of Directors and, in the case of appointed officers, the powers and duties prescribed by the appointing officer, and, unless otherwise prescribed by the By-Laws or by the Board of Directors or such appointing officer, shall have such further powers and duties as ordinarily pertain to that office. The Chief Executive Officer shall have the general direction of the affairs of the corporation.

Section 4. Unless otherwise provided in these By-Laws, in the absence or disability of any officer of the corporation, the Board of Directors may, during such period, delegate such officer’s powers and duties to any other officer or to any director and the person to whom such powers and duties are delegated shall, for the time being, hold such office.

ARTICLE IV.

CERTIFICATES OF STOCK

Section 1. The shares of stock of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the Chairman of the Board of Directors, or the Chief Executive Officer or a President or Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation, or as otherwise permitted by law, representing the number of shares registered in certificate form. Any or all the signatures on the certificate may be a facsimile.

Section 2. Transfers of stock shall be made on the books of the corporation by the holder of the shares in person or by such holder’s attorney upon surrender and cancellation of certificates for a like number of shares, or as otherwise provided by law with respect to uncertificated shares.

Section 3. No certificate for shares of stock in the corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of such evidence of such loss, theft or destruction and upon delivery to the corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors in its discretion may require.

ARTICLE V.

CORPORATE BOOKS

The books of the corporation may be kept outside of the State of Delaware at such place or places as the Board of Directors may from time to time determine.

ARTICLE VI.

CHECKS, NOTES, PROXIES, ETC.

All checks and drafts on the corporation’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, shall be signed by such officer or officers or agent or agents as shall be authorized from time to time by the Board of Directors. Proxies to vote and consents with respect to securities of other corporations owned by or standing in the name of the corporation may be executed and delivered from time to time on behalf of the corporation by the Chairman of the Board, the Chief Executive Officer, or by such officers as the Board of Directors may from time to time determine.

ARTICLE VII.

FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January in each year and shall end on the thirty-first day of December following.

ARTICLE VIII.

CORPORATE SEAL

The corporate seal shall have inscribed thereon the name of the corporation. In lieu of the corporate seal, when so authorized by the Board of Directors or a duly empowered committee thereof, a facsimile thereof may be impressed or affixed or reproduced.

ARTICLE IX.

AMENDMENTS

These By-Laws may be amended, added to, rescinded or repealed at any meeting of the Board of Directors or of the stockholders, provided notice of the proposed change was given in the notice of the meeting of the stockholders or, in the case of a meeting of the Board of Directors, in a notice given not less than two days prior to the meeting.

ARTICLE X.

INDEMNIFICATION

Section 1. To the fullest extent permitted by the laws of the State of Delaware as it presently exists or may hereafter be amended, the corporation shall indemnify any person (and such person’s heirs, executors or administrators) who was or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the corporation or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person, or a person for whom such person was the legal representative, is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, limited liability company, nonprofit entity or other enterprise, for and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals. Notwithstanding the preceding sentence, except as otherwise provided in Article X, Section 3 of these By-Laws, the corporation shall be required to indemnify a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the Board of Directors of the corporation.

Section 2. To the fullest extent permitted by the laws of the State of Delaware, the corporation shall promptly pay expenses (including attorneys’ fees) incurred by any person described in Article X, Section 1 of these By-Laws in appearing at, participating in or defending any action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, including appeals, upon presentation of an undertaking on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified under this Article X or otherwise.

Section 3. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Article X is not paid in full within thirty days after a written claim therefor by any person described in Article X, Section 1 of these By-Laws has been received by the corporation, such person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that such person is not entitled to the requested indemnification or advancement of expenses under applicable law.

Section 4. To the fullest extent permitted by the laws of the State of Delaware, the corporation may purchase and maintain insurance on behalf of any person described in Article X, Section 1 of these By-Laws against any liability asserted against such person, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article X or otherwise.

Section 5. The provisions of this Article X shall be applicable to all actions, claims, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after its adoption. The provisions of this Article X shall be deemed to be a contract between the corporation and each director or officer (or legal representative thereof) who serves in such capacity at any time while this Article X and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any amendment, modification or repeal hereof shall not affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts. If any provision of this Article X shall be found to be invalid or limited in application by reason of any law or regulation, it shall not affect the validity of the remaining provisions hereof. The rights of indemnification provided in this Article X shall neither be exclusive of, nor be deemed in limitation of, any rights to which any person may otherwise be or become entitled or permitted by contract, the Amended and Restated Certificate of Incorporation, these By-Laws, vote of stockholders or directors or otherwise, or as a matter of law, both as to actions in such person’s official capacity and actions in any other capacity, it being the policy of the corporation that indemnification of any person whom the corporation is obligated to indemnify pursuant to Article X, Section 1 of these By-Laws shall be made to the fullest extent permitted by law.

Section 6. For purposes of this Article X, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries.

Section 7. This Article X shall not limit the right of the corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to, and purchase and maintain insurance on behalf of, persons other than persons described in Article X, Section 1 of these By-Laws.

EX-31.1

Exhibit 31.1

CO-CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Martin Cohen, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2008 of Cohen & Steers, Inc. (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15((f) and 15d-15(f)) for the Registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls over financial reporting.

Dated: August 11, 2008	/s/ Martin Cohen
	Martin Cohen
	Co-Chief Executive Officer

EX-31.2

Exhibit 31.2

CO-CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Robert H. Steers, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2008 of Cohen & Steers, Inc. (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15((f) and 15d-15(f)) for the Registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting;

5. The Registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls over financial reporting.

Dated: August 11, 2008	/s/ Robert H. Steers
	Robert H. Steers
	Co-Chief Executive Officer

EX-31.3

Exhibit 31.3

CHIEF FINANCIAL OFFICER CERTIFICATION

I, Matthew S. Stadler, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2008 of Cohen & Steers, Inc. (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15((f) and 15d-15(f)) for the Registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting;

5. The Registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls over financial reporting.

Dated: August 11, 2008	/s/ Matthew S. Stadler
	Matthew S. Stadler
	Executive Vice President & Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of the Co-Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Cohen & Steers, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Martin Cohen, Co-Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 11, 2008	/s/ Martin Cohen
	Martin Cohen
	Co-Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification of the Co-Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Cohen & Steers, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert H. Steers, Co-Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 11, 2008	/s/ Robert H. Steers
	Robert H. Steers
	Co-Chief Executive Officer

EX-32.3

Exhibit 32.3

Certification of the Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Cohen & Steers, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew S. Stadler, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 11, 2008	/s/ Matthew S. Stadler
	Matthew S. Stadler
	Executive Vice President & Chief Financial Officer