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<TYPE>EX-99.2R
<SEQUENCE>13
<FILENAME>ex99-2ri.txt
<DESCRIPTION>EXHIBIT (R)I
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                              COHEN & STEERS FUNDS

                                 Code of Ethics

                         Adopted Pursuant to Rule 17j-1
                    Under the Investment Company Act of 1940

     1. Purposes

     This Code of Ethics has been adopted by the Board of Directors of each
Cohen & Steers Fund in accordance with Rule 17j-l(c) under the Investment
Company Act of 1940 (the "Act"). Rule 17j-1 generally proscribes fraudulent or
manipulative practices with respect to purchases or sales of securities held or
to be acquired by investment companies. The purpose of this Code of Ethics is to
provide regulations and procedures consistent with the Act and Rule 17j-1
designed to give effect to the general prohibitions set forth in Rule 17j-l(b),
which read as follows:

     "(b) Unlawful actions. It shall be unlawful for any affiliated person of or
principal underwriter for a Fund, or any affiliated person of an investment
adviser of or principal underwriter for a Fund, in connection with the purchase
or sale, directly or indirectly, by such person of a Security Held or to be
Acquired by the Fund:

     (1) To employ any device, scheme or artifice to defraud the Fund;

     (2) To make any untrue statement of a material fact to the Fund or omit to
state a material fact necessary in order to make the statements made to the
Fund, in light of the circumstances under which they are made, not misleading;

     (3) To engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit on the Fund; or

     (4) To engage in any manipulative practice with respect to the Fund.

     All material changes to this Code also shall be subject to Board approval.
In approving the Code and any material changes, the Directors shall determine
that the Code contains provisions reasonably necessary to prevent "Access
Persons" (as defined below) from engaging in any conduct specified in Rule
17j-1(b). Prior to approving this Code or any material changes, the Investment
Adviser, on behalf of itself and each Fund, shall provide a certification that
the Fund has adopted procedures reasonably necessary to prevent Access Persons
from violating this Code of Ethics.

     2. Application

     (a) This Code of Ethics applies to the "Access Persons" of each Fund (as
such term is defined in Section 3).

     (b) Each Fund will maintain a list of all its Access Persons and will
provide each








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Access Person with a copy of this Code of Ethics.

     3. Definitions

     (a) "Fund" means each Cohen & Steers Fund.

     (b) "Investment Adviser" means Cohen & Steers Capital Management, Inc.

     (c) "Access Person" means any director, officer, or Advisory Person of the
Fund, or of the Investment Adviser.

     (d) "Advisory Person" of the Fund or of the Investment Adviser means (a)
any employee of the Fund or of the Investment Adviser (or of any company in a
control relationship to the Fund or Investment Adviser, including any subsidiary
or affiliate of the Investment Adviser), and (b) any other natural person in a
control relationship to the Fund or the Investment Adviser who obtains
information concerning recommendations made to the Fund with regard to the
purchase or sale of Covered Securities by the Fund.

     (e) A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and communicated or,
with respect to the person making the recommendation, when the person gives
serious consideration to making a recommendation.

     (f) "Beneficial ownership" shall be interpreted in the same manner as it
would be in determining whether a person is subject to the provisions of Section
16 of the Securities Exchange Act of 1934, and the rules and regulations
thereunder.

     (g) "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Act.

     (h) "Independent Director" means a director of the Fund who is not an
"interested person" of the Fund within the meaning of Section 2(a)(19) of the
Act.

     (i) "Purchase or Sale of a Covered Security" includes, among other things,
the writing of an option to purchase or sell a Covered Security.

     (j) "Covered Security" shall have the meaning set forth in Section 2(a)(36)
of the Investment Company Act of 1940, except that it shall not include direct
obligations of the Government of the United States; bankers' acceptances, bank
certificates of deposit, commercial paper, and high-quality short-term debt
instruments, including repurchase agreements; or shares issued by registered
open-end Funds.

     4. Exempted Transactions

     The prohibitions of Section 5 of this Code shall not apply to:






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     (a) Purchases or sales effected in any account over which the Access Person
has no direct or indirect influence or control (including any account that is
managed on a discretionary basis by a person other than the Access Person and
with respect to which the Access Person does not in fact influence or control
the transactions).

     (b) Purchases or sales of securities that are not eligible for purchase or
sale by a Fund.

     (c) Purchases or sales that are non-volitional on the part of either the
Access Person or a Fund.

     (d) Purchases that are part of an automatic dividend reinvestment plan.

     (e) Purchases effected upon the exercise of rights issued by an issuer pro
rata to all holders of a class of its securities, to the extent those rights
were acquired from the issuer, and sales of rights so acquired.

     (f) Purchases or sales of securities that receive the prior approval of the
Chairman or the President of a Fund (such approving officer having no personal
interest in the purchases or sales) because they: (i) are only remotely
potentially harmful to a Fund, (ii) would be very unlikely to affect a highly
institutional market, or (iii) clearly are not related economically to the
securities to be purchased, or sold or held by a Fund.

     5. Prohibited Purchases and Sales

     (a) Unless prior approval is obtained in accordance with Section 4(f)
above, no officer, director or employee of the Fund, and no Advisory Person of
the Fund or of the Investment Adviser, shall purchase or sell, directly or
indirectly, any Covered Security in which he has, or by reason of such
transactions acquires, any direct or indirect beneficial ownership and which the
person knew or reasonably should have known at the time of such purchase or sale
that, within the most recent 15 days:

         (1) is being or has been considered for purchase or sale by a Fund; or

         (3) is being purchased or sold by a Fund.

     (b) No Access Person shall reveal to any other person (except in the normal
course of his duties on behalf of the Fund or the Investment Adviser) any
information regarding securities transactions by the Fund or the consideration
by the Fund or the Investment Adviser of any securities transactions.








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     (c) With the exception of the Independent Directors, no Access Person shall
purchase any Covered Security issued in an initial public offering ("IPO"). No
Independent Director shall invest in any shares issued in an IPO if, at the time
of that transaction, the Independent Director knew or, in the ordinary course
of fulfilling his official duties, should have known that, during the 15-day
period immediately preceding or after the date of the transaction, the Covered
Security is or was purchased or sold by the Fund, or is or was being considered
for purchase or sale by the Fund.

     (d) With the exception of the Independent Directors, no Access Person shall
purchase any Covered Security issued in a private placement unless the Chairman
or President approves the transaction in advance. In determining whether or not
to grant such approval, the Chairman or President will consider whether the
investment opportunity should be reserved for the Fund and whether 005 the
opportunity is being offered by virtue of the Access Person's position with the
Fund or the Investment Adviser. The Assistant Secretary shall maintain a written
record of decisions to permit these transactions, along with the reasons
supporting the decision. Any Access Person who has been authorized to acquire
securities in a private placement must disclose the investment to the Chairman
or President if the Access Person is involved in any subsequent consideration of
an investment in the issuer, and these investment decisions will be subject to
independent review by the Board of Directors.

     No Independent Director shall invest in any shares issued in a private
placement if, at the time of that transaction, the Independent Director knew
or, in the ordinary course of fulfilling his official duties, should have known
that, during the 15-day period immediately preceding or after the date of the
transaction, the Covered Security is or was being purchased or sold by the Fund,
or is or was being considered for purchase or sale by the Fund.

     6. Reporting

     (a) Every Access Person, except the Independent Directors, shall report to
the Secretary or Assistant Secretary of the Fund (i) a list of all Covered
Securities held, and any account held with a broker, dealer or bank, at the time
the person becomes an Access Person; (ii) each year thereafter, a list of all
Covered Securities and accounts held; and (iii) the information described
in Section 6(c) of this Code with respect to transactions in any Covered
Security in which the Access Person has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership in the Covered Security;
provided, however, that an Access Person shall not be required to make a report
with respect to transactions effected in any account over which the Access
Person does not have any direct or indirect influence or control or in any
account that is managed on a discretionary basis by a person other than the
Access Person and with respect to which the Access Person does not in fact
influence or control the transactions. The Secretary or Assistant Secretary of
each Fund shall maintain the reports and other records required by Rule 17j-1
under the Act.

     (b) An Independent Director need only report to the Secretary or Assistant
Secretary of the Fund a transaction if the Independent Director, at the time of
that transaction, knew or, in the ordinary course of fulfilling his official
duties, should have known that, during the 15-day







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period immediately preceding or after the date of the transaction, the
Covered Security is or was being purchased or sold by the Fund, or is or was
being considered for purchase or sale by the Fund. An Independent Director need
not provide an initial or annual report of portfolio holdings and accounts.

     (c) Every report shall be in writing and shall be delivered not later than
(i) 10 days after the person becomes an Access Person, with respect to the
initial portfolio holdings and accounts report; and (ii) 10 days after the end
of the calendar quarter in which a transaction to which the report relates was
effected. Quarterly reports shall contain the following information:

         (1) The date of the transaction, the title, interest rate and maturity
             date (if applicable), the number of shares and the principal amount
             of each Covered Security involved;

         (2) The nature of the transaction (i.e., purchase, sale or any other
             type of acquisition or disposition);

         (3) The price at which the transaction was effected;

         (4) The name of the broker, dealer or bank with or through whom the
             transaction was effected;

         (5) The name of any broker, dealer or bank with whom an account was
             opened during the quarter; and

         (6) The date the report is submitted.

     (d) Any report may contain a statement that the report shall not be
construed as an admission by the person making the report that he has any direct
or indirect beneficial ownership in the security to which the report relates.

     (e) All reports furnished pursuant to this Section shall be reviewed by the
Funds' Assistant Secretary, who shall report to the Chairman and President all
potential violations of the Code of Ethics. These will be kept confidential,
subject to the rights of inspection by the Directors of each Fund and by
the Securities and Exchange Commission.

     (f) The Investment Adviser, on behalf each Fund, shall furnish annually to
the Directors a written report (i) describing any issues arising under this Code
of Ethics or the related supervisory procedures, including but not limited to
information about material violations of the Code of Ethics or procedures, and
sanctions imposed in response to the material violations; and (ii) certifying
that the Fund has adopted procedures reasonably necessary to prevent Access
Persons from violating the Code of Ethics.





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     7. Sanctions

     Upon receiving notice of a violation of this Code, the Directors of the
each Fund may impose such sanctions as they deem appropriate, including, among
other things, a letter of censure or suspension or termination of the employment
of the violator.

Explanatory Notes to Code of Ethics

     1. The information on portfolio holdings, and securities transactions,
received and recorded by the Investment Adviser pursuant to the requirements of
Rule 204-2(a)(12) under the Investment Advisers Act of 1940 shall be deemed to
satisfy the reporting requirements imposed on Access Persons of the Investment
Adviser by Section 6 of this Code of Ethics.

     2. For purposes of Section 3(c), 3(d) and 5 of this Code of Ethics, all
employees of the Investment Adviser, and its affiliates and subsidiaries, shall
be deemed Advisory Persons of the Fund or of the Investment Adviser.



September 1999










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