<DOCUMENT>
<TYPE>EX-99.2R
<SEQUENCE>14
<FILENAME>ex99-2rii.txt
<DESCRIPTION>EXHIBIT (R)II
<TEXT>

<PAGE>

                     COHEN & STEERS CAPITAL MANAGEMENT, INC.

                                 CODE OF ETHICS


                                  INTRODUCTION

                This Code of Ethics shall apply to all directors,
                officers and employees of Cohen & Steers Capital
              Management, Inc., and of each of its subsidiaries and
                                   affiliates.

FOR PURPOSES OF THIS CODE:

(a) "Access Person" means any director, officer or employee of Cohen & Steers
Capital Management, Inc., and of each of its subsidiaries or affiliates
("Cohen & Steers").

(b) Purchase or sale of a security includes, among other things, the writing
of any option to purchase or sell a security or any transaction by reason of
which a person acquires or disposes of any direct or indirect ownership in
a security.

(c) A security is "being considered for purchase or sale" when a recommendation
to purchase or sell a security has been made and communicated and, with respect
to the person making the recommendation, when a person seriously considers
making such a recommendation.

THIS CODE APPLIES TO ALL TRANSACTIONS (OTHER THAN BONA FIDE CLIENT TRANSACTIONS)
IN ALL ACCOUNTS IN WHICH AN ACCESS PERSON MAY EXERCISE CONTROL OR HAS A
BENEFICIAL INTEREST. UPON DISCOVERING A VIOLATION OF THIS CODE, THE CHAIRMAN OR
PRESIDENT MAY IMPOSE SUCH SANCTIONS AS DEEMED APPROPRIATE, INCLUDING A LETTER OF
CENSURE OR SUSPENSION OR EVEN TERMINATION OF THE EMPLOYMENT OF THE VIOLATOR.
FURTHER, ANY PROFITS REALIZED IN CONNECTION WITH A VIOLATION OF THIS CODE WILL
BE REQUIRED TO BE DISGORGED.


PROHIBITED TRANSACTIONS

The following transactions are prohibited, except as provided for below:

(a) No Access Person shall purchase or sell any security that the Access
Person knew or reasonably should have known is being or has been considered
for purchase or sale for a Client, or is being purchased or sold by a Client.





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(b) No Access Person shall purchase or sell any security issued or guaranteed by
a real estate investment trust or other company engaged in the real estate
business (as defined below), except that an Access Person may invest in shares
of Cohen & Steers Realty Shares, Inc., Cohen & Steers Special Equity Fund, Inc.
and Cohen & Steers Equity Income Fund, Inc. and, with the written prior approval
of the Chairman or President, shares of Cohen & Steers Realty Income Fund, Inc.
and Cohen & Steers Total Return Realty Fund, Inc. (see Attachment A).

(c) No Access Person shall purchase any security issued in an initial public
offering.

(d) No Access Person shall purchase any security issued in a private placement
unless the Chairman or President approves the transaction in advance. In
determining whether or not to grant approval, the Chairman or President will
consider whether the investment opportunity should be reserved for a Client and
whether the opportunity is being offered by virtue of the Access Person's
position with Cohen & Steers. The general counsel 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 investment personnel with no personal interest in the
issuer.

(e) No Access Person shall execute any securities transaction on a day during
which any Client has a pending buy or sell order in that same security until
that order is executed or withdrawn. Furthermore, no Access Person shall buy or
sell a security within seven calendar days before or after a Client trades in
that security.

(f) No Access Person shall receive any gift of more than de minimis value from
any person or entity that does business with or on behalf of Cohen & Steers, its
affiliates and subsidiaries, or a Client.

(g) No Access Person shall serve on the board of directors of a publicly traded
company, unless approved in advance by the Chairman or President. This
authorization will be provided only if the Chairman or President concludes that
service on the board would be consistent with the interests of Clients. Access
Persons who have received this approval shall not trade for a Client or their
own account in the securities of the company while in possession of material,
non-public information ("Inside Information"). Cohen & Steers' Inside
Information Policy and Procedures provide further details on the obligations of
Access Persons concerning Inside Information.


EXEMPTED TRANSACTIONS

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The prohibitions of this Code shall not apply to:

(a) Purchases or sales effected in any account over which the Access Person has
no direct or indirect influence (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 that are non-volitional on the part of either the Access
Person or a Client.

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

(d) 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 these rights were
acquired from the issuer, and sales of rights so acquired.

(e) Purchases or sales that receive the prior approval of the Chairman or
President of Cohen & Steers (such approving officer having no personal interest
in such purchases or sales) because they: (i) are only remotely potentially
harmful to any Client account, (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 on behalf of a Client or (iv) are a
result of the sale of securities that were acquired prior to February 1995 (and
such person was an employee of Cohen & Steers Capital Management, Inc. prior to
February 1995) or acquired prior to the time a person became an employee of
Cohen & Steers. The general counsel shall maintain a written record of decisions
to permit these transactions, along with the reasons supporting the decision.

REPORTING

(a) Every Access Person shall report all transactions in any security in which
the Access Person has, or by reason of such transaction acquires, any direct or
indirect beneficial ownership in the security; provided, however, that an Access
Person shall not be required to report transactions effected for any account
over which the Access Person does not have any direct or indirect influence or
control.

(b) Every report shall be made not later than 10 days after the end of the
calendar quarter in which the transaction to which the report relates was
effected, and shall contain the following information:

         (i) the date of the transaction, the title, interest rate and maturity
         date (if applicable), the number of shares, and the principal amount of
         the security involved;

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


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         (iii)  the price at which the transaction was effected;

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

         (v) with respect to any account established by the Access Person during
         the quarter, the name of the broker, dealer or bank with whom the
         Access Person established the account and the date the account was
         established; and

         (vi) the date the report is submitted.

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

(d) Every Access Person must provide a list of all personal securities holdings
no later than 10 days after commencement of employment ("Initial Holdings
Report") and no later than 30 days after the beginning of each year ("Annual
Holdings Report") thereafter (see Attachment B). Both the Initial Holdings
Report and Annual Holdings Report also shall provide the name of any broker,
dealer or bank with whom the Access Person maintained an account in which any
securities were held for the direct or indirect benefit of the Access Person.
Each Annual Holdings Report must provide information that is current as of a
date no more than 30 days before the report is submitted. Both the Initial
Holdings Report and the Annual Holdings Report shall state the date the report
is submitted by the Access Person.

(e) The Applicant's compliance administrator and general counsel shall be
responsible for reviewing all quarterly securities transaction reports, the
Initial Holdings Report and the Annual Holdings Report, and shall report to the
Chairman and President all potential violations of this Code of Ethics. The
Chairman and President, in consultation with the general counsel, shall
determine the appropriate response to any violation.

(f) All Access Persons must certify on the attached form initially and annually
thereafter that they have read and understand this Code of Ethics and that they
recognize that they are subject to the provisions of this Code. Furthermore, all
Access Persons must certify annually that they have complied with the
requirements of the Code of Ethics and that they have reported all personal
securities transactions and accounts required to be reported pursuant to the
Code.

FUND BOARD APPROVAL AND REPORTING

The Board of Directors of each Cohen & Steers Fund, including a majority of the
Directors who are not "interested persons" (as defined in the Investment Company
Act of

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1940), must approve this Code and any material changes to the Code. This
approval shall be based on a determination that the Code contains provisions
reasonably necessary to prevent Access Persons from engaging in any conduct
prohibited by Rule 17j-1 under the Investment Company Act of 1940. In connection
with this approval, Cohen & Steers shall provide a certification to the Board
that Cohen & Steers has adopted procedures reasonably necessary to prevent
Access Persons from violating the Code.

Cohen & Steers shall furnish annually to the Directors a written report (i)
describing any issues arising under the Code of Ethics and related supervisory
procedures, including but not limited to information about material violations
of the Code or procedures and sanctions imposed in response to the material
violations, and (ii) certifying that Cohen & Steers has adopted procedures that
are reasonably necessary to prevent Access Persons from violating the Code.

ADDITIONAL DEFINITIONS

(a) "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,
except that the determination of direct or indirect beneficial ownership shall
apply to all securities which an Access Person has or acquires.

(b) "Security" shall have the meaning set forth in Section 2(a) (36) of the
Investment Company Act, 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; and shares of registered open-end investment
companies.

(c) A company is engaged in the "real estate business" if it derives at least
50% of its revenues from the ownership, construction, financing, management or
sale of commercial, industrial or residential real estate or has at least 50% of
its assets in such real estate. Any questions as to whether a company is engaged
in the real estate business should be referred to the Chairman or President.



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<PAGE>




                     COHEN & STEERS CAPITAL MANAGEMENT, INC.
                CERTIFICATION OF PERSONAL SECURITIES TRANSACTIONS
                     AND COMPLIANCE WITH THE CODE OF ETHICS

                  I hereby certify that I have received, read and understand
           the Cohen & Steers Code of Ethics. Furthermore, I understand that I
           am subject to the Code of Ethics and that any failure to follow the
           Code could subject me to discipline, including the possible
           termination of my employment with Cohen & Steers.

                  I further certify that, for the preceding calendar year, I
           have complied with the requirements of the Code of Ethics in effect
           for the year and that I have reported all personal securities
           transactions, holdings and accounts required to be reported pursuant
           to this Code.



           ---------------------------------------------------------------------
           Name


           ---------------------------------------------------------------------
           Signature


           ---------------------------------------------------------------------
           Date


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<PAGE>



                                  ATTACHMENT B

                     COHEN & STEERS CAPITAL MANAGEMENT INC.
                    Personal Securities Holdings and Accounts


Name: ___________________________________

As agreed by signing the Code of Ethics, my personal securities holdings are as
follows:




<TABLE>
<CAPTION>
    ---------------------------------- -----------------------------------------------
         # OF SHARES/FACE VALUE                           SECURITY
    ---------------------------------- -----------------------------------------------

<S>                                     <C>
    ---------------------------------- -----------------------------------------------

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</Table>



In addition, I maintain accounts with the following brokers, dealers or banks:


1.       _______________________________________________________


2.       _______________________________________________________


3.       _______________________________________________________


4.       _______________________________________________________


5.       _______________________________________________________










<PAGE>

                                  ATTACHMENT B

Attach an additional schedule if necessary.

*Include all transactions which: (a) involve securities (except direct
obligations of the U.S. Government; money market instruments; and mutual funds)
in which you have direct or indirect "beneficial ownership" (beneficial
ownership meaning yourself, your spouse, minor children or relatives of yours or
your spouse sharing your home) and, (b) occurred in accounts over which you have
direct or indirect influence or control.

SIGNATURE


                                      DATE



</TEXT>
</DOCUMENT>
