<DOCUMENT>
<TYPE>EX-99.2R
<SEQUENCE>9
<FILENAME>ex99-2rii.txt
<DESCRIPTION>EXHIBIT 2 (R)(II)
<TEXT>


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                     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 Institutional 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 Advantage Income Realty Fund, Inc., Cohen &
Steers Quality Income Realty Fund, Inc., Cohen & Steers Premium Income Realty
Fund, Inc., Cohen & Steers Total Return Realty Fund, Inc. and Cohen & Steers
REIT and Preferred Income Fund, Inc. (see Attachment A).

(c) No Access Person shall purchase or sell any preferred security (as defined
below).

(d) No Access Person shall purchase or sell, without the prior written approval
of the Chairman or President, any taxable fixed income security, except those
taxable fixed income securities commonly labeled as money market instruments.
Money market instruments include (i) obligations issued by the U.S. Government,
and its agencies and instrumentalities, with remaining maturities of one year or
less; (ii) commercial paper; (iii) bank certificates of deposit; (iv) bankers'
acceptances; (v) bank time deposits, (vi) corporate notes; (vii) repurchase
agreements with maturities of one year or less; and (viii) any such other
taxable fixed income security approved by the Chairman or President.

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

(f) 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.


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(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

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


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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);

         (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


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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 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


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real estate. Any questions as to whether a company is engaged in the real
estate business should be referred to the Chairman or President.

(d) "Preferred securities" include not only securities that are labeled as
"preferred stock" or "preferred securities," but other securities known as
"Hybrid-preferred securities." Hybrid-preferred securities are typically issued
by corporations, generally in the form of interest-bearing notes with preferred
securities characteristics, or by an affiliated business trust of a corporation,
generally in the form of beneficial interests in subordinated debentures or
similarly structured securities. Hybrid-preferred securities are typically
issued with a final maturity date, although some are perpetual in nature. Many
hybrid-preferred securities are issued by trusts or other special purpose
entities established by operating companies and are not a direct obligation of
an operating company. Within the category of hybrid-preferred securities are
senior debt instruments that trade in the broader preferred securities market.
These debt instruments, which are sources of long-term capital for the issuers,
have structural features similar to preferred stock, such as maturities ranging
from 30 years to perpetuity, call features, exchange listings and the inclusion
of accrued interest in the trading price. Any questions as to whether a security
is a "preferred security" within the meaning of this Code of Ethics should be
referred to the Chairman or President.


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                                  Attachment A

                       Authorization to Purchase and Sell
                  COHEN & STEERS TOTAL RETURN REALTY FUND, INC.
                                       and
                COHEN & STEERS ADVANTAGE INCOME REALTY FUND, INC.
                                       and
                 COHEN & STEERS QUALITY INCOME REALTY FUND, INC.
                                       and
                 COHEN & STEERS PREMIUM INCOME REALTY FUND, INC.
                                       and
               COHEN & STEERS REIT AND PREFERRED INCOME FUND, INC.
                                       and
                         TAXABLE FIXED-INCOME SECURITIES


Name:

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------
Approximate                                                          Fund/Corporate Issuer
  Date of              Purchase/       Shares/Principal               and Description of
Transaction            Sale            Value                               Security
------------------------------------------------------------------------------------------------------------
<S>                         <C>             <C>                               <C>



------------------------------------------------------------------------------------------------------------
</TABLE>

         [ ] I hereby authorize the above listed transaction.



                     ------------------------------------
                     CHAIRMAN OR PRESIDENT




                     ------------------------------------
                     DATE


This authorization is valid for 3 days after the date of authorized signature.







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                                  Attachment B

                     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.



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Name


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Signature


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Date




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