Cohen & Steers, Inc. (CNS), a Delaware corporation formed on March 17,
2004, is a global investment manager specializing in liquid real assets, including
real estate securities, listed infrastructure, commodities and natural resource
equities, as well as preferred securities and other income solutions. Headquartered
in New York City, with offices in London, Hong Kong, Tokyo and Seattle, we serve
institutional and individual investors around the world.
CNS is the holding company for its direct and indirect subsidiaries, including
Cohen & Steers Capital Management, Inc. (CSCM), Cohen & Steers Securities,
LLC (CSS), Cohen & Steers Asia Limited (CSAL), Cohen & Steers UK Limited
(CSUK) and Cohen & Steers Japan, LLC (CSJL). CNS and its subsidiaries are
collectively referred to as the Company, we, us or our.
Our revenue is derived primarily from investment advisory fees received from
institutional accounts and investment advisory, administration, distribution
and service fees received from open-end and closed-end funds. Our fees are based
on contractually specified percentages of the value of the managed assets in
each clients account. Our revenue fluctuates with changes in the total value
of the assets in a clients account and is recognized over the period that the
assets are managed.
We manage three types of investment vehicles: institutional accounts, open-end
funds and closed-end funds.
Institutional Accounts
Institutional accounts for which we serve as investment adviser represent portfolios
of securities we manage for institutional clients. We manage the assets in each
institutional account in accordance with the investment requirements of that
client as set forth in such clients investment advisory agreement and investment
guidelines. The investment advisory agreements with our institutional account
clients are generally terminable at any time.
Subadvisory assets, which represent accounts for which we have been appointed
as a subadvisor by the investment adviser to that vehicle, are included in our
institutional account assets. As subadvisor, we are responsible for managing
the investments, while the investment adviser oversees our performance as subadvisor;
the fund sponsor is responsible for decisions regarding the amount, timing and
whether to pay distributions of income for the vehicle to its beneficial owners.
Open-end Funds
The open-end funds for which we serve as investment adviser offer and issue
new shares continuously as assets are invested and redeem shares when assets
are withdrawn. The share price for purchases and redemptions of shares of each
of the open-end funds is determined by each funds net asset value, which is
calculated at the end of each business day. The net asset value per share is
the current value of a funds assets less liabilities, divided by the funds
total shares outstanding.
The investment advisory fees that we receive from the open-end funds for which
we serve as investment adviser vary based on each funds investment strategy,
fees charged by other comparable funds and the market in which the fund is offered.
In addition, we receive a separate fee for providing administrative services
to certain open-end funds at a rate that is designed to reimburse us for the
cost of providing these services.
Our investment advisory and administration agreements with the U.S. registered
open-end funds for which we serve as investment adviser are generally terminable
upon a vote of a majority of the funds board of directors on 60 days notice,
and each investment advisory agreement, including the fees payable thereunder,
is subject to annual approval, following the initial two-year term, by a majority
of the directors of the funds board who are not "interested persons,"
as defined by the Investment Company Act of 1940 (the Investment Company Act).
Closed-end Funds
The closed-end funds for which we serve as investment adviser are registered
investment companies that have issued a fixed number of shares through public
offerings. These shares are listed on the New York Stock Exchange and cannot
be redeemed by the funds shareholders. The trading price of the shares is determined
by supply and demand in the marketplace, and, as a result, the shares may trade
at a premium or discount to the net asset value of the fund.
The investment advisory fees that we receive from the closed-end funds for
which we serve as investment adviser vary based on each funds investment strategy,
fees charged by other comparable funds and prevailing market conditions at the
time each closed-end fund initially offered its shares to the public. In addition,
we receive a separate fee for providing administrative services to eight of
the nine closed-end funds at a rate that is designed to reimburse us for the
cost of providing these services. The closed-end funds pay us a monthly investment
advisory fee and an administration fee, if applicable, based on a percentage
of the value of the funds average assets under management.
Our investment advisory agreements with each closed-end fund for which we serve
as investment adviser are generally terminable upon a vote of a majority of
the funds board of directors on 60 days notice and are subject to annual approval,
following the initial two-year term, by a majority of the directors of the funds
board who are not "interested persons," as defined by the Investment
Company Act.
Portfolio Consulting and Other Services
We maintain two proprietary indexes, Cohen & Steers Realty Majors Index
(RMP) and Cohen & Steers Global Realty Majors Index (GRM). RMP is the basis
for the iShares Cohen & Steers REIT ETF sponsored by BlackRock Institutional
Trust Company, N.A. GRM is the basis for Cohen & Steers Global Realty Majors
ETF sponsored by ALPS Fund Services, Inc. and iShares Global Real Estate Index
Fund (formerly, Claymore Global Real Estate ETF) sponsored by BlackRock Investments
Canada Inc. (formerly, Claymore Investments, Inc.) While we receive a fee on
these assets, they are not included in our reported assets under management.
We also provide services in connection with model-based strategies (MBS) accounts.
As portfolio consultant for a number of MBS accounts, we construct portfolios
of securities that fulfill the investment objective of a specified mandate and
supply portfolio models on a regular basis. While we receive a fee on these
assets, they are not included in our reported assets under management.
In addition, we provide several services in connection with assets held by unit
investment trusts (UITs). A UIT is a registered investment company that holds
a portfolio of securities that generally does not change during the life of
the UIT (generally two to five years) except that the sponsor of the UIT may
sell portfolio securities under certain narrowly defined circumstances. As portfolio
consultant to a number of UITs, we construct a portfolio of securities that
we believe is well suited to satisfy the investment objective of the UIT. We
also provide ongoing portfolio monitoring services and provide a license to
certain firms to use our name in connection with certain of their investment
products. While we receive a fee on these assets, they are not included in our
reported assets under management.
Our fee schedules for these services vary based on the type of services.
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