Adam Johnson - Senior Vice President and Associate General Counsel Bob Steers - Chief Executive Officer Marty Cohen - Executive Chairman Joe Harvey - President Matt Stadler - Chief Financial Officer

Adam Beatty - Bank of America Merrill Lynch Mac Sykes - Gabelli John Dunn - Sidoti & Company

Ladies and gentlemen, thank you for standing by. Welcome to the Cohen & Steers’ Third Quarter 2014 Financial Results Conference Call. During the presentation, all participants will be in a listen-only mode. Afterwards we will conduct a question-and-answer session. (Operator Instructions) As a reminder, this conference is being recorded Thursday, October 16, 2014. I would now like to turn the call over to Mr. Adam Johnson, Senior Vice President and Associate General Counsel. Please go ahead, sir.

Thank you and welcome to the Cohen & Steers’ third quarter 2014 earnings conference call. Joining me are Chief Executive Officer, Bob Steers; Executive Chairman, Marty Cohen; our President, Joe Harvey; and our Chief Financial Officer, Matt Stadler. Before I turn the call over to Matt, I want to point out that during the course of this conference call we may make a number of forward-looking statements. These forward-looking statements are subject to various risks and uncertainties and there are important factors that could cause actual outcomes to differ materially from those indicated in these statements. We believe that some of these factors are described in the Risk Factors section of our 2013 Form 10-K, which is available on our website at cohenandsteers.com. I want to remind you that the company assumes no duty to update any forward-looking statements. Also, the presentation we make today contains pro forma or non-GAAP financial measures, which we believe are meaningful in evaluating the company’s performance. For disclosures on these pro forma metrics and their GAAP reconciliations, you should refer to the financial data contained within the press release we issued yesterday as well as in our previous earnings releases, each available on our website. Finally, this presentation may contain information with respect to the investment performance of certain of our funds and strategies. I want to remind you that past performance is not a guarantee of future performance. This presentation may also contain information about funds that have filed registration statements with the SEC that have not yet become effective. This communication does not constitute an offer to sell or the solicitation of any offer to buy these securities. For more complete information about these funds, including charges, expenses and risks, please call 1800-330-7348 for our prospectus. With that, I will turn the call over to Matt.

Thank you, Adam. Good morning, everyone and thanks for joining us today. Yesterday, we reported net income of $0.40 per share compared with $0.41 in the prior year and $0.49 sequentially. Operating income per share was $0.45 for the quarter compared with $0.38 in the prior year and $0.43 sequentially. Revenue for the quarter was a record $80.8 million compared with $74 million in the prior year, and $78.4 million sequentially. The increase in revenue from the prior year’s quarter was attributable to higher average assets under management resulting from market appreciation and net inflows into open-end mutual funds partially offset by net outflows from institutional accounts with sub-advisory accounts contributing the majority of the outflows. Average assets under management for the quarter were a record $51.6 billion compared with $47 billion in the prior year and $50.7 billion sequentially. Our effective fee rate for the quarter was 57.8 basis points, in line with last quarter. Operating income was $32.3 million compared with $27.7 million in the prior year, and $29.7 million sequentially. Our operating margin increased to 40% from 37.8% last quarter. The increase was primarily due to lower G&A and distribution costs. Pre-tax income net of non-controlling interest was $28.9 million for the quarter compared with $29.5 million in the prior year, and $33.9 million sequentially. As a reminder, non-controlling interest represents third-party interests in the funds we have consolidated. Assets under management totaled $49.7 billion at September 30, a decrease of $2.6 billion or 5% from June 30. The decrease in assets under management was attributable to market depreciation of $1.6 billion and net outflows of $966 million. At September 30, our U.S. real estate strategy comprised 53% of the total assets we managed followed by global and international real estate at 20%, preferred securities at 12%, and global listed infrastructure at 11%. Assets under management and institutional accounts totaled $23.9 billion at September 30, a decrease of $1.8 billion or 7% from the second quarter. The decrease was primarily due to net outflows of $1.1 billion, the majority of which were due to the termination of the single large cap value sub-advised relationship that we mentioned on our last call, and market depreciation of $831 million. If you annualize third quarter flows, institutional accounts had a 17% decay rate. Current institutional awarded but unfunded mandates totaled $954 million, the highest level it has been since the third quarter of 2011. So far this month, approximately $230 million is funded. Bob Steers will provide some more color on these mandates in a moment. Our open-end funds had assets under management of $16.1 billion at September 30, a decrease of $513 million or 3% from the second quarter. The decrease was primarily due to market depreciation of $503 million, partially offset by net inflows of $103 million, which included $63 million of net inflows into our multi-strategy real assets fund, bringing its total assets under management to over $220 million. We have now recorded net inflows into open end funds in 20 of the past 22 quarters. If you annualize third quarter flows, open end funds had a 2% organic growth rate. Assets under management in our closed end funds totaled $9.6 billion at September 30, a decrease of $290 million or 3% from the second quarter due to market depreciation. Moving to expenses, on a sequential basis, expenses were down slightly as lower G&A and distribution and service fees were partially offset by higher employee compensation and benefits. The decrease in G&A was primarily due to lower marketing expenses and recruiting fees and a reduction in fund related costs. The decrease in distribution and service fees is primarily due to a shift into lower cost share classes, and the compensation to revenue ratio for the quarter remained at 33%, consistent with the guidance provided on our last call, and therefore the increase in compensation and benefits is proportionate with the increase in revenue. On a sequential basis, non-operating income net of non-controlling interest decreased $7.7 million from a gain of $4.2 million last quarter to a loss of $3.4 million in the third quarter. The decrease was primarily due to unrealized losses from our seed investments. Now turning to the balance sheet ,our firm liquidity totaled $203 million compared with $192 million last quarter. Our stockholders’ equity was $262 million compared with $250 million at June 30, and we remain debt free. Let me briefly discuss a few items to consider for the fourth quarter before handing it over to Bob. We projected increase in our effective rate for the fourth quarter and the full year of 2014 to 36% from 35.5%. Previously, we projected non-operating gains for 2014, which due to accumulated capital loss carry forwards would have resulted in no associated tax expense. Based on the third quarter results and our revised forecast for the fourth quarter, we are now projecting lower non-operating gains for the year. The cumulative effect of this change in estimate was recorded in the third quarter resulting in an effective tax rate of 37.1%. With respect to compensation, we expect to maintain a 33% compensation-to-revenue ratio in the fourth quarter. And finally we expect G&A to approximate the amount recorded in this year’s second quarter as we resume our investments in educating the marketplace on the merits of real asset strategies. Now it’s my pleasure to turn it over to Mr. Bob Steers.

Thanks Matt and good morning everyone. Last quarter was characterized by rapidly shifting expectations for U.S. and global growth rates and Fed’s policy all of which impacted markets and fund flows. The quarter began with rising estimates for U.S. GDP growth and corporate profits. It seemed the only question was whether the Fed would tighten in March or June of next year, which of course pushed rates higher. However, multiple factors including fears of Europe slide into recession, slowing growth in Asia, a strengthening dollar, and declining energy prices have all brought into question the strength of the U.S. economy and whether the Fed will tighten at all next year. Given this backdrop, the performance of our core investment strategies was mixed on an absolute basis, but strong relative to their respective benchmarks. While U.S. and global real estate, global infrastructure and commodities all delivered negative returns, our large cap value preferred securities and MLP strategies generated positive results. On a relative basis, 8 out of 9 strategies were roughly in line with or ahead of their benchmarks in the quarter and all 9 are beating their benchmarks for year-to-date and the latest 12-month period. Wealth management net flows were $103 million compared to $515 million and $104 million in the second and first quarters respectively. Several factors account for the slowdown in wealth management inflows. In addition to the macro headwinds during the quarter, we elected not to hold any real asset institutes during the summer season. Furthermore, there was a $128 million platform partial rebalance out of our U.S. REIT strategy. All of that said we were pleased that 7 of the 9 actively marketed funds had inflows led by our multi-strategy real assets fund. The growing diversity of our wealth management flows is important and a direct result of our sales team and our growing real assets capabilities and related marketing strategies. The institutional advisory channel experienced net outflows of $224 million in the quarter. And while this was disappointing, the outlook for the advisory business is improving. The net outflows are mainly the result of an endowment fund, which eliminated entirely its $235 million global real estate allocation along with a public fund, which partially rebalanced $160 million out of its U.S. REIT account. Investment performance was not an issue and both institutions remain clients. Outside of these two accounts, we had $171 million of inflows primarily directed to global real estate and global listed infrastructure. As Matt mentioned during our last earnings call, we disclosed that in early July, a $972 million large cap value sub-advisory mandate was terminated. As a result, sub-advisory net outflows totaled $845 million in the quarter, which means that following that termination we had about $127 million of net inflows primarily into global listed infrastructure. Despite the crosscurrents in the quarter, both our advisory and sub-advisory pipelines are growing and RFP activity is high. Currently, mandates which have been awarded, but are unfunded total over $950 million and we anticipate more than $500 million will be funded this month and that includes over $200 million from several commodity mandates. Our pipeline activity is diverse and has representation from all of four core real asset strategies. This tightened pipeline activity is also in part due to exciting developments from Japan. We have been working for several years to launch new funds with our long-term partner, Daiwa Asset Management as well as with new distributors. Last quarter, marketing activity commenced for three new fund launches. We are sub-advising Daiwa on a REIT preferred fund, Nomura on a global listed infrastructure fund, and (indiscernible) Mitsubishi UFJ on a global preferred fund. Approximately, half of the $950 million pipeline is expected to flow from these open-ended funds which are being continuously marketed. In fact, the combination of tightened marketing activity and the launch of the REIT preferred fund during the quarter resulted in positive net flows from Daiwa for the first time since the second quarter of 2012. We are also continuing to implement many of the marketing initiatives that we have previously disclosed. After summer break, we are hosting three real asset institutes over the next two months, including one for our institutional clients and our first in the Morgan Stanley system. We will also be further growing our team in Tokyo both to support the three new funds and the two new partners we have added, but also because we are seeing growing demand for real asset strategies emanating from the Japanese pension fund sector. Between the retail and retirement channels Japan represents a renewed and large growth opportunity for our income oriented strategies. Also our open end MLP fund that was launched in the first quarter was recently approved for sale in the Morgan Stanley and UBS systems which should promote an increase in flows from that fund as well. Lastly, we are making headway in our efforts to lever our real asset capabilities to penetrate the DCIO market. In the quarter R and Z shares were added to the relevant funds and U.S. and global REIT CITs were launched. By the end of the year our product lineup should be complete and we expect to be fully staffed for this initiative. Looking ahead, we are optimistic about the prospects for the fourth quarter and beyond. We have achieved strong investment results in virtually all of our strategies, institutional and retail allocations to real assets strategies are increasing. We now have a complete range of investment vehicles offered in the wealth management, retirement and institutional channels worldwide, our pipeline is growing and activity levels are high. Having achieved this positive momentum, we are confident that we are well positioned to achieve meaningful organic growth going forward. At this point, we will open the floor to questions.

Thank you. (Operator Instructions) And our first question comes from the line of Adam Beatty with Bank of America Merrill Lynch. Please go ahead with your question. Adam Beatty - Bank of America Merrill Lynch: Thank you and good morning. Firstly, just an update on, I guess, over the classic or legacy sub-advised real estate strategies distributed in Japan through Daiwa and others, I guess for a while that was pretty big focus, and it sounds like net of the large cap value redemption, flows there have kind of reached a plateau or stabilized somewhat, but just we would like some color on the activity you are seeing there?

Sure. Yes. There are a number of initiatives underway both with Daiwa and with other partners there. In addition to the new product launch, the REIT preferred fund with Daiwa, they also have launched several sales and marketing initiatives to support their existing REIT funds. So, we are seeing an improvement in flows with regard to the existing funds, and we are seeing meaningful flows into the new vehicles that they are launching. And then of course we have the two new funds with Nomura and Kokusai Mitsubishi UFJ, both of which are off to a strong start. Adam Beatty - Bank of America Merrill Lynch: Thank you. And another question maybe on product in terms of the global listed infrastructure, which is obviously doing well and getting good flows. Are there funder strategies there that are reaching sort of critical scale in terms of being considered for institutional mandates or platforms, or are there some that are also reaching certain milestones in terms of a three year or five year track record that would perhaps generate some more activity?

Well, those are great questions. Just with respect to market acceptance we are seeing global listed infrastructure being widely embraced particularly in the institutional markets throughout the world. There is just very strong institutional demand for global listed infrastructure. I think the second part of your question I am going to ask Joe Harvey to address it because in large part I think there were some newer funds that are close to 3-year records and there are also existing funds whose 3-year records are poised to breakout and Joe wanted to add some color.

Yes. Just little more color on the global infrastructure strategy, we have got a very long track record, a very strong track record in listed infrastructure. And it is as Bob said is being accepted institutionally and we are seeing that around the world. And we are starting to see more acceptance in the wealth management channel as well because infrastructure is being recognized as a core real asset allocation, and some of the largest wealth management firms have added it to their asset allocation lineups. So, we have an open-end fund for the global listed infrastructure strategy as well and we are also seeing some interest in other delivery vehicles such as unified managed accounts. Another subset of infrastructure is of course mass-limited partnerships. And as Bob mentioned, we launched at the end of last year an open-end mutual fund for MLPs. We have a 3-plus year track record in MLPs. That record is also very strong, and we are looking to commit more resources to our investment team so that we can be more competitive not just in the wealth management and open-end fund area, but also institutionally. Adam Beatty - Bank of America Merrill Lynch: Great, thank you for the color. That’s helpful. Just one final one, thanks for taking all my questions, in terms of I mean obviously the institutional backlog that you mentioned perhaps is not at the open-end mutual fund fee rate, but your fee rate has been sort of remarkably stable in terms of the sold backlog or the outlook for products being sold. How would you characterize the fee rate mix? Do you see that going up or down meaningfully or staying pretty stable?

Yes, it’s pretty stable to slightly higher, but it’s consistent with what we have been seeing in the sub-advised and the advised. Adam Beatty - Bank of America Merrill Lynch: Got it. Thanks very much. That’s all I have this morning.

Our next question comes from the line of Mac Sykes with Gabelli. Please go ahead with your question. Mac Sykes - Gabelli: Okay. Congratulations on the initiatives in Japan, gentlemen. When we think about the potential for these three new funds, how should we think about the potential size for it, could it eclipse maybe the effort that you had a couple of years ago with the Daiwa REIT effort, where we saw ballooned assets come in pretty quickly. I was just trying to get some color on what we should be thinking about?

Well, we don’t even try to predict flows obviously. There are so many factors out of our control that would influence the outcomes, but all three funds are playing into an insatiable demand for yield in a marketplace that has none. The only suggestion I can give you is Nomura has had great success in marketing previously launched global listed infrastructure funds. The numbers there have been quite substantial. Past performance doesn’t predict future returns, but the market is sizable over there. And between REITs, preferreds, listed infrastructure, virtually everything we do plays into this shortage of yield that is perhaps most acute in Japan, but certainly exists here as well. And that’s the driver behind I think all of our fund flows. Mac Sykes - Gabelli: Okay. I mean, we have heard a lot about unconstrained products in the marketplace and there is certainly some overlap with some of your lineups in terms of the MLPs etcetera. Would you ever consider developing the fixed income component maybe expanding that way?

I am not sure I understand the question, this is Joe Harvey. Could you elaborate on that a bit? Mac Sykes - Gabelli: Yes. So, there certainly seemed to be an appetite for unconstrained products in the marketplace. We are seeing it with the recent Bill Gross moving to Janus and devaluing out that fund, and I guess some of the strategies that go into some of those products include MLPs and some other real asset strategies. I guess my question is in terms of addressing that potential appetite, would you ever consider bringing on fixed income sort of staff or building it out that way?

Well and as you know we have a very large preferred securities investment team and we have that because we feel it’s an area that is very research intensive and inefficient and one that we can add a lot of value to. In the broader fixed income areas we are – it’s a very competitive world and we are just not that interested in creating more core style box type strategies where we are going to compete with a lot of asset managers and compete with index strategies. So if there is an extension to our preferred effort in the fixed income area that’s where we believe we can meet the criteria of delivering value in an inefficient market and doing so in a – where we have some competitive advantages that would be of interest but we don’t have any current plans right now to extend fixed income capabilities. As it relates to kind of go anywhere type strategies, that clearly is a trend with our real assets multi-strategy fund it’s got an asset allocation overlay that we think is important and that the market wants. We have set that up to have some guardrails on the allocations so that the end clients know generally what we are going to deliver and but if – as our capabilities in asset allocation continue to improve and if the market is really in demand for something like that – that’s something that we would look at. Mac Sykes - Gabelli: Understood. And then on the capital front you had some history special dividends in the fourth quarter and third quarter, should we think of this year is being any different given some of the growth initiatives that you are working on?

Well, our approach is the same, every year we evaluate our earnings, our use of cash and capital and we make our regular dividend and essentially extra dividend decisions on that basis. So I would say the only thing that’s changed is that the amount of capital that is needed to seed funds, it’s higher. We have more funds to seed and the seed amounts have to be $25 million or higher, so we are being more aggressive in achieving our funds. Mac Sykes - Gabelli: Great. Thank you very much.

Our next question comes from the line of John Dunn with Sidoti & Company. Please go ahead with your question. John Dunn - Sidoti & Company: Hi, how are you doing? My first question was on the sub-advisory just to follow-on, do you guys see anything any sizable sub-advisory relationships that kind of are in our watch list like the one that turned last quarter?

We don’t currently have any outsized relationships that we view at risk and certainly after the last quarter we are hopeful that the number of accounts at risk has substantially declined. And I think as a generalization we feel better going forward through the combination of three years of strong performance and virtually all of our strategies so some of the losses we had were hangovers from the period of poor performance which ended several years ago. And so I would say that the inventory of those performance related accounts that were at risk is substantially reduced. So the answer would be no, we don’t see any large sub-advisory accounts at risk. John Dunn - Sidoti & Company: Got it. And then on the advisory side, could you sort of generalize about what size mandates each mandate would be, what the sweet spot what you are going after?

John, we generally don’t go mandate by mandate but I think Bob gave some broad categorizations to the strategies and we generally just give the pipeline in total. John Dunn - Sidoti & Company: Okay it’s fine.

It’s pretty much mixed a little heavier on the sub-advised and the advised, but we never really give the color on the mandate by mandate basis. John Dunn - Sidoti & Company: Okay. And then lastly just on extensions taking a – looking ahead to 2015, is it sort of a run-rate we are going to be adding – continually investing via the real assets institute?

Well, I think we are going to continue to make investments in the institute. And as we said in our remarks, we have been seeing the results of that, but it’s kind of early to give 2015 guidance. We generally do that in the fourth quarter call. John Dunn - Sidoti & Company: Got it. Thank you very much.

(Operator Instructions) Mr. Steers, there are no further questions at this time. I will now turn the call back to you. Bob Steers - Chief Executive Officer: Great. Well, thanks again for joining us this morning and we look forward to speaking to you at the end of the third quarter. Thank you.

Ladies and gentlemen, that does conclude the conference call for today. We thank you for your participation and ask that you please disconnect your lines.