CNSREIT-AR-2024 Final - Flipbook - Page 84
Stockholders may also include affiliates of Cohen & Steers, such as Other Cohen & Steers Accounts, affiliates of
charities or foundations associated with Cohen & Steers personnel and current or former Cohen & Steers personnel, Cohen
& Steers9 senior advisors and operating partners, and any such affiliates, funds or persons may also invest in us. Except as
provided in our charter, all of these Cohen & Steers-related stockholders will have equivalent rights to vote and withhold
consents as nonrelated stockholders. Nonetheless, Cohen & Steers may have the ability to influence, directly or indirectly,
these Cohen & Steers-related stockholders.
We may be subject to additional potential conflicts of interest as a consequence of Cohen & Steers9 status as a public
company.
As a consequence of Cohen & Steers9 status as a public company, our officers, directors, members, managers and
employees and those of the Advisor may take into account certain considerations and other factors in connection with the
management of the business and affairs of us and our affiliates that would not necessarily be taken into account if Cohen &
Steers were not a public company.
We and Other Cohen & Steers Accounts may engage in permissible political activities with the intent of furthering our
or their business interests or otherwise.
We and Other Cohen & Steers Accounts may, in the ordinary course of our or their respective businesses and where
permitted by applicable laws, regulations and our or their respective policies and procedures, make political contributions
to elected officials or candidates for elected office or political organizations, hire lobbyists or engage in other permissible
political activities with the intent of furthering our or their business interests or otherwise. In certain circumstances, there
may be initiatives where such activities are coordinated by Cohen & Steers for the benefit of us or Other Cohen & Steers
Accounts. The interests advanced through such activities may, in certain circumstances, not align with or be adverse to our
interests, the interests of our stockholders or the interests of Other Cohen & Steers Accounts. The costs of such activities
may be allocated among us and Other Cohen & Steers Accounts (and borne indirectly by our stockholders). While the costs
of such activities will typically be borne by the entity undertaking such activities, such activities may also directly or
indirectly benefit us, Other Cohen & Steers Accounts or Cohen & Steers. There can be no assurance that any such activities
will be successful in advancing our interests or the interests of Other Cohen & Steers Accounts or otherwise benefit such
entities.
Risks Related to our REIT Status and Certain Other Tax Items
If we do not qualify as a REIT, we will be subject to tax as a regular corporation and could face a substantial tax
liability.
We expect to operate so as to qualify as a REIT under the Code. However, qualification as a REIT involves the
application of highly technical and complex Code provisions for which only a limited number of judicial or administrative
interpretations exist. Notwithstanding the availability of cure provisions in the Code, we could fail various compliance
requirements which could jeopardize our REIT status. Furthermore, new tax legislation, administrative guidance or court
decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as
a REIT. If we fail to qualify as a REIT in any tax year, then:
"
we would be taxed as a regular domestic corporation, which under current laws, among other things, means
being unable to deduct distributions to stockholders in computing taxable income and being subject to U.S.
federal income tax on our taxable income at regular corporate income tax rates, and any resulting tax liability
could be substantial and could have a material adverse effect on our book value;
"
unless we were entitled to relief under applicable statutory provisions, we would be required to pay taxes, and
therefore, our cash available for distribution to stockholders would be reduced for each of the years during
which we did not qualify as a REIT and for which we had taxable income; and
"
we generally would not be eligible to requalify as a REIT for the subsequent four full taxable years.
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