CNSREIT-AR-2024 Final - Flipbook - Page 96
Part II
Item 5. Market for Registrant9s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Offering of Common Stock
We are conducting a public offering of common stock. The Offering consists of eight classes of our common stock,
Class T shares, Class S shares, Class D shares, Class I shares, Class F-T shares, Class F-S shares, Class F-D shares and
Class F-I shares. The different classes of common stock have varying upfront selling commissions, dealer manager fees,
ongoing stockholder servicing fees, management fees and performance participation allocations. Other than the difference
in fees noted, each class of common stock has the same economics and voting rights. Shares of our common stock are not
listed for trading on a stock exchange or other securities market, and there is no established trading market for our common
stock. As of March 13, 2025, we had 10 holders of Class I shares, 19 holders of Class F-I shares and 115 holders of Class P
shares of common stock. There were no holders of record of our shares of Class T, Class S, Class D, Class F-T, Class F-S
and Class F-D common stock. Our Class P shares are offered only in a private offering and are not offered in the Offering.
The following table details the selling commissions, dealer manager fees, and stockholder servicing fee for each
applicable share class.
Selling commissions and dealer
manager fees (% of transaction
price)
Stockholder servicing fee (% of
NAV)
Class T
Shares
Class S
Shares
Class D
Shares
Class I
Shares
Class FT Shares
Class FS Shares
Class FD Shares
Class FI Shares
Class P
Shares
up to
3.5%
up to
3.5%
up to
1.5%
4
up to
3.5%
up to
3.5%
up to
1.5%
4
4
0.85%
0.85%
0.25%
4
0.85%
0.85%
0.25%
4
4
For Class T shares and Class F-T shares sold in the primary offering, investors will pay upfront selling
commissions of up to 3.0% and upfront dealer manager fees of 0.5%, of the transaction price of each Class T share and
Class F-T share sold in the primary offering; however, such amounts may vary pursuant to agreements with certain
participating broker-dealers; provided, that the sum will not exceed 3.5% of the transaction price. For Class S shares and
Class F-S shares sold in the primary offering, investors will pay upfront selling commissions of up to 3.5% of the
transaction price. For Class D shares and Class F-D shares sold in the primary offering, investors will pay upfront selling
commissions of up to 1.5% of the transaction price. No upfront selling commissions or dealer manager fees will be paid
with respect to purchases of Class I shares, Class F-I shares, Class P shares or shares of any class sold pursuant to the
Company9s distribution reinvestment plan.
The Dealer Manager, a registered broker-dealer affiliated with the Advisor, serves as the dealer manager for the
Offering and is entitled to receive an investment professional stockholder servicing fee of 0.65% per annum, and a dealer
stockholder servicing fee of 0.20% per annum, of the aggregate NAV for the Class T and Class F-T shares. For Class S
shares and Class F-S shares, a charge of 0.85% per annum of the aggregate NAV will be charged for stockholder servicing
fees. For Class D shares and Class F-D shares, a charge of 0.25% per annum of the aggregate NAV will be charged for
stockholder servicing fees. There will not be a stockholder servicing fee with respect to Class I, Class F-I shares or Class P
shares. For the year ended December 31, 2024, the ratio of the cost of raising equity capital to the gross amount of equity
capital raised was approximately 7%. The cost of raising equity capital includes offering costs incurred from inception
through December 31, 2024 since we commenced operations in 2024. The gross amount of equity capital raised included
all public offering proceeds and all third party commitments for private placement capital until December 31, 2024.
The Dealer Manager anticipates that all or a portion of the upfront selling commissions, dealer manager fees, and
ongoing stockholder servicing fees will be retained by, or re-allowed (paid) to, the participating broker dealers. Through
December 31, 2024, the Dealer Manager had not retained or re-allowed any upfront selling commissions, dealer manager
fees or stockholder servicing fees.
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