1284812--3/16/2006--COHEN_&_STEERS

related topics

{stock, price, operating}

{loan, real, estate}

{acquisition, growth, future}

{loss, insurance, financial}

{cost, contract, operation}

{cost, regulation, environmental}

{stock, price, share}

{tax, income, asset}

{regulation, government, change}

{provision, law, control}

{competitive, industry, competition}

{personnel, key, retain}

{interest, director, officer}

{condition, economic, financial}

{capital, credit, financial}

{regulation, change, law}

{system, service, information}

We depend on Martin Cohen and Robert Steers, our co-chairmen and co-chief executive officers, and the loss of their services would have a material adverse effect on us. Our ability to operate our company effectively could be impaired if we lose key personnel. A decline in the prices of securities could lead to a decline in revenue and earnings. A general decline in the performance of securities in the real estate sector could have an adverse effect on the assets we manage and our revenue. Our growth may be constrained by the limited size and number of issuers in the real estate securities market. A decline in the market for closed-end mutual funds could reduce our ability to raise future assets to manage. We may incur losses associated with our underwriting activities, which could adversely affect results and may negatively affect our earnings. Our clients can withdraw the assets we manage on short notice, making our future client and revenue base unpredictable. Loss of significant institutional separate accounts would decrease our revenue. Future investment performance could reduce the assets we manage and our revenue and income. Rising interest rates could negatively impact our business. The inability to access clients through intermediaries could have a material adverse effect on our business. Fee pressures could reduce our revenue and profitability. Our business strategy may not be successful. We could experience losses and significant volatility in connection with the activities of Investment Banking. Compliance failures and changes in regulation could adversely affect us. Regulatory developments designed to increase the independence of mutual fund boards of directors may result in downward pressure on our fees and could result in mutual funds not renewing their investment advisory and administration agreements with us. Failure to comply with fair value pricing and late trading policies and procedures may adversely affect us. New regulations restricting the use of soft dollars could result in an increase of our expenses. The asset management industry is intensely competitive. Failure to maintain adequate infrastructure could impede our ability to support business growth. Risks Related to Our Common Stock We are controlled by Mr. Cohen and Mr. Steers, whose interests may differ from those of other stockholders. Sales of a substantial number of shares of our common stock may adversely affect the market price of our common stock; and the issuance of additional shares will dilute all other stockholdings. Anti-takeover provisions in our charter documents and Delaware law could delay or prevent a change in control.

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1284812--3/16/2006--COHEN_&_STEERS_INC