CNS AR24 Digital - Book - Page 22
Regulation
We are subject to regulation under U.S. federal and state laws, as well as applicable laws in other jurisdictions where we
do business or offer our products and services. Violation of applicable laws or regulations could result in fines, temporary or
permanent prohibition of engagement in certain activities, reputational harm and loss of clients, suspension of personnel or
revocation of their regulatory licenses, suspension or termination of investment adviser and/or broker-dealer registrations, or
other sanctions and penalties.
CSCM, a New York-based subsidiary, is a registered investment adviser with the U.S. Securities and Exchange
Commission (SEC) and is an approved investment manager for Cohen & Steers sponsored Luxembourg-domiciled funds by
the Luxembourg Commission de Surveillance du Secteur Financier (CSSF) and the Central Bank of Ireland (CBI). CSCM is
approved to provide cross-border investment advisory and discretionary investment manager services by the Korean
Financial Services Commission (KFSC). CSCM also has exemptions from registration that allow it to provide investment
management services to institutions in Australia and Canada. CSCM is a registered commodity trading adviser and a
registered commodity pool operator with the Commodities Futures Trading Commission (CFTC) and is a member of the
National Futures Association (NFA), a futures industry self-regulatory organization. The CFTC and NFA regulate futures
contracts, swaps and various other financial instruments in which the Company and certain of its clients may invest.
CSUK, our United Kingdom-based subsidiary, is a registered investment adviser with the SEC and regulated as an
investment firm by the United Kingdom Financial Conduct Authority (FCA). CSUK is also an approved investment manager
for Cohen & Steers sponsored Luxembourg-domiciled funds with the CSSF and CBI, and is registered as a third-country firm
with the Belgium Financial Services Market Authority (FSMA). CSUK also has exemptions from registration that allow it to
provide investment management services to institutions in Canada. As a regulated entity in the UK, CSUK is subject to
certain liquidity and capital resources requirements, which may limit our ability to withdraw capital from CSUK. CSUK is
also subject to substantially similar regulations to certain pan-European regulations, including the Directive on Markets in
Financial Instruments repealing Directive 2004/39/EC (MiFID II) and the Regulation on Markets in Financial Instruments
(MiFIR).
CSAL, our Hong Kong-based subsidiary, is a registered investment adviser with the SEC and the Hong Kong Securities
and Futures Commission (SFC). CSAL is subject to the Securities and Futures Ordinance (SFO), which regulates, among
other things, offers of investments to the public and the licensing of intermediaries. CSAL and its employees conducting any
of the regulated activities specified in the SFO are required to be licensed with the SFC and are subject to the rules, codes and
guidelines issued by the SFC.
In their capacity as U.S. registered investment advisers, CSCM, CSUK and CSAL are subject to the rules and
regulations of the Investment Advisers Act of 1940 (Advisers Act). The Advisers Act imposes numerous obligations on
registered investment advisers, including recordkeeping, operational and marketing requirements, disclosure obligations and
prohibitions on fraudulent activities. In addition, our subsidiaries that serve as investment adviser or subadvisor to U.S.
registered funds are subject to the Investment Company Act, which imposes additional governance, compliance, reporting
and fiduciary obligations.
CSJL, our Japan-based subsidiary, is a financial instruments operator (discretionary investment management and
investment advisory and agency) registered with the Kanto Local Finance Bureau (KLFB), and accordingly with the
Financial Services Agency of Japan (FSA), and is subject to the Financial Instruments and Exchange Act. CSJL supports the
marketing, client service and business development activities of the Company and may serve as an intermediary for
investment products managed by other affiliates.
CSIL, our Irish subsidiary, is an Undertakings for Collective Investment in Transferable Securities (UCITS)
management company regulated by the CBI with permission to provide individual portfolio management and investment
advice in accordance with the European Communities (UCITS) Regulations, 2011, and as such provides substantive
oversight of investment, marketing and client service activities. As a result, CSIL is subject to certain aspects of MiFID II as
well as the UCITS regulatory regime.
4
