CNSREIT-AR-2024 Final - Flipbook - Page 75
We may purchase assets from or sell assets to the Advisor and its affiliates, and such transactions may cause conflicts of
interest.
We may in the future directly or indirectly source, sell or purchase all or any portion of an asset (or portfolio of assets/
investments) to or from the Advisor and its affiliates or their respective related parties, including parties which such
affiliates or related parties, or Other Cohen & Steers Accounts, own or have invested in. Such transactions will be subject
to the approval of a majority of directors (including a majority of our independent directors) not otherwise interested in the
transaction. The transactions referred to in this paragraph involve conflicts of interest, as our Sponsor and its affiliates may
receive fees and other benefits, directly or indirectly, from or otherwise have interests in both parties to the transaction.
Certain Other Cohen & Steers Accounts have similar or overlapping investment objectives and guidelines, and we will
not be allocated certain opportunities and may be allocated only opportunities with lower relative returns.
Cohen & Steers invests its own capital and third-party capital on behalf of Other Cohen & Steers Accounts in a wide
variety of investment opportunities on a global basis. Not every opportunity suitable for us will be allocated to us in whole
or in part. First, certain exceptions exist that allow specified types of investment opportunities that fall within our
investment objectives or strategy to be allocated in whole or in part to Cohen & Steers itself or Other Cohen & Steers
Accounts, such as strategic investments made by Cohen & Steers itself (whether in financial institutions or otherwise) and
investments by Other Cohen & Steers Accounts that have investment objectives or guidelines similar to or overlapping
with ours. It is expected that some activities of Cohen & Steers and Other Cohen & Steers Accounts will compete with us
for one or more investment opportunities that are consistent with our investment objectives, and as a result such investment
opportunities may only be available on a limited basis, or not at all, to us. The Advisor may have conflicting loyalties in
determining whether an investment opportunity should be allocated to us or an Other Cohen & Steers Account. Our
Sponsor has adopted guidelines and policies, which it can be expected to update from time to time, regarding the allocation
of investment opportunities.
With respect to Other Cohen & Steers Accounts with investment objectives or guidelines that overlap with ours but
that do not have priority over us, investment opportunities are allocated among us and one or more Other Cohen & Steers
Accounts in accordance with our Sponsor9s prevailing policies and procedures on a basis that the Advisor and its affiliates
believe to be fair and equitable in their sole discretion, which may be pro rata based on relative available capital, subject to
the following considerations: (i) any applicable investment objectives or focus of ours and such Other Cohen & Steers
Accounts (which, for us, includes our primary objective of providing attractive current income in the form of regular, stable
cash distributions), (ii) any investment limitations, parameters or contractual provisions of ours and such Other Cohen &
Steers Accounts (e.g., a joint venture between us and an Other Cohen & Steers Account must be on substantially similar
terms), (iii) the sector, geography/location, expected return profile, expected distribution rates, anticipated cash flows,
expected stability or volatility of cash flows, leverage profile, risk profile and other features of the applicable investment
opportunity and its impact on portfolio concentration and diversification (including (A) allocations necessary for us or
Other Cohen & Steers Accounts to maintain a particular concentration in a certain type of investment (e.g., if an Other
Cohen & Steers Account follows a liquid strategy pursuant to which it sells a type of investment more or less frequently
than us and we or such Other Cohen & Steers Account needs a non pro rata additional allocation to maintain a particular
concentration in that type of investment) and (B) whether a particular fund already has its desired exposure to the
investment, sector, industry, geographic region or markets in question), (iv) maintaining structuring and financing
flexibility for shared investments, (v) avoiding allocation that could result in de minimis or odd lot investments and (vi)
legal, tax, accounting, regulatory and other considerations deemed relevant by the Advisor and its affiliates (including
maintaining our qualification as a REIT and our status as a non-investment company exempt from the Investment
Company Act).
The Advisor is the investment advisor to the Cohen & Steers Closed-End Funds, which are closed-end investment
companies registered under the Investment Company Act. The Cohen & Steers Closed-End Funds generally invest in
equity securities of real estate companies, but also either have or may have the ability to invest in similar high-quality,
stabilized real estate assets. To the extent an investment is determined by the Advisor to satisfy the investment objectives of
both us and the Cohen & Steers Closed-End Funds, such investment will generally be allocated in accordance with the
Advisor9s existing policies and procedures at such time.
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