CNSREIT-AR-2024 Final - Flipbook - Page 76
These policies and procedures are designed to comply with the Investment Company Act, which prohibits Cohen &
Steers from arranging for Cohen & Steers Closed-End Funds to participate at the same time in the same high-quality,
stabilized real estate assets as the Company until the Cohen & Steers Closed-End Funds have applied for and been granted
exemptive relief by the SEC. Unless and until such exemptive relief is sought and granted, Cohen & Steers will allocate
between the Company and such Cohen & Steers Closed-End Funds on a rotational basis when both have available capital
for the applicable transaction. If such exemptive relief is sought and granted by the SEC, high-quality, stabilized real estate
assets will be allocated according to the Sponsor9s prevailing policies and procedures on a basis that is fair and equitable.
The Advisor and its affiliates calculate available capital, weigh the factors described above (which will not be
weighted equally) and make other investment allocation decisions in accordance with their prevailing policies and
procedures at such time in their sole discretion, taking into account a variety of considerations, which may include NAV,
any actual or anticipated allocations, expected future fundraising and uses of capital, applicable investment guidelines,
excuse rights and investor preferences, any or all reserves, vehicle sizes, targeted amounts of securities as determined by
the Advisor and its affiliates, geographic limitations and actual or anticipated capital needs or other factors determined by
the Advisor and its affiliates. The manner in which our available capital is determined may differ from, or subsequently
change with respect to, Other Cohen & Steers Accounts. The amounts and forms of leverage utilized for investments will
also be determined by the Advisor and its affiliates in their sole discretion.
Any differences or adjustments with respect to the manner in which available capital is determined with respect to us
or Other Cohen & Steers Accounts may adversely impact our allocation of particular investment opportunities. There is no
assurance that any conflicts arising out of the foregoing will be resolved in our favor. Cohen & Steers is entitled to amend
its policies and procedures at any time without prior notice or our consent.
The amount of performance-based compensation charged or management fees paid by us may be less than or exceed
the amount of performance-based compensation charged or management fees paid by Other Cohen & Steers Accounts.
Such variation may create an incentive for our Sponsor to allocate a greater percentage of an investment opportunity to us
or such Other Cohen & Steers Accounts, as the case may be.
Under certain circumstances, our Advisor may determine not to pursue some or all of an investment opportunity within
our investment objectives and guidelines, including as a result of our prior investments, business or other reasons
applicable to us, Other Cohen & Steers Accounts, Cohen & Steers or its affiliates.
Under certain circumstances, our Advisor may determine not to pursue some or all of an investment opportunity within
our investment objectives and guidelines, including as a result of business, reputational or other reasons applicable to us,
Other Cohen & Steers Accounts, Cohen & Steers or its affiliates. In addition, the Advisor and its affiliates may determine
that we should not pursue some or all of an investment opportunity, including, by way of example, because we have
already invested sufficient capital in the investment, sector, industry, geographic region or markets in question, as
determined by the Advisor and its affiliates in their good faith reasonable sole discretion, or the investment is not
appropriate for us for other reasons as determined by the Advisor and its affiliates in their good faith reasonable sole
discretion. In any such case Cohen & Steers could, thereafter, offer such opportunity to other parties, including Other
Cohen & Steers Accounts, joint venture partners, related parties or third parties. Any such Other Cohen & Steers Accounts
may be advised by a different Cohen & Steers business group with a different investment committee, which could
determine an investment opportunity to be more attractive than the Advisor believes to be the case. In any event, there can
be no assurance that the Advisor9s assessment will prove correct or that the performance of any investments actually
pursued by us will be comparable to any investment opportunities that are not pursued by us. Cohen & Steers, including its
personnel, will, in certain circumstances, receive compensation from any such party that makes the investment, including
an allocation of carried interest or referral fees, and any such compensation could be greater than amounts paid by us to the
Advisor. In some cases Cohen & Steers earns greater fees when Other Cohen & Steers Accounts participate alongside or
instead of us in an investment.
When the Advisor and its affiliates determine not to pursue some or all of an investment opportunity for us that would
otherwise be within our investment objectives and strategies, and Cohen & Steers provides the opportunity or offers the
opportunity to Other Cohen & Steers Accounts, Cohen & Steers, including its personnel (including real estate personnel),
can be expected to receive compensation from the Other Cohen & Steers Accounts, whether or not in respect of a particular
investment, including an allocation of carried interest or referral fees, and any such compensation could be greater than
amounts paid by us to the Advisor. As a result, the Advisor (including real estate personnel who receive such
compensation) could be incentivized to allocate investment opportunities away from us to or source investment
opportunities for Other Cohen & Steers Accounts.
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