CNSREIT-AR-2024 Final - Flipbook - Page 77
The Advisor and its affiliates make good faith determinations for allocation decisions based on expectations that will,
in certain circumstances, prove inaccurate. Information unavailable to the Advisor, or circumstances not foreseen by the
Advisor at the time of allocation, may cause an investment opportunity to yield a different return than expected. For
example, an investment opportunity that the Advisor and its affiliates determine to be consistent with the return objective
of Other Cohen & Steers Accounts rather than us may not match the expectations and underwriting of the Advisor and its
affiliates and generate an actual return that would have been appropriate for us. Conversely, an investment that the Advisor
and its affiliates expect to be consistent with our return objectives will, in certain circumstances, fail to achieve them. 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.
Our Board has adopted a resolution that renounces our interest or expectancy with respect to business opportunities
and competitive activities.
Our Board has adopted a resolution that renounces our interest or expectancy in, or in being offered an opportunity to
participate in, business opportunities, and provides that none of Cohen & Steers or its affiliates, our directors or any person
our directors control must refrain from competing with us or present to us such business opportunities. Under this
resolution Cohen & Steers and its affiliates and our directors or any person our directors control are not obligated to present
to us opportunities unless those opportunities are expressly offered to such person in his or her capacity as a director or
officer and intended exclusively for us or any of our subsidiaries, and those persons will be able to engage in competing
activities without any restriction imposed as a result of Cohen & Steers9 or its affiliates9 status as a stockholder or Cohen &
Steers9 affiliates9 status as our officers or directors.
We may co-invest with Cohen & Steers affiliates and such investments are at times in different parts of the capital
structure of an issuer and may otherwise involve conflicts of interest. When we hold investments in which Other Cohen
& Steers Accounts have a different principal investment, conflicts of interest arise between us and Other Cohen &
Steers Accounts, and the Advisor may take actions that are adverse to us.
We may co-invest with Other Cohen & Steers Accounts in investments that are suitable for both us and such Other
Cohen & Steers Accounts. We may hold an interest in an investment that is different (including with respect to relative
seniority) than the interests held by Other Cohen & Steers Accounts (and in certain circumstances, the Advisor will be
unaware of an Other Cohen & Steers Account9s participation, as a result of information walls or otherwise). In these
situations, conflicts of interest will arise. In order to mitigate any such conflicts of interest, in certain circumstances we will
likely recuse ourselves from participating in any decisions relating or with respect to such investment by us or the
applicable investments by the Other Cohen & Steers Accounts, or by establishing groups separated by information barriers
(which can be expected to be temporary and limited purpose in nature) within Cohen & Steers to act on behalf of each of
the clients. Despite these, and any of the other actions described below that the Advisor may take to mitigate the conflict,
Cohen & Steers may be required to take action when it will have conflicting loyalties between its duties to us and such
Other Cohen & Steers Accounts, which may adversely impact us. In that regard, actions may be taken for the Other Cohen
& Steers Accounts that are adverse to us (and vice versa). If the Other Cohen & Steers Account maintains voting rights
with respect to the securities it holds, or if we do not recuse ourselves, Cohen & Steers may be required to take action
where it will have conflicting loyalties between its duties to us and such Other Cohen & Steers Account, which may
adversely impact us. If we recuse ourselves from decision-making, we will generally rely upon a third party to make the
decisions, and the third party could have conflicts or otherwise make decisions that Cohen & Steers would not have made.
There can be no assurance that any conflict will be resolved in our favor. Conflicts can also be expected to arise in
determining the amount of an investment, if any, to be allocated among potential investors and the respective terms thereof.
There can be no assurance that the return on our investment will be equivalent to or better than the returns obtained by the
other affiliates participating in the transaction. In addition, it is anticipated that in a bankruptcy proceeding our interest will
likely be subordinated or otherwise adversely affected by virtue of such Other Cohen & Steers Accounts9 involvement and
actions relating to such investment. For example, in circumstances where we hold a junior mezzanine interest in an issuer,
holders of more senior classes of debt issued by such entity (which may include Other Cohen & Steers Accounts) may take
actions for their benefit (particularly in circumstances where such issuer faces financial difficulty or distress) that further
subordinate or adversely impact the value of our investment in such issuer.
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