CNSREIT-AR-2024 Final - Flipbook - Page 78
In connection with negotiating loans, bank or securitization financings in respect of our real estate-related transactions,
Cohen & Steers will generally obtain the right to participate on its own behalf (or on behalf of vehicles it manages) in a
portion of the financings with respect to such Cohen & Steers-sponsored transactions (including transactions where the
underlying collateral includes property owned by Other Cohen & Steers Accounts) upon an agreed upon set of terms. We
do not believe that this arrangement has an effect on the overall terms and conditions negotiated with the arrangers of such
senior loans other than as described in the preceding sentence. If we make or have an investment in a property in which an
Other Cohen & Steers Account has a mezzanine or other debt investment, or vice versa, Cohen & Steers may have
conflicting loyalties between its duties to us and to other affiliates. Such investments may inherently give rise to actual or
perceived conflicts of interest between or among the various classes of securities that may be held by such entities. Because
of the affiliation with Cohen & Steers, the Advisor may have a greater incentive to invest in Cohen & Steers-sponsored
financings (as compared to real estate-related financings sponsored by other real estate firms or financial sponsors). In
certain circumstances, we may be required to commit funds necessary for an investment prior to the time that all
anticipated debt financing has been secured. In such circumstance, Other Cohen & Steers Accounts or Cohen & Steers
itself may receive compensation for providing such financing or commitment, which fees will not be shared with or
otherwise result in an offset of the management fee paid to the Advisor. The conflicts applicable to Other Cohen & Steers
Accounts who invest in different securities of issuers will apply equally to Cohen & Steers itself in such situations.
To the extent that we make or have an investment in, or through the purchase of debt obligations become a lender to, a
company in which an Other Cohen & Steers Account has a debt or equity investment (including through investments in
CMBS where the underlying properties are owned by Other Cohen & Steers Accounts), Cohen & Steers will generally
have conflicting loyalties between its duties to us and to Other Cohen & Steers Accounts. In that regard, actions may be
taken for the Other Cohen & Steers Accounts that are adverse to us (and vice versa). Moreover, we will generally
