CNSREIT-AR-2024 Final - Flipbook - Page 79
Our Sponsor may have an opportunity to acquire a portfolio or pool of assets, securities and instruments in a single or
related transactions with a particular seller that it determines in its sole discretion should be divided and allocated among us
and Other Cohen & Steers Accounts, including where certain of such assets, securities or instruments are specifically
allocated (in whole or in part) to us and such Other Cohen & Steers Accounts. Such allocations generally would be based
on its assessment of, among other things, the expected returns and risk profile of the portfolio and each of the assets therein
and may provide greater benefits to Other Cohen & Steers Accounts than to us (or vice versa). For example, some of the
assets in a pool may have an opportunistic return profile not appropriate for us. Also, a pool may contain both debt and
equity instruments that our Sponsor determines should be allocated to different funds. In all of these situations, the
combined purchase price paid to a seller would be allocated among the multiple assets, securities and instruments in the
pool based on a determination by the seller, by a third-party valuation firm or by the Advisor and its affiliates, and
therefore among us and the Other Cohen & Steers Accounts acquiring any of the assets, securities and instruments,
although our Sponsor could, in certain circumstances, allocate value to us and such Other Cohen & Steers Accounts on a
different basis than the contractual purchase price. To the extent that any such allocations would cause us to participate in a
transaction with Other Cohen & Steers Accounts for a portfolio or pool of assets, securities and instruments that we
otherwise may not have acquired individually, our Sponsor will have conflicting loyalties between its duties to us and to
Other Cohen & Steers Accounts.
Similarly, there will likely be circumstances in which we and Other Cohen & Steers Accounts will sell assets in a
single or related transactions to a buyer. In some cases a counterparty will require an allocation of value in the purchase or
sale contract, though our Sponsor could determine such allocation of value is not accurate and should not be relied upon.
Unless an appraisal is required by our charter, our Sponsor will generally rely upon internal analysis to determine the
ultimate allocation of value, though it could also obtain third-party valuation reports. Regardless of the methodology for
allocating value, our Sponsor will have conflicting duties to us and Other Cohen & Steers Accounts when they buy or sell
assets together in a portfolio, including as a result of different financial incentives our Sponsor has with respect to different
vehicles, most clearly when the fees and compensation, including performance-based compensation, earned from the
different vehicles differ. There can be no assurance that our investment will not be valued or allocated a purchase price that
is higher or lower than it might otherwise have been allocated if such investment were acquired or sold independently
rather than as a component of a portfolio shared with Other Cohen & Steers Accounts.
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.
Cohen & Steers may raise or manage Other Cohen & Steers Accounts, which could result in the reallocation of Cohen
& Steers personnel and the direction of potential investments to such Other Cohen & Steers Accounts.
Cohen & Steers reserves the right to raise or manage Other Cohen & Steers Accounts, including income-focused,
opportunistic and stabilized and substantially stabilized real estate funds or separate accounts, dedicated managed accounts,
investments suitable for lower-risk, lower-return funds or higher-risk, higher-return funds, real estate debt obligation and
trading investment vehicles, real estate funds primarily making investments globally, in a particular region outside of the
U.S. and Canada, or in a single sector of the real estate investment space (e.g., office, industrial, retail or residential) or
making non-controlling investments in public and private debt and equity securities and investment funds that may have
the same or similar investment objectives or guidelines as us or investments, including those raised by us and one or more
managed accounts (or other similar arrangements structured through an entity) for the benefit of one or more specific
investors (or related group of investors) which, in each case, may have investment objectives or guidelines that overlap
with ours. See 3
