CNSREIT-AR-2024 Final - Flipbook - Page 80
Cohen & Steers9 potential involvement in financing a third party9s purchase of assets from us could lead to potential or
actual conflicts of interest.
We may from time to time dispose of all or a portion of an investment by way of a third-party purchaser9s bid where
Cohen & Steers or one or more Other Cohen & Steers Accounts is providing financing as part of such bid or acquisition of
the investment or underlying assets thereof. This may include the circumstance where Cohen & Steers or one or more
Other Cohen & Steers Accounts is making commitments to provide financing at or prior to the time such third-party
purchaser commits to purchase such investments or assets from us. Such involvement of Cohen & Steers or one or more
Other Cohen & Steers Accounts as such a provider of debt financing in connection with the potential acquisition of
portfolio investments by third parties from us may give rise to potential or actual conflicts of interest.
Disputes between Cohen & Steers and our joint venture partners who have pre-existing investments with Cohen &
Steers may affect our investments relating thereto.
Some of the third-party operators and joint-venture partners with which the Advisor may elect to co-invest our capital
may have pre-existing investments with Cohen & Steers. The terms of these pre-existing investments may differ from the
terms upon which we invest with such operators and partners. To the extent a dispute arises between Cohen & Steers and
such operators and partners, our investments relating thereto may be affected.
Certain principals and employees will, in certain circumstances, be involved in and have a greater financial interest in
the performance of Other Cohen & Steers Accounts, and such activities may create conflicts of interest in making
investment decisions on our behalf.
Certain Cohen & Steers personnel will, in certain circumstances, be subject to a variety of conflicts of interest relating
to their responsibilities to us and Other Cohen & Steers Accounts, and their outside personal or business activities,
including as members of investment or advisory committees or boards of directors of or advisors to investment funds,
corporations, foundations or other organizations. Such positions create a conflict if such other entities have interests that
are adverse to ours, including if such other entities compete with us for investment opportunities or other resources.
The Cohen & Steers personnel in question may have a greater financial interest in the performance of the other entities
than our performance. This involvement may create conflicts of interest in making investments on our behalf and on behalf
of such other funds, accounts and other entities. Although the Advisor will generally seek to minimize the impact of any
such conflicts, there can be no assurance they will be resolved favorably for us. Also, Cohen & Steers personnel are
generally permitted to invest in alternative investment funds, private equity funds, real estate funds, hedge funds and other
investment vehicles, as well as engage in other personal trading activities relating to companies, assets, securities or
instruments (subject to Cohen & Steers9 code of ethics requirements), some of which will involve conflicts of interest.
Such personal securities transactions will, in certain circumstances, relate to securities or instruments, which can be
expected to also be held or acquired by us or Other Cohen & Steers Accounts, or otherwise relate to companies or issuers
in which we have or acquire a different principal investment (including, for example, with respect to seniority). There can
be no assurance that conflicts of interest arising out of such activities will be resolved in our favor. Investors will not
receive any benefit from any such investments, and the financial incentives of Cohen & Steers personnel in such other
investments could be greater than their financial incentives in relation to us.
The Advisor may face conflicts of interest in choosing our service providers and certain service providers may provide
services to the Dealer Manager, the Advisor or Cohen & Steers on more favorable terms than those payable by us.
Certain third-party advisors and other service providers and vendors to us (including accountants, administrators,
lenders, bankers, brokers, custodians, attorneys, consultants, title agents, property managers and investment or commercial
banking firms) provide goods or services to, or have other business, personal, financial or other relationships with, Cohen
& Steers, the Other Cohen & Steers Accounts, the Dealer Manager, the Advisor and affiliates and personnel of the
foregoing. Also, advisors, lenders, investors, commercial counterparties, vendors and service providers (including any of
their respective affiliates or personnel) to us could have other commercial or personal relationships with Cohen & Steers,
Other Cohen & Steers Accounts and their respective affiliates, personnel or family members of personnel of the foregoing.
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