CNSREIT-AR-2024 Final - Flipbook - Page 81
Although Cohen & Steers selects service providers and vendors it believes are most appropriate in the circumstances
based on its knowledge of such service providers and vendors (which knowledge is generally greater in the case of service
providers and vendors that have other relationships to Cohen & Steers), the relationship of service providers and vendors to
Cohen & Steers as described above will, in certain circumstances, influence Cohen & Steers in deciding whether to select
or recommend such an advisor or service provider to perform services for us, the cost of which will generally be borne
directly or indirectly by us, and incentivize Cohen & Steers to engage such service provider over another third party, utilize
the services of such service providers and vendors more frequently than would be the case absent the conflict, or to cause
us to pay such service providers and vendors higher fees or commissions than would be the case absent the conflict. The
incentive could be created by current income or the generation of enterprise value in a service provider or vendor. Cohen &
Steers may also have an incentive to invest in or create service providers and vendors to realize on these opportunities.
Furthermore, Cohen & Steers may from time to time encourage third-party service providers to Other Cohen & Steers
Accounts to use other service providers and vendors in which Cohen & Steers has an interest, and Cohen & Steers has an
incentive to use third-party service providers who do so as a result of the additional business for the related service
providers and vendors. Fees paid to or value created in these service providers and vendors do not offset or reduce the
Advisor9s management fee and are not otherwise shared with us. In the case of brokers of securities, our Sponsor has a best
execution policy that it updates from time to time to comply with regulatory requirements in applicable jurisdictions.
Cohen & Steers, Other Cohen & Steers Accounts and personnel and related parties of the foregoing may in the future
receive fees and compensation, including performance-based and other incentive fees, for products and services provided
to us, such as fees for asset, development and property management; arranging, underwriting, syndication or refinancing of
a loan or investment (or other additional fees, including acquisition fees, loan modification or restructuring fees); loan
servicing; special servicing; other servicing; administrative services; advisory services on purchase or sale of an asset or
company; other advisory services; investment banking and capital market services; placement agent services; fund
administration; internal legal and tax planning services; information technology products and services; insurance
procurement; brokerage solutions and risk management services; data extraction and management products and services;
fees for monitoring and oversight of loans, property, title and other types of insurance and related services; and other
products and services (including restructuring, consulting, monitoring, commitment, syndication, origination,
organizational and financing and divestment services). Such parties will also provide products and services for fees to
Cohen & Steers, Other Cohen & Steers Accounts and their personnel and related parties, as well as third parties.
Legal fees for unconsummated transactions are often charged at a discounted rate, such that if we consummate a higher
percentage of transactions with a particular law firm than Cohen & Steers, Other Cohen & Steers Accounts and their
respective affiliates, we could indirectly pay a higher net effective rate for the services of that law firm than Cohen &
Steers or Other Cohen & Steers Accounts or their respective affiliates. Also, advisors, vendors and service providers often
charge different rates or have different arrangements for different types of services. For example, advisors, vendors and
service providers often charge fees based on the complexity of the matter as well as the expertise and time required to
handle it. Therefore, to the extent the types of services used by us are different from those used by Cohen & Steers, Other
Cohen & Steers Accounts and their respective affiliates and personnel, we can be expected to pay different amounts or
rates than those paid by such other persons. Similarly, Cohen & Steers, the Other Cohen & Steers Accounts and affiliates
and we can be expected to enter into agreements or other arrangements with vendors and other similar counterparties
(whether such counterparties are affiliated or unaffiliated with Cohen & Steers) from time to time whereby such
counterparty will, in certain circumstances, charge lower rates (or no fee) or provide discounts or rebates for such
counterparty9s products or services depending on the volume of transactions in the aggregate or other factors.
In addition to the service providers and vendors described above, we will engage in transactions with one or more
businesses that are owned or controlled by Cohen & Steers directly, not through one of its funds, including the businesses
described below. These businesses will, in certain circumstances, also enter into transactions with other counterparties of
ours. Cohen & Steers could benefit from these transactions and activities through current income and creation of enterprise
value in these businesses. Furthermore, Cohen & Steers will from time to time encourage our third-party service providers
to use other Cohen & Steers-affiliated service providers and vendors in connection with our business and the business of
unaffiliated entities, and Cohen & Steers has an incentive to use third-party service providers who do so as a result of the
indirect benefit to Cohen & Steers and additional business for the related service providers and vendors. No fees charged
by these service providers and vendors will offset or reduce the Advisor9s management fees. Furthermore, Cohen & Steers,
the Other Cohen & Steers Accounts and their respective affiliates and related parties will use the services of these Cohen &
Steers affiliates, including at different rates. Although Cohen & Steers believes the services provided by its affiliates are
likely to be equal to or better than those of third parties, Cohen & Steers directly benefits from the engagement of these
affiliates, and there is therefore an inherent conflict of interest.
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