CNSREIT-AR-2024 Final - Flipbook - Page 82
Certain Cohen & Steers-affiliated service providers and their respective personnel may receive a management
promote, an incentive fee and other performance-based compensation in respect of our investments. Furthermore, Cohen &
Steers-affiliated service providers can be expected to charge costs and expenses based on allocable overhead associated
with personnel working on relevant matters (including salaries, benefits and other similar expenses); provided that these
amounts will not exceed market rates as determined to be appropriate under the circumstances. Generally, we may engage
Cohen & Steers-affiliated service providers only if a majority of our Board, and a majority of the members of the affiliate
transaction committee (which is composed of each of our independent directors), not otherwise interested in the transaction
approve the transaction as being fair and reasonable to us and on terms and conditions no less favorable to us than those
available from unaffiliated third parties.
The Advisor and its affiliates will make determinations of market rates (i.e., rates that fall within a range that the
Advisor and its affiliates has determined is reflective of rates in the applicable market and certain similar markets, though
not necessarily equal to or lower than the median rate of comparable firms) based on its consideration of a number of
factors, which are generally expected to include the experience of the Advisor and its affiliates with non-affiliated service
providers as well as benchmarking data and other methodologies determined by the Advisor and its affiliates to be
appropriate under the circumstances. In respect of benchmarking, while Cohen & Steers often obtains benchmarking data
regarding the rates charged or quoted by third parties for services similar to those provided by Cohen & Steers affiliates in
the applicable market or certain similar markets, relevant comparisons may not be available for a number of reasons,
including as a result of a lack of a substantial market of providers or users of such services or the confidential or bespoke
nature of such services (e.g., within property management services, different assets may receive different property
management services). In addition, benchmarking data is based on general market and broad industry overviews, rather
than determined on an asset by asset basis. As a result, benchmarking data does not take into account specific
characteristics of individual assets then owned or to be acquired (such as location or size), or the particular characteristics
of services provided. For these reasons, such market comparisons may not result in precise market terms for comparable
services. Expenses to obtain benchmarking data will be borne by us or by Other Cohen & Steers Accounts and will not
offset the management fee we pay to the Advisor. Finally, in certain circumstances third-party benchmarking may be
considered unnecessary, including because the price for a particular good or service is mandated by law (e.g., title
insurance in rate regulated states). Some of the services performed by Cohen & Steers-affiliated service providers could
also be performed by our Sponsor from time to time and vice versa. Fees paid by us to Cohen & Steers-affiliated service
providers do not offset or reduce the management fee we pay to the Advisor and are not otherwise shared with us.
Cohen & Steers and Other Cohen & Steers Accounts operate in multiple industries, including the real estate related
information technology industry, and provide products and services to or otherwise contract with us, among others. In
connection with any such investment, Cohen & Steers and Other Cohen & Steers Accounts (or their respective personnel
and related parties) can be expected to make referrals or introductions to us in an effort, in part, to increase the customer
base of such companies or businesses or because such referrals or introductions will, in certain circumstances, result in
financial benefits, such as cash payments, additional equity ownership, participation in revenue share, accruing to the party
making the introduction. We typically will not share in any fees, economics, equity or other benefits accruing to Cohen &
Steers and Other Cohen & Steers Accounts as a result of such introduction.
We will purchase or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) to
insure us, our portfolio properties, the Advisor, Cohen & Steers and their respective directors, officers, employees, agents
and representatives and other indemnified parties, against liability in connection with our activities. This includes a portion
of any premiums, fees, costs and expenses for one or more
