Income Opportunities REIT
Cohen & Steers Income Opportunities (CNSREIT)
Material risks and limitations
Important considerations: Cohen & Steers Income Opportunities REIT, Inc. ("CNSREIT") is a newly organized corporation formed to invest primarily in
high quality, income-focused, stabilized assets within the United States. This investment involves a high degree of risk. You should purchase these securities
only if you can afford the complete loss of your investment. You should read the prospectus {LINK TO PROSPECTUS} carefully for a description of the risks
associated with an investment in CNSREIT. These risks include, but are not limited to, the following:
• We have no prior operating history, and there is no assurance that we will achieve our investment objectives.
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Because this is a "blind pool" offering, you will not have the opportunity to evaluate our future investments before we make them.
Since there is no public trading market for shares of our common stock, repurchase of shares by us will likely be the only way to dispose of
your shares. Our share repurchase plan will provide stockholders with the opportunity to request that we repurchase their shares on a
monthly basis, but we are not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that
have been requested to be repurchased in any particular month in our sole discretion. In addition, repurchases will be subject to available
liquidity and other significant restrictions. Further, our board of directors may make exceptions to, modify or suspend our share repurchase
plan if, in its reasonable judgment, it deems such action to be in our best interest and the best interest of our stockholders, such as when
repurchase requests would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on us
that would outweigh the benefit of repurchasing our shares. Our board of directors cannot terminate our share repurchase plan absent a
liquidity event that results in our stockholders receiving cash or securities listed on a national securities exchange or where otherwise
required by law. As a result, our shares should be considered as having only limited liquidity and at times may be illiquid.
We cannot guarantee that we will make distributions, and, if we do, we may fund such distributions from sources other than cash flow from
operations, including, without limitation, the sale of or repayments under our assets, borrowings, return of capital or offering proceeds
(including from sales of our common stock or Operating Partnership units to the Special Limited Partner (each term as defined in the
prospectus), and distributions may also be funded at least in part, indirectly, due to expenses paid on our behalf by the Advisor pursuant to
the Expense Limitation and Reimbursement Agreement, which may be subject to reimbursement to the Advisor, and other temporary
waivers or expense reimbursements to the Advisor or its affiliates, that may be subject to reimbursement to the Advisor or its affiliates. We
have no limits on the amounts we may pay from such sources.
The purchase and repurchase price for shares of our common stock are generally be based on our prior month's net asset value ("NAV") and
are not based on any public trading market. While there will be independent valuations of our properties from time to time, the valuation of
properties is inherently subjective and our NAV may not accurately reflect the actual price at which our properties could be liquidated on any
given day.
We have no employees and are dependent on the Cohen & Steers Capital Management, Inc. (the "Adviser") to conduct our operations. The
Adviser will face conflicts of interest as a result of, among other things, the allocation of investment opportunities among us and other
Cohen & Steers Accounts (as defined in CNSREIT's prospectus), the allocation of time of its investment professionals and the fees that we
will pay to the Adviser.
Principal and interest payments on any borrowings will reduce the amount of funds available for distribution or investment in additional
real estate assets.
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