An Analysis of 2021 and 2022 SEC Comments Issued to REITs

Management and Corporate Governance The SEC pays special attention to externally managed REITs and frequently issues comments to ensure investors are given all relevant information about potential conflicts of interests and that there are adequate policies in place to align the external manager or advisor with stockholders. Areas of frequent comment were: ■ management’s compensation and fees; ■ management and affiliates’ prior experience and involvement in other programs; ■ allocation of investment opportunities; and ■ exclusive forum. Sample Comments ■ Please describe any termination fees that may be payable to your adviser, dealer manager or any of their affiliates. ■ Given your disclosure regarding your sponsor’s assets under management and experience in real estate investing and your references to other sponsor accounts, please provide the disclosure referenced in Item 8 of Industry Guide 5, including any relevant prior performance tables, or provide us with a detailed analysis of why you believe it is not required. Please also refer to CF Disclosure Guidance: Topic No. 6 for guidance. ■ We note your disclosure that there may be overlap of investment opportunities with the Sponsor’s other accounts. Please consider expanding your disclosure to provide insight into the size of any competing funds, and any additional procedures you have to allocate opportunities. ■ We note that your Amended and Restated Bylaws filed as exhibit includes an exclusive forum provision for certain derivative actions other than those arising under the federal securities laws. Please revise your prospectus to clearly and prominently describe these provisions, including any risks or other impacts on investors and any uncertainty about enforceability. Please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. 11 | An Analysis of 2021 and 2022 SEC Comments Issued to REITs