BROOKFIELD REAL ESTATE INCOME TRUST INC. (Form: SC 13D/A, Received: 07/01/2022 14:33:36)

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

with

Sole Voting Power

0

Shared Voting Power

23,018,116

Sole Dispositive Power

0

Shared Dispositive Power

23,018,116

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

BROOKFIELD REAL ESTATE INCOME TRUST INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

N/A

(CUSIP Number)

Justin B. Beber

Brookfield Asset Management Inc.

Brookfield Place, Suite 300

181 Bay Street, P.O. Box 762

Toronto, Ontario M5J 2T3

Tel: (416) 956-5182

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 29, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1.		Name of Reporting Person BROOKFIELD ASSET MANAGEMENT INC.
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization ONTARIO

1.	Percentage based upon 73,159,357 shares of the Issuer’s common stock outstanding based on information provided by the Issuer.


1.		Name of Reporting Person BAM PARTNERS TRUST
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization ONTARIO

1.	Percentage based upon 73,159,357 shares of the Issuer’s common stock outstanding based on information provided by the Issuer.


1.		Name of Reporting Person BROOKFIELD HOLDINGS CANADA INC.
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization ONTARIO

1.	Percentage based upon 73,159,357 shares of the Issuer’s common stock outstanding based on information provided by the Issuer.


1.		Name of Reporting Person BROOKFIELD US HOLDINGS INC.
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization ONTARIO

1.	Percentage based upon 73,159,357 shares of the Issuer’s common stock outstanding based on information provided by the Issuer.


1.		Name of Reporting Person BROOKFIELD US INC.
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization DELAWARE

1.	Percentage based upon 73,159,357 shares of the Issuer’s common stock outstanding based on information provided by the Issuer.


1.		Name of Reporting Person BROOKFIELD US II INC.
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization DELAWARE

1.	Percentage based upon 73,159,357 shares of the Issuer’s common stock outstanding based on information provided by the Issuer.


1.		Name of Reporting Person BROOKFIELD PROPERTY MASTER HOLDINGS LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization DELAWARE

1.	Percentage based upon 73,159,357 shares of the Issuer’s common stock outstanding based on information provided by the Issuer.


1.		Name of Reporting Person BROOKFIELD PROPERTY GROUP LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization DELAWARE

1.	Percentage based upon 73,159,357 shares of the Issuer’s common stock outstanding based on information provided by the Issuer.


1.		Name of Reporting Person BROOKFIELD PROPERTY GROUP II LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization DELAWARE

1.	Percentage based upon 73,159,357 shares of the Issuer’s common stock outstanding based on information provided by the Issuer.


1.		Name of Reporting Person BUSI II NTR SUB LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization DELAWARE

1.	Percentage based upon 73,159,357 shares of the Issuer’s common stock outstanding based on information provided by the Issuer.


1.		Name of Reporting Person BUSI II GP-C LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization DELAWARE

1.	Percentage based upon 73,159,357 shares of the Issuer’s common stock outstanding based on information provided by the Issuer.


1.		Name of Reporting Person BUSI II-C L.P.
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization DELAWARE

1.	Percentage based upon 73,159,357 shares of the Issuer’s common stock outstanding based on information provided by the Issuer.


1.		Name of Reporting Person BROOKFIELD PUBLIC SECURITIES GROUP HOLDINGS LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization DELAWARE

1.	Percentage based upon 73,159,357 shares of the Issuer’s common stock outstanding based on information provided by the Issuer.


1.		Name of Reporting Person BROOKFIELD PUBLIC SECURITIES GROUP LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization DELAWARE

1.	Percentage based upon 73,159,357 shares of the Issuer’s common stock outstanding based on information provided by the Issuer.


1.		Name of Reporting Person BIM CAPITAL LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization DELAWARE

1.	Percentage based upon 73,159,357 shares of the Issuer’s common stock outstanding based on information provided by the Issuer.


1.		Name of Reporting Person BROOKFIELD REIT ADVISER LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization DELAWARE

1.	Percentage based upon 73,159,357 shares of the Issuer’s common stock outstanding based on information provided by the Issuer.

EXPLANATORY NOTE

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is being filed with respect to the common stock, par value $0.01 per share (the “Shares”), of Brookfield Real Estate Income Trust Inc., a Maryland corporation (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed on June 6, 2022 (collectively, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of this Schedule 13D is hereby amended to incorporate by reference the information set forth in Item 6 of this Amendment No. 1 and to add the following:

On June 29, 2022, BUSI II-C assigned 20,547,122 OP Units designated as Class I OP Units to the Issuer in exchange for 20,547,122 Shares designated as Class I Shares pursuant to that certain Omnibus Assignment, Conversion and Redemption Agreement dated June 29, 2022, by and between BUSI II-C and the Issuer, among others, (the “Assignment Agreement”). This description of the Assignment Agreement is not intended to be complete and is qualified in its entirety by reference to the Assignment Agreement, which is filed as an exhibit hereto and incorporated by reference herein.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a)-(b) Calculations of the percentage of Shares beneficially owned assumes that there were 73,159,357 Shares outstanding, based on information provided by the Issuer.

As of the date hereof, (i) BUSI II-C directly holds 22,728,359 Shares, 2,164,008 of which were designated as Class E Shares and 20,564,352 of which were designated as Class I Shares, (ii) BIM directly holds 55,010 Shares, all of which were designated as Class E Shares, (iii) PSG directly holds 12,281Shares, all of which were designated as Class E Shares, and (iv) the Adviser directly holds 222,466 Shares, all of which were designated as Class E Shares.

BUSI II GP-C is the general partner of BUSI II-C. NTR Sub is the managing member of BUSI II GP-C and a limited partner of of BUSI II-C. BPG II is the sole member of NTR Sub. BUSI II is the managing member of BPG II.

BUSI is the managing member of each of PSG Holdings and BPM Holdings. PSG Holdings is the managing member of both PSG and BIM. BPM Holdings is the managing member of BPG. BPG is the managing member of the Adviser.

BUSHI is the sole shareholder of each of BUSI and BUSI II. BHC is the sole shareholder of BUSHI. BAM is the sole shareholder of BHC. The BAM Partnership, is the sole owner of BAM Class B Shares. BAM Partners, as trustee of the BAM Partnership, has the ability to appoint one half of the board of directors of BAM and, as such, may be deemed to indirectly control the decisions of BAM regarding the vote and disposition of the Shares beneficially owned by BAM; therefore, BAM Partners may be deemed to have indirect beneficial ownership of the Shares held by BAM. Pursuant to Rule 13d-4 of the Exchange Act, BAM Partners declares that filing this Schedule 13D shall not be construed as an admission that either it or the BAM Partnership is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13D, and such beneficial ownership is expressly disclaimed.

The aggregate number and percentage of the Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of Shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on Rows 7 through 11 and Row 13 of the cover pages of this Schedule 13D, and are incorporated herein by reference.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than BUSI II-C, BIM, PSG and the Adviser to the extent they directly hold the Issuer securities reported on this Schedule 13D) is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) of the Act.

(c) Except as set forth below, none of the Reporting Persons has engaged in any transaction during the past 60 days in any Shares.

On April 28, 2022, the Issuer declared distributions on the Shares that are payable to holders of record immediately following the close of business on April 28, 2022 and were paid on May 20, 2022. With respect to the Shares directly held by BUSI II-C, BIM, PSG and the Adviser, these distributions were reinvested in an additional 11,501, 290, 65 and 266 Shares, respectively, pursuant to the Issuer’s DRIP.

On May 27, 2022, the Issuer declared distributions on the Shares that are payable to holders of record immediately following the close of business on May 27, 2022 and were paid on June 20, 2022. With respect to the Shares directly held by BUSI II-C, BIM, PSG and the Adviser, these distributions were reinvested in an additional 11,472, 290, 65 and 265 Shares, respectively, pursuant to the Issuer’s DRIP.

On June 1, 2022, the Company issued 172,098 Shares to the Adviser pursuant to the terms of the Advisory Agreement as payment for management fees for the period beginning January 1, 2022 and ended May 31, 2022.

On June 29, 2022, BUSI II-C assigned 20,547,122 OP Units designated as Class I OP Units to the Issuer in exchange for 20,547,122 Shares designated as Class I Shares pursuant to the Assignment Agreement.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein as beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of this Schedule 13D is hereby amended to incorporate by reference the information set forth in Item 4 of this Amendment No. 1 and to add the following:

On June 29, 2022, immediately prior to the consummation of the assignment pursuant to the Assignment Agreement discussed in Item 4 above, BUSI II-C received 20,547,122 OP Units designated as Class I OP Units from the Operating Partnership in exchange for 19,978,055 OP Units designated as Class E OP Units, which amount represents an equivalent NAV based on the NAV per Class E OP Unit and NAV per Class I OP Unit, respectively, as of May 31, 2022.

Item 7. Materials to be Filed as Exhibits.

Item 7 of this Schedule 13D is hereby amended to add the following exhibit:

10.

Omnibus Assignment, Conversion and Redemption Agreement, dated June 29, 2022, by and between BUSI II-C L.P. and Brookfield Real Estate Income Trust Inc., among others, (filed herewith)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: July 1, 2022	BROOKFIELD ASSET MANAGEMENT INC.

	By:	/s/ Kathy Sarpash
	Name:	Kathy Sarpash
	Title:	Senior Vice President

	BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC.

	By:	/s/ Kathy Sarpash
	Name:	Kathy Sarpash
	Title:	Secretary

	BROOKFIELD HOLDINGS CANADA INC.

	By:	/s/ Kathy Sarpash
	Name:	Kathy Sarpash
	Title:	Vice President and Secretary

	BROOKFIELD US HOLDINGS INC.

	By:	/s/ Kathy Sarpash
	Name:	Kathy Sarpash
	Title:	Vice President and Secretary

	BROOKFIELD US INC.

	By:	/s/ Kathy Sarpash
	Name:	Kathy Sarpash
	Title:	Secretary

	BROOKFIELD US II INC.

	By:	/s/ Melissa Lang
	Name:	Melissa Lang
	Title:	Managing Director

	BROOKFIELD PROPERTY MASTER HOLDINGS LLC

	By:	/s/ Melissa Lang
	Name:	Melissa Lang
	Title:	Managing Director

	BROOKFIELD PROPERTY GROUP LLC

	By:	/s/ Melissa Lang
	Name:	Melissa Lang
	Title:	Managing Director


BROOKFIELD PROPERTY GROUP II LLC

By:		/s/ Melissa Lang
Name:		Melissa Lang
Title:		Managing Director

BUSI II NTR SUB LLC

By:		/s/ Melissa Lang
Name:		Melissa Lang
Title:		Managing Director

BUSI II GP-C LLC

By:		/s/ Melissa Lang
Name:		Melissa Lang
Title:		Managing Director

BUSI II-C L.P., by its general partner, BUSI II GP-C LLC

By:		/s/ Melissa Lang
Name:		Melissa Lang
Title:		Managing Director

BROOKFIELD PUBLIC SECURITIES GROUP HOLDINGS LLC

By:		/s/ Kevin English
Name:		Kevin English
Title:		Chief Operating Officer

BROOKFIELD PUBLIC SECURITIES GROUP LLC

By:		/s/ Kevin English
Name:		Kevin English
Title:		Chief Operating Officer

BIM CAPITAL LLC

By:		/s/ Kevin English
Name:		Kevin English
Title:		Chief Operating Officer

BROOKFIELD REIT ADVISER LLC

By:		/s/ Melissa Lang
Name:		Melissa Lang
Title:		Managing Director

Exhibit 10

OMNIBUS ASSIGNMENT, CONVERSION AND REDEMPTION AGREEMENT

THIS OMNIBUS ASSIGNMENT, CONVERSION AND REDEMPTION AGREEMENT (this “Agreement”) is entered into as of June 29, 2022 (the “Effective Date”), by and among BUSI II-C L.P., a Delaware limited partnership (“BUSI”), Brookfield NTR OP Holdings LLC, a Delaware limited liability company (“New LLC”), Brookfield Real Estate Income Trust Inc., a Maryland corporation (the “REIT”), Brookfield REIT OP GP LLC, a Delaware limited liability company (the “OP GP”), and Brookfield REIT Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”).

RECITALS

WHEREAS, the REIT is a public non-listed REIT; each of BUSI and the REIT is a limited partner of the Operating Partnership, which serves as the operating partnership for the REIT; the OP GP is the general partner of the Operating Partnership; each of New LLC and BUSI is a direct or indirect subsidiary of Brookfield Asset Management Inc., an Ontario corporation; and New LLC was formed by the filing of a certificate of formation with the Secretary of State of the State of Delaware on June 28, 2022.

WHEREAS, BUSI desires to grant, transfer, assign, deliver and convey to New LLC all its right, title and interest in and to 70,151.3164 Class E units of limited partnership interest in the Operating Partnership (“Class E OP Units”) in consideration for $1,005,205.23; New LLC desires to accept such Class E OP Units for such consideration and to be admitted as a substitute limited partner of the Operating Partnership; and the OP GP and the Operating Partnership desire such admission.

WHEREAS, BUSI then desires to convert the entirety of its remaining holding of Class E OP Units, constituting 19,978,054.7114 Class E OP Units, having a net asset value (“NAV”) per unit of $14.2549 as of May 31, 2022, into 20,547,122.4671 Class I units of limited partnership interest in the Operating Partnership (“Class I OP Units”), having a NAV per unit of $13.8601 as of May 31, 2022, resulting in a notional value of the securities so converted of $284,785,172.11, and the OP GP and the Operating Partnership desire to effect such conversion.

WHEREAS, BUSI then desires that the Operating Partnership redeem its 20,547,122.4671 Class I OP Units for 20,547,122.4671 Class I shares of the REIT’s common stock, par value $0.01 per share (“Class I REIT Shares”), resulting in a notional value of the securities so redeemed of $284,785,172.11, and the OP GP and the Operating Partnership desire to effect such redemption.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Assignment. As of 11:57:00 p.m. Eastern Time on the Effective Date, BUSI hereby grants, transfers, assigns, delivers and conveys to New LLC all its right, title and interest in and to 70,151.3164 Class E OP Units, free and clear of all liens and encumbrances, in consideration for $1,005,205.23. In connection with its admission as a substitute limited partner of the Operating Partnership, New LLC:

a. hereby accepts and agrees to be bound by the terms and provisions of the Third Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated as of March 21, 2022 (the “OP LPA”), and has executed a counterpart signature page thereto, as set forth on Exhibit A;

b. represents and warrants to the OP GP and to the Operating Partnership that its acquisition of the Class E OP Units is made as a principal for its own account for investment purposes only and not with a view to resale or distribution;

c. agrees that it will not sell, assign or otherwise transfer the Class E OP Units or any fraction thereof, whether voluntarily or by operation of law or at judicial sale or otherwise, to any person that does not make the representations and warranties set forth in paragraph (b) above and similarly agree not to sell, assign or transfer the Class E OP Units or fraction thereof to any person that does not similarly represent, warrant and agree; and

d. by virtue of having executed a counterpart signature page to the OP LPA, shall be deemed to have made the power of attorney appointment set forth in Section 8.2 of the OP LPA.

2. Conversion. As of 11:58:00 p.m. Eastern Time on the Effective Date, BUSI hereby presents its 19,978,054.7114 Class E OP Units to the OP GP and the Operating Partnership, and requests their conversion into 20,547,122.4671 Class I OP Units, and the Operating Partnership hereby cancels such 19,978,054.7114 Class E OP Units, and hereby issues to BUSI 20,547,122.4671 Class I OP Units in their stead.

3. Redemption. As of 11:59:00 p.m. Eastern Time on the Effective Date, BUSI hereby irrevocably (i) presents for redemption the entirety of its 20,547,122.4671 Class I OP Units (the “Tendered Units”), (ii) surrenders such Tendered Units and all right, title and interest therein and (iii) directs that the 20,547,122.4671 Class I REIT Shares (the “REIT Shares Amount”) deliverable upon exercise of the redemption right be registered or placed in the name of BUSI II-C L.P., with a mailing address of 250 Vesey Street, 15th Floor, New York, NY 10281. In connection with the foregoing:

a. BUSI shall be deemed to have offered to sell the Tendered Units to the OP GP and to the REIT;

b. either the OP GP or the REIT (as applicable, the “Purchasing Party”) shall be deemed to have purchased directly and acquired such Tendered Units by paying to BUSI the REIT Shares Amount;

c. the Operating Partnership hereby directs the Purchasing Party to issue and deliver the REIT Shares Amount to BUSI, and the Purchasing Party hereby assumes such obligation;

d. the REIT Shares Amount is hereby delivered by the Purchasing Party in the form of duly authorized, validly issued, fully paid and nonassessable Class I REIT Shares free and clear of any pledge, lien, encumbrance or restriction, other than those expressly set forth in the OP LPA;

e. BUSI hereby withdraws as a limited partner of the Operating Partnership, and the OP GP and the Operating Partnership consent to such withdrawal;

f. the parties intend that the transaction set forth in this Section 3 be treated and reported for federal income tax purposes as a sale by BUSI of the Tendered Units, together with all the rights afforded to the Tendered Units, to the Purchasing Party in a taxable sale pursuant to Section 741 of the Internal Revenue Code of 1986, as amended, in consideration for the REIT Shares Amount;

g. an executed affidavit as to ownership matters as of immediately prior to the transaction set forth in this Section 3 is set forth on Exhibit B; and

h. BUSI undertakes that all Tendered Units are free and clear of all liens.

4. Further Assurances. At any time and from time to time after the date hereof, at the request and expense of any party, and without further consideration, the other parties shall execute and deliver such other instruments and take such other actions as such party may reasonably request as necessary or desirable in order to more effectively accomplish the transactions contemplated hereunder.

5. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

6. Counterparts. This Agreement may be signed in counterparts and each of such counterparts shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first set forth above.


BUSI II-C L.P.

By: BUSI II GP-C LLC, its general partner

By:		/s/ Melissa Lang
Name:		Melissa Lang
Title:		Managing Director

BROOKFIELD NTR OP HOLDINGS LLC

By:		/s/ Melissa Lang
Name:		Melissa Lang
Title:		Managing Director

BROOKFIELD REAL ESTATE INCOME TRUST INC.

By:		/s/ Michelle Campbell
Name:		Michelle L. Campbell
Title:		Secretary

BROOKFIELD REIT OP GP LLC

By: Brookfield Real Estate Income Trust Inc., its sole member

By:		/s/ Michelle Campbell
Name:		Michelle L. Campbell
Title:		Secretary

BROOKFIELD REIT OPERATING PARTNERSHIP L.P.

By: Brookfield REIT OP GP LLC, its general partner

By: Brookfield Real Estate Income Trust Inc., its sole member

By:		/s/ Michelle Campbell
Name:		Michelle L. Campbell
Title:		Secretary

[Signature Page to Omnibus Assignment, Conversion and Redemption Agreement]

EXHIBIT A

COUNTERPART SIGNATURE PAGE TO THIRD AMENDED AND

RESTATED LIMITED PARTNERSHIP AGREEMENT OF BROOKFIELD

REIT OPERATING PARTNERSHIP L.P.

[Counterpart Signature Page Follows]

A-1

As of June 29, 2022, the undersigned has affixed its signature to this counterpart signature page to the Third Amended and Restated Limited Partnership Agreement of Brookfield REIT Operating Partnership L.P.


BROOKFIELD NTR OP HOLDINGS LLC

By:		/s/ Melissa Lang
Name:		Melissa Lang
Title:		Managing Director

A-2

EXHIBIT B

OWNERSHIP AFFIDAVIT

The undersigned, BUSI II-C L.P., a Delaware limited partnership (“BUSI”), hereby represents, warrants and attests as follows. Terms used but not defined herein have the meanings set forth in the Third Amended and Restated Limited Partnership Agreement of Brookfield REIT Operating Partnership L.P., dated as of March 21, 2022.

The actual and constructive ownership, as determined for purposes of Sections 856(a)(6) and 856(h) of the Code, of REIT Shares, by BUSI, as of immediately prior to the Notice of Redemption, is as follows:


Actual Ownership		Constructive Ownership
	0		0

Reference is made to the Agreement to Waive Stock Ownership Limit, dated on or about April 2022, by and between BUSI and the REIT Limited Partner (the “Waiver”). After giving effect to the Redemption, neither BUSI nor any Related Party will own REIT Shares in excess of any (i) Aggregate Share Ownership Limit or Common Share Ownership Limit waived in the Waiver or (ii) Excepted Holder Limit granted in the Waiver.

[Signature Page Follows]

B-1

IN WITNESS WHEREOF, Affiant has executed this Affidavit as of June 29, 2022.

AFFIANT:

BUSI II-C L.P.

By: BUSI II GP-C LLC, its general partner


By:		/s/ Melissa Lang
Name:		Melissa Lang
Title:		Managing Director

Subscribed and sworn to before me this day of , 2022.

Notary Public

Commission Expires:

B-2