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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 FORM 10-Q
(Mark One)
XQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED September 30, 2022
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                      TO                     
Commission File Number: 000-56428
 
Brookfield Real Estate Income Trust Inc.
(Exact name of registrant as specified in its charter)
Maryland 82-2365593
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer
Identification No.)
250 Vesey Street, 15th Floor
New York, NY 10281
(Address of principal executive offices) (Zip Code)
(212) 417-7000
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act: None
Title of each classTrading Symbol(s)Name of each exchange on which registered

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  X    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  X    No  ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☐  Accelerated filer☐
Non-accelerated filerX  Smaller reporting companyX
   Emerging growth companyX
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☐    No  X
The number of the registrant’s outstanding shares of common stock as of October 31, 2022 was 88,162,154, consisting of 41,310,296 Class I shares, par value $0.01 per share, 34,545,023 Class S shares, par value $0.01 per share, 9,387,833 Class C shares, par value $0.01 per share, 30,995 Class D shares, par value $0.01 per share, and 2,888,007 Class E shares, no par value per share.


TABLE OF CONTENTS
 
PART I.
ITEM 1.
ITEM 2.
ITEM 3.
ITEM 4.
PART II.
ITEM 1.
ITEM 1A.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 5.
ITEM 6.
WEBSITE DISCLOSURE
Investors and others should note that we use our website, www.BrookfieldREIT.com, to announce material information to investors and the marketplace. While not all of the information that we post on our website is of a material nature, some information could be deemed to be material. Accordingly, we encourage investors, the media, and others interested in us to review the information that we share on our website. Information contained on, or available through, our website is not incorporated by reference into this document.
 



Table of Contents
PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS
Brookfield Real Estate Income Trust Inc.
Consolidated Balance Sheets (Unaudited)
September 30, 2022December 31, 2021
Assets
Investments in real estate, net $1,583,834,937 $1,065,758,310 
Investments in real estate-related loans and securities, net 306,119,228 55,074,378 
Investments in unconsolidated entities82,247,709 129,671,086 
Intangible assets, net46,341,309 49,151,909 
Cash and cash equivalents 96,156,143 29,988,565 
Restricted cash 31,800,423 30,795,049 
Accounts and other receivables, net13,407,053 3,756,111 
Other assets15,122,034 10,518,031 
Total Assets$2,175,028,836 $1,374,713,439 
Liabilities
Mortgage loans and secured credit facility, net$1,109,515,309 $733,793,220 
Unsecured revolving credit facility— 105,000,000 
Due to affiliates54,224,552 35,890,147 
Intangible liabilities, net27,812,392 28,384,385 
Accounts payable, accrued expenses and other liabilities37,878,571 16,223,191 
Subscriptions received in advance22,074,124 24,380,740 
Total Liabilities1,251,504,948 943,671,683 
Commitments and contingencies— — 
Redeemable non-controlling interests attributable to OP unitholders1,022,106 200,085,855 
Stockholders’ Equity
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized; no shares issued nor outstanding at September 30, 2022 and December 31, 2021, respectively
— — 
Common stock - Class S shares, $0.01 par value per share, 225,000,000 shares authorized; 33,052,037 and 20,045,775 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively
330,520 200,457 
Common stock - Class I shares, $0.01 par value per share, 250,000,000 shares authorized; 41,261,903 and 2,825,208 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively
412,619 28,253 
Common stock - Class T shares, $0.01 par value per share, 225,000,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021.
— — 
Common stock - Class D shares, $0.01 par value per share,100,000,000 shares authorized; 17,628 shares issued and outstanding as of September 30, 2022 and none issued and outstanding as of December 31, 2021.
176 — 
Common stock - Class C shares, $0.01 par value per share,100,000,000 shares authorized; 9,239,563 and 1,644,303 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively
92,396 16,443 
Common stock - Class E shares, $0.00 par value per share,100,000,000 shares authorized; 2,815,377 and 2,097,971shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively
— — 
Additional paid-in capital993,025,534 249,426,060 
Accumulated deficit(75,888,146)(23,608,973)
Total Stockholders’ Equity917,973,099 226,062,240 
Non-controlling interests attributable to third party joint ventures 4,153,683 4,518,661 
Non-controlling interests attributable to preferred stockholders375,000 375,000 
Total Equity922,501,782 230,955,901 
Total Liabilities and Stockholders' Equity$2,175,028,836 $1,374,713,439 
See accompanying notes to consolidated financial statements.
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Table of Contents
The following table presents the assets and liabilities of investments consolidated as variable interest entities for which the Company is determined to be the primary beneficiary.
September 30, 2022December 31, 2021
Assets
Investments in real estate, net$226,029,260 $230,635,634 
Intangible assets, net5,931,869 7,311,796 
Cash and cash equivalents2,336,818 2,940,040 
Restricted cash7,448,302 5,413,888 
Accounts and other receivables, net3,334,621 597,673 
Other assets1,001,347 2,866,289 
Total Assets$246,082,217 $249,765,320 
Liabilities
Mortgage loans, net$177,312,880 $177,150,209 
Intangible liabilities, net26,986 45,019 
Accounts payable, accrued expenses and other liabilities5,411,189 4,317,033 
Total Liabilities$182,751,055 $181,512,261 
See accompanying notes to consolidated financial statements.

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Table of Contents
Brookfield Real Estate Income Trust Inc.
Consolidated Statements of Operations (Unaudited)
 
Three Months Ended
Nine Months Ended
September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Revenues
Rental revenues $29,800,542 $7,990,019 $78,499,014 $22,657,008 
Other revenues2,526,784 479,552 7,174,362 1,344,495 
Total revenues32,327,326 8,469,571 85,673,376 24,001,503 
Expenses
Rental property operating 12,058,745 3,508,587 29,640,581 10,252,430 
General and administrative2,677,064 1,119,953 7,150,896 3,187,513 
Management fee 3,483,760 643,490 6,776,480 1,766,928 
Performance fee3,682,263 3,686,804 11,913,482 4,947,892 
Depreciation and amortization 13,773,074 3,350,031 42,315,873 11,462,760 
Total expenses35,674,906 12,308,865 97,797,312 31,617,523 
Other income (expense)
Income from real estate-related loans and securities3,157,771 1,326,228 5,646,556 3,880,813 
Interest expense(11,133,394)(1,476,601)(25,906,159)(4,251,466)
Realized (loss) gain on real estate investments, net(29,966)296,975 638,794 1,277,640 
Realized gain on financial instruments3,319,040 — 10,413,111 — 
Unrealized (loss) gain on investments, net(7,358,492)(93,557)(8,366,728)226,426 
Total other (expense) income(12,045,041)53,045 (17,574,426)1,133,413 
Net loss(15,392,621)(3,786,249)(29,698,362)(6,482,607)
Net loss attributable to non-controlling interests in third party joint ventures40,998 2,140 63,900 191,410 
Net income attributable to non-controlling interests - preferred stockholders(24,251)— (24,251)— 
Net loss attributable to redeemable non-controlling interests13,308 — 4,661,401 — 
Net loss attributable to Brookfield REIT stockholders$(15,362,566)$(3,784,109)$(24,997,312)$(6,291,197)
Per common share data:
Net loss per share of common stock - basic and diluted$(0.19)$(0.17)$(0.47)$(0.29)
Weighted average number of shares outstanding - basic and diluted82,473,239 22,667,470 53,143,361 22,027,204 
See accompanying notes to consolidated financial statements.

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Table of Contents
Brookfield Real Estate Income Trust Inc.
Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
Three Months Ended September 30, 2022
Par Value
Common
Stock
Class I		Common
Stock
Class S		Common
Stock
Class C		Common
Stock
Class E		Common
Stock
Class D		Additional
Paid-In
Capital		Accumulated
Deficit
Total Stockholders’
 Equity
Non-controlling Interests Attributable to Third Party Joint VenturesNon-controlling Interests Attributable to Preferred StockholdersTotal Equity
Balance at June 30, 2022
$329,301 $300,485 $69,929 $— $22 $811,119,171 $(46,526,974)$765,291,934 $4,229,766 $375,000 $769,896,700 
Common stock issued 85,550 35,990 22,467 — 154 199,901,453 — 200,045,614 — — 200,045,614 
Stock-based compensation— — — — — 161,250 — 161,250 — — 161,250 
Distribution reinvestment3,500 2,170 — — — 8,422,387 — 8,428,057 — — 8,428,057 
Contributions from non-controlling interests— — — — — — — — 30,665 — 30,665 
Distributions — — — — — — (14,032,884)(14,032,884)(65,750)— (14,098,634)
Common stock repurchased (5,732)(8,125)— — — (22,344,644)— (22,358,501)— — (22,358,501)
Offering Costs — — — — — (5,037,009)— (5,037,009)— — (5,037,009)
Net (loss) income— — — — — — (15,375,874)(15,375,874)(40,998)— (15,416,872)
Allocation to redeemable non-controlling interests— — — — — 837,204 13,308 850,512 — — 850,512 
Balance at September 30, 2022
$412,619 $330,520 $92,396 $— $176 $993,059,812 $(75,922,424)$917,973,099 $4,153,683 $375,000 $922,501,782 
Three Months Ended September 30, 2021
 Par Value
 Common
Stock
Class I		Common
Stock
Class S		Common
Stock
Class C		Common
Stock
Class E		Common
Stock
Class D		Additional
Paid-In
Capital		 Accumulated
Deficit
Total Stockholders’
 Equity
Non-controlling Interests Attributable to Third Party Joint VenturesNon-controlling Interests Attributable to Preferred StockholdersTotal Equity
Balance at June 30, 2021
$34,481 $168,747 $9,144 $— $— $209,543,729 $(22,558,358)$187,197,743 $7,219,569 $— $194,417,312 
Stock-based compensation— — — — — 17,644 — 17,644 — — 17,644 
Distribution reinvestment42 1,162 — — — 1,378,981 — 1,380,185 — — 1,380,185 
Common stock issued4,116 26,293 4,590 — — 38,037,433 — 38,072,432 — — 38,072,432 
Contributions— — — — — — — — 22,104 — 22,104 
Distributions— — — — — — (2,555,039)(2,555,039)(175,600)— (2,730,639)
Common stock repurchased(10,718)(652)— — — (11,436,328)— (11,447,698)— — (11,447,698)
Offering Costs— — — — — (15,030,582)— (15,030,582)— — (15,030,582)
Net loss— — — — — — (3,784,109)(3,784,109)(2,140)— (3,786,249)
Balance at September 30, 2021
$27,921 $195,550 $13,734 $— $— $222,510,877 $(28,897,506)$193,850,576 $7,063,933 $— $200,914,509 
4
Nine Months Ended September 30, 2022
Par Value
Common
Stock
Class I		Common
Stock
Class S		Common
Stock
Class C		Common
Stock
Class E		Common
Stock
Class D		Additional
Paid-In
Capital		Accumulated
Deficit
Total Stockholders’
 Equity
Non-controlling Interests Attributable to Third Party Joint VenturesNon-controlling Interests Attributable to Preferred StockholdersTotal Equity
Balance at December 31, 2021
$28,253 $200,457 $16,443 $— $— $249,426,060 $(23,608,973)$226,062,240 $4,518,661 $375,000 $230,955,901 
Common stock issued 388,896 139,396 75,953 — 176 831,932,140 — 832,536,561 — — 832,536,561 
Stock-based compensation— — — — — 241,875 — 241,875 — — 241,875 
Distribution reinvestment3,895 5,690 — — — 14,377,801 — 14,387,386 — — 14,387,386 
Contributions from non-controlling interests— — — — — — — — 63,255 — 63,255 
Distributions — — — — — — (27,316,139)(27,316,139)(364,333)(24,251)(27,704,723)
Common stock repurchased (8,425)(15,023)— — — (36,659,357)— (36,682,805)— — (36,682,805)
Offering Costs — — — — — (17,089,216)— (17,089,216)— — (17,089,216)
Net (loss) income— — — — — — (29,658,713)(29,658,713)(63,900)24,251 (29,698,362)
Allocation to redeemable non-controlling interests— — — — — (49,169,491)4,661,401 (44,508,090)— — (44,508,090)
Balance at September 30, 2022
$412,619 $330,520 $92,396 $— $176 $993,059,812 $(75,922,424)$917,973,099 $4,153,683 $375,000 $922,501,782 
Nine Months Ended September 30, 2021
 Par Value
 Common
Stock
Class I		Common
Stock
Class S		Common
Stock
Class C		Common
Stock
Class E		Common
Stock
Class D		Additional
Paid-In
Capital		 Accumulated
Deficit
Total Stockholders’
 Equity
Non-controlling Interests Attributable to Third Party Joint VenturesNon-controlling Interests Attributable to Preferred StockholdersTotal Equity
Balance at December 31, 2020
$74,773 $130,326 $— $— $— $200,440,567 $(15,179,566)$185,466,100 $7,717,849 $— $193,183,949 
Stock-based compensation68 — — — — 52,884 — 52,952 — — 52,952 
Distribution reinvestment143 2,985 — — — 3,407,929 — 3,411,057 — — 3,411,057 
Common stock issued16,771 65,767 13,734 — — 103,214,742 — 103,311,014 — — 103,311,014 
Contributions— — — — — — — — 80,169 — 80,169 
Distributions— — — — — — (7,426,743)(7,426,743)(542,675)— (7,969,418)
Common stock repurchased(63,834)(3,528)— — — (67,642,581)— (67,709,943)— — (67,709,943)
Offering Costs— — — — — (16,962,664)— (16,962,664)— — (16,962,664)
Net loss— — — — — — (6,291,197)(6,291,197)(191,410)— (6,482,607)
Balance at September 30, 2021
$27,921 $195,550 $13,734 $— $— $222,510,877 $(28,897,506)$193,850,576 $7,063,933 $— $200,914,509 
See accompanying notes to financial statements.
5
Brookfield Real Estate Income Trust Inc.
Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended
 September 30, 2022September 30, 2021
Cash flows from operating activities:
Net loss$(29,698,362)$(6,482,607)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization42,315,873 11,462,760 
Management fees6,776,480 1,766,928 
Performance fees11,913,482 — 
Amortization of above and below market leases and lease inducements(810,186)165,560 
Amortization of restricted stock grants241,875 52,952 
Amortization of deferred financing costs2,066,129 214,546 
Amortization of origination fees and discount(157,996)(129,660)
Capitalized interest from the real estate-related loans193,331 (641,373)
Realized gain on investments in real estate-related loans and securities(638,794)(1,277,640)
Unrealized (gain) loss on investments8,366,728 (226,426)
Distributions of earnings from unconsolidated entities2,397,076 — 
Changes in assets and liabilities:
Increase in lease inducements and origination costs(296,876)(132,274)
Decrease (increase) in other assets6,231,444 (626,067)
Increase in accounts and other receivables(9,599,554)(482,809)
Increase in accounts payable, accrued expenses and other liabilities14,888,833 1,533,792 
Increase in due to affiliates1,143,065 1,357,476 
Net cash provided by operating activities55,332,548 6,555,158 
Cash flows from investing activities
Acquisitions of real estate(545,159,044)(75,152,886)
Purchase of real estate-related loans and securities (263,957,089)(30,231,024)
Proceeds from sale of real estate-related loans and securities6,021,880 6,321,963 
Proceeds from principal repayments of real estate-related loans4,492,817 5,722,892 
Capital improvements to real estate (11,864,502)(2,408,970)
Purchase of trading securities(14,872,284)— 
Proceeds from sale of trading securities14,875,242 — 
Proceeds from sale of preferred membership interests28,831,269 — 
Net cash used in investing activities(781,631,711)(95,748,025)
Cash flows from financing activities:
Proceeds from mortgage loans and secured term loan584,960,000 51,628,338 
Proceeds from secured credit facility264,077,379 — 
Proceeds from affiliate line of credit43,000,000 — 
Repayment of mortgage loans(214,750,000)— 
Repayment of secured credit facility(256,861,000)— 
Repayments of affiliate line of credit(148,000,000)— 
Payment of deferred financing costs(3,778,963)(319,619)
Proceeds from issuance of common stock517,201,528 101,658,802 
Proceeds from issuance of OP units38,000,000 — 
Subscriptions received in advance 22,074,124 — 
Repurchases of common stock (37,110,846)(70,139,372)
Payment of organizational and offering costs(5,574,205)(1,579,475)
Distributions to non-controlling interests(364,333)(542,675)
Contributions from non-controlling interests63,255 80,169 
Distributions(9,440,573)(3,881,204)
Distributions to non-controlling interests attributable to preferred stockholders(24,251)— 
Net cash provided by financing activities793,472,115 76,904,964 
Net change in cash and cash-equivalents and restricted cash67,172,952 (12,287,903)
Cash and cash-equivalents and restricted cash, beginning of period60,783,614 36,019,225 
Cash and cash-equivalents and restricted cash included in assets held for sale, end of period— 848,120 
Cash and cash-equivalents and restricted cash, end of period$127,956,566 $22,883,202 
See accompanying notes to financial statements.
6
Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets:
Nine Months Ended
September 30, 2022September 30, 2021
Cash and cash equivalents$96,156,143 $17,820,784 
Restricted cash31,800,423 5,062,418 
Total cash and cash equivalents and restricted cash$127,956,566 $22,883,202 
Supplemental disclosures:
Interest paid$23,409,161 $3,958,100 
Non-cash investing and financing activities:
Conversion of Brookfield REIT OP units to shares$284,785,172 $— 
Issuance of Brookfield REIT OP units as consideration for performance participation allocation$2,345,920 $— 
Accrued distributions $2,106,443 $903,005 
Accrued stockholder servicing fee due to affiliate$14,333,215 $14,376,827 
Accrued offering costs $71,042 $1,102,742 
Distributions reinvested $14,387,386 $3,411,057 
Accrued management fees in due to affiliates $607,360 $384,219 
Accrued capital improvements $165,415 $13,963 
Allocation to redeemable non-controlling interest$49,169,491 $— 
Reinvested distributions to redeemable non-controlling interest$7,802,617 $— 
Real estate related loan repayment in accounts receivable $— $394,810 
Accrued repurchases of common stock in accounts payable$4,660,103 $— 
Accrued repurchases of common stock in due to affiliates$— $208,070 
Unsettled purchases of investments in real estate-related securities included in accounts payable, accrued expenses and other liabilities $4,585,608 $— 
Unsettled sales of investments in real estate-related securities included in accounts and other receivables, net$5,892,583 $— 

See accompanying notes to financial statements.
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Table of Contents
Brookfield Real Estate Income Trust Inc.
Notes to Consolidated Financial Statements
(Unaudited)
1. Organization and Business Purpose
Brookfield Real Estate Income Trust Inc. (formerly Oaktree Real Estate Income Trust, Inc.) (the “Company”) was formed on July 27, 2017 as a Maryland corporation and has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2019. The Company invests primarily in high-quality real estate properties in desirable locations - primarily income-producing U.S. commercial real estate with upside potential through active asset management. To a lesser extent, the Company invests in real estate-related investments, including real estate-related debt and real estate-related securities. The Company is the sole general partner of Brookfield REIT Operating Partnership L.P. (the “Operating Partnership”). Substantially all of the Company’s business is conducted through the Operating Partnership. The Company and the Operating Partnership are externally managed by Brookfield REIT Adviser LLC (the “Adviser”), an affiliate of Brookfield Asset Management Inc. (together with its affiliates, “Brookfield”). Prior to the Adviser Transition (as defined below) that occurred on November 2, 2021, the Company was externally managed by Oaktree Fund Advisors, LLC (the “Oaktree Adviser” or the “Sub-Adviser”), an affiliate of Oaktree Capital Management, L.P. (“Oaktree”).
On July 15, 2021, the Company entered into an adviser transition agreement (the “Adviser Transition Agreement”) with the Adviser and the Oaktree Adviser. On November 2, 2021, pursuant to the terms of the Adviser Transition Agreement, among other things, the Company (i) accepted the resignation of the Oaktree Adviser as its external adviser under the previous advisory agreement between the Company and the Oaktree Adviser, and (ii) entered into a new advisory agreement (the “Advisory Agreement”) with the Adviser (together, with the related transactions authorized by the Company’s board of directors or otherwise contemplated in connection with the Company’s entry into the Adviser Transition Agreement, referred to collectively as the “Adviser Transition”).
In addition, on November 2, 2021, the Company, the Adviser and the Operating Partnership entered into sub-advisory agreements with the Oaktree Adviser, pursuant to which the Oaktree Adviser (i) manages certain of the Company’s real estate properties and real estate-related debt investments that were acquired by the Company prior to the Adviser Transition and (ii) selects and manages the Company’s liquid assets.
The Company had previously registered with the Securities and Exchange Commission (the “SEC”) its initial public offering of up to $2,000,000,000 in shares of common stock (the “Initial Public Offering”), which was initially declared effective on April 30, 2018 and terminated on November 2, 2021. The Company subsequently registered a follow-on offering with the SEC of up to $7,500,000,000 in shares of common stock, consisting of up to $6,000,000,000 in shares in its primary offering and up to $1,500,000,000 in shares pursuant to its distribution reinvestment plan, which was declared effective on November 2, 2021 (the “Current Offering” and with the Initial Public Offering, the “Offering”).
The Company is offering to the public any combination of four classes of shares of its common stock, Class T shares, Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount. The publicly offered share classes have different upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees. The purchase price per share for each class of common stock varies and generally equals the Company’s prior month’s net asset value (“NAV”) per share, as determined monthly, plus applicable upfront selling commissions and dealer manager fees. The Company intends to continue selling shares on a monthly basis.
In addition to the Offering, the Company is conducting private offerings of Class I and Class C shares to feeder vehicles that offer interests in such vehicles to non-U.S. persons. The offer and sale of Class I and Class C shares to the feeder vehicles is exempt from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”) by virtue of Section 4(a)(2) and Regulation S thereunder. The Company is also offering Class E shares to Brookfield and certain of its affiliates in one or more private offerings. The offer and sale of Class E shares is exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) of the Securities Act.
As of September 30, 2022, the Company owned 19 investments in real estate, one investment in an unconsolidated real estate venture, four investments in real estate-related loans, and 70 investments in real estate-related debt securities. The Company currently operates in six reportable segments: multifamily, office, logistics, single-family rental, net lease and real estate-related loans and securities. Effective September 30, 2022, the Company made changes to its reportable segments as detailed in Note 14. Investments in unconsolidated entities are included in the respective property segment as further described in Note 4. Financial results by segment are reported in Note 14.
8

2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. All significant intercompany balances and transactions have been eliminated in consolidation. Certain comparative figures have been reclassified to conform to the current year presentation. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC.
The Company consolidates all entities in which it retains a controlling financial interest through majority ownership or voting rights and entities that meet the definition of a variable interest entity (“VIE”) for which it is deemed to be the primary beneficiary. The Company is the primary beneficiary of a VIE when it has (i) the power to direct the activities of a VIE that most significantly influence the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE that could potentially be significant to the VIE, or the right to receive benefits from the VIE that potentially could be significant to the VIE. The Operating Partnership is considered to be a VIE. The Company consolidates the Operating Partnership because it has the ability to direct the most significant activities of the entities as its sole general partner. The Company also consolidates all VIEs for which it is the primary beneficiary. Where the Company does not have the power to direct the activities of the VIE that most significantly impact its economic performance, the Company’s interest for those partially owned entities are accounted for using the equity method of accounting. Equity method investments for which the Company has not elected a fair value option (“FVO”) are initially recorded at cost and subsequently adjusted for the Company’s pro-rata share of net income, contributions, and distributions. When the Company elects the FVO, the Company records its share of net asset value of the entity and any related unrealized gains and losses.
The Operating Partnership and the Company’s joint ventures are considered to be VIEs. The Company consolidates these entities, excluding its equity method investments, because it has the ability to direct the most significant activities of the entities such as purchases, dispositions, financings, budgets, and overall operating plans.
For consolidated joint ventures, the non-controlling partner’s share of the assets, liabilities, and operations of each joint venture is included in non-controlling interests as equity of the Company. The non-controlling joint venture partner’s interest is generally computed as the joint venture partner’s ownership percentage. Certain of the joint ventures formed by the Company provide the other partner a profits interest based on certain internal rate of return hurdles being achieved. Any profits interest due to the other partner is reported within non-controlling interest.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities and accrued expenses at the date of the balance sheet. The Company believes the estimates and assumptions underlying the consolidated financial statements are reasonable and supportable based on the information available as of September 30, 2022.
Investments in Real Estate
In accordance with the guidance for business combinations, the Company determines whether the acquisition of a property qualifies as a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the property acquired does not constitute a business, the Company accounts for the transaction as an asset acquisition. The guidance for business combinations states that when substantially all of the fair value of the gross assets to be acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset or set of assets is not a business.
The Company evaluates each real estate acquisition to determine whether the integrated set of acquired assets and activities meets the definition of a business. Generally, acquisitions of real estate or in-substance real estate are not expected to meet the definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. All property acquisitions to date have been accounted for as asset acquisitions because substantially all of the fair value was concentrated in the land, buildings and related intangible assets.
The Company capitalizes acquisition-related costs associated with asset acquisitions. Upon acquisition of a property, the Company assesses the fair value of the acquired tangible and intangible assets (including land, buildings, tenant improvements, above- or below-market leases, acquired in-place leases, and other intangible assets and assumed liabilities) and allocates the
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purchase price to the acquired assets and assumed liabilities. The Company assesses and considers fair value based on estimated cash flow projections that utilize discount and/or capitalization rates that it deems appropriate, as well as other available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions.
The estimated fair value of acquired in-place leases include the costs the Company would have incurred to lease the properties to their occupancy levels at the date of acquisition. Such estimates include the fair value of leasing commissions, legal costs and other direct costs that would be incurred to lease the properties to such occupancy levels. The Company evaluates avoided costs over the time period over which occupancy levels at the date of acquisition would be achieved had the property been acquired vacant. Such evaluation includes an estimate of the net market-based rental revenues and net operating costs (primarily consisting of real estate taxes, insurance and utilities) that would be incurred during the lease-up period. Acquired in-place leases are amortized over the remaining lease terms as a component of depreciation and amortization expense.
For acquired in-place leases, above- and below-market lease values are recorded based on the present value (using an interest rate that reflects the risks associated with the lease acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market value lease rates for the corresponding in-place leases. The values of acquired above- and below-market leases are amortized over the terms of the related leases and recognized as either increases (for below-market leases) or decreases (for above-market leases) to rental revenue. Should a tenant terminate its lease, the unamortized portion of the in-place lease value is charged to amortization expense and the unamortized portion of the above- or below-market lease value is charged to rental revenue.
Significant improvements to properties are capitalized and depreciated over their estimated useful life. Expenditures for ordinary repairs and maintenance are expensed to operations as incurred.
The cost of buildings and improvements includes the purchase price of the Company’s properties and any acquisition-related costs, along with any subsequent improvements to such properties. The Company’s investments in real estate are stated at cost and are generally depreciated on a straight-line basis over the estimated useful lives of the assets as follows:
DescriptionDepreciable Life
Building
30-40 years
Building and site improvements
5-21 years
Furniture, fixtures and equipment
1-9 years
Tenant improvementsShorter of estimated useful life or lease term
In-place lease intangiblesOver lease term
Above and below market leasesOver lease term
Lease origination costsOver lease term
Present value of tax abatement savingsOver tax abatement period
When assets are sold or retired, their costs and related accumulated depreciation are removed from the accounts with the resulting gains or losses reflected in net income or loss for the period.
The Company’s management reviews its real estate properties for impairment when there is an event or change in circumstances that indicates an impaired value. In reviewing the portfolio, the Company’s management examines the type of asset, the economic situation in the area in which the asset is located, the economic situation in the industry in which the tenant is involved and the timeliness of the payments made by the tenant under its lease, changes in holding period, as well as any current correspondence that may have been had with the tenant, including property inspection reports. For each real estate asset for which indicators of impairment are identified, the Company performs a recoverability analysis that compares future undiscounted cash flows expected to result from the Company’s use and eventual disposition of the asset to its carrying value. If the undiscounted cash flow analysis yields an amount which is less than the asset’s carrying amount, an impairment loss will be recorded equal to the amount by which the carrying value of the asset exceeds its estimated fair value. Since cash flows on real estate properties considered to be “long-lived assets to be held and used” are considered on an undiscounted basis to determine whether an asset has been impaired, the Company’s strategy of holding properties over the long term directly decreases the likelihood of recording an impairment loss. If the Company’s strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized and such loss could be material to the Company’s results. During the periods presented, no such impairment occurred.
Assets Held for Sale
The Company classifies the assets and liabilities related to its real estate investments as held for sale when a sale is probable to occur within one year. The Company considers a sale to be probable when a binding contract has been executed, the buyer has posted a non-refundable deposit, and there are limited contingencies to closing. The Company classifies held for sale assets and
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liabilities at the lower of depreciated cost or fair value less closing costs. There were no properties held for sale as of September 30, 2022 and December 31, 2021.
Investments in Unconsolidated Entities
Investments in unconsolidated entities are initially recorded at cost and subsequently adjusted for the Company’s pro-rata share of net income, contributions, and distributions. The Company’s investments in unconsolidated entities are periodically assessed for impairment and an impairment loss would be recorded when the fair value of the investment falls below the carrying value and such decline is determined to be other-than-temporary.
The Company has elected the FVO for its investment in unconsolidated entities and therefore reports this investment at fair value. As such, the resulting unrealized gains and losses are recorded as a component of Unrealized (loss) gain on investments, net on the Company’s Consolidated Statements of Operations.
Investments in Real Estate-Related Loans and Securities
Real estate-related loans that the Company has the intent and ability to hold for the foreseeable future are classified as held for investment. Originated loans are recorded at amortized cost, or outstanding unpaid principal balance less net deferred loan fees. Net deferred loan fees include unamortized origination and other fees charged to the borrower less direct incremental loan origination costs incurred by the Company. Purchased loans are recorded at amortized cost, or unpaid principal balance plus purchase premium or less unamortized discount. Costs to purchase loans are expensed as incurred.
Interest income related to the Company’s loans is recognized based upon contractual interest rate and unpaid principal balance of the loans as a component of Income from real estate-related loans and securities on the accompanying Consolidated Statements of Operations. Net deferred loan fees on originated loans are deferred and amortized as adjustments to interest income over the expected life of the loans using the effective yield method. Premium or discount on purchased loans are amortized as adjustments to interest income over the expected life of the loans using the effective yield method. When a loan is prepaid, prepayment fees and any excess of proceeds over the carrying amount of the loan are recognized as additional interest income.
The Company assesses its real estate-related loans for impairment and loans are considered to be impaired when it is probable that the Company will not be able to collect all amounts due in accordance with contractual terms, including consideration of the underlying collateral value. As of September 30, 2022, each of the Company’s real estate-related loans was performing in accordance with its contractual terms and no impairment loss has been recognized.
The Company has elected to classify its real estate debt securities as trading securities and carry such investments at fair value. As such, the resulting unrealized gains and losses of such securities are recorded as a component of Unrealized (loss) gain on investments, net on the Company’s Consolidated Statements of Operations. Interest income from trading securities is recognized based on the stated terms of the security. Interest income from real estate-related debt securities is recorded as a component of Income from real estate-related loans and securities on the accompanying Consolidated Statements of Operations.
Revenue Recognition
Rental revenue primarily consists of base rent arising from tenant leases at the Company’s properties. Base rent is recognized on a straight-line basis over the life of the lease, including any rent steps or abatement provisions. The Company begins to recognize revenue upon the acquisition of the related property or when a tenant takes possession of the leased space. Other rental revenues include amounts due from tenants for costs related to common area maintenance, real estate taxes, and other recoverable costs included in lease agreements. The Company recognizes the reimbursement of such costs incurred as tenant reimbursement income.
The Company evaluates the collectability of receivables related to rental revenue on an individual lease basis. In making this determination, the Company considers the length of time a receivable has been outstanding, tenant creditworthiness, payment history, available information about the financial condition of the tenant, and current economic trends, among other factors. Tenant receivables that are deemed uncollectible are recognized as a reduction to rental revenue.
Cash and Cash Equivalents
Cash and cash equivalents represent cash held in banks, cash on hand, and liquid investments with original maturities of three months or less. The Company may have bank balances in excess of federally insured amounts; however, the Company deposits its cash and cash equivalents with high credit-quality institutions to minimize credit risk exposure.
Restricted Cash
Restricted cash primarily consists of cash received for subscriptions prior to the date in which the subscriptions are effective, which is held in a bank account controlled by the Company’s transfer agent but in the name of the Company. The remaining
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balance of restricted cash primarily consists of amounts in escrow related to real estate taxes, construction reserves and insurance in connection with mortgages at certain of the Company’s property and tenant security deposits.
Trading Securities
Trading securities consist of U.S. government securities that are available to support our current operations and liquidity. Trading securities have been classified as available-for-sale securities and are measured at fair value. As such, the resulting unrealized gains and losses of such securities are recorded as a component of Unrealized (loss) gain on investments, net on the Company’s Consolidated Statements of Operations. Interest income from trading securities is recognized based on the stated terms of the security and is recorded as a component of Income from real estate-related loans and securities on the accompanying Consolidated Statements of Operations. The Company did not hold any trading securities as of September 30, 2022 and December 31, 2021.
Foreign Currency
In the normal course of business, the Company makes investments in real estate outside the United States (“U.S.”) through subsidiaries that have a non-U.S. dollar functional currency. Non-U.S. dollar denominated assets and liabilities of these foreign subsidiaries are translated to U.S. dollars at the prevailing exchange rate at the reporting date and income, expenses, gains, and losses are translated at the average exchange rate over the applicable period. Gains and losses from translation of foreign denominated transactions into U.S. dollars are included in current results of operations as a component of Unrealized (loss) gain on investments, net on the Company’s Consolidated Statements of Operations.
Deferred Charges
The Company’s deferred charges include financing and leasing costs. Deferred financing costs include legal, structuring, and other loan costs incurred by the Company for its financing agreements. Deferred financing costs related to the Company’s mortgage notes and term loans are recorded as an offset to the related liability and amortized over the term of the applicable financing instruments. Deferred financing costs related to the Company’s revolving credit facility are recorded as a component of Other Assets on the Company’s Consolidated Balance Sheets and amortized over the term of the applicable financing agreements. Deferred leasing costs incurred in connection with new leases, which consist primarily of brokerage and legal fees, are recorded as a component of Other assets on the Company’s Consolidated Balance Sheets and amortized over the life of the related lease.
Derivative Instruments
In the normal course of business, the Company is exposed to the effect of interest rate changes and, with regard to its non-U.S. investments, changes in foreign currency exchange rates. The Company seeks to manage these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate and currency rate risk. These financial instruments may include interest-rate swaps and other derivative contracts.
The Company recognizes all derivatives as either assets or liabilities in the accompanying Consolidated Balance Sheets and measures those instruments at fair value. Changes in the fair values of the Company’s derivatives are recorded in current-period earnings as a component of Unrealized (loss) gain on investments, net on the accompanying Consolidated Statements of Operations. The Company recognized $1.8 million and $7.6 million of net unrealized losses on its derivative instruments during the three and nine months ended September 30, 2022, respectively. Realized gains or losses on foreign currency derivatives are recorded as Realized gain on financial instruments in the accompanying Consolidated Statements of Operations. The Company recognized $3.3 million and $10.4 million of realized gains on its foreign currency contracts during the three and nine months ended September 30, 2022, respectively. The Company did not have any realized gains on foreign currency contracts during the three and nine months ended September 30, 2021.
As of September 30, 2022, the Company’s derivative instruments consisted of the following:
Number of InstrumentsNotional AmountWeighted Average Strike RateWeighted Average Maturity (years)
Interest Rate Swaps1$33,800,000 0.7%1.9
Interest Rate Caps2$90,350,000 2.7%0.9
Foreign Currency Swap Contracts1£73,300,000 N/A0.8




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Fair Value Measurement    
Under normal market conditions, the fair value of an investment is the amount that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). Additionally, there is a hierarchical framework that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and the state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Investments measured and reported at fair value are classified and disclosed in one of the following levels within the fair value hierarchy:
Level 1 — quoted prices are available in active markets for identical investments as of the measurement date. The Company does not adjust the quoted price for these investments.
Level 2 — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date.
Level 3 — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.
Valuation of Assets and Liabilities Measured at Fair Value
The Company’s investments in real estate-related securities and trading securities are reported at fair value. The Company generally determines the fair value of its investments in real estate-related securities and trading securities by utilizing third-party pricing service providers. In determining the value of a particular investment, the pricing service providers may use broker-dealer quotations, reported trades or valuation estimates from their internal pricing models to determine the reported price. The pricing service providers’ internal models for securities such as real estate debt generally consider the attributes applicable to a particular class of the security (e.g., credit rating, seniority), current market data, and estimated cash flows for each class and incorporate deal collateral performance such as prepayment speeds and default rates, as available. The inputs used in determining the Company’s real estate-related securities and trading securities reported at fair value are considered Level 2.
The Company’s derivative financial instruments are reported at fair value. The fair value of the Company’s interest rate swap is determined using a discounted cash flow analysis based on the terms of the contract and the forward interest rate curve adjusted for the Company’s nonperformance risk. The fair value of the Company’s interest rate cap is determined using models developed by the respective counterparty as well as third-party pricing service providers that use as their basis readily observable market parameters (such as forward yield curves and credit default swap data). The fair value of the Company’s foreign currency swap is determined by comparing the contracted forward exchange rate to the current market exchange rate. The current market exchange rates are determined by using market spot rates, forward rates and interest rate curves for the underlying instruments. The inputs used in determining the Company’s derivative financial instruments reported at fair value are considered Level 2.
The Company has elected the FVO for its equity method investment and therefore, reports this investment at fair value. As such, the resulting unrealized gains and losses are recorded as a component of Unrealized (loss) gain on investments, net on the Company’s Consolidated Statements of Operations. The Company separately values the assets and liabilities of the equity method investment. To determine the fair value of the assets of the equity method investments, the Company utilizes a discounted cash flow methodology, taking into consideration various factors including discount rate and exit capitalization rate. The Company determines the fair value of the indebtedness of the equity method investment by modeling the cash flows required by the debt agreements and discounting them back to the present value using an estimated market yield. Additionally, the Company considers current market rates and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. After the fair value of the assets and liabilities are determined, the Company applies its ownership interest to the net asset value and reflects this amount as its equity method investment at fair value. The inputs used in determining the Company’s equity method investment carried at fair value are considered Level 3.
The Company’s carrying values of cash and cash equivalents, restricted cash, accounts receivable and other receivables, accounts payable, accrued liabilities and other liabilities approximate fair value because of the short-term nature of these instruments.
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The following table details the Company’s assets measured at fair value on a recurring basis:
September 30, 2022December 31, 2021
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets:
Investments in real estate-related securities$— $273,052,892 $— $273,052,892 $— $19,511,008 $— $19,511,008 
Investment in unconsolidated entities— — 82,247,709 82,247,709 — — 100,839,817 100,839,817 
Derivatives— 11,816,827 — 11,816,827 — 1,514,258 — 1,514,258 
Total$— $284,869,719 $82,247,709 $367,117,428 $— $21,025,266 $100,839,817 $121,865,083 

The following table details the Company’s assets measured at fair value on a recurring basis using Level 3 inputs:
Investment in unconsolidated entities
Balance as of December 31, 2021
$100,839,817 
Distributions of earnings from unconsolidated entities(2,397,076)
Included in net loss
Unrealized loss on investments, net(16,195,032)
Balance as of September 30, 2022
$82,247,709 
Valuation of Liabilities Not Measured at Fair Value
The fair value of the Company’s indebtedness is estimated by modeling the cash flows required by the Company’s debt agreements and discounting them back to the present value using an appropriate discount rate. Additionally, the Company considers current market rate and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. The inputs used in determining the fair value of the Company’s indebtedness are considered Level 3. As of September 30, 2022, the fair value of the Company’s mortgage loans and other indebtedness was approximately $27.1 million below the outstanding principal balance.
Income Taxes
The Company believes that it qualifies to be taxed as a REIT for U.S. federal income tax purposes. The Company generally will not be subject to federal corporate income tax to the extent it distributes 90% of its taxable income to its stockholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.
The Company has formed wholly-owned subsidiaries that are taxed as taxable REIT subsidiaries (“TRSs”) that are subject to taxation at the federal, state and local levels, as applicable. In general, a TRS may perform additional services for the Company’s tenants and generally may engage in any real estate or non-real estate-related business. The Company will account for applicable income taxes by utilizing the asset and liability method. As such, the Company will record deferred tax assets and liabilities for the future tax consequences resulting from the difference between the carrying value of existing assets and liabilities and their respective tax basis. A valuation allowance for deferred tax assets is provided if the Company believes all or some portion of the deferred tax asset my not be realized.
Organization and Offering Expenses
Organizational expenses are expensed as incurred on the Company's Consolidated Statements of Operations, and offering costs are charged to equity as incurred on the Company’s Consolidated Statements of Changes in Stockholders’ Equity.
The Adviser and its affiliates advanced $12.5 million of organization and offering expenses on the Company’s behalf through July 5, 2022, and the Company reimburses the Adviser for all such advanced expenses ratably over the 60 months following July 6, 2022. Additionally, the Adviser has agreed to advance organization and offering costs from July 6, 2022 through July 5, 2023, and the Company will reimburse the Adviser for all such advanced expenses ratably over the 60 months following July 6, 2023. As of September 30, 2022, the Adviser has advanced $0.2 million of organization and offering expenses on the Company's behalf for expenses paid from July 6, 2022 through September 30, 2022. Any amount due to the Adviser but not paid is recorded as a component of Due to affiliates on the Company’s Consolidated Balance Sheets.

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Earnings Per Share
The Company uses the two-class method in calculating earnings per share (“EPS”) when it issues securities other than common stock that contractually entitle the holder to participate in dividends and earnings of the Company when, and if, the Company declares dividends on its common stock. Basic earnings per share (“Basic EPS”) for the Company’s common stock are computed by dividing net income allocable to common stockholders by the weighted average number of shares of common stock outstanding for the period, respectively. Diluted earnings per share (“Diluted EPS”) is calculated similarly, however, it reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower earnings per share amount.
The Company includes unvested shares of restricted stock in the computation of diluted EPS by using the more dilutive of the two-class method or treasury stock method. Any anti-dilutive securities are excluded from the diluted EPS calculation. For the three and nine months ended September 30, 2022 and 2021, there were no dilutive participating securities.
Stockholder Servicing Fee
The Company has entered into a dealer manager agreement with Brookfield Oaktree Wealth Solutions LLC, a registered broker-dealer affiliated with the Adviser (“Dealer Manager”), to serve as the dealer manager for the Current Offering. The Dealer Manager is entitled to receive upfront selling commissions and dealer manager fees of up to 3.5% of the transaction price and ongoing stockholder servicing fees of 0.85% per annum of the aggregate NAV for outstanding Class S and Class T shares with a limit of up to, in the aggregate, 8.75% of the gross proceeds from such shares. The Dealer Manager is entitled to receive upfront selling commissions of up to 1.5% of the transaction price and ongoing stockholder servicing fees of 0.25% per annum of the aggregate NAV for outstanding Class D shares with a limit of up to, in the aggregate, 8.75% of the gross proceeds from such shares. There are no upfront selling commissions, dealer manager fees or ongoing stockholder servicing fees with respect to Class I shares. The Dealer Manager has entered into agreements with the selected dealers distributing the Company’s shares in the Current Offering, which provide, among other things, for the re-allowance of the full amount of the selling commissions and dealer manager fees and all or a portion of the stockholder servicing fees received by the Dealer Manager to such selected dealers. The Company accrues the full cost of the stockholder servicing fee as an offering cost at the time each Class T, Class S and Class D share is sold, which is recorded as a component of Due to affiliates in the Company's Consolidated Balance Sheets.
The Company previously accrued upfront selling commissions and ongoing stockholder servicing fees on a monthly basis as incurred and recorded the monthly accrual as a reduction of additional paid-in capital as part of the offering costs on the Company's Consolidated Statements of Changes in Stockholders' Equity. During the quarter ended September 30, 2021, the Company determined that it should have accrued the full cost of stockholder servicing fees for Class S shares at the time the shares were issued based on the contractual cap of 8.75% of gross proceeds (no Class T or Class D shares had been issued prior to September 30, 2021). The Company assessed the cumulative impact of the error on accounts payable, accrued expenses and other liabilities and additional paid-in capital as of and for the years ended December 31, 2020 and 2019. In accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99, Materiality and SAB No. 108 (“SAB 108”), Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company assessed the materiality of this correction on its financial statements for the years ended December 31, 2020 and 2019. As a result of its analysis, the Company recorded a $12.3 million reduction to equity and a corresponding increase in accounts payable, accrued expenses and other liabilities as of September 30, 2021. The Company concluded the effect was not material to its financial statements for any prior period nor the current year and, as such, those financial statements are not materially misstated.
Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments to amend the accounting for credit losses for certain financial instruments. The standard replaced the incurred loss impairment methodology pursuant to GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. As of January 1, 2022, the Company adopted this guidance and it did not have a material impact on the Company’s Consolidated Financial Statements.
In February 2016, the FASB issued ASU 2016-02 - Leases (Topic 842), and related ASU’s subsequently issued (collectively, "ASC 842"), which requires lessees to classify leases as either finance or operating leases based on certain criteria and record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. As of January 1, 2022, the Company adopted the lease guidance. The Company’s rental revenue primarily consists of base rent arising from tenant leases at the Company’s properties under operating leases. The Company elected to apply the practical expedient available under ASC 842, for all classes of assets, not to segregate the lease components from the non-lease components when accounting for operating leases. Since the lease component is the predominant component under each of these leases, combined revenues from both the lease and non-lease
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components are accounted for in accordance with ASC 842 and reported as rental revenues in the accompanying Consolidated Statements of Operations. As of September 30, 2022, the Company had no investments in real estate subject to ground leases and has therefore not recorded any right-of-use assets and lease liabilities in the Company’s Consolidated Financial Statements.
In March 2020, the FASB issued guidance which provides temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offer Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The guidance is effective upon issuance and generally may be elected over time through December 31, 2022. The Company has not adopted any of the optional expedients or exceptions through September 30, 2022, but will continue to evaluate the possible adoption (including potential impact) of any such expedients or exceptions during the effective period as circumstances evolve.

3. Investments in Real Estate
As of September 30, 2022 and December 31, 2021, investments in real estate, net, consisted of the following:
September 30, 2022December 31, 2021
Building and building improvements $1,316,872,026 $874,834,206 
Land and land improvements258,853,968 164,901,074 
Tenant improvements34,912,786 35,591,724 
Furniture, fixtures and equipment24,402,118 11,061,146 
Accumulated depreciation(51,205,961)(20,629,840)
Investments in real estate, net$1,583,834,937 $1,065,758,310 
Acquisitions
During the nine months ended September 30, 2022, the Company acquired $545.2 million of real estate investments, which were comprised of three multifamily properties, two logistics properties and 447 single-family rental properties.
During the year ended December 31, 2021, the Company acquired $852.9 million of real estate investments, which were comprised of five multifamily properties, three logistics properties, one net-lease property and 14 single-family rental properties.
The following table provides further details of the properties acquired during the nine months ended September 30, 2022 and year ended December 31, 2021:
InvestmentOwnership InterestLocationSegmentAcquisition Date Square Feet/Units
Purchase Price(1)
1110 Key Federal Hill100%Baltimore, MDMultifamilySeptember 2021224$75,152,886 
Domain100%Orlando, FLMultifamilyNovember 202132474,157,027 
The Burnham100%Nashville, TNMultifamilyNovember 2021328129,057,027 
6123-6227 Monroe Ct100%Morton Grove, ILLogisticsNovember 2021208,00017,264,728 
8400 Westphalia Road100%Upper Marlboro, MDLogisticsNovember 2021100,00027,960,931 
McLane Distribution Center100%Lakeland, FLLogisticsNovember 2021211,00026,754,957 
Flats on Front100%Wilmington, NCMultifamilyDecember 202127397,728,205 
Verso Apartments100%Beaverton, ORMultifamilyDecember 202117274,215,860 
DreamWorks Animation Studios100%Glendale, CANet LeaseDecember 2021497,000326,743,229 
Single-Family Rentals100%VariousSingle-Family RentalVarious 2021143,839,927 
2626 South Side Flats100%Pittsburgh, PAMultifamilyJanuary 202226492,459,116 
2003 Beaver Road100%Landover, MDLogisticsFebruary 202238,0009,646,428 
187 Bartram Parkway100%Franklin, INLogisticsFebruary 2022300,00028,911,945 
The Parker100%Alexandria, VAMultifamilyMarch 2022360136,778,942 
Briggs & Union100%Mount Laurel, NJMultifamilyApril 2022490158,647,833 
Single-Family Rentals100%VariousSingle-Family RentalVarious 2022447118,716,831 
$1,398,035,872 
(1)Purchase price is inclusive of closing costs.


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The following table summarizes the purchase price allocation of the properties acquired during the nine months ended September 30, 2022 and year ended December 31, 2021:

September 30, 2022December 31, 2021
Building and building improvements$448,874,257 $660,098,315 
Land and land improvements77,153,366 145,611,087 
Tenant improvements1,232,492 24,991,410 
Furniture, fixtures and equipment9,530,183 6,307,805 
In-place lease intangibles5,664,090 32,518,944 
Lease origination costs901,606 8,534,907 
Tax abatement intangible2,194,578 3,054,438 
Above-market lease intangibles64,995 178,101 
Below-market lease intangibles(454,469)(28,420,233)
Total purchase price(1)
545,161,098 852,874,774 
Assumed debt(2)
— 132,550,000 
Net purchase price$545,161,098 $720,324,774 

(1)Purchase price is inclusive of closing costs.
(2)Refer to Note 9 for additional details on the Company’s mortgage loans and indebtedness.

4. Investments in Unconsolidated Entities
The Company holds an investment in an unconsolidated joint venture that it has elected to account for using the FVO, as the Company’s ownership interest in the joint venture does not meet the requirements for consolidation.
On November 2, 2021, the Company acquired a 20% interest in Principal Place, a net lease property located in London, United Kingdom, through an indirect interest in the joint venture that owns the property. As of September 30, 2022 and December 31, 2021, the fair value of the Company’s interest in Principal Place was $82.2 million and $100.8 million, respectively.
On November 2, 2021, the Company sold its ownership interest in Ezlyn, a multifamily property, to an affiliate of the Oaktree Adviser for $42.4 million of consideration, consisting of $8.6 million of cash and a $33.8 million preferred equity interest in an affiliate of Oaktree. In connection with the Ezlyn disposition, the Company recognized a realized gain on sale of $19.5 million and recorded the preferred equity interest using the equity method of accounting. On December 31, 2021, the Company assigned $5.0 million of its preferred equity interest to the affiliate of the Oaktree Adviser for $5.0 million of cash. As of December 31, 2021, the Company’s carrying value of its preferred equity interest was $28.8 million. On January 18, 2022, the Company assigned its remaining $28.8 million preferred equity interest to the affiliate of the Oaktree Adviser for $28.8 million of cash.
As of September 30, 2022 and December 31, 2021, investments in unconsolidated entities were $82.2 million and $129.7 million, respectively.
The following tables provide summarized financial information of the joint venture that owns Principal Place as of and for the periods set forth below. No comparable financial information has been presented for the three and nine months ended September 30, 2021, as the Company acquired its interest in the joint venture in November 2022.
As of September 30, 2022
As of December 31, 2021
Total Assets$949,384,388 $1,133,943,189 
Total Liabilities554,707,800 640,809,702 
Total Equity$394,676,588 $493,133,487 
Three Months Ended
September 30, 2022
Nine Months Ended
September 30, 2022
Total Revenues$10,650,077 $35,462,869 
Total Expenses12,490,887 39,347,710 
Net Loss$(1,840,810)$(3,884,841)

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5. Intangibles

The gross carrying amount and accumulated amortization of the Company’s intangible assets consisted of the following as of September 30, 2022 and December 31, 2021:

Intangible assets September 30, 2022December 31, 2021
In-place lease intangibles$35,493,654 $41,209,749 
Lease origination costs 13,526,052 12,610,735 
Lease inducements1,708,038 1,708,038 
Tax intangibles5,249,016 3,054,438 
Above-market lease intangibles243,096 183,854 
Total intangible assets 56,219,856 58,766,814 
Accumulated amortization
In-place lease intangibles(6,065,313)(8,082,379)
Lease origination costs(2,562,393)(972,556)
Lease inducements(723,832)(533,673)
Tax intangibles(500,892)(20,544)
Above-market lease intangibles(26,117)(5,753)
Total accumulated amortization (9,878,547)(9,614,905)
Intangible assets, net $46,341,309 $49,151,909 
Intangible liabilities
Below-market lease intangibles$(28,919,583)$(28,520,699)
Accumulated amortization 1,107,191 136,314 
Intangible liabilities net $(27,812,392)$(28,384,385)

The weighted average amortization periods of the Company's intangible assets is 145 months and intangible liabilities is 266 months.
The following table details the Company’s future amortization of intangibles for each of the next five years and thereafter as of September 30, 2022:
In-place Lease IntangiblesAbove-market Lease IntangiblesOther IntangiblesBelow-market Lease Intangibles
2022 (remaining)$908,606 $7,993 $637,591 $(337,057)
20232,445,902 31,972 2,444,735 (1,348,228)
20242,036,902 31,972 2,253,859 (1,344,533)
20251,876,520 31,972 2,126,258 (1,339,796)
20261,699,216 31,972 1,847,066 (1,332,185)
20271,540,718 21,312 1,547,083 (1,327,356)
Thereafter18,920,477 59,786 5,839,397 (20,783,237)
Total$29,428,341 $216,979 $16,695,989 $(27,812,392)


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6. Investments in Real Estate-Related Loans and Securities
The following table summarizes the components of investments in real estate-related loans and securities as of September 30, 2022 and December 31, 2021:
September 30, 2022December 31, 2021
Real estate-related loans$33,066,338 $35,563,370 
Real estate-related securities273,052,892 19,511,008 
Total investments in real estate-related loans and securities$306,119,228 $55,074,378 

The following tables detail the Company’s real estate-related loan investments as of September 30, 2022 and December 31, 2021:
September 30, 2022
InvestmentCollateral
Interest Rate(1)
Maturity DatePayment TermsFace AmountUnamortized Discount/Origination FeesCarrying Amount
IMC/AMC Bond InvestmentInternational Markets Center
AmericasMart Atlanta
L+6.15%
December 2023Principal due at maturity$25,000,000 $(99,705)$24,900,295 
111 Montgomery(2)
The 111 Montgomery Street Condominium
Brooklyn, New York
L+7.00%
February 2023
Principal due at maturity(3)
209,906 (52,548)157,358 
The Avery Senior Loan(2)
The Avery Condominium
San Francisco, California
L+7.30%
February 2023
Principal due at maturity(3)
6,469,266 (20,052)6,449,214 
The Avery Mezzanine Loan(2)
The Avery Condominium
San Francisco, California
L+12.50%
February 2023
Principal due at maturity(3)
1,563,969 (4,498)1,559,471 
Total$33,243,141 $(176,803)$33,066,338 
(1)
The term “L” refers to the one-month US dollar-denominated LIBOR. As of September 30, 2022, one-month LIBOR was equal to 3.14%.
(2)
The Company’s investment is held through its membership interest in an entity which aggregates the Company’s interest with interests held by other funds managed by the Sub-Adviser. The Company has been allocated its proportionate share of the loan based on its membership interest in the aggregating entity.
(3)The loan agreement requires mandatory prepayments simultaneous with the closing of the sale of any condominium unit.
December 31, 2021
InvestmentCollateral
Interest Rate(1)
Maturity DatePayment TermsFace AmountUnamortized Discount/Origination FeesCarrying Amount
IMC/AMC Bond InvestmentInternational Markets Center
AmericasMart Atlanta
L+6.15%
December 2023Principal due at maturity$25,000,000 $(163,601)$24,836,399 
111 Montgomery(2)
The 111 Montgomery Street Condominium
Brooklyn, New York
L+7.00%
February 2023
Principal due at maturity(3)
1,439,853 (91,409)1,348,444 
The Avery Senior Loan(2)
The Avery Condominium
San Francisco, California
L+7.30%
February 2023
Principal due at maturity(3)
7,655,908 (65,170)7,590,738 
The Avery Mezzanine Loan(2)
The Avery Condominium
San Francisco, California
L+12.50%
February 2023
Principal due at maturity(3)
1,802,408 (14,619)1,787,789 
Total$35,898,169 $(334,799)$35,563,370 
(1)
The term “L” refers to the one-month US dollar-denominated LIBOR. As of December 31, 2021, one-month LIBOR was equal to 0.10%.
(2)
The Company’s investment is held through its membership interest in an entity which aggregates the Company’s interest with interests held by other funds managed by the Sub-Adviser. The Company has been allocated its proportionate share of the loan based on its membership interest in the aggregating entity.
(3)
The loan agreement requires mandatory prepayments simultaneous with the closing of the sale of any condominium unit. During the nine months ended September 30, 2022 and year ended December 31, 2021, the Company received aggregate net repayments of $4.1 million and $5.8 million, respectively.

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The Company’s investments in real estate-related securities consist of commercial mortgage-backed securities (“CMBS”), residential mortgage-backed securities (“RMBS”), and corporate bonds. The following tables detail the Company’s investments in real estate-related securities as of September 30, 2022 and December 31, 2021:
September 30, 2022
Type of SecurityNumber of Positions
Weighted Average Coupon(1)
Weighted Average Maturity Date(2)
Face AmountCost BasisFair Value
CMBS - floating31
L+3.62%
November 2025$174,332,123 $165,952,679 $165,706,870 
CMBS - fixed6
4.38%
July 202446,000,000 43,300,161 43,136,403 
RMBS - floating8
L+2.30%
October 202424,138,056 20,493,036 20,510,550 
RMBS - fixed244.13%December 202553,553,000 42,642,573 41,785,319 
Corporate bonds14.75%March 20292,500,000 2,075,000 1,913,750 
Total705.78%August 2025$300,523,179 $274,463,449 $273,052,892 
December 31, 2021
Type of SecurityNumber of Positions
Weighted Average Coupon(1)
Weighted Average Maturity Date(2)
Face AmountCost BasisFair Value
CMBS - floating4
L+4.00%
February 2030$19,760,000 $17,790,125 $19,511,008 
Total4
L+4.00%
February 2030$19,760,000 $17,790,125 $19,511,008 
(1)
The term “L” refers to the relevant floating benchmark rates, which include USD LIBOR and Secured Overnight Financing Rate (“SOFR”), as applicable to each security and loan. As of September 30, 2022 and December 31, 2021, one-month LIBOR was equal to 3.14% and 0.10%, respectively. As of September 30, 2022 and December 31, 2021, SOFR was equal to 2.98% and 0.05%, respectively.
(2)Weighted average maturity date is based on the fully extended maturity date of the instruments.
During the three and nine months ended September 30, 2022, the Company recorded net unrealized losses on its real estate-related securities investments of $1.8 million and $3.2 million, respectively, and net realized (losses) gains on its real estate-related securities investments of $(0.1) million and $0.6 million, respectively. During the three and nine months ended September 30, 2021, the Company recorded net unrealized losses on its real estate-related securities investments of $0.2 million and $0.3 million, respectively. As of the three and nine months ended September 30, 2021, the Company recorded net realized gains of $0.3 million and $1.3 million, respectively. Such amounts are recorded as components of Other income (expense) on the Company’s Consolidated Statements of Operations.

7. Accounts and Other Receivables and Other Assets
The following table summarizes the components of accounts and other receivables and other assets as of September 30, 2022 and December 31, 2021:
Accounts and other receivables, netSeptember 30, 2022December 31, 2021
Accounts receivable$2,610,723 $1,258,307 
Receivable for unsettled sales of real estate-related securities5,892,583 — 
Straight-line rent receivable3,797,462 2,252,699 
Interest receivable1,213,268 293,873 
Allowance for doubtful accounts(106,983)(48,768)
Total accounts and other receivables, net$13,407,053 $3,756,111 
Other assets September 30, 2022December 31, 2021
Deposits $727,232 $6,808,716 
Prepaid expenses2,569,405 2,181,765 
Capitalized fees, net8,570 13,292 
Derivative instruments11,816,827 1,514,258 
Total other assets$15,122,034 $10,518,031 

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8. Accounts Payable, Accrued Expenses and Other Liabilities
The following table summarizes the components of accounts payable, accrued expenses and other liabilities as of September 30, 2022 and December 31, 2021:
September 30, 2022December 31, 2021
Real estate taxes payable $4,667,570 $2,350,065 
Accounts payable and accrued expenses15,145,265 6,615,746 
Prepaid rent 1,063,588 1,044,844 
Accrued interest expense 3,006,211 509,213 
Tenant security deposits 2,812,433 1,286,365 
Distribution payable 4,929,430 2,822,987 
Stock repurchases payable6,254,074 1,593,971 
Total accounts payable, accrued expenses and other liabilities$37,878,571 $16,223,191 

9. Mortgage Loans and Indebtedness
The following table summarizes the components of mortgage loans and indebtedness as of September 30, 2022 and December 31, 2021:
Principal Balance Outstanding
Indebtedness
Interest Rate(1)
Maturity DateSeptember 30, 2022December 31, 2021
Anzio Apartments mortgage loan
L+1.59%
May 2029$44,400,000 $44,400,000 
Two Liberty Center mortgage loan
L+1.50%
August 202462,085,155 62,085,155 
Lakes at West Covina mortgage loan
L+1.55%
February 202525,603,855 25,603,855 
Arbors of Las Colinas mortgage loan
SOFR+2.24%
January 203145,950,000 45,950,000 
1110 Key Federal Hill mortgage loan
2.34%
October 202851,520,000 51,520,000 
Domain mortgage loan
SOFR+1.50%
December 202648,700,000 48,700,000 
DreamWorks Animation Studios mortgage loan
3.20%
March 2029212,200,000 214,750,000 
Secured Multifamily Term Loan
SOFR+1.70%
March 2025372,760,000 — 
Secured Credit Facility(2)(3)
SOFR+1.95%
January 2023251,618,200 244,401,821 
Affiliate Line of Credit(4)
SOFR+2.25%
November 2023— 105,000,000 
Total indebtedness1,114,837,210 842,410,831 
Less: deferred financing costs, net(5,321,901)(3,617,611)
Total indebtedness, net$1,109,515,309 $838,793,220 

(1)
The term “L” refers to the one-month US dollar-denominated LIBOR. As of September 30, 2022 and December 31, 2021, one-month LIBOR was equal to 3.14% and 0.10%, respectively. The term “SOFR” refers to the Secured Overnight Financing Rate. As of September 30, 2022 and December 31, 2021, SOFR was 2.98% and 0.05%, respectively.
(2)
The Company assumed debt totaling $132.6 million in connection with the acquisition of Domain and The Burnham. The debt was refinanced in November 2021 with a $48.7 million mortgage loan secured by Domain and a $83.9 million borrowing on the Secured Credit Facility secured by The Burnham.
(3)
As of September 30, 2022, borrowings on the Secured Credit Facility were secured by the following properties: 8400 Westphalia Road, 6123-6227 Monroe Court, McLane Distribution Center, 2003 Beaver Road, 187 Bartram Parkway, Briggs & Union and certain properties in the Single Family Rental Portfolio. As of December 31, 2021, borrowings on the Secured Credit Facility were secured by the following properties: The Burnham, Flats on Front, Verso Apartments, 8400 Westphalia Road, 6123-6227 Monroe Court, and McLane Distribution Center.
(4)
Borrowings under the Affiliate Line of Credit bear interest at a rate of the lowest then-current interest rate for any similar credit product offered by a third-party lender to the Company or its subsidiaries or, if not available, SOFR plus a 0.10% credit adjustment and a 2.25% margin.

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The following table presents the future principal payments due under the Company’s mortgage loans and other indebtedness as of September 30, 2022:
YearAmount
2022 (remaining)$— 
2023251,618,200 
202462,400,036 
2025398,976,701 
202650,039,682 
20271,479,301 
Thereafter350,323,290 
Total$1,114,837,210 
The mortgage loans, Secured Multifamily Term Loan, and Secured Credit Facility are subject to various financial and operational covenants. These covenants require the Company to maintain certain financial ratios, which may include leverage, debt yield, and debt service coverage, among others. As of September 30, 2022, the Company is in compliance with all of its loan covenants that could result in a default under such agreements. At Two Liberty Center, cash flows from the property are currently held in a restricted cash account due to a debt service coverage ratio requirement.
Mortgage Loans
During the nine months ended September 30, 2022 and year ended December 31, 2021, the Company obtained financing of $212.2 million and $315.0 million, respectively, in mortgage loans related to its properties, which were subject to customary terms and conditions. During the nine months ended September 30, 2022 and the year ended December 31, 2021, the Company repaid $214.8 million and $53.0 million, respectively, of mortgage loans.
Secured Multifamily Term Loan
In March 2022, the Company entered into a term loan (the “Secured Multifamily Term Loan”) providing for a senior secured loan with an aggregate principal amount of $372.8 million. Borrowings on the Secured Multifamily Term Loan are secured by The Burnham, Flats on Front, Verso Apartments, 2626 South Side Flats and The Parker. Borrowings under the Secured Multifamily Term Loan bear interest at a rate of SOFR plus 1.70%. The Secured Multifamily Term Loan matures on March 21, 2025, and has two one-year extension options to March 2026 and 2027, subject to certain conditions.
Secured Credit Facility
In November 2021, the Company entered into a credit agreement (the “Secured Credit Facility”) providing for a senior secured credit facility to be used for the acquisition or refinancing of properties. Borrowings on the Secured Credit Facility are secured by certain properties owned by the Company. The initial maximum aggregate principal amount of the facility was $250.0 million, which was increased to $500.0 million on March 9, 2022. Effective May 15, 2022, the interest rate benchmark was converted from LIBOR to SOFR. Borrowings under the Secured Credit Facility bear interest at a rate of SOFR plus 1.95%. The Secured Credit Facility had an initial maturity date of November 9, 2022, which was extended until January 9, 2023 in October 2022 concurrent with the Company executing a term sheet with the lead lender to amend the facility, which would extend the maturity date to January 2025, if consummated. As of September 30, 2022 and December 31, 2021, there were $251.6 million and $244.4 million, respectively, of outstanding borrowings on the Secured Credit Facility.
Affiliate Line of Credit
In November 2021, the Company entered into a revolving line of credit with an affiliate of Brookfield (the “Affiliate Line of Credit”), providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of $125.0 million. The Affiliate Line of Credit had an initial maturity date of November 2, 2022, and has one-year extension options subject to the lender’s approval. Effective November 2, 2022, the maturity date was extended to November 2, 2023, and the interest rate benchmark was converted from LIBOR to SOFR. Borrowings under the Affiliate Line of Credit bear interest at a rate of the lowest then-current interest rate for any similar credit product offered by a third-party lender to the Company or its subsidiaries or, if not available, SOFR plus a 0.10% credit adjustment and a 2.25% margin. As of September 30, 2022 and December 31, 2021, there were $0.0 and $105.0 million, respectively, of outstanding borrowings on the Affiliate Line of Credit.

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10. Related Party Transactions
Advisory Agreement
Pursuant to the Advisory Agreement, the Adviser is entitled to an annual management fee equal to 1.25% of the Company’s NAV on its Class C, Class D, Class I, Class S and Class T common shares (no management fee is paid on the Class E common shares), payable monthly, as compensation for the services it provides to the Company. Prior to the Adviser Transition, the Oaktree Adviser was entitled to an annual management fee equal to 1.00% of the Company’s NAV, payable monthly, as compensation for the services it provides to the Company. The management fee can be paid, at the Adviser’s election, in cash or shares of the Company’s common stock. To date, the Adviser, and previously the Oaktree Adviser, has elected to receive the management fee in shares of the Company’s common stock.
During the three and nine months ended September 30, 2022, management fees earned by the Adviser were $3.5 million and $6.8 million, respectively. During the three and nine months ended September 30, 2021, management fees earned by the Oaktree Adviser were $0.6 million and $1.8 million, respectively. During the three and nine months ended September 30, 2022, the Company repurchased 73,289 Class I and 221,407 Class E common shares from the Adviser for a total repurchase amount of $3.9 million. During the three and nine months ended September 30, 2021, the Company repurchased 0 and 181,226 Class I common shares, respectively, from the Oaktree Adviser for total repurchase amounts of $0 and $2.0 million, respectively.
The Adviser, and prior to the Adviser Transition the Oaktree Adviser, is entitled to a performance fee based on the total return of the Company’s Class C, Class D, Class I, Class S and Class T common shares (no performance fee is paid on the Class E common shares). Total return is defined as distributions paid or accrued plus the change in the Company’s NAV, adjusted for subscriptions and repurchases. Pursuant to the Advisory Agreement, the performance fee is equal to 12.5% of the total return in excess of a 5% total return (after recouping any loss carryforward amount), subject to a catch-up. The performance fee becomes payable at the end of each calendar year and can be paid, at the Adviser’s election, in cash, shares of the Company’s common stock, or units of the Operating Partnership.
During the three and nine months ended September 30, 2022, performance fees earned by the Adviser were $3.7 million and $11.9 million, respectively, which is recognized as Performance fee in the Company’s Consolidated Statements of Operations. During the three and nine months ended September 30, 2021, performance fees earned by the Oaktree Adviser were $3.7 million and $4.9 million, respectively, which is recognized as Performance fee in the Company’s Consolidated Statements of Operations.
In December 2021, the Company issued 429,430 Class I shares of common stock to the Oaktree Adviser as payment of the 2021 performance fee earned by the Oaktree Adviser through the date of the Adviser Transition. Such shares were issued at the NAV per share as of the date of the Adviser Transition. In December 2021, the Company repurchased 429,340 Class I shares of common stock from the Oaktree Adviser for a total repurchase amount of $5.3 million.
In March 2022, the Company issued 186,362 Class E units of the Operating Partnership (“Class E OP Units”) as payment of the 2021 performance participation allocation earned by the Adviser from the date of the Adviser Transition through December 31, 2021. Such units were issued at the NAV per unit as of December 31, 2021. In June 2022, all such Class E OP Units were converted to 191,670 Class I shares of the Company’s common stock at the then-applicable conversion factor per unit based on the most recently determined NAV of Class E OP Units and Class I shares.
Sub-Adviser Agreements
The Adviser has engaged the Sub-Adviser to (i) perform the functions related to selecting and managing the Company’s liquid assets, including real estate-related debt securities, (the “Liquidity Sleeve”) pursuant to a sub-advisory agreement (the “Liquidity Sleeve Sub-Advisory Agreement”) and (ii) manage the Oaktree Option Investments pursuant to a separate sub-advisory agreement (the “Oaktree Assets Sub-Advisory Agreement” and together with the Liquidity Sleeve Sub-Advisory Agreement, the “Sub-Advisory Agreements”).
Pursuant to the Liquidity Sleeve Sub-Advisory Agreement, the Sub-Adviser provides services related to the acquisition, management and disposition of the Liquidity Sleeve in accordance with our investment objectives, strategy, guidelines, policies and limitations. Pursuant to the Oaktree Assets Sub-Advisory Agreement, the Sub-Adviser manages the Oaktree Option Investments. The fees paid to the Sub-Adviser pursuant to the Sub-Advisory Agreements will not be paid by the Company, but will instead be paid by the Adviser out of the management and performance fees that the Company pays to the Adviser.
The Sub-Adviser earns management and performance fees pursuant to the terms of the Sub-Adviser Agreement. These fees are paid by the Adviser out of the management and performance fees by the Advisor; therefore no management or performance
23
fees related to the Sub-Advisory Agreements have been recognized in the accompanying Consolidated Statements of Operations.
Dealer Manager Agreement
The Company has engaged the Dealer Manager, a registered broker dealer affiliated with the Adviser, as the dealer manager for the Current Offering. The Company pays to the Dealer Manager selling commissions, dealer manager fees and stockholder servicing fees in connection with sales of the Company’s common stock in the Current Offering. The Company accrues the full amount of the future stockholder servicing fees payable to the Dealer Manager for Class S, Class T, and Class D shares up to the 8.75% of gross proceeds limit at the time such shares are sold. The Dealer Manager has entered into agreements with the selected dealers distributing the Company’s shares in the Offering, which provide, among other things, for the re-allowance of the full amount of the selling commissions and dealer manager fees and all or a portion of the stockholder servicing fees received by the Dealer Manager to such selected dealers.
Acquisition of Investments
On November 2, 2021, the Company acquired two multifamily properties and a 20% interest in a joint venture that owns a net lease property (the “Brookfield Portfolio”) from an affiliate of Brookfield. The aggregate consideration was $173.2 million, which was equal to the fair value of the net assets of the Brookfield Portfolio based on third-party appraisals of the properties. The Company issued 2,088,833 shares of Class E common stock and 12,380,554 Class E OP Units as consideration for the acquisitions. In June 2022, 12,310,303 of such Class E OP Units were converted to 12,660,957 Class I shares of the Company’s common stock at the then-applicable conversion factor per unit based on the most recently determined NAV of Class E OP Units and Class I shares.
Disposition of Investments
On November 2, 2021, the Company sold its interest in a multifamily property, Ezlyn, to an affiliate of the Oaktree Adviser for $105 million. The sale price was equal to the most recently appraised value from a third-party appraiser obtained by the Company in connection with determining the Company’s NAV. The Company received net proceeds of $42.4 million, which consisted of $8.6 million of cash and a $33.8 million preferred equity interest in an affiliate of Oaktree. On December 31, 2021, the Company assigned $5.0 million of its preferred equity interest to the affiliate of the Oaktree Adviser for $5.0 million of cash. On January 18, 2022, the Company assigned its remaining $28.8 million preferred equity interest to the affiliate of the Oaktree Adviser for $28.8 million.
On November 26, 2021, the Company sold a real estate-related loan, Atlantis Mezzanine Loan, to an affiliate of Brookfield for $25.0 million. The sale price was equal to the most recently appraised value from a third-party appraiser obtained by the Company in connection with determining the Company’s NAV.
Advanced Organization and Offering Costs
The Adviser, and previously the Oaktree Adviser, has agreed to advance all of the Company’s organization and offering expenses on its behalf (other than upfront selling commissions, dealer manager fees and stockholder servicing fees) through July 5, 2023, subject to the following reimbursement terms: (1) the Company reimburses the Adviser for all such advanced expenses paid through July 5, 2022 ratably over the 60 months following July 6, 2022; and (2) the Company will reimburse the Adviser for all such advanced expenses paid from July 6, 2022 through July 5, 2023 ratably over the 60 months following July 6, 2023. As part of the Adviser Transition, the Adviser acquired the Sub-Adviser’s receivable related to the organization and offering expenses previously incurred by the Sub-Adviser, which the Company reimburses to the Adviser ratably over the 60 months following July 6, 2022.
Affiliate Line of Credit
In November 2021, the Company entered into the Affiliate Line of Credit, providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of $125.0 million. The Affiliate Line of Credit had an initial maturity date of November 2, 2022, and has continuous one-year extension options subject to the lender’s approval. Effective November 2, 2022, the maturity date was extended to November 2, 2023, and the interest rate benchmark was converted from LIBOR to SOFR. Borrowings under the Affiliate Line of Credit bear interest at a rate of the lowest then-current interest rate for any similar credit product offered by a third-party lender to the Company or its subsidiaries or, if not available, SOFR plus a 0.10% credit adjustment and a 2.25% margin. As of September 30, 2022 and December 31, 2021 there were $0.0 million and $105.0 million, respectively, of outstanding borrowings on the Affiliate Line of Credit.
Oaktree Line of Credit
On June 5, 2020, the Company entered into a line of credit (the “Oaktree Credit Agreement”) with an affiliate of Oaktree providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of $125.0 million. Borrowings under the Oaktree Credit Agreement incurred interest at a rate of the then-current rate offered by a
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third-party lender, or, if no such rate was available, LIBOR plus 2.25%. The Oaktree Credit Agreement was terminated on November 2, 2021, the date of the Adviser Transition.
Brookfield Repurchase Arrangement
One or more affiliates of Brookfield (individually or collectively, as the context may require, the “Brookfield Investor”) was issued shares of the Company’s common stock and Class E OP Units in connection with its contribution of the Brookfield Portfolio on November 2, 2021. The Company and the Operating Partnership have entered into a repurchase arrangement with the Brookfield Investor (the “Brookfield Repurchase Arrangement”) pursuant to which the Company and the Operating Partnership will offer to repurchase shares of common stock or Operating Partnership units from the Brookfield Investor at a price per unit equal to the most recently determined NAV per share or unit immediately prior to each repurchase. The Brookfield Investor has agreed to not seek repurchase of the shares of common stock and Operating Partnership units that it owns if doing so would bring the value of its equity holdings in the Company and the Operating Partnership below $50 million. In addition, the Brookfield Investor has agreed to hold all of the shares of common stock and Operating Partnership units that it received in consideration for the contribution of the Brookfield Portfolio until the earlier of (i) the first date that the Company’s NAV reaches $1.5 billion and (ii) the date that is the third anniversary of November 2, 2021. Following such date, the Brookfield Investor may cause the Company to repurchase its shares and Operating Partnership units (above the $50 million minimum), in an amount equal to the sum of (a) the amount available under the Company’s share repurchase plan’s 2% monthly and 5% quarterly caps (after accounting for third-party investor repurchases) and (b) 25% of the amount by which net proceeds from the Offering and the Company’s private offerings of common stock for a given month exceed the amount of repurchases for such month pursuant to the Company’s share repurchase plan. The Company will not effect any such repurchase during any month in which the full amount of all shares requested to be repurchased by third-party investors under the share repurchase plan is not repurchased. During the nine months ended September 30, 2022, the Company and the Operating Partnership did not repurchase any shares or Operating Partnership units from the Brookfield Investor as part of the Brookfield Repurchase Arrangement.
Oaktree Repurchase Agreement
On September 11, 2019, the board of directors of the Company, including a majority of the independent directors, adopted an arrangement with the Oaktree Investor (the “Oaktree Repurchase Agreement”) to repurchase any shares of the Company’s Class I common stock that Oaktree Investor, an affiliate of the Oaktree Adviser, acquired prior to the breaking of escrow in the Initial Public Offering. The board of directors approved the Oaktree Repurchase Agreement in recognition of the Oaktree Investor’s intent to subscribe for shares of the Company’s Class I common stock in an amount such that, together with all other subscriptions for the Company’s common stock, the escrow minimum offering amount would be satisfied. As of December 6, 2019, the Company satisfied the minimum offering requirement and the Company’s board of directors authorized the release of proceeds from escrow. As of such date, the escrow agent released gross proceeds of approximately $150.0 million (including approximately $86.9 million that was funded by the Oaktree Investor) to the Company in connection with the sale of shares of the Company’s common stock. Under the Oaktree Repurchase Agreement, subject to certain limitations, on the last calendar day of each month the Company will offer to repurchase shares of its common stock from the Oaktree Investor in an aggregate dollar amount (the “Monthly Repurchase Amount”) equal to (i) the net proceeds from new subscriptions that month less (ii) the aggregate repurchase price (excluding any amount of the aggregate repurchase price paid using cash flow from operations not used to pay distributions) of shares repurchased by the Company that month from investors pursuant to the Company’s existing share repurchase plan. In addition to the Monthly Repurchase Amount for the applicable month, the Company will offer to repurchase any Monthly Repurchase Amounts from prior months that have not yet been repurchased. The price per share for each repurchase from the Oaktree Investor will be the lesser of (a) the $10.00 per share initial cost of the shares and (b) the transaction price in effect for the Class I shares at the time of repurchase. The repurchase arrangement is not subject to any time limit and will continue until the Company has repurchased all of the Oaktree Investor’s shares. During the nine months ended September 30, 2021, the Company repurchased 6,186,397 shares for $61.9 million from the Oaktree Investor. On July 31, 2021, the Company repurchased the remaining shares subject to the Oaktree Repurchase Agreement and there are no shares outstanding subject to the Oaktree Repurchase Agreement.
Option Investment Purchase Agreement
The Company entered into an Option Investments Purchase Agreement with Oaktree on November 2, 2021, pursuant to which Oaktree will have the right to purchase the Operating Partnership’s entire interest in four properties (Anzio Apartments, Arbors of Las Colinas, Two Liberty Center, and Lakes at West Covina), four real estate-related loan investments (IMC/AMC Bond Investment, 111 Montgomery, The Avery Senior Loan, The Avery Mezzanine Loan), and one real estate-related security investment (BX 2019 IMC G). Oaktree will have the right to purchase these investments for a period of 12 months following the earlier of (i) 18 months after November 2, 2021, the date of completion of the Adviser Transition, and (ii) the date on which the Company notifies Oaktree that it has issued in the aggregate $1 billion of our common stock to non-affiliates since November 2, 2021, at a price equal to the fair value of the applicable Option Investments, as determined in connection with the
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Company’s most recently determined NAV immediately prior to the closing of such purchase. As of September 30, 2022, the conditions to commence the option period have not occurred.
Brookfield Subscription Agreement
On November 30, 2021, the Operating Partnership and the Brookfield Investor entered into a subscription agreement (the “Brookfield Subscription Agreement”) pursuant to which the Brookfield Investor agreed to purchase up to $83 million of Class E OP Units upon the request of the general partner of the Operating Partnership, of which the Company is the sole member. On December 1, 2021, the Brookfield Investor was issued 3,756,480 Class E OP Units in exchange for $45 million. On January 3, 2022, the Brookfield Investor was issued 3,075,006 Class E OP Units in exchange for $38 million. On June 29, 2022, the Company, the Operating Partnership and the Brookfield Investor entered into an agreement pursuant to which all such Class E OP Units issued to the Brookfield Investor in connection with the Brookfield Subscription Agreement were converted to Class I shares of the Company’s common stock at the then-applicable conversion factor per unit based on the most recently determined NAV of Class E OP Units and Class I shares. The Class I shares held by the Brookfield Investor in connection with the Brookfield Subscription Agreement are not subject to the Brookfield Repurchase Arrangement, but may be redeemed, in whole or in part, for cash upon the request of the Brookfield Investor.
Affiliate Service Provider Expenses
The Company may retain certain of the Adviser’s affiliates for necessary services relating to the Company’s investments or its operations, including any administrative services, construction, special servicing, leasing, development, property oversight and other property management services, as well as services related to group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, loan servicing, property, title and/or other types of insurance, management consulting and other similar operational matters. Any such arrangements will be at market terms and rates.
The Company has engaged Brookfield Properties, an affiliate of Brookfield, to provide operational services (including, without limitation, property management, construction and project management and leasing) and corporate support services (including, without limitation, accounting and administrative services) for the Company. For the three and nine months ended September 30, 2022, the Company incurred $2.6 million and $5.8 million, respectively, of expenses in connection with the services provided by Brookfield Properties. There were no services provided by Brookfield Properties to the Company for the three and nine months ended September 30, 2021.
Captive Insurance Company
BPG Bermuda Insurance Limited (“BAM Insurance Captive”), an affiliate of Brookfield, provides multifamily property and liability insurance for certain of the Company’s multifamily properties. For the three and nine months ended September 30, 2022, the Company paid BAM Insurance Captive $0.1 million and $0.2 million, respectively, for insurance premiums at eight multifamily properties. There were no premiums paid to BAM Insurance Captive for the three and nine months ended September 30, 2021.
Affiliate Title Service Provider
Horizon Land Services (“Horizon”), an affiliate of Brookfield, provides title insurance for certain of our properties. Horizon acts as an agent for one or more underwriters in issuing title policies and/or providing support services in connection with investments by the Company. For the three and nine months ended September 30, 2022, the Company paid Horizon $0.0 million and $0.2 million, respectively, for title services for five properties. There were no services provided by Horizon to the Company for the three and nine months ended September 30, 2021.
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Due to Affiliates
The following table details the components of due to affiliates:
September 30, 2022December 31, 2021
Accrued stockholder servicing fee$26,360,406 $14,219,258 
Advanced organization and offering costs12,093,190 12,022,148 
Accrued performance fee11,913,482 — 
Other(1)
1,767,687 — 
Accrued management fee1,228,066 620,706 
Accrued affiliate service provider expenses856,426 — 
OP Units Distributions Payable 5,295 — 
Stock repurchase payable to Oaktree Adviser for management and performance fees— 6,682,115 
Accrued performance participation allocation— 2,345,920 
Total$54,224,552 $35,890,147 
(1)Represents costs advanced by the Adviser on behalf of the Company for general corporate expenses provided by unaffiliated third parties.

11. Stockholders’ Equity and Redeemable Non-controlling Interests
Authorized Capital
On April 30, 2018, the SEC declared effective the Company’s registration statement on Form S-11 for the Initial Public Offering. On November 2, 2021, the SEC declared effective the Company’s registration statement on Form S-11 (File No. 333-255557) for the Current Offering of up to $6,000,000,000 in shares in its primary offering and up to $1,500,000,000 in shares pursuant to its distribution reinvestment plan. The Initial Public Offering terminated upon the commencement of the Current Offering. Pursuant to the Current Offering, the Company is offering to sell any combination of four classes of shares of its common stock, Class T shares, Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount. The share classes have different upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees. The Company is also offering Class I, Class C and Class E shares in private offerings exempt from registration. Other than the differences in upfront selling commissions, dealer manager fees, ongoing stockholder servicing fees, management fees and performance fees, each class of common stock has the same economic and voting rights.

ClassificationNo. of
Authorized Shares		Par Value
Per Share
Preferred stock50,000,000$0.01
Class T common stock225,000,000$0.01
Class S common stock225,000,000$0.01
Class D common stock100,000,000$0.01
Class C common stock100,000,000$0.01
Class E common stock100,000,000$0.00
Class I common stock250,000,000$0.01
1,050,000,000

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Common Stock
The following table details the movement in the Company’s outstanding shares of common stock:
Nine Months Ended September 30, 2022
Class SClass IClass CClass EClass DTotal
December 31, 202120,045,775 2,825,208 1,644,303 2,097,971 — 26,613,257 
Common stock issued13,939,890 38,889,603 7,595,260 830,842 17,628 61,273,223 
Distribution reinvestment568,988 389,593 — 111,362 — 1,069,943 
Common stock repurchased(1,502,616)(842,501)— (224,798)— (2,569,915)
September 30, 202233,052,037 41,261,903 9,239,563 2,815,377 17,628 86,386,508 
As of September 30, 2022, no Class T shares had been issued.
Distributions
The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to its stockholders each year to comply with the REIT provisions of the Code.
Each class of the Company’s common stock receives the same aggregate gross distribution per share. The net distribution varies for each class based on the applicable stockholder servicing fees, management fees and performance fees, which are deducted from the monthly distribution per share.
The following table details the net distribution for each of our share classes for the nine months ended September 30, 2022:
Declaration DateClass S SharesClass I SharesClass C SharesClass E SharesClass D SharesClass T Shares
January 28, 2022$0.0459 $0.0546 $0.0547 $0.0676 $— $— 
March 1, 20220.0473 0.0552 0.0553 0.0683 — — 
March 30, 20220.0478 0.0568 0.0569 0.0703 — — 
April 28, 20220.0488 0.0575 0.0577 0.0712 — — 
May 27, 20220.0505 0.0599 0.0601 0.0742 — — 
June 29, 20220.0505 0.0598 0.0601 0.0742 0.0570 — 
July 28, 20220.0503 0.0598 0.0601 0.0742 0.0570 — 
August 30, 20220.0503 0.0598 0.0601 0.0743 0.0570 — 
September 29, 20220.0506 0.0598 0.0601 0.0743 0.0572 — 
Total$0.4420 $0.5232 $0.5251 $0.6486 $0.2282 $— 
On June 1, 2022, the Company issued its first Class D shares of common stock. As of September 30, 2022, no Class T shares had been issued.
Distribution Reinvestment Plan
The Company has adopted a distribution reinvestment plan whereby stockholders (other than Alabama, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington investors) will have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. Alabama, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington investors will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional shares of the Company’s common stock. The per share purchase price for shares purchased pursuant to the distribution reinvestment plan will be equal to the offering price before upfront selling commissions and dealer manager fees (the “transaction price”) at the time the distribution is payable, which will generally be equal to the Company’s prior month’s NAV per share for that share class. Stockholders will not pay upfront selling commissions or dealer manager fees when purchasing shares pursuant to the distribution reinvestment plan. The stockholder servicing fees with respect to shares of the Company’s Class T shares, Class S shares and Class D shares are calculated based on the NAV for those shares and may reduce the NAV or, alternatively, the distributions payable with respect to shares of each such class, including shares issued in respect of distributions on such shares under the distribution reinvestment plan. During the nine months ended September 30, 2022 and 2021, the Company reinvested $14.4 million and $3.4 million of distributions for 1,069,943 and 319,747 shares of common stock, respectively.
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Non-controlling Interests Attributable to Preferred Shareholders
Certain subsidiaries of the Company have elected to be treated as REITs for U.S. federal income tax purpose. These subsidiaries have issued preferred non-voting shares to be held by investors to ensure compliance with the Code requirement that REITs have at least 100 shareholders. The preferred shares have a price of $1,000 and carry a 12.5% annual dividend payable annually. As of September 30, 2022, there were $375,000 of preferred non-voting shares outstanding.
Redeemable Non-controlling Interest
The Brookfield Investor was issued Class E OP Units in connection with its contribution of the Brookfield Portfolio on November 2, 2021, subsequent cash contributions to the Operating Partnership pursuant to the Brookfield Subscription Agreement, and the settlement of prior year performance participation allocation. Due to the ability of the Brookfield Investor to redeem its Class E OP Units for shares of common stock or cash, subject to certain restrictions, the Company has classified the Class E OP Units held by the Brookfield Investor as Redeemable non-controlling interest in mezzanine equity on the Company’s Consolidated Balance Sheets. The Redeemable non-controlling interest is recorded at the greater of the carrying amount, adjusted for its share of the allocation of income or loss and dividends, or the redemption value, which is equivalent to fair value, of such units at the end of each measurement period. As the redemption value was greater than the adjusted carrying value at September 30, 2022, the Company recorded an allocation adjustment of $49.2 million between Additional paid-in capital and Redeemable non-controlling interest.
The following table summarizes the Redeemable non-controlling interest activity for the nine months ended September 30, 2022. There was no Redeemable non-controlling interest for the nine months ended September 30, 2021.
September 30, 2022
Balance at beginning of the year$200,085,855 
Limited Partner Cash Contribution38,000,000 
Settlement of prior year performance participation allocation2,345,920 
Conversion to Class I shares(284,785,172)
GAAP Income Allocation(4,661,401)
Distributions(6,935,204)
Distributions Reinvested 7,802,617 
Fair Value Allocation49,169,491 
Ending balance$1,022,106 

Share Repurchase Plan
The Company has adopted a share repurchase plan, whereby on a monthly basis, stockholders may request that the Company repurchase all or any portion of their shares. The Company may choose to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any particular month, in its discretion, subject to any limitations in the share repurchase plan. The total amount of aggregate repurchases of Class T, Class S, Class D, and Class I shares will be limited to 2% of the aggregate NAV per month and 5% of the aggregate NAV per calendar quarter. Shares would be repurchased at a price equal to the transaction price on the applicable repurchase date, subject to any early repurchase deduction. Shares that have not been outstanding for at least one year would be repurchased at 98% of the transaction price. Due to the illiquid nature of investments in real estate, the Company may not have sufficient liquid resources to fund repurchase requests and has established limitations on the amount of funds the Company may use for repurchases during any calendar month and quarter. Further, the Company’s board of directors may modify or suspend the share repurchase plan.
During the nine months ended September 30, 2022 and 2021, the Company repurchased 2,271,510 and 6,736,200 shares of common stock for $31.2 million and $67.8 million, respectively. During the nine months ended September 30, 2022 and 2021, the Company repurchased 0 and 6,186,397 shares of common stock representing a total of $0.0 million and $61.9 million, respectively, from the Oaktree Investor pursuant to the Oaktree Repurchase Agreement. The Company had no unfulfilled repurchase requests during the nine months ended September 30, 2022 and 2021.

12. Commitments and Contingencies
From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of business. As of September 30, 2022, the Company was not subject to any material litigation nor was the Company aware of any material litigation threatened against it.
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13. Leases
The Company’s rental revenue primarily consists of rent earned from operating leases at the Company’s multifamily, office, logistics, net lease and single-family rental properties. Leases at the Company’s office, logistics, and net lease properties generally include a fixed base rent and certain leases also contain a variable component. The variable component of the Company’s operating leases at its office, logistics, and net lease properties primarily consist of the reimbursement of operating expenses such as real estate taxes, insurance, and common area maintenance costs. Rental revenue earned from leases at the Company’s multifamily and single-family rental properties primarily consist of a fixed base rent and certain leases contain a variable component that allows for the pass-through of certain operating expenses such as utilities.
The following table details the components of operating lease income from leases in which the Company is the lessor:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Fixed lease payments$28,240,530 $7,193,200 $74,105,535 $21,064,607 
Variable lease payments1,560,012 796,819 4,393,479 1,592,401 
Total rental revenues$29,800,542 $7,990,019 $78,499,014 $22,657,008 
The following table details the undiscounted future minimum rents the Company expects to receive for its logistics, net lease, and office properties as of September 30, 2022. The table below excludes our multifamily and single-family rental properties as substantially all leases are shorter term in nature.
YearFuture Minimum Rents
2022 (remaining)$8,006,362 
202331,902,405 
202429,393,648 
202528,271,136 
202625,587,294 
202723,351,104 
Thereafter143,893,927 
Total$290,405,876 

14. Segment Reporting
As of September 30, 2022, the Company operates in six reportable segments: multifamily, office, logistics, single-family rental, net lease and real estate-related loans and securities. The Company continually evaluates the financial information used by the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance. During the three months ended September 30, 2022, the Company made the following changes to its reportable segments based on the information used by the CODM: (1) single-family rentals (previously a component of alternatives) was established as a separate reportable segment; and (2) net lease was established as a new reportable segment, consisting of DreamWorks Animation Studios (previously a component of alternatives) and the Company's unconsolidated investment in Principal Place (previously a component of investments in unconsolidated entities). Net lease consists of properties that are leased to a single tenant in which the tenant is generally responsible for all property-related expenses, including taxes, insurance, and maintenance. Comparative periods have been recast to reflect these changes.
The Company allocates resources and evaluates results based on the performance of each segment individually. The Company believes that segment net operating income is the key performance metric that captures the unique operating characteristics of each segment.
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The following table sets forth the total assets by segment:
September 30, 2022December 31, 2021
Multifamily$958,973,455 $583,308,458 
Office125,028,719 126,966,165 
Logistics113,241,790 74,038,737 
Single-family rental135,713,060 5,011,341 
Net lease436,523,897 457,456,251 
Real estate-related loans and securities306,119,228 55,074,378 
Other (Corporate)99,428,687 72,858,109 
Total assets$2,175,028,836 $1,374,713,439 

The following table sets forth the financial results by segment for the three months ended September 30, 2022:
MultifamilyOfficeLogisticsSingle-Family RentalNet LeaseReal estate-related loans and securitiesTotal
Revenues:
Rental revenues$18,165,611 $3,224,362 $1,946,072 $1,632,753 $4,831,744 $— $29,800,542 
Other revenues2,257,810 166,709 90 102,175 — — 2,526,784 
Total revenues20,423,421 3,391,071 1,946,162 1,734,928 4,831,744 — 32,327,326 
Expenses:
Rental property operating8,525,037 1,596,913 523,940 828,455 584,400 — 12,058,745 
Total expenses8,525,037 1,596,913 523,940 828,455 584,400 — 12,058,745 
Income from real estate-related loans and securities— — — — — 3,157,771 3,157,771 
Segment net operating income$11,898,384 $1,794,158 $1,422,222 $906,473 $4,247,344 $3,157,771 $23,426,352 
Realized loss on real estate investments$— $— $— $— $— $(29,966)$(29,966)
Realized gain on financial instruments— — — — 3,319,040 — 3,319,040 
Unrealized loss on investments— — — — (5,592,225)(1,766,267)(7,358,492)
Depreciation and amortization13,773,074 
General and administrative expenses2,677,064 
Management fee3,483,760 
Performance fee3,682,263 
Interest expense11,133,394 
Net loss(15,392,621)
Net loss attributable to non-controlling interests in third party joint ventures40,998 
Net income attributable to non-controlling interests - preferred stockholders(24,251)
Net loss attributable to redeemable non-controlling interests13,308 
Net loss attributable to stockholders$(15,362,566)

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The following table sets forth the financial results by segment for the nine months ended September 30, 2022:
MultifamilyOfficeLogisticsSingle-Family RentalNet LeaseReal estate-related loans and securitiesTotal
Revenues:
Rental revenues$46,885,265 $9,622,858 $5,005,916 $2,445,823 $14,539,152 $— $78,499,014 
Other revenues6,470,484 498,453 144 205,281 — — 7,174,362 
Total revenues53,355,749 10,121,311 5,006,060 2,651,104 14,539,152 — 85,673,376 
Expenses:
Rental property operating20,710,626 4,254,644 1,547,464 1,380,426 1,747,421 — 29,640,581 
Total expenses20,710,626 4,254,644 1,547,464 1,380,426 1,747,421 — 29,640,581 
Income from real estate-related loans and securities— — — — — 5,646,556 5,646,556 
Segment net operating income$32,645,123 $5,866,667 $3,458,596 $1,270,678 $12,791,731 $5,646,556 $61,679,351 
Realized gain on real estate investments$— $— $— $— $— $638,794 $638,794 
Realized gain on financial instruments— — — — 10,413,111 — 10,413,111 
Unrealized gain (loss) on investments— — — — (5,162,644)(3,204,084)(8,366,728)
Depreciation and amortization42,315,873 
General and administrative expenses7,150,896 
Management fee6,776,480 
Performance fee11,913,482 
Interest expense25,906,159 
Net loss(29,698,362)
Net loss attributable to non-controlling interests in third party joint ventures63,900 
Net income attributable to non-controlling interests - preferred stockholders(24,251)
Net loss attributable to redeemable non-controlling interests4,661,401 
Net loss attributable to stockholders$(24,997,312)
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The following table sets forth the financial results by segment for the three months ended September 30, 2021:
MultifamilyOfficeReal estate-related loans and securitiesTotal
Revenues:
Rental revenues$4,935,181 $3,054,838 $— $7,990,019 
Other revenues337,002 142,550 — 479,552 
Total revenues5,272,183 3,197,388 — 8,469,571 
Expenses:
Rental property operating2,183,990 1,324,597 — 3,508,587 
Total expenses2,183,990 1,324,597 — 3,508,587 
Income from real estate-related loans and securities— — 1,326,228 1,326,228 
Segment net operating income$3,088,193 $1,872,791 $1,326,228 $6,287,212 
Realized gain on real estate investments$— $— $296,975 $296,975 
Unrealized (loss) gain on investments87,637 — (181,194)(93,557)
Depreciation and amortization3,350,031 
General and administrative expenses1,119,953 
Management fee643,490 
Performance fee3,686,804 
Interest expense1,476,601 
Net loss(3,786,249)
Net loss attributable to non-controlling interests2,140 
Net loss attributable to stockholders$(3,784,109)

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The following table sets forth the financial results by segment for the nine months ended September 30, 2021:
MultifamilyOfficeReal estate-related loans and securitiesTotal
Revenues:
Rental revenues$13,520,392 $9,136,616 $— $22,657,008 
Other revenues948,026 396,469 — 1,344,495 
Total revenues14,468,418 9,533,085 — 24,001,503 
Expenses:
Rental property operating6,317,804 3,934,626 — 10,252,430 
Total expenses6,317,804 3,934,626 — 10,252,430 
Income from real estate-related loans and securities— — 3,880,813 3,880,813 
Segment net operating income$8,150,614 $5,598,459 $3,880,813 $17,629,886 
Realized gain on real estate investments$— $— $1,277,640 $1,277,640 
Unrealized (loss) gain on investments491,319 — (264,893)226,426 
Depreciation and amortization11,462,760 
General and administrative expenses3,187,513 
Management fee1,766,928 
Performance fee4,947,892 
Interest expense4,251,466 
Net loss(6,482,607)
Net loss attributable to non-controlling interests191,410 
Net loss attributable to stockholders$(6,291,197)
15. Subsequent Events
The Company has evaluated events from September 30, 2022, through the date the financial statements were issued.
Repayment of Secured Credit Facility
On November 4, 2022, the Company repaid $36.4 million of the outstanding principal balance on the Secured Credit Facility related to borrowings secured by 8400 Westphalia Road and McLane Distribution Center.
Amendment to Affiliate Line of Credit
On November 10, 2022, the Company amended the Affiliate Line of Credit, effective as of November 2, 2022, pursuant to which (a) the lender party to the Affiliate Line of Credit was replaced with a different affiliate of Brookfield; (b) the maturity date of the Line of Credit was extended to November 2, 2023; and (c) the interest rate was converted from LIBOR plus 2.25% to SOFR plus 2.35%.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References herein to the “Company,” “we,” “us,” or “our” refer to Brookfield Real Estate Income Trust Inc. and its subsidiaries unless the context specifically requires otherwise.
The following discussion should be read in conjunction with the unaudited financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q.
Forward-Looking Statements
Statements contained in this Form 10-Q that are not historical facts are based on our current expectations, estimates, projections, opinions, and/or beliefs. Such statements are not facts and involve known and unknown risks, uncertainties, and other factors. Investors should not rely on these statements as if they were fact. Certain information contained in this Form 10-Q constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue,” “forecast,” or “believe” or the negatives thereof or other variations thereon or other comparable terminology. Due to various risks and uncertainties, including those described under Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and under Part II, Item 1A. Risk Factors in this Form 10-Q and elsewhere in this Form 10-Q, actual events or results or our actual performance may differ materially from those reflected or contemplated in such forward-looking statements. No representation or warranty is made as to future performance or such forward-looking statements. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans, which we consider to be reasonable, will be achieved. We do not undertake to revise or update any forward-looking statements.
Overview
We are a Maryland corporation formed on July 27, 2017 to invest in commercial real estate assets. We invest primarily in high-quality real estate properties in desirable locations – primarily income-producing U.S. commercial real estate with upside potential through active asset management. We also invest in real estate-related debt and real estate-related securities to provide current income and superior risk-adjusted returns.
We are externally managed by Brookfield REIT Adviser LLC (the “Adviser”), an affiliate of Brookfield Asset Management Inc. (together with its affiliates, “Brookfield”). We are structured as an as an umbrella partnership real estate investment trust, which means that we own substantially all of our assets through our operating partnership, Brookfield REIT Operating Partnership L.P. (the “Operating Partnership”), of which we are the sole general partner.
On April 30, 2018, the Securities and Exchange Commission (the “SEC”), initially declared effective our registration statement on Form S-11 (File No. 333-223022) for our initial public offering of up to $2.0 billion in shares of our common stock (the “Initial Public Offering”). On November 2, 2021, the SEC declared effective our registration statement on Form S-11 (File No. 333-255557) for our follow-on public offering of up to $7.5 billion in shares of our common stock in any combination of purchases of Class S, Class T, Class D and Class I shares of our common stock (the “Follow-On Public Offering”). The share classes have different upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees. The Initial Public Offering terminated upon the commencement of the Follow-On Public Offering.
In addition to the Follow-On Public Offering, we are conducting private offerings of Class I and Class C shares to feeder vehicles that offer interests in such vehicles to non-U.S. persons. The offer and sale of Class I and Class C shares to the feeder vehicles is exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) and Regulation S thereunder. We are also offering Class E shares to Brookfield and certain of its affiliates in one or more private offerings. The offer and sale of Class E shares is exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2).
We qualified as a REIT for U.S. federal income tax purposes beginning with our taxable year ending December 31, 2019, and we generally will not be subject to U.S. federal income taxes on our taxable income to the extent we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT.
As of September 30, 2022, we owned and operated 19 investments in real estate and held investments in one unconsolidated real estate interest, four real estate-related loans, and 70 short-term real estate-related debt securities. We are not aware of any material trends or uncertainties, favorable or unfavorable, other than national economic conditions affecting real estate generally (including the COVID-19 pandemic), that may be reasonably anticipated to have a material impact on either capital resources or the revenues or income to be derived from owning properties or real estate-related loans.

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Q3 2022 Highlights

Operating and Capital Raising Results:
•Year-to-date total returns through September 30, 2022, excluding upfront selling commissions, were 15.08% for Class S shares, 16.20% for Class I shares and 2.57% for Class D shares.(1) Total return is calculated as the percent change in the NAV per share from the beginning of the applicable period, plus the amount of any net distributions per share declared in the period.
•Raised $200.0 million of gross proceeds from the sale of our common stock during the three months ended September 30, 2022.
•In September 2022, declared net distributions per share of $0.0506 for Class S shares, $0.0598 for Class I shares and $0.0572 for Class D shares, resulting in annualized distribution rates of 4.38% for Class S shares, 5.14% for Class I shares and 4.98% for Class D shares as of September 30, 2022.(1)
•Reinvested distributions of $8.4 million during the three months ended September 30, 2022.
Investment Activity:
•Invested $193.4 million in real estate-related debt securities, consisting of commercial mortgage-backed securities (“CMBS”), residential mortgage-backed securities (“RMBS”) and corporate bonds, during the three months ended September 30, 2022.
•Acquired 85 single-family rental properties for an aggregate purchase price of $22.4 million, excluding closing costs, during the three months ended September 30, 2022.
•Sold three CMBS positions for gross sale proceeds of $5.9 million during the three months ended September 30, 2022.
Financing Activity:
•During the three months ended September 30, 2022, we borrowed $12.9 million on the Secured Credit Facility related to the acquisitions of single-family rental homes.

Current Portfolio:
•Our portfolio as of September 30, 2022 consisted of 83% real estate properties, 13% real estate-related loans and securities, and 4% cash and cash equivalents.
•Our real estate properties as of September 30, 2022 consisted of multifamily (56%), net lease (26%), office (6%), logistics (6%) and single-family rental (6%).

(1) Year-to-date returns for Class D shares are calculated from June 1, 2022, the date the first Class D shares were issued. As of September 30, 2022, no Class T shares of common stock had been issued.
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Portfolio
The following table provides information regarding our portfolio of real estate properties as of September 30, 2022:
Investment(1)
LocationProperty TypeAcquisition Date
Ownership Percentage(2)
Purchase Price(3)
Square Feet/ Number of Units
Occupancy Rate(4)
Anzio ApartmentsAtlanta, GAMultifamilyApril 201990.0%$59.2 44892%
Arbors of Las ColinasDallas, TXMultifamilyDecember 202090.0%63.5 40894%
1110 Key Federal HillBaltimore, MDMultifamilySeptember 2021100.0%73.6 22497%
DomainOrlando, FLMultifamilyNovember 2021100.0%74.1 32497%
The BurnhamNashville, TNMultifamilyNovember 2021100.0%129.0 32899%
Flats on FrontWilmington, NCMultifamilyDecember 2021100.0%97.5 273100%
Verso ApartmentsBeaverton, ORMultifamilyDecember 2021100.0%74.0 17296%
2626 South Side FlatsPittsburgh, PAMultifamilyJanuary 2022100.0%90.0 26498%
The ParkerAlexandria, VAMultifamilyMarch 2022100.0%136.0 36097%
Briggs & UnionMount Laurel, NJMultifamilyApril 2022100.0%158.0 49096%
Principal Place(5)
London, UKNet LeaseNovember 202120.0%99.8 644,000100%
DreamWorks Animation StudiosGlendale, CANet LeaseDecember 2021100.0%326.5 497,000100%
Two Liberty CenterArlington, VAOfficeAugust 201996.5%91.2 179,00093%
Lakes at West CovinaLos Angeles, CAOfficeFebruary 202095.0%41.0 177,00093%
6123-6227 Monroe CtMorton Grove, ILLogisticsNovember 2021100.0%17.2 208,000100%
8400 Westphalia RoadUpper Marlboro, MDLogisticsNovember 2021100.0%27.0 100,000100%
McLane Distribution CenterLakeland, FLLogisticsNovember 2021100.0%26.7 211,000100%
2003 Beaver RoadLandover, MDLogisticsFebruary 2022100.0%9.4 38,000100%
187 Bartram ParkwayFranklin, INLogisticsFebruary 2022100.0%28.8 300,000100%
Single-Family RentalsVariousSingle-Family RentalVarious100.0%121.6 461100%
Total$1,744.1 
(1)Investments in real estate properties includes our consolidated property investments and our unconsolidated investment in Principal Place.
(2)The joint venture agreements entered into by the Company (other than the Principal Place joint venture) provide the other partner a profits interest based on achieving certain internal rate of return hurdles. Such investments are consolidated by us and any profits interest due to the other partners is reported within non-controlling interests.
(3)Purchase price is presented in millions and excludes acquisition costs.
(4)
Occupancy rates as of September 30, 2022. For multifamily investments, occupancy represents the percentage of all leased units divided by the total
available units as of the date indicated. For office, net lease and logistics investments, occupancy represents the percentage of all leased square footage
divided by the total available square footage as of the date indicated.
(5)Purchase price represents our initial equity investment in the joint venture of £73.3 million GBP converted to USD using the spot rate on the acquisition
date.
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Investments in Real Estate-Related Loans and Securities
The following table details our investments in real estate-related loans as of September 30, 2022:
InvestmentCollateral
Interest Rate(1)
Maturity DatePayment TermsFace AmountUnamortized Discount/Origination FeesCarrying Amount
IMC/AMC Bond InvestmentInternational Markets Center
AmericasMart Atlanta		L+6.15%December 2023Principal due at maturity$25,000,000 $(99,705)$24,900,295 
111 Montgomery(2)
The 111 Montgomery Street Condominium
Brooklyn, New York		L+7.00%February 2023
Principal due at maturity(3)
209,906 (52,548)157,358 
The Avery Senior Loan(2)
The Avery Condominium
San Francisco, California		L+7.30%February 2023
Principal due at maturity(3)
6,469,266 (20,052)6,449,214 
The Avery Mezzanine Loan(2)
The Avery Condominium
San Francisco, California		L+12.50%February 2023
Principal due at maturity(3)
1,563,969 (4,498)1,559,471 
Total$33,243,141 $(176,803)$33,066,338 
(1)
The term “L” refers to the one-month US dollar-denominated London Interbank Offer Rate ("LIBOR"). As of September 30, 2022, one-month LIBOR was equal to 3.14%.
(2)
The Company’s investment is held through its membership interest in an entity which aggregates the Company’s interest with interests held by other funds managed by the Sub-Adviser. The Company has been allocated its proportionate share of the loan based on its membership interest in the aggregating entity.
(3)The loan agreement requires mandatory prepayments simultaneous with the closing of the sale of any condominium unit.
The following table details our investments in real estate-related securities as of September 30, 2022:
Type of SecurityNumber of Positions
Weighted Average Coupon(1)
Weighted Average Maturity Date(2)
Face AmountCost BasisFair Value
CMBS - floating31L+3.62%November 2025$174,332,123 $165,952,679 $165,706,870 
CMBS - fixed64.38%July 202446,000,000 43,300,161 43,136,403 
RMBS - floating8L+2.30%October 202424,138,056 20,493,036 20,510,550 
RMBS - fixed244.13%December 202553,553,000 42,642,573 41,785,319 
Corporate bonds14.75%March 20292,500,000 2,075,000 1,913,750 
Total705.78%August 2025$300,523,179 $274,463,449 $273,052,892 
(1)
The term “L” refers to the relevant floating benchmark rates, which include LIBOR and Secured Overnight Financing Rate (“SOFR”), as applicable to each security and loan. As of September 30, 2022, LIBOR was equal to 3.14% and SOFR was equal to 2.98%.
(2)Weighted average maturity date is based on the fully extended maturity date of the instruments.


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Lease Expirations
The following table details the expiring leases at our office, net lease and logistics properties by annualized base rent and square footage as of September 30, 2022. The table below excludes our multifamily and single-family rental properties as substantially all leases at such properties expire within 12 months.
YearNumber of Expiring Leases
Annualized Base Rent(1)
% of Total
Annualized Base
Rent Expiring
Approximate Gross Leasable Square Footage of Expiring Leases% of Total Square Feet Expiring
2022 (remaining)4$394,209 1%8,332 1%
2023113,547,311 11%75,154 5%
20246495,561 2%52,525 3%
2025163,245,508 10%111,064 7%
202662,684,597 8%91,650 6%
202731,026,852 3%54,935 3%
202861,577,014 5%43,854 3%
202941,901,301 6%140,225 9%
20302362,768 1%42,716 3%
20311209,411 1%37,146 2%
Thereafter417,481,503 52%974,534 58%
Total63$32,926,035 100%1,632,135 100%
(1)
Annualized base rent is determined from the annualized September 30, 2022 base rent per leased square foot of the applicable year and excludes tenant recoveries, straight-line rent, and above-market and below-market lease amortization.


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Results of Operations
The following table sets forth information regarding our consolidated results of operations:
Three Months EndedChangeNine Months EndedChange
September 30, 2022September 30, 2021$September 30, 2022September 30, 2021$
Revenues
Rental revenues $29,800,542 $7,990,019 $21,810,523 $78,499,014 $22,657,008 $55,842,006 
Other revenues2,526,784 479,552 2,047,232 7,174,362 1,344,495 5,829,867 
Total revenues32,327,326 8,469,571 23,857,755 85,673,376 24,001,503 61,671,873 
Expenses
Rental property operating 12,058,745 3,508,587 8,550,158 29,640,581 10,252,430 19,388,151 
General and administrative2,677,064 1,119,953 1,557,111 7,150,896 3,187,513 3,963,383 
Management fee 3,483,760 643,490 2,840,270 6,776,480 1,766,928 5,009,552 
Performance fee3,682,263 3,686,804 (4,541)11,913,482 4,947,892 6,965,590 
Depreciation and amortization 13,773,074 3,350,031 10,423,043 42,315,873 11,462,760 30,853,113 
Total expenses35,674,906 12,308,865 23,366,041 97,797,312 31,617,523 66,179,789 
Other income (expense)
Income from real estate-related loans and securities3,157,771 1,326,228 1,831,543 5,646,556 3,880,813 1,765,743 
Interest expense(11,133,394)(1,476,601)(9,656,793)(25,906,159)(4,251,466)(21,654,693)
Realized (loss) gain on real estate investments, net(29,966)296,975 (326,941)638,794 1,277,640 (638,846)
Realized gain on financial instruments3,319,040 — 3,319,040 10,413,111 — 10,413,111 
Unrealized (loss) gain on investments, net(7,358,492)(93,557)(7,264,935)(8,366,728)226,426 (8,593,154)
Total other (expense) income(12,045,041)53,045 (12,098,086)(17,574,426)1,133,413 (18,707,839)
Net loss$(15,392,621)$(3,786,249)$(11,606,372)$(29,698,362)$(6,482,607)$(23,215,755)
Net loss attributable to non-controlling interests in third party joint ventures40,998 2,140 38,858 63,900 191,410 (127,510)
Net income attributable to non-controlling interests - preferred stockholders(24,251)— (24,251)(24,251)— (24,251)
Net loss attributable to redeemable non-controlling interests13,308 — 13,308 4,661,401 — 4,661,401 
Net loss attributable to Brookfield REIT stockholders$(15,362,566)$(3,784,109)$(11,578,457)$(24,997,312)$(6,291,197)$(18,706,115)
Per common share data:
Net loss per share of common stock - basic and diluted$(0.19)$(0.17)$(0.02)$(0.47)$(0.29)$(0.18)
Weighted average number of shares outstanding - basic and diluted82,473,239 22,667,470 59,805,769 53,143,361 22,027,204 31,116,157 
Revenues
Revenues primarily consist of base rent arising from tenant leases at our multifamily, net lease, office, logistics and single-family rental properties. Revenues increased $23.9 million to $32.3 million and increased $61.7 million to $85.7 million for the three and nine months ended September 30, 2022, respectively, compared to September 30, 2021. The increase is due to the significant acquisition activity and growth of the portfolio since September 30, 2021. We owned 19 consolidated investments as of September 30, 2022, compared to five consolidated investments as of September 30, 2021. The components of revenue during these periods are as follows ($ in millions):

Three Months EndedChangeNine Months EndedChange
September 30, 2022September 30, 2021$September 30, 2022September 30, 2021$
Rental revenue$28.0 $7.5 $20.5 $73.4 $21.4 $52.0 
Tenant reimbursements1.8 0.4 1.4 5.1 1.3 3.8 
Ancillary income and fees2.5 0.5 2.0 7.2 1.3 5.9 
Total revenue$32.3 $8.4 $23.9 $85.7 $24.0 $61.7 


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Rental Property Operating Expenses
Rental property operating expenses consist of the costs of ownership and operation of our real estate properties, including real estate taxes, repairs and maintenance expenses, utilities, property management fees, and insurance expenses. Rental property operating expenses increased $8.6 million to $12.1 million and increased $19.4 million to $29.6 million during the three and nine months ended September 30, 2022, respectively, compared to September 30, 2021. The increase is attributable to the increase in the portfolio size as described above.
General and Administrative Expenses
General and administrative expenses are corporate-level expenses that relate mainly to our compliance and administration costs, including legal fees, audit fees, professional tax fees, valuation fees, board of director fees and other professional fees. During the three and nine months ended September 30, 2022, general and administrative expenses increased $1.6 million to $2.7 million and increased $4.0 million to $7.2 million, respectively, compared to September 30, 2021. The increase is attributable to the increase in the portfolio size as described above.
Management Fee
Management fees are earned by our Adviser for providing services pursuant to the Advisory Agreement. During the three and nine months ended September 30, 2022, management fees increased $2.8 million to $3.5 million and increased $5.0 million to $6.8 million, respectively, compared to September 30, 2021. The increase in the current period was due to the growth of our NAV, which increased by $920.2 million from September 30, 2021 to September 30, 2022.
Performance Fee
During the three months ended September 30, 2022, performance fees remained flat at $3.7 million compared to the three months ended September 30, 2021. During the nine months ended September 30, 2022, performance fees increased $7.0 million to $11.9 million compared to the nine months ended September 30, 2021, primarily as a result of our increased NAV in the current period compared to the prior year period.
Depreciation and Amortization
During the three and nine months ended September 30, 2022, depreciation and amortization increased $10.4 million to $13.8 million and increased $30.9 million to $42.3 million, respectively, compared to September 30, 2021. The increase is attributable to the increase in the portfolio size as described above.
Income from Real Estate-Related Loans and Securities
During the three and nine months ended September 30, 2022, interest income from real estate-related loans and securities increased $1.8 million to $3.2 million and increased $1.8 million to $5.6 million, respectively, compared to September 30, 2021. The increase in interest income is due to significant acquisition activity of real estate-related securities during the current period. As of September 30, 2022, we owned 70 positions in real estate-related securities, compared to ten positions as of September 30, 2021.
Interest Expense
Interest expense is primarily related to interest payable on our mortgage loans and credit facilities. Interest expense increased $9.7 million to $11.1 million and increased $21.7 million to $25.9 million during the three and nine months ended September 30, 2022, respectively, compared to September 30, 2021. The increase is primarily due to additional indebtedness related to the increase in the portfolio size as described above as well as the impact of LIBOR and SOFR increases on our variable rate debt.
Realized (Loss) Gain on Real Estate Investments, Net
Realized (loss) gain on real estate investments is related to the gains and losses recognized upon disposition of our investments in real estate and real estate-related loans and securities. During the three months ended September 30, 2022, we sold three real estate-related securities positions for aggregate gross proceeds of $5.9 million, compared to the sale of one real estate-related security position for aggregate gross proceeds of $1.0 million during the three months ended September 30, 2021. During the nine months ended September 30, 2022, we sold four real estate-related securities positions for aggregate gross proceeds of $9.0 million, compared to the sale of three real estate related securities positions for aggregate gross proceeds of $5.9 million during the nine months ended September 30, 2021.

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Realized Gain on Financial Instruments
Realized gains on financial instruments consist of foreign currency swap settlements related to our unconsolidated non-U.S. investment in Principal Place. For the three and nine months ended September 30, 2022, we had realized gains on financial instruments of $3.3 million and $10.4 million, respectively, due to decreases in the GBP to USD exchange rate. We had no foreign currency swaps during the three and nine months ended September 30, 2021.
Unrealized Gains and Losses on Investments
Unrealized gains on investments consists of changes in the fair value of our investments in real estate-related securities and investments in unconsolidated entities. During the three and nine months ended September 30, 2022, we recognized unrealized losses of $7.4 million and $8.4 million, respectively. The unrealized losses are primarily attributable to the foreign currency translation and a decrease in the fair market value of our unconsolidated non-U.S. investment in Principal Place.
Net Loss Attributable to Redeemable Non-Controlling Interests
During the three and nine months ended September 30, 2022, there were $0.0 million and $4.7 million, respectively, of net losses allocable to interests held in Brookfield REIT Operating Partnership LP by parties other than the Company. There was no redeemable non-controlling interest during the three and nine months ended September 30, 2021.
Reimbursement by the Adviser
Pursuant to the Advisory Agreement, the Adviser will reimburse us for any expenses that cause our Total Operating Expenses in any four consecutive fiscal quarters to exceed the greater of: (i) 2% of our Average Invested Assets or (ii) 25% of our Net Income (each as defined in our charter) (the “2%/25% Limitation”).
Notwithstanding the foregoing, to the extent that our Total Operating Expenses exceed these limits and the independent directors determine that the excess expenses were justified based on unusual and non-recurring factors that they deem sufficient, the Adviser would not be required to reimburse us.
For the four consecutive quarters ended September 30, 2022, our Total Operating Expenses exceeded the 2%/25% Limitation. Based upon a review of unusual and non-recurring factors, including but not limited to outsized performance during this period resulting in an increased performance fees, our independent directors determined that the excess expenses were justified.
Liquidity and Capital Resources
Our primary needs for liquidity are to fund our investments, to make distributions to our stockholders, to repurchase shares of our common stock pursuant to our share repurchase plan, to pay our offering and operating expenses, to fund capital expenditures at our properties, and to pay debt service on our outstanding indebtedness. Our operating expenses include, among other things, fees and expenses related to managing our properties and other investments, the management and performance fees we pay to the Adviser (to the extent the Adviser elects to receive such fees in cash) and general corporate expenses.
We believe that our current liquidity position is sufficient to meet the operating needs of our business, with $469.6 million of liquidity as of September 30, 2022, consisting of $96.2 million of unrestricted cash and cash equivalents, $248.4 million of undrawn available capacity on our Secured Credit Facility and $125.0 million of undrawn available capacity on our Affiliate Line of Credit. We may also generate additional liquidity through the sale of our real estate-related securities, which were $273.1 million as of September 30, 2022.
Our portfolio remains conservatively leveraged at 47.7% as of September 30, 2022, and we can generate additional liquidity by incurring indebtedness secured by our investments. Our leverage ratio is calculated by dividing (i) the property-level and entity-level debt net of unrestricted cash by (ii) the gross asset value of real estate investments (calculated using the greater of fair value and cost of gross real estate equity investments), inclusive of property-level and entity-level debt net of cash and tradable securities.
Our cash needs for acquisitions and other investments will be funded primarily from the sale of shares of our common stock and through the assumption or incurrence of debt. During the nine months ended September 30, 2022, we received $539.7 million of gross proceeds from the sale of shares of our common stock and repurchased $32.2 million in shares of our common stock under our share repurchase plan.
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The following table is a summary of our indebtedness as of September 30, 2022:
Indebtedness
Interest Rate(1)
Maturity DateMaximum Facility SizePrincipal Balance Outstanding
Anzio Apartments mortgage loanL+1.59%May 2029$44,400,000 
Two Liberty Center mortgage loanL+1.50%August 202462,085,155 
Lakes at West Covina mortgage loanL+1.55%February 202525,603,855 
Arbors of Las Colinas mortgage loanSOFR+2.24%January 203145,950,000 
1110 Key Federal Hill mortgage loan2.34%October 202851,520,000 
Domain mortgage loanSOFR+1.50% December 202648,700,000 
DreamWorks Animation Studios mortgage loan3.20%March 2029212,200,000 
Secured Multifamily Term Loan(2)
SOFR+1.70%March 2025372,760,000 
Secured Credit Facility(3)
SOFR+1.95%January 2023$500,000,000 251,618,200 
Affiliate Line of Credit(4)
SOFR+2.25% November 2023$125,000,000 — 
Total Indebtedness$1,114,837,210 

(1)
The term “L” refers to the one-month US dollar-denominated LIBOR. As of September 30, 2022, one-month LIBOR was equal to 3.14%. As of September 30, 2022, SOFR was equal to 2.98%. As of September 30, 2022, the Company has outstanding interest rate swaps and caps with an aggregate notional balance of $73.3 million that mitigate our exposure to changes in foreign currency exchange rates and potential future interest rate increases under our floating-rate debt.
(2)
As of September 30, 2022, borrowings on the Secured Multifamily Term Loan are secured by The Burnham, Flats on Front, Verso Apartments, 2626 South Side Flats and The Parker. The Secured Multifamily Term Loan matures on March 21, 2025, and has two one-year extension options to March 2026 and 2027, subject to certain conditions.
(3)
As of September 30, 2022, borrowings on the Secured Credit Facility are secured by the following properties: 8400 Westphalia Road, 6123-6227 Monroe Court, McLane Distribution Center, 2003 Beaver Road, 187 Bartram Parkway, Briggs & Union and certain properties in the Single Family Rental Portfolio. In October 2022, the maturity date was extended to January 8, 2023, concurrent with the Company executed a term sheet with the lead lender to amend the facility which would extend the maturity date to January 2025.
(4)Borrowings under the Affiliate Line of Credit bear interest at a rate of the lowest then-current interest rate for any similar credit product offered by a third-party lender to the Company or its subsidiaries or, if not available, SOFR plus a 0.10% credit adjustment and a 2.25% margin.
Cash Flows
The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash:
Nine months ended
September 30, 2022September 30, 2021
Net cash provided by operating activities$55,332,548 $6,555,158 
Net cash used in investing activities(781,631,711)(95,748,025)
Net cash provided by financing activities793,472,115 76,904,964 
Net change in cash and cash equivalents and restricted cash$67,172,952 $(12,287,903)

Cash flows provided by operating activities increased $48.8 million for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, due to increased cash flows from the operations of our investments in real estate and income from our investments in real estate-related loans and securities. As of September 30, 2022, we owned 19 consolidated properties, compared to five properties as of September 30, 2021.
Cash flows used in investing activities increased $685.9 million for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to an increase of $470.0 million in our acquisitions of real estate and an increase of $233.7 million in our acquisitions of real estate-related securities, partially offset by $28.8 million of proceeds from the sale of preferred membership interests during the current period.
Cash flows provided by financing activities increased $716.6 million for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to an increase of $325.8 million from borrowings from mortgage loans and credit facilities, net of repayments, and an increase of $415.5 million from the sale of common stock.

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Net Asset Value
We calculate NAV per share in accordance with the valuation guidelines that have been approved by our board of directors. Our total NAV presented in the following tables includes the NAV of our Class S, Class I, Class T, Class D, Class C and Class E shares of common stock, as well as partnership interests in the Operating Partnership held by parties other than the Company. The following table provides a breakdown of the major components of our NAV as of September 30, 2022:
Components of NAVSeptember 30, 2022
Investments in real properties$1,841,811,761 
Investments in real estate-related loans and securities306,304,553 
Investments in unconsolidated entities82,247,709 
Cash and cash equivalents96,156,143 
Restricted cash31,800,423 
Other assets26,239,356 
Debt obligations(1,087,765,252)
Accrued performance fee(11,913,481)
Accrued stockholder servicing fees(1)
(309,491)
Management fee payable(1,228,066)
Dividend payable(4,934,983)
Subscriptions received in advance(22,074,124)
Other liabilities(31,364,757)
Non-controlling interests in joint ventures(22,790,255)
Net asset value$1,202,179,536 
Number of shares/units outstanding86,457,764 
(1)
Stockholder servicing fees only apply to Class S, Class T and Class D shares. For purposes of NAV, we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid. Under GAAP, we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares of our common stock. As of September 30, 2022, we have accrued under GAAP approximately $26.4 million of stockholder servicing fees.
The following table provides a breakdown of our total NAV and NAV per share/unit by class as of September 30, 2022:
NAV Per Share/UnitClass S
Shares		Class I
Shares
Class C Shares(1)
Class E Shares(1)
Class D
Shares		Class T
Shares
Third-party
Operating
Partnership
Units(2)
Total
Net asset value$458,299,315 $575,990,855 $126,239,358 $40,384,377 $243,525 $— $1,022,106 $1,202,179,536 
Number of shares/units outstanding 33,052,037 41,261,903 9,239,563 2,815,377 17,628 — 71,256 86,457,764 
NAV Per Share/Unit as of September 30, 2022
$13.8660 $13.9594 $13.6629 $14.3442 $13.8145 $— $14.3442 
(1)Class C and Class E shares of our common stock are offered to investors pursuant to private offerings.
(2)Includes the partnership interests of the Operating Partnership held by parties other than the Company.
As of September 30, 2022, no Class T shares had been issued.

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Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the September 30, 2022 valuations, based on property types.
Property TypeDiscount RateExit Capitalization Rate
Multifamily6.3%5.0%
Net Lease5.1%4.9%
Office7.8%6.8%
Logistics6.0%5.1%
Single-Family Rental6.3%5.1%

These assumptions are determined by the independent valuation advisor and reviewed by the Adviser. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:
InputHypothetical ChangeMultifamily
Investment
Values		Net Lease Investment
Values		Office
Investment
Values 		Logistics
Investment
Values		Single-Family
Rental
Investment
Values
Discount Rate.25% Decrease1.9%1.8%2.2%1.9%2.0%
(weighted average).25% Increase(1.9)%(2.1)%(2.1)%(2.0)%(2.0)%
Exit Capitalization Rate.25% Decrease3.4%3.1%2.5%3.5%3.0%
(weighted average).25% Increase(3.2)%(3.1)%(2.4)%(3.2)%(3.0)%

The preceding tables do not include recently acquired properties, which are held at cost in accordance with our valuation guidelines, and our unconsolidated interest in Principal Place.

The following table reconciles Stockholders’ Equity per our Consolidated Balance Sheets to our NAV:
Reconciliation of Stockholders’ Equity to NAV
September 30, 2022
Stockholders' equity under U.S. GAAP $917,973,099 
Redeemable non-controlling interest 1,022,106 
Total partners' capital of Operating Partnership under GAAP 918,995,205 
Adjustments:
Accrued stockholder servicing fee 26,050,915 
Deferred rent(3,797,462)
Advanced organizational and offering costs 12,846,621 
Unrealized net real estate appreciation 169,082,145 
Accumulated amortization of discount (176,803)
Accumulated depreciation and amortization79,178,915 
NAV 1,202,179,536 
The following details the adjustments to reconcile stockholders’ equity under GAAP to our NAV:
•Accrued stockholder servicing fee: Accrued stockholder servicing fee represents the accrual for the full cost of the stockholder servicing fee for Class S and Class D shares. Under GAAP we accrued the full cost of the stockholder servicing fee payable over the life of each share (assuming such share remains outstanding the length of time required to pay the maximum stockholder servicing fee) as an offering cost at the time we sold such share. For purposes of calculating NAV, we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid.
•Deferred rent: Deferred rent represents straight line rental revenue recorded under GAAP. For purposes of calculating NAV, deferred rental revenues are excluded.
•Organization and offering costs: The Adviser, and previously the Oaktree Adviser, agreed to advance organization and offering expenses on our behalf (other than upfront selling commissions, dealer manager fees and stockholder servicing fees) through July 5, 2023, subject to the following reimbursement terms: (1) the Company has been and will
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continue reimbursing the Adviser for all such advanced expenses paid through July 5, 2022 ratably over the 60 months following July 6, 2022; and (2) the Company will reimburse the Adviser for all such advanced expenses paid from July 6, 2022 through July 5, 2023 ratably over the 60 months following July 6, 2023 As part of the Adviser Transition, the Adviser acquired the Oaktree Adviser’s receivable related to the organization and offering expenses previously incurred by the Oaktree Adviser. We have been and will continue reimbursing the Adviser for the Oaktree Adviser’s receivables ratably over the 60 months following July 6, 2022. Under GAAP, organization costs are expensed as incurred and offering costs are charged to equity as such amounts are incurred. Organization and offering expenses that have been advanced by the Adviser are excluded for the purposes of calculating NAV and will be recognized as a reduction to NAV as they are reimbursed to the Adviser.
•Unrealized net real estate appreciation: Our investments in real estate are presented under historical cost in our GAAP Consolidated Financial Statements. Additionally, our mortgage loans, term loans, credit facilities, and repurchase agreements (“Debt”) are presented at their carrying value in our Consolidated Financial Statements. As such, any increases or decreases in the fair market value of our investments in real estate or our Debt are not recorded in our GAAP results. For purposes of determining our NAV, our investments in real estate and our Debt are recorded at fair value.
•Accumulated amortization of discount: We amortize the discount on our loan investments over the term period in accordance with GAAP. Such amortization is excluded for purposes of determining our NAV.
•Accumulated depreciation and amortization: We depreciate our investments in real estate and amortize certain other assets and liabilities in accordance with GAAP. Such depreciation and amortization is excluded for purposes of determining our NAV.

Funds from Operations, Adjusted Funds from Operations and Funds Available for Distribution
We believe funds from operations (“FFO”) is a meaningful non-GAAP supplemental measure of our operating results. Our Consolidated Financial Statements are presented under historical cost accounting which, among other things, requires depreciation of real estate investments to be calculated on a straight-line basis. As a result, our operating results imply that the value of our real estate investments will decrease evenly over a set time period. However, we believe that the value of real estate investments will fluctuate over time based on market conditions and as such, depreciation under historical cost accounting may be less informative. FFO is a standard REIT industry metric defined by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO, as defined by NAREIT and presented below, is calculated as net income or loss (computed in accordance with GAAP), excluding (i) gains or losses from sales of depreciable real property, (ii) impairment write-downs on depreciable real property, plus (iii) real estate-related depreciation and amortization, and (iv) after adjustments for our share of consolidated and unconsolidated joint ventures.
We also believe that adjusted FFO (“AFFO”) is a meaningful non-GAAP supplemental disclosure of our operating results. AFFO further adjusts FFO in order for our operating results to reflect the specific characteristics of our business by adjusting for items we believe are not related to our operations. Our adjustments to FFO to arrive at AFFO include removing the impact of (i) straight-line rental income, (ii) amortization of above- and below-market lease intangibles, (iii) amortization of mortgage premium/discount, (iv) organization costs, (v) amortization of restricted stock awards, (vi) unrealized gains and losses from changes in fair value of real estate-related loans and securities, (vii) non-cash performance fee or other non-cash incentive compensation, and (viii) similar adjustments for unconsolidated joint ventures.
We also believe funds available for distribution (“FAD”) is an additional meaningful non-GAAP supplemental disclosure that provides useful information for considering our operating results and certain other items relative to the amount of our distributions by removing the impact of certain non-cash items on our distributions. FAD is calculated as AFFO excluding (i) management fees paid in shares or operating partnership units even if repurchased by us, and including deductions for (ii) stockholder servicing fees paid during the period, and (iii) similar adjustments for unconsolidated joint ventures. FAD is not indicative of cash available to fund our cash needs and does not represent cash flows from operating activities in accordance with GAAP, as it excludes adjustments for working capital items and actual cash receipts from interest income recognized on real estate related securities. Cash flows from operating activities in accordance with GAAP would generally be adjusted for such items. Furthermore, FAD is adjusted for stockholder servicing fees and recurring tenant improvements, leasing commissions, and other capital expenditures, which are not considered when determining cash flows from operating activities in accordance with GAAP.
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The following table presents a reconciliation of FFO, AFFO and FAD to net loss attributable to our stockholders:  
For the nine months ended September 30, 2022
For the nine months ended September 30, 2021
Net loss attributable to stockholders and redeemable non-controlling interests$(29,658,713)$(6,291,197)
Adjustments to arrive at FFO:
Depreciation and amortization42,315,873 11,462,760 
Amount attributed to non-controlling interests of third party joint ventures for above adjustments(571,689)(853,350)
FFO attributable to stockholders and redeemable non-controlling interests$12,085,471 $4,318,213 
Adjustments to arrive at AFFO:
Straight-line rental income(1,544,763)(195,368)
Amortization of above and below market leases and lease inducements(810,186)171,522 
Amortization of deferred financing costs2,017,364 — 
Amortization of mortgage premium/discount(63,896)(63,896)
Amortization of restricted stock awards241,875 52,950 
Unrealized loss (gain) on investments(1)
8,366,728 (226,426)
Non-cash performance fee and performance participation allocation11,913,482 4,947,892 
Amount attributed to non-controlling interests of third party joint ventures for above adjustments(16,245)5,833 
AFFO attributable to stockholders and redeemable non-controlling interests32,189,830 9,010,720 
Adjustments to arrive at FAD:
Realized (loss) gain on real estate investments, net(638,794)(1,277,640)
Non-cash management fee6,776,480 1,766,928 
Stockholder servicing fees(2,269,521)(1,075,763)
FAD attributable to stockholders and redeemable non-controlling interests$36,057,995 $8,424,245 
(1)
Unrealized loss (gain) on investments relates to mark-to-market changes on our investments in real estate-related securities, derivative contracts, and unconsolidated joint venture reported at fair value. Unrealized (gain) loss on investments includes $3,161,474 of net operating income less interest expense attributable to our share in the unconsolidated joint venture reported at fair value.
FFO, AFFO, and FAD should not be considered to be more relevant or accurate than the GAAP methodology in calculating net income (loss) or in evaluating our operating performance. In addition, FFO, AFFO, and FAD should not be considered as alternatives to net income (loss) as indications of our performance or as alternatives to cash flows from operating activities as indications of our liquidity, but rather should be reviewed in conjunction with these and other GAAP measurements. Further, FFO, AFFO, and FAD are not intended to be used as liquidity measures indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders.

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Distributions
The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to its stockholders each year to comply with the REIT provisions of the Code.
Each class of the Company’s common stock receives the same aggregate gross distribution per share. The net distribution varies for each class based on the applicable stockholder servicing fees, management fees and performance fees, which are deducted from the monthly distribution per share.
The following table details the net distribution for each of our share classes for the nine months ended September 30, 2022:  
Declaration DateClass S SharesClass I SharesClass C SharesClass E SharesClass T SharesClass D Shares
January 28, 2022$0.0459 $0.0546 $0.0547 $0.0676 $— $— 
March 1, 20220.0473 0.0552 0.0553 0.0683 — — 
March 30, 20220.0478 0.0568 0.0569 0.0703 — — 
April 28, 20220.0488 0.0575 0.0577 0.0712 — — 
May 27, 20220.0505 0.0599 0.0601 0.0742 — — 
June 29, 20220.0505 0.0598 0.0601 0.0742 — 0.0570 
July 28, 20220.0503 0.0598 0.0601 0.0742 — 0.0570 
August 30, 20220.0503 0.0598 0.0601 0.0743 — 0.0570 
September 29, 20220.0506 0.0598 0.0601 0.0743 — 0.0572 
Total$0.4420 $0.5232 $0.5251 $0.6486 $— $0.2282 
On June 1, 2022, the Company issued its first Class D shares of common stock. As of September 30, 2022, no Class T shares had been issued.

The following tables summarize our distributions declared during the three and nine months ended September 30, 2022 and 2021:
Three Months Ended
September 30, 2022
Three Months Ended
September 30, 2021
AmountPercentageAmountPercentage
Distributions
Payable in cash$5,604,827 40 %$1,099,716 43 %
Reinvested in shares8,428,057 60 %1,459,726 57 %
Total distributions$14,032,884 100 %$2,559,442 100 %
Sources of Distributions
Cash flows from operating activities from current period$14,032,884 100 %$2,559,442 100 %
Total sources of distributions$14,032,884 100 %$2,559,442 100 %
Cash flows from operating activities$21,097,211 $3,954,502 
Funds from Operations(1)
$(1,798,508)$(676,272)
Adjusted Funds from Operations(1)
$9,500,859 $3,079,231 
Funds Available for Distribution(1)
$12,106,859 $3,006,649 
(1)
See “Funds from Operations, Adjusted Funds from Operations and Funds Available for Distribution” above for descriptions of Funds from Operations (FFO), Adjusted Funds from Operations (AFFO), and Funds Available for Distribution (FAD), for reconciliations of these metrics to GAAP Net loss attributable to stockholders and redeemable non-controlling interests, and for considerations on how to review these metrics.
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Nine Months Ended
September 30, 2022
Nine Months Ended
September 30, 2021
AmountPercentageAmountPercentage
Distributions
Payable in cash$12,928,753 47 %$3,805,587 51 %
Reinvested in shares14,387,386 53 %3,625,559 49 %
Total distributions$27,316,139 100 %$7,431,146 100 %
Sources of Distributions
Cash flows from operating activities from current period$27,316,139 100 %$6,555,158 88 %
Cash flows from investment gains— — %875,988 12 %
Total sources of distributions$27,316,139 100 %$7,431,146 100 %
Cash flows from operating activities$55,332,548 $6,555,158 
Funds from Operations(1)
$12,085,471 $4,318,213 
Adjusted Funds from Operations(1)
$32,189,830 $9,010,720 
Funds Available for Distribution(1)
$36,057,995 $8,424,245 

(1)
See “Funds from Operations, Adjusted Funds from Operations and Funds Available for Distribution” above for descriptions of Funds from Operations (FFO), Adjusted Funds from Operations (AFFO), and Funds Available for Distribution (FAD), for reconciliations of these metrics to GAAP Net loss attributable to stockholders and redeemable non-controlling interests, and for considerations on how to review these metrics.

Distribution Policy
We intend to distribute sufficient income so that we satisfy the requirements for qualification as a REIT. In order to qualify as a REIT, we are required to distribute 90% of our annual REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gains, to our stockholders. Generally, income distributed to stockholders will not be taxable to us under the Code if we distribute at least 90% of our REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gains.
Distribution Reinvestment Plan
We have adopted a distribution reinvestment plan whereby stockholders (other than Alabama, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Texas, Vermont and Washington investors) will have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. Alabama, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Texas, Vermont and Washington investors will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional shares of our common stock. The per share purchase price for shares purchased pursuant to the distribution reinvestment plan will be equal to the offering price before upfront selling commissions and dealer manager fees (the “transaction price”) at the time the distribution is payable, which will generally be equal to our prior month’s NAV per share for that share class. Stockholders will not pay upfront selling commissions or dealer manager fees when purchasing shares pursuant to the distribution reinvestment plan. The stockholder servicing fees with respect to shares of our Class T shares, Class S shares and Class D shares are calculated based on the NAV for those shares and may reduce the NAV or, alternatively, the distributions payable with respect to shares of each such class, including shares issued in respect of distributions on such shares under the distribution reinvestment plan.
Critical Accounting Estimates
The preparation of these financial statements in accordance with GAAP involve significant judgement and assumptions and require estimates about matters that are inherently uncertain. These judgments will affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. The following is a summary of our significant accounting policies that we believe are the most affected by our judgements, estimates, and assumptions.
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Please refer to Note 2 “Summary of Significant Accounting Policies” to our financial statements in this quarterly report on Form 10-Q for a summary of our critical accounting policies.
Principles of Consolidation and Variable Interest Entities
We consolidate entities in which we retain a controlling financial interest or entities that meet the definition of a variable interest entity (“VIE”) for which we are deemed to be the primary beneficiary. In performing our analysis of whether we are the primary beneficiary, at initial investment and at each quarterly reporting period, we consider whether we individually have the power to direct the activities of the VIE that most significantly affect the entity’s economic performance and also have the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The determination of whether an entity is a VIE, and whether we are the primary beneficiary, involves significant judgments, including the determination of which activities most significantly affect the entity’s performance, estimates about the current and future fair values and performance of assets held by the entity and/or general market conditions.
Investments in Real Estate
In accordance with the guidance for business combinations, the Company determines whether the acquisition of a property qualifies as a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the property acquired is not a business, the Company accounts for the transaction as an asset acquisition. We evaluate each real estate acquisition to determine whether the integrated set of acquired assets and activities meets the definition of a business.
Upon acquisition of a property, we assess the fair value of the acquired tangible and intangible assets (including land, buildings, tenant improvements, “above-market” and “below-market” leases, acquired in-place leases, other identified intangible assets and assumed liabilities) and we allocate the purchase price to the acquired assets and assumed liabilities. The most significant portion of the allocation is to building and land and requires the use of market based estimates and assumptions. The company assesses and considers fair value based on estimated cash flow projections that utilize discount and/or capitalization rates that it deems appropriate, as well as other available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends and market and economic conditions.
We also consider an allocation of the purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including (but not limited to) the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease renewals. For acquired in-place leases, above- and below-market lease values are recorded at their fair values (using a discount rate that reflects the risks associated with the lease acquired) equal to the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market value lease rates for the corresponding in-place leases, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. Other intangible assets acquired include amounts for in-place lease values that are based on our evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include estimates of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, we consider leasing commissions, legal and other related expenses.
Impairment of Long-Lived Assets
We review our real estate portfolio each quarter or when there is an event or change in circumstances to determine if there are any indicators of impairment in the carrying values of any of our real estate assets. If the carrying amount of the real estate asset is no longer recoverable and exceeds the fair value of such investment, an impairment loss is recognized. The impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. The evaluation of anticipated future cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Since cash flows on real estate properties considered to be “long-lived assets to be held and used” are considered on an undiscounted basis to determine whether an asset has been impaired, our strategy of holding properties over the long term directly decreases the likelihood of recording an impairment loss. If our strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized, and such loss could be material to our results. If we determine that an impairment has occurred, the affected assets must be reduced to their fair value.
Off-Balance Sheet Arrangements
We currently have no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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Recent Accounting Pronouncements
See Note 2 “Summary of Significant Accounting Policies” to our financial statements in this Quarterly Report on Form 10-Q for a discussion concerning recent accounting pronouncements.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We may be exposed to interest rate changes primarily as a result of long-term debt used to maintain liquidity, fund capital expenditures and expand our investment portfolio and operations. Market fluctuations in real estate financing may affect the availability and cost of funds needed to expand our investment portfolio. In addition, restrictions upon the availability of real estate financing or high interest rates for real estate loans could adversely affect our ability to dispose of real estate in the future. We seek to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. We may use derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our assets. Also, we are exposed to credit, market and currency risk.
Market Risk
Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. With regard to variable rate financing, we assess our interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We maintain risk management control systems to monitor interest rate cash flow risk attributable to both our outstanding and forecasted debt obligations as well as our potential offsetting hedge positions. While this hedging strategy is designed to minimize the impact on our net income and funds from operations from changes in interest rates, the overall returns on your investment may be reduced.
Interest Rate Risk
We are exposed to interest rate risk with respect to our variable-rate indebtedness, where an increase in interest rates would directly result in higher interest expense costs. We seek to manage our exposure to interest rate risk by utilizing a mix of fixed and floating rate financings with staggered maturities and through interest rate protection agreements to fix or cap a portion of our variable rate debt. As of September 30, 2022, the outstanding principal balance of our variable rate indebtedness was $851.1 million and consisted of mortgage loans, our Secured Credit Facility and our Affiliate Line of Credit.
Certain of our mortgage loans and other indebtedness are variable rate and are indexed to the U.S. Dollar denominated LIBOR and the U.S. Dollar denominated SOFR (collectively, the “Reference Rates”). For the nine months ended September 30, 2022, a 10% increase in the Reference Rates would have resulted in increased interest expense of $0.8 million.
Investments in Real Estate-Related Loans and Securities
As of September 30, 2022, we held $306.1 million of investments in four real estate-related loans and 70 real estate-related securities. Certain of our investments are variable rate and are indexed to the Reference Rates and as such, exposed to interest rate risk. Our net income will increase or decrease depending on interest rate movements. While we cannot predict factors which may or may not affect interest rates, for the nine months ended September 30, 2022, a 10% increase or decrease in the Reference Rates would have resulted in an increase or decrease to income from our real estate-related loans and securities of $0.2 million.
We may also be exposed to market risk with respect to our investments in real estate-related securities due to changes in the fair value of our investments. We seek to manage our exposure market risk with respect to our investments in real estate-related securities by making investments in securities backed by different types of collateral and varying credit ratings. The fair value of our investments may fluctuate, thus the amount we will realize upon any sale of our investments is unknown. As of September 30, 2022, the fair value at which we may sell our investments in real estate-related securities is not known, but a 10% change in the fair value of our investments in real estate-related securities may result in an unrealized gain or loss of $30.6 million.
Currency Risk
We may be exposed to currency risks related to our non-U.S. investments that are denominated in currencies other than the U.S. Dollar (“USD”). We may seek to manage or mitigate our risk to the exposure of the effects of currency changes through the use of a wide variety of derivative financial instruments. As of September 30, 2022, we have one foreign exchange derivative with a notional hedged amount of £73.3 million GBP.
Credit Risk
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Credit risk includes the failure of the counterparty to perform under the terms of a derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us. If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk. We seek to minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties.
LIBOR Transition
The Financial Conduct Authority (the “FCA”) in the United Kingdom ceased compelling banks to submit rates for the calculation of LIBOR in 2021. In response, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee which identified the SOFR as its preferred alternative to LIBOR in derivatives and other financial contracts. In November 2020, the ICE Benchmark Administration Limited, the benchmark administrator for USD LIBOR rates, proposed extending the publication of certain commonly used USD LIBOR settings until June 30, 2023 and the FCA issued a statement supporting such proposal. It is not possible to predict the effect of these changes, including when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets.

ITEM 4.    CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
An evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this quarterly report on Form 10-Q was made under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based upon this evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (a) were effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) included, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Controls over Financial Reporting
There have been no changes in our “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this quarterly report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.    OTHER INFORMATION


ITEM 1.    LEGAL PROCEEDINGS
From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of September 30, 2022, the Company was not subject to any material litigation nor was the Company aware of any material litigation threatened against it.
 
ITEM 1A.    RISK FACTORS
There have been no material changes to the risk factors previously disclosed under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021.

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ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities
During the three months ended September 30, 2022, we sold equity securities that were not registered under the Securities Act. As described in Note 10 to our Consolidated Financial Statements, the Adviser is entitled to an annual management fee payable monthly in cash or shares of common stock, in each case at the Adviser’s election. For each of the three months ended September 30, 2022, the Adviser elected to receive its management fees in Class I shares and we issued 236,018 unregistered Class I shares to the Adviser in satisfaction of the management fees for June 2022 through August 2022. Additionally, we issued 88,034 unregistered Class I shares to the Adviser in October 2022 in satisfaction of the September 2022 management fee. These shares were issued at the applicable NAV per share at the end of each month for which the fee was earned. Each issuance to the Adviser was made pursuant to Section 4(a)(2) of the Securities Act.
We have also sold Class I and Class C shares in private offerings to feeder vehicles that offer interests in such feeder vehicles to non-U.S. persons. The offer and sale of Class I and Class C shares to the feeder vehicles was exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) and Regulation S thereunder. For the three months ended September 30, 2022, we received $83.4 million from the sale of 6,013,029 unregistered Class I shares and $30.5 million from the sale of 2,246,638 unregistered Class C shares.
We have also sold Class E shares to Brookfield and certain of its affiliates in one or more private offerings. The offer and sale of Class E shares was exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2). For the three months ended September 30, 2022, we received $0.3 million from the sale of 17,542 unregistered Class E shares to affiliates of Brookfield.
Share Repurchases 
Under our share repurchase plan, to the extent we choose to repurchase shares in any particular month, we will only repurchase shares as of the opening of the last calendar day of that month (each such date, a “Repurchase Date”). Repurchases will be made at the transaction price in effect on the Repurchase Date (which will generally be equal to our prior month’s NAV per share), except that shares that have not been outstanding for at least one year will be repurchased at 98% of the transaction price (an “Early Repurchase Deduction”) subject to certain limited exceptions. Settlements of share repurchases will be made within three business days of the Repurchase Date. The Early Repurchase Deduction will not apply to shares acquired through our distribution reinvestment plan, to shares the Adviser elects to receive instead of cash in respect of its management fee, or to shares issued to an affiliate of Brookfield in exchange for Class E units of the Operating Partnership that were issued to such entity in connection with its contribution of certain assets to the Operating Partnership in connection with the Adviser Transition. In addition, shares of our common stock are sold to certain feeder vehicles primarily created to hold our shares that in turn offer interests in such feeder vehicles to non-U.S. persons. For such feeder vehicles and similar arrangements in certain markets, we may not apply the Early Repurchase Deduction to the feeder vehicles or underlying investors, often because of administrative or systems limitations.
The total amount of aggregate repurchases of Class S, Class I, Class T, Class D, Class C, and Class E shares is limited to no more than 2% of our aggregate NAV per month and no more than 5% of our aggregate NAV per calendar quarter.
Should repurchase requests, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the company as a whole, or should we otherwise determine that investing our liquid assets in real estate properties or other illiquid investments rather than repurchasing our shares is in the best interests of the Company as a whole, then we may choose to repurchase fewer shares than have been requested to be repurchased, or none at all. Further, our board of directors may modify or suspend our share repurchase plan if it deems such action to be in our best interest and the best interest of our stockholders. In the event that we determine to repurchase some but not all of the shares submitted for repurchase during any month, shares repurchased at the end of the month will be repurchased on a pro rata basis.
If the transaction price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no repurchase requests will be accepted for such month and stockholders who wish to have their shares repurchased the following month must resubmit their repurchase requests.
We and the Operating Partnership have also entered into a repurchase arrangement with the Brookfield Investor (the “Brookfield Repurchase Arrangement”) pursuant to which we and the Operating Partnership will offer to repurchase shares of common stock or Operating Partnership units from the Brookfield Investor at a price per share or unit equal to the most recently determined NAV per share or unit immediately prior to each repurchase. The Brookfield Investor has agreed to not seek repurchase of the shares of common stock and Operating Partnership units that it owns if doing so would bring the value of its equity holdings in us and the Operating Partnership below $50 million. In addition, the Brookfield Investor has agreed to hold all of the shares of common stock and Operating Partnership units that it receives in consideration for the contribution of the Brookfield Portfolio until the earlier of (i) the first date that our NAV reaches $1.5 billion and (ii) the date that is the third
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anniversary of the date of the prospectus for the Follow-On Public Offering. Following such date, the Brookfield Investor may cause us to repurchase its shares and Operating Partnership units (above the $50 million minimum), in an amount equal to the sum of (a) the amount available under our share repurchase plan’s 2% monthly and 5% quarterly caps (after accounting for third-party investor repurchases) and (b) 25% of the amount by which net proceeds from the Follow-On Public Offering and our private offerings of common stock for a given month exceed the amount of repurchases for such month pursuant to our share repurchase plan. We will not effect any such repurchase during any month in which the full amount of all shares requested to be repurchased by third-party investors under our share repurchase plan is not repurchased. For the three months ended September 30, 2022, the Company and the Operating Partnership did not repurchase any shares or Operating Partnership units as part of the Brookfield Repurchase Arrangement.
On November 30, 2021, the Operating Partnership and the Brookfield Investor entered into a subscription agreement (the “Brookfield Subscription Agreement”) pursuant to which the Brookfield Investor agreed to purchase up to $83 million of Class E OP Units upon the request of the general partner of the Operating Partnership, of which the Company is the sole member. On December 1, 2021, the Brookfield Investor was issued 3,756,480 Class E OP Units in exchange for $45 million. On January 3, 2022, the Brookfield Investor was issued 3,075,006 Class E OP Units in exchange for $38 million. On June 29, 2022, the Company, the Operating Partnership and the Brookfield Investor entered into an agreement pursuant to which all such Class E OP Units issued to the Brookfield Investor in connection with the Brookfield Subscription Agreement were converted to Class I shares of the Company’s common stock at the then-applicable conversion factor per unit based on the most recently determined NAV of Class E OP Units and Class I shares. The Class I shares held by the Brookfield Investor in connection with the Brookfield Subscription Agreement are not subject to the Brookfield Repurchase Arrangement, but may be redeemed, in whole or in part, for cash upon the request of the Brookfield Investor.
During the three months ended September 30, 2022, we repurchased shares of our common stock in the following amounts, which represented all of the share repurchase requests received for the same period.
Month of:Total Number of Shares RepurchasedRepurchases as a Percentage of Shares OutstandingAverage Price Paid Per Share Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Programs(1)
July 2022713,568 0.91 %$13.7631 713,568 — 
August 2022(2)
446,799 0.54 %$14.0634 446,799 — 
September 2022450,476 0.52 %$13.8940 450,476 — 
Total1,610,843 1,610,843 
(1)
Repurchases are limited as described above.
(2)
Includes 73,289 Class I shares and 221,407 Class E shares previously issued to the Adviser as payment for management fees.

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ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4.    MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5.    OTHER INFORMATION

Amended and Restated Bylaws
On November 10, 2022, the Company amended and restated its bylaws, effective as of November 10, 2022 (as amended and restated, the “Bylaws”), to address recently adopted amendments to Rule 14a-19 under the Exchange Act by clarifying that no person may solicit proxies in support of a director nominee unless such person has complied with Rule 14a-19, and that any person soliciting proxies in support of a director nominee must comply with the requirements to provide notices required under Rule 14a-19 in a timely manner and deliver reasonable evidence that the Rule 14a-19 requirements have been met and to amend certain other provisions of the Bylaws. The foregoing description of the Bylaws is qualified in its entirety by the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Amendment to Affiliate Line of Credit
On November 10, 2022, the Company amended the Affiliate Line of Credit, effective as of November 2, 2022, pursuant to which (a) the lender party to the Affiliate Line of Credit was replaced with a different affiliate of Brookfield; (b) the maturity date of the Line of Credit was extended to November 2, 2023; and (c) the interest rate was converted from LIBOR plus 2.25% to SOFR plus 2.35%. A copy of this First Amendment to the Affiliate Line of Credit is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

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ITEM 6.    EXHIBITS
Exhibit Number
Description
  
  
  
  
101.INS  Inline XBRL Instance Document
101.SCH  Inline XBRL Taxonomy Extension Schema Document
101.SCH  Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB  Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE  Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF  Inline XBRL Taxonomy Extension Definition Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act or the Exchange Act.
*Filed herewith.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  Brookfield Real Estate Income Trust Inc.
November 14, 2022  /s/ Zachary B. Vaughan
Date  Zachary B. Vaughan
  Chief Executive Officer
  (Principal Executive Officer)
November 14, 2022  /s/ Dana E. Petitto
Date  Dana E. Petitto
  Chief Financial Officer
  (Principal Financial Officer)
November 14, 2022/s/ Theodore C. Hanno
DateTheodore C. Hanno
Chief Accounting Officer
(Principal Accounting Officer)

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Exhibit 3.1
BROOKFIELD REAL ESTATE INCOME TRUST INC.
AMENDED AND RESTATED BYLAWS
Effective November 10, 2022
ARTICLE I
OFFICES
Section 1.PRINCIPAL OFFICE. The principal office of Brookfield Real Estate Income Trust Inc. (the “Corporation”) in the State of Maryland shall be located at such place as the board of directors (the “Board”) of the Corporation may designate.
Section 2.ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board may from time to time determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1.PLACE. All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set in accordance with these Bylaws and stated in the notice of the meeting.
Section 2.ANNUAL MEETING. An annual meeting of the stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held on a date and at a time and place set by the Board each year, provided that the date of such meeting will be at least 30 days after delivery of the Corporation’s annual report to stockholders.
Section 3.SPECIAL MEETINGS. The president, the chief executive officer, the chairman of the board, a majority of the Board or a majority of the Independent Directors (as defined in the charter of the Corporation (the “Charter”)) may call a special meeting of the stockholders. Any such special meeting of stockholders shall be held on the date and at the time and place set by the president, the chief executive officer, the chairman of the board, the Board or the Independent Directors, whoever has called the meeting. A special meeting of stockholders shall also be called by the secretary of the Corporation to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast not less than ten percent of all the votes entitled to be cast on such matter at such meeting. The written request must state the purpose of such meeting and the matters proposed to be acted on at such meeting. Within ten days after receipt of such written request, either in person or by mail, the secretary of the Corporation shall provide all stockholders with written notice, either in person or by mail, of such meeting and the purpose of such meeting. Notwithstanding anything to the contrary herein, such meeting shall be held not less than 15 days nor more than 60 days after the secretary’s delivery of such notice. Subject to the foregoing sentence, such meeting shall be held at the time and place specified in the stockholder request; provided, however, that if none is so specified, such meeting shall be held at a time and place convenient to the stockholders.
Section 4.NOTICE. Except as provided otherwise in Section 3 of this Article II, not less than ten nor more than 90 days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business, by electronic transmission, or by any other means permitted by Maryland law.
If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder


by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless such stockholder objects in writing to receiving such single notice or revokes in writing a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II, or the validity of any proceedings at any such meeting.
Subject to Section 11(a) of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice. The Corporation may postpone or cancel a meeting of stockholders by making a public announcement (as defined in Section 11(c)(3) of this Article II) of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten days prior to such date and otherwise in the manner set forth in this Section 4.
Section 5.ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board to be chairman of the meeting or, in the absence of such appointment or appointed individual, by the chairman of the board or, in the case of a vacancy in the office or absence of the chairman of the board, by one of the following officers present at the meeting in the following order: the vice chairman of the board, if there is one, the chief executive officer, the president, the vice presidents in their order of rank, and within each rank, in their order of seniority, the secretary or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The secretary, or, in the secretary’s absence, an assistant secretary, or in the absence of both the secretary and assistant secretaries, an individual appointed by the Board or, in the absence of such appointment, an individual appointed by the chairman of the meeting, shall act as secretary. In the event that the secretary presides at a meeting of stockholders, an assistant secretary, or in the absence of all assistant secretaries, an individual appointed by the Board or the chairman of the meeting shall record the minutes of the meeting. Even if present at the meeting, the individual holding the office named herein may delegate to another individual the power to act as chairman or secretary of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies and such other individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies and such other individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments; (e) determining when and for how long the polls should be opened and when the polls should be closed; (f) maintaining order and security at the meeting; (g) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (h) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
Section 6.QUORUM. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast at least 50% of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the Charter for the vote necessary for the approval of any matter. If such quorum is not established at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting with no appointed date for resumption or from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
The stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would be required to establish a quorum.
Section 7.VOTING. The holders of a majority of the shares of stock of the Corporation entitled to vote who are present in person or by proxy at an annual meeting at which a quorum is present may, without the necessity for concurrence by the Board, vote to elect a director. Each share entitles the holder thereof to vote for as many individuals as there are directors to be elected and for whose election the holder is entitled to vote. A majority of the
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votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Charter. Unless otherwise provided by statute or by the Charter, each outstanding share of stock, regardless of class, entitles the holder thereof to cast one vote on each matter submitted to a vote at a meeting of stockholders. Voting on any question or in any election may be oral rather than written unless the chairman of the meeting shall order that voting be by ballot or otherwise.
Section 8.PROXIES. A holder of record of shares of stock of the Corporation may cast votes in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Corporation before or at the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy.
Section 9.VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, partnership, trust, joint venture, limited liability company or other entity, if entitled to be voted, may be voted by the president or a vice president, general partner, trustee or managing member thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any trustee or other fiduciary may vote stock registered in the name of such person in the capacity of trustee or fiduciary, either in person or by proxy.
Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.
The Board may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board considers necessary or desirable. On receipt by the Corporation of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.
Section 10.INSPECTORS. The Board or the chairman of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the inspector. The inspectors, if any, shall (a) determine the number of shares of stock represented at the meeting, in person or by proxy, and the validity and effect of proxies, (b) receive and tabulate all votes, ballots or consents, (c) report such tabulation to the chairman of the meeting, (d) hear and determine all challenges and questions arising in connection with the right to vote, and (e) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.
Section 11. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.
(a)Annual Meetings of Stockholders.
(i)Nominations of individuals for election to the Board and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board or (iii) by any stockholder of the Corporation who was a stockholder of record both at the time of giving of notice by the stockholder as provided for in this Section 11(a) and at the time of the annual meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with this Section 11(a).
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(ii)For any nomination or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of Section 11(a)(1), the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and, in the case of such other business, such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required under this Section 11 and shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.
(iii)Such stockholder’s notice shall set forth:
(1)as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each a “Proposed Nominee”), all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder (including the Proposed Nominee’s written consent to being named in the proxy statement as a nominee);
(2)as to any other business that the stockholder proposes to bring before the meeting, a description of such business, the stockholder’s reasons for proposing such business at the meeting and any material interest in such business of such stockholder or any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom;
(3)as to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person,
(a)the class, series and number of all shares of stock or other securities of the Corporation (collectively, the “Company Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person;
(b)the date on which each such Company Security was acquired and the investment intent of such acquisition; and
(c)the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated Person;
(4)as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section 11(a) and any Proposed Nominee
(a)the name and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and business address, if different, of each such Stockholder Associated Person and any Proposed Nominee; and
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(b)the investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person;
(5)to the extent known by the stockholder giving the notice, the name and address of any person who contacted or was contacted by the stockholder giving the notice or any Stockholder Associated Person in support of the Proposed Nominee or other business proposal;
(6)to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the Proposed Nominee or the proposal of other business on the date of such stockholder’s notice; and
(7)a representation whether the stockholder or a Stockholder Associated Person intends or is part of a group that intends (x) to deliver a proxy statement or form of proxy to the Corporation’s stockholders or (y) otherwise to solicit proxies or votes from stockholders in support of such proposal or nomination.
(iv)Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a written undertaking executed by the Proposed Nominee (i) certifying (a) that such Proposed Nominee is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation in connection with service or action as a director that has not been disclosed to the Corporation, (b) that such Proposed Nominee will serve as a director of the Corporation if elected and (c) whether such Proposed Nominee, if elected, would be an Independent Director; and (ii) attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request, to the stockholder providing the notice and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities exchange on which any securities of the Corporation are listed or over-the-counter market on which any securities of the Corporation are traded).
(v)In addition to the requirements of this Section 11(a) with respect to any nomination proposed to be made at a meeting, each stockholder providing notice as to nominations pursuant to this Section 11(a) shall comply with all applicable requirements of the Exchange Act with respect to any such nominations. Notwithstanding the foregoing provisions of this Section 11(a), unless otherwise required by law, (i) no such stockholder shall solicit proxies in support of a Proposed Nominee unless such stockholder has compiled with Rule 14a-19 promulgated under the Exchange Act in connection with the solicitation of such proxies, including the provision to the Corporation of notices required thereunder in a timely manner and (ii) if such stockholder (A) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act and (B) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange Act, including the provision to the Corporation of notices required thereunder in a timely manner, then the Corporation shall disregard any proxies or votes solicited for such Proposed Nominee. Upon request by the Corporation, if any such stockholder provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such stockholder shall deliver to the Corporation, no later than five (5) business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.
(vi)Notwithstanding anything in this subsection (a) of this Section 11 to the contrary, in the event that the number of directors to be elected to the Board is increased, and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting, a stockholder’s notice required by this Section 11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be
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delivered to the secretary at the principal executive office of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement is first made by the Corporation.
(vii)For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i) any person acting in concert with such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such stockholder or such Stockholder Associated Person.
(b)Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting and, except as contemplated by and in accordance with the next two sentences of this Section 11(b), no stockholder may nominate an individual for election to the Board. Nominations of individuals for election to the Board may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board or (ii) provided that the special meeting has been called in accordance with Section 3 of this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record at the record date set by the Board for the purpose of determining stockholders entitled to vote at the special meeting, at the time of giving of notice provided for in this Section 11 and at the time of the special meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3), (4) and (5) of this Section 11, is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.
(c)General.
(i)If information submitted pursuant to this Section 11 by any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with this Section 11. Any such stockholder shall notify the Corporation of any inaccuracy or change (within two business days of becoming aware of such inaccuracy or change) in any such information. Upon written request by the secretary or the Board or any committee thereof, any such stockholder shall provide, within five business days of delivery of such request (or such other period as may be specified in such request), (i) written verification, satisfactory, in the discretion of the Board or such committee thereof or any authorized officer of the Corporation, to demonstrate the accuracy of any information (including, if requested by the Corporation, written confirmation by such stockholder that it continues to intend to bring such nomination or other business proposal before the meeting) submitted by the stockholder pursuant to this Section 11 and (ii) a written update of any information submitted by the stockholder pursuant to this Section 11 as of an earlier date. If a stockholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 11.
(ii)Only such individuals who are nominated in accordance with this Section 11 shall be eligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 11. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 11.
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(iii)For purposes of this Section 11, “the date of the proxy statement” shall have the same meaning as “the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the Securities and Exchange Commission from time to time. “Public announcement” shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (ii) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act.
(iv)Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 11. Nothing in this Section 11 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, or the right of the Corporation to omit a proposal from, the Corporation’s proxy statement filed by the Corporation with the Securities and Exchange Commission pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in this Section 11 shall require disclosure of revocable proxies received by the stockholder or Stockholder Associated Person pursuant to a solicitation of proxies after the filing of an effective Schedule 14A by such stockholder or Stockholder Associated Person under Section 14(a) of the Exchange Act.
(v)Notwithstanding anything in these Bylaws to the contrary, except as otherwise determined by the chairperson of the meeting, if the stockholder giving notice as provided for in this Section 11 does not appear in person or by proxy at such annual or special meeting to present each nominee for election as a director or the proposed business, as applicable, such matter shall not be considered at the meeting.
Section 12.TELEPHONE AND REMOTE COMMUNICATION MEETINGS. The Board or chairperson of the meeting may permit one or more stockholders to participate in a meeting by means of a conference telephone or other communications equipment in any manner permitted by Maryland law. In addition, the Board may determine that a meeting not be held at any place, but instead may be held solely by means of remote communication in any manner permitted by Maryland law. Participation in a meeting by these means constitutes presence in person at the meeting.
Section 13.CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of the Charter or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law (the “MGCL”) (or any successor statute) shall not apply to any acquisition by any person of shares of stock of the Corporation. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.
ARTICLE III
DIRECTORS
Section 1.GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of its Board.
Section 2.NUMBER, TENURE AND RESIGNATION. At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board may establish, increase or decrease the number of directors, provided that the number thereof shall never be more than 15 nor less than three, and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors. For so long as the Advisory Agreement among the Corporation, Brookfield REIT Operating Partnership L.P. and Brookfield REIT Adviser LLC (the “Adviser”) is in effect, (i) up to four directors on the slate of directors to be voted on by the stockholders at the Corporation’s annual meeting of stockholders shall be individuals designated for nomination by the Adviser, subject to the approval of such nominations by the Board; provided, however, that such number of director designees shall be reduced as necessary by a number that will result in a majority of the directors being Independent Directors, (ii) the remaining directors shall be individuals nominated by the Board after consultation with the Adviser and (iii) only individuals nominated in accordance with clauses (i) and (ii) of this sentence or Section 11 of Article II shall be eligible for election as directors. Any director of the Corporation may resign at any time by delivering his or her resignation to the Board, the chairman of the board, if any, or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall
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not be necessary to make it effective unless otherwise stated in the resignation. Directors may be removed as set forth in the Charter.
Section 3.ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board may be held immediately after the annual meeting of stockholders, no notice other than this bylaw being necessary. In the event such meeting is not so held, an annual meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board. The Board may provide, by resolution, the time and place for the holding of regular meetings of the Board without other notice than such resolution.
Section 4.SPECIAL MEETINGS. Special meetings of the Board may be called by or at the request of the chairman of the board, if any, the chief executive officer, the president or a majority of the directors then in office. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board called by them. The Board may provide, by resolution, the time and place for the holding of special meetings of the Board without other notice than such resolution.
Section 5.NOTICE. Notice of any special meeting of the Board shall be delivered personally or by telephone, electronic mail, facsimile transmission, United States mail or courier to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board need be stated in the notice, unless specifically required by statute or these Bylaws.
Section 6.QUORUM. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board, provided that, if less than a majority of such directors is present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter or these Bylaws, the vote of a majority or other percentage of a particular group of directors is required for action, a quorum must also include a majority or such other percentage of such group.
The directors present at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leave fewer than required to establish a quorum; provided that, there shall remain at least one Independent Director.
Section 7.VOTING. The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws. If enough directors have withdrawn from a meeting to leave fewer than required to establish a quorum but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws. On any matter for which the Charter requires the approval of the Independent Directors, the action of a majority of the total number of Independent Directors shall be the action of the Independent Directors.

Section 8.ORGANIZATION. At each meeting of the Board, the chairman of the board or, in the case of a vacancy in the office or absence of the chairman of the board, the vice chairman of the board, if any, shall act as chairman of the meeting. In the absence of both the chairman and vice chairman of the board, the chief executive officer or, in the absence of the chief executive officer, the president or, in the absence of the president, a director chosen by a majority of the directors present shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant secretary of the Corporation or, in the absence of the secretary and all assistant secretaries, an individual appointed by the chairman of the meeting shall act as secretary of the meeting.
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Section 9.TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.
Section 10.CONSENT BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each director and is filed with the minutes of proceedings of the Board.
Section 11.VACANCIES. If for any reason any of or all the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder (even if fewer than three directors remain). Except as may be provided by the Board in setting the terms of any class or series of preferred stock, any vacancy on the Board may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum; provided, however, that any individual elected by the Board to fill a vacancy shall satisfy the applicable qualifications set forth in Section 2 of this Article III. Any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is duly elected and qualifies. Independent Directors shall nominate replacements for vacancies among the Independent Directors’ positions.
Section 12.COMPENSATION. Directors shall not receive any stated salary for their services as directors but, by resolution of the Board, may receive compensation per year and per meeting and per visit to real property or other facilities owned or leased by the Corporation and for any service or activity they perform or engage in as directors, including under any incentive plan approved by the Board. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they perform or engage in as directors; but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.
Section 13.RELIANCE. Each director, officer, employee and agent of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Corporation whom the director, officer, employee or agent reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the director, officer, employee or agent reasonably believes to be within the person’s professional or expert competence, or, with respect to a director, by a committee of the Board on which the director does not serve, as to a matter within its designated authority, if the director reasonably believes the committee to merit confidence.
Section 14.CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. A director, officer, employee or agent shall have no responsibility to devote his or her full time to the affairs of the Corporation. Any director, officer, employee or agent of the Corporation, in his or her personal capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to or in competition with those of or relating to the Corporation.
Section 15.RATIFICATION. The Board or the stockholders may ratify any act, omission, failure to act or determination made not to act (an “Act”) by the Corporation or its officers to the extent that the Board or the stockholders could have originally authorized the Act and, if so ratified, such Act shall have the same force and effect as if originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders. Any Act questioned in any proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting, or otherwise, may be ratified, before or after judgment, by the Board or by the stockholders, and such ratification shall constitute a bar to any claim or execution of any judgment in respect of such questioned Act.
Section 16.EMERGENCY PROVISIONS. Notwithstanding any other provision in the Charter or these Bylaws, this Section 16 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board under Article III of these Bylaws cannot readily be obtained (an “Emergency”). During any Emergency, unless otherwise provided by the Board, (a) a meeting of the Board or a committee thereof may be called by any director or officer by any means feasible under the circumstances; (b) notice of any meeting of the Board during such an Emergency may be given less than 24 hours prior to the meeting to as many directors and by such means as may be feasible at the time, including publication, television or radio; and (c) the number of directors necessary to constitute a quorum shall be one-third of the entire Board.
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ARTICLE IV
COMMITTEES
Section 1.NUMBER, TENURE AND QUALIFICATIONS. The Board may appoint from among its members committees, composed of one or more directors, to serve at the pleasure of the Board. The majority of the members of each committee shall be Independent Directors.
Section 2.POWERS. The Board may delegate to any committee appointed under Section 1 of this Article IV any of the powers of the Board, except as prohibited by law. Except as may be otherwise provided by the Board, any committee may delegate some or all of its power and authority to one or more subcommittees, composed of one or more directors, as the committee deems appropriate in its sole and absolute discretion.

Section 3.MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board or, in the absence of such designation, the applicable committee may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Board shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member. Each committee shall keep minutes of its proceedings.
Section 4.TELEPHONE MEETINGS. Members of a committee of the Board may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.
Section 5.CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the Board may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee.
Section 6. VACANCIES. Subject to the provisions hereof, the Board shall have the power at any time to change the membership of any committee, to appoint the chair of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any such committee.
ARTICLE V
OFFICERS
Section 1.GENERAL PROVISIONS. The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chairman of the board, a vice chairman of the board, a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board may from time to time appoint such other officers with such powers and duties as it shall deem necessary or desirable. The officers of the Corporation shall be appointed by the Board, for such term as the Board may determine, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officer shall serve until his or her successor is appointed and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the same person. Appointment of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.
Section 2.REMOVAL AND RESIGNATION. Any officer of the Corporation may be removed, with or without cause, by the Board if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the
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Corporation may resign at any time by delivering his or her resignation to the Board, the chairman of the board, if any, the chief executive officer, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.
Section 3.VACANCIES. A vacancy in any office may be filled by the Board for the balance of the term.
Section 4.CHAIRMAN OF THE BOARD. The Board may designate from among its members a chairman of the board, who shall not, solely by reason of these Bylaws, be an officer of the Corporation. The Board may designate the chairman of the board as an executive or non-executive chairman. The chairman of the board shall preside over the meetings of the Board. The chairman of the board shall perform such other duties as may be assigned to him or her by the Board.
Section 5.CHIEF EXECUTIVE OFFICER. The Board may designate a chief executive officer. In the absence of such designation, the president shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board, and for the management of the business and affairs of the Corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board from time to time.
Section 6.PRESIDENT. In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board, the president shall be the chief operating officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board from time to time.
Section 7.CHIEF OPERATING OFFICER. The Board may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as determined by the Board or the chief executive officer.
Section 8.CHIEF FINANCIAL OFFICER. The Board may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as determined by the Board or the chief executive officer.
Section 9.VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice president by the chief executive officer, the president or the Board. The Board may designate one or more vice presidents as executive vice president, senior vice president, or vice president for particular areas of responsibility.
Section 10.SECRETARY. The secretary shall, unless any such duty is delegated to an administrator or other third party appointed by the Board, (a) keep the minutes of the proceedings of the stockholders, the Board and committees of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the address of each stockholder that shall be furnished to the secretary by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board.
Section 11.TREASURER. The treasurer shall, unless any such duty is delegated to an administrator or other third party appointed by the Board, have the custody of the funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board and in general shall perform such other duties as from time to time may be assigned to him or her by
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the chief executive officer, the president or the Board. In the absence of a designation of a chief financial officer by the Board, the treasurer shall be the chief financial officer of the Corporation.
The treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the president and Board, at the regular meetings of the Board or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.
Section 12.ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the president or the Board.
Section 13.COMPENSATION. The compensation of the officers, if any, shall be fixed from time to time by or under the authority of the Board and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director. For the avoidance of doubt, it is understood that neither the Corporation nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, officer, member, partner, employee, or stockholder of the Adviser or any of its affiliates, including any person who is also a director, officer or employee of the Corporation.
ARTICLE VI
CONTRACTS, CHECKS AND DEPOSITS
Section 1.CONTRACTS. The Board or any committee of the Board within the scope of its delegated authority may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board or such committee and executed by an authorized person.
Section 2.CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board.
Section 3.DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the credit of the Corporation as the Board, the chief executive officer, the president, the chief financial officer or any other officer designated by the Board may determine.
ARTICLE VII
STOCK
Section 1.CERTIFICATES. Except as may otherwise be provided by the Board, or any officer of the Corporation, stockholders of the Corporation are not entitled to certificates representing the shares of stock held by them. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board or a duly authorized officer, shall contain the statements and information required by the MGCL and shall be signed by the officers of the Corporation in any manner permitted by the MGCL. In the event that the Corporation issues shares of stock without certificates, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates. There shall be no differences in the rights and obligations of stockholders based on whether or not their shares are represented by certificates.
Section 2.TRANSFERS. All transfers of shares of stock shall be made on the books of the Corporation, by the holder of the shares, in person or by his or her attorney, in such manner as the Board or any officer of the Corporation may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer. The Corporation or, if authorized by the Corporation, the transfer agent of the Corporation shall cancel the old certificate and record the transaction on its books. The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board or an officer of the Corporation that such shares shall no longer be represented by
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certificates. Upon the transfer of any uncertificated shares, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates.
The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.
Notwithstanding the foregoing, transfers of shares of any class or series of stock will be subject in all respects to the Charter and all of the terms and conditions contained therein.
Section 3.REPLACEMENT CERTIFICATE. Any officer of the Corporation may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder and the Board or an officer of the Corporation has determined that such certificates may be issued. Unless otherwise determined by an officer of the Corporation, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Corporation an indemnity or a bond in such sums as it may direct as indemnity against any claim that may be made against the Corporation.
Section 4.FIXING OF RECORD DATE. The Board may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.
When a record date for the determination of stockholders entitled to notice of and to vote at any meeting of stockholders has been set as provided in this section, such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjourned or postponed to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting may be determined as set forth herein.
Section 5.STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.
Section 6.FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board may authorize the Corporation to issue fractional stock or authorize the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision of the Charter or these Bylaws, the Board may authorize the issuance of units consisting of different securities of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board may provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit.
ARTICLE VIII
ACCOUNTING YEAR
The Board shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.
13


ARTICLE IX
DISTRIBUTIONS
Section 1.AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be authorized by the Board and declared by the Corporation, subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the Charter.
Section 2.CONTINGENCIES. Before payment of any dividends or other distributions, there may be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board may from time to time, in its sole and absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation or for such other purpose as the Board shall determine, and the Board may modify or abolish any such reserve.
ARTICLE X
INVESTMENT POLICY
Subject to the provisions of the Charter, the Board may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate in its sole discretion.
ARTICLE XI
SEAL
Section 1.SEAL. The Board may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation and the year of its incorporation and the words “Incorporated Maryland.” The Board may authorize one or more duplicate seals and provide for the custody thereof.
Section 2.AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.
ARTICLE XII
WAIVER OF NOTICE
Whenever any notice of a meeting is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.
ARTICLE XIII
AMENDMENT OF BYLAWS
The Board shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.

14
Exhibit 10.1
FIRST AMENDMENT TO
UNCOMMITTED UNSECURED LINE OF CREDIT

This FIRST AMENDMENT TO UNCOMMITTED UNSECURED LINE OF CREDIT (this “Amendment”) is dated as of November 10, 2022, and effective as of November 2, 2022 (the “Effective Date”) by the borrower named on the signature pages hereto (the “Borrower”), the lender identified as “Existing Lender” on the signature pages hereto (the “Existing Lender”) and the lender identified as “Subsequent Lender” on the signature pages hereto (the “Subsequent Lender”).
A.Borrower and the Existing Lender have entered into that certain Uncommitted Unsecured Line of Credit dated as of November 2, 2021 (the “Agreement” and the Agreement, as amended or otherwise modified by the Amendment, the “Amended Agreement”).

B.Borrower has requested that, among other things, the Agreement be amended to extend the maturity date. Pursuant to Section 11 of the Agreement, the Borrower delivered to the Existing Lender an extension request no less than thirty (30) days prior to the initial Stated Expiration Date, there exists no Event of Default, and the Existing Lender and the Subsequent Lender have provided their consent to the extension of the Stated Expiration Date to November 2, 2023.

C.The Subsequent Lender desires to replace the Existing Lender under the Agreement.

D.Borrower and the Subsequent Lender have agreed, upon the following terms and conditions, to amend the Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual promises herein contained, and for other valuable consideration, the parties hereto agree as follows:
1.DEFINED TERMS; REFERENCES. Unless otherwise specifically defined herein, each term used herein that is defined in the Agreement shall have the meaning assigned to such term in the Agreement.

2.AMENDMENTS TO AGREEMENT.

(a)The Agreement and all schedules thereto are hereby amended to reflect the following amendments:

i.The first sentence of Section 1 of the Agreement shall be deleted in its entirety and replace with the following:
1

Exhibit 10.1
“Requests for Loans under the Line may be made from the date of the Agreement to but excluding November 2, 2023 (the “Stated Expiration Date”), as such date may be extended pursuant to Section 11 hereof.”

ii.Exhibit B to the Agreement, Promissory Note, is hereby deleted in its entirety and Exhibit B attached hereto is substituted in lieu thereof with the changes as marked in track changes.

3.SUBSEQUENT LENDER. For the benefit of the Borrower and the Existing Lender, the Subsequent Lender hereby:

(a)acknowledges, agrees and confirms that, by its execution of this Amendment, it will be deemed to be a party to the Amended Agreement and the Lender for all purposes of the Amended Agreement and the other Loan Documents, and shall have all the rights and obligations of the Lender thereunder as if it had executed the Agreement;

(b)ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Amended Agreement and the other Loan Documents applicable to the Lender.

(c)(i) confirms that it has received a copy of the Agreement and the other Loan Documents, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Amended Agreement and to join the Amended Agreement as a subsequent lender; and (ii) confirms that all approvals and authorizations required to permit the execution, delivery, performance and consummation of this Amendment, and the performance as a Lender under the Amended Agreement, have been obtained;

(d)represents and warrants that, upon the Effective Date, each of this Amendment, the Amended Agreement and the other Loan Documents constitutes its duly authorized, legal, valid, binding and enforceable obligation.

4.REALLOCATION OF LENDER COMMITMENT. As soon as practicable following the Effective Date, the parties hereto shall effect such assignments and reallocations as are necessary such that, after giving effect thereto, the Subsequent Lender will hold the principal outstanding balance of the Loans as of the date hereof (it being understood that (i) any Loans outstanding under the Agreement immediately prior to the effectiveness of this Amendment (A) may remain outstanding under the Amended Agreement in accordance with the foregoing and (B) upon effectiveness of this Amendment, shall be deemed Loans outstanding under the Amended Agreement, and (ii) the Existing Lender may assign the principal outstanding balance of its Loans). The Borrower hereby consents to the replacement of the Existing Lender with the Subsequent Lender and hereby agrees to update the Register accordingly as set forth in Section 4
2

Exhibit 10.1
of the Master Note, and each of the parties hereto hereby consents to assignments and reallocations that are necessary to effectuate the modifications contemplated in this Amendment.

5.MISCELLANEOUS.

(a)No Other Amendments. Except as expressly amended herein, the terms of the Agreement shall remain in full force and effect.

(b)Limitation on Agreements. The amendments set forth herein are limited precisely as written and shall not be deemed: (a) to be a consent under or waiver of any other term or condition in the Agreement or any of the other Loan Documents; or (b) to prejudice any right or rights which the Existing Lender or the Subsequent Lender now has or may have in the future under, or in connection with the Amended Agreement, the Loan Documents or any of the other documents referred to herein or therein. From and after the date of this Amendment, all references in the Loan Documents to the Agreement shall be deemed to be references to the Agreement after giving effect to this Amendment, and each reference to “hereof,” “hereunder,” “herein” or “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Agreement shall from and after the date hereof refer to the Agreement as amended hereby.

(c)GOVERNING LAW. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS SHALL BE CONSTRUCTED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

(d)SUBMISSION TO JURISDICTION. The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.

[SIGNATURE PAGES FOLLOW]


3

Exhibit 10.1


Subsequent Lender:

Brookfield Corporate Treasury Ltd.


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



AGREED AND ACCEPTED AS OF THE EFFECTIVE DATE:

Borrower:

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

Existing Lender:

Brookfield US Holdings Inc.


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




Exhibit 10.1

EXHIBIT B TO LETTER AGREEMENT

[Form of Master Note]

PROMISSORY NOTE

[DATE]
New York, New York

FOR VALUE RECEIVED, each of the entities listed on Schedule II hereto (as updated from time to time, collectively, the “Borrowers”; each, a “Borrower”), hereby promises to pay to the order of Brookfield Corporate Treasury Ltd. (the “Lender”), at the Lender’s office at 181 Bay Street, Suite 300, Toronto ON M5J 2T3 Canada, the aggregate unpaid principal amount of each loan made by the Lender to such Borrower (each a “Loan”; collectively, the “Loans”) on the due date for each Loan (as recorded by the Lender on its books and records and/or on Schedule I hereto or continuation thereof).

Loans evidenced hereby are made pursuant to that certain letter agreement dated November 2, 2021 between the Lender and the Borrowers party thereto (as amended by the First Amendment to Uncommitted Unsecured Line of Credit, dated as of November 2 2022, and as further supplemented, or otherwise modified from time to time, the “Letter Agreement”) providing for an uncommitted unsecured line of credit. This Promissory Note (the “Note”) is the “Master Note” as defined in the Letter Agreement. The liability of each Borrower under this Note shall be governed by the terms of Section 8(n) of the Letter Agreement. The recourse to any Investor under this Note shall be limited as provided in Section 10 of the Letter Agreement.

Section 1. Defined Terms. Unless otherwise defined herein, capitalized terms herein shall have the meanings assigned to them in the Letter Agreement. As used herein, the following terms shall have the meanings specified below:

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the State of New York.

“CME” means CME Group Benchmark Administration Limited.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute or statutes.
"Conforming Changes” means, with respect to the use, administration of or any conventions associated with SOFR, any conforming changes regarding applicable definitions, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters that the Lender decides, in consultation with the Borrowers, may be appropriate to reflect the adoption and implementation of SOFR and to permit the administration thereof by the Lender in a manner substantially consistent with market practice (or, if the Lender determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as the Lender determines in consultation with the Borrowers is reasonably necessary in connection with the administration of this Note, the Letter Agreement, and any other Loan Document).

“Default” means any event or condition which, with the passage of time, the giving of notice, or both, would give rise to an Event of Default.

1

Exhibit 10.1
“Dollars” or “$” mean, at any time, the lawful currency of the United States of America.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute or statutes.

“ERISA Investor” means an Investor in the applicable Borrower that is (a) an “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) or trust or custody account therefor (or a master trust or custody account therefor) subject to Title I of ERISA, (b) a group trust, as described in Revenue Ruling 81-100 or insurance company separate account that includes one or more Persons described in clause (a) above, or (c) a partnership, insurance company general account, or other account or other fund that is deemed to hold “plan assets” pursuant to the Plan Asset Regulation of one or more Persons described in clause (a) or (b) above.

“Event of Default” has the meaning set forth in Section 7 of this Note.

“Excluded Taxes” means (a) any income or franchise Taxes imposed as a result of a present or former connection between the Lender and the jurisdiction of the governmental authority imposing such Tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising on account of the execution, delivery, performance, filing, recording, or enforcement of, or other activities contemplated in, this Note), (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction in which the Lender is located, (c) any withholding Taxes resulting from any law in effect on the date hereof (or on the date the Lender designates a new lending office or on the date the Lender assigns this Note to another party), except to the extent that Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from a Borrower with respect to such withholding Taxes pursuant to the paragraphs relating to payments made without deduction for Indemnified Taxes, to exemption from or reduction of withholding Tax and to refund of Indemnified Taxes, (d) any Taxes attributable to the Lender’s failure to comply with the paragraphs in Section 4 relating to exemptions from or reduction of withholding Taxes (including with respect to FATCA), and (e) any withholding Taxes imposed under FATCA.

“FATCA” means Sections 1471 through 1474 of the Code as in effect on the date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations promulgated thereunder or official interpretations thereof, any agreements entered into pursuant to Section 1471(b) of the Code (or any amended or successor version described above), and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among governmental authorities and implementing the foregoing.

“Indemnified Taxes” means Taxes, other than Excluded Taxes, imposed on or with respect to payments under this Note.

“Interest Payment Date” means (i) the last day of the Interest Period; and (ii) the date of any payment of principal.

“Interest Period” means, with respect to a Loan, the period commencing on the date such Loan is made and ending on the numerically corresponding day one week, two weeks, one calendar month, two calendar months, three calendar months, six calendar months or nine calendar months thereafter, as selected by the applicable Borrower and as recorded by the Lender on its books and records and/or Schedule I hereto or any continuation thereof, or if such day is not a Business Day, then on the immediately succeeding Business Day; provided, that if such Business Day would fall in the next calendar month, such Interest Period shall end on the immediately preceding Business Day; and provided, further, that any Interest Period which commences on the
2

Exhibit 10.1
last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month(s)) shall, subject to the foregoing proviso, end on the last Business Day of the appropriate calendar month.

“Lien” means, (a) with respect to any asset, (x) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset and (y) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset, and (b) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Plan Asset Regulations” means U.S. Department of Labor Regulation Section 2510.3-101, 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA, and any successor statutory or regulatory provisions.

“SOFR” means, for any Interest Period for each Loan comprising part of the same borrowing, the rate per annum equal to the Term SOFR Screen Rate at 11:00 am (New York time) on the day that is two (2) U.S. Government Securities Business Days preceding the rate determination date with a term equivalent to such Interest Period; provided, that, if the rate is not published prior thereto, then SOFR means the TERM SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, plus, in each case, the SOFR Adjustment; provided, further, that to the extent a successor rate is mutually agreed upon by the parties hereto, such agreed upon rate shall be applied to the applicable Interest Period in a manner consistent with market practice.

“SOFR Adjustment” means 0.10% (10 basis points) per annum.

“Taxes” means any present or future taxes, levies, imposts, duties, deductions, charges, or withholdings (including backup withholding), assessments or fees imposed by any governmental authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Lender) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be reasonably designated by the Lender from time to time).

“U.S. Government Securities Business Day” means any Business Day, except any Business Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.

Section 2. Interest. Interest shall accrue on the unpaid balance of the principal amount of each Loan (including PIK Interest) made to a Borrower from and including the date of such Loan to but excluding the date of its repayment at a fixed rate per annum equal to the lowest then-current borrowing rate for any similar credit product offered by a third-party provider to such Borrower or any of its affiliate entities within the structure of the Brookfield Real Estate Income Trust Inc., or, if such rate is not offered, SOFR applicable to such Loan plus 2.25%. Interest shall be calculated on the basis of a year of 360 days for the actual number of days elapsed. All accrued and unpaid interest (including any accrued PIK Interest) as of an applicable Interest Payment Date shall be paid in kind by capitalizing such interest and adding it to the principal amount outstanding under this Note (“PIK Interest”). In the event that any principal of or interest accrued and unpaid hereon shall not be paid when due, interest shall be payable on any such overdue amount upon written demand at a rate per annum equal to 2.0% in excess of the interest rate specified in the immediately preceding sentence (but not at a rate higher than the highest
3

Exhibit 10.1
interest rate permitted by applicable law) on any overdue principal and, to the extent permitted by applicable law, on any overdue interest, from the due date thereof to the date of actual payment (after as well as before judgment and during bankruptcy). All payments hereunder shall be made in Dollars and in immediately available funds and in accordance with the last paragraph of Section 8. Notwithstanding any other provision hereof, if the Lender shall determine prior to the commencement of any Interest Period that adequate and reasonable means do not exist for ascertaining SOFR, then the Lender shall promptly give notice thereof to the Borrowers and at the Lender’s option it may demand repayment of the affected Loan(s), and even absent such demand, no Loan shall be created or continued for such Interest Period until adequate and reasonable means exist for ascertaining SOFR or the parties hereto mutually agree upon a successor thereto. In connection with the use or administration of SOFR, the Lender (in consultation with the Borrowers) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein, in the Letter Agreement or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Note, the Letter Agreement or any other Loan Document. The Lender will promptly notify the Borrowers of the effectiveness of any Conforming Changes in connection with the use or administration of SOFR.

Section 3. Prepayment; Repayment. Each Borrower shall have the right voluntarily to prepay without penalty or premium, at any time and from time to time, all or any portion of the outstanding principal balance of any Loan to it; provided, that accrued interest upon the amount prepaid shall be paid at the time of any such prepayment; provided, further, that if any principal of a Loan is paid prior to the last day of the Interest Period therefor set forth in the books and records of the Lender and/or Schedule I hereto or any continuation thereof (whether by acceleration, prepayment or otherwise), such Borrower also agrees to pay to the Lender such amount as is reasonably determined by the Lender to represent the aggregate losses, costs, and expenses incurred or suffered by the Lender as a result of such prepayment. A certificate of the Lender setting forth the foregoing amount shall, absent manifest error, be conclusive and binding for all purposes. The applicable Borrower shall pay the Lender the amount shown as due on any such certificate promptly upon receipt thereof.

Each Loan shall be paid in full by the applicable Borrower, together with all accrued and unpaid interest thereon, in accordance with Section 12 of the Letter Agreement.

Section 4. Taxes. Any and all payments by or on account of a Borrower under this Note shall be made free and clear of and without deduction for any Taxes, except as required by applicable law. If a Borrower shall be required by law to withhold or deduct any Taxes from such payments, then (i) such Borrower shall make such withholdings or deductions, (ii) such Borrower shall pay the full amount withheld or deducted to the relevant taxing authority in accordance with applicable law, and (iii) if the Tax in question is an Indemnified Tax, the sum payable by the Borrower to the Lender shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4), the Lender receives an amount equal to the sum it would have received had no such deductions been made. The applicable Borrower shall indemnify the Lender for the full amount of any Indemnified Taxes payable or paid by the Lender.

To the extent the Lender is entitled to an exemption from or a reduction of withholding Tax with respect to payments made by or on account of a Borrower, the Lender shall deliver to such Borrower, at the time or times reasonably requested by such Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Lender, if requested by such Borrower, shall deliver such other documentation prescribed by applicable law or reasonably requested by such Borrower as will enable such Borrower to determine whether or not the Lender is subject to backup withholding or information reporting requirements. The
4

Exhibit 10.1
Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall, upon the reasonable request from such Borrower, update such form or certification or promptly notify such Borrower in writing of its legal inability to do so.

If a payment made to the Lender under this Note would be subject to U.S. federal withholding tax imposed by FATCA if the Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), the Lender shall deliver to the relevant Borrower at the time or times prescribed by law and at such time or times reasonably requested by a Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by a Borrower or as may be necessary for such Borrower to comply with their obligations under FATCA, to determine whether the Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause, “FATCA” shall include any amendments made to FATCA after the date hereof.

If the Lender receives a refund in respect of any Indemnified Taxes as to which it has been indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to this Section 4, it shall pay over such refund to the applicable Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower pursuant to this Section 4), net of all out-of-pocket expenses of the Lender and without interest (other than any interest paid by the relevant governmental authority with respect to such refund); provided, that such Borrower, upon the request of the Lender, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant governmental authority) to the Lender in the event the Lender is required to repay such refund to such governmental authority.

Each Borrower shall maintain at one of its offices a copy of each assignment delivered to it and a register for the recordation of the names and addresses of the Lender (and any permitted assignee lender (each, an “Assignee”)), and principal amount (and stated interest) of the amounts owing to the Lender and each Assignee, as applicable, pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the applicable Borrower, the Lender and the Assignee(s) (if any) shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as the Lender or an Assignee, as the case may be, hereunder for all purposes of this Note, notwithstanding notice to the contrary. No transfer is effective until the transferee is reflected as such on the Register pursuant to this Section 4. The parties intend for the Loan to be in registered form for tax purposes and to the extent of any conflict with this Section 4, this Section 4 shall be construed in accordance with that intent.

Section 5. Covenants. At any and all times as the principal of or interest on any Loan evidenced hereby remains unpaid, each Borrower agrees that it will:

(a)[reserved];

(b)not amend or modify, or permit any amendment or modification of, its Constituent Documents in a manner that could reasonably be expected to materially and adversely affect the Lender; and

(c)if at any time amounts in respect of unpaid principal or interest for any Loan to it evidenced by this Note become due and payable, make such payments in accordance with the last paragraph of Section 8.

5

Exhibit 10.1
Section 6. Representations and Warranties. Each Borrower, with respect to itself, represents and warrants on the date hereof and on each date that a Loan shall be made that (a) it has been duly formed and is validly existing; (b) it has provided the Lender with a true and complete copy of its Constituent Documents as in effect on the date hereof; (c) this Note has been duly authorized, executed, and delivered by such Borrower and constitutes its legal, valid, and binding obligation, enforceable in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing, and (iv) the effects of the possible judicial application of foreign laws or foreign governmental or judicial action affecting creditors rights; (d) its execution, delivery, and performance of this Note have been duly authorized by all requisite action and will not conflict with, violate, result in any default under, or result in the creation of any Lien on any of its assets pursuant to, its Constituent Documents, any applicable law or regulation, any judgment, order or decree binding on it or any material agreement or instrument or contractual restriction to which it is party or which is binding on it or its properties; (e) [reserved]; (f) [reserved]; and (g) assuming that no portion of the assets used by the Lender in connection with the Loans hereunder constitutes assets of (A) an “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) or “plan” (as such term is defined in Section 4975(e) of the Code) or trust or custody account therefor (or master trust or custody account therefor) subject to Title I of ERISA or Section 4975 of the Code, (B) a group trust, as described in Revenue Ruling 81-100 or insurance company separate account that includes one or more Persons described in clause (A) above, or (C) a partnership, insurance company general account, or other account or other fund that is deemed to hold “plan assets” pursuant to the Plan Asset Regulation of one or more Persons described in clause (A) or (B) above, then the transactions contemplated by this Note will not constitute a nonexempt prohibited transaction (as such term is defined in Section 4975(c)(1)(A)-(C) of the Code or Section 406(a) of ERISA) that could subject the Lender to any tax or penalty on prohibited transactions imposed under Section 4975 of the Code or Section 502(i) of ERISA.

Section 7. Events of Default. Any of the following shall, with respect to a Borrower, constitute an “Event of Default”:

(a)any representation or warranty by such Borrower hereunder proves to be untrue or incorrect in any material respect when made;

(b)any principal or interest, regardless of amount, due with respect to such Borrower under this Note is not paid, with respect to principal, on the date when and as the same shall become due and payable, whether upon maturity, acceleration, demand (subject to the last paragraph of Section 8) or otherwise and, with respect to interest, within five (5) Business Days after the date when and as the same shall become due and payable;

(c)[reserved];

(d)such Borrower shall fail to observe or perform any other term, covenant, condition or agreement contained herein and such failure shall continue for thirty (30) days after notice from the Lender;

(e)an involuntary proceeding shall be commenced or an involuntary petition shall be filed against such Borrower seeking (i) liquidation, reorganization or other relief in respect of such Borrower, or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Borrower, and, in any such case, such proceeding or petition shall
6

Exhibit 10.1
continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;

(f)such Borrower shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (e) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Borrower for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(g)such Borrower shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(h)one or more judgments for the payment of money in an aggregate amount in excess of $25,000,000 shall be rendered against such Borrower and the same shall not be covered by insurance and remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any or any affiliate of them to enforce any such judgment; or

(i)beginning with the first day of the taxable year in which such Borrower qualifies as a REIT under Section 856 of the Code, the date on which such Borrower no longer qualifies as a REIT under Section 856 of the Code.

For the avoidance of doubt, the occurrence of a Default or an Event of Default with respect to one Borrower shall not, by itself, result in a Default or an Event of Default with respect to any other Borrower. If any Event of Default occurs and is continuing, the Lender may declare the entire outstanding principal amount of each Loan to the applicable Borrower and all accrued and unpaid interest owing thereon to be immediately due and payable by such Borrower; provided that if an Event of Default described in Sections 7(b), 7(e) or 7(f) has occurred and is continuing, the outstanding principal amount of each Loan to such Borrower and all accrued and unpaid interest owing thereon shall become immediately due and payable concurrently therewith, without any further action by the Lender, and without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind, all of which each of the Borrowers hereby expressly waives.

Section 8. Miscellaneous.

Each Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. Neither the failure nor any delay on the part of the Lender in any particular instance to exercise any right, power or privilege hereunder shall constitute a waiver thereof in that or any subsequent instance. No consent or waiver of the terms of this promissory note shall be effective unless in writing. All rights and remedies of the Lender are cumulative and concurrent, and no single or partial exercise by the Lender of any right, power or privilege shall preclude any other or further exercise of any other right, power or privilege.

Except as may be required by law, all payments to be made hereunder by the applicable Borrower shall be made without set-off or counterclaim, in immediately available funds and in Dollars at and for the account of the Lender.

7

Exhibit 10.1
Each Loan evidenced by this Note and all payments and prepayments of the principal thereof and any outstanding balance and interest thereon and the respective dates thereof shall be recorded by the Lender in its books and records (which may be electronic in nature) and at any time and from time to time may be, and shall be prior to any transfer and delivery of this Note, entered by the Lender on Schedule I attached hereto or any continuation thereto, and recorded in the Register in accordance with Section 4. The failure by the Lender to make any such entries or notations on such schedule or in its internal records or any error in such a notation shall not affect the obligations of the applicable Borrower under this Note.

In addition to the other sums payable hereunder, upon receipt of written demand therefor, each Borrower agrees to pay to the Lender all costs and expenses (including reasonable attorneys’ fees) which may be incurred in connection with the enforcement of such Borrower’s obligations hereunder.

All notices or other communications provided for hereunder shall be in writing (including telecommunications) and shall be mailed, facsimiled or delivered, if to a Borrower, at the address of such Borrower set forth underneath such Borrower’s signature, if to the Lender, at Brookfield Corporate Treasury Ltd., 181 Bay Street, Suite 300, Toronto ON M5J 2T3 Canada, or in each case at such other address as may hereafter be specified by any such Person to the other party in writing. All notices and communications shall be effective (i) if mailed, when received at the address specified above, (ii) if facsimiled, when transmitted and (iii) if delivered, upon delivery.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Each Borrower hereby consents to the service of process in any action or proceeding brought against it by the Lender by means of registered mail to the last known address to such Borrower. Nothing herein, however, shall prevent service of process by any other means recognized as valid by law within or without the State of New York. EACH BORROWER HEREBY WAIVES AND AGREES TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM INSTITUTED WITH RESPECT TO ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS NOTE. By the execution of this Note, each Borrower hereby submits to the jurisdiction of courts located in the County of New York, State of New York.

This Note may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute but one agreement.

The Loans are payable “on demand”, but subject to the terms of Section 12 of the Letter Agreement.


[SIGNATURE PAGE FOLLOWS]
8

Exhibit 10.1
BORROWER:

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: ___________________________
Name:
Title:

Address: c/o Brookfield Place New York
        250 Vesey Street, 15th Floor
        New York NY 10281

ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:

Brookfield Corporate Treasury Ltd.


By: ____________________________
Name:
Title:



Exhibit 10.1
SCHEDULE I TO MASTER NOTE

BorrowerDateInterest PeriodPrincipalInterestInterest RateUnpaid Principal Balance of Note





Exhibit 10.1
SCHEDULE II TO MASTER NOTE

BorrowerJurisdiction of Organization
Brookfield REIT Operating Partnership L.P.Delaware

                                                Exhibit 31.1
CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Zachary B. Vaughan, certify that:

1.I have reviewed this quarterly report on Form 10-Q (the “report”) of Brookfield Real Estate Income Trust Inc. (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2022
/s/ Zachary B. Vaughan
Zachary B. Vaughan
Chief Executive Officer


Exhibit 31.2
CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dana E. Petitto, certify that:

1.I have reviewed this quarterly report on Form 10-Q (the “report”) of Brookfield Real Estate Income Trust Inc. (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2022
/s/ Dana E. Petitto
Dana E. Petitto
Chief Financial Officer


Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Brookfield Real Estate Income Trust Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zachary B. Vaughan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 1The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 2The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Zachary B. Vaughan
Zachary B. Vaughan
Chief Executive Officer
November 14, 2022

This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Brookfield Real Estate Income Trust Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dana E. Petitto, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 1The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 2The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Dana E. Petitto
Dana E. Petitto
Chief Financial Officer
November 14, 2022

This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.