Filed Pursuant to Rule 424(b)(3)

        Registration No. 333-223022

OAKTREE REAL ESTATE INCOME TRUST, INC.

SUPPLEMENT NO. 5 DATED AUGUST 17, 2021

TO THE PROSPECTUS DATED MAY 4, 2021

This prospectus supplement (“Supplement”) is part of and should be read in conjunction with the prospectus of Oaktree Real Estate Income Trust, Inc., dated May 4, 2021 (as supplemented to date, the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus. References herein to the “Company,” “we,” “us,” or “our” refer to Oaktree Real Estate Income Trust, Inc. and its subsidiaries unless the context specifically requires otherwise.

The purposes of this Supplement are as follows:

•to provide an update on our investment portfolio;

•to disclose the transaction price for each class of our common stock as of September 1, 2021;

•to disclose the calculation of our July 31, 2021 net asset value (“NAV”) per share for each share class;

•to provide an update on our current public offering (the “Offering”); and

•to include our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.

Portfolio Updates for the Month Ending July 31, 2021

Our NAV per share increased for the month ending July 31, 2021, up $0.04, $0.05 and $0.04 on our Class I, Class S and Class C shares, compared to the prior month, respectively.

As of July 31, the portfolio was invested 74% in real property, 17% in real estate-related debt and 9% in cash and cash equivalents. Our real property investments are split between multifamily (64%) and office (36%). The company’s leverage ratio remained consistent with prior month at 42%.

September 1, 2021 Transaction Price

The transaction price for each share class of our common stock for subscriptions accepted as of September 1, 2021 (and repurchases as of August 31, 2021) is as follows:

	Transaction Price  (per share)
Class S	$	10.9087
Class I	$	10.9868
Class C	$	10.9288
Class T	$	10.9868
Class D	$	10.9868

The transaction price for each of our share classes is equal to such class’s NAV per share as of July 31, 2021. A detailed calculation of the NAV per share is set forth below.

As of July 31, 2021, we had not sold any Class T shares or Class D shares. The transaction price for our Class T and Class D shares is based on our aggregate NAV per share as of July 31, 2021 before assessing stockholder servicing fees. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees. The repurchase price for each share class equals the transaction price of such class.

July 31, 2021 NAV Per Share

We calculate NAV per share in accordance with the valuation guidelines approved by our board of directors. We generally use our prior month’s NAV per share for the purposes of establishing a price for shares sold in our public offering, as well as establishing a repurchase price for our share repurchase program. Our NAV per share, which is updated as of the last business day of each month, is posted on our website at www.oaktreereit.com and is made available on our toll-free, automated telephone line at 833-OAK-REIT (625-7348). The September 1, 2021 transaction price is being determined based on our NAV as of July 31, 2021. Please refer to “Net Asset Value Calculation and Valuation Guidelines” in our prospectus for important information about how our NAV is determined. The Adviser is ultimately responsible for determining our NAV. The Adviser’s determination of our monthly NAV per share is based in part on annual appraisals of each of our properties by independent third-party appraisal firms in individual appraisal reports reviewed by our independent valuation advisor and monthly update appraisals by our independent valuation advisor (where an independent third-party appraisal firm does not provide an appraisal) in accordance with valuation guidelines approved by our board of directors. Our investments in traded real estate securities are valued monthly by the Adviser using quotations from third party pricing vendors. Our independent valuation advisor prepares monthly appraisals of our real estate-related debt investments and property-level debt liabilities.

The following table provides a breakdown of the major components of our total NAV as of July 31, 2021:

Components of NAV	July 31, 2021
Investments in real properties	$	363,608,809
Investments in real estate-related securities	83,997,779
Cash and cash equivalents	37,084,366
Restricted cash	4,889,467
Other assets	4,611,731
Debt obligations	(230,094,623)
Accrued performance fee(1)	(1,403,878)
Accrued stockholder servicing fees(2)	(133,015)
Management fee payable	(389,276)
Dividend payable	(826,716)
Subscriptions received in advance	—
Other liabilities	(16,305,619)
Non-controlling interests in joint ventures	(13,772,965)
Net asset value	$	231,266,060
Number of shares outstanding	21,180,118

(1)	Represents the performance fee for the period ended July 31, 2021.
(2)	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. The Dealer Manager does not retain any of these fees, all of which are retained by, or reallowed (paid) to, participating broker-dealers.

The following table provides a breakdown of our total NAV and NAV per share by share class as of July 31, 2021:

NAV Per Share	Class S Shares		Class I Shares		Class C Shares		Class T Shares		Class D Shares		Total
Net asset value	$	190,852,934	$	27,298,131	$	13,114,995	$	—	$	—	$	231,266,060
Number of shares outstanding	17,495,437		2,484,640		1,200,041		—		—		21,180,118
NAV per share as of July 31, 2021	$	10.9087	$	10.9868	$	10.9288	$	—	$	—

As of July 31, 2021, we had not sold any Class T shares or Class D shares.

Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the July 31, 2021 valuations, based on property types. 

Property Type	Discount Rate	Exit Capitalization Rate
Multifamily	6.59%	5.15%
Office	7.56%	6.63%

These assumptions are determined by the Adviser and reviewed by our independent valuation 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:

Input	Hypothetical Change	Multifamily Investment Values	Office Investment Values
Discount Rate	0.25% decrease	2.01%	1.85%
(weighted average)	0.25% increase	(1.97)%	(1.93)%
Exit Capitalization Rate	0.25% decrease	3.34%	2.47%
(weighted average)	0.25% increase	(3.04)%	(2.31)%

The following table provides a breakdown of the major components of our total NAV as of June 30, 2021:

Components of NAV	June 30, 2021
Investments in real properties	$	362,329,657
Investments in real estate-related securities	84,781,276
Cash and cash equivalents	35,892,048
Restricted cash	4,022,320
Other assets	4,077,772
Debt obligations	(229,880,072)
Accrued performance fee(1)	(1,261,088)
Accrued stockholder servicing fees(2)	(123,880)
Management fee payable	(384,098)
Dividend payable	(828,618)
Subscriptions received in advance	—
Other liabilities	(14,399,277)
Non-controlling interests in joint ventures	(13,329,206)
Net asset value	$	230,896,834
Number of shares outstanding	21,237,215

(1)	Represents the performance fee for the period ended June 30, 2021.
(2)	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. The Dealer Manager does not retain any of these fees, all of which are retained by, or reallowed (paid) to, participating broker-dealers.

The following table provides a breakdown of our total NAV and NAV per share by share class as of June 30, 2021:

NAV Per Share	Class S Shares		Class I Shares		Class C Shares		Class T Shares		Class D Shares		Total
Net asset value	$	183,188,532	$	37,747,472	$	9,960,830	$	—	$	—	$	230,896,834
Number of shares outstanding	16,874,769		3,448,045		914,401		—		—		21,237,215
NAV per share as of June 30, 2021	$	10.8558	$	10.9475	$	10.8933	$	—	$	—

As of June 30, 2021, we had not sold any Class T shares or Class D shares.

Status of Our Current Public Offering

We are offering on a continuous basis up to $2 billion in shares of common stock, consisting of up to $1.6 billion in shares in our primary offering and up to $0.4 billion in shares pursuant to our distribution reinvestment plan.

As of the date hereof, we had issued and sold (i) 20,436,923 shares of our common stock, net of repurchases, (consisting of 17,768,651 Class S shares and 2,668,272 Class I shares; no Class T or Class D shares were issued or sold as of such date) in the primary offering for total net proceeds of $198,575,772 and (ii) 490,329 shares of our common stock (consisting of 463,668 Class S shares and 26,661 Class I shares; no Class T or Class D shares were issued or sold as of such date) pursuant to our distribution reinvestment plan for a total value of $5,135,942. We intend to continue selling shares in the Offering on a monthly basis.

Quarterly Report on Form 10-Q for the quarter ended June 30, 2021

On August 16, 2021, we filed our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 with the Securities and Exchange Commission. The report (without exhibits) is attached to this supplement.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021

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: 333-223022

Oaktree 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.)

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

(Address of principal executive offices) (Zip Code)

(213) 830-6300

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class Trading 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 filer	X	Smaller reporting company	☐
		Emerging growth company	X

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.  Yes  ☐    No  X

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, par value $0.01 per share, as of August 16, 2021 was 22,215,003, consisting of 2,694,932 Class I shares, 18,232,321 Class S shares and 1,287,750 Class C shares.

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	1
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	1
	Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020	1
	Consolidated Statements of Operations for the three and six months ended June 30, 2021 and 2020	3
	Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the three and six months ended June 30, 2021 and 2020	4
	Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020	6
	Notes to Consolidated Financial Statements	8
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	32
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	50
ITEM 4.	CONTROLS AND PROCEDURES	51
PART II.	OTHER INFORMATION	52
ITEM 1.	LEGAL PROCEEDINGS	52
ITEM 1A.	RISK FACTORS	52
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	54
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	56
ITEM 4.	MINE SAFETY DISCLOSURES	56
ITEM 5.	OTHER INFORMATION	56
ITEM 6.	EXHIBITS	57
SIGNATURES		58

WEBSITE DISCLOSURE

Investors and others should note that we use our website, www.oaktreeREIT.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.

PART I.        FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

Oaktree Real Estate Income Trust, Inc.

Consolidated Balance Sheets

	June 30, 2021 (Unaudited)		December 31, 2020
Assets
Investments in real estate, net	$	310,693,892	$	315,308,436
Investments in real estate-related loans and securities, net	83,963,828		74,464,566
Intangible assets, net	8,425,990		10,901,176
Cash and cash equivalents	35,892,048		32,740,150
Restricted cash	4,022,320		3,279,075
Accounts and other receivables, net	3,435,212		3,074,459
Other assets	1,165,898		1,105,747
Total Assets	$	447,599,188	$	440,873,609
Liabilities and Equity
Mortgage loans, net	$	229,453,975	$	229,186,956
Due to affiliates	17,491,977		12,123,459
Intangible liabilities, net	57,441		69,864
Accounts payable, accrued expenses and other liabilities	6,178,483		6,309,381
Commitments and contingencies (Note 12)	—		—
Total Liabilities	253,181,876		247,689,660
Stockholders’ Equity
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized; no shares issued nor outstanding at June 30,2021 and December 31, 2020, respectively	—		—
Common stock, $0.01 par value per share, 1,000,000,000 shares authorized; 21,237,215 and 20,510,001 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	212,372		205,099
Additional paid-in capital	209,543,729		200,440,567
Accumulated deficit	(22,558,358)		(15,179,566)
Total Stockholders’ Equity	187,197,743		185,466,100
Non-controlling interests attributable to third party joint ventures	7,219,569		7,717,849
Total Equity	194,417,312		193,183,949
Total Liabilities and Stockholders' Equity	$	447,599,188	$	440,873,609

See accompanying notes to financial statements.

1

    The following table presents the assets and liabilities of investments consolidated as a variable interest entities for which the Company is determined to be the primary beneficiary.

	June 30, 2021		December 31, 2020
Assets
Investments in real estate, net	$	310,693,892	$	315,308,436
Intangible assets, net	8,425,990		10,901,176
Cash and cash equivalents	2,983,026		3,060,611
Restricted cash	4,022,320		3,279,075
Accounts and other receivables, net	2,825,965		2,778,108
Other assets	848,552		1,010,972
Total Assets	$	329,799,745	$	336,338,378
Liabilities
Mortgage loans, net	$	229,453,975	$	229,186,956
Intangible liabilities, net	57,441		69,864
Accounts payable, accrued expenses and other liabilities	4,567,816		4,761,810
Total Liabilities	$	234,079,232	$	234,018,630

See accompanying notes to financial statements.

2

Oaktree Real Estate Income Trust, Inc.

Consolidated Statements of Operations (unaudited)

	For the Three Months Ended				For the Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Revenues
Rental revenues	$	7,435,941	$	5,945,332	$	14,666,989	$	11,359,393
Other revenues	483,499		258,688		864,943		585,438
Total revenues	7,919,440		6,204,020		15,531,932		11,944,831
Expenses
Rental property operating	3,428,816		2,470,155		6,743,843		4,486,759
General and administrative expenses	1,051,762		739,397		2,067,560		1,389,976
Management fee	569,389		130,990		1,123,438		130,990
Performance fee	687,265		186,679		1,261,088		998,328
Depreciation and amortization	3,788,243		3,776,152		8,112,729		7,165,817
Total expenses	9,525,475		7,303,373		19,308,658		14,171,870
Other income (expense)
Income from real estate-related loans and securities	1,352,252		1,338,053		2,554,585		2,691,680
Interest expense	(1,402,408)		(1,206,036)		(2,774,865)		(2,622,323)
Realized gains on investments	—		—		980,665		—
Unrealized gain (loss) on investments	332,410		1,537,626		319,983		(263,067)
Total other income (expense)	282,254		1,669,643		1,080,368		(193,710)
Net (loss) income	(1,323,781)		570,290		(2,696,358)		(2,420,749)
Net loss attributable to non-controlling interests	63,992		110,054		189,270		214,648
Net (loss) income attributable to stockholders	$	(1,259,789)	$	680,344	$	(2,507,088)	$	(2,206,101)
Per common share data:
Net (loss) income per share of common stock
Basic	$	(0.06)	$	0.04	$	(0.12)	$	(0.12)
Diluted	$	(0.06)	$	0.04	$	(0.12)	$	(0.12)
Weighted average number of shares outstanding
Basic	22,201,697		18,788,608		21,742,068		17,811,014
Diluted	22,201,697		18,788,608		21,742,068		17,811,014

See accompanying notes to financial statements.

3

Oaktree Real Estate Income Trust, Inc.

Consolidated Statements of Changes in Stockholders' Equity (Deficit) (unaudited)

	For the Three Months Ended June 30, 2021
	Par Value
	Shares	Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class T		Common Stock Class D		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders' (Deficit) Equity		Non-controlling Interests		Total Equity
Balance at March 31, 2021	20,662,400	$	62,497	$	143,387	$	740	$	—	$	—	$	201,847,118	$	(18,811,831)	$	183,241,911	7,437,441		$	190,679,352
Share-based compensation	—	—		—		—		—		—		17,452		—		17,452		—		17,452
Distribution reinvestments	103,363	56		978		—		—		—		1,096,265		—		1,097,299		—		1,097,299
Class I common stock issued	1,124,000	11,240		—		—		—		—		12,077,496		—		12,088,736		—		12,088,736
Class S common stock issued	2,531,264	—		25,312		—		—		—		26,945,463		—		26,970,775		—		26,970,775
Class C common stock issued	840,441	—		—		8,404		—		—		8,965,065				8,973,469		—		8,973,469
Contributions	—	—		—		—		—		—		—		—		—		26,821		26,821
Distributions	—	—		—		—		—		—		—		(2,486,738)		(2,486,738)		(180,701)		(2,667,439)
Repurchases	(4,024,253)	(39,312)		(930)		—		—		—		(40,415,315)		—		(40,455,557)		—		(40,455,557)
Offering Costs	—	—		—		—		—		—		(989,815)		—		(989,815)		—		(989,815)
Net loss	—	—		—		—		—		—		—		(1,259,789)		(1,259,789)		(63,992)		(1,323,781)
Balance at June 30, 2021	21,237,215	$	34,481	$	168,747	$	9,144	$	—	$	—	$	209,543,729	$	(22,558,358)	$	187,197,743	$	7,219,569	$	194,417,312
	For the Three Months Ended June 30, 2020
	Par Value
	Shares	Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class T		Common Stock Class D		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders' (Deficit) Equity		Non-controlling Interests		Total Equity
Balance at March 31, 2020	18,031,302	$	91,855	$	88,458	$	—	$	—	$	—	$	175,698,998	$	(9,802,148)	$	166,077,163	$	6,299,046	$	172,376,209
Share-based compensation	—	—		—		—		—		—		18,239		—		18,239		—		18,239
Distribution reinvestments	51,548	23		492		—		—		—		526,388		—		526,903		—		526,903
Class I common stock issued	19,541	195		—		—		—		—		199,805		—		200,000		—		200,000
Class S common stock issued	1,743,322	—		17,433		—		—		—		17,926,992		—		17,944,425		—		17,944,425
Contributions	—	—		—		—		—		—		—		—		—		31,196		31,196
Distributions	—	—		—		—		—		—		—		(1,797,090)		(1,797,090)		(358,019)		(2,155,109)
Repurchases	(928,718)	(9,033)		(254)		—		—		—		(9,271,914)		—		(9,281,201)		—		(9,281,201)
Offering Costs	—	—		—		—		—		—		(405,334)		—		(405,334)		—		(405,334)
Net loss	—	—		—		—		—		—		—		680,344		680,344		(110,054)		570,290
Balance at June 30, 2020	18,916,995	$	83,040	$	106,129	$	—	$	—	$	—	$	184,693,174	$	(10,918,894)	$	173,963,449	$	5,862,169	$	179,825,618

4

	For the Six Months Ended June 30, 2021
	Par Value
	Shares	Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class T		Common Stock Class D		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders' (Deficit) Equity		Non-controlling Interests		Total Equity
Balance at December 31, 2020	20,510,001	$	74,773	$	130,326	$	—	$	—	$	—	$	200,440,567	$	(15,179,566)	$	185,466,100	7,717,849		$	193,183,949
Share-based compensation	6,840	68		—		—		—		—		35,240		—		35,308		—		35,308
Distribution reinvestments	192,376	101		1,823		—		—		—		2,028,948		—		2,030,872		—		2,030,872
Class I common stock issued	1,265,412	12,655		—		—		—		—		13,569,805		—		13,582,460		—		13,582,460
Class S common stock issued	3,947,443	—		39,474		—		—		—		41,857,571		—		41,897,045		—		41,897,045
Class C common stock issued	914,401	—		—		9,144		—		—		9,749,933		—		9,759,077		—		9,759,077
Contributions	—	—		—		—		—		—		—		—		—		58,065		58,065
Distributions	—	—		—		—		—		—		—		(4,871,704)		(4,871,704)		(367,075)		(5,238,779)
Repurchases	(5,599,258)	(53,116)		(2,876)		—		—		—		(56,206,253)		—		(56,262,245)		—		(56,262,245)
Offering Costs	—	—		—		—		—		—		(1,932,082)		—		(1,932,082)		—		(1,932,082)
Net loss	—	—		—		—		—		—		—		(2,507,088)		(2,507,088)		(189,270)		(2,696,358)
Balance at June 30, 2021	21,237,215	$	34,481	$	168,747	$	9,144	$	—	$	—	$	209,543,729	$	(22,558,358)	$	187,197,743	$	7,219,569	$	194,417,312
	For the Six Months Ended June 30, 2020
	Par Value
	Shares	Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class T		Common Stock Class D		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders' (Deficit) Equity		Non-controlling Interests		Total Equity
Balance at December 31, 2019	14,997,217	$	91,456	$	58,516	$	—	$	—	$	—	$	145,350,064	$	(5,430,110)	$	140,069,926	$	5,348,012	$	145,417,938
Share-based compensation	5,750	58		—		—		—		—		35,952		—		36,010		—		36,010
Distribution reinvestments	81,886	41		777		—		—		—		833,352		—		834,170		—		834,170
Class I common stock issued	51,850	518		—		—		—		—		524,482		—		525,000		—		525,000
Class S common stock issued	4,749,281	—		47,493		—		—		—		48,468,017		—		48,515,510		—		48,515,510
Contributions	—	—		—		—		—		—		—		—		—		1,178,383		1,178,383
Distributions	—	—		—		—		—		—		—		(3,282,683)		(3,282,683)		(449,578)		(3,732,261)
Repurchases	(968,989)	(9,033)		(657)		—		—		—		(9,662,448)		—		(9,672,138)		—		(9,672,138)
Offering Costs	—	—		—		—		—		—		(856,245)		—		(856,245)		—		(856,245)
Net loss	—	—		—		—		—		—		—		(2,206,101)		(2,206,101)		(214,648)		(2,420,749)
Balance at June 30, 2020	18,916,995	$	83,040	$	106,129	$	—	$	—	$	—	$	184,693,174	$	(10,918,894)	$	173,963,449	$	5,862,169	$	179,825,618

See accompanying notes to financial statements.

5

Oaktree Real Estate Income Trust, Inc.

Consolidated Statements of Cash Flows (unaudited)

	For the Six Months Ended
	June 30, 2021		June 30, 2020
Cash flows from operating activities:
Net loss	$	(2,696,358)	$	(2,420,749)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	8,112,729		7,165,817
Management fees	1,123,438		—
Amortization of above and below market leases and lease inducements	114,711		146,652
Amortization of restricted stock grants	35,308		36,010
Amortization of deferred financing costs	158,681		100,762
Amortization of origination fees and discount	(83,466)		(394,633)
Capitalized interest from the real-estate loans	(380,299)		—
Realized (gain) loss on investments in real estate-related loans and securities	(980,665)		—
Unrealized (gain) loss on investments in real estate-related loans and securities	(319,983)		263,067
Changes in assets and liabilities:
(Increase) decrease in lease inducements and origination costs	(81,820)		—
Decrease (increase) in other assets	(60,151)		(645,326)
(Increase) decrease in accounts and other receivables	(161,157)		(270,132)
(Decrease) increase in accounts payable, accrued expenses and other liabilities	140,322		2,412,936
(Decrease) increase in due to affiliates	(2,320,634)		1,056,900
Net cash provided by operating activities	2,600,656		7,451,304
Cash flows from investing activities
Acquisition of real estate	—		(41,024,719)
Purchase and funding of real estate-related loans and securities	(17,067,418)		(29,413,318)
Proceeds from sale of real estate-related loans and securities	5,039,313		—
Principal repayments from real estate-related loans	3,689,978		—
Building improvements	(1,023,447)		(2,095,032)
Net cash used in investing activities	(9,361,574)		(72,533,069)
Cash flows from financing activities:
Proceeds from mortgage loans	108,338		27,900,000
Payment of deferred financing costs	—		(356,450)
Proceeds from issuance of common stock	64,138,625		49,040,510
Repurchases of common stock	(48,981,939)		(9,672,139)
Payment of offering costs	(1,519,218)		(822,612)
Distributions to non-controlling interests	(367,075)		(191,274)
Contributions from non-controlling interests	58,065		920,079
Distributions	(2,780,735)		(2,166,964)
Net cash provided by financing activities	10,656,061		64,651,150
Net change in cash and cash-equivalents and restricted cash	3,895,143		(430,615)
Cash and cash-equivalents and restricted cash, beginning of period	36,019,225		31,050,204
Cash and cash-equivalents and restricted cash, end of period	$	39,914,368	$	30,619,589

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Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets:	For the Six Months Ended
	June 30, 2021		June 30, 2020
Cash and cash equivalents	$	35,892,048	$	26,642,097
Restricted cash	4,022,320		3,977,492
Total cash and cash equivalents and restricted cash	$	39,914,368	$	30,619,589
Supplemental disclosures:
Interest paid	$	2,554,956	$	2,503,190
Non-cash investing and financing activities:
Accrued distributions	$	828,618	$	620,886
Accrued stockholder servicing fee	$	123,880	$	75,626
Accrued offering costs	$	385,365	$	—
Distributions reinvested	$	2,030,872	$	834,170
Management fees paid in shares	$	1,099,957	$	—
Accrued building improvements	$	44,866	$	—
Real estate related loan repayment in accounts receivable	$	199,596	$	—
Accrued repurchases in accounts payable	$	—	$	247,752
Accrued repurchases in due to affiliates	$	9,917,806	$	—

See accompanying notes to financial statements.

7

Oaktree Real Estate Income Trust, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

1. Organization and Business Purpose

Oaktree Real Estate Income Trust, Inc. (the “Company”) was formed on July 27, 2017 as a Maryland corporation and intends to maintain its qualification as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. The Company seeks to invest primarily in well-located, high quality commercial real estate assets that generate strong current cash flow and could further appreciate in value through moderate leasing and repositioning strategies. Moreover, to a lesser extent, the Company invests in real estate-related investments, including private loans and traded real estate-related securities that will help maintain liquidity. The Company is externally managed by Oaktree Fund Advisors, LLC (the “Adviser”), an affiliate of Oaktree Capital Management, L.P. On January 9, 2018, the Company was capitalized with a $200,000 investment by an affiliate of the Adviser.

The Company has registered with the Securities and Exchange Commission, (the "SEC"), an offering of up to $1,600,000,000 in shares in its primary offering and up to $400,000,000 in shares pursuant to its distribution reinvestment plan (the “Offering”). The Company is selling any combination of the 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 and ongoing stockholder servicing fees. The Company has registered in a follow-on offering with the SEC an 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 "Follow-On Offering"). The SEC has not yet declared the Follow-On Offering effective.

As of December 6, 2019, the Company had satisfied the minimum offering requirement and the Company’s board of directors had 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 Oaktree Fund GP I, L.P.) to the Company in connection with the sale of shares of the Company’s common stock. The purchase price per share for each class of common stock in the Offering will vary and will generally equal the Company’s prior month’s net asset value (“NAV”) per share, as determined monthly, plus applicable upfront selling commissions and dealer manager fees.

As of June 30, 2021, the Company owned five investments in real estate, five investments in real estate-related loans and seven investments in floating-rate commercial mortgage backed securities ("CMBS").

2. Capitalization

As of June 30, 2021, the Company was authorized to issue up to $1,747,644,300 of common stock. On April 11, 2018, the Company amended and restated its charter to authorize the following classes of stock:

Classification	No. of Authorized Shares	Par Value Per Share
Preferred stock	50,000,000	$	0.01
Class T common stock	250,000,000	$	0.01
Class S common stock	250,000,000	$	0.01
Class D common stock	125,000,000	$	0.01
Class C common stock	125,000,000	$	0.01
Class I common stock	250,000,000	$	0.01
	1,050,000,000

3. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. 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. However, the results of operations for the interim period presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2021, or any other future period.

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The Company consolidates entities in which it retains a controlling financial interest or entities that meet the definition of a variable interest entity (“VIE”) for which it is deemed to be the primary beneficiary. In performing an analysis of whether it is the primary beneficiary, at initial investment and at each quarterly reporting period, the Company considers whether it individually has the power to direct the activities of the VIE that most significantly affect the entity’s economic performance and also has 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 the Company is 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.

If an entity is determined to be a VIE, the Company evaluates whether it is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and benefits. The Company consolidates a VIE if it has both power and benefits—that is, (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 Company consolidates all VIEs for which it is the primary beneficiary, including the Company’s joint ventures with TruAmerica Multifamily, LLC (“TruAmerica”), Hines Interests Limited Partnership (“Hines”), Holland Partner Group (“Holland”) and Waterford Property Company (“Waterford”) to hold the Anzio Apartments/Arbors, Two Liberty, Ezlyn and Lakes properties, respectively (see Note 4). As of June 30, 2021, the total assets and liabilities of the Company’s consolidated VIEs, were $329.8 million and $234.1 million, respectively. Such amounts are included on the Company’s Consolidated Balance Sheets. For each of our Company’s consolidated VIEs, certain assets are pledged as collateral for specific obligations of the VIE. There are no creditors or other partners of the Company’s consolidated VIEs that have recourse to its general credit. The Company’s maximum exposure to the Company’s consolidated VIEs is limited to the Company’s variable interests in each VIE.

If a legal entity fails to meet any of the three characteristics of a VIE (due to insufficiency of equity, existence of non-substantive voting rights, or lack of a controlling financial interest), the Company then evaluates such entity under the voting model. Under the voting model, the Company consolidates the entity if it determines that it, directly or indirectly, has greater than 50% of the voting rights and that other equity holders do not have substantive participating rights.

If the Company has a variable interest in a VIE but is not the primary beneficiary, or if the Company has the ability to exercise significant influence over a voting interest entity but does not have control, it accounts for its investment using the equity method of accounting.

COVID-19

The global pandemic of a new strain of coronavirus known as COVID-19 continues to adversely impact global commercial activity and has contributed to significant uncertainty and volatility in financial markets. The global impact of the outbreak has been rapidly evolving, and has spread around the world with many countries and other jurisdictions instituting quarantines, shelter in place orders, restrictions on travel, and limiting significantly operations of non-essential businesses in an effort to reduce the spread of infection. Among other effects, these actions have created a disruption in global supply chains, a reduction in purchases by consumers, significantly increased unemployment, a demand shock in oil prices and have adversely impacted a number of industries directly, such as transportation, hospitality and entertainment as well as economic stimulus and other government intervention.

The rapid development and fluidity of this situation is without precedent in modern history and the ultimate adverse impact of the novel coronavirus at this time is unknown. Nevertheless, the novel coronavirus presents material uncertainty and risk with respect to the Company’s performance and financial results, such as negative impact to occupancy, rent collections, results of operations or market values of the Company’s properties, increased costs of operations, increased risk of defaults in its portfolio of real estate debt investments, decreased availability of financing arrangements, changes in law and/or regulation, and uncertainty regarding government and regulatory policy.

As of August 16, 2021, approximately half of the population in the United States of America had received a coronavirus vaccination. Federal, state and city governments continue to lift coronavirus-related restrictions to varying levels. As jurisdictions and businesses reopen, economic activity is expected to improve, but there is no certainty that this will be the case. The Company is unable to estimate the impact the changing situation will have on its financial results at this time.

Investments in Real Estate

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. When evaluating acquired service or management contracts, the Company considers the nature of the services performed,

9

the terms of the contract relative to similar arm’s length contracts, and the availability of comparable service providers in evaluating whether the acquired contract constitutes a substantive process. The acquisitions of Anzio Apartments, Two Liberty, Ezlyn, Lakes and Arbors properties were accounted for as asset acquisitions because substantially all of the fair value was concentrated in the land, buildings and related intangible assets.

For acquisitions of real estate and in-substance real estate that are accounted for as business combinations, the Company recognizes the assets acquired (including the intangible value of acquired above- or below-market leases, acquired in-place leases, tenant relationships and other intangible assets or liabilities), liabilities assumed, noncontrolling interests, and previously existing ownership interests, if any, at fair value as of the acquisition date. Any excess (deficit) of the consideration transferred relative to the fair value of the net assets acquired is recognized as goodwill (bargain purchase gain). In business combinations, the preliminary purchase price allocation may be subject to change based upon additional information about facts and circumstances that existed as of the acquisition date, with such measurement period extending no later than 12 months from the acquisition date. Acquisition costs related to business combinations are expensed as incurred.

Acquisitions of real estate and in-substance real estate that do not meet the definition of a business are accounted for as asset acquisitions. The accounting model for asset acquisitions is similar to the accounting model for business combinations except that the consideration transferred (including acquisition costs) is allocated to the acquired assets and assumed liabilities on a relative fair value basis. As a result, asset acquisitions do not result in the recognition of goodwill or a bargain purchase gain. The results of operations of acquired properties are included in the Company’s results of operations from the respective dates of acquisition. Estimates of future cash flows used to estimate the fair values of identifiable assets acquired and liabilities assumed are based upon a number of factors including the property’s historical operating results, known and anticipated trends, and market and economic conditions. Values of buildings and improvements are determined on an as-if-vacant basis.

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.

Expenditures that improve or extend the life of an acquired property are capitalized and depreciated over their estimated useful life. Expenditures for ordinary maintenance and repairs are expensed 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:

Description	Depreciable Life
Building	30-40 years
Building and site improvements	5-10 years
Furniture, fixtures and equipment	1-7 years
Tenant improvements	Shorter of estimated useful life or lease term
In-place lease intangibles	Over lease term
Above and below market leases	Over lease term
Lease origination costs	Over lease term

The Company reviews its real estate portfolio on a periodic basis to ascertain if there are any indicators of impairment in the carrying values of any of its real estate assets, including deferred costs and intangibles, in order to determine if there is any need for an impairment charge. In reviewing the portfolio, the Company 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

10

payments made by the tenant under its lease, 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 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 assets’ 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. The estimated fair value is determined using a discounted cash flow model of the expected future cash flows through the useful life of the property. Real estate assets that are expected to be disposed of are valued at the lower of carrying amount or fair value less costs to sell on an individual asset basis. As of June 30, 2021, the Company had not identified any indicators of impairment with respect to its real estate portfolio.

Investments in Real Estate-Related Loans and Securities

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 is recognized based upon contractual interest rate and unpaid principal balance of the loans. 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.

Loans that are past due 90 days or more as to principal or interest, or where reasonable doubt exists as to timely collection, are generally considered nonperforming and placed on nonaccrual. Interest receivable is reversed against interest income when loans are placed on nonaccrual status. Interest collected on a nonaccrual loan is either recognized as income on a cash basis or applied as a reduction to the loan’s carrying value, depending on the ultimate collectability of the loan. Loans may be restored to accrual status when all principal and interest are current and full repayment of the remaining contractual principal and interest are reasonably assured.

Unrealized gain/loss on floating rate debt security investments are determined using price quotations provided by independent third party valuation firms and are included in other income (expense) on the consolidated statement of operations.

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 June 30, 2021, each of the Company’s real-estate related loans was performing in accordance with its contractual terms and management has not established an allowance for loan losses.

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 June 30, 2021. However, uncertainty over the ultimate impact COVID-19 will have on the global economy and the Company’s business makes any estimates and assumptions as of June 30, 2021 inherently less certain than they would be absent the current and potential impacts of COVID-19. Actual results could differ from those estimates.

Revenue Recognition

Rental revenue primarily consists of base rent arising from tenant leases at the Company’s properties. Rental revenue 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 periodically reviews tenant receivables and unbilled rent receivables to determine whether they are collectible. In making this determination, the Company considers each tenant’s payment history and financial condition. If a receivable is deemed to be uncollectible, the Company will either reserve for the receivable through an allowance, or write-off the receivable.

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On April 10, 2020, the Financial Accounting Standards Board (FASB) staff issued a question-and-answer document to address stakeholder questions on the application of the lease accounting guidance for lease concessions related to the effects of the COVID-19 pandemic.

Many lessors are, or will be, providing lease concessions to tenants impacted by the economic disruptions caused by the pandemic. For concessions related to the effects of the COVID-19 pandemic, an entity will not have to analyze each contract to determine whether enforceable rights and obligations for concessions exist in the contract and can elect to apply or not apply the accounting for a change in lease provisions guidance in Accounting Standard Codification 840, Leases, to those contracts.

The Company has provided rent deferrals as concessions to tenants impacted by the pandemic. The Company has concluded that each concession does not represent a substantial increase in the rights of the lessor or the obligations of the lessee. Accordingly, the Company has elected to not account for each concession as a change in the provisions of the lease and rather, has assumed each concession was always contemplated by the contract. During the six months ended June 30, 2021, the Company provided a rent deferral to one tenant for an immaterial amount.

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

As of June 30, 2021, restricted cash of $4.0 million consisted of $0.4 million for construction reserves, $0.4 million of security deposits, $0.3 million of escrow reserves, $1.7 million of escrow loan deposits and $1.2 million for real estate taxes. As of December 31, 2020, restricted cash of $3.3 million consisted of $2.4 million for construction reserves, $0.4 million of security deposits and $0.5 million for real estate taxes.

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 facilities and affiliate line of credit 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. The Company seeks to manage these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate risk on debt instruments. The Company recognizes all derivatives as either assets or liabilities in the Consolidated Balance Sheets and measures those instruments at fair value. When the Company enters into a derivative contract, it may or may not elect to designate the derivative as a hedging instrument and apply hedge accounting as part of its overall risk management strategy. In other situations, when a derivative does not qualify for hedge accounting or when the derivative and the hedged item are both recorded in current-period earnings and thus deemed to be economic hedges, hedge accounting is not applied. Freestanding derivatives are financial instruments that the Company enters into as part of its overall risk management strategy but do not utilize hedge accounting. These financial instruments may include interest-rate swaps and other derivative contracts. As of June 30, 2021, the Company had one interest-rate cap and one interest-rate swap contract. The derivatives are accounted for as freestanding instruments and changes in fair value are recorded in current-period earnings.

Non-Controlling Interests

Non-controlling interests of $7.2 million as of June 30, 2021 and $7.7 million as of December 31, 2020 represent interests held by TruAmerica, Hines, Holland and Waterford, our joint venture partners in Anzio Apartments/Arbors, Two Liberty, Ezlyn and Lakes, respectively.

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 hierarchal 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

12

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.

The 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 and falls under the Level 2 hierarchy. The estimated fair values of the Company’s real estate-related loan, mortgage loan and line of credit approximate their fair values since they bear interest at floating rates and were recently originated and falls under the Level 2 hierarchy. The Company’s derivative is classified as Level 2 and its fair value is derived from estimated values obtained from observable market data for similar instruments.

The Company uses significant judgement to estimate fair values of investments in real estate, and other intangible assets. In estimating their values, the Company considers significant unobservable inputs such as estimated cash flow projections that utilize appropriate discount and capitalization rates and available comparable 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/economic conditions that may affect the property. These inputs are Level 3 inputs.

Valuation of assets measured at fair value

The Company elected the fair value option for its investments in commercial mortgage backed securities (“CMBS”). As such, any unrealized gains or losses on its investments in CMBS are recorded as a component of unrealized gains or losses on the investments on the Consolidated Statements of Operations. The Company determines the fair value of its CMBS utilizing third-party pricing service providers and broker-dealer quotations on the basis of last available bid price.

In determining the fair value of a particular investment, 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.

As of June 30, 2021 and December 31, 2020, the Company’s $20.6 million and $24.7 million, respectively, of investments in CMBS were classified as Level 3.

Income Taxes

The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ending December 31, 2019. As a REIT, the Company does not incur federal corporate income tax if it distributes 90% of its taxable income to its stockholders each year. Any deferred tax assets arising from the Company’s taxable loss carryforwards during periods prior to making a REIT election have been fully reserved, since it is unlikely such benefits will be realized. 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.

Organization and Offering Expenses

Organization expenses are expensed as incurred and offering expenses are reflected as a reduction of additional paid-in capital from the gross proceeds of the Offering. Any amounts due to the Adviser but not paid are recognized as a liability on the balance sheet.

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As of June 30, 2021 and December 31, 2020, our Adviser and its affiliates had incurred approximately $6.3 million and $5.7 million, respectively, of organization and offering expenses on our behalf. The Company has agreed to reimburse these expenses ratably over a 60 month period beginning on July 6, 2022.

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 shareholders 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.

We include 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 each of the six months ended June 30, 2021 and 2020, there were no dilutive participating securities.

Segment Reporting

The Company operates in three reportable segments: multifamily properties, office properties and real estate-related loans and securities. 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.

Share-Based Compensation

Equity-classified stock awards granted to employees and non-employees that have a service condition are measured at fair value at date of grant and re-measured at fair value only upon a modification of the award.

The Company recognizes compensation expense on a straight-line basis over the requisite service period of each award, with the amount of compensation expense recognized at the end of a reporting period at least equal the portion of fair value of the respective award at grant date or modification date, as applicable, that has vested through that date. Compensation expense, which is adjusted for actual forfeitures upon occurrence, is included as a component of general and administrative expense on the statements of operations.

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“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 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 June 30, 2021, but will continue to evaluate the possible adoption (including potential impact) of any such expedients or exceptions during the effective period as circumstances evolve.

In February 2016, the FASB issued a new leasing standard which requires lessees to clarify 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. The standard also eliminates current real estate-specific provisions and changes initial direct costs and lease executory costs for all entities. The new guidance will require lessees and lessors to capitalize, as initial direct costs, only those costs that are incurred due to the execution of a lease, with any other costs incurred, including allocated indirect costs, expensed as incurred. In addition, the new standard requires that lease and nonlease components of a contract be bifurcated, with nonlease components (including reimbursements for real estate taxes, utilities, insurance and other common area maintenance and other executory costs) subject to the new revenue recognition standard effective upon adoption of the new leasing standard. In July 2018, the FASB issued an amendment to the leasing standard that allows lessors to elect, as a practical expedient, not to allocate the total consideration in a contract to lease and non-lease components based on their relative standalone selling prices. Rather, this practical expedient allows lessors to elect to account for the combined component as an operating lease if (i) the timing and pattern of transfer of the lease component and nonlease component(s) are the same; (ii) the lease component would be classified as an operating lease if accounted for separately; and (iii) the lease component is the predominant component of the arrangement. If we elect this practical expedient subsequent to adoption, tenant recoveries and other components that would otherwise qualify as non-lease components would be accounted for as lease components and recognized in rental revenues. The amendment also provided an optional transition method to make the initial application date of the new lease standard the date of adoption, with a cumulative-

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effect adjustment recognized to the opening balance of retained earnings. Consequently, for an entity that elects the optional transition method, the entity’s reporting and disclosures for comparative historical periods presented in the financial statements will continue to be in accordance with current GAAP. In December 2018, the FASB made a narrow-scope amendment that would preclude a lessor from having to recognize lessor costs paid by a lessee directly to a third-party when the lessor cannot reasonably estimate such costs. The Company expects to elect the package of practical expedients to not reassess (i) whether existing arrangements are or contain a lease, (ii) the classification of an operating or financing lease in a period prior to adoption, and (iii) any initial direct costs for existing leases. Additionally, the Company expects to elect to not use hindsight and carry forward its lease term assumptions when adopting Topic 842 and not recognize lease liabilities and lease assets for leases with a term of 12 months or less. The Company will adopt the new leasing standard effective January 1, 2022. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

In June 2016, the FASB issued guidance on the measurement of credit losses on financial instruments. The standard will replace 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. The guidance is effective for the Company beginning after December 15, 2022, including interim periods within that reporting period, with early adoption permitted after December 15, 2018, including interim periods within that reporting period. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

4. Investments in Real Estate

As of June 30, 2021 and December 31, 2020, investments in real estate, net, consisted of the following:

	June 30, 2021		December 31, 2020
Building and building improvements	$	272,915,691	$	272,602,885
Land	40,397,114		40,397,114
Tenant improvements	10,161,277		9,551,645
Furniture, fixtures and equipment	4,968,555		4,822,680
Accumulated depreciation	(17,748,745)		(12,065,888)
Investments in real estate, net	$	310,693,892	$	315,308,436

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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 June 30, 2021 and December 31, 2020:

Intangible assets:	June 30, 2021		December 31, 2020
In-place lease intangibles	$	10,180,070	$	11,635,323
Lease origination costs	3,997,823		3,946,636
Lease inducements	1,708,038		1,708,038
Above-market lease intangibles	5,753		5,753
Total intangible assets	15,891,684		17,295,750
Accumulated amortization:
In-place lease intangibles	(6,362,579)		(5,586,764)
Lease origination costs	(690,462)		(521,929)
Lease inducements	(406,900)		(280,128)
Above-market lease intangibles	(5,753)		(5,753)
Total accumulated amortization	(7,465,694)		(6,394,574)
Intangible assets, net	$	8,425,990	$	10,901,176
Intangible liabilities:
Below-market lease intangibles	$	(100,466)	$	(94,501)
Accumulated amortization	43,025		24,637
Intangible liabilities, net	$	(57,441)	$	(69,864)

The weighted average amortization periods of the acquired in-place lease intangibles, above-market lease intangibles and below-market lease intangibles is 30 months.

The following table details the Company's future amortization of intangible assets:

	Amortization
For the remainder of 2021	$	1,190,543
2022	2,135,090
2023	1,691,718
2024	1,244,582
2025	1,023,872
Thereafter	1,140,185
Total	$	8,425,990

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6. Investments in Real Estate-Related Loans and Securities

During the six months ended June 30, 2021, the Company sold $3.9 million of floating-rate CMBS, received principal payments of $0.2 million on floating-rate CMBS and recognized a gain of $1.0 million as a result of the sales. For the six months ended June 30, 2021, the Company recognized $0.3 million of interest income related to such floating-rate CMBS.

During the six months ended June 30, 2020, the Company invested $29.4 million into floating-rate CMBS and recognized $0.4 million of interest income related to such floating-rate CMBS.

The following table details the Company's CMBS activity for the six months ended June 30, 2021:

Investment	Collateral	Interest Rate(1)	Maturity Date	Payment Terms	Trade Date	Face Amount		Beginning Balance 12/31/20		Purchases		Sales / Principal Payments		Unrealized Gain / (Loss)(2)		Ending Balance 6/30/21		Realized Gain / (Loss)(3)
BX 2020 BXLP G	Industrial Paper	L+2.50%	12/15/29	Principal due at maturity	01/23/20	$	5,827,000	$	5,727,361	$	—	$	(166,637)	$	126,545	$	5,687,269	—
CGDB 2019 MOB F	Medical Office Mortgage Loans	L+2.55%	11/15/36	Principal due at maturity	02/04/20	4,000,000		3,861,200		—		—		87,200		3,948,400		—
BX 2019 IMC G	International Markets Center and AmericasMart Atlanta	L+3.60%	4/15/34	Principal due at maturity	03/19/20	3,700,000		3,320,380		—		—		328,930		3,649,310		—
BHMS 2018 ATLS D	Atlantis Paradise Island Resort	L+2.25%	7/15/35	Principal due at maturity	03/20/20	1,998,000		1,960,837		—		(699,300)		(261,338)		1,000,199		289,710
BHMS 2018 ATLS E	Atlantis Paradise Island Resort	L+3.00%	7/15/35	Principal due at maturity	03/30/20	1,550,000		1,505,980		—		—		41,075		1,547,055		—
BX 2020 VIVA D	MGM Grand and Mandalay Bay Resort and Casino Las Vegas	3.67%	3/9/44	Principal due at maturity	05/05/20	3,287,374		3,285,402		—		(2,745,925)		(539,477)		—		570,470
BX 2020 VIVA E	MGM Grand and Mandalay Bay Resort and Casino Las Vegas	3.67%	3/9/44	Principal due at maturity	05/05/20	2,319,018		2,193,095		—		(446,786)		8,684		1,754,993		120,485
CGCMT 2020-WSS F	WoodSpring Suites Extended Stay Hotel	L+2.71%	2/16/27	Principal due at maturity	07/08/20	3,160,000		2,859,340		—		—		124,682		2,984,022		—
						$	25,841,392	$	24,713,595	$	—	$	(4,058,648)	$	(83,699)	$	20,571,248	$	980,665

(1)	The term "L" refers to the one-month US dollar-denominated London Interbank Offer Rate ("LIBOR"). As of June 30, 2021 and December 31, 2020, one-month LIBOR was equal to 0.10% and 0.14%, respectively.
(2)	Unrealized gain/loss on debt security investments are determined using price quotations provided by independent third party valuation firms and are included in other income (expense) on the consolidated statement of operations.
(3)	Realized gain/loss is included in other income (expense) on the consolidated statement of operations.

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The following table details the Company's CMBS activity for the six months ended June 30, 2020:

Investment	Collateral	Interest Rate(1)	Maturity Date	Payment Terms	Trade Date	Face Amount		Beginning Balance 12/31/19		Purchases		Sales / Principal Payments		Unrealized Gain / (Loss)(2)		Ending Balance 6/30/20		Realized Gain / (Loss)(3)
BX 2020 BXLP G	Industrial Paper	L+2.50%	12/15/29	Principal due at maturity	01/23/20	$	10,827,000	$	—	$	10,827,000	$	—	$	(487,215)	$	10,339,785	—
CGDB 2019 MOB F	Medical Office Mortgage Loans	L+2.55%	11/15/36	Principal due at maturity	02/04/20	4,000,000		—		4,005,000		—		(264,600)		3,740,400		—
BXMT 2020 FL 2	Commercial Real Estate Collateralized Loan Obligation	L+1.95%	2/16/37	Principal due at maturity	01/31/20	4,000,000		—		4,000,000		—		(359,168)		3,640,832		—
BX 2019 IMC G	International Markets Center and AmericasMart Atlanta	L+3.60%	4/15/34	Principal due at maturity	03/19/20	3,700,000		—		2,493,923		—		493,841		2,987,764		—
BHMS 2018 ATLS D	Atlantis Paradise Island Resort	L+2.25%	7/15/35	Principal due at maturity	03/20/20	1,998,000		—		1,399,098		—		347,526		1,746,624		—
BHMS 2018 ATLS E	Atlantis Paradise Island Resort	L+3.00%	7/15/35	Principal due at maturity	03/30/20	1,550,000		—		999,750		—		314,259		1,314,009		—
BX 2020 VIVA D	MGM Grand and Mandalay Bay Resort and Casino Las Vegas	3.67%	3/9/44	Principal due at maturity	05/05/20	4,680,982		—		3,901,172		—		288,602		4,189,774		—
BX 2020 VIVA E	MGM Grand and Mandalay Bay Resort and Casino Las Vegas	3.67%	3/9/44	Principal due at maturity	05/05/20	2,319,018		—		1,787,375		—		187,990		1,975,365		—
						$	33,075,000	$	—	$	29,413,318	$	—	$	521,235	$	29,934,553	—

(1)	The term "L" refers to the one-month US dollar-denominated London Interbank Offer Rate ("LIBOR"). As of June 30, 2020 and December 31, 2019, one-month LIBOR was equal to 0.16% and 1.76%, respectively.
(2)	Unrealized gain/loss on debt security investments are determined using price quotations provided by independent third party valuation firms and are included in other income (expense) on the consolidated statement of operations.
(3)	Realized gain/loss is included in other income (expense) on the consolidated statement of operations.

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The following table details the Company's real estate-related loan investments as of June 30, 2021 and December 31, 2020:

						As of June 30, 2021
Investment	Collateral	Interest Rate(1)	Maturity Date	Payment Terms(2)	Prior Liens	Face Amount		Unamortized Discount/Origination Fees		Carrying Amount
Atlantis Mezzanine Loan	Atlantis Paradise Island Resort	L+6.67%	July 2022	Principal due at maturity	$1.525 billion(3)	$	25,000,000	$	—	$	25,000,000
IMC/AMC Bond Investment	International Markets Center AmericasMart Atlanta	L+6.15%	December 2023	Principal due at maturity	$1.643 billion(4)	25,000,000		(206,666)		24,793,334
111 Montgomery	The 111 Montgomery Street Condominium Brooklyn, New York	L+7.00%	February 2024	Principal due at maturity	none	2,729,835		(39,575)		2,690,260
The Avery Senior Loan	The Avery Condominium San Francisco, California	L+7.30%	February 2024	Principal due at maturity	none	8,981,021		(95,249)		8,885,772
The Avery Mezzanine Loan	The Avery Condominium San Francisco, California	L+12.50%	February 2024	Principal due at maturity	$200.1 million(5)	2,044,580		(21,366)		2,023,214
						$	63,755,436	$	(362,856)	$	63,392,580

						As of December 31, 2020
Investment	Collateral	Interest Rate(1)	Maturity Date	Payment Terms(2)	Prior Liens	Face Amount		Unamortized Discount		Carrying Amount
Atlantis Mezzanine Loan	Atlantis Paradise Island Resort	L+6.67%	July 2021	Principal due at maturity	$1.525 billion(3)	$	25,000,000	$	—	$	25,000,000
IMC/AMC Bond Investment	International Markets Center AmericasMart Atlanta	L+6.15%	December 2023	Principal due at maturity	$1.643 billion(4)	25,000,000		(249,029)		24,750,971
						$	50,000,000	$	(249,029)	$	49,750,971

(1)	The term "L" refers to the one-month US dollar-denominated London Interbank Offer Rate ("LIBOR"). As of June 30, 2021 and December 31, 2020, one-month LIBOR was equal to 0.10% and 0.14%, respectively.
(2)	Neither investment is subject to delinquent principal or interest as of June 30, 2021 or December 31, 2020.
(3)	The Atlantis Mezzanine Loan is subordinate to a first mortgage loan of $1.20 billion and a $325 million senior mezzanine loan.
(4)	The IMC / AMC Bond Investment is subordinate to a $1.15 billion first mortgage on properties owned by IMC and a $493 million first mortgage on properties owned by AMC.
(5)	The Avery Mezzanine Loan is subordinate to an Oaktree Capital Management first mortgage commitment of $200.1 million.

On February 2, 2021, the Company funded $4.1 million to acquire a first mortgage loan investment (the "Montgomery Loan") in the 111 Montgomery Condominium, a 156 unit condominium tower located in Brooklyn, New York. The Montgomery Loan is secured by the 111 Montgomery Condominium development and bears interest at a floating rate of 7.0% over the one-month LIBOR).

On February 21, 2021, the Company funded $10.3 million to acquire a first mortgage loan investment (the "Avery Senior Loan") in the Avery Condominium, a 548 unit condominium and luxury apartment tower located in San Francisco, California. The Avery Senior Loan is secured by the Avery Condominium development and bears interest at a floating rate of 7.3% over the one-month LIBOR.

On February 21, 2021, the Company funded $2.3 million to acquire a mezzanine mortgage loan investment (the "Avery Mezzanine Loan") in the Avery Condominium, a 548 unit condominium and luxury apartment tower located in San Francisco, California. The Avery Mezzanine Loan is secured by the Avery Condominium development and bears interest at a floating rate of 12.5% over the one-month LIBOR.

On June 14, 2019, the Company acquired a $25 million principal amount of a second loss mezzanine loan (the “Atlantis Mezzanine Loan”) by assuming ownership of a special purpose vehicle from an affiliate of Oaktree and contemporaneously borrowed under the Company’s Line of Credit to finance the investment. The Atlantis Mezzanine Loan is secured by the equity interests of the entity owning Atlantis Paradise Island Resort, a 2,917 room oceanfront resort located on Paradise Island in the Bahamas.

On July 8, 2021, the borrower on the Atlantis Mezzanine Loan exercised the option to extend the initial maturity of the loan by 12 months from July 2021 to July 2022. The borrower continues to have the option to extend the maturity of the loan by three additional 12-month periods, provided there has not been an event of default. The Atlantis Mezzanine Loan bears interest at a

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floating rate of 6.67% over the one-month LIBOR, subject to an interest rate increase in the event the borrower exercises its fourth 12-month extension option.

On September 4, 2019, the Company acquired a $25 million principal amount of bonds (the “IMC/AMC Bond Investment”) collateralized by a term loan (the “Term Loan”) by assuming ownership of a special purpose vehicle from an affiliate of Oaktree and contemporaneously borrowed $25 million under the Company’s Line of Credit to finance the investment. The Term Loan is cross-collateralized by and senior to equity interests of the owners in International Markets Center (“IMC”) and AmericasMart Atlanta (“AMC”). IMC and AMC are two of the leading national furniture showroom companies with a combined 14.4 million square feet of showroom space located in Las Vegas, Nevada, High Point, North Carolina and Atlanta, Georgia. The Term Loan matures in December 2023. The IMC/AMC Bond Investment bears interest at a floating rate of 6.15% over the one-month London Interbank Offered Rate.

7. Accounts and Other Receivables and Other Assets

The following table summarizes the components of accounts and other receivables and other assets as of June 30, 2021 and December 31, 2020:

Receivables	June 30, 2021		December 31, 2020
Accounts receivable	$	1,181,033	$	949,714
Straight-line rent receivable	2,069,543		1,954,662
Interest receivable	403,073		325,602
Allowance for doubtful accounts	(218,437)		(155,519)
Total accounts and other receivables, net	$	3,435,212	$	3,074,459
Other assets	June 30, 2021		December 31, 2020
Deposits	$	472,380	$	474,306
Prepaid expenses	595,624		545,441
Capitalized fees, net	97,894		86,000
Total other assets	$	1,165,898	$	1,105,747

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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 June 30, 2021 and December 31, 2020:

	June 30, 2021		December 31, 2020
Real estate taxes payable	$	1,179,872	$	624,961
Accounts payable and accrued expenses	2,138,750		2,322,523
Prepaid rent	752,215		1,007,729
Accrued interest expense	399,708		326,586
Tenant security deposits	656,778		632,837
Derivative(1)	222,542		626,224
Distribution payable	828,618		768,521
Total accounts payable, accrued expenses and other liabilities	$	6,178,483	$	6,309,381

(1) This derivative relates to an interest rate swap on the Two Liberty mortgage loan. The notional amount of the swap is $33,800,000 and the termination date is August 20, 2024. Two Liberty receives a floating rate of one-month USD LIBOR and pays a fixed rate of 0.7225%.

9. Mortgage Loans

The following table summarizes the components of mortgage loans as of June 30, 2021 and December 31, 2020:

			Principal Balance Outstanding
Indebtedness	Interest Rate(1)	Maturity Date	June 30, 2021		December 31, 2020
Anzio Apartments mortgage loan	L + 1.59%	April 2029	$	44,400,000	$	44,400,000
Two Liberty Center mortgage loan(2)	L + 1.50%	August 2024	62,085,155		61,971,000
Ezlyn mortgage loan	3.38%	December 2026	53,040,000		53,040,000
Lakes mortgage loan(2)	L + 1.55%	February 2025	25,196,563		25,202,380
Arbors mortgage loan(3)	SOFR + 2.24%	January 2031	45,950,000		45,950,000
Total mortgage loans			230,671,718		230,563,380
Less: deferred financing costs, net			(1,217,743)		(1,376,424)
Mortgage loans, net			$	229,453,975	$	229,186,956

(1)	The term "L" refers to the one-month US dollar-denominated LIBOR. As of June 30, 2021 and December 31, 2020, one-month LIBOR was equal to 0.10% and 0.14%, respectively.
(2)	The mortgage loans are subject to customary terms and conditions, and the respective joint venture was in compliance with all financial covenants it is subject to under the mortgage loan as of June 30, 2021.
(3)	The term "SOFR" refers to the Secured Overnight Financing Rate. As of June 30, 2021 and December 31, 2020, the SOFR was 0.05% and 0.08%, respectively.

The following table presents the future principal payments due under the Company's mortgage loans as of June 30, 2021:

Year	Amount
For the remainder of 2021	$	—
2022	—
2023	—
2024	62,085,155
2025	25,196,563
Thereafter	143,390,000
Total	$	230,671,718

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10. Related Party Transactions

The Company has entered into an advisory agreement with the Adviser. Pursuant to the advisory agreement between the Company and the Adviser, the Adviser is responsible for sourcing, evaluating and monitoring the Company’s investment opportunities and making decisions related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s investment objectives, guidelines, policies and limitations, subject to oversight by the Company’s board of directors.

Related Party Investor

During the six months ended June 30, 2021, Oaktree Real Estate Income Corporation, an investment vehicle for non-U.S. investors managed by an affiliate of our Adviser, invested $9.8 million in the Company utilizing a special fund vehicle. The investments were made in a private offering of Class C shares.

Credit Agreement

On June 5, 2020, the Company entered into a line of credit (the “Credit Agreement”) with Oaktree Fund GP I, L.P. (“Lender”), an affiliate of the Company’s sponsor, Oaktree, providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of $125 million. The Credit Agreement was set to expire on June 30, 2021 but was extended in June 2021 to June 30, 2022 with no other changes in terms. Borrowings under the Credit Agreement will bear interest at a rate of the then-current rate offered by a third-party lender, or, if no such rate is available, LIBOR plus 2.25%. Each advance under the Credit Agreement is repayable on the earliest of (i) Lender’s demand, (ii) the stated expiration of the Credit Agreement, and (iii) the date on which Oaktree Fund Advisors, LLC or an affiliate thereof no longer acts as the Company’s investment adviser; provided that the Company will have 180 days to make such repayment in the event of clauses (i) and (ii) and 45 days to make such repayment in the event of clause (iii). To the extent the Company has not repaid all loans and other obligations under the Credit Agreement after a repayment event has occurred, the Company is obligated to apply the net cash proceeds from its public offering and any sale or other disposition of assets to the repayment of such loans and other obligations; provided that the Company will be permitted to (x) make payments to fulfill any repurchase requests pursuant to its share repurchase plan, (y) use funds to close any acquisition of property which the Company committed to prior to receiving a demand notice and (z) make quarterly distributions to its stockholders at per share levels consistent with the immediately preceding fiscal quarter and as otherwise required for it to maintain its REIT status. The Credit Agreement also permits voluntary prepayment of principal and accrued interest without any penalty other than customary LIBOR breakage costs. The Credit Agreement contains customary events of default. As is customary in such financings, if an event of default occurs under the Credit Agreement, Lender may accelerate the repayment of amounts outstanding under the Credit Agreement and exercise other remedies subject, in certain instances, to the expiration of an applicable cure period. As of June 30, 2021, the Company did not have any borrowings outstanding under the Credit Agreement.

On June 29, 2021, the Lender approved a 12-month extension of the expiration of the Credit Agreement to June 30, 2022.

Management Fee

Certain affiliates of the Company, including the Adviser, will receive fees and compensation in connection with the offering and ongoing management of the assets of the Company. The Adviser agreed to waive its management fee from December 6, 2019 through June 6, 2020. Beginning June 7, 2020, the Adviser has been paid a management fee equal to 1.00% of NAV per annum, payable monthly in arrears. The management fee is payable, at the Adviser’s election, in cash or Class I shares. For the three and six months ended June 30, 2021, the Company recorded $0.6 million and $1.1 million, respectively, in Adviser management fees, all of which the Adviser elected to receive in Class I shares. For the three and six months ended June 30, 2020, the Company recorded $0.1 million in Adviser management fees, all of which the Adviser elected to receive in Class I shares.

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 mortgage servicing, 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. As of June 30, 2021, the Company had not retained an affiliate of the Adviser for any such services.

Performance Fee

The Company will pay the Adviser a performance fee equal to 12.5% of the annual Total Return, subject to a 5% annual Hurdle Amount (each term as defined in the advisory agreement) and a high water mark, with a catch-up. Such performance fee will be made annually and accrue monthly. For the three and six months ended June 30, 2021, the Company incurred performance fees

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of $0.7 million and $1.3 million, respectively. For the three and six months ended June 30, 2020, the Company accrued performance fees of $0.2 million and $1.0 million, respectively.

Due to Affiliates

Due to affiliates of $17.5 million as of June 30, 2021 consisted primarily of $5.9 million due to Oaktree for reimbursement of organizational and offering costs, $0.4 million due to the Adviser for management fees, $9.9 million due to Oaktree for share repurchases and $1.3 million due to the Adviser for performance fees. Due to affiliates of $12.1 million as of December 31, 2020 consisted of $0.9 million due to Oaktree for reimbursement of operating expenses, $5.7 million due to Oaktree for reimbursement of organizational and offering costs, $0.4 million due to the Adviser for management fees, $2.7 million due to Oaktree for share repurchases and $2.4 million due to Oaktree for performance fees.

Repurchase Arrangement for Oaktree Investor

On September 11, 2019, the board of directors of the Company, including a majority of the independent directors, adopted an arrangement to repurchase shares of the Company’s Class I common stock that Oaktree Fund GP I, L.P. (the “Oaktree Investor”), an affiliate of the Company’s sponsor, acquired in the Company’s initial public offering. The board of directors approved the repurchase arrangement in recognition of the Oaktree Investor’s subscription 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, met the escrow minimum offering amount.

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 Oaktree) to the Company in connection with the sale of shares of the Company’s common stock.

Under the repurchase arrangement, 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 six months ended June 30, 2021 and 2020, the Company repurchased 5,130,450 and 903,345 Class I shares, respectively, from the Oaktree Investor at a price of $10.00 per share. As of June 30, 2021, the Oaktree Investor held 1,055,947 of the Company's outstanding Class I shares.

Other than the Monthly Repurchase Amount limitation, the share repurchase arrangement for the Oaktree Investor is not subject to any volume limitations, including those in the Company’s existing share repurchase plan. Notwithstanding the foregoing, no repurchase offer will be made to the Oaktree Investor for any month in which (1) the 2% monthly or 5% quarterly repurchase limitations in the Company’s existing share repurchase plan have been decreased or (2) the full amount of all shares requested to be repurchased under the Company’s existing share repurchase plan is not repurchased. Additionally, the Company may elect not to offer to repurchase shares from the Oaktree Investor, or may offer to purchase less than the Monthly Repurchase Amount, if, in its judgment, the Company determines that offering to repurchase the full Monthly Repurchase Amount would place an undue burden on its liquidity, adversely affect its operations or risk having an adverse impact on the Company as a whole. Further, the Company’s board of directors may modify, suspend or terminate this share repurchase arrangement if it deems such action to be in the Company’s best interests and the best interests of the Company’s stockholders. The Oaktree Investor will not request that its shares be repurchased under the Company’s existing share repurchase plan. Under the Company’s charter, the Oaktree Investor may not vote on the removal of any of its affiliates (including the Adviser), and may not vote regarding any transaction between the Company and Oaktree or any of its affiliates.

See Note 14, Subsequent Events, for a discussion of Entry into Adviser Transition Agreement.

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11. Stockholder’s Equity

Authorized Capital

The Company is authorized to issue up to $1,747,644,300 in its primary offering. The Company is selling any combination of the 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 and ongoing stockholder servicing fees. The Company is also offering Class C shares in a private offering. Other than the differences in upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees, each class of common stock has the same economic and voting rights.

As of June 30, 2021 and December 31, 2020, the Company had authority to issue 1,050,000,000 shares, consisting of the following:

Classification	No. of Authorized Shares	Par Value Per Share
Preferred stock	50,000,000	$	0.01
Class T common stock	250,000,000	$	0.01
Class S common stock	250,000,000	$	0.01
Class D common stock	125,000,000	$	0.01
Class C common stock	125,000,000	$	0.01
Class I common stock	250,000,000	$	0.01
	1,050,000,000

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Distributions

Beginning December 31, 2019, the Company declared monthly distributions for each class of its common stock, which are generally paid approximately 20 days after month-end. Class S shares and Class I shares received the same aggregate gross distribution per share, which was $0.7114 per share since inception through June 30, 2021. The net distribution varies for each class based on the applicable stockholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the applicable distributor.

The following table details the net distribution for each of our share classes as of June 30, 2021:  

Declaration Date	Class S Shares		Class I Shares		Class C Shares		Class T Shares		Class D Shares
December 31, 2019	$	0.0189	$	0.0250	$	—	$	—	$	—
January 30, 2020	0.0222		0.0294		—		—		—
February 27, 2020	0.0272		0.0341		—		—		—
March 30, 2020	0.0267		0.0341		—		—		—
April 30, 2020	0.0272		0.0344		—		—		—
May 29, 2020	0.0288		0.0361		—		—		—
June 30, 2020	0.0293		0.0365		—		—		—
July 30, 2020	0.0291		0.0365		—		—		—
August 28, 2020	0.0293		0.0367		—		—		—
September 29, 2020	0.0295		0.0367		—		—		—
October 29, 2020	0.0294		0.0369		—		—		—
November 25, 2020	0.0320		0.0392		—		—		—
December 30, 2020	0.0342		0.0417		—		—		—
January 28, 2021	0.0344		0.0420		—		—		—
February 25, 2021	0.0352		0.0420		—		—		—
March 30, 2021	0.0346		0.0422		0.0422		—		—
April 29, 2021	0.0348		0.0422		0.0422		—		—
May 27, 2021	0.0350		0.0427		0.0427		—		—
June 29, 2021	0.0355		0.0430		0.0430		—		—
Total	$	0.5733	$	0.7114	$	0.1701	$	—	$	—

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 June 30, 2021, 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. Segment Reporting

The Company operates in three reportable segments: multifamily properties, office properties, real estate-related loans and securities. 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.

The following table sets forth the total assets by segment:

	June 30, 2021		December 31, 2020
Multifamily	$	201,705,025	$	204,408,015
Office	128,094,720		134,521,921
Real estate-related loans and securities	83,963,828		74,464,566
Other (Corporate)	33,835,615		27,479,107
Total assets	$	447,599,188	$	440,873,609

The following table sets forth the financial results by segment for the three months ended June 30, 2021:

	Multifamily		Office		Real Estate-Related Loans and Securities		Total
Revenues:
Rental revenues	$	4,343,804	$	3,092,137	$	—	$	7,435,941
Other revenues	332,773		150,726		—		483,499
Total revenues	4,676,577		3,242,863		—		7,919,440
Expenses:
Rental property operating	2,137,288		1,291,528		—		3,428,816
Total rental operating expenses	2,137,288		1,291,528		—		3,428,816
Income from real estate-related loans and securities	—		—		1,352,252		1,352,252
Realized gain on investments	—		—		—		—
Unrealized gain on investments	10,457		—		321,953		332,410
Segment net operating income	$	2,549,746	$	1,951,335	$	1,674,205	$	6,175,286
Depreciation and amortization	$	2,089,587	$	1,698,656	$	—	$	3,788,243
General and administrative expenses							1,051,762
Management fee							569,389
Performance fee							687,265
Interest expense							1,402,408
Net loss							(1,323,781)
Net loss attributable to non-controlling interests							63,992
Net loss attributable to stockholders							$	(1,259,789)

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The following table sets forth the financial results by segment for the six months ended June 30, 2021:

	Multifamily		Office		Real Estate-Related Loans and Securities		Total
Revenues:
Rental revenues	$	8,585,211	$	6,081,778	$	—	$	14,666,989
Other revenues	611,024		253,919		—		864,943
Total revenues	9,196,235		6,335,697		—		15,531,932
Expenses:
Rental property operating	4,133,814		2,610,029		—		6,743,843
Total rental operating expenses	4,133,814		2,610,029		—		6,743,843
Income from real estate-related loans and securities	—		—		2,554,585		2,554,585
Realized gain on investments	—		—		980,665		980,665
Unrealized gain (loss) on investments	403,682		—		(83,699)		319,983
Segment net operating income	$	5,466,103	$	3,725,668	$	3,451,551	$	12,643,322
Depreciation and amortization	$	4,673,736	$	3,438,993	$	—	$	8,112,729
General and administrative expenses							2,067,560
Management fee							1,123,438
Performance fee							1,261,088
Interest expense							2,774,865
Net loss							(2,696,358)
Net loss attributable to non-controlling interests							189,270
Net loss attributable to stockholders							$	(2,507,088)

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The following table sets forth the financial results by segment for the three months ended June 30, 2020:

	Multifamily		Office		Real Estate-Related Loans and Securities		Total
Revenues:
Rental revenues	$	2,729,859	$	3,215,473	$	—	$	5,945,332
Other revenues	80,608		178,080		—		258,688
Total revenues	2,810,467		3,393,553		—		6,204,020
Expenses:
Rental property operating	1,272,817		1,197,338		—		2,470,155
Total rental operating expenses	1,272,817		1,197,338		—		2,470,155
Income from real estate-related loans and securities	—		—		1,338,053		1,338,053
Unrealized (loss) gain on investments	—		(279,383)		1,817,009		1,537,626
Segment net operating income	$	1,537,650	$	1,916,832	$	3,155,062	$	6,609,544
Depreciation and amortization	$	1,846,889	$	1,929,263	$	—	$	3,776,152
General and administrative expenses							739,397
Management fee							130,990
Performance fee							186,679
Interest expense							1,206,036
Net income							570,290
Net loss attributable to non-controlling interests							110,054
Net income attributable to stockholders							$	680,344

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The following table sets forth the financial results by segment for the six months ended June 30, 2020:

	Multifamily		Office		Real Estate-Related Loans and Securities		Total
Revenues:
Rental revenues	$	5,396,680	$	5,962,713	$	—	$	11,359,393
Other revenues	223,235		362,203		—		585,438
Total revenues	5,619,915		6,324,916		—		11,944,831
Expenses:
Rental property operating	2,291,119		2,195,640		—		4,486,759
Total rental operating expenses	2,291,119		2,195,640		—		4,486,759
Income from real estate-related loans and securities	—		—		2,691,680		2,691,680
Unrealized (loss) gain on investments	—		(784,302)		521,235		(263,067)
Segment net operating income	$	3,328,796	$	3,344,974	$	3,212,915	$	9,886,685
Depreciation and amortization	$	3,699,891	$	3,465,926	$	—	$	7,165,817
General and administrative expenses							1,389,976
Management fee							130,990
Performance fee							998,328
Interest expense							2,622,323
Net loss							(2,420,749)
Net loss attributable to non-controlling interests							214,648
Net loss attributable to stockholders							$	(2,206,101)

14. Subsequent Events

The Company has evaluated events from June 30, 2021 through the date the financial statements were issued.

Entry into Adviser Transition Agreement

On July 15, 2021, Oaktree Real Estate Income Trust, Inc. (the “Company”) entered into an adviser transition agreement (the “Adviser Transition Agreement”) with Oaktree Fund Advisors, LLC (the “Oaktree Adviser”) and Brookfield REIT Adviser LLC (the “Brookfield Adviser”), an affiliate of Brookfield Asset Management Inc. (together with its affiliates, “Brookfield”), pursuant to which (i) the Company will accept the resignation of the Oaktree Adviser as its external adviser under the current advisory agreement between the Company and the Oaktree Adviser (the “Existing Advisory Agreement”), and (ii) the Company will enter into a new advisory agreement with the Brookfield Adviser (the “New Advisory Agreement”), in each case, subject to the conditions of the Adviser Transition Agreement, to become effective as of the date and time (the “Transaction Effective Date”) that the U.S. Securities and Exchange Commission (the “SEC”) declares effective the Company’s registration statement on Form S-11 (File No. 333-255557) for its follow-on public offering (the “Follow-on Offering”) (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”). The

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Oaktree Adviser is expected to continue as sub-adviser with respect to certain of the Company’s existing investments as well as the Company’s liquid securities portfolio following the Adviser Transition, as more fully described below.

In addition, among other terms, the Adviser Transition Agreement contemplates:

•Name Change: Changing the Company’s name from “Oaktree Real Estate Income Trust, Inc.” to “Brookfield Real Estate Income Trust Inc.” on the Transaction Effective Date;

•New Share Class: The filing of Articles Supplementary to the Company’s charter designating a new class of common stock as Class E shares;

•Operating Partnership: Converting from the Company’s current organizational structure into an Umbrella Partnership Real Estate Investment Trust (“UPREIT”) on or before the Transaction Effective Date, which means that the Company will own substantially all of its assets through Oaktree Real Estate Income Trust Holding, L.P. (the “Operating Partnership”), an existing subsidiary of the Company that will be governed by a new limited partnership agreement;

•New Advisory Agreement: Entering into the New Advisory Agreement on the Transaction Effective Date, the terms of which will be generally consistent with the Existing Advisory Agreement, provided that (i) the management fee payable to the Brookfield Adviser will equal 1.25% of the net asset value (“NAV”) for the Company’s Class T, Class S, Class D, Class I and Class C shares per annum payable monthly (the Company will not pay the Brookfield Adviser a management fee with respect to the Class E shares), (ii) the performance fees currently payable to the Oaktree Adviser under the Existing Advisory Agreement will be replaced with a performance participation interest in the Operating Partnership held by a Brookfield affiliate and (iii) the Brookfield Adviser will be entitled to reimbursement for administrative service expenses on the Company’s behalf;

•Reimbursement of Expenses: That the Brookfield Adviser purchase on the Transaction Effective Date the Oaktree Adviser’s receivables related to the organization and offering expenses previously incurred by the Oaktree Adviser on the Company’s behalf and thereafter advance all of the Company’s organization and offering expenses on the Company’s behalf (other than upfront selling commissions, dealer manager fees and stockholder servicing fees) through July 6, 2022. The Company will reimburse the Brookfield Adviser for all such advanced expenses ratably over the 60 months following July 6, 2022. In addition, the Brookfield Adviser will be entitled to reimbursement of out-of-pocket expenses incurred by the Brookfield Adviser on behalf of the Company and the Operating Partnership prior to the Transaction Effective Date, subject to the same reimbursement schedule for organization and offering expenses described above;

•Sub-Advisory Agreement: Entering into a sub-advisory agreement with the Oaktree Adviser on the Transaction Effective Date, pursuant to which the Oaktree Adviser will manage certain of the Company’s real estate properties (the “Equity Option Investments”) and real estate-related debt investments (the “Debt Option Investments” and, together with the Equity Option Investments, the “Oaktree Option Investments”) that the Company acquired prior to entering into the Adviser Transition Agreement;

•Brookfield Contribution: That Brookfield will use its commercially reasonable efforts to, on or within a reasonable period of time following the Transaction Effective Date, contribute to the Company interests in certain high quality, income-producing real property investments, including a multifamily property in Kissimmee, Florida, a multifamily property in Nashville, Tennessee, and a minority joint venture interest in an office property located in London, United Kingdom, which interests are expected to have a gross unlevered value of over $400 million (with an expected equity contribution value of over $180 million) (collectively the “Brookfield Portfolio”). The aggregate consideration payable for such assets will be equal to the value of the Brookfield Portfolio based on an appraisal from Altus Group U.S. Inc. to be obtained as of a recent date prior to the contribution, to be paid in the form of (i) the assumption of certain debt related to the Brookfield Portfolio and (ii) the issuance to Brookfield or one or more of its affiliates of a number of the Company’s Class I shares, Class E shares or Operating Partnership units, or any combination thereof, equal to the appraised value minus the fair value of debt assumed by the Company or the Operating Partnership, with the value of such Class I shares, Class E shares or Operating Partnership units based on the Company’s most recently determined NAV or the most recently determined NAV of the Operating Partnership, as applicable, immediately prior to the completion of the contributions. These proposed contributions are collectively referred to as the “Brookfield Contributions.” However, Brookfield is not obligated to contribute any of the assets in the Brookfield Portfolio to the extent that Brookfield determines in good faith that making such contribution at such time and such valuation would

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not be in the Company’s best interest or the best interest of the Brookfield affiliate that owns the applicable asset, and thus, there can be no assurance that the Brookfield Contributions will take place as contemplated or at all;

•Certain Dispositions: The sale (i) on the Transaction Effective Date to an investment vehicle managed by the Oaktree Adviser or one or more of its affiliates all of the Company’s interests in the Atlantis Mezzanine Loan and the Ezlyn Joint Venture investments at a price equal to the aggregate fair value of such investments, as determined in connection with the Company’s most recently determined NAV immediately prior to the closing of such purchase and (ii) on or prior to the Transaction Effective Date, of the Company’s investments in Atlantis Paradise Island Resort commercial mortgage-backed securities (BHMS 2018 – ATLS D and BHMS 2018 – ATLS E) and the Company’s debt investment in Woodspring (CGCMT 2020-WSS F) in their entirety (collectively, the “Dispositions”);

•Option Investments Purchase Agreement: Entering into an Option Investments Purchase Agreement with the Oaktree Adviser or its affiliate on the Transaction Effective Date, pursuant to which the Oaktree Adviser or its affiliate will have the right to purchase the Operating Partnership’s entire interest in all of the Equity Option Investments or all of the Debt Option Investments, or both, for a period of 12 months following the earlier of (i) 18 months after the date upon which the Adviser Transition is completed and (ii) the date on which the Company notifies the Oaktree Adviser that it has issued in the aggregate $1 billion of its common stock to non-affiliates after the date the Adviser Transition is completed at a price equal to the fair value of the applicable Option Investments, as determined in connection with the Company’s most recently determined NAV immediately prior to the closing of such purchase;

•New Dealer Manager: Entering into a new dealer manager agreement with Brookfield Oaktree Wealth Solutions, LLC (“BOWS”), an affiliate of Brookfield and the Brookfield Adviser, on the Transaction Effective Date, pursuant to which BOWS will serve as the dealer manager for the Follow-on Offering;

•Waiver of Early Repurchase Deduction: Waiving the early repurchase deduction with respect to the Company’s share repurchase plan from the date of the Adviser Transition Agreement through the Transaction Effective Date;

•Tender Offer: That the Company conduct a tender offer (the “Tender Offer”) for up to $150 million of common stock only in the event that repurchase requests under the Company’s share repurchase plan exceed either (i) 5% of the Company’s NAV during either the July 2021 or August 2021 monthly repurchase periods, for which repurchase requests must be submitted by 4:00 p.m. ET on July 29, 2021 or August 30, 2021, respectively, or (ii) 8% of NAV for the July 2021 and August 2021 monthly repurchase periods combined, for which the same repurchase request deadlines apply (each, a “Trigger Event”);

•Commitment Agreement: Entering into a Commitment Agreement, which was entered into on July 15, 2021 (the “Commitment Agreement”), pursuant to which Brookfield agreed to purchase shares of common stock of the Company or units in the Operating Partnership, or a combination thereof, to fund the Tender Offer;

•Line of Credit: That Brookfield will enter into a line of credit with the Company on or within a reasonable time following the Transaction Effective Date on material terms substantially consistent with the Company’s current line of credit with Oaktree Fund GP I, L.P., which will terminate upon the completion of the Adviser Transition;

•Changes in Directors: The election of six new directors and the acceptance of the resignation of the seven existing directors, in each case, effective as of the Transaction Effective Date;

•Removal of Officers: The removal of the current officers of the Company, effective as of the Transaction Effective Date. It is separately contemplated that Manish Desai, the Company’s current President, will join Brookfield following the completion of the Adviser Transition and serve as the Company’s President and Chief Operating Officer; and

•Interim Period Operations: The operation of the Company in the ordinary course during the period from July 15, 2021 until the Transaction Effective Date, provided that the Company and the Oaktree Adviser will coordinate with the Brookfield Adviser on material decisions and not take certain actions (including the acquisition or disposition of investments) without the prior written consent of the Brookfield Adviser.

Status of the Offering

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As of August 16, 2021, the Company had sold an aggregate of 22,215,003 shares of its common stock (consisting of 18,232,321 Class S shares, 2,694,932 Class I shares and 1,287,750 Class C shares) in the Offering resulting in net proceeds of $229.4 million to the Company as payment for such shares.

Distributions

Subsequent to June 30, 2021, the Company declared gross distributions as follows:

Record Date	Class S		Class I		Class C		Class T		Class D
July 29, 2021	$	0.0355	$	0.0433	$	0.0433	$	—	$	—

Investments

On July 8, 2021, the borrower on the Atlantis Mezzanine Loan exercised the option to extend the initial maturity of the loan by 12 months from July 2021 to July 2022.

Subsequent to June 30, 2021, the Company sold an aggregate of $2.4 million of floating-rate CMBS.

Subsequent to June 30, 2021, the Company deposited $2.8 million for a potential real estate investment acquisition.

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References herein to “Oaktree Real Estate Income Trust,” “Oaktree REIT,” the “Company,” “we,” “us,” or “our” refer to Oaktree 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 “Risk Factors” in the Company’s Registration Statement on Form S-11 (File No. 333-223022), as amended, under Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, 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 are externally managed by Oaktree Fund Advisors, LLC (the “Adviser”), a subsidiary of Oaktree Capital Management, L.P. (together with its affiliates, “Oaktree”).

We have registered with the Securities and Exchange Commission (the “SEC”) an offering of up to $2.0 billion in shares of common stock (in any combination of purchases of Class S, Class T, Class D and Class I shares of our common stock) (the “Offering”). The share classes have different upfront selling commissions and ongoing stockholder servicing fees.

We qualified as a REIT for U.S. federal income tax purposes beginning with our taxable year ending December 31, 2019.

As of June 30, 2021, we own and operate five investments in real estate, and hold five investments in real estate-related loans and seven short-term real estate debt-related securities. We are not aware of any material trends or uncertainties, favorable or unfavorable, other than national economic conditions affecting real estate generally (including COVID-19), that may be reasonably anticipated to have a material impact on either capital resources or the revenues or income to be derived from acquiring properties or real estate-related loans.

Adviser Transition

On July 15, 2021, we entered into an adviser transition agreement (the “Adviser Transition Agreement”) with Oaktree Fund Advisors, LLC (the “Oaktree Adviser”) and Brookfield REIT Adviser LLC (the “Brookfield Adviser”), an affiliate of Brookfield Asset Management Inc. (together with its affiliates, “Brookfield”), pursuant to which (i) we will accept the resignation of the Oaktree Adviser as its external adviser under the current advisory agreement between us and the Oaktree Adviser (the “Existing Advisory Agreement”), and (ii) we will enter into a new advisory agreement with the Brookfield Adviser (the “New Advisory Agreement”), in each case, subject to the conditions of the Adviser Transition Agreement, to become effective as of the date and time (the “Transaction Effective Date”) that the U.S. Securities and Exchange Commission (the “SEC”) declares effective our registration statement on Form S-11 (File No. 333-255557) for our follow-on public offering (the “Follow-on Offering”) (together, with the related transactions authorized by our board of directors or otherwise contemplated in connection with our entry into the Adviser Transition Agreement, referred to collectively as the “Adviser Transition”). The Oaktree Adviser is expected to continue as sub-adviser with respect to certain of our existing investments as well as our liquid securities portfolio following the Adviser Transition, as more fully described below.

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On September 30, 2019, Brookfield acquired 61.2% of Oaktree’s business. Subsequently, Brookfield and Oaktree have continued to operate their respective businesses independently.

See Item 1, Note 14 to the Consolidated Financial Statements of Oaktree Real Estate Income Trust, Inc. — “Subsequent Events”for additional details on the Adviser Transition. There can be no assurance that the Adviser Transition will be consummated on the terms set forth in the Adviser Transition Agreement and the other agreements related to the Adviser Transition, or at all. Moreover, we may be subject to certain risks in connection with the Adviser Transition and related transactions. See Part II., Item 1A. Risk Factors - "We are subject to certain risks with respect to the Adviser Transition Agreement and the Adviser Transition," -"We may be subject to certain risks in connection with Brookfield's expected contribution of the Brookfield Portfolio to the Operating Partnership," -"We may be subject to certain risks in connection with the Option Investments Purchase Agreement with Oaktree" and -"Our UPREIT structure may result in potential conflicts of interest with the Operating Partnership or limited partners in the Operating Partnership whose interests may not be aligned with those of our stockholders."

COVID-19

The ongoing COVID-19 pandemic continues to adversely impact global commercial activity and has contributed to significant uncertainty and volatility in financial markets.

The global impact of the outbreak has been rapidly evolving, and has spread around the world with many countries and other jurisdictions instituting quarantines, shelter in place orders, restrictions on travel, and limiting operations of non-essential businesses in an effort to reduce the spread of infection. Among other effects, these actions have created a disruption in global supply chains, a reduction in purchases by consumers, significantly increased unemployment, a demand shock in oil prices and have adversely impacted a number of industries directly, such as transportation, hospitality and entertainment. The outbreak is expected to have a continued adverse impact on economic and market conditions and has triggered a period of global economic slowdown with no known duration. The rapid development and fluidity of this situation is without precedent in modern history and the ultimate adverse impact of the novel coronavirus at this time is unknown. Nevertheless, the COVID-19 pandemic presents material uncertainty and risk with respect to the Company’s performance and financial results, such as negative impact to occupancy, rent collections, results of operations or market values of its properties, increased costs of operations, increased risk of defaults in its portfolio of real estate debt investments, decreased availability of financing arrangements, changes in law and/or regulation, and uncertainty regarding government and regulatory policy.

COVID-19 has resulted in rent deferrals or collection issues for our properties and could also result in rent defaults and adversely affect our ability to obtain financing for future investments on attractive terms, either of which would negatively impact our results of operations, cash flows and liquidity. The economic effects of COVID-19 have not yet had a material negative impact on our net asset value, but could result in future write-downs of the fair value of our real properties or real estate-related debt investments, which would negatively impact our net asset value.

As of August 16, 2021, approximately half of the population in the United States of America had received a coronavirus vaccination. Federal, state and city governments continue to lift coronavirus-related restrictions to varying levels. As jurisdictions and businesses reopen, economic activity is expected to improve, but there is no certainty that this will be the case or that reopenings will not be rolled back due to new outbreaks of COVID-19. The Company is unable to estimate the impact the changing situation will have on its financial results at this time.

Portfolio Highlights

Our NAV per share increased for our Class I, Class S and Class C shares during the second quarter (up 2.0%, 2.3% and 1.7% from March 31, 2021, respectively). The price movement was driven by appreciation on our real property investments (particularly on our multifamily properties) and real estate-related debt investments.

There were no material acquisitions or dispositions during the quarter. As of June 30, 2021, our portfolio was invested 74% in real property, 18% in real estate-related debt and 8% in cash and cash equivalents.

Our real property investments are split between multifamily (64%) and office (36%). The Company’s leverage ratio decreased to 42% compared to 45% at the end of the first quarter of 2021.

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Q2 2021 Highlights

Operating Results:

•Raised $49.0 million of gross proceeds from our Offering and private offerings.

•Issued 4,599,068 shares of common stock consisting of 2,629,023 Class S, 1,129,604 Class I and 840,441 Class C shares.

•Reinvested dividends of $1.1 million.

•Declared gross distributions of $0.0422, $0.0427 and $0.0430 per share on April 29, May 27 and June 29, respectively.

Portfolio

Real Estate

The following table provides information regarding our portfolio of real properties as of June 30, 2021:

Investment	Location	Type	Acquisition Date	Ownership Percentage(1)	Amortized Cost Basis	Square Feet / Number of Units	Occupancy Rate(2)
Anzio Apartments	Georgia	Multifamily	April 2019	90.0%	$55,351,306	448	93%
Two Liberty Center	Virginia	Office	August 2019	96.5%	86,797,758	179,000	95%
Ezlyn	Colorado	Multifamily	December 2019	90.0%	77,562,461	332	100%
Lakes	California	Office	February 2020	95.0%	37,264,119	177,000	81%
Arbors	Texas	Multifamily	December 2020	90.0%	$62,086,797	408	96%
Total					$319,062,441

(1)	Certain of the joint venture agreements entered into by the Company provide the seller or the other partner a profits interest based on certain internal rate of return hurdles being achieved. Such investments are consolidated by us and any profits interest due to the other partner is reported within non-controlling interests.
(2)	The occupancy rate is as of June 30, 2021

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Investments in Real Estate-Related Loans and Securities

The following table details the Company's commercial mortgage backed securities for the six months ended June 30, 2021:

Investment	Collateral	Interest Rate(1)	Maturity Date	Payment Terms	Trade Date	Face Amount		Beginning Balance 12/31/20		Purchases		Sales		Unrealized Gain / (Loss)(2)		Ending Balance 3/31/21		Realized Gain / (Loss)(3)
BX 2020 BXLP G	Industrial Paper	L+2.50%	12/15/29	Principal due at maturity	01/23/20	$	5,827,000	$	5,727,361	$	—	$	(166,637)	$	126,545	$	5,687,269	—
CGDB 2019 MOB F	Medical Office Mortgage Loans	L+2.55%	11/15/36	Principal due at maturity	02/04/20	4,000,000		3,861,200		—		—		87,200		3,948,400		—
BX 2019 IMC G	International Markets Center and AmericasMart Atlanta	L+3.60%	4/15/34	Principal due at maturity	03/19/20	3,700,000		3,320,380		—		—		328,930		3,649,310		—
BHMS 2018 ATLS D	Atlantis Paradise Island Resort	L+2.25%	7/15/35	Principal due at maturity	03/20/20	1,998,000		1,960,837		—		(699,300)		(261,338)		1,000,199		289,710
BHMS 2018 ATLS E	Atlantis Paradise Island Resort	L+3.00%	7/15/35	Principal due at maturity	03/30/20	1,550,000		1,505,980		—		—		41,075		1,547,055		—
BX 2020 VIVA D	MGM Grand and Mandalay Bay Resort and Casino Las Vegas	3.67%	3/9/44	Principal due at maturity	05/05/20	3,287,374		3,285,402		—		(2,745,925)		(539,477)		—		570,470
BX 2020 VIVA E	MGM Grand and Mandalay Bay Resort and Casino Las Vegas	3.67%	3/9/44	Principal due at maturity	05/05/20	2,319,018		2,193,095		—		(446,786)		8,684		1,754,993		120,485
CGCMT 2020-WSS F	WoodSpring Suites Extended Stay Hotel	L+2.71%	2/16/27	Principal due at maturity	07/08/20	3,160,000		2,859,340		—		—		124,682		2,984,022		—
						$	25,841,392	$	24,713,595	$	—	$	(4,058,648)	$	(83,699)	$	20,571,248	980,665

(1)	The term "L" refers to the one-month US dollar-denominated London Interbank Offer Rate ("LIBOR"). As of June 30, 2021 and December 31, 2020, one-month LIBOR was equal to 0.10% and 0.14%, respectively.
(2)	Unrealized gain/loss on debt security investments are determined using price quotations provided by independent third party valuation firms and are included in other income (expense) on the consolidated statement of operations.
(3)	Realized gain/loss is included in other income (expense) on the consolidated statement of operations.

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The following tables detail the Company's real estate-related loan investments as of June 30, 2021 and December 31, 2020:

						As of June 30, 2021
Investment	Collateral	Interest Rate(1)	Maturity Date	Payment Terms(2)	Prior Liens	Face Amount		Unamortized Discount		Carrying Amount
Atlantis Mezzanine Loan	Atlantis Paradise Island Resort	L+6.67%	July 2022	Principal due at maturity	$1.525 billion(3)	$	25,000,000	$	—	$	25,000,000
IMC/AMC Bond Investment	International Markets Center AmericasMart Atlanta	L+6.15%	December 2023	Principal due at maturity	$1.643 billion(4)	25,000,000		(206,666)		24,793,334
111 Montgomery	The 111 Montgomery Street Condominium Brooklyn, New York	L+7.00%	February 2024	Principal due at maturity	none	2,729,835		(39,575)		2,690,260
The Avery Senior Loan	The Avery Condominium San Francisco, California	L+7.30%	February 2024	Principal due at maturity	none	8,981,021		(95,249)		8,885,772
The Avery Mezzanine Loan	The Avery Condominium San Francisco, California	L+12.50%	February 2024	Principal due at maturity	$200.1 million(5)	2,044,580		(21,366)		2,023,214
						$	63,755,436	$	(362,856)	$	63,392,580

						As of December 31, 2020
Investment	Collateral	Interest Rate(1)	Maturity Date	Payment Terms(2)	Prior Liens	Face Amount		Unamortized Discount		Carrying Amount
Atlantis Mezzanine Loan	Atlantis Paradise Island Resort	L+6.67%	July 2021	Principal due at maturity	$1.525 billion(3)	$	25,000,000	$	—	$	25,000,000
IMC/AMC Bond Investment	International Markets Center AmericasMart Atlanta	L+6.15%	December 2023	Principal due at maturity	$1.643 billion(4)	25,000,000		(249,029)		24,750,971
						$	50,000,000	$	(249,029)	$	49,750,971

(1)	The term "L" refers to the one-month US dollar-denominated London Interbank Offer Rate ("LIBOR"). As of June 30, 2021 and December 31, 2020, one-month LIBOR was equal to 0.10% and 0.14%, respectively.
(2)	Neither investment is subject to delinquent principal or interest as of June 30, 2021 or December 31, 2020.
(3)	The Atlantis Mezzanine Loan is subordinate to a first mortgage loan of $1.20 billion and a $325 million senior mezzanine loan.
(4)	The IMC / AMC Bond Investment is subordinate to a $1.15 billion first mortgage on properties owned by IMC and a $493 million first mortgage on properties owned by AMC.
(5)	The Avery Mezzanine Loan is subordinate to an Oaktree Capital Management first mortgage commitment of $200.1 million.

Results of Operations

The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business and across its portfolio, including how it will impact its tenants. While the Company did not experience significant disruptions during the six months ended June 30, 2021 from the COVID-19 pandemic, it will continue to work closely with its impacted tenants to address their concerns on a case-by-case basis, seeking solutions that address immediate cash flow interruptions while maintaining long term lease obligations.

The impact of the COVID-19 pandemic on the Company's rental revenue for the remainder of 2021 and thereafter cannot be determined at present. The situation surrounding the COVID-19 pandemic remains fluid, and we are actively managing our response in collaboration with tenants, government officials and business partners and assessing potential impacts to our financial position and operating results, as well as potential adverse developments in our business.

Revenues

Revenues increased during the three months ended June 30, 2021 compared to the same period in the prior year due to owning and operating five properties compared to four properties in the prior year period. Revenues of $7.9 million for the three months ended June 30, 2021 related to the Company's five properties and consisted of $7.0 million of rental revenues, $0.4 million of tenant reimbursements and $0.5 million of ancillary income and fees. Revenues of $6.2 million for the three months ended June 30, 2020 related to the Company's four properties and consisted of $5.7 million of rental revenues, $0.2 million of tenant reimbursements and $0.3 million of ancillary income and fees.

Revenues increased during the six months ended June 30, 2021 compared to the same period in the prior year due to owning and operating five properties compared to four properties in the prior year period. Revenues of $15.5 million for the six months

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ended June 30, 2021 related to the Company's five properties and consisted of $13.8 million of rental revenues, $0.8 million of tenant reimbursements and $0.9 million of ancillary income and fees. Revenues of $11.9 million for the six months ended June 30, 2020 related to the Company's four properties and consisted of $10.7 million of rental revenues, $0.6 million of tenant reimbursements and $0.6 million of ancillary income and fees.

Rental Property Operating Expenses

Rental property operating expenses increased during the three months ended June 30, 2021 compared to the same period in the prior year due to owning and operating five properties compared to four properties in the prior year period. Rental property operating expenses of $3.4 million for the three months ended June 30, 2021 related to the Company's five properties and consisted of property expenses, real estate taxes, utilities, property management fees and insurance expense. Rental property operating expenses of $2.5 million for the three months ended June 30, 2020 related to the Company's four properties and consisted of property expenses, real estate taxes, utilities, property management fees and insurance expense.

Rental property operating expenses increased during the six months ended June 30, 2021 compared to the same period in the prior year due to owning and operating five properties compared to four properties in the prior year period. Rental property operating expenses of $6.7 million for the six months ended June 30, 2021 related to the Company's five properties and consisted of property expenses, real estate taxes, utilities, property management fees and insurance expense. Rental property operating expenses of $4.5 million for the six months ended June 30, 2020 related to the Company's four properties and consisted of property expenses, real estate taxes, utilities, property management fees and insurance expense.

General and Administrative Expenses

General and administrative expenses of $1.1 million for the three months ended June 30, 2021 consisted of legal fees, audit fees, professional tax fees, valuation fees, board of director fees and miscellaneous expenses. General and administrative expenses of $0.7 million for the three months ended June 30, 2020 consisted of legal fees, audit fees, professional tax fees, valuation fees, board of director fees and miscellaneous expenses. The increase in general and administrative expenses is primarily due to owning five properties, five loan investments and seven securities investments compared to four properties, two loan investments and six securities investments in prior year period.

General and administrative expenses of $2.1 million for the six months ended June 30, 2021 consisted of legal fees, audit fees, professional tax fees, valuation fees, board of director fees and miscellaneous expenses. General and administrative expenses of $1.4 million for the six months ended June 30, 2020 consisted of legal fees, audit fees, professional tax fees, valuation fees, board of director fees and miscellaneous expenses. The increase in general and administrative expenses is primarily due to owning five properties, five loan investments and seven securities investments compared to four properties, two loan investments and six securities investments in prior year period.

Management Fee

During the three months ended June 30, 2021 and 2020, we recognized management fees of $0.6 million and $0.1 million, respectively, payable to the Adviser as compensation in connection with the ongoing management of the assets of the Company.

During the six months ended June 30, 2021 and 2020, we recognized management fees of $1.1 million and $0.1 million, respectively, payable to the Adviser as compensation in connection with the ongoing management of the assets of the Company.

Performance Fee

During the three months ended June 30, 2021 and 2020, we recognized performance fees of $0.7 million and $0.2 million, respectively.

During the six months ended June 30, 2021 and 2020, we recognized performance fees of $1.3 million and $1.0 million, respectively.

Depreciation and Amortization

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Depreciation and amortization expense of $3.8 million for the three months ended June 30, 2021 related to the Company's five properties. Depreciation and amortization expense of $3.8 million for the three months ended June 30, 2020 related to the Company's four properties.

Depreciation and amortization expense of $8.1 million for the six months ended June 30, 2021 related to the Company's five properties. Depreciation and amortization expense of $7.2 million for the six months ended June 30, 2020 related to the Company's four properties.

Income from Real Estate-Related Loans and Interest Income

Interest income of $1.4 million for the three months ended June 30, 2021 related primarily to interest income earned on the Atlantis Mezzanine Loan of $0.5 million, interest earned on the IMC/AMC Bond Investment of $0.4 million, interest earned on floating-rate commercial mortgage backed securities of $0.2 million, interest earned on the Avery mortgage loans of $0.2 million and interest earned on the Montgomery mortgage loan of $0.1 million. Interest income of $1.3 million for the three months ended June 30, 2020 related primarily to interest income earned on the Atlantis Mezzanine Loan of $0.5 million, interest earned on the IMC/AMC Bond Investment of $0.4 million, interest earned on floating-rate commercial mortgage backed securities of $0.2 million and discount accretion of $0.2 million.

Interest income of $2.6 million for the six months ended June 30, 2021 related primarily to interest income earned on the Atlantis Mezzanine Loan of $0.9 million, interest earned on the IMC/AMC Bond Investment of $0.8 million, interest earned on floating-rate commercial mortgage backed securities of $0.3 million, interest earned on the Avery mortgage loans of $0.4 million and interest earned on the Montgomery mortgage loan of $0.2 million. Interest income of $2.7 million for the six months ended June 30, 2020 related primarily to interest income earned on the Atlantis Mezzanine Loan of $1.0 million, interest earned on the IMC/AMC Bond Investment of $0.9 million, interest earned on floating-rate commercial mortgage backed securities of $0.4 million and discount accretion of $0.4 million.

Interest Expense

Interest expense of $1.4 million for the three months ended June 30, 2021 consisted of $1.3 million of mortgage loan interest and $0.1 million of loan fee amortization on five property investments. Interest expense of $1.2 million for the three months ended June 30, 2020 consisted of mortgage loan interest on four property investments. Interest rates declined to near-zero as a result of the ongoing coronavirus pandemic.

Interest expense of $2.8 million for the six months ended June 30, 2021 consisted of $2.6 million of mortgage loan interest and $0.2 million of loan fee amortization on five property investments. Interest expense of $2.6 million for the six months ended June 30, 2020 consisted of $2.5 million of mortgage loan interest on four property investments and $0.1 million of loan fee amortization. Interest rates declined to near-zero as a result of the ongoing coronavirus pandemic.

Realized Gains on Investments

We did not have any sales or realized gains in the three months ended June 30, 2021 and 2020.

During the six months ended June 30, 2021, we sold an aggregate of $3.9 million of fixed and floating-rate commercial backed securities (“CMBS”) for $4.9 million and recognized a gain of $1.0 million as a result of the sale. We did not have any sales or realized gains in the six months ended June 30, 2020.

Unrealized Gains and Losses on Investments

During the three months ended June 30, 2021, we recognized an unrealized gain of $0.3 million primarily due to a $0.3 million mark-to-market increase in the value of our CMBS and a slight increase in the value of our interest rate swap for one mortgage loan. During the three months ended June 30, 2020, we recognized an unrealized gain of $1.5 million primarily due to mark-to-market increases in the value of our CMBS due to market volatility due to COVID-19.

During the six months ended June 30, 2021, we recognized an unrealized gain of $0.3 million primarily due to a $0.1 million mark-to-market decrease in the value of our CMBS offset by $0.4 million increase in the value of our interest rate swap for one mortgage loan. During the six months ended June 30, 2020, we recognized an unrealized loss of $0.3 million primarily due to mark-to-market decreases in the value of our CMBS due to market volatility due to COVID-19.

Net Loss Attributable to Non-Controlling Interests

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Net loss attributable to non-controlling interests of $0.1 million for the three months ended June 30, 2021 related to losses allocable to the interests held by the Company's joint venture partners in the Company's five properties. Net loss attributable to non-controlling interests of $0.1 million for the three months ended June 30, 2020 related to losses allocable to the interests held by the Company's joint venture partners in the Company's four properties.

Net loss attributable to non-controlling interests of $0.2 million for the six months ended June 30, 2021 related to losses allocable to the interests held by the Company's joint venture partners in the Company's five properties. Net loss attributable to non-controlling interests of $0.2 million for the six months ended June 30, 2020 related to losses allocable to the interests held by the Company's joint venture partners in the Company's four properties.

Liquidity and Capital Resources

Our primary needs for liquidity and capital resources 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 fees and expenses and to pay interest on our outstanding indebtedness. Our offering and operating fees and expenses include, among other things, the management fee we will pay to the Adviser, stockholder servicing fees we will pay to the dealer manager, legal, audit and valuation expenses, federal and state securities filing fees, printing expenses, transfer agent fees, marketing and distribution expenses and fees related to acquiring, financing, appraising and managing our properties. We do not have any office or personnel expenses as we do not have any employees.

As of June 30, 2021 and December 31, 2020, the Adviser and its affiliates had incurred approximately $6.5 million and $5.7 million, respectively, of organization and offering expenses on our behalf. The Company agreed to reimburse these expenses ratably over the 60 months following July 6, 2022. Prior to an amendment in 2020, the organization and offering costs would have been reimbursed ratably over 60 months following the one year anniversary of our escrow break on December 6, 2020.

Organization expenses are expensed as incurred and offering expenses are reflected as a reduction of additional paid-in capital as such amounts will be reimbursed to the Adviser or its affiliates from the gross proceeds of the Offering. Any amount due to the Adviser but not paid will be recognized as a liability on the balance sheet.

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. The economic effects of COVID-19 may make it more difficult for us to obtain financing for our investments on attractive terms or at all.

On June 5, 2020, the Company entered into the Credit Agreement with Oaktree Fund GP I, L.P., (the "Lender"), providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of $125.0 million, which was undrawn as of June 30, 2021. The Credit Agreement was set to expire on June 30, 2021 but was extended in June 2021 to June 30, 2022 with no other changes in terms. Borrowings under the Credit Agreement will bear interest at a rate of the then-current rate offered by a third-party lender, or, if no such rate is available, LIBOR plus 2.25%.

On June 29, 2021, the Lender approved a 12-month extension of the expiration of the Credit Agreement to June 30, 2022.

As of June 30, 2021, our indebtedness consisted of our mortgage loans secured by our real property investments.

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The following table summarizes the Company's mortgage loans:

			Principal Balance Outstanding
Indebtedness	Interest Rate(1)	Maturity Date	June 30, 2021		December 31, 2020
Anzio Apartments mortgage loan	L + 1.59%	April 2029	$	44,400,000	$	44,400,000
Two Liberty Center mortgage loan(2)	L + 1.50%	August 2024	62,085,155		61,971,000
Ezlyn mortgage loan	3.38%	December 2026	53,040,000		53,040,000
Lakes mortgage loan(2)	L + 1.55%	February 2025	25,196,563		25,202,380
Arbors mortgage loan(3)	SOFR + 2.24%	January 2031	45,950,000		45,950,000
Total mortgage loans			230,671,718		230,563,380
Less: deferred financing costs, net			(1,217,743)		(1,376,424)
Mortgage loans, net			$	229,453,975	$	229,186,956

(1)	The term "L" refers to the one-month US dollar-denominated LIBOR. As of June 30, 2021 and December 31, 2020, one-month LIBOR was equal to 0.10% and 0.14%, respectively.
(2)	The mortgage loans are subject to customary terms and conditions, and the respective joint venture was in compliance with all financial covenants it is subject to under the mortgage loan as of June 30, 2021.
(3)	The term "SOFR" refers to the one-month Secured Overnight Financing Rate. As of June 30, 2021 and December 31, 2020, the one-month SOFR was equal to 0.05% and 0.08%, respectively.

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Cash Flows

The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash:

	For the six months ended June 30, 2021		For the six months ended June 30, 2020
Net cash provided by operating activities	$	2,600,656	$	7,451,304
Net cash used in investing activities	(9,361,574)		(72,533,069)
Net cash provided by financing activities	10,656,061		64,651,150
Net change in cash and cash equivalents and restricted cash	$	3,895,143	$	(430,615)

Cash flows provided by operating activities for the six months ended June 30, 2021 related primarily to cash payments and receipts associated with operations at our five property investments, five real estate-related loans, seven commercial mortgage backed securities, management fee share issuances to our Adviser, performance fees paid to our Adviser and share repurchases of the Oaktree Investor. Cash flows provided by operating activities for the six months ended June 30, 2020 related to cash payments and receipts associated with operations at four property investments, two real estate-related loan investments, eight commercial mortgage backed securities, management fee share issuances to our Adviser, performance fees incurred to our Adviser and share repurchases of the Oaktree Investor.

Cash flows used in investing activities for the six months ended June 30, 2021 relates primarily to purchases of three investments in real estate-related loans and building improvements to our real estate offset by cash flows provided by selling three commercial mortgage backed securities. Cash flows used in investing activities for the six months ended June 30, 2020 relates to our acquisition of one property investment and eight commercial mortgage backed securities and building improvements to our real estate.

Cash flows provided by financing activities for the six months ended June 30, 2021 relates to proceeds from issuance of common stock offset by repurchases of common stock and distributions paid. Cash flows provided by financing activities for the six months ended June 30, 2020 relates primarily to borrowings on a mortgage loan for our asset acquisition, proceeds from our affiliate line of credit and contributions from non-controlling interests.

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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 T, Class D and Class I common stock. The following table provides a breakdown of the major components of our NAV as of June 30, 2021:

Components of NAV	June 30, 2021
Investments in real properties	$	362,329,657
Investments in real estate-related loans and securities	84,781,276
Cash and cash equivalents	35,892,048
Restricted cash	4,022,320
Other assets	4,077,772
Debt obligations	(229,880,072)
Accrued performance fee(1)	(1,261,088)
Accrued stockholder servicing fees(2)	(123,880)
Management fee payable	(384,098)
Distribution payable	(828,618)
Subscriptions received in advance	—
Other liabilities	(14,399,277)
Non-controlling interests in joint ventures	(13,329,206)
Net asset value(3)	$	230,896,834
Number of shares outstanding	21,237,215

(1)	Includes accrued performance fee that became payable to the Adviser on December 31, 2019 and December 31, 2020.
(2)	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. The Dealer Manager does not retain any of these fees, all of which are retained by, or reallowed (paid) to, participating broker-dealers.
(3)	See Reconciliation of Stockholders’ equity to NAV below for an explanation of the difference between the $231 million of our NAV and the $187 million of our stockholders' equity under accounting principles generally accepted in the United States of America (“GAAP”).

NAV Per Share	Class S Shares		Class I Shares		Class C Shares		Class T Shares		Class D Shares		Total
Net asset value	$	183,188,532	$	37,747,472	$	9,960,830	$	—	$	—	$	230,896,834
Number of shares outstanding	16,874,769		3,448,045		914,401		—		—		21,237,215
NAV Per Share as of June 30, 2021	$	10.8558	$	10.9475	$	10.8933	$	—	$	—

Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the June 30, 2021 valuations, based on property types. 

Property Type	Discount Rate	Exit Capitalization Rate
Multifamily	6.59%	5.15%
Office	7.55%	6.63%

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These assumptions are determined by the Adviser, and reviewed by our independent valuation 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:

Input	Hypothetical Change	Multifamily Investment Values	Office Investment Values
Discount Rate	0.25% decrease	2.03%	1.92%
(weighted average)	0.25% increase	(1.94)%	(1.76)%
Exit Capitalization Rate	0.25% decrease	3.37%	2.53%
(weighted average)	0.25% increase	(3.07)%	(2.30)%

The following table reconciles stockholders' equity per our consolidated balance sheet to our NAV:

Reconciliation of Stockholders' equity to NAV	June 30, 2021
Stockholders' equity under GAAP	$	187,197,743
Adjustments:
Accrued stockholder servicing fee	123,880
Deferred rent	(2,069,543)
Organizational and offering costs	7,505,756
Commissions	822,045
Unrealized real estate appreciation and depreciation	5,556,514
Non-controlling interest	6,109,637
Accumulated amortization of discount	(912,174)
Accumulated depreciation and amortization	26,562,976
NAV	$	230,896,834

The following details the adjustments to reconcile stockholders’ equity under GAAP to our NAV:

•Accrued stockholder servicing fee represents the monthly cost of the stockholder servicing fee for Class S, 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.

•Deferred rent represents straight line rents recorded under GAAP. For NAV, deferred rental revenues are excluded.

•The Adviser has agreed to advance all of our organization and offering expenses on our behalf (other than upfront selling commissions, dealer manager fees and stockholder servicing fees) through July 6, 2022 (which date reflects the Adviser’s agreement to extend the period during which it will advance such expenses from the previously agreed date of December 6, 2020). We will reimburse the Adviser for all such advanced expenses ratably over the 60 months following July 6, 2022. We will reimburse the Adviser for any organization and offering expenses that it incurs on our behalf as and when incurred after July 6, 2022. Under GAAP, organization costs are expensed as incurred and offering costs are charged to equity as such amounts are incurred. For NAV, such costs will be recognized as a reduction to NAV in the month such costs are reimbursed.

•Our investments in real estate are presented under historical cost in our GAAP consolidated financial statements. Additionally, our mortgage notes, term loans, revolving credit facilities, and repurchase agreements (“Debt”) are recorded at their carrying value in our consolidated GAAP 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.

•In addition, 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.

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Funds from Operations, Adjusted Funds from Operations and Funds Available for Distribution

We believe funds from operations (“FFO”) is a meaningful supplemental non-GAAP operating metric. 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 Associational 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 core 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  six months ended June 30, 2021		For the  six months ended June 30, 2020
Net loss attributable to stockholders	$	(2,507,088)	$	(2,206,101)
Adjustments to arrive at FFO:
Real estate depreciation and amortization	8,112,729		7,165,817
Amount attributed to non-controlling interests for above adjustments	(611,156)		(511,859)
FFO attributable to stockholders	4,994,485		4,447,857
Adjustments to arrive at AFFO:
Straight-line rental income	(114,882)		(700,830)
Amortization of above and below market lease intangibles and lease inducements	114,351		146,652
Amortization of mortgage premium/discount	(42,363)		(394,633)
Amortization of restricted stock awards	35,308		36,010
Unrealized loss	(319,983)		263,067
Non-cash performance participation allocation	1,261,088		998,328
Amount attributable to non-controlling interests for above adjustments	3,485		22,075
AFFO attributable to stockholders	5,931,489		4,818,526
Adjustments to arrive at FAD:
Realized gain on real estate-related loans and securities	(980,665)		—
Management fees paid in shares	1,123,438		130,990
Stockholder servicing fees	(656,666)		(380,555)
FAD attributable to stockholders	$	5,417,596	$	4,568,961

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

Beginning December 31, 2019, we declared monthly distributions for each class of our common stock, which are generally paid 20 days after month-end. The Class S and Class I shares received the same aggregate gross distribution per share, which was $0.7114 per share since inception through June 30, 2021. The net distribution varies for each class based on the applicable stockholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the applicable distributor.

The following table details the net distribution for each of our share classes as of June 30, 2021:  

Declaration Date	Class S Shares		Class I Shares		Class C Shares		Class T Shares		Class D Shares
December 31, 2019	$	0.0189	$	0.0250	$	—	$	—	$	—
January 30, 2020	0.0222		0.0294		—		—		—
February 27, 2020	0.0272		0.0341		—		—		—
March 30, 2020	0.0267		0.0341		—		—		—
April 30, 2020	0.0272		0.0344		—		—		—
May 29, 2020	0.0288		0.0361		—		—		—
June 30, 2020	0.0293		0.0365		—		—		—
July 30, 2020	0.0291		0.0365		—		—		—
August 28, 2020	0.0293		0.0367		—		—		—
September 29, 2020	0.0295		0.0367		—		—		—
October 29, 2020	0.0294		0.0369		—		—		—
November 25, 2020	0.0320		0.0392		—		—		—
December 30, 2020	0.0342		0.0417		—		—		—
January 28, 2021	0.0344		0.0420		—		—		—
February 25, 2021	0.0352		0.0420		—		—		—
March 30, 2021	0.0346		0.0422		0.0422		—		—
April 29, 2021	0.0348		0.0422		0.0422		—		—
May 27, 2021	0.0350		0.0427		0.0427		—		—
June 29, 2021	0.0355		0.0430		0.0430		—		—
Total	$	0.5733	$	0.7114	$	0.1701	$	—	$	—

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The following table summarizes our distributions declared during the six months ended June 30, 2021 and 2020:

	For the six months ended  June 30, 2021				For the six months ended June 30, 2020
	Amount		Percentage		Amount		Percentage
Distributions
Payable in cash	$	2,705,871	56	%	$	2,448,513	75	%
Reinvested in shares	2,165,833		44	%	834,170		25	%
Total distributions	$	4,871,704	100	%	$	3,282,683	100	%
Sources of Distributions
Cash flows from operating activities from current period(1)	$	2,600,656	54	%	$	3,282,683	100	%
Cash flows from investment gains	980,665		20	%	—		—
Undistributed cash flows from operating activities from prior periods	1,290,383		26	%	—		—
Total sources of distributions	$	4,871,704	100	%	$	3,282,683	100	%
Cash flows from operating activities	$	2,600,656			$	7,451,304
Funds from Operations	$	4,994,485			$	4,447,857
Adjusted Funds from Operations	$	5,931,489			$	4,818,526
Funds Available for Distribution	$	5,417,596			$	4,568,961

(1) Cash flows from operating activities for the three and six months ended June 30, 2021 were impacted by the cash payment of $2.4 million to the Adviser for the performance fees for fiscal years 2019 and 2020.

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

The Company has adopted a distribution reinvestment plan whereby stockholders (other than Alabama, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, 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, 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.

Critical Accounting Policies

Below is a discussion of the accounting policies that management believes are critical to our operations. We consider these policies critical because they involve significant judgments and assumptions and require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. Our accounting policies have been established to conform with GAAP. The preparation of the financial statements in accordance with GAAP requires management to use judgments in the application of such policies. These judgments 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

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different amounts could be reported in our financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses.

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards that have different effective dates for public and private companies until such time as those standards apply to private companies. We intend to take advantage of the extended transition period. Since we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be comparable to the financial statements of companies that comply with public company effective dates. If we were to subsequently elect to comply with these public company effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act.

Please refer to Note 3, “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 related to consolidation, recognition and impairment of acquired real estate assets and revenue recognition for our investments in real estate and real estate-related loans.

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.

Recent Accounting Pronouncements

See Note 3 titled “Summary of Significant Accounting Policies” to our financial statements in this quarterly report on Form 10-Q for a discussion concerning recent accounting pronouncements.

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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Indebtedness

We expect that our primary market risk exposure will be interest rate risk with respect to our indebtedness and credit risk and market risk with respect to use of derivative financial instruments. As of June 30, 2021, the outstanding principal balance of our variable rate indebtedness was $177.6 million and consisted of four mortgage loans.

Our mortgage loans are variable rate and indexed to the one-month and daily U.S. Dollar denominated LIBOR and SOFR. For the six months ended June 30, 2021, a 10% increase in one-month and daily U.S. Dollar denominated LIBOR and SOFR would have resulted in increased interest expense of less than $0.01 million due to near zero interest rates.

Investment in real estate-related loans and securities

As of June 30, 2021, we held $84.0 million of investments in five real estate-related loans and seven commercial mortgage backed securities. Our investments are floating-rate and indexed to one-month U.S. denominated LIBOR 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 six months ended June 30, 2021, a 10% increase or decrease in the one-month U.S. denominated LIBOR rate would have resulted in an increase or decrease to income from our real estate-related loans and securities of less than $0.01 million due to near zero interest rates.

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 will 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.

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 will seek to minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties.

Market risk includes 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.

Libor Transition

In July 2017, the United Kingdom’s Financial Conduct Authority (the “FCA”) (the authority that regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The administrator of LIBOR has announced it will consult on its intention to cease the publication of the one week and two month LIBOR settings immediately following the LIBOR publication on December 31, 2021, and the remaining USD LIBOR settings immediately following the LIBOR publication on June 30, 2023. There is currently no certainty regarding the future utilization of LIBOR or of any particular replacement rate (although the secured overnight financing rate has been proposed as an alternative to U.S.-dollar LIBOR). A substantial portion of our loans, investment securities, borrowings and interest rate derivatives are indexed to LIBOR or similar reference rates. Market participants anticipate that financial instruments tied to LIBOR will require transition to an alternative reference rate if LIBOR is no longer available. Our LIBOR-based loan agreements and borrowing arrangements generally specify alternative reference rates. The potential effect of the discontinuation of LIBOR on our interest income and expense cannot yet be determined and any changes to benchmark interest rates could increase our financing costs and/or result in mismatches between the interest rates of our investments and the corresponding financings.

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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.

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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 June 30, 2021, we were not involved in any legal proceedings.

ITEM 1A.    RISK FACTORS

We have disclosed under the heading “Risk Factors” in our Registration Statement on Form S-11 (File No. 333-223022), as amended or supplemented from time to time, filed with the SEC, risk factors which materially affect our business, financial condition or results of operations. You should carefully consider the risk factors set forth in the Registration Statement and the other information set forth elsewhere in this quarterly report on Form 10-Q. You should be aware that these risk factors and other information may not describe every risk facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

The following material changes to the risk factors should be considered carefully along with the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2020:

We are subject to certain risks with respect to the Adviser Transition Agreement and the Adviser Transition.

On July 15, 2021, we entered into the Adviser Transition Agreement, pursuant to which (i) we will accept the resignation of the Adviser as our external adviser under the Existing Advisory Agreement, and (ii) we will enter into the New Advisory Agreement with the Brookfield REIT Adviser LLC (the “Brookfield Adviser”), in each case, to become effective as of the Transaction Effective Date. In addition, our board of directors has authorized a series of related transactions and actions, which we refer to collectively as the “Adviser Transition,” and which we expect to consummate on or before the Transaction Effective Date, subject to certain conditions, including, but not limited to, engaging Brookfield Oaktree Wealth Solutions, LLC (“BOWS”), an affiliate of Brookfield Asset Management Inc. (together with its affiliates, “Brookfield”), and the Brookfield Adviser, as our dealer manager, reconstituting our board of directors, changing our executive officers and significantly changing our investment portfolio. The consummation of the Adviser Transition is subject to certain conditions, including regulatory approvals, and there can be no assurance that the Adviser Transition will be consummated on the terms set forth in the Adviser Transition Agreement and the agreements related to the Adviser Transition, or at all. We expect to incur significant costs in connection with the Adviser Transition, even if it is not ultimately consummated. If the Adviser Transition is consummated, our investment strategy and our business strategy will change without stockholder approval. In addition, because the Adviser Transition Agreement and the agreements related to the Adviser Transition are with Brookfield, an affiliate of Oaktree, certain terms of such agreements may not have been negotiated at arm’s length. We have also agreed during the Interim Period to operate our business subject to certain restrictions and in consultation with, or subject to the prior written consent of, Brookfield with respect to certain material decisions, and thus we may take or refrain from certain actions that we may otherwise have refrained from or undertaken, respectively, including with respect to decisions related to investments and dispositions.

We may be subject to certain risks in connection with Brookfield’s expected contribution of the Brookfield Portfolio to the Operating Partnership.

Brookfield expects to contribute to the Operating Partnership its interests in certain real estate property investments, which we collectively refer to as the “Brookfield Portfolio, ” in exchange for (i) shares of our common stock or Operating Partnership units and (ii) the assumption of certain debt related to the Brookfield Portfolio, equal to the appraised value of the contributions as of a current date prior to the closing of the contributions. Brookfield’s contribution of the Brookfield Portfolio is subject to certain conditions, and there can be no assurance that such contribution will take place as contemplated herein or at all, and if such contribution is consummated, there can be no assurance that the Brookfield Portfolio will have a positive impact on our investment performance.

We may be subject to certain risks in connection with the Option Investments Purchase Agreement with Oaktree.

In connection with the Adviser Transition, we have agreed to enter into the Option Investments Purchase Agreement, pursuant to which Oaktree will have the right to purchase the Operating Partnership’s entire interest in all of the Equity Option Investments or the Debt Option Investments, or both, for a period of 12 months following the earlier of (i) 18 months after the date upon which the Adviser Transition is completed and (ii) the date on which we notify Oaktree that we have issued in the aggregate $1 billion of our common stock to non-affiliates after the date the Adviser Transition is completed (such 12-month period, the “Option Period”) at price equal to the fair value of the applicable Option Investments, as determined in connection with our most recently determined NAV immediately prior to the closing of such purchase. Because this Option Investments Purchase Agreement is with Oaktree, an affiliate of Brookfield, the terms of the agreement were not negotiated at arm’s length.

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In addition, because of the Option Investments Purchase Agreement, we would be precluded from selling the Equity Option Investments or the Debt Option Investments to a third party, prior to the expiration of the Option Period, without the consent of Oaktree, even if the Adviser determines that it would be in our best interest to dispose of one or more of the Option Investments in order to rebalance our portfolio or for liquidity needs to fund share repurchases. In addition, the purchase price payable by Oaktree for the Option Investments pursuant to the Option Investments Purchase Agreement is fixed at the current appraised value as of the date of sale, which would preclude us from realizing any premium to appraised value that a third party may be willing to pay during the Option Period.

Our UPREIT structure may result in potential conflicts of interest with the Operating Partnership or limited partners in the Operating Partnership whose interests may not be aligned with those of our stockholders.

We expect to convert from our current organizational structure into an “UPREIT” in connection with the Adviser Transition. Conflicts of interest could arise as a result of the relationships between us and our affiliates, on the one hand, and the Operating Partnership or any partner thereof, on the other. Our directors and officers have duties to our company under applicable Maryland law in connection with their direction of the management of our company. At the same time, we will be the sole member of the general partner of the Operating Partnership and will have authority to make all decisions on behalf of such general partner. The general partner will have duties to the Operating Partnership and to the limited partners under Delaware law in connection with the management of the Operating Partnership. Under Delaware law, the general partner of a Delaware limited partnership has fiduciary duties of care and loyalty, and an obligation of good faith, to the partnership and its partners.

While these duties and obligations cannot be eliminated entirely in the limited partnership agreement, Delaware law permits the parties to a limited partnership agreement to specify certain types or categories of activities that do not violate the general partner’s duty of loyalty and to modify the duty of care and obligation of good faith, so long as such modifications are not unreasonable. These duties as general partner of the Operating Partnership to the partnership and its partners may come into conflict with the interests of our company. Under the Operating Partnership Agreement, upon the admission of a person other than one of our subsidiaries as a limited partner in the Operating Partnership, the limited partners of the Operating Partnership will expressly agree that the general partner of the Operating Partnership is acting for the benefit of the Operating Partnership, our company and our stockholders, collectively. The general partner of the Operating Partnership will be under no obligation to give priority to the separate interests of the limited partners in deciding whether to cause the Operating Partnership to take or decline to take any actions. If there is a conflict between our interests and the interests of our stockholders, on the one hand, and the interests of the limited partners of the Operating Partnership other than us or our subsidiaries, on the other, that cannot be resolved in a manner not adverse to either, the partnership agreement will provide that such conflict will be resolved in favor of our stockholders and the general partner of the Operating Partnership, will not be liable for losses sustained by the limited partners in connection with such decisions provided it acted in good faith.

Additionally, the Operating Partnership Agreement will expressly limit the general partner’s liability by providing that the general partner will not be liable to the Operating Partnership or its limited partners for errors in judgment or other acts or omissions not amounting to willful misconduct or gross negligence since provision has been made in the partnership agreement for exculpation of the general partner. In addition, the Operating Partnership will be required to indemnify the general partner for liabilities the general partner incurs in dealings with third parties on behalf of the Operating Partnership. To the extent that the indemnification provisions purport to include indemnification of liabilities arising under the Securities Act, in the opinion of the SEC, such indemnification is contrary to public policy and therefore unenforceable.

The provisions of Delaware law that allow the fiduciary duties of a general partner to be modified by a partnership agreement have not been tested in a court of law, and we have not obtained an opinion of counsel covering the provisions set forth in the partnership agreement that purport to waive or restrict the general partner’s fiduciary duties.

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

Unregistered Sales of Equity Securities

During the six months ended June 30, 2021, we sold equity securities that were not registered under the Securities Act as described below. 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 at the Adviser's election. During the six months ended June 30, 2021, the Adviser elected to receive its management fee in Class I shares and we issued 103,205 unregistered Class I shares to the Adviser in satisfaction of the management fee for January through June. On June 30, 2021, we repurchased from the Adviser all outstanding management fee shares. During the six months ended June 30, 2021, we issued 573,058 Class I shares and 914,401 Class C shares to feeder fund vehicles in private offerings.

Use of Proceeds from Registered Securities

On April 30, 2018, our Registration Statement on Form S-11 (File No. 333-223022), covering our public offering of up to $2.0 billion of common stock, was declared effective under the Securities Act. The offering price for each class of our common stock is determined monthly and is made available on our website and in prospectus supplement filings.

As of June 30, 2021, we had received net proceeds of $202.0 million from the Offering and our private offerings (net of repurchases). The following table summarizes certain information about the Offering proceeds therefrom:

	Class S  Shares		Class I Shares		Class C Shares		Class T Shares		Class D Shares		Total
Offering proceeds:
Shares sold	16,874,769		3,448,045		914,401		—		—		21,237,215
Gross offering proceeds	$	176,223,109	$	114,099,549	$	9,759,077	$	—	$	—	$	300,081,735
Repurchases	(3,704,966)		(78,488,506)		—		—		—		(82,193,472)
Stockholder servicing fee	(1,595,270)		—		—		—		—		(1,595,270)
Selling commissions and dealer manager fees	(822,045)		—		—		—		—		(822,045)
Offering costs	(3,827,384)		(2,478,125)		(211,957)		—		—		(6,517,466)
Net offering proceeds	$	166,273,444	$	33,132,918	$	9,547,120	$	—	$	—	$	208,953,482

We primarily used the net proceeds from the Offering toward the acquisition of $338.3 million in real estate and $99.3 million of real estate-related loans and securities and the repayment of our line of credit with an affiliate of Oaktree. In addition to the net proceeds from the Offering and our private offerings, we financed our acquisitions with $233.3 million of financing secured by our investments in real estate. See Item 2 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional details on our borrowings.

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 95% 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. In connection with the Adviser Transition, the Company has agreed to waive the Early Repurchase Deduction with respect to the share repurchase plan from the date of the Adviser Transition Agreement through the Transaction Effective Date.

The total amount of aggregate repurchases of Class S, Class T, Class C, Class D and Class I 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 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, suspend or terminate our share repurchase plan if it deems such action to be in our best interest and the

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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.

On September 11, 2019, the board of directors of the Company, including a majority of the independent directors, adopted an arrangement to repurchase any shares of the Company’s Class I common stock that Oaktree Fund GP I, L.P. (the “Oaktree Investor”), an affiliate of the Company’s sponsor, acquired prior to the breaking of escrow in the Offering. The board of directors approved the repurchase arrangement 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 was be satisfied.

As of December 6, 2019, the Company satisfied the minimum offering requirement and the Company’s board of directors had 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 Oaktree) to the Company in connection with the sale of shares of the Company’s common stock.

Under the repurchase arrangement, 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 six months ended June 30, 2021, the Company repurchased 5,130,450 shares from the Oaktree Investor at a price of $10.00 per share. As of June 30, 2021, the Oaktree Investor held 1,055,947 of the Company's outstanding Class I shares.

Other than the Monthly Repurchase Amount limitation, the share repurchase arrangement for the Oaktree Investor is not subject to any volume limitations, including those in the Company’s existing share repurchase plan. Notwithstanding the foregoing, no repurchase offer will be made to the Oaktree Investor for any month in which (1) the 2% monthly or 5% quarterly repurchase limitations in the Company’s existing share repurchase plan have been decreased or (2) the full amount of all shares requested to be repurchased under the Company’s existing share repurchase plan is not repurchased. Additionally, the Company may elect not to offer to repurchase shares from the Oaktree Investor, or may offer to purchase less than the Monthly Repurchase Amount, if, in its judgment, the Company determines that offering to repurchase the full Monthly Repurchase Amount would place an undue burden on its liquidity, adversely affect its operations or risk having an adverse impact on the Company as a whole. Further, the Company’s board of directors may modify, suspend or terminate this share repurchase arrangement if it deems such action to be in the Company’s best interests and the best interests of the Company’s stockholders. The Oaktree Investor will not request that its shares be repurchased under the Company’s existing share repurchase plan. Under the Company’s charter, the Oaktree Investor may not vote on the removal of any of its affiliates (including the Adviser), and may not vote regarding any transaction between the Company and Oaktree or any of its affiliates.

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During the six months ended June 30, 2021, 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 Repurchased(1)	Repurchases as a Percentage of Shares Outstanding		Average 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
January 1- January 31, 2020	—	—	%	$	—	—	—
February 1- February 29, 2020	—	—	%	$	—	—	—
March 1- March 31, 2020	40,271	0.22	%	$	10.2187	40,271	—
April 1- April 30, 2020	371,770	2.07	%	$	10.0000	—	—
May 1- May 31, 2020	364,842	1.95	%	$	10.0000	—	—
June 1- June 30, 2020	192,106	1.02	%	$	10.0367	25,373	—
July 1- July 31, 2020	151,250	0.79	%	$	10.0000	—	—
August 1- August 31, 2020	274,125	1.43	%	$	10.0000	—	—
September 1- September 30, 2020	364,500	1.88	%	$	10.0000	—	—
October 1- October 31, 2020	221,000	1.10	%	$	10.0000	—	—
November 1- November 30, 2020	343,650	1.68	%	$	10.0000	—	—
December 1- December 31, 2020	263,750	1.27	%	$	10.0000	—	—
January 1- January 31, 2021	322,116	1.55	%	$	10.1527	98,516	—
February 1 - February 28, 2021	300,538	1.41	%	$	10.0385	23,038	—
March 1 - March 31, 2021	952,352	4.41	%	$	10.0405	73,002	—
April 1 - April 30, 2021	1,766,728	7.90	%	$	10.0301	86,728	—
May 1 - May 31, 2021	1,281,298	5.76	%	$	10.0033	6,298	—
June 1 - June 30, 2021	976,226	4.39	%	$	10.1593	—	—
Total	8,186,522					353,226

(1) 5,130,450 shares were repurchased from the Oaktree Investor during the six months ended June 30, 2021.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.    OTHER INFORMATION

None.

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ITEM 6.    EXHIBITS

31.1	Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2+	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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
104	Cover 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.

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.

	OAKTREE REAL ESTATE INCOME TRUST, INC.
August 16, 2021	/s/ John Brady
Date	John Brady
	Chief Executive Officer
	(Principal Executive Officer)
August 16, 2021	/s/ Brian Grefsrud
Date	Brian Grefsrud
	Chief Financial Officer and Treasurer
	(Principal Financial Officer and
	Principal Accounting Officer)

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