reit real estate income trust

Transcription

1 reit real estate income trust THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY SHARES OF THE OAKTREE REIT. AN OFFERING IS ONLY MADE BY PROSPECTUS, WHICH DESCRIBES MORE FULLY ALL OF THE IMPLICATIONS AND RISKS OF THE OFFERING (SEE OAKTREE OR ITS AFFILIATES OWN OR HAVE INVESTED IN THE PROPERTIES DEPICTED IN THIS SALES MATERIAL. BY INVESTING IN OAKTREE REIT, INVESTORS WILL NOT HAVE AN INTEREST IN THESE PROPERTIES. SDDco Brokerage Advisors, LLC (Member FINRA/SIPC Dealer Manager)

2 SUMMARY OF RISK FACTORS Oaktree Real Estate Income Trust, Inc. ( Oaktree REIT ) is a non-traded REIT that seeks to invest in a diversified portfolio of income-producing real estate and real estate-related debt investments; generate an attractive, stable level of current income for regular distributions to our stockholders; and invest in assets with long-term growth potential to achieve attractive risk-adjusted total returns, with an emphasis on downside protection. This investment involves a high degree of risk. These securities should only be purchased if you can afford to lose your complete investment. Please read the prospectus for a description of the risks associated with an investment in Oaktree REIT. These risks include but are not limited to the following: Oaktree REIT has no prior operating history and we cannot assure you that we will achieve our investment objectives. As a blind pool offering, you will not have an opportunity to evaluate our investments before we make them. We do not intend to list our shares of common stock for trading on an exchange or other trading market. The only likely way to dispose of your shares will be by repurchases from us since there is no public trading market for shares of our common stock. Through our share repurchase plan, stockholders may request that we repurchase their shares on a monthly basis, but we are not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the requested shares in any particular month in our discretion. Repurchases will be subject to available liquidity and other significant restrictions and our board of directors may modify, suspend or terminate our share repurchase plan if deemed to be in our best interest and the best interest of our stockholders. Our shares should be considered as having limited to no liquidity. Distributions may be funded by sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds, although we cannot guarantee that we will make distributions. We believe that the likelihood that we pay distributions from sources other than cash flow from operations will be higher in the early stages of the offering. After the escrow period, the purchase and repurchase price for shares of our common stock will generally be based on the prior month s net asset value ( NAV ) and not on any public trading market. While there will be independent annual appraisals of our properties, the properties appraisal is inherently subjective, and our NAV may not accurately reflect the actual price at which our assets could be liquidated on any given day. We may offer shares at a price that we believe more appropriately reflects the NAV per share of such common stock rather than the prior month s NAV per share, including updates to a previously disclosed offering price, in cases where we believe there has been a material change (positive or negative) to our NAV per share since the end of the prior month. Each class of shares may have a different NAV per share. We have no employees and are dependent on Oaktree Fund Advisors, LLC (the Advisor ) to conduct our operations. Oaktree will face conflicts of interest as a result of, among other things, the allocation of investment opportunities among us and other real estate accounts, the allocation of time of its investment professionals and the substantial fees that we will pay to the Advisor. As a best efforts offering, our ability to achieve our investment objectives could be adversely affected if we are not able to raise a substantial amount of capital in the near term. Principal and interest payments on borrowings will reduce funds available for distribution or investment. There are limits on the ownership and transferability of our shares. We do not own the Oaktree name, but we are permitted to use it as part of our corporate name pursuant to a trademark license agreement with an affiliate of Oaktree Capital Management, L.P. (together with its affiliates, Oaktree ). Use of the name by other parties or the termination of our trademark license agreement may harm our business. An investment in Oaktree REIT is not an investment in fixed income. Fixed income has material differences from an investment in a non-traded REIT, including those related to vehicle structure, investment objectives and restrictions, risks, fluctuation of principal, safety, guarantees or insurance, fees and expenses, liquidity and tax treatment. We intend to qualify as a REIT for U.S. federal income tax purposes beginning with December 3 of the first taxable year in which proceeds from our initial offering are released from escrow. However, if we fail to qualify as a REIT and no relief provisions apply, our NAV and cash available for distribution to our stockholders could materially decrease as a result of becoming subject to corporate income taxes. Subject to maintaining our REIT qualification and the limitations in our charter, we may elect to leverage our investments on a recourse or non-recourse basis or otherwise engage in certain investment activities that involve the use of leverage, which may increase losses. Investing in commercial real estate involves certain risks, including but not limited to: bankruptcy, financial difficulty or lease default of a major tenant; interest rate fluctuations and lack of availability of financing; adverse national real estate trends, including increasing vacancy rates; and changes in supply and demand fundamentals. Oaktree REIT will directly own private real estate. Individual investors will own shares of common stock in Oaktree REIT as opposed to direct ownership of private, non-traded real estate. Numerical data is approximate and as of December 3, 207 (unless otherwise noted). The words we, us, and our refer to Oaktree Real Estate Income Trust, Inc., unless the context requires otherwise. Numerical data relating to Oaktree includes Oaktree Real Estate-led activities in public and private portfolio companies (unless otherwise noted). You should carefully review the Risk Factors section of our prospectus for a discussion of the risks and uncertainties that we believe are material to our business, operating results, prospects and financial condition. Except as otherwise required by federal securities laws, we do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This sales material must be read in conjunction with our prospectus in order to fully understand all the implications and risks of the offering of securities to which it relates. This sales material is neither an offer to sell nor a solicitation of an offer to buy securities. An offering is made only by the prospectus. Neither the U.S. Securities and Exchange Commission, the Attorney General of the State of New York nor any other state securities regulator has approved or disapproved of these securities or determined if the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

3 > Introducing Oaktree Real Estate Income Trust We are pleased that eligible investors now have direct access to Oaktree s real estate platform, which has produced a successful investment record over 20 years. Howard Marks Oaktree s Co-Chairman and Co-Founder Oaktree REIT seeks to invest in U.S. commercial properties and real estate-related debt. At Oaktree, downside protection and consistent performance are at the core of every investment decision we make. John Brady Head of Oaktree s Real Estate group incomeproducing private real estate real estate- + = related debt the opportunity for attractive, stable current income Note: Please refer to pages 0 and for more information on these offering features. There is no assurance we will pay distributions in any particular amount, if at all. Any distributions we make will be at the discretion of our board of directors. We may fund any distributions from sources other than cash from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds (including from sales of our common stock, and we have no limits on the amounts we may pay from such sources).

4 > Oaktree A Seasoned Manager Specializes in less efficient and alternative markets 2 $22 billion in assets under management 3 20 offices globally 4 Credit Private Equity Real Assets Listed Equities 297 investment professionals 23 year track record AUM by Asset Class 5 EXPERIENCED INVESTMENT PROFESSIONALS INTEGRATED GLOBAL PLATFORM 4 LONGSTANDING COMMITMENT TO CLIENTS Oaktree s mission is to deliver superior investment results with risk under control and to conduct our business with the highest integrity. 2 As of June 30, 208 Note: Represents Oaktree s business. There can be no assurance that Oaktree REIT will achieve its investment objective or avoid losses. Past performance is no guarantee of future results. Oaktree will face conflicts of interest as a result of, among other things, the allocation of investment opportunities among us and other Oaktree accounts, the allocation of time of its investment professionals and the fees we will pay to Oaktree. 2 With respect to all references to Oaktree s prior operating history, please see the Summary of Risk Factors at the beginning of this sales material. 3 References to total assets under management or AUM represent assets managed by Oaktree and a proportionate amount of the AUM reported by DoubleLine Capital LP ( DoubleLine Capital ), in which Oaktree owns a 20% minority interest offices globally, including offices of affiliates of Oaktree-managed funds. 5 Excludes proportionate amount of DoubleLine Capital AUM.

5 > Unified by an Investment Philosophy That Has Remained Unchanged since Our Founding Primacy of Risk Control Emphasis on Consistency Importance of Market Inefficiency Benefits of Specialization Macro-Forecasting Not Critical to Investing IF WE AVOID THE LOSERS, THE WINNERS WILL TAKE CARE OF THEMSELVES. - Howard Marks Disavowal of Market Timing Note: There can be no assurance that Oaktree REIT will achieve its investment objective or avoid losses. Past performance is no guarantee of future results. 3

6 > Led by Oaktree s Real Estate Group Successful in managing institutional investors capital for over 20 years 3 synergistic real estate strategies 50 investment professionals 650 years of combined experience 7 offices worldwide $9.0bn in assets under management $9.3bn of capital deployed Regional coverage and local expertise Property-type specialization Bottom-up, fundamental research 4 As of December 3, 207 Note: Represents Oaktree s Real Estate business. Past performance is no guarantee of future results. Oaktree will face conflicts of interest as a result of, among other things, the allocation of investment opportunities among us and other Oaktree accounts, the allocation of time of its investment professionals and the fees we will pay to Oaktree. With respect to all references to Oaktree s prior operating history, please see the Summary of Risk Factors. Represents capital deployed since 2008.

7 > Targets Income-Producing Commercial Properties with Long-Term Growth Potential primary focus Category Core-Plus Real Estate Value-Add Real Estate Target Opportunities Stable properties with low-intensity asset management needs Assets that generate meaningful current income 2 Transitioning properties with long-term growth potential secondary focus Category Private Loans Traded Securities Target Opportunities Loans on transitioning and stabilized assets Bargains that arise during periods of volatility Cash equivalents to help manage liquidity Please see Summary of Risk Factors and the additional information at the beginning of this sales material. 2 There is no assurance we will pay distributions in any particular amount, if at all. Any distributions we make will be at the discretion of our board of directors. We may fund any distributions from sources other than cash from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds (including from sales of our common stock), and we have no limits on the amounts we may pay from such sources. 5

8 > Ability to Shift to Opportunities That Arise in Changing Market Environments PROPORTION OF INVESTED CAPITAL ACROSS PROPERTY TYPES BY YEAR 00% % 3% 20% 27% 2% 7% 7% 85% 6% 8% 22% % 8% 59% 9% 9% 48% 2% 2% 7% 9% 37% 2% 25% 2% 8% 8% 26% Office Multifamily Industrial Hotel Retail Private Debt Traded Securities Commercial Equity Debt 40 30% 35% 30 47% 53% 4% % 20% 26% 25% 24% % As of December 3, 207 Note: Represents proportion of gross invested capital in commercial and debt opportunities led by the Real Estate group since 2009, the first year John Brady (Portfolio Manager) made an investment in commercial properties and real estate-related debt for Oaktree-managed accounts. 6

9 > Experienced in Managing Diversified Portfolios A diversified portfolio is a good start toward investment success. Howard Marks OAKTREE S EXPERIENCE IN U.S. COMMERCIAL REAL ESTATE AND REAL ESTATE-RELATED DEBT 30.2mm square feet office 4.4mm square feet industrial 2.9mm square feet retail 26,032 multifamily units 9,95 hotel rooms 70 debt transactions As of December 3, 207 Note: Represents the Real Estate group s experience in U.S. commercial real estate and real estate-related debt across various Oaktree accounts since 2009, the first year John Brady (Portfolio Manager) made an investment in commercial properties and real estate-related debt for Oaktree-managed accounts. There can be no guarantee Oaktree REIT will be diversified. Further, diversification does not eliminate risk or protect against losses and should not be considered a guarantee of profit. 7

10 > We Believe Oaktree s Competitive Advantages Are: EXPERIENCED TEAM PROPRIETARY DEAL FLOW OPPORTUNISTIC APPROACH DIVERSIFIED PORTFOLIO As of December 3, 207 Note: Represents the Real Estate group s experience. There can be no assurance that Oaktree REIT will achieve its investment objective or avoid losses. Past performance is no guarantee of future results. There can be no guarantee Oaktree REIT will be diversified. Further, diversification does not eliminate risk or protect against losses and should not be considered a guarantee of profit. 2 Represents gross invested capital in commercial and debt opportunities led by the Real Estate group since 2009, the first year John Brady (Portfolio Manager) made an investment in commercial properties and real estate-related debt for Oaktreemanaged accounts. These investments were not made by Oaktree REIT. 8

11 20-plus year track record of real estate investing across multiple market cycles $9.3 billion deployed since 2008 Longstanding relationships across the top 50 U.S. real estate markets Established partnerships with over 65 local real estate operators Positive net returns in each of its 6 funds since inception in 995 Access to off-market deals Flexible mandate to optimize potential risk-adjusted returns Continuous evaluation of market opportunities and relative value Diversification across small- to medium-sized transactions Ability to invest in various property types, markets and capital structures $8.7 billion invested across 280 commercial equity and debt transactions (with an average position size of $3 million)2 9

12 > Applies a Disciplined Approach Pursue a flexible investment strategy Focus on markets that appear to offer the best relative value Seek downside protection by buying assets at discounts to intrinsic value Conduct in-depth fundamental research and diversify to mitigate downside risk 2 Seek to gain exposure to office, multifamily, industrial and other income-generating opportunities Aim to manage liquidity through investments in traded securities and cash equivalents Maintain a conservative investment philosophy There is no assurance we will pay distributions in any particular amount, if at all. Any distributions we make will be at the discretion of our board of directors. We may fund any distributions from sources other than cash from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds (including from sales of our common stock), and we have no limits on the amounts we may pay from such sources. 2 There can be no guarantee Oaktree REIT will be diversified. Further, diversification does not eliminate risk or protect against losses and should not be considered a guarantee of profit. 0

13 Take the long view Target assets that can generate consistent cash flow through various market cycles Aim to maximize cash flow through an open-end strategy Benefit from an asset class that we believe has lower volatility than other investment opportunities Seek to generate higher current income than public market alternatives with the potential for capital appreciation 2 Access an attractive asset class Past performance does not guarantee future results. An investment in Oaktree REIT is not a direct investment in real estate, and has material differences from a direct investment in real estate, including those related to fees and expenses, liquidity and tax treatment. Oaktree REIT s share price is subject to less volatility because its per share NAV is based on the value of real estate assets it owns and is not subject to market pricing forces as is the price of public equities. Although Oaktree REIT s share price is subject to less volatility, the value of real estate may fluctuate and may be worth less than was initially paid for it. Oaktree REIT shares are significantly less liquid than public equities, and are not immune to fluctuations. 2 There can be no assurance that Oaktree REIT will achieve its objective or avoid losses.

14 > Captures a Robust Investable Universe U.S. Commercial Real Estate $6 trillion Equity $2 trillion Debt $4 trillion We believe that the current value gap between asset prices in gateway and non-gateway markets creates relative opportunities. PRICE TRENDS IN U.S. COMMERCIAL REAL ESTATE (indexed to 00) Gateway Real Estate Markets Non-Gateway Real Estate Markets Gateway markets refer to the top six metropolitan areas in the United States: Boston, Los Angeles, New York, San Francisco, Washington D.C. and Chicago. As of December 3, 207 Source: Greet Street Advisors, Real Capital Analytics Note: Gateway markets may be defined differently by various data providers. Real Capital Analytics defines gateway markets as the top six U.S. markets (Boston, Los Angeles, New York, San Francisco, Washington D.C. and Chicago). 2

15 We believe it is essential for investment success that we recognize the condition of the market and decide on our actions accordingly. Today, we target high-growth, non-gateway markets that offer attractive investment yields and have limited oncoming new supply. GATEWAY AND NON-GATEWAY MARKET FUNDAMENTALS Oaktree REIT s Primary Focus Lower Income Lower Rent Growth Higher New Supply Higher Income Higher Rent Growth Lower New Supply Gateway Markets Non-Gateway Markets Investment Yield 4.5% 6.0% Annual Rent Growth 2 0.7% 2.6% Under Construction (% of Current Stock) 2.6%.5% As of September 30, 207 Source: CoStar Group Gateway markets may be defined differently by various data providers. CoStar defines gateway markets as the top five U.S. markets (Boston, Los Angeles, New York, San Francisco, and Washington D.C.). 2 Represents the annualized rent growth for the past trailing twelve months. 3

16 > Seeks to Pursue Proprietary Opportunities in High-Growth Markets POPULATION GROWTH AND INVESTED CAPITAL BY REGION IN COMMERCIAL ASSETS Primary Focus high growth Oaktree Investment Activity $,938mm (49% of total) Primary Focus Population Size (mm) Population Growth High Medium Low 44 Historically Active Oaktree Markets # of Markets high growth Oaktree Investment Activity $27mm (5% of total) 4

17 Total equity deployed in high-growth markets: $3 billion low growth Oaktree Investment Activity $408mm (0% of total) variable growth Oaktree Investment Activity $603mm (5% of total) Primary Focus high growth Oaktree Investment Activity $840mm (2% of total) As of December 3, 207 Source: U.S. Census Bureau estimates as of July, 206 Note: Map presents the aggregate net invested capital and percentages for all commercial transactions led by the Real Estate group completed from January, Hawaii and other market exposures outside of the 50 highest population U.S. markets are not shown. With respect to all references to Oaktree s prior operating history, please see the Summary of Risk Factors at the beginning of this sales material. 5

18 > Term Sheet Product Structure Oaktree Real Estate Income Trust, Inc. ( Oaktree REIT ) is a non-traded REIT that seeks to invest in a diversified portfolio of income-producing real estate and real estate-related debt investments; generate an attractive, stable level of current income for regular distributions to our stockholders; and invest in assets with long-term growth potential to achieve attractive risk-adjusted total returns, with an emphasis on downside protection Non-exchange traded, perpetual life real estate investment trust (REIT) Portfolio Allocation Sponsor/Advisor Maximum Offering Offering Price Subscriptions/NAV Frequency Distributions Minimum Initial Investment 4 Suitability Standards 4 Share Repurchase Plan Tax Reporting Dealer Manager Retainer Primarily targeting equity in commercial properties and to a lesser extent private loans and debt securities (together with cash and cash equivalents held for liquidity management purposes) Oaktree Capital Management, L.P./Oaktree Fund Advisors, LLC $2.0 billion $0.00 per share initially, thereafter purchase price will generally be equal to our prior month s NAV per share for such class as of the last business day of such month, plus applicable selling commissions and dealer manager fees 2 Monthly purchases as of the first calendar day of each month; subscription requests must be received at least five business days prior to the first calendar day of the month NAV per share, which will generally be equal to our transaction price, will generally be available within 5 calendar days of month end Transaction price will be available on and in prospectus supplements. If the transaction price is not made available on or before the eighth business day before the first calendar day of the month, or a previously disclosed transaction price for that month is changed, then we will provide notice of such price transaction to subscribing investors Monthly (not guaranteed, subject to board approval); may be funded from sources other than cash flow from operations, including the sale of assets, borrowings, return of capital or offering proceeds 3 $2,500 (for Class T, Class S and Class D Shares) $ million (for Class I Shares) Either () a net worth of at least $250,000 or (2) a gross annual income of at least $70,000 and a net worth of at least $70,000. Certain states have additional suitability standards. See the prospectus for more information Monthly repurchases will be made at the transaction price, which is generally equal to our prior month s NAV Shares not held for at least one year will be repurchased at 95% of that month s transaction price Overall limit of 2% of NAV per month and 5% of NAV per calendar quarter Repurchase requests must be received in good order by the second to last business day of the applicable month We are not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased in any particular month in our discretion The share repurchase plan is subject to other limitations and our board may modify, suspend or terminate the plan Form 099-DIV $75,000 paid quarterly in arrears SHARE-CLASS SPECIFIC FEES Class T Class S Class D Class I Availability Through transactional/brokerage accounts Through fee-based (wrap) programs, Through fee-based (wrap) programs, broker-dealers, registered investment endowments, foundations, pension funds advisers, and bank trust departments and other institutional investors, brokerdealers, and executive officers Selling Commissions 4 (upfront) Up to 3.0% Up to 3.5% Up to 0.5% N/A Dealer Manager Fee 4 (upfront) Up to 0.5% N/A N/A N/A Stockholder Servicing Fees 4 (per annum, payable monthly) (ongoing) ADVISOR FEES Management Fee Performance Participation Allocation % advisor stockholder servicing 0.20% dealer stockholder servicing 0.85% 0.25% N/A.00% per annum of NAV, payable monthly 2.5% of the total annual return, subject to a 5% hurdle amount and a high water mark, with a catch-up period 5 Terms summarized herein are for informational purposes and qualified in their entirety by the more detailed information set forth in Oaktree REIT s prospectus. You should read the prospectus carefully prior to making an investment. 2 We may offer shares at a price that we believe reflects the NAV per share of such stock more appropriately than the prior month s NAV per share, including by updating a previously disclosed offering price, in cases where we believe there has been a material change (positive or negative) to our NAV per share since the end of the prior month. 3 There is no assurance we will pay distributions in any particular amount, if at all. Any distributions we make will be at the discretion of our board of directors. We may fund any distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds, and we have no limits on the amounts we may pay from such sources. 4 Select broker-dealers may have different suitability standards, may not offer all share classes, and/or may offer Oaktree REIT at a higher minimum initial investment. With respect to Class T shares, the amount of upfront selling commissions and dealer manager fees may vary at select broker-dealers, provided that the sum will not exceed 3.5% of the transaction price. The Advisor and dealer stockholder servicing fees for Class T shares may also vary at select broker-dealers, provided that the sum of such fees will always equal 0.85% per annum of the aggregate NAV. 5 A hurdle amount is the minimum rate of return that the Advisor must exceed before collecting a performance fee. A high water mark is the highest peak in value that the REIT has achieved. The catch-up period refers to the time in which it takes for the Advisor to be fully compensated at the agreed-upon rate once investors receive their hurdle amount.

19 > Frequently Asked Questions HOW IS AN INVESTMENT IN SHARES OF OAKTREE REIT DIFFERENT FROM LISTED REITS? Our NAV is determined by the estimated value of our real estate assets and liabilities and is not influenced by the trading market. In contrast, shares of listed REITs are priced by the market and can fall prey to factors unrelated to the value of the underlying real estate. In addition, the assets purchased by Oaktree REIT are managed by Oaktree s Real Estate group, which has deployed institutional capital for decades. Listed REITs, on the other hand, are often self-managed. Importantly, shares in Oaktree REIT have limited to no liquidity and our share repurchase plan may be modified at our sole discretion. An investment in a listed REIT is a liquid investment, as shares can be sold on an exchange at any time. HOW IS AN INVESTMENT IN SHARES OF OAKTREE REIT DIFFERENT FROM TRADITIONAL NON-TRADED REITS? Unlike many traditional non-traded REITs, Oaktree REIT does not charge our investors fees for property acquisition, disposition, financing or development fees in addition to the base management and incentive fees. Rather, a material portion of the Advisor s compensation is tied to performance. In addition, shares in Oaktree REIT are valued more regularly (monthly) than those of traditional non-traded REITs in order to provide frequent liquidity to our investors subject to our discretion and limitations. WHAT ARE THE PRIMARY RISKS OF INVESTING IN COMMERCIAL REAL ESTATE (NON-TRADED REITS)? Like any investment product, Oaktree REIT may underperform relative to its stated investment objective; market cycles and real estate conditions could hinder performance over the course of any individual investor s time horizon; the lack of a public trading market for Oaktree REIT and limitations on its share repurchase plan will limit investment liquidity; Oaktree REIT will begin as a blind pool and grow its portfolio over time; there is no guarantee of distributions; REIT qualification risk; leverage risk. Please refer to Risk Factors in our prospectus for a more detailed explanation of associated risks. WHAT REPORTING WILL I RECEIVE? We will provide you with frequent updates on the performance of your investment, including three quarterly financial reports and investor statements, an annual report and statements to confirm transactions that affect your balance or provide material information regarding your elections. In addition, we will provide IRS forms 099-DIV, 099-B, 042-S (as applicable). HOW OFTEN SHOULD I EXPECT TO RECEIVE DISTRIBUTIONS? HOW WILL THEY BE TAXED? We expect to pay regular monthly distributions commencing within the first full calendar quarter after the commencement of operations. We cannot guarantee that we will make distributions, and if we do we may fund such distributions from sources other than cash flow from operations, including the sale of assets, borrowings, return of capital or offering proceeds. Generally, distributions that you receive will be taxed as ordinary income, including cash distributions that are reinvested. Distributions related to net capital gains from the sale of assets may be designated as capital gain dividends taxable at capital gain rates. In addition, a portion of your distributions may be considered return of capital. Amounts considered a return of capital generally will not be subject to tax, but will instead reduce the tax basis of your investment. 7

20 Additional Important Disclosures This sales material was not created by any third party registered broker-dealers or investment advisers who are distributing shares of Oaktree REIT (each a Dealer and collectively, the Dealers ). The Dealers have made no independent verification of the information provided and do not guarantee the accuracy or completeness of such information. This sales material is not to be reproduced or distributed to any other persons (other than professional advisors of the investors or prospective investors, as applicable, receiving this sales material) and is intended solely for the use of the persons to whom it has been delivered. The sole purpose of this sales material is to inform, and it in no way is intended to be an offer or solicitation to purchase or sell any security, other investment or service, or to attract any funds or deposits. Investments mentioned may not be suitable for all clients. Any product discussed herein may be purchased only after a client has carefully reviewed the prospectus and executed the subscription documents. The Dealers have not considered the actual or desired investment objectives, goals, strategies, guidelines, or factual circumstances of any investor. Before making any investment, each investor should carefully consider the risks associated with the investment, as discussed in the applicable prospectus, and make a determination based upon their own particular circumstances, that the investment is consistent with their investment objectives and risk tolerance. Alternative investments often are speculative and include a high degree of risk. Investors could lose all or a substantial amount of their investment. Alternative investments are suitable only for eligible, long-term investors who are willing to forgo liquidity and put capital at risk for an indefinite period of time. They may be highly illiquid and can engage in leverage and other speculative practices that may increase the volatility and risk of loss. Alternative investments typically have higher fees than traditional investments. Investors should carefully review and consider potential risks before investing. All expressions of opinion are subject to change without notice and are not intended to be a forecast of future events or results. Further, opinions expressed herein may differ from the opinions expressed by a Dealer and/or other businesses/ affiliates of a Dealer. This is not a research report as defined by NASD Conduct Rule 27 and was not prepared by the research departments of a Dealer or its affiliates. Past performance is no guarantee of future results. Actual results may vary. Diversification does not assure a profit or protect against loss in a declining market. Alternative investments involve complex tax structures, tax inefficient investing, and delays in distributing important tax information. Clients should consult their own tax and legal advisors as Dealers do not provide tax or legal advice. Interests in alternative investment products are offered pursuant to the terms of the applicable prospectus, are distributed by the applicable Dealers and certain of their affiliates, and () are not FDIC-insured, (2) are not deposits or other obligations of such Dealers or any of their affiliates, (3) are not guaranteed by such Dealers and their affiliates, and (4) involve investment risks, including possible loss of principal. Each Dealer is a registered broker-dealer, not a bank. IMPORTANT DISCLOSURE ABOUT OTHER OAKTREE REAL ESTATE FUNDS This sales material includes information related to prior investments the Oaktree Real Estate group has made, in which the Oaktree REIT will not have any interest. While the investment programs of other Oaktree real estate accounts and our investment strategy each involve real estate-related investments and overlapping personnel, each of these accounts and strategies has distinct investment activities. Oaktree s experience in managing other Oaktree real estate accounts and other Oaktree accounts is not necessarily applicable to us. There can be no assurance that we will be able to successfully identify, make and realize any particular investment or generate returns for our investors (or that such returns will be commensurate with the risks associated with an investment in us). FORWARD-LOOKING STATEMENT DISCLOSURE Statements contained in this sales material 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. Prospective investors should not rely on these statements as if they were fact. Certain information contained in this sales material 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 in our prospectus, 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. For more information, please contact your financial advisor or visit 8

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22 Private real estate for the income-oriented investor SDDco Brokerage Advisors, LLC (Member FINRA/SIPC Dealer Manager) 05/8 OREIT-BR-A