Sculptor Diversified Real Estate Income Trust Inc.

20/11/2024 | Press release | Distributed by Public on 20/11/2024 23:21

Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.
Third Amended and Restated Advisory Agreement
On November 18, 2024, Sculptor Diversified Real Estate Income Trust, Inc. (the "Company") entered into the Third Amended and Restated Advisory Agreement (the "Third Amended and Restated Advisory Agreement") by and among the Company, the Sculptor Diversified REIT Operating Partnership LP (the "Operating Partnership") and Sculptor Advisors LLC (the "Adviser"). The Third Amended and Restated Advisory Agreement reflects the addition of the Select Class shares and the management fees associated with such shares. See Item 5.03 below regarding the designation of Select Class shares. The Company will pay the Adviser a management fee of 0.75% of the aggregate net asset value ("NAV") represented by the Company's Select Class shares per annum payable monthly in arrears. Other immaterial changes were also made to the Third Amended and Restated Advisory Agreement.
Second Amended and Restated Limited Partnership Agreement
On November 18, 2024, we and Sculptor Diversified REIT Special Limited Partner LP (the "Special Limited Partner"), an affiliate of our Adviser, replaced the then-current limited partnership agreement of the Operating Partnership by entering into a Second Amended and Restated Limited Partnership Agreement (the "Amended OP Agreement"). The Amended OP Agreement reflects the addition of Select Class units of the Operating Partnership. Pursuant to the terms of the Amended OP Agreement, the Special Limited Partner will also receive a performance allocation with respect to the Select Class units entitling the Special Limited Partner to receive an allocation equal to 10% of the Select Class total return. Select Class total return is defined as distributions paid or accrued on Select Class units plus the change in the NAV of such units, adjusted for subscriptions and repurchases. Under the Amended OP Agreement, the Select Class total return will be allocated solely to the Special Limited Partner only after the other Select Class unit holders have received a total return of 7% (after recouping any loss carryforward amount) and such allocation will continue until the allocation between the Special Limited Partner and all other Select Class unit holders is equal to 10% and 90%, respectively. Thereafter, the Special Limited Partner will receive an allocation of 10% of the annual Select Class total return. Other immaterial changes were also made to the Amended OP Agreement.