BXDIF Brookfield Corporation (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

BROOKFIELD REAL ESTATE INCOME TRUST INC.

(Name of Issuer)

Class I common stock, par value $0.01 per share, Class S common stock, par value $0.01 per share, Class D common stock, par value $0.01 per share, Class T common stock, par value $0.01 per share, Class C common stock, no par value per share, and Class E common stock, no par value per share.

(Title of Class of Securities)

N/A

(CUSIP Number)

Swati Mandava

Brookfield Corporation

Brookfield Place

181 Bay Street, Suite 100

Toronto, Ontario M5J 2T3

Tel: (416) 363-9491

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

November 8, 2024

(Date of Event which Requires Filing of this Statement)

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

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

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

EXPLANATORY NOTE

This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) amends and supplements the statement on Schedule 13D initially filed on June 6, 2022 (the “Original Filing”) by Brookfield Asset Management Inc., BAM Partners Trust, Brookfield Holdings Canada Inc., Brookfield US Holdings Inc., Brookfield US Inc., Brookfield US II Inc., Brookfield Property Master Holdings LLC, Brookfield Property Group LLC, Brookfield Property Group II LLC, BUSI II NTR Sub LLC, BUSI II GP-C LLC, BUSI II-C L.P., Brookfield Public Securities Group Holdings LLC, Brookfield Public Securities Group LLC, BIM Capital LLC, and Brookfield REIT Adviser LLC, as amended by that certain Amendment No. 1 to Schedule 13D filed on July 1, 2022, that certain Amendment No. 2 to Schedule 13D filed on April 10, 2023, that certain Amendment No. 3 to Schedule 13D filed on June 30, 2023, and that certain Amendment No. 4 to Schedule 13D filed on October 4, 2024 (collectively, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 5 shall have the same meanings ascribed to them in the Schedule 13D.

Item 4 of this Schedule 13D is hereby amended to add the following:

Repurchase and Distribution Agreement

On November 8, 2024, the Issuer entered into that certain Repurchase and Distribution Agreement (the “Repurchase and Distribution Agreement”) by and among the Issuer, BUSI II-C, Brookfield REIT OP GP LLC, a Delaware limited liability company (the “OP GP”), and the Operating Partnership. Pursuant to the Repurchase and Distribution Agreement, (i) BUSI II-C submitted a repurchase request to the Issuer with respect to (a) 25,123,346.212 of its Class I shares of common stock of the Issuer (“Class I Shares”), having a net asset value per share (“NAV”) of $11.081, resulting in total NAV of $278,389,287.039, and (b) 2,173,519.737 of its Class E shares of common stock of the Issuer (Class E Shares”), having a NAV per share of $11.068, resulting in a total NAV of $24,055,864.390; and (ii) the Issuer, through the Operating Partnership, authorized a distribution in kind to BUSI II-C consisting of: (x) 25,123,346.212 Class I units of the Operating Partnership (“OP Units”), having a NAV per unit of $11.081, resulting in a total NAV of 278,389,287.039, and (y) 2,173,519.737 Class E OP Units, having a NAV per unit of $11.068, resulting in a total NAV of $24,055,864.390. Pursuant to that certain Fourth Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated as of September 25, 2024 (the “OP LPA”) and the Repurchase and Distribution Agreement, BUSI II-C must hold the OP Units for a period of at least twelve full months (or such shorter period as consented to by the OP GP in its sole discretion) and any OP Units that BUSI II-C submits for redemption pursuant to the OP LPA will be redeemed for cash unless the Issuer’s board of directors determines, in its sole and absolute discretion, that such OP Units be redeemed in whole or in part in Shares.

The foregoing descriptions of the Repurchase and Distribution Agreement and the OP LPA do not purport to be complete and are qualified in their entirety by reference to the full text of the Repurchase and Distribution Agreement and the OP LPA, which are filed as exhibits hereto and incorporated by reference herein.

Share Exchange

On November 8, 2024, BPG LP exchanged all of its 643,494 Class I Shares (including 3,454 Shares that will be issued on or about November 20, 2024 pursuant to the DRIP) having a NAV of $11.081 per share, resulting in total NAV of $7,130,492.66, for 660,286 Class C shares of common stock of the Issuer (“Class C Shares”) having a NAV of $10.799 per share, having a total NAV of $7,130,492.66.

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

(a)-(b) Calculations of the percentage of Shares beneficially owned assumes that there were 56,451,031 Shares outstanding as of November 11, 2024, including 2,725,409 shares of the Issuer’s common stock that will be issued on or about November 20, 2024 pursuant to the Issuer’s distribution reinvestment plan

As of November 11, 2024, (i) BUSI II-C directly holds 469,814 Shares, 18,049 of which are designated as Class E Shares and 451,765 of which are designated as Class I Shares, (ii) BPG LP directly holds 660,286 Shares (including 3,454 Shares that will be issued on or about November 20, 2024 pursuant to the DRIP), all of which are designated as Class C Shares, (iii) BIM directly holds 66,736 Shares (including 427 Shares that will be issued on or about November 20, 2024 pursuant to the DRIP), all of which are designated as Class E Shares, (iv) PSG directly holds 14,898 Shares (including 95 Shares that will be issued on or about November 20, 2024 pursuant to the DRIP), all of which are designated as Class E Shares, and (v) the Adviser directly holds 254,470 Shares (including 1,366 Shares that will be issued on or about November 20, 2024 pursuant to the DRIP), all of which are designated as Class I Shares.

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

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

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

On August 30, 2024, the Issuer declared distributions on the Shares that are payable to holders of record immediately following the close of business on August 30, 2024 and were paid on or about September 20, 2024. With respect to the Shares directly held by BUSI II-C, BPG LP, BIM, PSG and the Adviser, these distributions were reinvested in an additional 148,969, 3,391, 419, 94 and 1,830 Shares, respectively, pursuant to the DRIP.

On September 30, 2024, the Issuer declared distributions on the Shares that are payable to holders of record immediately following the close of business on September 30, 2024 and were paid on or about October 21, 2024. With respect to the Shares directly held by BUSI II-C, BPG LP, BIM, PSG and the Adviser, these distributions were reinvested in an additional 151,781, 3,455, 427, 95 and 2,302 Shares, respectively, pursuant to the DRIP.

On October 30, 2024, the Issuer declared distributions on the Shares that are payable to holders of record immediately following the close of business on October 30, 2024 and will be paid on or about November 20, 2024. With respect to the Shares directly held by BPG LP, BIM, PSG and the Adviser, these distributions will be reinvested in an additional 3,454, 427, 95 and 1,366 Shares, respectively, pursuant to the DRIP.

Pursuant to the terms of the Advisory Agreement, the Adviser has elected to receive its management fee to date in Shares of the Issuer. As payment of its management fee under the terms of the Advisory Agreement, on August 20, 2024, September 20, 2024 and October 23, 2024 the Issuer issued 81,759, 80,557 and 81,599 Shares, respectively, designated as Class I Shares to the Adviser. On September 30, 2024, the Issuer repurchased from the Adviser 254,936 Shares for total consideration of $2,808,836.

The information in Item 4 of this Schedule 13D is incorporated herein by reference.

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

(e) As a result of the transactions reported herein, as of close of business on November 8, 2024, the Reporting Persons ceased to be the beneficial owners of more than five percent (5%) of the Issuer’s Shares. The filing of this Amendment No. 5 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

Item 6.

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

The sections titled “Operating Partnership Units” and “Amended and Restated Advisory Agreement” Item 6 of the Schedule 13D are hereby amended and restated as follows:

Operating Partnership Units

In addition to the Shares owned by BUSI II-C set forth above, as of the date hereof, BUSI II-C directly holds 25,123,346.212 Class I OP Units and 2,173,519.737 Class E OP Units (the “Exchange Units”). BUSI II-C acquired the Exchange Units it directly holds in exchange for the repurchase by the Issuer of its Class I Shares and Class E Shares pursuant to the Repurchase and Distribution Agreement. Ownership of OP Units does not constitute beneficial ownership of Shares under Rule 13d-3 under the Act because pursuant to the terms of the OP LPA and the Repurchase and Distribution Agreement, (i) BUSI II-C must hold the OP Units for a period of at least twelve full months (or such shorter period as consented to by the OP GP in its sole discretion), (ii) BUSI II-C does not have the right to require the Operating Partnership, as the issuer of the OP Units, to redeem its OP Units for Shares and (iii) any OP Units that BUSI II-C submits for redemption pursuant to the OP LPA will be redeemed for cash unless the board of directors of the Issuer determines, in its sole and absolute discretion, that such OP Units be redeemed in whole or in part in Shares. BUSI II-C disclaims beneficial ownership of the Shares that may be issuable upon exchange of the OP Units.

The foregoing descriptions of the Repurchase and Distribution Agreement and the OP LPA are not intended to be complete and are qualified in its entirety by reference to such agreements, which are filed as exhibits hereto and incorporated by reference herein.

Second Amended and Restated Advisory Agreement

The Issuer, the Operating Partnership and the Adviser are parties to that certain Second Amended and Restated Advisory Agreement, dated as of October 1, 2024 (the “Advisory Agreement”). As compensation for its services provided pursuant to the Advisory Agreement, the Issuer pays the Adviser a management fee equal to 1.25% of NAV for its Class T, Class S, Class D, Class I and Class C Shares (collectively, the “Participating Shares”) per annum payable monthly, and the Operating Partnership pays the Adviser a management fee equal to 1.25% of Operating Partnership’s NAV of its Class T, Class T-1, Class S, Class S-1, Class D, Class D-1, Class I and Class C units held by unitholders other than the Issuer (collectively, the “Participating Units”) per annum payable monthly. In addition, the Issuer and the Operating Partnership will pay the Adviser a management fee equal to 1.25% of the aggregate DST Property (as defined the Advisory Agreement) consideration per annum payable monthly for all DST Properties subject to the FMV Option (as defined the Advisory Agreement) held by the Operating Partnership. For avoidance of doubt, the Adviser does not receive a duplicative management fee with respect to any DST Property. In calculating the management fee, the Issuer and the Operating Partnership use the NAV of the Issuer and the Operating Partnership before giving effect to any accruals for the management fee, the performance fee, the stockholder servicing fee, the investor servicing fee or distributions payable on the Issuer’s shares or the Operating Partnership’s units. No management fee will be paid with respect to Class E Shares or Class E OP Units.

Pursuant to the Advisory Agreement, the Issuer pays the Adviser a performance fee equal to 12.5% of the total return, subject to a 5% hurdle amount and a high-water mark, with a catch-up with respect to the Participating Shares payable annually. The Issuer does not pay the Adviser a performance fee with respect to the Class E Shares and as a result, it is a class-specific expense. In addition, to the extent that the Operating Partnership issues Participating Units, the Operating Partnership will pay the Adviser a performance fee with respect to such Participating Units paid annually in an amount equal to 12.5% of the total return, subject to a 5% hurdle amount and a high-water mark, with a catch-up.

If the Adviser elects to receive any portion of the management and performance fees in Shares, the Adviser may elect at a later date to have the Issuer repurchase from the Adviser such Shares at a price per Share equal to the then-current transaction price for such Share in the Issuer’s public offering. Such Shares will not be subject to the terms of the Repurchase Arrangement discussed below, the repurchase limits of the Issuer’s share repurchase plan or any reduction or penalty for an early repurchase. If the Adviser elects to receive any portion of the management and performance fees in OP Units, the Adviser may elect at a later date to have the Operating Partnership repurchase such OP Units for cash unless the Issuer’s board of directors determines that any such repurchase for cash would be prohibited by applicable law or the Issuer’s charter, in which case such OP Units will be repurchased in exchange for Shares with an equivalent aggregate NAV.

This description of the Advisory Agreement is not intended to be complete and is qualified in its entirety by reference to the Advisory Agreement, which is filed as an exhibit hereto and incorporated by reference herein.

Item 7 of the Schedule 13D is hereby amended and restated as follows:

SIGNATURES

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

Date: November 12, 2024

Exhibit 11

Execution Version

REPURCHASE AND DISTRIBUTION AGREEMENT

THIS REPURCHASE AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of November 8, 2024 (the “Effective Date”), by and among Brookfield Real Estate Income Trust Inc., a Maryland corporation (the “REIT”), BUSI II-C L.P., a Delaware limited partnership (“BUSI II-C”), Brookfield REIT OP GP LLC, a Delaware limited liability company (the “OP GP”), and Brookfield REIT Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”).

RECITALS

WHEREAS, the REIT is the sole member of the OP GP, which serves as the general partner of the Operating Partnership, and the Operating Partnership is the operating partnership of the REIT and is governed by that certain Fourth Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated as of September 25, 2024 (as amended, restated or otherwise modified from time to time, the “OP LPA”);

WHEREAS, as of November 8, 2024 immediately before the Closing Time (defined below), BUSI II-C owns 25,141,395.287 shares of Class I common stock of the REIT, par value $0.01 per share (“Class I Shares”) (including 134,951.613 Class I Shares that will be issued on or about November 21, 2024 pursuant to the REIT’s distribution reinvestment plan (the “DRIP ”)), as described in greater detail below, and 2,625,284.783 shares of Class E common stock of the REIT, no par value per share (“Class E Shares”) (including 16,804.274 Class E Shares that will be issued on or about November 21, 2024 pursuant to the DRIP), as described in greater detail below, which collectively represent approximately 34% of the total issued and outstanding shares of all classes of the Company’s common stock (collectively, the “Shares”);

WHEREAS, as of November 8, 2024 immediately before the Closing Time, BUSI II-C holds (a) 12,660,957.141 Class I Shares that were initially issued as Shares or units of the Operating Partnership (“OP Units”) to an affiliate of Brookfield Asset Management Ltd. (“Brookfield”) in connection with an initial contribution of property to the REIT and were subsequently transferred to BUSI II-C, and (b) 2,088,833.929 Class E Shares that were initially issued to BUSI II-C in connection with an initial contribution of property to the REIT; such Shares as described in clauses (a) and (b) hereof are subject to that certain Brookfield Share/OP Unit Repurchase Arrangement, effective as of January 1, 2022 (the “Repurchase Arrangement”) and the restrictions and limitations included therein (the “Repurchase Arrangement Exchange Shares”);

WHEREAS, as of November 8, 2024 immediately before the Closing Time, BUSI II-C holds 191,670.455 Class I Shares that were initially issued as Shares or OP Units to an affiliate of Brookfield as compensation for the performance participation allocation and were subsequently transferred to BUSI II-C, which such Class I Shares are not subject to the Repurchase Arrangement, any early repurchase deduction, the limitations of the REIT’s share repurchase plan (the “SRP”), or any other restrictions on transfer or redemption (the “Performance Participation Exchange Shares”);

WHEREAS, as of November 8, 2024 immediately before the Closing Time, BUSI II-C holds 8,400,462.403 Class I Shares that were initially issued as Shares or OP Units to an affiliate of Brookfield in connection with a subscription agreement and were subsequently transferred to BUSI II-C, which such Class I Shares are not subject to the Repurchase Arrangement but are subject to the limitations of the SRP and the early repurchase deduction, as defined in the SRP (the “Subscription Exchange Shares”);

WHEREAS, as of November 8, 2024 immediately before the Closing Time, BUSI II-C holds 3,870,256.213 Class I Shares and 84,685.807 Class E Shares that were received upon the reinvestment of distributions pursuant to the DRIP (including Class I Shares and Class E Shares that will be issued on or about November 21, 2024 pursuant to the DRIP), and such Shares are not subject to the Repurchase Arrangement but are subject to the limitations of the SRP and the early repurchase deduction, as defined in the SRP (the “DRIP Shares”);

WHEREAS, BUSI II-C desires to submit a repurchase request to the REIT for: (a) 25,123,346.212 Class I Shares, having a net asset value per share (“NAV”) of $11.081 as of September 30, 2024, which is equal to the transaction price per share in effect on the Effective Date, resulting in total NAV of $278,389,287.039, and (b) 2,173,519.737 of its Class E Shares, having a NAV per share of $11.068 as of September 30, 2024, which is equal to the transaction price per share in effect on the Effective Date, resulting in a total NAV of $24,055,864.390 (such Class I Shares and Class E Shares presented for repurchase, the “Exchange Shares”); and, as consideration for the Exchange Shares, the REIT, through its Operating Partnership, desires to distribute an in-kind property distribution to BUSI II-C consisting of: (x) 25,123,346.212 Class I OP Units, having a NAV per unit of $11.081 as of September 30, 2024, resulting in a total NAV of $278,389,287.039, and (y) 2,173,519.737 Class E OP Units, having a NAV per unit of $11.068 as of September 30, 2024, resulting in a total NAV of $24,055,864.390 (such Class I Units and Class E Units distributed in kind, the “Exchange Units”) (such exchange, the “Transaction”);

WHEREAS, in accordance with Section 5.5 of the REIT’s Articles of Amendment and Restatement (as amended and supplemented, the “Charter”), the REIT’s board of directors (the “Board”) previously advised BUSI II-C of the risks associated with direct ownership of the Exchange Units and the Board offered BUSI II-C the election to receive such in-kind property distributions; and

WHEREAS, BUSI II-C desires to accept the in-kind distribution of the Exchange Units as consideration for the Exchange Shares and to be admitted as an additional limited partner of the Operating Partnership, and the OP GP and the Operating Partnership desire such admission.

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

1. Repurchase and Distribution. Pursuant to the terms and conditions set forth herein, and effective as of 12:00:00 p.m. Eastern Time on the Effective Date (the “Closing Time”):

(a) BUSI II-C hereby (i) irrevocably presents the Exchange Shares to the REIT for repurchase outside the terms and conditions of the SRP, and (ii) surrenders such Exchange Shares and all right, title and interest therein, including any right to receive distributions on or with respect to the Exchange Shares that are declared, or for which a record date is set, on or after the Effective Date.

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(b) The REIT hereby (i) accepts BUSI II-C’s request for repurchase of the Exchange Shares outside of the terms and conditions of the SRP, (ii) authorizes the in-kind distribution of property in accordance with Section 5.5 of the Charter, and (iii) agrees to cause the repurchase of the Exchange Shares by the REIT pursuant to this Agreement to be reflected on the books and records of the REIT and the REIT’s transfer agent and other applicable agents.

(c) Immediately following BUSI II-C’s presentation for repurchase of the Exchange Shares, the REIT, through the Operating Partnership, hereby distributes to BUSI II-C, and BUSI II-C hereby accepts, the in-kind distribution of the Exchange Units as consideration for the Exchange Shares in accordance with the requirements of Section 5.5 of the Charter. In connection with such distribution, BUSI II-C directs that the Exchange Units be placed in the name of BUSI II-C L.P., with a mailing address of 250 Vesey Street, 15th Floor, New York, NY 10281.

2. Representations, Warranties and Acknowledgments. In connection with its admission as an additional limited partner of the Operating Partnership, BUSI II-C, effective as of the Closing Time:

(a) hereby accepts and agrees to be bound by the terms and provisions of the OP LPA and represents and warrants to each of the representations and warranties set forth in Section 3.2 of the OP LPA, and has executed a counterpart signature page to the OP LPA, as set forth on Exhibit A hereto;

(b) agrees that by virtue of having executed a counterpart signature page to the OP LPA, it shall be deemed to have made the power of attorney appointment set forth in Section 8.2 of the OP LPA;

(c) represents and warrants to the OP GP and to the Operating Partnership that its acquisition of the Exchange Units is made as a principal for its own account for investment purposes only and not with a view toward resale or distribution, and agrees that it will not sell, assign or otherwise transfer the Exchange Units or any fraction thereof, whether voluntarily or by operation of law or at judicial sale or otherwise, to any person that does not similarly represent, warrant and agree;

(d) acknowledges that the Exchange Units are hereby delivered by the Operating Partnership in the form of duly authorized and validly issued Class I OP Units and Class E OP Units, free and clear of any pledge, lien, encumbrance or restriction, other than those expressly set forth in the OP LPA or as otherwise provided in this Section 2(d). In connection with the forgoing, BUSI II-C hereby acknowledges and agrees that following the Transaction:

i. 14,749,791.070 of the Exchange Units distributed to BUSI II-C as consideration for the Repurchase Arrangement Exchange Shares will be subject to the Repurchase Arrangement;

ii. 191,670.455 of the Exchange Units distributed to BUSI II-C as consideration for the Performance Participation Exchange Shares will be subject to the rights and restrictions applicable to Performance Participation Interest Units, as defined in the OP LPA; and

iii. 12,355,404.424 of the Exchange Units distributed to BUSI II-C as consideration for the Subscription Exchange Shares and the DRIP Shares will be delivered free and clear of any encumbrance or restriction on transfer or redemption, other than those expressly set forth in the OP LPA; and

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(e) understands, acknowledges and agrees that BUSI II-C, as a holder of the OP Units, will have no right to require the Operating Partnership to redeem its OP Units for Shares, and notwithstanding anything in Section 8.5 of the OP LPA to the contrary, any OP Units that BUSI II-C submits for redemption pursuant to Section 8.5 of the OP LPA will be redeemed for cash unless the board of directors of the REIT determines, in its sole and absolute discretion, that such OP Units be redeemed in whole or in part in Shares.

3. Tax Matters. The parties intend that the Transaction be treated and reported for federal income tax purposes as a distribution of the Exchange Units by the REIT to BUSI II-C in exchange for the Exchange Shares pursuant to Section 302(a) of the Internal Revenue Code of 1986, as amended.

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

5. Modification and Waiver. No amendment, waiver, change, modification or discharge of any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by the party against whom enforcement of any such amendment, waiver, change, modification or discharge is sought; provided that this Agreement may be amended, waived, changed, modified or discharged by the consent of each of the parties hereto.

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

7. Counterparts. This Agreement may be signed in counterparts and each of such counterparts shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile, DocuSign or by electronic mail in portable document format (PDF) will be as effective as delivery of a manually executed signature page of this Agreement.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date.

Signature Page to Repurchase and Distribution Agreement

EXHIBIT A

COUNTERPART SIGNATURE PAGE TO FOURTH AMENDED AND

RESTATED LIMITED PARTNERSHIP AGREEMENT OF BROOKFIELD

REIT OPERATING PARTNERSHIP L.P.

[Counterpart Signature Page Follows]

A-1

As of November 8, 2024, the undersigned has affixed its signature to this counterpart signature page to the Fourth Amended and Restated Limited Partnership Agreement of Brookfield REIT Operating Partnership L.P.

Signature page of Fourth Amended and Restated Limited Partnership Agreement of

Brookfield REIT Operating Partnership L.P.