A. General Description of Advisory Firm
The Adviser, directly or indirectly through its subsidiaries, provides investment advisory services
to Sculptor Diversified Real Estate Income Trust, Inc. and its consolidated subsidiaries, including
Sculptor REIT Operating Partnership, LP (“the Operating Partnership,” and collectively with
Sculptor Diversified Real Estate Income Trust, Inc., “Sculptor REIT”), and any other future
investment advisory clients of the Adviser (collectively, and together with Sculptor REIT, the
“Clients”).
The Adviser is wholly owned by Sculptor Real Estate Advisors LP, which is wholly owned by
Sculptor Capital LP (together with the Adviser and, where applicable, its affiliated advisers,
“Sculptor,” or the “Firm”). The Firm was founded in 1994 and is indirectly owned by Rithm
Capital Corp. (“RITM”), a publicly traded company listed on the New York Stock Exchange
(“NYSE”) under the ticker symbol “RITM,” which acquired the Firm on November 17, 2023. The
Firm is also owned in part by its limited partners who are principals.
The Adviser is registered with the SEC as an investment adviser pursuant to the Investment
Advisers Act of 1940, as amended (the “Advisers Act”).
B. Description of Advisory Services
Sculptor is a global institutional asset management firm that provides investment advice on a
discretionary and non-discretionary basis. More specifically, the Adviser is responsible for
sourcing, evaluating and monitoring the investment opportunities of Sculptor REIT and making
decisions related to the acquisition, management, financing and disposition of Sculptor REIT’s
assets in accordance with its investment objectives, guidelines, policies and limitations, subject at
all times to the terms and conditions of the advisory agreement between the Adviser and Sculptor
REIT (the “Sculptor REIT Advisory Agreement”) and to the supervision of the board of directors
of Sculptor REIT.
While not currently expected, to the extent the Adviser were to serve as investment adviser to other
Clients in addition to Sculptor REIT, it would do so pursuant to the terms and conditions of
applicable advisory agreements. The Adviser tailors its advisory services to the particular needs
of each Client. However, the specific needs of the individual investors in a Client are not the basis
for recommendations by the Adviser. Investment advice is provided directly to the Client, not
individually to the respective investors in the Client.
The Adviser provides investment advice regarding income-oriented commercial real estate across
a variety of both traditional and non-traditional sectors in the United States and Europe, including
equity interests, debt and hybrid investment structures, and to a lesser extent, real estate-related
securities. In performing investment advisory services for Clients, Sculptor acts as a fiduciary.
Sculptor’s fiduciary duty derives from Section 206 of the Advisers Act and includes an:
• Obligation to disclose all material conflicts of interest to the Clients;
• Obligation to disclose if the Adviser, or an affiliate of the Adviser, receives additional
compensation from a Client or a third party as a result of Sculptor’s relationship with a
Client;
• Obligation to obtain informed consent before engaging in certain transactions with Clients
for its own account, that of an affiliate, or another Client when acting in an advisory
capacity;
• Obligation to treat all advisory clients fairly and equitably
over time, and not unfairly
advantage one Client to the disadvantage of another over time;
• Obligation to make investment decisions that are suitable and appropriate for Clients and
consistent with their investment objectives, goals, and restrictions placed on the Adviser;
and
• Obligation to act in what the Adviser reasonably believes to be in each Client’s best
interests and, in the event of a conflict of interest, place each Client’s interests before the
Adviser’s and its affiliates’ own interests.
Throughout this Brochure, the Adviser discloses actual and potential conflicts of interest. In
addition, the Firm has adopted policies designed to mitigate any conflicts that arise or may arise.
We encourage Clients, investors, and prospective Clients to review these policies and inquire
directly with Sculptor about them. Sculptor’s conflict policies—and all policies described in this
Brochure—are available for review by Clients and investors, in the Firm’s offices or on a
password-protected website.
In addition to such policies, the Firm has established an internal Compliance and Conflicts
Committee (the “Conflicts Committee”), which seeks to mitigate certain conflicts by considering
and reviewing them to determine appropriate actions, as needed. Separately, Sculptor REIT’s
corporate governance guidelines require it to have a standing affiliated transaction committee of
the board of directors composed of all the independent directors.
Further, any Clients’ offering materials (including the private placement memorandum (“PPM”)
of Sculptor REIT) identify in additional detail certain conflicts of interest and specific risks that
exist or may exist and may set forth additional conflict resolution procedures. A copy of any
Clients’ most current offering materials (including the PPM) of Sculptor REIT) is available upon
request to investors in those Clients, as applicable.
To ensure that employees have the information and skills necessary to perform their duties in
accordance with all applicable laws, regulations, the terms of any Clients’ most current offering
materials (including the PPM of Sculptor REIT), and Sculptor’s requirements for the workplace,
all Firm employees are required to complete certain annual trainings. Mandatory annual
compliance trainings are designed to reinforce our policies and procedures for the handling of
material non-public information, conflicts of interest, and employee securities trading. Annual
training specifically targeted at ensuring the understanding of, and compliance with, the Foreign
Corrupt Practices Act and, as applicable, other foreign anti-corruption laws and regulations is also
mandatory. Mandatory annual trainings also cover areas relating to information security and
harassment prevention.
C. Availability of Customized Services for Clients
The investment objectives, guidelines, and any investment restrictions applicable to the
Clients, including Sculptor REIT, are described in the relevant offering documents and are
not tailored to the needs of specific investors in the Clients.
D. Wrap Fee Programs
As of the date of this Brochure, the Firm does not currently participate in any wrap fee
programs (as defined by the SEC) but may do so in the future.
E. Assets Under Management
As of May 1, 2024, the Adviser managed approximately $252.4 million in assets on a
discretionary basis and no client assets on a non-discretionary basis.