Q: |
What is the difference between the Class T, Class S, Class D and Class I Common Shares being offered? |
A: |
We are offering to the public four classes of Common Shares: Class T, Class S shares, Class D shares and Class I shares. The differences among the share classes relate to ongoing shareholder servicing and/or |
distribution fees, which are similar to sales commissions. In addition, Class T shares are subject to an upfront sales load charged by Brookfield Oaktree Wealth Solutions LLC (the “Distribution Manager”) and Class S shares, Class D shares and Class I shares are not subject to such a load although if you buy Class S shares or Class D shares through certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 1.5% cap on NAV for Class D shares and a 3.5% cap on NAV for Class S shares. Selling agents will not charge such fees on Class I shares. See “Description of Our Shares” and “Plan of Distribution” for a discussion of the differences between our Class T, Class S, Class D and Class I shares. |
Q: |
What are the offering and servicing costs? |
A: |
No upfront sales load will be paid to us or the Distribution Manager with respect to Class S shares, Class D shares or Class I shares, however, if you buy Class S shares or Class D shares through certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 1.5% cap on NAV for Class D shares and a 3.5% cap on NAV for Class S shares. Class T shares will be offered on a monthly basis at a price per share equal to the NAV per share for such Class plus an upfront sales load of up to 3.5% of NAV per share that will be included in the offering price for the shares and will be paid to the Distribution Manager and reallowed (paid) to participating brokers. Selling agents will not charge such fees on Class I shares. Please consult your selling agent for additional information. |
(1) | No upfront sales load will be paid to the Fund or the Distribution Manager with respect to Class S shares, Class D shares or Class I shares, however, if you buy Class S shares or Class D shares through certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 1.5% cap on NAV for Class D shares and a 3.5% cap on NAV for Class S shares. Class T shares will be offered on a monthly basis at a price per share equal to the NAV per share for such Class plus an upfront sales load of up to 3.5% of NAV per share that will be included in the offering price for the shares and will be paid to the Distribution Manager and reallowed (paid) to participating brokers. For Class T shares, the 3.5% of NAV upfront sales load may include up to a maximum of 1.50% of NAV payable as a dealer fee, in which case a maximum of 2.00% of NAV would be payable as a selling commission. To the extent the dealer fee applicable to a sale of Class T shares is lower than 1.50%, the maximum amount payable as a selling commission would be correspondingly higher, subject to the total maximum upfront sales load of 3.50%. Selling agents will not charge such fees on Class I shares. Please consult your selling agent for additional information. |
Class T shares |
||||||||||||||||
Return Assumption |
1 Year |
3 Years |
5 Years |
10 Years |
||||||||||||
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return from net investment income: |
$ | $ | $ | $ | ||||||||||||
You would pay the following expenses on an $1,000 investment, assuming a 5.0% annual return from net investment income and payment of the maximum upfront sales load: |
$ | $ | $ | $ | ||||||||||||
Total expenses assuming a 5.0% annual return solely from net realized capital gains: |
$ | $ | $ | $ |
Maximum Offering of $1,250,000,000 in Class T Shares |
||||||||
Gross Proceeds (1) |
$ | 1,250,000,000 | 100 | % | ||||
Upfront Sales Load (2) |
$ | 43,750,000 | 3.50 | % | ||||
Offering Expenses (3) |
$ | 2,500,000 | 0.20 | % | ||||
Net Proceeds Available for Investment |
$ | 1,247,500,000 | 96.30 | % |
(1) | We intend to conduct a continuous offering of an unlimited number of Common Shares over an unlimited time period by filing a new registration statement prior to the end of the three-year period described in Rule 415 under the Securities Act; however, in certain states this offering is subject to annual extensions. |
(2) | No upfront sales load will be paid to the Fund or the Distribution Manager with respect to Class S shares, Class D shares or Class I shares, however, if you buy Class S shares or Class D shares through certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 1.5% cap on NAV for Class D shares and a 3.5% cap on NAV for Class S shares. In the case of Class T shares, such shares will be sold at NAV per share for such class plus an upfront sales load of up to 3.5% of NAV per share that will be included in the offering price for the shares and reallowed (paid) by the Distribution Manager to participating brokers. For Class T shares, the 3.5% of NAV upfront sales load may include up to a maximum of 1.50% of NAV payable as a dealer fee, in which case a maximum of 2.00% of NAV would be payable as a selling commission. To the extent the dealer fee applicable to a sale of Class T shares is lower than 1.50%, the maximum amount payable as a selling commission would be correspondingly higher, subject to the total maximum upfront sales load of 3.50%. Selling agents will not charge such fees on Class I shares. We will pay the following shareholder servicing and/or distribution fees to the Distribution Manager, subject to FINRA limitations on underwriting compensation: (a) for Class T shares and Class S shares only, a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV for the Class T shares and Class S shares, respectively, and (b) for Class D shares only, a shareholder servicing and/or distribution fee equal to 0.25% per annum of the aggregate NAV for the Class D shares, in each case, payable monthly. The shareholder servicing and/or distribution fees are similar to sales commissions. The distribution and servicing expenses borne by the participating brokers may be different from and substantially less than the amount of shareholder servicing and/or distribution fees |
charged. The Distribution Manager will reallow (pay) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services. All or a portion of the shareholder servicing and/or distribution fee may be used to pay for sub-transfer agency, sub-accounting and certain other administrative services. The Fund also may pay for these sub-transfer agency, sub-accounting and certain other administrative services outside of the shareholder servicing and/or distribution fees and its Distribution and Servicing Plan. The total amount that will be paid over time for shareholder servicing and/or distribution fees depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments, and is not expected to be paid from sources other than cash flow from operating activities. We will cease paying the shareholder servicing and/or distribution fee on the Class T shares, Class S shares and Class D shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate, underwriting compensation from all sources in connection with this offering, including the shareholder servicing and/or distribution fee and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering. In addition, consistent with the exemptive relief allowing us to offer multiple classes of shares, at the end of the month in which the Distribution Manager in conjunction with the transfer agent determines that total transaction or other fees, including upfront placement fees or brokerage commissions, and shareholder servicing and/or distribution fees paid with respect to the shares held in a shareholder’s account would exceed, in the aggregate, 10% of the gross proceeds from the sale of such shares (or a lower limit as determined by the Distribution Manager and the applicable selling agent), we will cease paying the shareholder servicing and/or distribution fee on the Class T shares, Class S shares and Class D shares in such shareholder’s account. Compensation paid with respect to the shares in a shareholder’s account will be allocated among each share such that the compensation paid with respect to each individual share will not exceed 10% of the offering price of such share. We may modify this requirement in a manner that is consistent with applicable exemptive relief. At the end of such month, the applicable Class T shares, Class S shares or Class D shares in such shareholder’s account will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such Class T shares, Class S or Class D shares. See “Plan of Distribution.” |