Related Party Transactions | Related Party Transactions The following table details the components of due to affiliates: June 30, 2024 Advanced organizational and offering expenses $ 2,158 Advanced operating expenses 1,666 Accrued shareholder servicing fees 196 Due to affiliates $ 4,020 There were no amounts recorded as due to affiliates as of December 31, 2023. Organization and Offering Expenses The Adviser has agreed to advance organization and offering expenses (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials, design and website expenses, fees and expenses of the Company’s escrow agent and transfer agent, and expense reimbursements for actual costs incurred by employees of Morgan Stanley Distribution, Inc., the dealer manager for the Offering (the "Dealer Manager"), in the performance of wholesaling activities, but excluding upfront selling commissions, dealer manager fees and the shareholder servicing fee) on the behalf of the Company through April 1, 2025, which is 12 months following the initial closing of the Offering. The Company will reimburse the Adviser for all such advanced expenses ratably over a 60 -month period following April 1, 2025. Such reimbursement may be paid, at the Adviser’s election, in cash, Class E shares or Class E Operating Partnership units, or any combination thereof. If the Adviser elects to receive any portion of such reimbursement in the Company’s common shares or Operating Partnership units, the Company may repurchase such common shares or units from the Adviser at a later date. As of June 30, 2024, the Adviser and its affiliates have incurred organization and offering expenses on the Company’s behalf of approximately $2,158, which is recorded as a liability on the Company's condensed consolidated balance sheets. As of December 31, 2023, the Adviser and its affiliates have incurred organization and offering expenses on the Company’s behalf of approximately $1,800 , but these organizational and offering expenses were not recorded in the accompanying condensed consolidated financial statements because such costs were not the Company’s liability until April 1, 2024, the date on which the Company commenced operations through the initial closing of the Offering and admittance of third-party shareholders. Organizational expenses are expensed as incurred, and offering expenses are be charged to equity. For the three and six months ended June 30, 2024, t he Company recorded organizational expenses of $1,920 in its condensed consolidated statements of operations. Operating Expenses The Adviser has agreed to advance certain operating expenses on behalf of the Company through April 1, 2025, which is 12 months following the initial closing of the Offering. The Company will reimburse the Adviser for all such advanced expenses ratably over a 60 -month period following April 1, 2025. As of June 30, 2024, the Adviser and its affiliates have incurred operating expenses on the Company’s behalf of approximately $1,666, which is recorded as a liability on the Company's condensed consolidated balance sheets. As of December 31, 2023, the Adviser and its affiliates have incurred operating expenses on the Company’s behalf of approximately $46 , but these operating expenses were not recorded in the accompanying condensed consolidated financial statements because such costs were not the Company’s liability until April 1, 2024, the date on which the Company commenced operations through the initial closing of the Offering and admittance of third-party shareholders. Operating expenses are expensed in the period in which they are incurred. For the three and six months ended June 30, 2024, t he Company recorded operating expenses of $1,666 as a component of general and administrative in its condensed consolidated statements of operations. Dealer Manager On April 1, 2024, the Company entered into a dealer manager agreement (the “Dealer Manager Agreement”) with the Dealer Manager, pursuant to which the Dealer Manager will serve as the dealer manager for the Offering. The Dealer Manager is entitled to receive upfront selling commissions of up to 3.5% of the transaction price of each Class F-S share and Class S share sold in the Offering. In addition, the Company pays the Dealer Manager selling commissions equal to 0.85% per annum of the aggregate NAV of our outstanding Class F-S shares and Class S shares over time as shareholder servicing fees for ongoing services rendered to shareholders. There are no upfront selling commissions or shareholder servicing fees for Class I shares, Class F-I shares or Class E shares. For the three and six months ended June 30, 2024, the Company incurred $1,906 in upfront selling commissions and $414 in shareholder servicing fees, which are charged against additional paid-in-capital as offering costs. OP Agreement On April 1, 2024, the Operating Partnership entered into the Amended and Restated Limited Partnership Agreement, by and among the Company, as the general partner, the Special Limited Partner, and the other limited partners party thereto from time to time. Advisory Agreement On April 1, 2024, the Company entered into an advisory agreement (the "Advisory Agreement") with the Operating Partnership and the Adviser. Pursuant to the Advisory Agreement, the Adviser is responsible for sourcing, evaluating and monitoring the Company’s investment opportunities and making decisions related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s investment objectives, guidelines, policies and limitations, subject to oversight by the Company’s board of trustees. Certain affiliates of the Company, including the Adviser, will receive fees and compensation in connection with the offering and ongoing management of the assets of the Company. The Adviser will be paid a management fee equal to (1) 0.50% of NAV for Founder Share Classes and (2) 1.25% of NAV for shares classes other than the Founder Share Classes except Class E shares, in each case, per annum payable monthly. Additionally, to the extent that the Operating Partnership issues Operating Partnership units to parties other than the Company, the Operating Partnership will pay the Adviser a management fee equal to (1) 0.50% of the NAV of the Operating Partnership attributable to Founder Share Class units not held by the Company and (2) 1.25% of NAV of the Operating Partnership attributable to units other than Founder Share Class units not held by the Company except Class E Operating Partnership units, in each case, per annum payable monthly. The management fee will be paid, at the Adviser’s election, in cash, Class E shares or Class E Operating Partnership units, or any combination thereof. In addition, the Adviser has agreed to waive the management fee through April 1, 2025, which is 12 months following the initial closing of the Offering. In addition, so long as the Advisory Agreement has not been terminated between the Company and the Adviser, the Special Limited Partner holds a performance participation interest in the Operating Partnership that entitles it to receive in the aggregate an allocation from the Operating Partnership equal to 12.5% of the Total Return with respect to all of the Operating Partnership units, except Class E Operating Partnership units, subject to a 5% Hurdle Amount and a High Water Mark with respect to such class of units, with a Catch-Up (each term as defined in the limited partnership agreement of the Operating Partnership). Such allocation will be made annually and accrue monthly. Distributions on the performance participation interest may be payable in cash or Class E Operating Partnership units, or any combination thereof, at the election of the Special Limited Partner. The Special Limited Partner has agreed to waive distributions with respect to its performance participation interest through April 1, 2025 and as such the Company will not begin making monthly accruals until such date. The Company may retain certain of the Adviser’s affiliates, from time to time, for services relating to its investments or its operations, which may include accounting and audit services (including valuation support services), account management services, corporate secretarial services, data management services, trusteeship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, property management services, leasing services, property, title and/or other types of insurance and related services, transaction support services, transaction consulting services and other similar operational matters. The Operating Partnership or its subsidiary may also issue equity incentives to certain employees of such affiliates. Any payments made to the Adviser’s affiliates will not reduce the management fee or performance participation allocation. Any such arrangements will be at or below market rates. As of June 30, 2024 and December 31, 2023 , the Company has not retained an affiliate of the Adviser for any such services. Warehouse Funding Facility On November 22, 2023, the Company, as borrower, and MSREI Holding, an affiliate of the Adviser, as lender, entered into the Warehouse Funding Facility with a maximum amount of $125,000 that generally bears interest at a variable rate based on the Secured Overnight Funding Rate plus a spread based on the external cost typically used by Morgan Stanley to price funding for its business units and has a maturity date of May 22, 2025. As of December 31, 2023, the Warehouse Funding Facility had $28,750 of principal outstanding with an average all-in interest rate of 6.83%. During the six months ended June 30, 2024, the Company incurred interest of $284 recorded as interest expense in the condensed consolidated statements of operations. During the three months ended June 30, 2024, no interest was incurred because the Warehouse Funding Facility was repaid and terminated on April 1, 2024 . There were no financial covenants associated with the Warehouse Funding Facility. |