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August 1, 2023
Steven Orbuch
Chairman and Chief Executive Officer
Sculptor Diversified Real Estate Income Trust, Inc.
9 West 57th Street, 40th Floor
New York, NY 10019
Re:Sculptor Diversified Real Estate Income Trust, Inc.
Registration Statement on Form 10
Filed July 5, 2023
File No. 000-56566
Dear Steven Orbuch:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Registration Statement on Form 10
Our Property Investments and CapGrow, page 5
1.Please clarify what you mean by the statement that "this promote crystallizes every five
years."
2.Please revise the table on page 9 to clearly reflect the controlling interest in CapGrow and
reconcile the ownership percentages in the table with the disclosure on page 5, which
states that you own an indirect controlling interest in CapGrow of 69.22%.  Please also
revise the organization chart to disclose the ownership and voting percentages held in the
company.

 FirstName LastNameSteven  Orbuch
 Comapany NameSculptor Diversified Real Estate Income Trust, Inc.
 August 1, 2023 Page 2
 FirstName LastName
Steven  Orbuch
Sculptor Diversified Real Estate Income Trust, Inc.
August 1, 2023
Page 2
Fees Paid to the Advisor and Its Affiliates, page 10
3.To the extent any fees have been paid to the advisor, please include a table of the fees paid
or, if not, fees accrued through the most recent financial statements.  This would include
quantifying the organization and offering reimbursement expenses accrued to date.  Please
describe any termination fees that may be payable to your adviser, dealer manager or any
of their affiliates.  Additionally, please provide a hypothetical demonstrating how the
performance allocation will be determined.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
19
4.We note your disclosure that rental revenues were driven primarily by the net growth in
the size of your real estate portfolio which generated additional rental revenues.  Please
tell us what consideration you gave to providing period to period changes
in same rental performance, including relative impact of rent rate changes.
5.Please revise your disclosure here, or elsewhere as applicable, to describe how you
monitor the credit quality of your tenants.
6.Please expand the discussion of interest rates to clarify whether the increased interest rates
have had a material impact upon the financial statements and discuss the risks of increased
interest rates going forward.
7.Given your business of investing in commercial real estate, please provide disclosure of
the potential risks and uncertainties in the market.
8.We note that 50% of your rental income is attributable to one lessee.  Please provide clear
disclosure in the MD&A and business sections regarding the risks related to reliance upon
one significant customer and clearly disclose, if true, that over 73% of your rental income
is attributable to your 4 largest customers.  Lastly, please clearly disclose the nature of the
lease agreement with Sevita and file as an exhibit, if the company is substantially
dependent upon the agreement.
Item 5. Directors and Executive Officers, page 36
9.We note that Mr. Pettinelli is the founder and CEO of CapGrow and manages the day to
day business and affairs of CapGrow.  Under Rule 405 of Regulation C,
an executive officer of a subsidiary may be an executive officer of a registrant if he or she
performs policy making functions. Please revise to clarify whether Mr. Pettinelli would be
considered an executive officer. If so, please revise your registration statement
accordingly, including the disclosures required by Items 401, 402, and 404 of Regulation
S-K. If not, please supplementally provide us with your analysis.

 FirstName LastNameSteven  Orbuch
 Comapany NameSculptor Diversified Real Estate Income Trust, Inc.
 August 1, 2023 Page 3
 FirstName LastName
Steven  Orbuch
Sculptor Diversified Real Estate Income Trust, Inc.
August 1, 2023
Page 3
Receipt of Fees by Our Advisor and Its Affilliates, page 48
10.Please revise to quantify all fees paid or accrued to your Advisor, or advise.  See Item 404
of Regulation S-K.

Market Price of and Dividends on the Registrant's Common Equity, page 53
11.We note your disclosure that as of July 5, 2023, there were 15,020,145 shares of your
Class F common stock outstanding, held by a total of 2 holders, and 1,918,106 shares of
your Class FF common stock outstanding, held by a total of 26 holders.  It
appears 15,000,000 of those shares are held by OPERF.  Please reconcile this with Section
6.1 of your Articles which provides that No Person shall Beneficially Own or
Constructively Own Shares to the extent that such Beneficial Ownership or Constructive
Ownership of Shares would result in the Corporation being “closely held” within the
meaning of Section 856(h) of the Code or provide clear disclosure as to why the OPERF
ownership does not result in the company being closely held within the meaning of
Section 856(h).
Index to Financial Statements
Consolidated Statements of Cash Flows (Unaudited), page F-5
12.We note on page F-6 that the Successor column for the period from January 4, 2023
through March 31, 2023 reconciles to a cash and cash equivalents and restricted cash
balance of negative $124,885 as of March 31, 2023, instead of positive $17,911.  Please
clarify and revise accordingly.
3. Investments in Real Estate, Net
Business Combination, page F-13
13.Please revise your disclosure to include a qualitative description of the factors that
comprise the amount of goodwill recorded.  We refer you to ASC 805-30-50-1a.
12. Rental Income, page F-23
14.We note that your leases are structured as triple-net leases where tenants are responsible
for the payment of all taxes, maintenance, repairs, insurance, environmental and other
operating expenses relating to the residential and commercial real estate.   From your
disclosures, it appears that Sevita represents a major tenant that as of March 31, 2023 and
December 31, 2022, occupies approximately 49% and 50%, respectively, of your units,
with various expiration dates through March 2032.  It appears your triple-net lease with
Sevita represents a significant asset concentration.   Please tell us your consideration to
include full audited financial statements of Sevita within your filing to allow potential
investors to evaluate risk to you related to this significant asset concentration.

 FirstName LastNameSteven  Orbuch
 Comapany NameSculptor Diversified Real Estate Income Trust, Inc.
 August 1, 2023 Page 4
 FirstName LastName
Steven  Orbuch
Sculptor Diversified Real Estate Income Trust, Inc.
August 1, 2023
Page 4
General
15.Please be advised that you are responsible for analyzing the applicability of the tender
offer rules, including Rule 13e-4 and Regulation 14E, to your share repurchase program.
We urge you to consider all the elements of your share repurchase program in determining
whether the program is consistent with relief granted by the Division of Corporation
Finance in prior no action letters. See, for example, T REIT Inc. (Letter dated June 4,
2001) and Wells Real Estate Investment Trust II, Inc. (Letter dated December 3, 2003).
To the extent you have questions as to whether the program is entirely consistent with the
relief previously granted by the Division of Corporation Finance, you may contact the
Division’s Office of Mergers and Acquisitions at 202-551-3440.
16.Please be advised that you are responsible for analyzing the applicability of Regulation M
to your repurchase program. We urge you to consider all the elements of your repurchase
program in determining whether the program is consistent with the class relief granted by
the Division of Market Regulation in the class exemptive letter granted Alston & Bird
LLP dated October 22, 2007. To the extent you have questions as to whether the program
is entirely consistent with that class exemption you may contact the Division of Trading
and Markets at 202-551-5777.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Frank Knapp at 202-551-3805 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ruairi Regan at 202-551-3269 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Robert H. Bergdolt, Esq.