This study investigated membrane fouling and biomass characteristics during water extraction from mixed liquor of an aerobic bioreactor by a submerged forward osmosis (FO) system. As the sludge concentration in the reactor increased from 0 to 20 g/L, fouling of the FO membrane increased but was much less severe than that of a reference microfiltration membrane. The results also indicate that aeration can be used to effectively control membrane fouling. By increasing the draw solute concentration, as expected, the initial water flux was increased. However, there appears to be a critical water flux above which severe membrane fouling was encountered. A short-term osmotic membrane bioreactor experiment showed build-up of salinity in the bioreactor due to the reverse draw solute transport and inorganic salts rejection by the FO membrane. Salinity build-up in the bioreactor reduced the permeate flux and sludge production, and at the same time, altered the biomass characteristics, leading to more soluble microbial products and less extracellular polymeric substances in the microbial mass. Additionally, the inhibitory effects of the increased salinity on biomass and the high rejection capacity of FO led to the build-up of ammonia and ortho-phosphate in the bioreactor.