Related Party Transactions

3 Months Ended

Mar. 31, 2026

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Partnership Agreement

Pursuant to a limited partnership agreement with the General Partner, dated May 21, 2025, as amended and restated on August 21, 2025, overall responsibility for the Fund’s oversight rests with the General Partner, subject to certain oversight rights held by the Board of Directors. The General Partner has delegated certain responsibilities to the Manager.

Performance Participation Allocation

A subsidiary of BAM, BPEF Splitter Performance LP, or any other entity(ies) so designated by it (the “Special Unitholder”), will be allocated and paid as a distribution, an incentive allocation (the “Performance Participation Allocation”) equal to 12.5% of the total return subject to a 5.0% annual hurdle amount and a high water mark with 100% catch-up. The Performance Participation Allocation is measured annually, paid quarterly, and accrued monthly (subject to pro-rating for partial periods). Pursuant to the Designation Agreement dated November 7, 2025, BPEF Splitter Performance LP designated such rights to BPEF Splitter Performance US LP.

The Special Unitholder may elect to receive the Performance Participation Allocation in cash, Class B-2 Units and/or shares or interests of intermediate entities. If the Performance Participation Allocation is paid in Class B-2 Units, such Class B-2 Units may be redeemed at the Special Unitholder’s request and will not be subject to certain limitations. Brookfield Units do not bear a Performance Participation Allocation.

For the three months ended March 31, 2026, the Fund accrued Performance Participation Allocation of $0.6 million. As of March 31, 2026, this amount was recognized as Performance Participation Allocation Payable on the Condensed Consolidated Statements of Assets and Liabilities.

Investment Management Agreement, Management Fee

On August 21, 2025, the Fund entered into an investment management agreement (the “Investment Management Agreement”) with the Manager. The Manager provides investment management services to the Fund, including identifying, structuring, and monitoring investments, arranging financing, and coordinating third-party services, during the terms of the Fund.

In consideration for its investment management services, the Manager is entitled to receive a management fee (the “Management Fees”) payable by the Fund directly or indirectly through an intermediate entity. The Management Fees are calculated monthly and paid monthly in arrears, commencing after the Initial Offering Date.

With respect to each Class of Investor Units, the Management Fees are waived for the first twelve months beginning on December 1, 2025, which is the Initial Offering Date, and thereafter are equal to an annualized 1.25% of the NAV of such Class per annum. For purposes of calculating the Management Fees, the NAV of each relevant Class of Units will be calculated, before giving effect to any accruals for the Management Fees, the servicing fees and the Performance Participation Allocation, Unit redemptions for that month, any distributions and without taking into account any taxes (whether paid, payable, accrued or otherwise) of any intermediate entity through which the Fund indirectly invests in a portfolio company, as determined in the good faith judgment of the Manager. Brookfield Units do not bear Management Fees.

The Manager may elect to receive the Management Fees in cash, Class B-2 Units and/or shares or interests of intermediate entities. If the Management Fees are paid in Class B-2 Units, such Units may be redeemed by the Fund at NAV at the Manager’s request and will not be subject to certain limitations.

For the three months ended March 31, 2026 the Fund accrued Management Fees of $0.2 million, which were fully waived by the Manager.

Servicing Fees

The Fund entered into the Dealer-Manager Agreement on October 28, 2025 with Brookfield Private Wealth LLC, a broker-dealer that is an indirect wholly owned subsidiary of Brookfield Corporation, in which the

Dealer-Manager agrees to manage the Fund’s relationships with third-party brokers and financial advisors engaged by the Dealer-Manager to participate in the distribution of Units. In exchange for its services the Dealer-Manager will receive certain servicing fees. Class S Units will incur servicing fees equal to 0.85% of the NAV and Class D Units will incur servicing fees equal to 0.25% of the NAV, both accrued per annum and payable monthly. No servicing fees will be payable with respect to Class I Units or Brookfield Units.

The Fund accrues the cost of servicing fees for the total estimated life of the Units as an offering cost at the time Class S and Class D Units are sold. As such, during the three months ended March 31, 2026, the Fund accrued $0.5 million in servicing fees in relation to Class S Units issued during the period. There were no Class D Units issued during the three months ended March 31, 2026, and, as a result, nil servicing fees were accrued for such units. The Fund was charged a total of $0.1 million in servicing fees related to Class S Units during the three months ended March 31, 2026, and Servicing Fees Payable as of March 31, 2026 was $0.6 million ($0.2 million as of December 31, 2025).

Expense Support

For the eighteen-month period following the Initial Offering Date of December 1, 2025, the Manager has agreed to forgo an amount of its Management Fees and/or pay, absorb or reimburse certain expenses of the Fund, to the extent necessary so that the total expenses borne by the Fund (excluding servicing fees, Management Fees, Performance Participation Allocation, taxes, and other excluded items) do not exceed 0.70% of the Fund's net assets annualized as of the end of each calendar month.

For the three months ended March 31, 2026, the Fund incurred $1.8 million in expenses subject to the Expense Support agreement. As of March 31, 2026, expenses incurred for the fiscal year to date in excess of 0.70% of the Fund's transactional NAV were $0.4 million, which have been absorbed by the Manager and recorded as Expense Support on the Condensed Consolidated Statement of Operations.

As of March 31, 2026, the Fund recorded $2.1 million Due from Affiliates related to advances made by the Manager on behalf of the Fund. This comprises $0.4 million in relation to expenses which were absorbed by the Manager for the three months ended March 31, 2026, and $1.7 million in relation to expenses which had previously been absorbed by the Manager as at December 31, 2025. The amounts are subject to possible future recoupment.

Due to Affiliates is comprised of cash advances made by the Manager, on behalf of the Fund for the payment of the Fund’s Organizational Expenses and certain other fund expenses to date. The Manager has agreed, at its discretion, to advance all or a portion of the Organizational Expenses and certain other fund expenses to be borne by the Fund. These amounts may be reimbursed by the Fund over a 60-month period beginning 12 months from the Initial Offering Date, and are non‐interest bearing.

For the three months ended March 31, 2026, the Fund accrued $0.2 million for Organizational Expenses, $1.3 million for Professional Fees, and $0.3 million for Directors' Fees and other expenses in Due to Affiliates, representing the amounts paid by the Manager on behalf of the Fund.

Administration Fees

The Fund entered into an Administration Agreement with BOWS Administrator LLC effective as of December 1, 2025 to provide certain administrative services in connection with the management of the Fund's operations, under which the Fund pays an administration fee (the “Administration Fees”). A rate of 0.03% on the Fund's net asset value will be charged when the Fund's net asset value is equal to or exceeds $500 million. When the Fund's net asset value is less than $500 million, a flat fee of $0.2 million will be charged, with fees accrued monthly, and paid quarterly. For the three months ended March 31, 2026 the Fund accrued $0.1 million in Due to Affiliates for Administration Fees.

Acquisition of Investments and Capital Contribution

During the three months ended March 31, 2026, the Fund acquired two investments for a total purchase price of $62.8 million. One of the investments was acquired from a Brookfield affiliate at a discount, in which a $19.7 million non-cash capital contribution has been recognized and recorded as a capital unit transaction, allocated to the Fund's Unitholders.

Promissory Note Payable

On March 1, 2026, Brookfield Private Equity Cherry Holdings US LP ("BPE Cherry Holdings LP"), a consolidated wholly owned subsidiary of the Fund, entered into a promissory note agreement (the "Promissory Note") with BSS Painting Holdings LLC, an affiliate, for a principal amount of $25.2 million for purposes of the acquisition of a new investment in March 2026.

As of March 31, 2026, the Fund had $25.2 million outstanding under the Promissory Note Payable. The note is non-interest-bearing, payable on demand, and may be prepaid in whole or in part at any time without notice, penalty or bonus. The carrying amount outstanding on the Promissory Note as of March 31, 2026, approximates its fair value. The Promissory Note has no mandatory repayments over its term and has no stated maturity date.

Credit Facility Payable

On March 3, 2026, the Fund and the Feeder entered into a two-year unsecured, revolving credit agreement (the "Credit Facility") as guarantors with Brookfield Private Equity Group Manager Holdings LP ("BPEG Manager Holdings LP" or the "Lender"), as lender. An aggregate total principal amount of up to $500.0 million is available to be borrowed from the Lender between the Credit Facility and a corresponding credit facility entered into by BPE Lux and its related entities. The Fund must maintain a loan to value ratio of not more than 50%. The Credit Facility is uncommitted and structurally subordinated to additional future facilities or debt arrangements entered into by the Fund.

As of March 31, 2026, the Fund had $37.6 million outstanding under the Credit Facility that was drawn for the acquisition of a new investment in March 2026 and accounted for as Credit Facility Payable. Under the Credit Facility, borrowings are denominated in U.S. dollars and bear interest at one month adjusted term Secured Overnight Financing Rate (“SOFR”) plus a spread of 3.65% per annum. Interest on outstanding borrowings accrues and is paid-in-kind, resulting in an increase to the outstanding principal balance. As of March 31, 2026, the effective interest rate on borrowings outstanding was equal to the stated interest rate. The carrying amount outstanding under the Credit Facility as of March 31, 2026 approximates its fair value and this facility is classified as Level III within the fair value hierarchy.

The Credit Facility matures on March 3, 2028, unless there is an earlier termination or an acceleration following an event of default. The Credit Facility has no mandatory repayments over its term, however, the Fund may voluntarily repay any loans upon notice to BPEG Manager Holdings LP without a premium or penalty, subject to certain conditions. Under the terms of the Credit Facility, the Fund is subject to customary affirmative and negative covenants.