v3.26.1
Summary of Significant Accounting Policies
7 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements of the Fund have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Fund is considered an investment company under GAAP and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 946, Financial Services‐Investment Companies (“ASC 946”). Accordingly, investments are measured at fair value in the Consolidated Statement of Assets and Liabilities, with changes in fair value recognized as Net Change in Unrealized Gain (Loss) on Investments and Net Realized Gain (Loss) on Investments in the Consolidated Statement of Operations.
Use of Estimates
The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income, expenses, gains and losses during the reported periods. Changes in the economic environment, financial markets, creditworthiness of our portfolio companies, and any other parameters used in determining these estimates could cause actual results to differ materially. Such estimates include those used in the valuation of the Fund’s investments and financial instruments and the measurement of deferred tax balances. Actual results could differ from those estimates.
Principles of Consolidation
In accordance with ASC 946, the Fund, as an investment company, generally does not consolidate subsidiaries unless it holds a controlling financial interest in another investment company or in an operating company whose sole business is to provide services to the Fund. A controlling financial interest is defined as (a) the power to direct the activities of the investment company that most significantly impact the Fund’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the Fund. In instances where the Fund wholly owns another investment company, this would constitute a controlling interest, and consolidation would be appropriate. For non‐wholly owned interests in investment companies, the Fund assesses the nature of the investment structure and considers its interests in and governance rights over the investment company to determine whether it holds a controlling financial interest. This analysis requires significant judgment.
The Fund has determined that it holds a controlling financial interest in the Aggregator, because: (a) the General Partner acts solely on behalf of the Fund in carrying out its duties, and (b) the Fund absorbs substantially all of the Aggregator’s economic variability. The Aggregator is considered an investment company under GAAP and is therefore consolidated by the Fund. The Aggregator holds a number of wholly owned subsidiaries that are also considered investment companies under ASC 946. These subsidiaries are also consolidated by the Fund. At each reporting date, the Fund evaluates whether it continues to hold a controlling financial interest in the Aggregator or any other entities within the Fund structure and assesses the implications for consolidation. All significant intercompany balances and transactions have been eliminated in consolidation.
Fair Value of Investments and Financial Instruments
ASC Topic 820, Fair Value Measurement (“ASC 820”), establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment, the characteristics specific to the investment, and the state of the marketplace. Investments with readily available, actively quoted prices, or for which fair value can be measured from actively quoted prices, generally have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Investments measured and reported at fair value are classified and disclosed in one of the following categories:
Level I ‐ Unadjusted quoted prices in active markets for identical investments as of the reporting date.
Level II ‐ Pricing inputs other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies.
Level III ‐ Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. Fair value for these investments is determined using valuation methodologies that consider a range of factors, including but not limited to, the price at which the investment was acquired, the nature of the investment, local market conditions, valuations for comparable companies, current and projected operating performance and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant judgment.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The General Partner’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.
Investments at Fair Value
The Fund measures its investments at fair value in accordance with ASC 820. Fair value is the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In the absence of observable market prices, the Fund’s investments are measured using valuation methodologies applied on a consistent basis as described below. Additional information regarding these investments is provided in Note 3. “Investments and Fair Value Measurements”.
The Fund determines the fair value of its investments using the best information available under the circumstances, incorporating its own assumptions, including those market participants would likely use. This process involves a significant degree of judgment and considers both internal and external factors, including appropriate risk adjustments for non-performance and liquidity. Additional considerations include macroeconomic and industry conditions, potential transactions, external indications of value, investment performance, outlook, and related cash flow activity. In the absence of observable market prices, the Fund may use multiple valuation techniques and, where no external indication of value exists, may apply equal weighting across approaches. The selection and weighing of valuation methods may vary depending on specific facts and circumstances and shall be subject to change from time to time depending on the applicable asset. The values estimated by the Fund may differ significantly from values that would have been used had a readily available market for the investments existed and the differences could be material to the consolidated financial statements.
The income approach is generally the Fund’s primary valuation approach for its private investments. Most commonly under the income approach, the discounted cash flow method is used, whereby the fair value of an investment is estimated based on the present value of the cash flows from the investment using reasonable assumptions and estimations of expected future cash flows and the appropriate risk-adjusted discount rate that captures the risk inherent to the investment. Investments may also be valued at their acquisition price for a
period of time after an acquisition as the best measure of fair value in the absence of any conditions or circumstances that would indicate otherwise.
In determining the fair value of portfolio companies under this approach, the Fund makes assumptions over a projection period regarding unobservable inputs such as revenues, operating income, capital expenditures, income taxes, working capital needs and the terminal value and exit multiple of the investee company, among other assumptions. The Fund discounts those projected cash flows by deriving a discount rate based on a capital structure similar to that of a market participant using observable inputs such as the rate of return available in the market on an investment free of default risk, an equity risk premium to reflect the additional risk of a market portfolio of equity instruments over risk‐free instruments, beta as a measure of risk based on share price correlation to the market, and equity and debt‐to‐capital ratios of companies deemed comparable to the portfolio company.
The Fund may also use one or more secondary approaches (e.g., comparable market transactions, performance multiples, net asset valuations, guideline public companies, and external valuation indications) to assess the reasonableness of the conclusion from the primary approach.
Investments in debt securities that are not listed on an exchange are valued by the Fund after considering among other factors, external pricing sources, recent trading activity or market transactions of similar securities adjusted for security specific factors such as structure priority and interest and yield risks.
Publicly traded investments in active markets are reported at the market closing price, less a discount, as appropriate, as determined by the Fund to reflect restrictions on disposition where such restrictions are an attribute of the investment.
Convertible preferred investments may be valued using an option pricing model based on the specific terms of the security, including but not limited to, the publicly traded share price of the common shares or units in active markets as of the reporting date, preferred-in-kind dividend rate, relative yield and other adjustments to the common shares or units, as well as restrictions related to timing of conversion, as applicable, or actual trades of the convertible preferred investment.
Cash and Cash Equivalents
Cash represents cash held in banks. Cash equivalents represent short‐term, highly liquid investments with original maturities of three months or less. Interest income earned from cash held in operating accounts is reported as Other Income in the Consolidated Statement of Operations.
Foreign Currency
Assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the reporting date. Transactions denominated in foreign currencies, including purchases and sales of investments and income and expenses, are translated into U.S. dollar amounts on the date of those transactions. The Fund’s investments may be denominated in foreign currencies and thus, are subject to foreign currency exchange rate fluctuations. Adjustments arising from foreign currency transactions and translation of assets and liabilities denominated in foreign currencies are reflected in the Consolidated Statement of Operations.
The Fund does not separately report the effect of changes in foreign exchange rates on investments from changes in the fair values of those investments. Accordingly, such effects are included in Net Realized Gain (Loss) on Investments and Net Change in Unrealized Gain (Loss) on Investments in the Consolidated Statement of Operations.
Segment Reporting
The Fund operates through a single reportable segment. The chief operating decision maker (the “CODM”) is the Fund’s Chief Executive Officer. The CODM assesses the performance of, allocates resources and makes operating decisions for the Fund primarily based on the Fund’s Net Increase (Decrease) in Net Assets Resulting from Operations as reported in the Consolidated Statement of Operations. Reportable
segment assets are reflected on the accompanying Consolidated Statement of Assets and Liabilities as Total Assets and reportable segment significant expenses reviewed by the CODM are listed on the accompanying Consolidated Statement of Operations.
Net Realized and Unrealized Gain (Loss) on Investments
The Fund recognizes Net Realized Gain (Loss) on Investments when transacted by the Fund. Without regard to unrealized gains or losses previously recognized, Net Realized Gain (Loss) on Investments are measured as the difference between the net proceeds from the sale, repayment or disposal of an asset and the adjusted cost basis of the asset.
Net Change in Unrealized Gain (Loss) on Investments is the change in fair value of the Fund's underlying investments during the reporting period, including any reversal of previously recorded unrealized gains or losses when gains or losses are realized.
Derivative Instruments
The Fund recognizes derivative instruments as assets or liabilities at fair value in its Consolidated Statement of Assets and Liabilities as Derivative Assets at Fair Value or Derivative Liabilities at Fair Value. Derivative instruments are valued based on contractual cash flows and observable inputs generally comprising of yield curves and foreign currency rates.
Unrealized gains and losses are presented in Net Change in Unrealized Gain (Loss) on Derivative Instruments on the Consolidated Statement of Operations. When a derivative instrument is settled through either delivery or offset by entering into another derivative instrument contract, the Fund recognizes realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it was closed.
As of December 31, 2025, the Fund had not designated any derivative instruments as fair value, cash flow or net investment hedges for accounting purposes. Further information on derivative instruments can be found within Note 4. “Derivative Instruments”.
Organizational, Offering and Other Fund Expenses
Prior to the first anniversary of December 1, 2025, (the "Initial Offering Date”), Organizational Expenses, offering expenses and certain other fund expenses, including Directors' Fees, Professional Fees, and Administration Fees, may be funded by the Manager in its sole discretion. The Fund may reimburse the Manager for these advanced expenses ratably over the sixty (60) months following the first anniversary of the Initial Offering Date and the Manager, in its sole discretion, may voluntarily waive such reimbursement. After the first anniversary of the Initial Offering Date, organizational and certain other fund expenses will be recorded as incurred. To the extent these expenses are funded by the Manager, a payable to the Manager is recognized as Due to Affiliate on the Consolidated Statement of Assets and Liabilities.
Expense Support
For the eighteen-month period following the Initial Offering Date, the Manager has agreed to forgo an amount of its monthly Management Fee to offset specified expenses and/or pay, absorb, or advance certain expenses of the Fund, such that the annual expenses borne by the Fund (excluding Management Fees, servicing fees, Performance Participation Allocation (as defined in Note 6. “Related Party Transactions”), 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. The Fund has agreed to carry forward the amount of any foregone management fee and expenses paid, absorbed or reimbursed by the Manager, for repayment to the Manager when and if requested by the Manager, but only if and to the extent that such expenses do not exceed 0.70% of the Fund's net assets annualized as of the end of each calendar month. The amount of expenses the Manager has absorbed pursuant to this arrangement is reported as Expense Support on the Consolidated Statement of Operations and Due from Affiliates on the Consolidated Statement of Assets and Liabilities. Refer to Note 6. “Related Party Transactions” for more information.
Management Fees Waived
The Manager has agreed to waive the Management Fees (as defined in Note 6. “Related Party Transactions”) for a period of twelve months from the Initial Offering Date. The waived Management Fees are reported in Management Fees Waived on the Consolidated Statement of Operations. Refer to Note 6. “Related Party Transactions” for more information.
Servicing Fees
Pursuant to the Dealer-Manager Agreement dated October 28, 2025 and entered into between the Fund and Brookfield Oaktree Wealth Solutions LLC (legal name change to Brookfield Private Wealth LLC effective January 1, 2026) a broker-dealer (the “Dealer-Manager” or "BOWS"), the Fund will pay the Dealer-Manager servicing fees equal to 0.85% of the NAV per annum for the Class S Units, and 0.25% of the NAV per annum for the Class D Units, in each case, accrued and payable monthly. No servicing fees are payable for the Class I Units or the Brookfield Units. In calculating the Servicing Fees, the Fund will use the NAV of the Units before giving effect to any accruals for Management Fees, repurchases, if any, for that month and distributions payable on such Units. The Dealer-Manager anticipates that all or a portion of the servicing fees will be retained by, or reallowed (paid) to, participating brokers or other financial intermediaries.
The Fund accrues the cost of the servicing fees for the estimated life of the Units upon issuance of Class S Units and Class D Units directly in the Consolidated Statement of Changes in Net Assets. The calculation of the estimated servicing fees to be paid in future periods includes the use of significant estimates, including the determination of the total estimated life of the Units and their market expectations. The corresponding payable is recognized as Servicing Fees Payable on the Consolidated Statement of Assets and Liabilities. Refer to Note 6. "Related Party Transactions” for more information.
Performance Participation Allocation
The Performance Participation Allocation is measured annually, paid quarterly, and expensed as incurred through monthly accruals. The related Performance Participation Allocation Payable is recognized on the Consolidated Statement of Assets and Liabilities. For more information, see Note 6. "Related Party Transactions."
Redemption of Class B-1 Units
Class B-1 Units received by Brookfield Investors in connection with Seed Investments are subject to redemption terms pursuant to the monthly redemption arrangement for Class B-1 Units. Under the monthly redemption arrangement, as of the last calendar day of each month, the Fund may redeem Class B-1 Units from Brookfield Investors in an amount determined by the General Partner in its sole discretion. For 18 months following the Initial Offering Date, the Class B-1 Units are redeemed at the lesser of (i) NAV per Class B-1 Unit and (ii) the current value of the remaining Seed Investments less a blended discount divided by the number of Class B-1 Units outstanding. On the first day of the calendar month following the redemption of Class B-1 Units, holders of all current Units of the fund accrete a portion of the discount based on their proportionate holdings. The allocation of redemption discount among Classes of Units has been recognized as Allocation of Redemption Discount in the Consolidated Statement of Changes in Net Assets. The redemption discount relating to redemptions taking place on December 31, 2025 that will be allocated to Unitholders on January 1, 2026 has been recognized on the Consolidated Statement of Assets and Liabilities as Class B-1 Redemption Discount Payable. Refer to Note 5. "Net Assets" for more information.
Total redemptions of Class B-1 Units that remain unpaid to Brookfield Investors are recognized as Class B-1 Redemptions Payable on the Consolidated Statement of Assets and Liabilities.
Income Taxes
The Fund is treated as a partnership for U.S. federal income tax purposes. As a partnership, the Fund is generally not directly subject to U.S. federal or state income taxes. Instead, each partner is individually responsible for reporting their share of the Fund’s taxable income or loss on their respective income tax returns.
It is possible however, that the Fund may be considered a publicly traded partnership and not meet the qualifying exception in certain years. In such a scenario, the Fund would be treated as a publicly traded partnership taxed as a corporation, rather than as a partnership. The investors in the Fund would be treated as shareholders in a corporation, and the Fund would become a taxable corporation for U.S Federal, state and/or local income tax purposes. The Fund would be required to pay income tax at corporate rates on its net taxable income.
The Fund also operates, in part, through subsidiaries that are treated as corporations for U.S. and non-U.S. tax purposes and are therefore subject to U.S. federal, state, and/or local income taxes at the subsidiary level, including entities that function as corporate blockers. As a result, tax provisions and deferred tax balances have been recognized based on the tax attributes of each of the entities within the Fund. Refer to Note 8."Income Taxes” for more information.
Deferred Taxes
Under GAAP, the asset and liability method of accounting for income taxes is applied. Deferred tax assets and liabilities are recognized for temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities, as well as for net operating loss and capital loss carryforwards. These are measured using enacted tax rates expected to apply in the periods when the temporary differences are expected to be recovered or settled. A valuation allowance is recognized when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realizability of deferred tax assets is assessed based on all positive and negative evidence, including the amount and character of future taxable income. Refer to Note 8. "Income Taxes” for more information.
Uncertain Tax Positions
The Fund recognizes tax benefits from uncertain tax positions when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority, based solely on its technical merits. If this threshold is met, the recognized benefit is measured as the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement. Tax positions are reassessed each reporting period as new information becomes available. The Fund’s policy is to record interest and penalties, if applicable, as a component of the Provision for Taxes on the Consolidated Statement of Operations. Refer to Note 8."Income Taxes” for more information.
Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires the annual financial statements to include income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Fund’s annual reporting periods beginning after December 15, 2025. Adoption is either with a prospective method or a fully retrospective method of transition. The Fund is currently evaluating the effect that adoption of ASU 2023-09 will have on its consolidated financial statements.