v3.26.1
Related Party Transactions
7 Months Ended
Dec. 31, 2025
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.
The Fund issued Class S and Class I Units on December 1, 2025. As such, from May 21, 2025 (Inception) to December 31, 2025, the Fund accrued one month of Performance Participation Allocation for December 2025, totaling $0.02 million. As at December 31, 2025, this amount was recognized as Performance Participation Allocation Payable on the Consolidated Statement 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 shall provide 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 period from May 21, 2025 (Inception) to December 31, 2025 the Fund accrued one month of Management Fees for December 2025, totaling $0.02 million, which was fully waived by the Manager, as disclosed in the Consolidated Statement of Operations.
Servicing Fees
The Fund entered into the Dealer-Manager Agreement on October 28, 2025 with BOWS (Brookfield Private Wealth LLC effective January 1, 2026), 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, Servicing Fees Payable as of December 31, 2025, was $0.2 million for Class S Units. There were no Class D Units issued as of December 31, 2025 and, as a result, nil servicing fees were accrued.
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.
The Expense Support period commenced on the Initial Offering Date. For the period from May 21, 2025 (Inception) to December 31, 2025, the Fund incurred $6.7 million in expenses subject to the Expense Support agreement. As at December 31, 2025, expenses incurred over the prior 12-month period in excess of 0.70% of the Fund's net assets annualized were $1.7 million, which have been absorbed by the Manager and recorded as Expense Support on the Consolidated Statement of Operations.
As of December 31, 2025, the Fund recorded $1.7 million as Due from Affiliates related to advances made by the Manager on behalf of the Fund for expenses which have been absorbed by the Manager, which are subject to possible future recoupment.
Due to Affiliates
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 period from May 21, 2025 (Inception) to December 31, 2025, the Fund accrued the following expenses as Due to Affiliates: $4.0 million for Organizational Expenses, $2.5 million for Professional Fees, and $0.2 million for Directors' Fees, 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 $0.15 million will be charged, with fees accrued monthly, and paid quarterly. For the period from May 21, 2025 (Inception) to December 31, 2025 the Fund accrued $0.02 million in Due to Affiliates for Administration Fees.