Brookfield Private Equity Fund (Canada)

Fund Risks

DISCLOSURES

Brookfield Private Equity Fund (Canada) (the “Fund” or “BPE Canada”) is a “feeder fund” in a master feeder arrangement that invests substantially all of its assets in  Brookfield Oaktree Wealth Solutions Alternative Funds S.A. SICAV-UCI Part II - Brookfield Private Equity Fund (SICAV) (the “Underlying Fund,” and together with its master fund and any other intermediate vehicles through which investments are made, the “Underlying Funds”), a sub-fund of Brookfield Oaktree Wealth Solutions Alternative Funds S.A. SICAV-UCI Part II, a Luxembourg multi-compartment investment company with variable capital organized in a form of a public limited company. All of the information contained herein regarding the Underlying Funds or Brookfield Asset Management Private Institutional Capital Investment Manager (Private Equity), L.P. (the “Investment Manager”), the investment manager of the Underlying Fund, has been provided by the Investment Manager. 

This document is confidential and is not an offer to sell nor a solicitation of an offer to buy securities of the Fund or the Underlying Funds. Any offering of securities of the Fund will only occur in accordance with the terms and conditions of the Offering Memorandum, which describes more fully the implications, terms and risks of the Fund. Any offers and sales of the Fund in the applicable Canadian provinces and territories will be made in accordance with regulatory requirements in the particular province or territory through a dealer including a Brookfield affiliate, Brookfield Investment Management (Canada) Inc. 

There is no guarantee that the investment strategy described above will be successful or lead to positive performance of the Fund. An investment in the Fund is not an investment in the Underlying Fund and a Unitholder of the Fund will have no contractual relationship with or direct recourse against the Underlying Funds or the Investment Manager. See the Fund’s Offering Memorandum for additional information regarding investment strategies and risks.

SUMMARY OF RISK FACTORS

Because the Fund has been established to invest substantially all of its assets in the Underlying Fund, an investment in the Fund involves all of the risks of investing in the Underlying Funds in addition to those risks particular to the Fund and its operation as a “feeder fund” of the Underlying Fund. An investment in the Fund involves considerations and risk factors that prospective investors should consider before subscribing. Certain risks associated with the Fund and the Underlying Funds are summarized below and are further described together with additional risks in “Risk Factors” in the Offering Memorandum and under “Part XV: Risk Factors and Other Considerations” in the prospectus of the Underlying Fund (the “Prospectus”), which additional risks investors should carefully review. 

The Underlying Funds may purchase certain instruments or utilize certain investment techniques that carry specific risks. Accordingly, investment in the Fund involves considerations and risk factors that prospective investors should consider before subscribing, and references to investments of or made by the Fund shall be taken to mean investments of and made by the Underlying Funds. The risks associated with the Underlying Funds are not summarized fully below but rather are described in “Part XV: Risk Factors and Other Considerations” in the Prospectus. The following are key risks of an investment in the Fund:

All investments in securities risk the loss, including the complete loss, of capital. An investment in the Fund involves a significant degree of risk, relating both to the types of investments contemplated by the Fund as well as the Fund’s ability to achieve its investment objective, and therefore should be undertaken only by those investors capable of evaluating the risks of the Fund and bearing the risks it represents. Before purchasing Units in the Fund, prospective investors should carefully consider, among other factors, the following risk factors, as well as other information provided in the Offering Memorandum and the Prospectus, and the subscription agreements for the Fund, together with the amended and restated Declaration of Trust, as the same may be further amended, supplemented or amended and restated from time to time. The risk factors herein and in the Offering Memorandum and the Prospectus do not purport to be a complete list or explanation of all risks involved in an investment in the Fund. Additionally, each of the risk factors listed, on its own, could have a material adverse effect on the Fund or the value of an investment in the Fund. Prospective investors should not construe the performance of investments by Brookfield Asset Management Ltd. (“BAM”; and together with the Manager, the Investment Manager, Brookfield Corporation and each of their respective affiliates and Brookfield Wealth Solutions Ltd., “Brookfield”), other public and private investment vehicles and programs that Brookfield currently manages and participates in, and may in the future manage and participate in, including co-investment vehicles, sidecar vehicles, separate accounts, region-specific vehicles, strategy-specific vehicles, sector-specific vehicles and proprietary vehicles and, in the case of each of the aforementioned fund vehicles, each entity formed as a parallel fund, executive fund, companion vehicle, feeder vehicle, co-investment vehicle or alternative investment vehicle thereof (together with Brookfield, the “Brookfield Accounts”), or the Manager as providing any assurances regarding the future performance of the Fund. No guarantee or representation is made that the Fund’s investment strategy will be successful, and investment results may vary substantially over time. Adverse changes in regulation and provincial, national or international economic conditions, including, for example, financial market fluctuations, local market conditions, governmental rules and fiscal policies, availability of terms of debt financing, and interest rates, can affect substantially and adversely the prospects of the investments and performance of the Fund. 

There can be no assurance that the Fund will meet its investment objective or that a Unitholder will receive a return of their capital. As such, a Unitholder should have the ability to sustain the loss of their entire investment in the Fund. Prospective investors must rely on their own examination of, and their own ability to evaluate, the nature of an investment in Units, including all of the risks involved in making such an investment. Prospective investors should consult their own legal, tax, investment and accounting advisors in connection with evaluating the purchase of Units.

Investment Risks in General. General Economic Conditions. Changes in general global, regional and/or U.S. economic and geopolitical conditions may affect the Fund’s activities. Interest rates, general levels of economic activity, tariffs and trade wars, the price of securities, and participation by other investors in the financial markets may affect the market in which the Fund makes investments or the value and number of investments made by the Fund or considered for prospective investment. Material changes and fluctuations in the economic environment, particularly of the type experienced in the years following 2008 and the bank distress, including the receivership of Silicon Valley Bank and Signature Bank in early 2023, that caused significant dislocations, illiquidity and volatility in the wider global economy, and the market changes that resulted from the spread of the novel coronavirus (“COVID-19”) also may affect the Fund’s ability to make investments and the value of investments held by the Fund or the Fund’s ability to dispose of investments. 

The short-term and the longer-term impact of these events are uncertain, but they could continue to have a material effect on general economic conditions, consumer and business confidence, and market liquidity. Any economic downturn resulting from a recurrence of such marketplace events and/or continued volatility in the financial markets could adversely affect the financial resources of portfolio companies. Investments can be expected to be sensitive to the performance of the overall economy. Moreover, a serious pandemic, natural disaster, armed conflict, threats of terrorism, terrorist attacks, and the impact of military or other action could severely disrupt global, national and/or regional economies. A resulting negative impact on economic fundamentals and consumer and business confidence may negatively impact market value, increase market volatility and reduce liquidity, all of which could have an adverse effect on the performance of investments, the Fund’s returns and the Fund’s ability to make and/or dispose of investments. While the Fund may seek to capitalize on capital dislocations by investing opportunistically in industries or situations affected by the aforementioned conditions, no assurance can be given as to the effect of these events on the Fund's investments or the Fund’s investment objective. 

Investment of Substantially All Assets in the Underlying Fund. Because the Fund invests substantially all of its assets in, and conducts its investment program through, the Underlying Funds, prospective investors should also carefully consider the risks that accompany an investment in the Underlying Fund. For a detailed discussion with regard to risks and conflicts of interest generally applicable to the Underlying Fund, please see “Part XV: Risk Factors and Other Considerations” and “Part XVI: Conflicts of Interest” in the Prospectus. The risks and conflicts of interest described in the Prospectus with respect to the Underlying Fund and an investment therein apply generally to the Fund and the Units. The returns of the Fund depend almost entirely on the performance of its investment in the Underlying Fund and there can be no assurance that Underlying Fund will be able to achieve its investment objective or implement its strategy. Certain ongoing operating expenses of the Fund, which will be in addition to those expenses indirectly borne by the Fund as an investor in the Underlying Fund (e.g., including, but not limited to, the Underlying Fund’s transaction expenses and annual expenses, including the Master Fund Management Fee and shareholder servicing and/or distribution fees and other expenses and liabilities borne by investors in the Underlying Funds), generally will be borne by the Fund and the Unitholders, with a corresponding impact on the returns to the Unitholders. Such additional expenses of the Fund will reduce the Fund’s performance relative to the Underlying Funds. Although the Fund will be an investor in the Underlying Fund, investors in the Fund will not themselves be investors of the Underlying Fund and will not be entitled to enforce any rights directly against the Underlying Fund or assert claims directly against the Underlying Fund or its affiliates. An investor in the Fund will have only those rights provided for in the Declaration of Trust and the Offering Memorandum. The Manager does not have any control whatsoever over the Underlying Fund trading strategies or policies. None of the Fund or the Manager will take part in the management of the Underlying Fund or have control over its management strategies and policies. The Fund is subject to the risk of bad judgment, negligence, or misconduct of the Investment Manager. The terms of the Underlying Fund are subject to change. There can be no assurances that the management and/or investors in the Underlying Fund will not further amend the Underlying Fund’s governing documents. Neither the Fund nor the Manager will have the ability to unilaterally block any amendment of the Underlying Fund’s governing documents. Neither the Fund nor the Manager will have any liability or responsibility to any Unitholder for any changes to the terms of the Underlying Fund. The Manager is under no obligation to revise or supplement this Offering Memorandum, notwithstanding any amendments to the Underlying Fund’s governing documents other than as required by applicable law.

Risk Associated with Underlying Fund’s Investment Strategy.  The Underlying Fund will invest across sectors, geographies and economic cycles, drawing on Brookfield’s global footprint, deep expertise in certain sectors and situations, and value-add as a strategic partner. The Underlying Fund intends to invest in and/or alongside Brookfield Accounts and/or third-party investment vehicles managed by third-party fund managers. Such strategy may involve different risks than funds, investment vehicles or other programs or arrangements which pursue investments in narrower asset classes, industry sectors or geographies. There can be no guarantee that the Investment Manager will invest with a focus on a particular asset class, industry sector or geography, as the Investment Manager’s determination of whether to pursue a particular opportunity will depend on many factors. Since it is unclear precisely what types of investments the Investment Manager will pursue, it is difficult to predict how the Underlying Fund will be affected by risks associated with investing in a particular asset class, industry sector or geography, and as the investment program of the Underlying Fund develops and changes over time, an investment in the Underlying Fund may be subject to additional and different risks that are not presently known to the Investment Manager or are currently deemed immaterial. There can be no guarantee that all, or even the majority of, risks associated with investment in a particular asset class, industry sector or geography have been disclosed herein. Additionally, while the Underlying Fund is primarily expected to invest alongside Brookfield Accounts, it may from time to time be the sole Brookfield-sponsored vehicle participating in an investment. 

No Diligence of the Underlying Fund. The Fund has been formed specifically to invest in the Underlying Fund, and the Manager has not conducted due diligence to evaluate alternative potential investments for the Fund. The Manager does not intend to conduct investment or operational due diligence with respect to the Underlying Fund and its target investments. Similarly, the Manager will not perform any due diligence on or otherwise gauge the effectiveness of the Underlying Fund’s investment program or process. Accordingly, there is a risk that the Manager may not detect potential conflicts of interest, fraudulent behavior, or investment, administrative or operational weaknesses with respect to the Underlying Fund, any of which may give rise to substantial losses.

Reliance on the Investment Manager. The Underlying Fund’s success, and in turn the Fund’s success, is dependent upon the relationship with, and the performance of, the Investment Manager in the management of the Underlying Fund’s portfolio, and the Underlying Fund’s operations. The Investment Manager may suffer or become distracted by adverse financial or operational problems in connection with its business and activities unrelated to the Underlying Fund and over which the Underlying Fund, the Fund and the Manager have no control. Should the Investment Manager fail to allocate sufficient resources to perform its responsibilities to the Underlying Fund for any reason, the Fund may be unable to achieve its investment objectives or to pay distributions to investors.

Tracking Error. Although the Fund invests substantially all of its assets in the Underlying Fund, its performance will not be identical to the returns achieved by the Underlying Fund. The costs and expenses applicable to an investment in the Fund itself (including the Administrative Fee) will necessarily result in the Fund underperforming the Underlying Fund. In addition, a variety of other factors may contribute to deviations between the performance of the Fund and the Underlying Fund, including, but not limited to, tax consequences.  From time to time and over time, there will be a tracking error between the performance of the Fund and the performance of the Underlying Fund that could, under certain circumstances, be material.

Reliance on Information Received from the Underlying Fund and the Investment Manager. The Fund has no means of independently verifying the information supplied to it by the Underlying Fund or the Investment Manager, including valuations and estimates of valuations (and subsequent potentially material revisions to such valuations or estimates) of investments made by the Underlying Fund. All information prepared by the Fund and the Manager and the Administrator and provided to Unitholders generally will be based on information received from the Underlying Fund. There can be no assurance that such information will be accurate. The Manager is entitled to rely conclusively on valuations provided to it by the Underlying Fund, and shall not be liable to existing or former Unitholders for its reliance on any erroneous valuations or calculations provided by the Investment Manager or the Underlying Fund or any other service provider thereto.

Absence of Operating History. Both the Fund and the Underlying Fund have no prior operating history upon which a prospective investor can evaluate likely performance. The past investment performance of any other Brookfield Account (including any investments made thereby) or any investments managed by Brookfield or its affiliates, or the officers or other investment professionals of Brookfield or its affiliates cannot be construed as any indication of the future results of an investment in the Fund. Although certain officers and other investment professionals of Brookfield, both individually and together, have experience investing in private equity transactions, their past experience cannot be relied upon as an indicator of the ability of the Fund to execute on its investment strategy and achieve its investment objective. There will be no minimum amount of total subscriptions necessary to establish the Fund. In the event the Fund is not successful in procuring substantial subscriptions, it may have an adverse effect on the Fund. Moreover, the Fund is subject to all of the business risks and uncertainties associated with any new fund, including the risk that it will not achieve its investment objectives and that the value of the Units and therefore Unitholders’ investment could decline substantially. While the Manager intends to make investments that have estimated returns commensurate with the uncertainties involved, there can be no assurance that the Fund will be able to implement its investment strategy or achieve its investment objective or that any Unitholder will receive a return of capital. Unitholders should have the ability to sustain the loss of their entire investment in the Fund.

No Market for Units; Restrictions on Transfers. An investment in the Fund is likely to be a long-term commitment and is suitable only for sophisticated investors who have no immediate need for liquidity. The Units are subject to restrictions on resale unless a further statutory exemption may be relied upon by the investor, or an appropriate discretionary order is obtained pursuant to applicable securities laws. There is no public market for Units in the Fund, and none is expected to develop. As there is no market for the Units, it may be difficult or even impossible for a Unitholder to sell them. In addition, Units are not freely transferable and may only be transferred by operation of law or with the written consent of the Manager, which consent may be withheld in its sole and absolute discretion. Therefore, the ability of Unitholders to dispose of their Units will generally be limited to their redemption right on the terms set forth in the Declaration of Trust and summarized in this Offering Memorandum, and the Manager may limit or suspend a Unitholder’s right to redeem all or part of their Units in the Fund in certain circumstances as set out in the Declaration of Trust. 

Lack of Liquidity of Units; Redemptions. The Manager may also limit, suspend or otherwise restrict a Unitholder’s right to redeem all or part of their Units in the Fund in certain circumstances. In particular, the payment of the Redemption Price is generally expected to be made in cash subject to the Cash Redemption Limit. Notwithstanding the foregoing and subject to the Manager’s right to waive the Cash Redemption Limit, in its sole discretion, if the Fund receives Redemption Requests that exceed the Cash Redemption Limit, the Manager may, in its discretion, defer payment of the Redemption Price or satisfy all or a portion of the Redemption Price by the issuance of an unsecured, illiquid, interest-bearing Redemption Note of a subsidiary of the Fund (a “Sub-Trust”) in the principal amount equal to 95% of the NAV per Unit of the applicable Class or Series as of the applicable Redemption Date. Redemption Notes issued by a Sub-Trust or the Fund will not be qualified investments for Plan Trusts. The Units are also subject to an Early Redemption Fee. 

FORWARD-LOOKING STATEMENTS 

Certain information contained in this sales material constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “estimate,” “intend,” “continue,” “believe” or the negatives thereof or other variations thereon, or comparable terminology. These forward-looking statements reflect the current expectations, estimates, projections, opinions, assumptions or beliefs of the Manager and the Investment Manager based on information currently available to the Manager and the Investment Manager. Such forward-looking statements are not facts, and they include beliefs based on the Manager’s and the Investment Manager’s experience and expectations about the investments the Fund will make. Due to various risks and uncertainties, actual events or results or the actual performance of the Fund may materially differ from those reflected or contemplated in such forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, volatility in financial markets, tax consequences, changes in applicable laws, and other risks associated with investing in securities and those factors discussed under the section entitled “Risk Factors” in this sales material and the Offering Memorandum. Accordingly, you should carefully review the “Risk Factors” section of the Offering Memorandum for a discussion of the risks and uncertainties that the Manager and/or the Investment Manager believe are material to the Fund, its business, operating results, prospects and financial condition. 

The Manager and the Investment Manager disclaim any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. No representation or warranty is made as to future performance or such forward-looking statements. Although the Manager and the Investment Manager believe the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance, and therefore undue reliance should not be put on such statements due to the inherent uncertainty therein.

The information contained herein is for educational and informational purposes only and is not intended as, and may not be relied on in any manner as, legal, tax or investment advice, a recommendation, or as an offer to sell, or a solicitation of an offer to buy any securities offered by Brookfield Corporation and its affiliates (together, “Brookfield”). Brookfield may not have verified (and disclaims any obligation to verify) the accuracy or completeness of any information included herein, including information that has been provided by third parties, and you cannot rely on Brookfield as having verified any of the information. Any outlooks or forecasts presented herein are as of the date appearing in this material only and are also subject to change without notice. Past performance is not indicative of future performance, and the value of investments and the income derived from those investments can fluctuate.

©2025 Brookfield Oaktree Wealth Solutions LLC is a wholly owned subsidiary of Brookfield. Brookfield Oaktree Wealth Solutions LLC is registered as a broker-dealer with the U.S. Securities and Exchange Commission (SEC) and is a member of FINRA and the Securities Investor Protection Corporation (SIPC). Any offers and sales of the Fund in the applicable Canadian provinces will be made in accordance with regulatory requirements in the particular province through financial intermediaries including a Brookfield affiliate, Brookfield Investment Management (Canada) ULC.