Brookfield Private Equity Fund

Fund Risks

DISCLOSURES 

This is a marketing communication. Please refer to the prospectus of Brookfield Private Equity Fund and to the key information document (KID) prepared (if applicable) in respect of it before making any final investment decisions.  

This communication is not intended to, and does not, constitute an offer or solicitation to sell or a solicitation of an offer to buy any security, product, investment advice or service (nor shall any security, product, investment advice or service be offered or sold) in any jurisdiction in which Brookfield Oaktree Wealth Solutions LLC or any other applicable affiliate of Brookfield is not licensed to conduct business and/or an offer, solicitation, purchase or sale would be unavailable or unlawful. No offer or sale of any security, product or fund may be made except in accordance with the prospectus and/or other disclosure document applicable to such security product and/or fund. 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).  

This document is being circulated to a limited number of sophisticated institutional or otherwise eligible investors on a confidential basis. This document has been prepared to provide recipients with the opportunity to determine their preliminary interest regarding an investment in the Brookfield Oaktree Wealth Solutions Alternative Funds S.A. SICAV-UCI Part II - Brookfield Private Equity Fund and may not be used or reproduced for any other purpose. Brookfield Asset Management Inc. (“BAM”; together with its affiliates, “Brookfield”) is not making any offer, invitation or recommendation of any kind by communication of this document to the recipient and under no circumstances is it to be construed as a prospectus, product disclosure statement or an advertisement. Any such offer will be made only by means of the Fund’s offering materials, including the prospectus (collectively, the “Offering Materials”), and is subject to the terms and conditions contained therein.  

The information set forth herein is presented for discussion purposes only and does not purport to be complete, and this document does not purport and is not required to contain all of the information required to be included in a prospectus or product disclosure statement. The Offering Materials will contain additional information about the investment objectives and terms and conditions of an investment in the Fund, as well as certain tax information and conflicts of interest and risk disclosures that are important to any investment decision regarding the Fund. This document is qualified in its entirety by the Offering Materials, which should be read completely before a prospective investor considers making an investment in the Fund.  

Certain of the information contained herein is based on or derived from information provided by independent third-party sources. While Brookfield believes that such information is accurate as of the date it was produced and that the sources from which such information has been obtained are reliable, Brookfield does not guarantee the accuracy or completeness of such information, and it has not independently verified such information or the assumptions on which such information is based. This document is subject to the assumptions (if any) and notes contained herein.  

Certain of the information provided herein has been prepared based on Brookfield's internal research and certain information is based on various assumptions made by Brookfield, any of which may prove to be incorrect. Brookfield may have not verified (and disclaims any obligation to verify) the accuracy or completeness of any information included herein based on such assumptions, including information that has been provided by third parties, and you cannot rely on Brookfield as having verified such information.  

Certain information provided herein reflects Brookfield's perspectives and beliefs, is for illustrative and discussion purposes only, and may vary from actual terms of other products and market practice. As such, you should not place undue reliance on it. Investors should consult with their advisors prior to making an investment in any fund, including a Brookfield-sponsored fund.  

The information in this presentation is not, and is not intended as, investment advice, an indication of trading intent or holdings or the prediction of investment performance. 

Views and information expressed herein are subject to change at any time. Brookfield disclaims any responsibility to update such views and/or information. This information is deemed to be from reliable sources; however, Brookfield does not warrant its completeness or accuracy.  

Opinions expressed herein are current opinions of Brookfield, including its subsidiaries and affiliates, and are subject to change without notice. Brookfield, including its subsidiaries and affiliates, assumes no responsibility to update such information or to notify clients of any changes. Any outlooks, forecasts or portfolio weightings presented herein are as of the date appearing on this material only and are also subject to change without notice. 

The Fund may not be able to achieve its investment objectives (including target returns) for various reasons, as set out in more detail elsewhere in this presentation and in the Offering Materials.  

Past performance is not indicative of future performance, and the value of investments and the income derived from those investments can fluctuate. Future returns are not guaranteed, and a loss of principal may occur. 

SUMMARY OF RISK FACTORS 

The Fund may purchase certain instruments or utilize certain investment techniques that carry specific risks. An investment in the Fund involves considerations and risk factors that prospective investors should consider before subscribing. Certain risks associated with the Fund are summarized below and are further described together with additional risks in “Risk Factors” in the prospectus. Investors should carefully review the risks described below and the risks described within “Risk Factors” in the prospectus.  

Investment Risks in General. 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/shares (as applicable) in the Fund, prospective investors should carefully consider, among other factors, the following risk factors, as well as other information provided in the prospectus, and the subscription agreement for the Fund, together with the amended and restated Declaration of Trust among the trustees and the initial unitholders/shareholders (as applicable), as the same may be further amended, supplemented or amended and restated from time to time. The risk factors herein and in 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 Investment Manager, Brookfield Corporation and each of their respective affiliates, “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 Investment 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/shareholder (as applicable) will receive a return of their capital. As such, a unitholder/shareholder (as applicable) 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/shares (as applicable), 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/shares (as applicable).  

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. Such changes and fluctuations have had, and in the future may have, a material effect on general economic conditions, consumer and business confidence, and market liquidity. Any economic downturn resulting from a recurrence of such significant events and/or 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 possible occurrences, no assurance can be given as to the effect of such events on the Fund’s investments or the Fund’s investment objective.  

Highly Competitive Market for Investment Opportunities. The success of the Fund depends, in large part, on the availability of a sufficient number of investment opportunities that fall within the Fund’s investment objective and the ability of the Investment Manager (and the Adviser, if applicable) to identify, negotiate, close, manage and exit those investment opportunities. The activity of identifying, completing and realizing attractive investments is highly competitive and involves a high degree of uncertainty, especially with respect to timing. There can be no assurance that the Investment Manager (or the Adviser, if applicable) will be able to locate and complete investments which enable the Fund to invest all of its capital in opportunities that satisfy the Fund’s investment objective or realize the value of these investments, nor can there be any assurance that the Fund will be able to make investments on favorable terms and conditions. Failures in identifying or consummating investments on satisfactory or favorable terms could reduce the number of investments that are completed, reduce the Fund’s returns, and slow the Fund’s growth.  

Limited Operating History. The Fund has limited operating history upon which a prospective investor can evaluate the likely performance of the Fund. 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/shares (as applicable) and therefore unitholder/shareholder (as applicable) investment could decline substantially. While the Investment Manager/Adviser (as applicable) 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/shareholder (as applicable) will receive a return of capital.  The unitholder/shareholder (as applicable) should have the ability to sustain the loss of their entire investment in the Fund. 

Risk Associated with Investment Strategy. The 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 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 that pursue investments in narrower asset classes, industry sectors or geographies. There can be no guarantee that the Investment Manager/Adviser (as applicable) will invest with a focus on a particular asset class, industry sector or geography, as the Investment Manager’s/Adviser’s (as applicable) 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/Adviser (as applicable) will pursue, it is difficult to predict how the 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 Fund develops and changes over time, an investment in the Fund may be subject to additional and different risks that are not presently known to the Investment Manager/Adviser (as applicable) 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 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.  

The universe of investment opportunities the Fund may seek to invest in is necessarily limited, and shareholders/unitholders (as applicable) have no assurance as to the degree of diversification of the Fund’s investments, either by geographic region, asset type or sector. This can create risks, as certain different types of investments may be better suited to perform well in certain economic climates or in other situations than others, and the Fund will not necessarily have access to such investments. To the extent the Fund concentrates investments in a particular issuer, industry, security or geographic region, its investments will become more susceptible to fluctuations in value resulting from adverse economic, political, regulatory and business conditions with respect thereto. The Fund reserves the right to invest in fewer portfolio companies than it would ordinarily target and thus be less diversified. Investors should maintain a suitably diversified portfolio of investments, and investors are encouraged to seek the advice of their financial advisors with a view to achieving the same. Furthermore, the aggregate return of the Fund may be substantially adversely affected by the unfavorable performance of any single investment. Moreover, since all of the Fund’s investments cannot reasonably be expected to perform well or even return capital, for the Fund to achieve above-average returns, one or a few of its investments must perform very well. There can be no assurance that this will be the case. In circumstances where the Investment Manager (and/or the Adviser, if applicable) intends to refinance all or a portion of the capital invested in a transaction, there will be a risk that such refinancing may not be completed, which could lead to increased risk as a result of the Fund having an unintended long-term investment as to a portion of the amount invested and/or reduced diversification. 

Investment Performance. The Fund will make investments based upon analyses of current returns and estimates and projections of internal rates of return developed by the Investment Manager (and the Adviser, if applicable) that may be available with respect to potential investments.  Because projections are inherently subject to uncertainty and factors beyond the control of the Investment Manager (and the Adviser, if applicable), investors have no assurance that the investments will yield the returns expected by the Investment Manager/Adviser (as applicable).  It is possible that the Fund will not be able to acquire assets at favorable prices or on favorable terms and conditions, thereby reducing expected returns. Acquisitions and debt investments entail risks that investments may not perform in accordance with expectations and that anticipated costs of improvements to bring an acquired portfolio company up to standards established for the market position intended for that portfolio company may exceed budgeted amounts. The Fund may not be successful in identifying suitable assets that meet its investment criteria or in consummating acquisitions or other investments on satisfactory terms. Failures in identifying or consummating investments on satisfactory terms could reduce the number of investments that are completed and slow the Fund’s growth. In addition, subsequent to the Fund’s acquisition of a particular investment, the Investment Manager (and the Adviser, if applicable) may adjust targeted returns to reflect changes in market conditions. There can be no assurance that the Fund will make a profit on its investments or recover any part of its invested capital during any anticipated period of time. 

Valuation Risk. Valuations of the Fund’s assets that are calculated by the Investment Manager/Adviser (as applicable) will be done in good faith in accordance with the valuation procedures and policies adopted by the Fund with respect to the investments (the “Valuation Policy”). The Fund, directly or through one or more intermediate entities—including corporations, limited liability companies, or limited partnerships such as BPE Aggregator SCSp, a Luxembourg special limited partnership (including any successor vehicles used to aggregate the holdings of the Fund and any parallel funds, the “Aggregator”)—collectively referred to as the “Intermediate Entities,” will retain an independent valuation advisor (the “Independent Valuation Advisor”). The Independent Valuation Advisor will identify, recommend, and manage third-party appraisers to perform reviews with respect to each investment at least annually. In the months when such a valuation is not based on such a review, the Independent Valuation Advisor will provide the Fund with positive assurance regarding the reasonableness of the valuation as of the Valuation Date. 

Within the parameters of the Valuation Policy, the valuation methodologies used to value the Fund’s Direct Investments and certain other investments will involve subjective judgments and projections and may not be accurate. Valuation methodologies will also involve assumptions and opinions about future events, which may or may not turn out to be correct. Valuations of the Fund’s investments will be only estimates of fair value. Because these fair value calculations will involve significant professional judgment in the application of both observable and unobservable attributes, the calculated fair value of the Fund’s assets may differ from their actual realizable value or future fair value. Ultimate realization of the value of an asset depends to a great extent on economic, market and other conditions beyond the Fund’s control and the control of the Investment Manager, Brookfield and the Independent Valuation Advisor. Further, valuations do not necessarily represent the price at which an asset would sell, since market prices of assets can only be determined by negotiation between a willing buyer and seller. As such, despite the Investment Manager’s efforts, the carrying value of an asset may not reflect the price at which the asset could actually be sold in the market, and the difference between carrying value and the ultimate sales price could be material. In addition, there may be a relative scarcity of market comparables on which to base the value of the Fund’s assets, and accurate valuations are more difficult to obtain in times of low transaction volume because there are fewer market transactions that can be considered in the context of the valuation. The Investment Manager may have limited access to information that bears on valuation, especially in situations where, for example but without limitation, the Fund has a minority investment or the Fund has an investment in another Brookfield Account and/or third-party investment vehicles managed by third-party fund managers. Such valuations will affect the calculation of the Performance Participation Allocation and the Management Fee. There will be no retroactive adjustment in the valuation of such assets, the offering price of the Fund’s units/shares (as applicable), the price the Fund paid to redeem units/shares (as applicable), or fees based on the Fund’s NAV or performance it paid, directly or indirectly, to the Investment Manager, Brookfield and the special limited partner of the Aggregator, an affiliate of the Investment Manager/Adviser (as applicable), or any other entity so designated by the special limited partner, to the extent such valuations prove to not accurately reflect the realizable value of the Fund’s assets.  While the Fund believes its calculation methodologies to determine the Fund’s NAV are consistent with widely recognized valuation methodologies, there are other methodologies available to calculate NAV. As a result, other funds of other sponsors focused on private equity investments may use different methodologies or assumptions to determine NAV. 

Use of Leverage. The extent to which the Fund uses leverage may have the following consequences to unitholders/shareholders (as applicable), including, but not limited to: (i) greater fluctuations in the net assets of the Fund, (ii) use of cash flow for debt service rather than distributions, or for other purposes, and (iii) in certain circumstances the Fund may be required to prematurely dispose of portfolio companies to service its debt obligations. So long as the Fund is able to realize a higher net return on its portfolio companies than the then-current cost of any leverage together with other related expenses, the effect of the leverage will be to cause holders of units/shares (as applicable) to realize higher current net investment income than if the Fund were not so leveraged. On the other hand, the Fund’s use of leverage will result in increased operating costs. Thus, to the extent that the then-current cost of any leverage, together with other related expenses, approaches the net return on the Fund’s portfolio companies, the benefit of leverage to holders of units/shares (as applicable) will be reduced, and if the then-current cost of any leverage together with related expenses were to exceed the net return on the Fund’s portfolio companies, the Fund’s leveraged capital structure would result in a lower rate of return to holders of units/shares (as applicable) than if the Fund were not so leveraged. There can also be no assurance that the Fund will have sufficient cash flow to meet its debt service obligations. As a result, the Fund’s exposure to losses may be increased due to the illiquidity of its assets generally. 

No Market for Units/Shares (as applicable); 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. It is anticipated that there will be a significant period before the Fund will have completed its investing in portfolio companies. The units/shares (as applicable) 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/shares (as applicable) in the Fund and none is expected to develop. As there is no market for the units/shares (as applicable), it may be difficult or even impossible for a unitholder/shareholder (as applicable) to sell them. In addition, units/shares (as applicable) are not freely transferable and may only be transferred by operation of law or with the written consent of the Investment Manager, which consent may be withheld in its sole and absolute discretion. Therefore, the ability of unitholders/shareholders to dispose of their units/shares (as applicable) will generally be limited to their redemption right on the terms set forth in the Declaration of Trust and summarized in the prospectus, and the Investment Manager may limit or suspend a unitholder’s/shareholder's (as applicable) right to redeem all or part of their units/shares (as applicable) in the Fund in certain circumstances as set out in the Declaration of Trust.  

Lack of Liquidity of Units/Shares (as applicable); Redemptions. The Investment Manager may also limit, suspend or otherwise restrict a unitholder’s/shareholder's (as applicable) right to redeem all or part of their units/shares (as applicable) 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 Investment 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 Investment 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/share (as applicable) 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/shares (as applicable) 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” or “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 Investment Manager (and the Adviser, if applicable) based on information currently available to the Investment Manager (and the Adviser, if applicable). Such forward-looking statements are not facts and include those based on the Investment Manager’s (and the Adviser’s, if applicable) experience and expectations about the investments the Fund will make. Due to various risks and uncertainties, actual events and/or results and/or the actual performance of the Fund may materially differ from expectations 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 “Risk Factors” section in this sales material and the prospectus. Accordingly, you should carefully review the “Risk Factors” section of the prospectus for a discussion of the risks and uncertainties that the Investment Manager (and/or the Adviser, if applicable) believe are material to the Fund, its business, operating results, prospects and financial condition. The Investment Manager (and the Adviser, if applicable) disclaims 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 Investment Manager (and the Adviser, if applicable) believes the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance, and accordingly 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. 

NOTICE TO RESIDENTS OF SWITZERLAND – GENERAL INFORMATION

In Switzerland, this document is advertising. this document does not constitute a prospectus pursuant to the Collective Investment Schemes Act dated 23 June 2006 as amended (the CISA) or the Financial Services Act dated 15 June 2018 as amended (the FNSA) and may not comply with the information standards required thereunder. The shares in the Fund will not be listed on the SIX Swiss exchange or another Swiss exchange, and consequently the information presented in this document does not necessarily comply with the standards set out in the relevant listing rules.

The documentation of the Fund has not been approved by the Swiss Financial Market Supervisory Authority (FINMA) for distribution to non-qualified investors. The fund is not registered with the FINMA and can only be offered to institutional and professional investors within the meaning of art. 4 (3)-(5) FINSA, as well as HNWI, private investment structures created for them with opting-out as defined in Article 5 Paragraph 1 FINSA and qualified investors within the meaning of ART. 103ter CISA. Investors do not benefit from supervision by FINMA. An investment in the Fund is therefore only available to, and any advertising is only directed at, institutional and professional clients according to FINSA and retail investors within the meaning of ART. 103ter CISA. Therefore, an investment in the Fund may carry higher levels of risks. This document may only be used by those persons to whom it has been delivered in connection with the shares of the Fund and may neither be copied, directly/indirectly distributed, nor made available to other persons. This document does not constitute investment advice.

The representative in Switzerland is:

Mont-fort Funds AG

63 Chemin Plan – PRA

1936 Verbier

Switzerland

The paying agent in Switzerland is:

Helvetische Bank AG

Seefeldstrasse 215

CH-8008 Zurich

Switzerland

NOTICE TO RESIDENTS OF HONG KONG

Warning: the contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to any offer related to the Fund. If you are in any doubt about any of the contents of this document you should obtain independent professional advice. Shares may only be offered to “professional investors” in Hong Kong, as defined by the securities and futures ordinance and any rules made under that ordinance.

NOTICE TO RESIDENTS OF UNITED ARAB EMIRATES

The offering of the shares has not been approved or licensed by the UAE central bank, the UAE Securities and Commodities Authority (SCA), the Dubai Financial Services Authority (DFSA), the Financial Services Regulatory Authority (FSRA) or any other relevant licensing authorities in the UAE, and accordingly does not constitute a public offer of securities in the UAE in accordance with the commercial companies law, federal law no. 32 of 2021, the SCA’s financial activities rulebook and mechanisms of adjustment or otherwise. Accordingly, the shares may not be offered to the public in the UAE (including the Dubai International Financial Centre (DIFC) and the Abu Dhabi Global Market (ADGM)).

This document is strictly private and confidential and is being issued to a limited number of investors:

1.Who fall within with the exceptions to the SCA’s financial activities rulebook and mechanisms of adjustment;

2.Upon their request and confirmation that they understand that the Brookfield Private Equity Fund (SICAV) has not been approved or licensed by or registered with the UAE central bank, the SCA, DFSA, FSRA or any other relevant licensing authorities or governmental agencies in the UAE; and

3.To the named addressee only, who has specifically requested it, and it should not be given or shown to any other person (other than employees, agents or consultants in connection with the addressee’s consideration thereof), and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose.

NOTICE TO RESIDENTS OF DIFC

This document relates to a fund which is not subject to any form of regulation or approval by the Dubai Financial Services Authority (DFSA).

The DFSA has no responsibility for reviewing or verifying any prospectus or other documents in connection with this fund. Accordingly, the DFSA has not approved this document or any other associated documents nor taken any steps to verify the information set out in this document and has no responsibility for it.

The shares to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers should conduct their own due diligence on the shares.

If you do not understand the contents of this document you should consult an authorised financial adviser.

NOTICE TO RESIDENTS OF JAPAN

Shares in the Fund have not been and will not be registered pursuant to article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (the FIEL) with respect to the solicitation of the application for the acquisition of the Shares on the grounds that the solicitation constitutes a “solicitation for a small number of investors” as set forth in article 23-13, paragraph 4 of the FIEL or that the solicitation for certain Qualified Institutional Investors (QIIs) as defined in article 2, paragraph 3, item 1 of the FIEL and article 10 of the Cabinet Order Regarding Definitions Under Article 2 of the Financial Instruments and Exchange Law constitutes a “solicitation for QIIs” as defined in article 23-13, paragraph 1 of the FIEL and, accordingly, the Shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit, of any Japanese person or to others for reoffering or resale, directly or indirectly, in Japan or to any Japanese person except under circumstances which will result in compliance with all applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities and in effect at the relevant time. For this purpose, a “Japanese person” means any person resident in Japan, including any corporation or other entity organised under the laws of Japan. Any solicitation of the Shares shall not be made if, as a result of such solicitation, the number of persons (including beneficial owners or legal entities, but excluding “non-residents” of Japan as defined in article 6, paragraph 1, item 6 of the Foreign Exchange and Foreign Trade Law of Japan who are solicited outside Japan) who are solicited for purchase of the Shares (including newly issued shares which are of the same kind as shares as defined under article 1-6 of the Enforcement Order of the Financial Instruments and Exchange Law and which were issued within three months before the date of issue of the Shares) will exceed 49. Notwithstanding anything to the contrary, for purposes of determining compliance with the 49 offeree limitation set forth above, the following shall apply: the Shares may be placed simultaneously with QIIs if the offer is made on the condition that the offerees enter into an agreement in which the offerees (i) agree not to transfer the Shares to any person other than QIIs and (ii) agree to notify any such transferee in writing of the transfer restriction described at (i) above upon or prior to such transfer. If the requirements set forth at (i) and (ii) above are met, the number of offerees that are QIIs will not be counted toward the 49 offeree limitation set forth above. If the offering of the Shares is made to QIIs on the condition above, such QIIs shall be required to enter into an agreement, upon QIIs’ subscription of the Shares, in which the offerees (a) agree not to transfer the Shares to any person other than QIIs and (b) agree to notify any such transferee in writing of the transfer restriction described at (a) above upon or prior to such transfer.

NOTICE TO RESIDENTS OF SOUTH KOREA

Neither the Fund nor any of its affiliates is making any representation with respect to the eligibility of any recipients of this document to acquire the Shares under the laws of Korea, including, but without limitation, the Foreign Exchange Transaction Law and regulations thereunder. The Shares are being offered and sold in Korea only to persons prescribed by article 301, paragraph 2 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, and none of the Shares may be offered, sold or delivered, or offered or sold to any person for reoffering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to applicable laws and regulations of Korea. Furthermore, Shares may not be resold to Korean residents unless the purchaser of the Shares complies with all applicable regulatory requirements (including, but not limited to, governmental approval requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with purchase of the Shares.

NOTICE TO RESIDENTS OF TAIWAN

Shares have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan and/or other regulatory authority or agency of Republic of China (Taiwan) (FSC) pursuant to relevant securities laws and regulations of Taiwan and may not be issued, offered or sold within Taiwan through a public offering or in circumstances which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration, filing or approval of the FSC and/or other regulatory authority or agency of Taiwan. Prospective investors should review the financial information and relevant documents, consult with an independent consultant, and be prepared to bear the risks of any investment. Investors within the territory of Taiwan are required to meet certain requirements and conditions promulgated by the FSC.

NOTICE TO RESIDENTS OF THAILAND

This document has not been approved by the Securities and Exchange Commission of Thailand, which takes no responsibility for its contents. Nothing in this document nor any action of the Fund or its manager or any other manufacturer of this document constitutes or shall be construed as an offer for sale of any securities, or a solicitation, by the Fund, its manager or any other manufacturer of this document, to make an offer for sale of any securities to the public in Thailand. This document is intended for institutional investors or UHNW investors and is intended to be read by the addressee only and must not be passed to, issued to, or shown to the general public generally. Remarks: Investment in the Fund contains risks. An investor should study all information prior to making a decision to invest.

NOTICE TO RESIDENTS OF SINGAPORE

This document is part of the information memorandum and is not an advertisement as defined in section 305 of the Securities and Futures Act, chapter 289 of Singapore (the SFA). This document has not been reviewed by the Monetary Authority of Singapore (the MAS). This document and any other material in connection with the offer or sale is not a prospectus as defined in the Securities and Futures Act, chapter 289 of Singapore (the SFA). Accordingly, statutory liability under the SFA in relation to the content of prospectuses would not apply. You should consider carefully whether the investment is suitable for you.

This document has not been and will not be registered as a prospectus with the MAS and this offering is not regulated by any financial supervisory authority pursuant to any legislation in Singapore. The Fund is not authorized or recognized by the MAS and interests are not allowed to be offered to the retail public. Accordingly, this document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the interests, may not be circulated or distributed, nor may the interests be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under section 304a of the SFA, (ii) to a relevant person under section 305(1) of the SFA, (iii) to any person pursuant to an offer referred to in section 305(2) of the SFA, or (iv) otherwise pursuant to and in accordance with the conditions of any other applicable provision of the SFA.

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

The Fund is an unregulated collective investment scheme as defined in the Financial Services and Markets Act 2000 of the United Kingdom (FSMA 2000). The Fund is notified for distribution in the United Kingdom as per regulation 59 of the alternative investment fund managers regulations 2013. The Fund has not been authorised or otherwise recognised or approved by the UK Financial Conduct Authority (FCA) and, as an unregulated scheme, it accordingly cannot be promoted in the UK to the general public.

In the UK, this document is a financial promotion and its contents have not been approved by an authorised person within the meaning of section 21 of FSMA 2000. Approval is required unless an exemption applies under section 21 of FSMA 2000. Reliance on this document for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all the property or other assets invested. This document will only be communication to persons to whom a financial promotion can be made lawfully by an unauthorised person (without prior approval of an authorised person) pursuant to the Financial Services and Markets Act 2000 (financial promotion) order 2005 (as amended) (the “FPO”) and then, if made by an authorised person, only where it can also be made under the Financial Services and Markets Act 2000 (promotion of collective investment schemes) (exemptions) order 2001 (as amended) (the “PCISO”). It will therefore only be communicated to:

I.Persons believed on reasonable grounds to fall within one of the categories of “investment professionals” as defined in article 19(5) of the FPO and article 14 PCISO;

II.Persons believed on reasonable grounds to be “high net worth companies, unincorporated associations etc.” within the meaning of article 49 of the FPO and article 22 PCISO;

III.Persons who are “certified sophisticated investors” as described in article 50 of the FPO and article 23 PCISO, namely persons who hold a current certificate and who have signed a statement in the form prescribed by the FPO not more than twelve (12) months prior to the date of the Fund’s prospectus;

IV.A person who is a “self-certified sophisticated investor” as described in article 50a of the FPO and article 23a PCISO, namely a person who has completed and signed a statement in the form prescribed by the FPO and PCISO not more than twelve (12) months prior to the date of the fund’s prospectus and whose completion of that statement indicates that they satisfy the conditions set out in the statement to be classified as a self-certified sophisticated investor;

V.A person who is a “high net worth individual” as defined in article 48 FPO and article 21 PCISO, namely a person who has completed and signed not more than twelve (12) months prior to the date of this prospectus, a statement complying with the requirements of part 1 of schedule 5 to FPO and part 1 of the schedule to PCISO and whose completion of the statement indicates that they satisfy the conditions set out in the statement to be classified as a high net worth individual;

VI.Persons to whom this document may otherwise lawfully be provided in accordance with FSMA 2000, and the FPO (as amended); and

VII.If communicated by a firm authorised by the FCA, to persons who fall within the exemptions set out in rule 4.12b.7r(5) of the FCA conduct of business sourcebook (“FCA COB”).

Any person who is in any doubt about the investment to which this document relates should consult an authorised person specialised in advising on investments of the kind in question. Transmission of this document to any other person in the UK is unauthorised and may contravene FSMA 2000.

The AIFM (trading as: Brookfield Oaktree Wealth Solutions; registered name: LFE European Asset Management S.À r.l.; Incorporated in Luxembourg; RCS number B198087; registered office 31 Avenue Monterey, L-2163 Luxembourg, Grand Duchy of Luxembourg) will manage the global distribution of this offering in accordance with the terms of the AIFM agreement between the AIFM and the Fund (registered name: Brookfield Oaktree Wealth Solutions alternative funds S.A. SICAV–UCI part ii; incorporated in Luxembourg; RCS number: B273287; registered office: 31 Avenue Monterey, L-2163 Luxembourg, Grand Duchy of Luxembourg).

NOTICE TO RESIDENTS OF EEA MEMBER STATES

In relation to each member state of the European Economic Area  (EEA) (each a “member state”) which has implemented the Alternative Investment Fund Managers Direction (directive 2011/61/ EU) (the “AIFM” directive) (and for which transitional arrangements are not available), this document may only be distributed and shares in the Fund may only be offered or placed in a member state to the extent that: (1) the Fund is permitted to be marketed to professional investors in the relevant member state in accordance with AIFM directive (as implemented into the local law/regulation of the relevant member state); or (2) this document may otherwise be lawfully distributed and the shares may otherwise be lawfully offered or placed in that member state (including at the exclusive initiative of the investor).