Carlyle Private Equity Partners Fund Extends Fee Support; Sells $299.9M Units

What Happened
Carlyle Private Equity Partners Fund, L.P. filed an 8‑K reporting two material items: (1) a Letter Agreement dated September 28, 2026 with Carlyle Investment Management L.L.C. to extend the Fund’s Expense Support Period for one year through October 1, 2027; and (2) the sale of unregistered limited partnership units on September 1, 2026 for aggregate proceeds of approximately $299.9 million. Under the amended advisory arrangement, the Investment Advisor will forgo portions of its management fee and/or absorb certain Fund expenses so that the Fund’s annual Specified Expenses do not exceed 0.60% of net assets (annualized), subject to the recoupment terms in the filing.

Key Details

• Expense support extension: Letter Agreement dated Sept 28, 2026 extends Expense Support Period through Oct 1, 2027 (initial closing was Oct 1, 2025).
• Expense cap: Investment Advisor will ensure Specified Expenses do not exceed 0.60% of Fund net assets (annualized); foregone fees/expenses may be repaid to the Advisor only if recoupment does not cause the 0.60% cap to be exceeded in the applicable month. The Advisor may recapture at any time; the arrangement cannot be terminated early without the Board’s consent. After the Expense Support Period ends, reimbursements to the Advisor will be payable as incurred without the 0.60% cap.
• Unit sales (Sept 1, 2026): total aggregate consideration ≈ $299,894,726 across classes:
  • Class E‑A: 74,834 units for $2,342,300
  • Class E‑I: 229,706 units for $7,199,000
  • Class S: 4,176,028 units for $130,333,830 (priced using Class E‑S Transactional NAV)
  • Class I: 5,075,602 units for $159,018,596
  • Class C: 30,722 units for $1,000,000 (Class C units purchased by an affiliate of the GP)
• Pricing and offering: purchase price = Transactional NAV per unit as of August 31, 2026 (Class S priced using Class E‑S NAV); offering made in the Fund’s continuous private offering, exempt under Section 4(a)(2) and Regulation D, and included sales via CPEP Feeder, L.P.

Why It Matters
For investors, the extended expense support means the Fund’s reported operating expenses will be capped at a lower level (0.60% annualized) through Oct 1, 2027, which can support net returns in the near term. However, the Advisor retains the ability to recoup foregone fees and expenses later (subject to the monthly cap during the Expense Support Period and without the cap after the period ends), which could increase future charges to the Fund. The nearly $300M in unregistered unit sales increases the Fund’s capital base and reflects continued investor (including GP‑affiliate) participation; these sales were priced to recent Transactional NAVs and were conducted under Reg D exemptions.