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RELATED PARTY TRANSACTIONS
6 Months Ended
Jun. 30, 2025
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS 3. RELATED PARTY TRANSACTIONS
Partnership Agreement
CPEP has entered into a limited partnership agreement with the General Partner (the “Partnership Agreement”).
Incentive Allocation
The General Partner will be allocated and paid an incentive allocation (the “Incentive Allocation”) by CPEP equal to
12.5% of total return subject to a 5% annual hurdle rate and a high water mark with 100% catch-up. The Incentive Allocation
will be measured on a calendar year basis, paid quarterly and accrued monthly. The Incentive Allocation may be paid to the
General Partner in cash, Class C Units and/or shares, units or interests of any Lower Fund or any combination of the foregoing.
Class C Units do not pay an Incentive Allocation.
Advisory Agreement
The Fund will enter into an investment advisory agreement (the “Advisory Agreement”) with the Investment Advisor,
pursuant to which the Investment Advisor manages the Fund and supports the Fund in managing its investments. The
Investment Advisor will not make investment decisions on behalf of CPEP and does not have the authority to enter into
contracts or commitments on behalf of CPEP.
Management Fee
In consideration for its investment management services, the Investment Advisor will be entitled to receive a management
fee (the “Management Fee”) with respect to each class of units payable by CPEP, directly or indirectly through an Intermediate
Entity (including the Lower Funds), equal to, in the aggregate, 1.25% per annum of the NAV of the units attributable to such
class of units, payable monthly in arrears, before giving effect to any accruals for the Management Fee, the Incentive
Allocation, the Servicing Fee (defined below), pending unit redemptions for the month, any distributions and without taking
into account accrued and unpaid taxes (whether paid, payable accrued or otherwise) of any Intermediate Entity (including
corporations) through which CPEP indirectly invests in an Investment or taxes paid by any such Intermediate Entity during the
applicable month, as determined in the good faith judgment of the General Partner; provided, that (i) with respect to Anchor
Units, the Management Fee shall be waived for the first twelve (12) months following the Initial Closing and shall be equal to
0.75% of the month-end NAV attributable to the Anchor Units for twenty-four (24) months thereafter and (ii) with respect to
Early Investor Units, the Management Fee shall be equal to 0.75% per annum of the month-end NAV attributable to the Early
Investor Units for the first thirty-six (36) months following the Initial Closing. Class C Units do not pay a Management Fee.
The Investment Advisor may elect to receive the Management Fee in cash, Class C Units and/or shares, units or interests of
any Lower Fund. See Note 5, Net Assets, for a definition and description of the Fund’s classes of units.
Dealer Manager Agreement
On July 25, 2025, the Fund and the Feeder entered into an agreement (the “Dealer Manager Agreement”) with TCG Capital
Markets L.L.C. (the “Dealer Manager”), a broker-dealer registered with the SEC under the Exchange Act and a member of the
Financial Industry Regulatory Authority. Pursuant to the Dealer Manager Agreement, the Dealer Manager will manage the
Fund’s relationships with third-party brokers engaged by the Dealer Manager to participate in the distribution of the Fund’s
units. The Dealer Manager will also coordinate the Fund’s marketing and distribution efforts with participating brokers and
their registered representatives with respect to communications related to the terms of the Fund’s offering, its investment
strategies, material aspects of its operations, and subscription procedures.
The Dealer Manager will be entitled to receive a servicing fee (the “Servicing Fee”) monthly in arrears at an annual rate of
the NAV of each class of Units as outlined in the following table:
Servicing Fee
(per annum)
Classes of Units (1)
0.85%
Class S Units, Class A-S Units, Class E-S Units
0.25%
Class D Units, Class A-D Units, Class E-D Units
%
Class I Units, Class A-I Units, Class E-I Units, Class C Units
________________
(1)See Note 5, Net Assets, for a description of the Fund’s classes of units.
The Servicing Fee will be calculated based on NAV as of the end of each month before giving effect to any accruals for the
Servicing Fee, redemptions, if any, for that month and distributions payable on Units. The Servicing Fee will be payable to the
Dealer Manager, but the Dealer Manager anticipates that all or a portion of the Servicing Fee will be retained by, or reallowed
(paid) to, participating brokers or other financial intermediaries.
The Fund will accrue the cost of the Servicing Fees, as applicable, for the estimated life of the relevant Units as an offering
cost at the time such Units are sold. 
Feeder
CPEP Feeder, L.P. (the “Feeder”) is a Delaware limited partnership formed on February 11, 2025 for the benefit of certain
shareholders with particular tax characteristics. The Feeder intends to invest all or substantially all of its investable assets  in
one or more entities treated as a corporation for U.S. federal income tax purposes (a “Corporation”), which, in turn, intends to
invest all or substantially all of its investable assets in Class A-I, Class E-I and Class I Units of the Fund. The Feeder wholly
owns CPEP Blocker, L.P. (the “Blocker”), a limited partnership formed on February 21, 2025, in accordance with the laws of
the Cayman Islands, which is a Corporation for U.S. federal income tax purposes. Investors in the Feeder will indirectly bear,
without duplication, their proportional share of the Fund’s expenses.
CPEP Lux
CPEP will invest alongside Carlyle Private Equity Partners - EU (“CPEP Lux”), a sub-fund of Carlyle Private Markets S.A.
SICAV – UCI Part II, and a Luxembourg alternative investment fund available to individual investors primarily domiciled in
countries of the European Economic Area, the United Kingdom, Switzerland, Asia and certain other jurisdictions. While the
Fund and CPEP Lux have substantially similar investment objectives and strategies and are expected to have overlapping
investment portfolios, the Fund and CPEP Lux will be operated as distinct investment structures.
Affiliates
The General Partner, Investment Advisor, Dealer Manager, Feeder, Blocker, CPEP Lux and any other vehicle sponsored,
advised and/or managed by Carlyle, are affiliates of the Fund.