In connection with its formation, CPEP has the authority to issue an unlimited number of units of each class of units. CPEP

expects to offer nine classes of units to investors, as follows:


Standard Units ..................		Class S Units, Class D Units, Class I Units
Anchor Units (1) ................		Class A-S Units, Class A-D Units, Class A-I Units
Early Investor Units (2) .....		Class E-S Units, Class E-D Units, Class E-I Units

(1)Available to investors in the Initial Closing of the Fund.

(2)Available to investors in closings which occur within one year of the Initial Closing.

Additionally, Class C Units (also referred to as “Carlyle Units”) will be available for certain Carlyle accounts that invest in

the Fund as part of custom mandates and to Carlyle and certain of its affiliates and employees, officers and directors and other

persons as determined by the General Partner in its discretion. The Carlyle Units will not be offered to other investors.

The primary differences among the classes of units relates to the Management Fee, the Servicing Fee, and upfront

subscription fees (discussed below). See Note 3, Related Party Transactions, for further detail regarding the Management Fee

Certain financial intermediaries may charge investors upfront selling commissions, placement fees, subscription fees, or

similar fees (“Subscription Fees”) of up to the following, as a percentage of NAV:


Subscription Fee		Classes of Units
3.00%		Class S Units, Class A-S Units, Class E-S Units
1.50%		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

Units issued pursuant to the Fund’s distribution reinvestment plan are not subject to Subscription Fees. These Subscription

Fees are paid by investors outside of their investment in CPEP and are not reflected in CPEP’s NAV.

On March 28, 2025, the General Partner purchased 40 Class C Units at a price of $25.00 per unit. As of June 30, 2025, the

The Fund’s units will be offered on a monthly basis and the purchase price per unit of each class will be equal to the NAV

per unit for such class as of the last business day of the immediately preceding month. CPEP expects to determine its first NAV

for each class of units as of the end of the first full month after the Initial Closing. Thereafter, the General Partner will

determine the NAV for each class of units monthly and will prepare the valuations with respect to each investment in

accordance with the valuation polices and procedures adopted by the Fund.

At the discretion of the General Partner and in accordance with the Partnership Agreement, CPEP intends to implement a

redemption program (the “Redemption Program”), pursuant to which it expects to offer to redeem in each quarter up to 3% of

the Fund’s units outstanding (excluding the Class C Units), either by number of units or aggregate NAV. The Redemption

Program is expected to commence the quarter following the first anniversary of the Initial Closing.

Under the Redemption Program, the General Partner currently expects to redeem units quarterly using a purchase price

equal to the NAV per unit as of the date specified in the redemption offer (the “Redemption Date”). Any redemption request for

units that have not been outstanding for at least two years will be subject to an early redemption deduction equal to 5% of the

NAV of the units being redeemed, calculated as of the Redemption Date, (the “Early Redemption Deduction”) for the benefit