COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2025

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

4. COMMITMENTS AND CONTINGENCIES

The Investment Advisor has agreed to advance organizational and offering costs on behalf of CPEP through the Initial

Closing and may, in its sole discretion, advance all or a portion of the Fund’s organizational and offering costs and/or other

costs and expenses of the Fund’s operations (the “Expense Support”) through such date as determined by the Investment

Advisor. CPEP will reimburse the Investment Advisor for all such advanced expenses following the Initial Closing, subject to a

specified expense cap and reimbursement limitations described below. As of September 30, 2025, the Investment Advisor has

incurred approximately $4.3 million in organizational and offering costs on CPEP’s behalf. This amount will only be borne by

CPEP upon the Initial Closing and is subject to change. The Investment Advisor, in its sole discretion, may waive its right to

reimbursement for any such advanced expenses.

Through and including the first twelve months following the Initial Closing, the Investment Advisor will agree to forgo an

amount of its monthly Management Fee and/or pay, absorb or reimburse certain expenses of the Fund, to the extent necessary

so that, for any fiscal year, the Fund’s annual Specified Expenses (as defined below) do not exceed 0.60% of the Fund’s net

assets (annualized) as of the end of each calendar month. The Fund will agree to repay the amount of any foregone

Management Fee and expenses paid, absorbed or reimbursed by the Investment Advisor during such twelve-month period,

when and if requested by the Investment Advisor, but only if and to the extent that such Specified Expenses plus any

recoupment do not exceed 0.60% of the Fund’s net assets (annualized) during the applicable month. The Investment Advisor

may recapture a Specified Expense at any time, including in the same year it is incurred. This arrangement cannot be terminated

prior to the first anniversary of the Initial Closing without the Board’s consent. Unless this arrangement is extended, after the

first anniversary of the Initial Closing, CPEP will reimburse the Investment Advisor for any Expense Support that it has

incurred on the Fund’s behalf as and when incurred, regardless of when such Expense Support was incurred and without regard

to the 0.60% cap described above. “Specified Expenses” is defined to include all expenses incurred in the business of the Fund,

including Organizational and Offering Expenses and Fund Expenses (as defined in the Partnership Agreement), with the

exception of (i) the Management Fee, (ii) the Incentive Allocation, (iii) the Servicing Fee, (iv) Portfolio Company or joint

venture level expenses, (v) brokerage costs or other investment-related out-of-pocket expenses, including with respect to

unconsummated transactions, (vi) dividend/interest payments (including any dividend payments, interest expenses, commitment

fees, or other expenses related to any leverage incurred by the Fund), (vii) taxes, (viii) ordinary corporate operating expenses,

(ix) certain insurance costs and (x) extraordinary expenses (as determined in the sole discretion of the Investment Advisor).