Item 3.02. Unregistered Sales of Equity Securities.
On October 1, 2026, the Fund sold unregistered limited partnership units (the “Units”) to certain investors for aggregate
consideration of approximately $57.6 million.
The following table provides details on the Units sold to investors by the Fund:
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| | Number of Units Sold(1,2) | | Aggregate Consideration(2) |
| | | | |
| | | | |
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__________
(1)The number of Units sold by the Fund was finalized on October 23, 2026, following the calculation of the Fund’s Transactional Net Asset Value
(“Transactional NAV”) as of September 30, 2026 per Unit for Class E-S, Class E-A, Class E-I, Class S, Class I and Class C. The purchase price for each
Unit sold by the Fund on October 1, 2026, was equal to the Transactional NAV per Unit for the applicable class as of September 30, 2026. Refer to Item
8.01 below for information on the Fund’s Transactional NAV.
(2)Unit and dollar amounts are rounded to the nearest whole number.
(3)Represents Class C Units purchased by an affiliate of the Fund’s general partner, CPEP GP, LLC (the “General Partner”).
The offer and sale of the Units were made as part of the Fund’s continuous private offering and were exempt from the
registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D
promulgated thereunder. The Units were sold to investors, including through CPEP Feeder, L.P. (the “Feeder”), a Delaware
limited partnership for certain investors with particular tax characteristics, such as certain U.S. tax-exempt investors and certain
non-U.S. investors.
Item 8.01. Other Events.
Transactional Net Asset Value
The Fund calculates the Transactional NAV for purposes of establishing the price at which transactions in the respective Units
are made. A description of the Fund’s valuation process is included under “Part II, Item 5. Market for Registrant’s Common
Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities—Calculation of Transactional Net Asset Value
Commission on March 30, 2026 (the “Form 10-K”). Transactional NAV is based on the month-end values of the Fund’s
investments and other assets (including cash and cash equivalents) and the deduction of any respective liabilities, including
certain fees and expenses (such as the Incentive Allocation and Management Fee, as applicable to the respective class), in all
cases as determined in accordance with the valuation policies and procedures adopted by the Fund. The Investment Advisor is
limiting the Fund’s Specified Expenses to 0.60% of net assets (annualized) through October 1, 2027. To achieve this, the
Investment Advisor may waive a portion of its management fees and/or absorb or reimburse certain Fund expenses as needed.
For purposes of calculating Transactional NAV, the Expense Support paid by the Investment Advisor will be reflected as a
reduction to Transactional NAV in the month the Fund reimburses the Investment Advisor for such costs, provided that any
reimbursement during the Expense Support period does not cause Specified Expenses to exceed the 0.60% (annualized) limit;
after that period, the limit no longer applies. Servicing Fees, as applicable, are recognized as a reduction to Transactional NAV
on a monthly basis as such fees are paid. Definitions of Specified Expenses and Expense Support are included within “Part II,
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Components of Our
Results of Operations—Expenses” of the Form 10-K. Certain contingent tax liabilities may not be recognized as a reduction to
Transactional NAV if the General Partner reasonably expects such liabilities will not be recognized upon divestment of the
underlying investment. Transactional NAV per Unit may differ from the Fund’s net asset value as determined in accordance
with accounting principles generally accepted in the United States of America (“U.S. GAAP”).