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 Document Simpson Thacher & Bartlett LLP 900 G STREET, NW Washington, D.C. 20001 TELEPHONE: +1-202-636-5580 FACSIMILE: +1-202-636-5502 Direct Dial Number E-mail Address (202) 636-5580 Neesa.sood@stblaw.com August 6, 2025 Via EDGAR Aisha Adegbuyi Tonya Aldave Ben Phippen Cara Lubit Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Carlyle Private Equity Partners Fund, L.P. Amendment No. 1 Registration Statement on Form 10-12G Filed June 27, 2025 File No. 000-56746 Ladies and Gentlemen: On behalf of Carlyle Private Equity Partners Fund, L.P. (the “Fund”), we are providing responses to written comments received from the staff (the “Staff”) of the Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance on July 22, 2025 with respect to the Fund’s prior response letter sent to the SEC on June 27, 2025 and the above-referenced registration statement on Form 10, filed with the SEC on May 2, 2025, as amended on June 27, 2025 (the “Registration Statement”). Together with this response, the Fund has filed Amendment No. 2 to the Registration Statement on EDGAR. For convenience of reference, the Staff’s comments have been reproduced herein. We have discussed the Staff’s comments with representatives of the Fund. The Fund’s responses to the Staff’s comments are set out immediately under the reproduced comment. Please note that all page numbers in the Fund’s responses are references to the page numbers of Amendment No. 2 to the Registration Statement. All capitalized terms used but not defined in this letter have the meanings given to them in the Registration Statement. Where the Fund has revised disclosure in the Registration Statement in response to a comment, additions are underlined in blue and deletions are struck in red . Amendment No. 1 to Registration Statement on Form 10-12G General 1. We note your response to prior comment 15. We also note your disclosure on page 189 that your “[g]eneral [p]artner has made an initial capital contribution of $1,000 in cash, in Securities and Exchange Commission August 6, 2025 exchange for 40 Class C Units.” You also state on page 175 that “[n]one of [y]our Classes of Units have voting power.” We also note that Section 4.4 of your Amended and Restated Limited Partnership Agreement filed as Exhibit 3.2 appears to indicate that in some situations your general partner “may also be a [s]hareholder.” Please disclose specifically whether Class C Units have voting power. If none of your units have voting rights, please revise your disclosure to explain how you will elect the board and how you will make other decisions that are typically made by the shareholders' vote. In addition, revise your risk factors section to address any related material risks and/or conflicts of interests that may arise. Response : The Fund respectfully advises that under the Partnership Agreement, the General Partner has the exclusive right to appoint and remove members of the Board and take other actions without any consent or approval of Shareholders, including amendments to the Partnership Agreement and effecting significant corporate transactions.  None of the Fund’s Classes of Units (including, for clarity the Class C Units held by the General Partner) confer any voting power to Shareholders. Shareholders do not have the right to elect or remove the members of the Board or the General Partner, and accordingly none of the Fund’s Classes of Units are voting securities.  The Fund has revised the disclosure on page 10 under “Partnership Agreement” and the risk factor on page 58 to clarify the foregoing. The Fund also notes the disclosure in Amendment No. 1 that Shareholders are not entitled to vote for or nominate directors beginning on page 7 under “The Board” 1 and on page 10 under “Partnership Agreement” 2 and the risk factors on pages v and 58. Item 1. Business The Fund - Carlyle Private Equity Partners Fund, L.P., page 1 2. We note your revised disclosure in response to prior comment 3. In the discussion of your planned activities, please include specific information regarding material events or steps required to pursue your planned activities, including any contingencies such as raising 1 On page 7, the Fund discloses that “[e]ach director shall serve a term of three years, which is renewable by the General Partner in its sole discretion.” Further, the Fund discloses that “[t]he General Partner may appoint additional directors, including Independent Directors, to the Board from time to time… [and that t]he General Partner shall have the right to change or replace any Independent Director for cause (as defined in the Partnership Agreement) and any director other than an Independent Director with or without cause.” 2 On page 10, the Fund discloses that “[o]verall responsibility for oversight of the Fund rests with the General Partner, subject to certain oversight rights held by the Fund’s Board with respect to the periodic reports under the Exchange Act and certain situations involving conflicts of interest.” The disclosure further states that “[w]ithout limitation, and subject to the terms of the Fund’s Partnership Agreement, the General Partner is responsible for and authorized with the following, without approval of any Shareholder or other person : • the management and operation of the Fund; • any and all of the objectives and purposes of the Fund; • to perform all acts and enter into and perform all contracts, other documents and tasks as it may deem necessary or advisable for the Fund; • making Investments consistent with the purposes of the Fund; • making all decisions concerning the investigation, evaluation, selection, negotiation, structuring, commitment to, monitoring, managing (including providing, or arranging for the provision of, management or managerial assistance to Portfolio Companies) and disposition of Investments, including in connection with any Other Carlyle Accounts alongside or in which the Fund participates; • and directing the formulation of investment policies and strategies for the Fund” (emphasis added). Securities and Exchange Commission August 6, 2025 additional funds, if applicable. We also note your revised disclosure refers to the “warehousing agreement.” In addition, clarify here if you have already entered into this agreement and if so, file it as an exhibit to the registration statement and describe its material terms here, or advise. Response : The Fund respectfully advises that the material event or step required to pursue the Fund’s planned activities is to raise capital in the Private Offering. Only once the Fund raises capital from the Private Offering will the Fund be able to commence investment operations. The Fund notes that it entered into the Warehousing Agreement on August 4, 2025, a copy of which is filed as Exhibit 10.2 to Amendment No. 2. The Fund has revised the disclosure on page 1 as set forth below. As of the date of this Registration Statement, we have not yet commenced investment operations and activities and, as a result, we currently do not hold any Investments and have not generated any revenues. Over the next twelve months, we intend to commence acquire Investments using proceeds from the Private Offering and begin investment operations. In addition, as described further below, an affiliate of Carlyle has acquired and will continue . Our ability to acquire i I nvestments with the expectation that approved investments will be transferred to the Fund. Further, it is expected that the Fund will agree to acquire, and such affiliate will agree to transfer, approved investments on the terms described in the Warehousing Agreement (as defined below) over time as the Fund is subject to our ability to raise s capital in the Private Offering. In addition, on August 4, 2025, CPEP and the Investment Advisor, in its capacity as investment advisor of CPEP, entered into a Warehousing Agreement (the “Warehousing Agreement”) with CPEP Seed Investments, L.P. (the “Warehouse Entity”), an affiliate of Carlyle. In order to support the development of CPEP, the Warehouse Entity has, and will continue to, warehouse investments that have been approved by the General Partner, subject in each case to the Warehouse Entity’s approval at the time of acquisition (each, an “Approved Warehoused Investment”). The Warehouse Entity has agreed to subsequently, over time as CPEP raises capital, transfer to CPEP, and CPEP has agreed to acquire from the Warehouse Entity, such Approved Warehoused Investments, at a price as agreed to between the parties, subject to certain conditions, including that CPEP has sufficient capital to acquire such Approved Warehoused Investments. See “ Item 1A. Risk Factors — Risks Related to Warehousing ” for more information. See “— Investment Process ” below for information regarding the Fund’s process for identifying, evaluating and monitoring investments. 3. You state that you expect to form one or more other collective investment vehicles or other arrangements for certain other investors to invest in the Fund. Please describe these plans in further detail, addressing the expected characteristics and purposes of such vehicles/arrangements (other than the Feeder) and such other investors. Please also discuss any impact these plans may have on the Fund’s ability to rely on Section 3(c)(7) of the Investment Company Act of 1940 (the “1940 Act”). Response : The Fund notes that such other collective investment vehicles or other arrangements, including feeder funds, may be formed to accommodate certain investors and to facilitate their indirect participation in the Fund with respect to all or a portion of their investment. Investors in any such vehicles/arrangements are generally expected to invest indirectly in Class I Units of the Fund. Additionally, any subsequent sales made by the Fund to such feeder funds/arrangements will be offered in reliance on Section 3(c)(7) or other Securities and Exchange Commission August 6, 2025 available exemptions or exclusions under the 1940 Act. The Fund has revised the disclosure on page 2 as set forth below. In addition to the Fund, Carlyle expects to form one or more other collective investment vehicles or other arrangements for certain other investors to invest in the Fund , including feeder funds , to accommodate certain investors and to facilitate their indirect participation in the Fund with respect to all or a portion of their investment. Investors in such other collective investment vehicles or other arrangements are generally expected to invest indirectly in Class I Units of the Fund . In particular, Carlyle has formed the Feeder for certain investors with particular tax characteristics, such as certain U.S. tax-exempt investors and certain non-U.S. investors. The Fund anticipates forming one or more Lower Funds through which it expects to hold its Investments, directly or indirectly through one or more Intermediate Entities, as determined by the General Partner. 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 Fund, in turn Feeder will only be offered to prospective investors who are both (i) accredited investors (as defined in Regulation D under the 1933 Act) and (ii) qualified purchasers (as defined in the 1940 Act and the rules thereunder), and the Fund intends for any subsequent sales made by the Fund to future feeder funds or similar arrangements to be offered in reliance on Section 3(c)(7) of the 1940 Act or other available exemptions or exclusions under the 1940 Act. 4. You state that you anticipate forming one or more Lower Funds through which you expect to hold investments through one or more Intermediate Entities. Please provide further detail regarding the characteristics and purposes of such Lower Funds and Intermediate Entities and their expected relationship with the Fund. Response : The Fund notes the disclosure in Amendment No. 1 on pages ii and 2 that Lower Funds may be formed to aggregate the holdings of the Fund, directly or indirectly through one or more Intermediate Entities, which are entities (including corporations) used to acquire, hold or dispose of any investment asset or otherwise facilitate the Fund’s investment activities, as determined by the General Partner. The Fund has revised the disclosure on page 2 as set forth below. The Fund may form one or more vehicles used to aggregate the holdings of the Fund (any such vehicles, including any successor vehicles thereto, the “Lower Funds”), through which it would hold its Investments, directly or indirectly through one or more entities (including Corporations) used to acquire, hold or dispose of any investment asset or otherwise facilitate the Fund’s investment activities (each, an “Intermediate Entity”), as determined by the General Partner. The Fund may invest (either directly or through one or more Intermediate Entities) all or substantially all of its investable assets in the Lower Funds. 5. On page 2, you state that you may form one or more Parallel Funds to invest alongside the Fund. Please provide further detail regarding the characteristics and purposes of such Parallel Funds and their expected relationship with the Fund. Response : The Fund notes the disclosure in Amendment No. 1 on page ii that Parallel Funds refer to one or more parallel investment vehicles established by, or at the direction of, Carlyle to facilitate investment by certain investors, including to accommodate legal, tax, regulatory, compliance, or certain other operational requirements, but excluding CPEP Lux. Any such Securities and Exchange Commission August 6, 2025 Parallel Funds are generally expected to invest in, or dispose of, Investments alongside the Fund on a pro rata basis (with respect to investments, based upon available capital and/or any other factor determined by the General Partner) and on substantially the same terms as the Fund (including by means of investing in the Lower Funds), unless the General Partner determines in good faith that a different allocation or terms are reasonably necessary for legal, tax, regulatory, or certain other operational requirements. The Fund supplementally informs the Staff that no Parallel Funds are currently contemplated and has revised the disclosure on page 2 as set forth below. Carlyle may also form one or more parallel investment vehicles to facilitate investment by certain investors, including to accommodate legal, tax, regulatory, compliance, or certain other operational requirements (any such vehicles, but excluding CPEP Lux, the “ Parallel Funds ”). Any such Parallel Funds are generally expected to invest in, or dispose of, Investments alongside the Fund . on a pro rata basis (with respect to investments, based upon available capital and/or any other factor determined by the General Partner) and on substantially the same terms as the Fund (including by means of investing in the Lower Funds), unless the General Partner determines in good faith that a different allocation or terms are reasonably necessary for legal, tax, regulatory, or certain other operational requirements. Redemption Program, page 14 6. Please provide us with your analysis as to the applicability of the tender offer rules, including Rule 13e-4 and Regulation 14E, to your redemption program. Response : The Fund acknowledges the Staff’s comment and respectfully notes that it has determined to operate a redemption program subject to the terms and conditions of the Partnership Agreement ( i.e. , the Fund’s governing instrument) in accordance with Rule 13e-4(h)(1) under the U.S. Securities and Exchange Act (the “Exchange Act”). 3 As discussed