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Simpson Thacher & Bartlett LLP

425 LEXINGTON AVENUE

NEW YORK, NY 10017

TELEPHONE:
+1-212-455-2000

FACSIMILE: +1-212-455-2502

    Direct Dial Number

    E-mail Address

    (212) 455-2516

    BWells@stblaw.com

August 22, 2025

Via EDGAR

Todd Schiffman

James Lopez

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Brookfield Private Equity Fund LP

    Registration Statement on Form 10-12G

    Filed July 1, 2025

    File No. 000-56760

Dear Messrs. Schiffman and Lopez:

On behalf of Brookfield Private
Equity Fund LP (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 August 4, 2025 and August 6,
2025 relating to the above-referenced registration statement on Form 10, filed with the SEC on July 1, 2025 (the “Registration
Statement”).

We are concurrently filing
with the SEC an amendment to the Registration Statement (“Amendment No. 1”), including revisions in response to the
Staff’s written comments. For convenience of reference, the Staff’s comments have been reproduced in italics below. 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 in Amendment No. 1. All capitalized terms used but not defined in this letter have the meanings given to them
in Amendment No. 1. Where the Fund has revised disclosure in the Registration Statement in response to a comment, additions are
underlined and deletions are struck.

    Securities
    and Exchange Commission

    August 22,
    2025

Form 10-12G filed July 1, 2025

Forward-Looking Statements, page 3

1. We note your statement that the Registration Statement includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 (the “1933 Act”) and Section 21E of the Securities Exchange
Act of 1934 (the “Exchange Act”). Please be advised that Section 27A(b)(1)(C) of the 1933 Act and Section 21E(b)(1)(C) of
the Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made by companies that
are not reporting companies under section 13(a) or 15(d) of the Exchange Act. Please delete any references to the Private Securities
Litigation Reform Act or make clear that these provisions do not apply to you.

Response:
The Fund acknowledges the Staff’s comment and has revised its disclosure on page 3 to remove the references to the safe harbor
as set forth below.

This Registration Statement may contain
forward-looking statements within the meaning of Section 27A of the 1933 Act and Section 21E of the Exchange Act,
which involve certain known and unknown risks and uncertainties.

Item 1. Business, page 5

2. Please expand your business section to state clearly if you have not yet begun operations and to include
a plan of operations for the next twelve months. In the discussion of your planned activities, include specific information regarding
material events or steps required to pursue your planned activities, including any contingencies such as raising additional funds.

Response:
At the time of filing the Registration Statement, the Fund had not yet begun operations. However, as of the date hereof, the Fund has
commenced operations but has not yet completed a full quarter of operations. The Fund has included new disclosure regarding the Seed Investment
on page 5. The Fund respectfully submits that the disclosure on page 5 includes a plan of operations for the next twelve months,
including material steps required to pursue the Fund’s planned activities (i.e., commence the Fund’s Private Offering and
continue its operations). However, in response to the Staff’s comment, the Fund has expanded the disclosure as set forth below:

The
While the Fund has not yet accepted third-party investors, the Fund expects to hold begin holding
monthly closings as part of its Private Offering. We have not yet commenced investment operations and activities in
July 2025 when certain Brookfield Investors sold and transferred certain initial asset investments to the Fund (each such initial
investment, a “Seed Investment”) in exchange for an entitlement to receive Class B-1 Units. See “Item
2. Financial Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations”
below for more information regarding the Seed Investments. See also “—Investment Process” below
for information regarding the Fund’s process for identifying, evaluating and monitoring Investments.

    2

    Securities
    and Exchange Commission

    August 22,
    2025

3. We note the broad definition of Direct Investments on page 7, including equity instruments, debt,
options, PIK notes, etc. We also note the Fund’s investment objective involves acquiring “high-quality businesses for
value and further enhancing value post-acquisition through operational improvements.” Please revise Portfolio Allocation Targets
on page 8 to further disaggregate the portion of the various investments, if known. If these amounts are to be determined, please
revise to state so and further clarify the discussion of discretion in investment allocations. Additionally, please revise to clarify
the extent to which investments are intended to provide acquisition of significant or majority ownership of businesses, and clarify the
activities and expected timelines associated with implementing and monetizing “operational improvements.”

Response:
The Fund has revised the disclosure under the headings “Investment Objective and Strategies” and “Portfolio Allocation
Targets”, accordingly on pages 6 and 7 in response to the Staff’s comment, as indicated below. The Fund respectfully
submits that, as included in the disclosure on page 7, the portfolio allocation targets are merely indicative and the Fund’s
Investments may vary materially from the indicative allocation ranges, at the discretion of the General Partner, for a number of factors,
including those enumerated therein. In addition, the Fund has included additional disclosure on pages 6 and 7 to clarify the extent
to which investments are intended to provide acquisition of significant majority ownership of businesses and to clarify the expected timelines
with respect to the Fund’s investments.

Pg. 6: The Fund currently expects to primarily
co-invest in companies alongside other Brookfield Accounts across Brookfield’s private equity strategies, including control investments
and non-control structured investments where Brookfield (through the Fund and/or such other Brookfield Accounts) would have significant
governance rights. In addition, the Fund may also make stand-alone investments and take significant or majority ownership (and in some
cases minority ownership) of such companies. The Fund may also invest in loans, bonds, evidence of indebtedness, debt securities (including
convertible debt), public equities or other types of debt or debt-like instruments.

Pg. 6: The Fund will seek to acquire
portfolio companies for value and to implement operational improvements that will have a meaningful impact on cashflows, and ultimately
drive value creation. The expected timeline associated with implementing and monetizing operational improvements of the Investments will
vary depending on the types of Investments, the nature of the acquisition of such Investments (e.g., in a take-private, carveout, sponsor
to sponsor acquisition etc.) and the level of transformation required. The Manager will continually review each Investment on a case-by-case
basis to assess monetization strategies, ongoing risks and opportunities. On an ongoing basis, the Manager carries out a sell or hold
analysis, considering the underlying market conditions, potential upside and risks associated with continuing to hold an Investment. The
Manager will actively seek to identify and evaluate future exit options and set the milestones necessary to achieve the desired exit timing
and risk-adjusted realized returns. The exit strategies are expected to vary depending on the Investments and the timing required to implement
any operational improvements. The Manager will evaluate multiple exit alternatives for each Investment.

    3

    Securities
    and Exchange Commission

    August 22,
    2025

Pg. 7: The Fund will generally seek to
invest 80-85% of its total assets in Direct Investments, Secondary Investments and Primary Commitments, and 15-20% of its total
assets in the Public Securities Portfolio. Direct Investments will generally consist of (i) equity investments that are controlled
by the Fund and/or other Brookfield Accounts in the aggregate and (ii) structured hybrid investments whereby the Fund will take
a senior position in the capital structure, rather than a control position. The Fund has not prescribed any other allocation targets,
and the exact allocation of the Fund’s Investments may vary materially from these indicative allocation ranges at the discretion
of the General Partner, due to various factors including, among others, (i) the pace of deployment of capital into Direct Investments,
Secondary Investments and Primary Commitments; (ii) the investment performance and market value of Investments; (iii) availability
of capital for Redemption Requests or other liquidity requirements; (iv) availability of capital in other vehicles or accounts that
co-invest with the Fund; (v) large inflows of capital over a short period of time; (vi) the General Partner’s assessment
of the relative attractiveness of opportunities; or (vii) an increase in anticipated cash requirements or Redemption Requests and
subject to any limitations or requirements relating to applicable law. Certain Investments could be characterized by the General Partner,
in its discretion, as either Direct Investments or within the Public Securities Portfolio depending on the terms and characteristics
of such Investments. For the avoidance of doubt, in the event that the Fund’s Investments vary from the allocation ranges indicated
above for any reason, the General Partner shall have no obligation to sell any Investments or take any other action to remedy such variances.
While the Fund may invest in private credit, the Fund does not expect such investments to be a significant aspect or a material portion
of the Fund’s investment strategy.

    4

    Securities
    and Exchange Commission

    August 22,
    2025

4. If material, please revise here and where appropriate to address the growth and trends in private credit
and the opportunities and risks they present.

Response:
While the Fund may invest in private credit, such investments will not represent a material portion of the Fund’s assets. The Fund
has revised the disclosure accordingly to indicate that the Fund’s investments may include certain private credit investments, but
that such investments will not make up a material portion of the Fund’s assets on page 7, as set forth below.

While the Fund may invest in private
credit, the Fund does not expect such investments to be a significant aspect or a material portion of the Fund’s investment strategy.

The Fund-Brookfield Private Equity Fund LP, page 5

5. Briefly explain the purpose of “Parallel Funds” and parallel vehicles. For example, it
is unclear how a Parallel Fund may differ from “co-investment vehicles, sidecar vehicles,” companion vehicles and similar
structures.

Response:
A Parallel Fund refers to one or more parallel investment funds or other entities, including any feeder vehicles into such entities, established
by, or at the discretion of, Brookfield to facilitate the investment by certain investors to accommodate legal, tax, accounting, regulatory,
compliance or certain other operational requirements which will generally invest (either directly or indirectly) in Investments alongside
the Fund on a pro rata basis (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 through an Intermediate Entity), unless the General Partner determines in
good faith that a different allocation or terms are reasonably necessary for legal, tax, accounting, regulatory, compliance or certain
other operational requirements. The difference between a Parallel Fund and “co-investment vehicles, sidecar vehicles, companion
vehicles and similar structures” is that a Parallel Fund is not established as a distinct investment structure from the Fund’s
structure and is established to facilitate investment by certain investors, including to accommodate legal, tax, accounting, regulatory,
compliance or certain other operational requirements. The Fund has revised the disclosure on page 5, and the definition of Parallel
Fund on page 2, accordingly as set forth below.

    5

    Securities
    and Exchange Commission

    August 22,
    2025

Pg. 2: the term “Parallel Funds”
refers to one or more parallel vehicles established by, or at the direction of, Brookfield, to facilitate investment by certain investors,
including to accommodate legal, tax, accounting, regulatory, compliance or certain other operational requirements, to generally invest
alongside the Fund (as determined in the Manager’s discretion), but excluding BPE Canada and BPE Lux;

Pg. 5: Brookfield may also form one or
more parallel vehicles investment vehicles to facilitate investment by certain investors, including to accommodate
legal, tax, accounting, regulatory, compliance or certain other operational requirements established by, or at the direction of,
Brookfield, to generally invest alongside the Fund, but excluding BPE Canada and BPE Lux (as determined in the Manager’s
discretion, the “Parallel Funds”). Any such Parallel Funds are generally expected to invest (either directly or
indirectly) in Investments alongside the Fund on a pro rata basis and on substantially the same terms as the Fund, unless the
General Partner determines in good faith that a different allocation or different terms are reasonably necessary for legal, tax, accounting,
regulatory, compliance or certain other operational requirements. The Fund anticipates holding its Investments, directly or indirectly
through one or more intermediate entities (including corporations, limited liability companies or limited partnerships (including the
Aggregator)) (the “Intermediate Entities”), as determined by the General Partner.

6. We note the reference to the Aggregator and the statement that the Fund will “invest all or substantially
all of its assets in the Aggregator.” Please revise to further clarify the nature of the investment. Additionally, please revise
the graphic on page 9 and accompanying narrative to more clearly identify the Aggregator and the nature of its relationships with
the Fund and Manager.

Response:
The Fund has revised the disclosure accordingly on page 5 as set forth below and revised the BPE structure chart on page 8 to
reflect where the Aggregator sits in relation to the Fund and the Manager. The Fund has also included an explanatory note to the updated
BPE structure chart on page 8 as set forth below to clarify the Aggregator’s relationship with the Fund and the Manager.

Pg. 5: In addition to the Fund, Brookfield
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. Brookfield has formed Brookfield Private Equity TE Feeder Fund LP, a Delaware limited partnership (the “Feeder”
and together with any other feeder funds, the “Feeder Funds”), for certain investors with particular tax characteristics,
such as certain U.S. tax-exempt inves