Warburg Pincus Access Fund (WP ACE): NAV, Fees, 5% Exit Deduction

What WP ACE is, and what it is not

WP ACE is Warburg Pincus's perpetual private equity product for individuals. The registrant's exact name is Warburg Pincus Access Fund, L.P.; “WP ACE” is the name the filings use for the fund together with its feeders, parallel funds and the master fund behind them. The 10-Q says the fund “commenced investment operations on February 2, 2026” and is “structured as a perpetual-life strategy, with monthly, fully funded subscriptions.” It is not a registered fund: it relies on Section 3(c)(7) of the Investment Company Act and sells only to investors who are both accredited investors and qualified purchasers (a status defined in the Investment Company Act and its rules; ask the seller how you qualify). It files 10-K, 10-Q and 8-K reports because its units are registered under the Securities Exchange Act.

The wrapper is the same idea as KKR's K-PEC, EQT's EQPE, Blackstone's BXPE and TPG's T-POP: monthly subscriptions at a NAV, quarterly repurchases with a cap and an early-exit deduction, a performance fee above a hurdle. Our guide to investing in private equity and the private credit versus private equity comparison put them side by side. What is different here is the age and the source of the assets. WP ACE is nine months old, and the holdings were mostly bought from other Warburg Pincus funds.

The 10-Q lists ten investor classes (A1-A4, B1-B4, C1-C2), plus Class D and Class E. Only six have units outstanding: A1, A2, A3, B1, B3 and E. Class E is for Warburg Pincus, its people and affiliates and the independent directors, and pays no management fee, performance allocation or servicing fee. The filings do not give a minimum investment; that sits in the private placement memorandum, which we have not seen.

The number: $447.7 million, and why GAAP says $426.2 million

At June 30, 2026 the fund's balance sheet showed total assets of $458.1 million, almost all of it its stake in the master fund, and GAAP net assets of $426.2 million. The price at which units are sold and repurchased is a different number, the Transactional NAV, which the 10-Q reconciles.

The Transactional NAV is 5.0% above GAAP net assets (our arithmetic). The filings tell you why: they defer the Manager's advances and recognize servicing fees monthly instead of for the life of the units. The same logic runs the other way for a seller. The Manager's advances (the Fund owed $8.8 million to affiliates at June 30, 2026) are a claim on fund assets that is repaid later, so they weigh on whoever holds units when the repayment is made. The expense limitation agreement caps the fund's specified expenses at 0.40% of monthly net assets a year, and the 10-Q says the fund agrees to repay the Manager for waived fees and excess expenses within five years, as long as repayment does not push expenses above the cap.

Transactional NAV rose 21.3% in the second quarter, from $369.1 million at March 31, 2026. New units sold in April-June 2026 added $58.5 million, so roughly $20 million of the $78.6 million rise came from the master fund's gains net of costs (our arithmetic).

Money in: a big February, then $10 to $16 million a month

The fund files an 8-K with the units it sold on the first business day of each month and the NAV per unit it used. The first one sold $286.2 million on February 2, 2026 at $25.00. Since May the fund has sold $10 to $16 million a month.

The eight sales add up to $449.7 million for the U.S. fund and $693.8 million for WP ACE as a whole (our sums). Three readings from the table:

• The February launch was 63.6% of everything sold so far. The fund took in $347.8 million in February and March together, then $58.5 million in April-June and $43.4 million in July-September, 25.7% less than the quarter before (our sums).
• After February, the money chose Class B. Class B carries a 1.25% management fee against 0.85% for Class A. Classes B1 and B3 took $163.3 million of the $163.5 million sold from March 2 (our sums); no 8-K shows a Class A, C or D sale after February 2 except Class E units issued on September 1, 2026. The filings do not say why; a likely reason is how intermediaries are paid (Class B1 carries a 0.50% servicing fee and up to 2.00% upfront fee), which is our reading, not a statement in the filings.
• The 10-Q total is $406.3 million of subscriptions through June 30, 2026, within $0.03 million of the five 8-Ks to June 1 ($406.2 million, our sum).

The October 1, 2026 sale will be reported in an 8-K in early November 2026; the most recent filing as of October 29, 2026 is the one filed on October 1.

The price by class: Class A and B are not comparable

Each class started at $25.00 on its own date, so the per-unit prices differ for reasons of timing and fee, not skill. Class A opened February 2, 2026; Class B opened March 2, 2026, after February's gain.

Class A1 gained 2.4% in March, 0.4% in April, 2.7% in May, 1.6% in June and about 1.0% in each of July and August (our arithmetic). Class B1 moved by almost the same percentages: 2.4%, 0.4%, 2.7%, 1.6%, 1.0% and 1.0%. The $1.26 gap between Class A1 ($28.59) and Class B1 ($27.33) at August 31 is 4.6% of the B1 price, and nearly all of it is the 4.4% Class A earned in February before Class B existed (our arithmetic). Class E rises faster because it bears no fees.

Compare the funds' own return figures, not prices. The 10-Q reports total return since each class first issued units of 12.08% (A1), 12.20% (A2), 12.32% (A3), 7.20% (B1) and 7.40% (B3) on the Transactional basis, not annualized. The GAAP financial highlights for the same classes give 6.40%, 8.40%, 10.36%, 2.28% and 5.96%. The difference is the accounting for servicing fees and advanced expenses described above. The filings also give a time-weighted GAAP return of 14.77% for the master fund from February 2 to June 30, 2026, before the feeder's own fees.

The June 30 class values from the 10-Q's unit counts and prices (our arithmetic): Class A1 $302.7 million (67.6% of Transactional NAV), Class B1 $122.4 million (27.3%), Class A2 $13.5 million, Class B3 $4.5 million, Class A3 $3.3 million, Class E $1.4 million. They add to $447.8 million, within rounding of $447.7 million.

What comes out before the NAV: fees by class

The 10-K sets one fee table for all twelve classes. Management fee and the performance allocation are inside the NAV; servicing fees are inside the NAV for the classes that pay them; the upfront subscription fee is paid outside it, to the intermediary.

The last two columns of fees are our arithmetic; the rates are the 10-K's and the 10-Q's. On a $100,000 position the recurring fees before any performance allocation are about $1,350 a year in Class A1, $850 in Class A3, $1,750 in Class B1 and $1,250 in Class B3 (our arithmetic on the NAV, not counting the upfront fee an adviser may charge).

The performance participation allocation is 15% of Total Return above a 5% annual hurdle, with a high water mark and a 100% catch-up. The 10-K defines Total Return as distributions plus the change in NAV “before giving effect to” the allocation and the servicing and subscription fees. What the formula does in a year with no loss to carry forward (our arithmetic): at 5% total return the allocation is zero; at 5.5% it takes 0.5 point (the catch-up zone); from about 5.9% upward it is 15% of the whole return, 1.2 points at 8% and 1.8 points at 12%. The fund accrued $7.4 million of it from February 2 to June 30, 2026, $3.6 million of it in the second quarter. It is measured by calendar year and accrued monthly, and Class E is exempt.

The Manager can take its management fee in cash or units, and the General Partner can take the allocation in units or in interests in lower entities. Units received that way can be repurchased at the Recipient's election and are outside the 5% cap and the early deduction. That is a priority exit for the manager that an ordinary holder does not have.

What it owns: Warburg Pincus funds, bought from Warburg Pincus

The fund invests through a Cayman master fund, WP Master Aggregator, which held $663.1 million of net assets at June 30, 2026, up from $557.0 million at March 31, 2026. The U.S. fund owned 68.22% of it and the Luxembourg fund, WP ACE Lux, 31.78%.

The 10-Q puts the look-through at over 190 portfolio companies. The only company it names is Allied Universal, a business services company, at about $49.4 million, 7.46% of master fund NAV. Three things to read in the notes:

• Related-party pricing. The 10-Q says affiliates of the General Partner and Manager transferred secondary investments of $330.9 million on February 2, 2026 and $71.8 million more by March 31, 2026, $402.7 million in all, 97.8% of the $411.8 million cost of the affiliated secondaries (our arithmetic). The 10-K says the first tranche was priced at a June 30, 2025 carrying value, purchases between April 1 and September 30, 2026 at a September 30, 2025 carrying value, “as adjusted for capital calls and distributions,” and that “Acquisitions occurring after September 30, 2026 will require approval of the Board.” These are disclosed terms, not a finding. But the affiliated secondaries gained $52.4 million in the five months to June 30, 2026, 12.7% above cost (our arithmetic), and the filings do not split that between the underlying funds' own marks and the older pricing basis.
• Direct investments are new and lightly tested. They cost $138.2 million, of which $93.9 million was bought in the second quarter, and are carried at $159.5 million, 15.5% above cost (our arithmetic). $84.8 million (53%) is valued at a “Recent Transaction Price”, $70.9 million on market multiples (trailing EBITDA multiple 12.0x-22.7x, weighted average 16.2x) and $3.8 million on a discounted cash flow at 18.7%.
• Unfunded commitments. $55.9 million to the affiliated secondaries and primary commitment plus $3.7 million to direct investments, $59.6 million, 9.0% of master fund net assets; the master fund held $36.1 million of cash (our arithmetic on the notes). The 10-K allows borrowing and an unsecured line of credit from Warburg Pincus or an affiliate to fund repurchases; the 10-Q reports no borrowing.

Getting out: a quarterly window, a cap and a 2-year deduction

The Repurchase Program offers to buy back up to 5% of aggregate Transactional NAV each quarter, measured at the prior quarter-end. The 10-K sets the mechanics:

The program started on April 1, 2026, and the 10-Q says “there were no repurchase requests during the three months ended June 30, 2026.” The cap has not been used. The 10-Q is blunt about what happens if it is: “There may be quarters in which the Fund does not repurchase Units, and it is possible that the Fund will not repurchase Units at all for an extended period.” The fund also “shall not be obligated to liquidate any of its portfolio investments in order to satisfy repurchase requests.”

For a holder, the practical numbers (our arithmetic). A $100,000 position in a Class B1 unit sold inside two years can be cut by up to $5,000 at the repurchase price. The deduction clock starts at the Subscription Date, the first business day of the month after the subscription is accepted, so the earliest Class A units (February 2, 2026) pass two years in February 2028. The September 30, 2026 Repurchase Date has passed and its result will be in the third-quarter 10-Q. The next is December 31, 2026, and counting ten Business Days back without weekends and the December 25 bank holiday puts the request cutoff at 5 p.m. Eastern on December 16, 2026. Confirm the exact cutoff and the form with the seller. For how other evergreen funds disclosed requests and proration, see our evergreen redemption comparison.

How it sits next to the other evergreen private equity funds

The dates differ because the figures come from those pages. WP ACE is the smallest and the youngest, and the only one whose assets come mainly from secondary stakes in the sponsor's own funds. A registered fund, iDirect Private Markets Fund, already holds Warburg Pincus fund interests at 19.9% of net assets at June 30, 2026 (per that page).

Tax: a Schedule K-1, a feeder for tax-exempt money

The fund is taxed as a partnership. The 10-K says the General Partner “will use reasonable efforts to distribute IRS Schedule K-1s” by March 31 each year, expects that WP ACE will not file its own return until after April 15, and tells unitholders to plan to extend theirs. Our K-1 due-date page and K-1 versus 1099 guide cover the mechanics. For IRAs and other tax-exempt money, the 10-K says the General Partner formed a feeder, Warburg Pincus Access Fund (TE), L.P., “intended to invest in WP ACE indirectly through one or more Non-U.S. Corporations,” to limit unrelated business taxable income, and warns that the feeder's corporations carry their own U.S. withholding tax. Whether that helps depends on your account; see our Form 990-T and UBTI guide. The fund does not expect to pay regular distributions, so a holder's return is the change in NAV.

What a reader can do with this

• If you hold Class A units: your NAV is $28.59 a unit at August 31, 2026 and your fee is the lowest of the investor classes. The up-to-5% deduction applies until two years from your Subscription Date. The risk to watch is not the fee but the first full-quarter repurchase data.
• If you hold Class B units: you pay 0.40 point a year more in management fee than Class A (1.25% against 0.85%) and your NAV per unit is lower mostly because you arrived a month later. Do not read the $1.26 gap as underperformance.
• If you are weighing a purchase: the filings give you nine months of history, two quarters of financial statements (March 31 and June 30, 2026) and no repurchase experience. Ask for the private placement memorandum, the class you would hold, the upfront fee your adviser will charge (up to 2.00% or 3.50% on some classes) and the minimum investment, none of which is in the SEC filings we read.
• If you want to see the exposure: 70% of the master fund is minority stakes in Warburg Pincus funds bought from affiliates, and the 10-Q does not break out sectors in text; its charts did not survive in the filing text we saved, so check the 10-Q page.
• What would change the picture: a repurchase window with requests above the cap, a borrowing to meet it, a Board approval of affiliate purchases after September 30, 2026, or a monthly NAV that falls.
• What to read next: the third-quarter 10-Q (mid-November 2026), the October 1 and November 1 sale 8-Ks and, in early 2027, the first 10-K with audited results.

FAQ

All figures are from SEC filings of Warburg Pincus Access Fund, L.P. (CIK 2082826) read on EDGAR on October 29, 2026: the Form 10-K for 2025 (accession 0001193125-26-029707, filed January 29, 2026), the Form 10-Qs for March 31, 2026 (accession 0001193125-26-227069) and June 30, 2026 (accession 0001193125-26-349293, filed August 13, 2026), and the Form 8-Ks reporting unit sales and NAV per unit (accessions 0001193125-26-041162, -26-140061, -26-206548, -26-256694, -26-296196, -26-330454, -26-376818 and -26-410608, filed February 6 to October 1, 2026). Dollar amounts are as filed; figures marked “our arithmetic” or “our sums” are ours. This is analysis of public documents, not investment, legal or tax advice.