Carlyle AlpInvest Private Markets SICAV Fund

Summary of Key Risk Factors

The following is a summary of the principal risks of investing in Carlyle AlpInvest Private Markets SICAV – UCI Part II ("CAPM") and is qualified in its entirety by the more detailed risk factors sections in the offering document. Capitalized terms not otherwise defined herein are as defined in the prospectus.

Prospective investors should be aware that an investment in CAPM involves a high degree of risk and is suitable only for those investors for whom an investment in CAPM does not represent a complete investment program, and who fully understand CAPM’s strategy, characteristics and risks, including the use of borrowings to leverage investments. An investment should only be considered by persons who can afford a loss of their entire investment. Investors should consult with their own tax and legal advisors about the implications of investing in CAPM. CAPM's shares are offered for purchase exclusively through, and subject to the terms of, its offering document. No assurance can be given that CAPM's investment objectives will be achieved or that investors will receive a return of their capital.

Risk of Loss; Illiquidity of Shares. CAPM is intended for long-term investment by investors who can accept the risks associated with making highly speculative, primarily illiquid investments in privately negotiated transactions. The possibility of partial or total loss of investment of CAPM exists, and prospective investors should not invest unless they can readily bear the consequences of such loss. Illiquidity will result from the absence of an established market for CAPM's investments, as well as from legal or contractual restrictions on the resale of CAPM's investments or on the resale of portfolio companies by any underlying funds. For example, there may be little or no near-term cash flow distributed by the underlying funds. Even if CAPM's investments prove successful, they are unlikely to produce a realized return to investors for a period of years.

Furthermore, the transferability of Shares is subject to certain restrictions as described in the prospectus. Investors will not have the right to redeem their Shares unless otherwise provided in the prospectus. Consequently, Shares should only be acquired by investors able to commit their funds for an indefinite period of time. Although AlpInvest currently expects that it will recommend to the board that CAPM offer to redeem Shares from Shareholders in accordance with the prospectus, no assurances can be given that CAPM will do so. Additionally, there is no guarantee that an investor will be able to sell all of the Shares in a redemption offer that the investor desires to sell. CAPM should therefore be considered to offer limited liquidity.

Potential Conflicts of Interest. There may be occasions when CAPM and its affiliates and its advisors will encounter potential conflicts of interest in connection with its activities including, without limitation, the allocation of investment opportunities and when deciding to outsource certain services required by CAPM. There can be no assurance that CAPM and its affiliates will identify or resolve all conflicts of interest in a manner that is favourable to CAPM.

Foreign Currency Risks. A significant portion of CAPM's investments (and the income and gains received by CAPM in respect of such investments) may be denominated in currencies other than United States Dollar (USD). However, the books of CAPM will be maintained, and contributions to and distributions from CAPM will generally be made, in USD. Accordingly, changes in foreign currency exchange rates and exchange controls may materially adversely affect the value of the investments and the other assets of CAPM.

Competition for Investments; Availability of Investments. The activity of identifying, completing and realizing upon attractive investments is highly competitive and involves a high degree of uncertainty. CAPM will be competing for investments with other private equity investors having similar investment objectives. In recent years, an increasing number of private equity funds have been formed (and many such existing funds have grown substantially in size), and additional funds with similar investment objectives may be formed in the future. It is possible that competition for appropriate investment opportunities may increase, thus reducing the number of investment opportunities available to CAPM and adversely affecting the terms upon which investments can be made. Some of these competitors may have more relevant experience, greater financial resources, a greater willingness to take on risk and more personnel than CAPM and their affiliates. Further, the availability of investment opportunities is often limited by market conditions as well as the prevailing regulatory or political climate. There can be no assurance that CAPM will be able to identify, structure, complete and realize upon investments that satisfy its investment objective, or that it will be able to invest fully its offering proceeds. Further, most sponsors of investments prioritize offering co-investment opportunities to their network of existing investors. As a result, if CAPM's strategy were to contract such that its commitments to primary investment funds were reduced in scope or in value, CAPM's access to appropriate co-investment opportunities may decrease and CAPM may not be able to execute investments that satisfy its investment objective.

No assurance can be given that the returns on CAPM's investments will be commensurate with the risk of investment in its Shares. Additionally, CAPM may sell certain of its investments at different times than similar investments are sold by other investment vehicles advised by AlpInvest, particularly if CAPM engages in significant repurchases of its Shares or if CAPM is forced to repay any borrowings at an inopportune time, which could negatively impact the performance of CAPM.

Reliance on Key Personnel. The success of CAPM's private markets investments will depend in substantial part on the diligence, skill, expertise and business contacts of, and the information and deal flow generated by, the investment professionals of AlpInvest. There can be no assurance that AlpInvest professionals will continue to be associated with each entity during the life of CAPM. The ability of CAPM to achieve its investment objective depends on the continued service of these individuals, who are not obligated to remain employed with AlpInvest or their affiliates. The market for experienced private markets investment professionals is highly competitive. If AlpInvest fail to adequately compensate their investment professionals, in light of such market conditions, one or more of such individuals could cease to work for them. The loss of one or more of AlpInvest's key individuals could have a material adverse effect on CAPM's ability to achieve its investment objective. Should one or more of these individuals cease to participate in the management of CAPM, its performance could be adversely affected.

If, due to extraordinary market conditions or other reasons, CAPM and/or other investments managed by AlpInvest or their affiliates were to incur substantial losses, the revenues of AlpInvest and their affiliates may decline substantially. Such losses may hamper AlpInvest and its affiliates’ ability to (i) retain employees and (ii) provide the same level of service to CAPM as they have in the past.

AlpInvest will have exclusive responsibility for CAPM’s activities and, other than as may be set forth in CAPM’s governing documents or other agreements, Shareholders will lack discretion to make investment decisions or any other decisions concerning the management of CAPM.

No Assurance of Investment Return. The performance of the Shares depends on the performance of the investments of CAPM, which may increase or decrease in value. The past performance of the Shares is not an assurance or guarantee of future performance. The value of the Shares at any time could be significantly lower than the initial investment and investors may lose a portion or even the entire amount originally invested. Investment objectives express an intended result only. The Shares do not include any element of capital protection and CAPM gives no assurance or guarantee to any investors as to the performance of the Shares. Depending on market conditions and a variety of other factors outside the control of CAPM, investment objectives may become more difficult or even impossible to achieve.

Financial Market Fluctuations and Deteriorating Current Market Conditions. The success of CAPM’s activities will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, including the advent of significant inflation, recession, economic uncertainty, changes in laws, trade barriers, currency exchange controls, and national and international political, environmental and socioeconomic circumstances. Instability in the securities markets will also likely increase the risks inherent in CAPM’s investments. There can be no assurance that such economic and market conditions will be favorable in respect of both the investment and disposition activities of CAPM.

Global financial markets in recent years have experienced periods of unprecedented turmoil and continue to experience substantial volatility, disruption, liquidity shortages and to some extent financial instability. Global financial markets have recently experienced considerable declines in the valuations of equity and debt securities and periodic acute contraction in the availability of credit. Volatile financial markets can expose CAPM to greater market and liquidity risk.

CAPM's investment strategy and the availability of opportunities satisfying CAPM's investment objective relies in part on the continuation of certain trends and conditions observed in the financial markets and in some cases the improvement of such conditions. Trends and historical events do not imply, forecast or predict future events and, in any event, past performance is not necessarily indicative of future results. There can be no assurance that the assumptions made or the beliefs and expectations currently held by AlpInvest will prove correct, and actual events and circumstances may vary significantly.

Indemnification of Fund Investments, Managers and Others. CAPM will agree to indemnify certain of its investments and their respective managers, officers, directors, and affiliates from any liability, damage, cost, or expense arising out of, among other things, acts or omissions undertaken in connection with the management of funds. If CAPM were required to make payments (or return distributions) in respect of any such indemnity, CAPM could be materially adversely affected. Indemnification of sellers of secondaries may be required as a condition to purchasing such securities.

Leverage; Borrowings. To the extent CAPM borrows money or otherwise leverages its investments, the favorable and unfavorable effects of price movements in Fund investments will be magnified. CAPM's willingness to use leverage, and the extent to which leverage is used at any time, will depend on many factors, including AlpInvest 's assessment of the yield curve environment, interest rate trends, market conditions and other factors. An investment with substantial leverage may be at risk of increases in interest rates and therefore increases in interest expenses. In the event any investment cannot generate adequate cash flow to meet debt service, CAPM may suffer a partial or total loss of capital invested in the investment. The use of leverage will also magnify the volatility of changes in the value of investments. Any gain in the value of assets in excess of the cost of the amount borrowed to acquire such assets would cause the borrower’s net asset value to increase more than if the assets had been bought without utilizing leverage. Conversely, any decline in the value of its assets to below the cost of the borrowing utilized to fund their purchase would cause the net asset value to decline more than would be the case if debt had not been used to purchase such assets. While the use of leverage may increase a borrower’s returns, it will also increase its exposure to risk.

CAPM may from time-to-time borrow funds or enter into other financing arrangements for various reasons, to pay operating expenses, including, without limitation, the management fee and incentive fee, to purchase portfolio securities, to fund repurchase of Shares, or for other portfolio management purposes. CAPM may be required to maintain minimum average balances in connection with borrowings or to pay a commitment or other fee to maintain a line of credit. Either of these requirements would increase the cost of borrowing over the stated interest rate. In addition, a lender may terminate or not renew any credit facility. If CAPM is unable to access additional credit, it may be forced to sell investments at inopportune times, which may further depress returns. CAPM may use leverage opportunistically and may choose to increase or decrease its leverage, or use different types or combinations of leveraging instruments, at any time based on CAPM's assessment of market conditions and the investment environment.

Valuation Matters. The value of Shares may be significantly affected by numerous factors, some of which are beyond CAPM's control and may not be directly related to CAPM's operating performance. These factors include changes in regulatory policies or tax guidelines, changes in earnings or variations in operating results, changes in the value of CAPM's investments, changes in accounting guidelines governing valuation of CAPM's investments, any shortfall in revenue or net income or any increase in losses from levels expected by investors, departure of AlpInvest or certain of its respective key personnel, and general economic trends and other external factors.

Notice to all prospective Investors. Neither marketing material on this website nor any copy of it may be taken or transmitted into any country where the distribution or dissemination is prohibited. Marketing material on this website is being furnished to you on a confidential basis and solely for your information and may not be reproduced, disclosed, or distributed to any other person. The information, tools and materials represented in marketing material on this website are provided to you for information purposes only and are not to be used or considered as an offer or the solicitation of an offer to sell or to buy or subscribe for securities or any other financial instruments. AlpInvest has not taken any steps to ensure that the securities referred to in marketing material on this website are suitable for any particular investor and will not treat recipients as its customers by virtue of their receiving marketing material on this website.

CAPM is distributed by AlpInvest Partners B.V.

Notice to prospective investors in the European Economic Area. In relation to each member state of the EEA (each a “Relevant State”) which has implemented the Alternative Investment Fund Managers Directive (Directive (2011/61/EU)) (the “AIFMD”), marketing material on this website may only be distributed and investment may only be offered or placed in a Relevant State to the extent that: (1) a Fund is permitted to be marketed to professional investors in the Relevant State in accordance with AIFMD (as implemented into the local law / regulation of the Relevant State); or (2) marketing material on this website may otherwise be lawfully distributed and the investment may otherwise be lawfully offered or placed in that Relevant State (including at the initiative of the investor).

Material on this website is a marketing communication. It is not a contractually binding document or offer. Please refer to the Prospectus of the Fund and do not base any final investment decision on this communication alone. The information contained on this website is aimed at professional clients within the meaning of Article 4.1(10) of the Markets in Financial Instruments Directive 2014/65/EU ("MiFID II") ("Professional Client"). This information does not constitute an offer or invitation to invest and no person resident in the European Economic Area (EEA) other than a Professional Client should act or rely on this information. This document is not intended for retail clients, any other individual (retail investor) or legal entity other than to professional clients within the meaning of MiFID II.

Please refer to the governing, constitutional, offering and/or subscription documents applicable to the fund/ product for clarity on compensation and the level of protection afforded to professional clients. In the EEA, marketing material on this website has been distributed by AlpInvest Partners B.V. AlpInvest Partners B.V. is not advising you on the merits of the funds or products it promotes. No representative of AlpInvest Partners B.V. is permitted to lead you to believe otherwise. You should take your own investment, tax and legal advice as you think fit. 

Notice to prospective investors in Monaco. Shares in the Fund may not be offered or sold, directly or indirectly, to investors in Monaco other than by a duly authorized intermediary. Such intermediaries being banks and financial activities companies duly licensed by the “Commission de Contrôle des Activités Financières” (CCAF) by virtue of Law n°1.338 of September 7th, 2007 and authorised under Law n° 1.144 of July 26th, 1991.

In addition, the Shares in the Fund may be offered or sold to: i) institutional investors (pension funds, the government, the sovereign fund, the Prince's Foundation, banks, CCAF regulated entities and insurance companies); ii) investors who have raised enquiries of their own initiative (on cross border and reverse solicitation basis); and iii) existing clients of relevant entities (on a cross-border basis). The distribution of marketing material on this website is restricted accordingly. 
By accepting marketing material on this website, recipients warrant that they are fluent in English and expressly waive the possibility of a French translation of marketing material on this website. Les destinataires du présent document reconnaissent être à même d’en prendre connaissance en langue anglaise et renoncent expressément à une traduction française. 

Notice to prospective investors in Switzerland. Switzerland – General Information. Marketing material on this website does not constitute a prospectus pursuant to the Collective Investment Schemes Act dated 23 June 2006 as amended (the "CISA") or the Financial Services Act dated 15 June 2018 as amended (the "FinSA") and may not comply with the information standards required thereunder. The Shares in the Fund will not be listed on the SIX Swiss Exchange or another Swiss Exchange and consequently the information presented in marketing material on this website does not necessarily comply with the standards set out in the relevant listing rules.

The documentation of the Fund has not been approved by the Swiss Financial Market Supervisory Authority ("FINMA") for distribution to non-qualified investors. The Fund only can be offered to Institutional and Professional Investors within the meaning of Art. 4 (3)-(5) FINSA, as well as HNWI, private investment structures created for them with opting-out as defined in Article 5 Paragraph 1 FinSA and retail investors within the meaning of Art. 103ter CISA (Qualified Investors). Investors do not benefit from supervision by FINMA. An investment in the Fund is therefore only available to, and any advertising is only directed at, institutional and professional clients according to FINSA and retail investors within the meaning of Art. 103ter CISA. Therefore, an investment in the Fund may carry higher levels of risk. Marketing material on this website may only be used by those persons to whom it has been delivered in connection with the shares of the Fund and may neither be copied, directly/indirectly distributed, nor made available to other persons. Marketing material on this website does not constitute investment advice. 

The Representative in Switzerland is:

Société Générale Paris, Zürich Branch 
Talacker 50 
P.O. Box 5070 
CH-8021 Zürich, Switzerland

The Paying Agent in Switzerland is:

Société Générale Paris, Zürich Branch 
Talacker 50 
P.O. Box 5070 
CH-8021 Zürich, Switzerland

Notice to residents in the United Kingdom. The Fund is an unregulated collective investment scheme as defined in the Financial Services and Markets Act 2000 of the United Kingdom ("FSMA 2000"). The Fund has not been authorized, or otherwise recognized or approved by the UK Financial Conduct Authority ("FCA") and, as an unregulated scheme, it accordingly cannot be promoted in the United Kingdom ("UK") to the general public.

In the UK, the contents of marketing material on this website have not been approved by an authorized person within the meaning of section 21 of FSMA 2000. Approval is required unless an exemption applies under section 21 of FSMA 2000. Reliance on marketing material on this website for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all the property or other assets invested. Marketing material on this website will only be communicated to persons to whom a financial promotion can be made lawfully by an unauthorized person (without prior approval of an authorized person) pursuant to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "FPO") and then, if made by an authorized person, only where it can also be made under the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (as amended) (the "PCISO"). It will therefore only be communicated to:

a) persons believed on reasonable grounds to fall within one of the categories of "investment professionals" as defined in Article 19(5) of the FPO and Article 14 PCISO; 
b) persons believed on reasonable grounds to be "high net worth companies, unincorporated associations etc" within the meaning of Article 49 of the FPO and Article 22 PCISO; and 
c) persons to whom marketing material on this website may otherwise lawfully be provided in accordance with FSMA 2000, and the FPO (as amended). 

Any person who is in any doubt about the investment to which marketing material on this website relates should consult an authorized person specialized in advising on investments of the kind in question. Transmission of marketing material on this website to any other person in the UK is unauthorized and may contravene FSMA 2000.

AlpInvest Partners B.V. ("AlpInvest") will manage the global distribution of this offering in respect of the Fund (registered name: Carlyle AlpInvest Private Markets SICAV – UCI Part II; incorporated in Luxembourg; RCS Number B286619; registered office: 3, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg.