Carlyle AlpInvest Private Markets Secondaries

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 acting in respect of its subfund: Carlyle AlpInvest Private Market Secondaries (“CAPS SICAV” or the “Fund”) and is qualified in its entirety by the more detailed risk factors sections in the Prospectus, once available, and the risks set forth in the key information document of the relevant share class.

Prospective investors should be aware that an investment in the Fund involves a high degree of risk, and it is suitable only for those investors who have the financial sophistication and expertise to evaluate the merits and risks of an investment in the Fund and for which the Fund does not represent a complete investment program. An investment in the Fund should only be considered by persons who can afford a loss of their entire investment. Prospective investors are urged to consult with their own financial, tax, and legal advisors about the implications of investing in the Fund. The following is a summary of only certain considerations and is qualified in its entirety by the Fund’s offering materials, which may contain additional information about associated risks pertaining to an investment in the Fund.

Speculative Investment. AlpInvest Partners BV (“AlpInvest”, the AIFMD manager of the Fund) cannot provide any assurance that it will be able to choose, make or realize any particular investment, asset, or portfolio on behalf of the Fund. There can be no assurance that investments made by the Fund will be able to generate returns or that the returns will be commensurate with the risks of investing in the type of transactions described herein. The activity of identifying, completing and realizing upon attractive investments is highly competitive and involves a high degree of uncertainty. The Fund must compete for investments with other private equity investors having similar investment objectives. The portfolio companies in which the Fund may invest (directly or indirectly) are speculative investments and will be subject to significant business and financial risks.

Highly Illiquid and Difficult to Value. The Fund is intended for long-term investment by investors that can accept the risks associated with making highly speculative, primarily illiquid investments in privately negotiated transactions. There is no organized secondary market for investors’ interests in the Fund nor is there an organized market for which to sell the Fund’s underlying investments, and none is expected to develop. Withdrawal and transfer of interests in the Fund are subject to various restrictions, and similar restrictions will apply in respect of the Fund’s underlying investments. Further, the valuation of the Fund’s investments will be difficult, may be based on imperfect information and is subject to inherent uncertainties, and the resulting values may differ from values that would have been determined had a ready market existed for such investments, from values placed on such investments by other investors and from prices at which such investments may ultimately be sold.

Potential Conflicts of Interest. AlpInvest and/or its affiliates will be permitted to market, organize, sponsor, act as general partner or as the primary source for transactions for other pooled investment vehicles and other accounts, which may be offered on a public or private placement basis, and to engage in other investment and business activities. Some of these funds and accounts will have investment strategies that overlap with the investment strategies of the Fund. Such activities may raise conflicts of interest for which the resolution may not be currently determinable.

Borrowed Money and Other Leverage. To the extent the Fund borrows money or otherwise leverages its investments, the favorable and unfavorable effects of price movements in the Fund’s investments will be magnified. The Fund investment with substantial leverage may be at risk of increases in interest rates and therefore increases in interest expenses. In the event any Fund investment cannot generate adequate cash flow to meet debt service, the Fund may suffer a partial or total loss of capital invested in a Fund investment. The use of leverage will also magnify the volatility of changes in the value of the Fund’s investments. While the use of leverage may increase a borrower’s returns, it will also increase its exposure to risk. If the Fund uses borrowed funds in advance or in lieu of capital contributions, the Fund’s investors generally make correspondingly later capital contributions, but the Fund will bear the interest expense on such borrowed funds. Borrowing by the Fund will generally be secured by the Fund’s assets, and documentation relating to such borrowing may provide that during the continuance of a default under such borrowing, the interests of the investors may be subordinated to such Fund-level borrowing.

Investors in the Fund will bear multiple layers of fees and expenses. In general, the Fund’s investors will bear the fees, management and incentive fees of the Fund and will indirectly bear any fees, expenses, management and performance fees or carried interest (if any) of the Fund’s investments. Such amounts are expected to be material. This will result in greater expense to the Fund’s investors than if such fees, expenses and carried interest were not charged by both the Fund and its underlying investments.

No Operating or Investment History. The Fund will be a newly formed sub-fund that has no operating history upon which investors can evaluate its likely performance.

Complex Tax and Regulatory Risks. The Fund and the Fund’s investments may involve complicated tax structures and there may be delays in distributing important tax information to investors. In addition, legal, tax and regulatory changes (including changing enforcement priorities, changing interpretations of legal and regulatory precedents or varying applications of laws and regulations to particular facts and circumstances) could occur during the term of the Fund that may adversely affect any of such Fund or its investors.

Currency Risks. The Fund’s base currency may be one that is different from an investor’s home currency. Accordingly, changes in currency exchange rates, costs of conversion and exchange control regulations can adversely affect an investor’s investment in the Fund, including the investor’s cost of investing in the Fund.

Highly Competitive Market. The activity of identifying, completing and realizing upon attractive investments is highly competitive and involves a high degree of uncertainty. The Fund will be competing for investments with other investors having similar investment objectives. It is possible that competition for appropriate investment opportunities may increase, thus reducing the number of investment opportunities available to the Fund and adversely affecting the terms upon which investments can be made.

Reliance on AlpInvest. Potential investors must rely upon the ability of AlpInvest to identify and make investments consistent with the Fund’s investment objective and policies. The Fund may be unable to find a sufficient number of attractive opportunities to invest its offering proceeds or meet its investment objective. Further, there can be no assurance that what is perceived by AlpInvest as an attractive investment opportunity will not, in fact, result in substantial losses due to one or more of a wide variety of factors.

Projections. The Fund will from time to time rely upon projections, forecasts or estimates developed by the Fund or an underlying fund or a portfolio company in which the Fund is invested or is considering making an investment, concerning such underlying fund’s or portfolio company’s future performance and cash flow. Projections, forecasts and estimates are forward-looking statements and are based upon certain assumptions. Actual events are difficult to predict and beyond the Fund’s control. Actual events may differ from those assumed. Some important factors that could cause actual results to differ materially from those in any forward-looking statements include changes in interest rates and domestic and foreign business, market, financial or legal conditions, among others. Accordingly, there can be no assurance that estimated returns or projections can be realized or that actual returns or results for the Fund or its investments will not be materially lower than those estimated or targeted therein.

Financial Market Fluctuations and Deteriorating Current Market Conditions. The success of the Fund’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 (including laws relating to taxation of the Fund’s investments), trade barriers, currency exchange controls, and national and international political, environmental and socioeconomic circumstances (including Russia’s invasion of Ukraine and other conflicts, geopolitical tensions, terrorist acts or security operations and actual or threatened epidemics or pandemics). Instability in the securities markets will also likely increase the risks inherent in the Fund’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 the Fund.

Recourse to Assets of the Fund. The assets of the Fund, including its investments and any capital held thereunder, may be available to satisfy all liabilities and other obligations of the Fund. If the Fund becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the Fund’s assets generally and not limited to any particular asset. Accordingly, a shareholder may find its interest in the Fund’s assets adversely affected by a liability arising out of a single investment, even if such shareholder did not participate in such investment.

Valuation. There is no established market for private equity partnership interests or for the privately-held portfolio companies of private equity sponsors, and there may not be any comparable companies for which public market valuations exist. As a result, the valuation of Fund investments will be difficult, may be based on imperfect information and is subject to inherent uncertainties, and the resulting values may differ from values that would have been determined had a ready market existed for such investments, from values placed on such investments by other investors and from prices at which such investments may ultimately be realized. Furthermore, no assurances can be given regarding the valuation methodology or the sufficiency of systems utilized by the Fund, the accuracy of the valuations provided by Fund investments, that the investments will comply with their own internal policies or procedures for keeping records or making valuations, or that an Investment’s policies and procedures and systems will not change without notice to the Fund. The uncertainty of valuations could limit the ability of shareholders to gauge the Fund’s ongoing performance. Additionally, AlpInvest may face a conflict of interest in valuing the Fund’s investments, as the net asset value of the Fund will affect AlpInvest's compensation.

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.

CAPS 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 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 Australia. Marketing material on this website is directed only to persons who qualify as "wholesale clients" within the meaning of section 761G of the Corporations Act 2001 (Cth) ("Corporations Act").

If the Shares are to be on-sold or transferred to investors in Australia without a disclosure document, within 12 months of the issue of the Shares, the Shares may only be on-sold or transferred to persons in Australia who are 'wholesale clients' under section 761G of the Corporations Act ("Wholesale Client"). Each recipient of marketing material on this website warrants that it is a Wholesale Client.

Marketing material on this website is not a disclosure document for the purposes of the Corporations Act. Marketing material on this website has not been, and will not be, reviewed by, nor lodged with, the Australian Securities & Investments Commission and does not contain all the information that a disclosure document is required to contain. The distribution of marketing material on this website in Australia has not been authorised by any regulatory authority in Australia.

Marketing material on this website is provided for information purposes only and does not constitute the provision of any financial product advice or recommendation and it does not take into account the investment objectives, financial situation and particular needs of any person and neither the Fund, nor any other person referred to in marketing material on this website, is licensed to provide financial product advice in Australia. You should read marketing material on this website carefully and consider whether the investment is suitable for you, having regard to your investment objectives, financial situation and particular needs. There is no cooling-off regime that applies in relation to the acquisition of Shares in Australia.

The Fund is not registered as a scheme or as a foreign company in Australia, nor is the AIFM.

Notice to prospective investors in Germany. The content of marketing material on this website and the Prospectus (including any Sub-Fund Supplements) has not been verified by the German Federal Financial Supervisory Authority (Bundesanstalt Für Finanzdienstleistungsaufsicht, ("BAFIN")). The Shares may only be marketed or acquired within Germany in accordance with the German Capital Investment Act (Kapitalanlagegesetzbuch, ("KAGB")) and any laws and regulations applicable in Germany governing the issue, offering, marketing and sale of the Shares.

The Shares are permitted to be marketed in Germany only to “professional investors” and “semiprofessional investors” as defined in the KAGB and the AIFM Directive. The Shares must not be marketed in Germany, neither directly nor indirectly, to German private investors as defined in the KAGB.

Prospective German investors are strongly advised to consider possible tax consequences of an investment in the fund and should consult their own tax advisors in that respect.

Notwithstanding the references to any compartment or fund vehicle other than Carlyle AlpInvest Private Markets Secondaries in the marketing material on this website and the Prospectus, no interest other than the Shares are being offered hereby to prospective German investors. To the extent that the Prospectus provides information on compartments or fund vehicles other than Carlyle AlpInvest Private Markets Secondaries, such information is for investor disclosure purposes only. The interests in any such compartment or other fund vehicle must not be marketed in Germany within the meaning of § 293 para. 1 KAGB.

Notice to prospective investors in Hong Kong. The contents of marketing material on this website have not been reviewed or approved by any regulatory authority in Hong Kong. Marketing material on the website and the Prospectus does not constitute an offer or invitation to the public in Hong Kong to acquire Shares. Accordingly, unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for the purposes of issue, marketing material on this website or any advertisement, invitation or document relating to shares in the Fund, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong other than in relation to shares in the fund which are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" (as such term is defined in the securities and futures ordinance of Hong Kong (cap. 571) (the "SFO") and the subsidiary legislation made thereunder) or in circumstances which do not result in the Prospectus being a "Prospectus" as defined in the companies ordinances of Hong Kong (cap. 32) (the "CO") or which do not constitute an offer or an invitation to the public for the purposes of the SFO or the CO. The offer of Shares in the Fund is personal to the person to whom the Prospectus has been delivered by or on behalf of the Fund, and a subscription for Shares in the Fund will only be accepted from such person. No person to whom a copy of the Prospectus is issued may issue, circulate or distribute the prospectus or marketing material contained on this website in Hong Kong or make or give a copy of the prospectus or said material to any other person. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of the Prospectus, you should obtain independent professional advice.

Notice to prospective investors in Italy. The marketing material on this website, the Prospectus and the offer of the Shares of the Fund is addressed to professional investors as defined in the Italian Consolidated Law on Finance no. 58 of February 24, 1998, as amended from time to time (the “FCA”) and in the regulations of the commissione nazionale per le società e la borsa ("CONSOB") issued pursuant to it, in accordance with the framework of Directive 2014/65/EU of 15 May, 2014 on Markets and Financial Instruments and Regulation (EU) No 600/2014 of 15 May, 2014 on Markets and Financial Instruments. In addition to professional investors, the Shares of the Fund may be offered to the following categories of investors (collectively, “Italian Qualifying Investors”):

1. Investors who subscribe or purchase Shares of the Fund for an initial, not fractionable amount of 500,000 Euro;
2. Entities authorized to provide portfolio management services who, in execution of their investment mandate, subscribe or purchase shares of the Fund for an initial amount of not less than 100,000 Euro on behalf of a retail investor; and
3. Investors who subscribe or purchase Shares of the Fund for an initial, not fractionable amount of 100,000 Euro, provided that the following two conditions jointly apply: (i) the investor’s commitments in alternative investment funds reserved to professional investors do not exceed the 10% of the aggregate investor’s financial portfolio; and (ii) the investor is making the commitment on the basis of the investment advice received from an entity duly licensed to provide such services. The addressee acknowledges and confirms the above and hereby agrees not to circulate marketing material in Italy unless expressly permitted by, and in compliance with, applicable law.

In addition, any investor will be required to agree and represent that any on-sale or offer of any Share by such investor (in accordance with the Fund’s documents) shall be made in compliance with all applicable laws and regulations.

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 the Netherlands. In the Netherlands, Shares in the Fund are only offered, sold, transferred or delivered to investors for a countervalue of at least EUR 100,000, this amount provided at once.

Notice to prospective investors in Singapore. The Prospectus and any other material in connection with the offer or sale is not a prospectus as defined in the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"). Accordingly, statutory liability under the SFA in relation to the content of Prospectuses would not apply. You should consider carefully whether the investment is suitable for you.

The Prospectus has not been and will not be registered as a Prospectus with the Monetary Authority of Singapore (the "MAS") and this offering is not regulated by any financial supervisory authority pursuant to any legislation in Singapore. The Fund is not authorized or recognized by the MAS and Shares are not allowed to be offered to the retail public. Accordingly, marketing material on this website and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the Shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under section 4A of the SFA; (ii) to a relevant person under section 305(1) of the SFA; (iii) to any person pursuant to an offer referred to in section 305(2) of the SFA; or (iv) otherwise pursuant to, and in accordance with the conditions of any other applicable provision of the SFA.

Certain resale restrictions apply to the offer and investors are advised to acquaint themselves with such restrictions.

Where the Shares are subscribed or purchased under section 305 of the SFA by a relevant person which is:

1. A corporation (which is not an accredited investor (as defined in section 4a of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
2. A trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor.

Shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six (6) months after that corporation or that trust has acquired the shares pursuant to an offer made under section 305 except:

1. To an institutional investor or to a relevant person defined in section 305(5) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than USD 200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in section 275 of the SFA;
2. Where no consideration is or will be given for the transfer; or
3. Where the transfer is by operation of law.

Notice to prospective investors in Switzerland. 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:

1. 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;
2. 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
3. persons who are "certified sophisticated investors" as described in Article 50 of the FPO and Article 23 PCISO, namely persons who hold a current certificate and who have signed a statement in the form prescribed by the FPO not more than twelve (12) months prior to the date of this document;
4. a person who is a "self-certified sophisticated investor" as described in Article 50A of the FPO and Article 23A PCISO, namely a person who has completed and signed a statement in the form prescribed by the FPO and PCISO not more than twelve (12) months prior to the date of this document and whose completion of that statement indicates that they satisfy the conditions set out in the statement to be classified as a self-certified sophisticated investor;
5. a person who is a "high net worth individual" as defined in Article 48 FPO and Article 21 PCISO, namely a person who has completed and signed not more than twelve (12) months prior to the date of this document, a statement complying with the requirements of Part 1 of Schedule 5 to FPO and Part 1 of the Schedule to PCISO and whose completion of the statement indicates that they satisfy the conditions set out in the statement to be classified as a high net worth individual;
6. persons to whom this document may otherwise lawfully be provided in accordance with FSMA 2000, and the FPO (as amended); and
7. if communicated by a firm authorized by the FCA, to persons who fall within the exemptions set out in Rule 4.12B.7R(5) of the FCA Conduct of Business Sourcebook ("FCA COB").

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.

The AIFM will manage the global distribution of this offering in respect of the Fund (registered name: Carlyle AlpInvest Private Markets Secondaries; incorporated in Luxembourg; registered office: [3, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg].