Carlyle Private Equity Partners Fund SICAV

Summary of Key Risk Factors

The following is a summary of the principal risks of investing in Carlyle Private Equity Partners – EU, a sub-fund of Carlyle Private Markets S.A. SICAV-UCI Part II or any of its feeder vehicles, parallel vehicles, alternative investment vehicles and co-invest vehicles, as applicable (collectively, the "Fund") 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 the Fund involves a high degree of risk and is suitable only for those investors for whom an investment in the Fund does not represent a complete investment program, and who fully understand the Fund'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 the Fund. The Shares are offered for purchase exclusively through, and subject to the terms of, its offering document. No assurance can be given that the Fund's investment objectives will be achieved or that investors will receive a return of their capital.

Illiquid and Long-Term Investments. Most of the Fund’s Investments will be highly illiquid, and there can be no assurance that the Fund will be able to realize a return on any Investment at any given time. Although the Fund’s Investments may generate current income, the return of capital and the realization of gains, if any, from an Investment will generally occur only upon the partial or complete disposition or refinancing of an Investment. While an Investment may be sold at any time, it is generally expected that this will not occur for a number of years after the investment is made. It is unlikely that there will be a public market for the securities held by the Fund at the time of their acquisition. The Fund will generally not be able to sell Investments publicly unless their sale is registered under applicable securities laws, or unless an exemption from such registration requirements is available. In addition, in some cases the Fund may be prohibited by contract or legal or regulatory reasons from selling certain Investments for a period of time. To the extent that there is no liquid trading market for an Investment, the Fund may be unable to liquidate that Investment or may be unable to do so at a profit. There can be no assurances that private purchasers of the Fund’s Investments will be found. Moreover, if it is determined that the Fund will dissolve, the Fund may make investments which may not be advantageously disposed of prior to the date that the Fund will be dissolved.

Lack of Liquidity of Shares; Redemption Program. There is no current public trading market for the Fund Shares, nor is any such market expected to develop. Therefore, the redemption of Fund Shares by the Fund is likely to be the only way to dispose of Fund Shares. As set out in further detail in the Fund Supplement and subject to the terms set out therein, the Fund will accept applications for redemptions on a quarterly basis, up to 3% of NAV of the Fund as at the relevant Redemption Day. Unless waived by the Board of Directors, a redemption fee will apply for redemptions of certain Fund Shares for the first two years after issuance and for certain Fund Shares at all times.

Redemptions during the Soft Lock Period will, save as otherwise provided for in the Fund Supplement, be subject to an Early Redemption Fee for the benefit of the Fund and therefore indirectly the other Shareholders.

Potential Conflicts of Interest. There may be occasions when the Fund 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 the Fund. There can be no assurance that the Fund and its affiliates will identify or resolve all conflicts of interest in a manner that is favourable to the Fund.

Currency and Exchange Rate Risks. A portion of the Fund’s Investments, and the income received by the Fund with respect to such Investments, may be denominated primarily in currencies other than U.S. dollars. However, the books of the Fund will be maintained, and subscriptions to, distributions and redemption proceeds from the Fund generally will be made, in U.S. dollars. Accordingly, changes in currency exchange rates, costs of conversion and exchange control regulations may materially adversely affect the U.S. dollar value of investments, interest and dividends received by the Fund, gains and losses realized on the sale of investments and the amount of distributions, if any, to be made by the Fund. While the Fund may enter into hedging transactions (including through the Master Fund or any Intermediate Entity) designed to reduce such currency risks, there can be no assurance that any such transactions would achieve their intended results. Further, such hedging transactions could result in diminished returns (or increased losses on capital) to the extent overall returns are less than the Fund’s, Master Fund's or Intermediate Entity's costs or losses associated with such hedging transactions.

The Fund may also experience gains attributable solely, or in large part, to favorable movements in exchange rates as of any date of valuation or realization of an investment, even despite relatively adverse performance of the relevant Portfolio Company. Any capital outlays or guarantees in respect of hedging transactions are treated as expenses of the Fund for purposes and are not taken into account for purposes of the investment diversification limit set in the Fund's supplement.

Highly Competitive Market for Investment Opportunities. The activity of identifying, managing, monitoring, completing and realizing attractive private equity investments is highly competitive and involves a high degree of uncertainty. The availability of investment opportunities generally will be subject to market conditions. In particular, in light of changes in such conditions, including changes in long-term interest rates, certain types of investment opportunities may not be available to Carlyle on terms that are as attractive as the terms on which opportunities were available to previous investment programs sponsored by Carlyle.

Role of Carlyle and its Professionals. The success of the Fund depends in substantial part on the skill and expertise of the Carlyle professionals. There can be no assurance that the Carlyle professionals will continue to be employed by Carlyle throughout the life of the Fund. The loss of Carlyle professionals could have a material adverse effect on the Fund. The AIFM and the Portfolio Manager will have the sole responsibility over the management and conduct of the business of the Fund’s investment activities, and, other than as may be set forth herein, the investors in the Fund are placing their entire investment in the discretion of, and are dependent upon the skill and experience of, the Portfolio Manager.

No Assurance of Investment Return. An investment in the Fund guarantees no certainty of return. Carlyle cannot provide any assurance whatsoever that it will be able to choose, make and realize investments in any particular company or portfolio of companies. There can be no assurance that the Fund will be able to generate returns for its investors or that the returns will be commensurate with the risks of investing in the type of companies and transactions described herein. There can be no assurances that any Shareholder will receive a return of its capital or any distribution from the Fund or be able to redeem its Shares within a specific period of time. An investment in the Fund involves a risk of partial or total loss of capital and should only be considered by potential investors with high tolerance for risk.

General Economic Market Conditions. The success of the Fund’s activities will be affected by the continued economic volatility as well as general economic and market conditions, such as changes in interest rates, availability and cost of credit, credit defaults, inflation rates, national and international political circumstances (including government contract terminations or funding pauses, government agency closures, government shutdowns, wars, terrorist acts, or security operations), geopolitical tensions and instability, social unrest, the effects of climate change, changes in applicable laws and regulations (including laws relating to taxation of the Fund’s Investments), disease, pandemics or other severe public health events, trade barriers, tariffs, consumer spending patterns, currency exchange controls, continued technology disruption, tax reform or other significant policy changes as well as national and international political, environmental and socioeconomic circumstances.

Indemnification. Carlyle Private Markets S.A. SICAV-UCI Part II (the "Umbrella Fund") will be required to indemnify the Directors and officers of the Umbrella Fund, the AIFM, the Portfolio Manager, any of their respective affiliates and their respective members, Shareholders, stockholders, unitholders and partners (in each case in their respective capacities as such), officers, directors, employees, Carlyle operating executives, senior advisors and similar consultants, agents, stockholders, Shareholders and any other person who serves at the specific request of the AIFM or the Portfolio Manager on behalf of the Fund as a member, partner, officer, director, senior advisor, operating executive, similar consultant, employee or agent of the Umbrella Fund or any other entity (in each case, an “Indemnitee”) for liabilities incurred in connection with the affairs of the Umbrella Fund. Such liabilities may be material and have an adverse effect on the Shareholders. For example, in their capacity as directors of Portfolio Companies the partners, managers, senior advisors and others appointed by Carlyle or affiliates of the AIFM may be subject to derivative or other similar claims brought by security holders of such companies.

Leverage; Borrowings. To the extent the Fund borrows money or otherwise leverages its investments, the favorable and unfavorable effects of price movements in Fund investments will be magnified. The Fund's willingness to use leverage, and the extent to which leverage is used at any time, will depend on many factors, including Carlyle'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, the Fund 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.

The Fund 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. The Fund 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 the Fund is unable to access additional credit, it may be forced to sell investments at inopportune times, which may further depress returns. The Fund 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 the Fund's assessment of market conditions and the investment environment.

Valuation of Fund Shares and Investments. Because there is significant uncertainty as to the valuation of illiquid Investments, the values of such investments may not necessarily reflect the values that could actually be realized by the Fund. Under certain conditions, the Fund may be forced to sell investments at lower prices than it had expected to realise or defer, potentially for a considerable period of time, sales that it had planned to make, including to the extent Other Carlyle Accounts determine to exit a particular investment. In addition, under limited circumstances, the AIFM may not have access to all material information relevant to a valuation analysis with respect to an Investment. Further, the AIFM depends on financial information provided by third parties in order to value Investments and such financial information may be unreliable. As a result, the valuation of the Fund’s Investments, and as a result the valuation of the Shares themselves, may be based on imperfect information and is subject to inherent uncertainties.

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. Carlyle 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.

The Fund is distributed by Carlyle Investment Management L.L.C.

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 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 Carlyle Investment Management L.L.C. Carlyle Investment Management L.L.C. is not advising you on the merits of the funds or products it promotes. No representative of Carlyle Investment Management L.L.C.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 Hong Kong. The contents of the marketing material on this website have not been reviewed or approved by any regulatory authority in Hong Kong. The marketing material on this website 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, the 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 marketing material on this website 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 marketing material on this website 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 marketing material on this website is issued may issue, circulate or distribute the marketing material on this website in Hong Kong or make or give a copy of the marketing material on this website 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 marketing material on this website, you should obtain independent professional advice.

Notice to prospective investors in Switzerland. Switzerland – General Information. The 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 the 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. The 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. The 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

Switzerland – location where the relevant documents may be obtained

The Prospectus, the Articles of Association as well as the annual reports and other shareholder reports may be obtained free of charge from the Swiss representative.

Switzerland – payment of retrocessions and rebates

The Fund and its agents do not currently pay any retrocessions to third parties as remuneration for distribution activity in respect of Shares in or from Switzerland. The Fund and its agents may, upon request, pay rebates or their equivalent directly to investors. The purpose of rebates is to reduce the fees or costs incurred by the investor in question.

Rebates are permitted provided that:

1. They are paid from fees received by the Fund and therefore do not represent an additional charge on the Fund assets;
2. They are granted on the basis of objective criteria; and
3. All investors who meet these objective criteria and demand rebates are also granted these within the same timeframe and to the same extent.

The objective criteria for the granting of rebates are as follows:

1. The size of the investor's commitment to the Fund; or
2. Investing by first close.

For additional information please refer to the sections titled section 4 (Summary of Key Terms – Fees and Expenses) and section 9 (Fees and Expenses) in the Prospectus. At the request of the investor, the Fund must disclose the amounts of such rebates free of charge.

Switzerland – place of performance and jurisdiction

In respect of the Shares offered in Switzerland, the place of performance is the registered office of the representative. The place of jurisdiction is at the registered office of the representative or at the registered office or place of residence of the investor.

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 the 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 the 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. The 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 to whom the 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 the 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.

Carlyle Investment Management L.L.C. will manage the global distribution of the offering of Carlyle Private Equity Partners - EU in accordance with the terms of the amended and restated placement agreement between the AIFM and CIM in respect of the relevant Sub-Fund (registered name: Carlyle Private Markets S.A. SICAV-UCI Part II; incorporated in Luxembourg; RCS number: B274623; registered office: 9, rue de Bitbourg, L-1273, Luxembourg, Grand Duchy of Luxembourg).

Notice to residents in Singapore. The Prospectus and any other material in connection with the offer or sale (including the marketing material on this website) is not a prospectus as defined in the Securities and Futures Act 2001 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, the Prospectus and any other document or material in connection with the offer or sale (including the marketing material on this website), 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 as follows:

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(1A) of the SFA;
2. Where no consideration is or will be given for the transfer;
3. Where the transfer is by operation of law;
4. As specified in section 305A(5) of the SFA; or
5. As specified in regulation 36A of the Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations 2005 of Singapore.