Private company
AlpInvest US Holdings, LLC
Limited liability company registered in the United States, active since 2014. Summary from the record
Last updated Oct 21, 2026.
Overview
- HeadquartersWILMINGTON, New Castle, United States2
- Legal formLimited Liability Company2
- LEI54930003WSHQPXPQW8572
- StatusActive2
- LEI statusIssued and current2
- Registered addressCorporation Trust Center, Orange St 1209, 19801 WILMINGTON, New Castle, United States2
- Registered withDivision of Corporations, Department of State, 55252612
Corporate structure
AlpInvest US Holdings, LLC is part of a group headed by Tc Group, L.L.C.. 42 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of AlpInvest US Holdings, LLC
- Carlyle Holdings I, L.P. Owns 50% to 75% of Cg Subsidiary, since 01/2020 (Form ADV)
- Carlyle Holdings I Gp Sub L.L.C. Owns control (general partner, trustee or manager) of Carlyle, since 11/2011 (Form ADV)
- Carlyle Holdings I Gp Inc. Owns 75% or more of Carlyle, since 11/2011 (Form ADV)
- Carlyle Holdings II L.L.C. Owns 25% to 50% of Cg Subsidiary, since 01/2020 (Form ADV)
- Carlyle Holdings II Gp L.L.C. Owns 75% or more of Carlyle, since 11/2011 (Form ADV)
- Tc Group, L.L.C.
- Carlyle Investment Management LLC DE
- AlpInvest US Holdings, LLC WILMINGTON, New Castle, Delaware, United States
- Carlyle Credit Solutions, Inc. Stake · New York, New York
- ACP 2025 Puma I, L.P Fund · Delaware Wilmington, Delaware, United States
- ACP 2026 Advantage I, L.P. Fund · Delaware Wilmington, Delaware, United States
- ACP 2026 Advantage II, L.P. Fund · Delaware, Delaware, United States
- ACP 2026 Kilo II, L.P. Fund · Wilmington, Delaware, United States
- ACP 2026 Lagoon II, L.P. Fund · Delaware, United States
- ACP 2026 Magic II, L.P. Fund · Delaware, United States
- ACP 2026 Relate I, L.P. Fund · Delaware, United States
- Alp Kenco Blocker (EUR), LLC Fund · Delaware Wilmington, Delaware, United States
- Alp Stratum II, LLC Fund · Delaware Wilmington, Delaware, United States
- AlpInvest AH PSMA CV, L.P Fund · Delaware Wilmington, Delaware, United States
- AlpInvest AH SSMA CV, L.P. Fund · Delaware Wilmington, Delaware, United States
- AlpInvest Mesquite Fund, L.P. Fund · Delaware Wilmington, Delaware, United States
- AlpInvest Pinnacle Euro Co-Investment Fund, L.P. Fund · New Castle, Delaware, United States
- AlpInvest Private Equity Investment Management, LLC Fund · Delaware Wilmington, Delaware, United States
- AlpInvest Rover Fund, L.P. Fund · Delaware Wilmington, Delaware, United States
- AlpInvest Secondaries Fund (Onshore) IX, L.P. Fund · Wilmington, Delaware, United States
- ALPINVEST SISS FUND I REL SUSTAINABLE, LLC Fund · WILMINGTON, New Castle, Delaware, United States
- AlpInvest Spire Fund, L.P. Fund · New York, New York, United States
- ASF IX Sidecar (Cayman), L.P. Fund · Wilmington, Delaware, United States
- ASF IX Sidecar A (Cayman), L.P Fund · Wilmington, Delaware, United States
- ASF IX Sidecar A, L.P. Fund · Delaware, United States
- ASF IX Sidecar, L.P. Fund · Delaware Wilmington, Delaware, United States
- ASP 2025 Bull II, L.P. Fund · Amsterdam, Delaware, Netherlands
- ASP 2026 LUNAR I, L.P. Fund · Delaware Wilmington, Delaware, United States
- and 14 more
- AlpInvest US Holdings, LLC WILMINGTON, New Castle, Delaware, United States
- Carlyle Investment Management LLC DE
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G; stakes of 5% or more it reported on Schedules 13D and 13G (1 companies); owners and owned firms from Form ADV, the registration investment advisers file with the SEC. Each entity in the chart links to its source.
Investment adviser
AlpInvest US Holdings, LLC is registered with the SEC as an investment adviser. This is what it reports on Form ADV, the registration every adviser files and keeps current.
- Assets it manages$57.7B3 136 accounts, $56.3B with discretion
- Employees289 127 in investment advice or research
- ClientsPooled investment vehicles (other than investment companies and: 120 ($53.7B); Sovereign wealth funds and foreign official institutions: 9 ($2.9B); Insurance companies: 2 ($684.9M); State or municipal government entities (including government pension: 2 ($224.3M); Banking or thrift institutions: 1 ($37.1M); Pension and profit sharing plans (but not the plan participants or: 1 ($27.6M); Other investment advisers: 1 ($6.8M)
- How it is paidA percentage of assets under its management; Fixed fees (other than subscription fees); Performance-based fees
- What it doesPortfolio management for pooled investment vehicles (other than investment companies); Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles); Selection of other advisers (including private fund managers)
- Holds client assetsNo
- RegistrationSEC 801-129132, CRD 328458 IAPD record
Who owns it
Owners of 5% or more as the firm lists them (Schedule A), and the owners of those owners up the chain (Schedule B).
- THE CARLYLE GROUPowns 75% or more, since 05/2014
- CARLYLE HOLDINGS I GP SUB L.L.C.owns general partner, trustee or manager of CARLYLE, since 11/2011
- CARLYLE HOLDINGS I GP INC.owns 75% or more of CARLYLE, since 11/2011
- CARLYLE HOLDINGS II GP L.L.C.owns 75% or more of CARLYLE, since 11/2011
- TC GROUP, L.L.C.owns 75% or more of THE CARLYLE, since 12/2000
- THE CARLYLE GROUP, INC. (public company)owns 75% or more of CARLYLE, since 11/2011
- CARLYLE HOLDINGS I, L.P.owns 50% to 75% of CG SUBSIDIARY, since 01/2020
- THE CARLYLE GROUP INC. (public company)owns 50% to 75% of CARLYLE, since 01/2020
- CARLYLE HOLDINGS II L.L.C.owns 25% to 50% of CG SUBSIDIARY, since 01/2020
Disciplinary record
The firm answered yes to 3 of the disciplinary questions on Form ADV (Item 11). A yes can concern the firm itself or an affiliate.
- The SEC or the CFTC has found the firm or an advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes.
- The SEC or the CFTC has entered an order against the firm or an advisory affiliate in connection with investment-related activity.
- The SEC or the CFTC has imposed a civil money penalty on the firm or an advisory affiliate, or ordered the firm or an advisory affiliate to cease and desist from any activity.
The 1 record concern THE CARLYLE GROUP (1), which reports the details on its own Form ADV.
In its own words: the client brochure
Form ADV Part 2A, the plain-English document an adviser must give its clients, quoted as filed 3/31/2026.4 It covers the firm’s services, fees, investment strategies and their risks, and its conflicts of interest.
Item 4: Advisory business Services
Background AlpInvest is a limited liability company organized under the laws of the State of Delaware and is registered with the SEC as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Firm provides investment advisory services to pooled investment vehicles sponsored by AlpInvest or its affiliates (“Funds”) and customized separately managed accounts (“Separate Accounts” and together with Funds, “Advisory Clients”). An affiliated investment advisory entity of the Firm, AlpInvest Partners B.V. (“AlpInvest BV”), separately provides investment advisory services to funds and customized separate accounts (together with Advisory Clients as well as other client accounts or investment vehicles managed by AlpInvest affiliates, “AlpInvest Clients”). The investors and other persons who invest in Funds or Separate Accounts, or the funds or separate accounts managed by the Firm’s affiliates including AlpInvest BV, are generally referred to herein as “investors.” Unless otherwise expressly stated herein, the terms “Advisory Clients” and “AlpInvest Clients” do not include such “investors.” AlpInvest was established in 2001 by AlpInvest BV to augment its capabilities to source and make private equity investments in the United States on behalf of two large Dutch pension funds. In 2011, AlpInvest (including AlpInvest BV and their other affiliated investment advisory entities) was acquired by The Carlyle Group (“Carlyle”) to offer investors broader-based investment management services in private equity which complement Carlyle’s product set. AlpInvest is wholly-owned by Carlyle. AlpInvest (together with AlpInvest BV and its other affiliated investment advisory entities) operates globally with offices in Amsterdam, New York, London, Singapore, and Hong Kong, and has approximately 290 staff members. As of December 31, 2025, AlpInvest managed approximately $58 billion of Advisory Client assets in total, of which over $56 billion was managed on a discretionary basis and over $1 billion was managed on a nondiscretionary basis. AlpInvest together with AlpInvest BV and its other affiliated investment advisory entities managed approximately $102 billion of AlpInvest Client assets in total, of which $98 billion was managed on a discretionary basis and $4 billion was managed on a non-discretionary basis. Much of the disclosure in this brochure is general in nature and, because all of the Firm’s Advisory Clients are large Separate Accounts and Funds, is subject to the specific terms and conditions of the investment management agreement relating to such Separate Account or the terms and conditions of such Fund’s organizational and offering documents (as applicable). In addition, investors in the Funds are generally not clients of AlpInvest unless they have a separate advisory client relationship with AlpInvest. Business Overview AlpInvest invests globally across the private equity spectrum, including large and middle market buyout, growth capital, venture capital, distressed, and energy, as well as private subordinated or mezzanine debt primarily through investments in third-party managed private equity and private subordinated or mezzanine debt funds (such underlying funds are hereinafter referred to as “Underlying Funds”), co-investments in single portfolio companies alongside Underlying Funds, and debt and debt-like financing of private equity portfolios. AlpInvest also issues and sponsors collateralized fund obligation vehicles and similar securitization vehicles (“CFOs”) to invest in certain Funds, Secondary Investments (as defined and discussed below) and other transactions and assets alongside AlpInvest Clients. AlpInvest’s advisory services consist of investigating, identifying and evaluating investment opportunities, structuring, negotiating and making investments on behalf of its Advisory Clients, managing and
monitoring the performance of such investments and disposing of such investments, typically on a discretionary basis. AlpInvest manages the assets of each Advisory Client in accordance with the terms of the investment advisory agreement and any other governing documents (e.g., a Fund’s agreement of limited partnership) applicable to such Advisory Client. AlpInvest also provides non-discretionary advisory services to certain Separate Accounts. The Carlyle Group Carlyle, founded in 1987, is a global investment firm offering specialized investment funds and other investment vehicles that invest private capital across a range of industries, geographies, asset classes and investment strategies. Carlyle operates its business primarily through separately registered investment advisers Carlyle Investment Management L.L.C. (“CIM”) and Carlyle Global Credit Investment Management L.L.C. (“CGCIM”), AlpInvest, AlpInvest BV, and several other Carlyle-affiliated investment advisers, across three business segments: (i) Global Private Equity, (ii) Global Credit, and (iii) Carlyle AlpInvest. The Carlyle AlpInvest business segment primarily operates through AlpInvest and its advisory affiliates (including AlpInvest BV), and AlpInvest is wholly owned by Carlyle. While Carlyle maintains ultimate control over the Carlyle AlpInvest segment, AlpInvest’s dedicated senior management team continues to exercise independent investment authority for its Advisory Clients. AlpInvest also shares or leverages certain operational functions and resources at Carlyle, such as corporate accounting, human resources, marketing, investor relations, information technology, legal, tax and compliance. Carlyle currently maintains a one-way information barrier between AlpInvest, on the one hand, and certain other business segments of Carlyle, on the other hand. This information barrier restricts the flow of certain non-public, commercially sensitive information from AlpInvest to certain other Carlyle business segments, other than for certain limited exceptions. Various individuals and entities affiliated with The Carlyle Group, Inc. (the “Public Company”) (Nasdaq: CG) directly and indirectly own and control AlpInvest. A group of senior management professionals establishes the management structures and policies and procedures for the operation and development of Carlyle, guided by the strategic direction set by the Board of Directors of the Public Company. Harvey M. Schwartz, Carlyle’s Chief Executive Officer, Justin Plouffe, Carlyle’s Chief Financial Officer, Jeffrey W. Ferguson, Carlyle’s General Counsel, Lindsey LoBue, Carlyle’s Chief Operating Officer, and Mark Jenkins, Jeff Nedelman and John Redett, each a Co-President of Carlyle, comprise this group of executives. Additional information about the Public Company is available in its current public filings with the SEC. Unless specifically stated otherwise, references in this brochure to CIM or CGCIM do not include Carlyle, the Public Company or any of Carlyle’s other affiliated entities. For purposes of this brochure, unless otherwise indicated, references to “AlpInvest” or the “Firm” (or its affiliates or its related entities) do not include references to Carlyle or any of its other affiliated entities, including CIM and CGCIM. Neither the term “Advisory Client” nor the term “investor” is intended to refer to any stockholders or debtholders of the Public Company. AlpInvest and other Carlyle-affiliated advisers may each act as an investment adviser, or sub-adviser, to certain shared advisory clients. AlpInvest also acts and will in the future act as a sub-advisor to one or more advisory clients of CIM or CGCIM. Advisory services include making recommendations to such Advisory Clients regarding overall investment strategy or allocation across the alternatives asset class, including recommended allocations of capital to certain investment vehicles sponsored by AlpInvest and/or Carlyle. See also “Management of Advisory Clients” below in Item 11.
Item 5: Fees and compensation Fees
With respect to any Advisory Client, AlpInvest or one of its affiliates is typically paid a management fee. Further, AlpInvest typically receives performance-based fees or allocations (e.g., carried interest or similar profit allocations) from most Advisory Clients. Certain Advisory Clients also pay an administration fee to AlpInvest or one of its affiliates. The specific legal and/or organizational documents of the relevant Advisory Client (which may include limited partnership or other similar agreements, subscription agreements and side letters) or the investment advisory agreement between AlpInvest and such Advisory Client set forth the fee structure relevant to such Advisory Client. Advisory Clients also typically bear certain out-of-pocket expenses incurred by AlpInvest and its affiliates in connection with the services provided to such Advisory Clients. Details about such fees and expenses are contained in the organizational documents of an Advisory Client. The following sections discuss the most common fees and expenses in more detail. For the purposes of this Item 5, references to “AlpInvest” and the “Firm” also include its advisory affiliates, including AlpInvest BV, AlpInvest UK, AlpInvest HK and AlpInvest SG, but do not, unless otherwise noted, include APEIM (as hereinafter defined), CIM, CGCIM, TCG Capital Markets (as hereinafter defined), or Carlyle. For additional information regarding any of CIM or CGCIM, including persons related to such advisers that may act as investment advisers or sub-advisers or commodity pool operators please see Part 2 of Form ADV of such particular investment adviser, available at: http://www.adviserinfo.sec.gov/. Common Types of Fees Management Fees and Administration Fees Typically, every Advisory Client is required to pay AlpInvest (or an affiliate) an asset management fee quarterly in advance. Management fees are generally calculated at an annual rate ranging from 0.1% to 1.6% of either available capital commitments or committed capital to investments for a period of one to five (or more) years, and thereafter the basis for the management fee typically changes to either net invested capital, net asset value, or the lower of cost and net asset value of underlying investments; however, certain Advisory Clients are charged a management fee for the entire duration of the Advisory Client relationship based on either the net asset value of underlying investments, the net invested capital of underlying investments or the sum of (i) either (a) net invested capital or (b) net asset value in respect of each underlying investment and (ii) any amounts committed to underlying investments but are not yet funded. Certain Advisory Clients will also be subject to a minimum fee per active investment. Additionally, differing fee rates may be applied to different strategies employed within a single Advisory Client’s mandate which will typically result in a blended overall fee load. Fees, costs and expenses allocated to a portfolio investment at the time of investment or otherwise incurred in connection with the investment transaction are, in certain instances (and typically temporarily), included in the net asset value with respect to such portfolio company. Transaction-related fees, costs and expenses can include amounts paid to AlpInvest or its affiliates, and a portfolio investment may use capital invested by an Advisory Client to fund transaction-related or other fees, costs and expenses. In addition, the annual management fee may be increased for certain investors in a Fund by a servicing fee (generally 0.1 percent for investors with aggregate capital commitments that are less than or equal to the minimum set forth in the Fund’s governing documents), which fee can be waived in the discretion of the Fund’s general partner. For certain Advisory Clients, borrowings will also be taken into account for purposes of calculating the management fee, as provided in an Advisory Client’s governing documents. When a new investor is admitted to a Fund following the date on which the Fund first begins calling capital to pay management fees to AlpInvest, the new investor will generally be charged a management fee retroactive to such date. If management fees with
respect to an Advisory Client are assessed in advance, they are generally required to be returned to such Advisory Client should AlpInvest’s management services to the Advisory Client be terminated prior to the end of the period in respect of which the fees have been paid (unless otherwise agreed to by the requisite holders of interest in a Fund or Separate Account as set forth in such Advisory Client’s governing agreements). In general, the amount of such fees to be returned is calculated based on the number of days remaining in the applicable period. Unless otherwise agreed with an Advisory Client’s investors, management fees will continue to be payable during any term extensions. Management fees are generally paid by or on behalf of an Advisory Client by (i) requiring investors in such Advisory Client to make capital contributions in respect of such fees, or (ii) withholding the amount of such fees from investment proceeds that would otherwise be distributable to the investors of such Advisory Client. The management fee is typically deducted from an Advisory Client investor’s capital account, although certain Advisory Clients pay their management fee directly to the Firm. In addition, AlpInvest or one of its affiliates often has the ability to cause an Advisory Client to borrow money to bridge capital drawdowns from investors. Such borrowed funds can then be used (in part) for the payment of such fees, in which case the Advisory Client will bear any interest expense and other borrowing costs incurred in respect of such borrowed funds. For certain Advisory Clients, the management fee will not be reduced (in whole or in part) in the case of any recapitalization, refinancing or other similar transaction, or in connection with certain distributions such as dividends or as a result of any reorganization or restructuring of, extraordinary dividend made with respect to, or similar transaction related to, an investment that does not result in the disposition or a full permanent write-off of an Advisory Client’s interest therein (even in cases where the value of the Advisory Client’s investment or the Advisory Client’s ownership percentage in such investment has been reduced as a result of such reorganization, restructuring, extraordinary dividend or similar transaction), and in such cases, investors in the Advisory Client will continue paying management fees based on the invested capital, net asset value or other metric applicable to an Advisory Client under its governing documents with respect to investments, regardless of any such transaction. Certain Advisory Clients are also charged an administration fee by AlpInvest to cover a portion of the Firm’s internal administration costs, which are paid (and rebated if necessary) in similar fashion as management fees. The amounts of any such fees are set forth in the agreements under which an Advisory Client was established (such as a Fund’s limited partnership agreement). Administration fees are typically fixed at a dollar amount per annum, however in other cases the administration fee is calculated at an annual rate (e.g., 0.1%) of net asset value of the Advisory Client’s investment portfolio. As a matter of practice, AlpInvest or its affiliates typically receive administration fees relating to the structuring and administration of co-investment arrangements. The receipt of such fees will not be subject to any management fee offset for an Advisory Client that has also invested in such investment. Management fees and administration fees are negotiable and, depending on the Advisory Client, will vary among Advisory Clients and/or investors in a Fund. Further, AlpInvest has offered (and may offer in the future) management fee discounts to third-party investors in a Fund if they are able to make a commitment to the Fund early in the fundraising process for such Fund or if their aggregate commitment to the Fund (or to the Fund and other Advisory Clients) meets or exceeds a certain threshold. Performance-Based Arrangements Many Advisory Clients pay or otherwise provide some form of performance-based fee or allocation to or for the benefit of AlpInvest or one of its affiliates (e.g., carried interest, incentive fees or similar profit allocations). Performance-based fees or profit allocations are applied upon returns to Advisory Clients in excess of a threshold of capital contributed (typically all capital contributed). Performance-based fees or
profit allocations are typically subject to certain preferred return hurdles. The manner of calculation and application of performance-based fees or profit allocations are disclosed in the applicable agreements for an Advisory Client. See also Item 6 - “Performance-Based Fees and Side-by-Side Management.” Performance-based fees or profit allocations paid or otherwise provided by Advisory Clients are subject to regulation under Section 205 of the Advisers Act and Rule 205-3 thereunder. Therefore, AlpInvest seeks to ensure that any Advisory Client or investors in an Advisory Client, including Advisory Clients relying on Section 3(c)(7) of 1940 Act (as defined below), that are directly or indirectly assessed performancebased fees or profit allocations satisfy the qualifications of Rule 205-3 under the Advisers Act and have been advised of such performance-based arrangements and their risks. Management fees and performance-based arrangements are subject to modification, waiver or reduction in connection with an investment in one or multiple Advisory Clients. Furthermore, AlpInvest, its affiliates and equity owners (including Carlyle), and certain of their respective professionals (including any related entity established by any of the foregoing, such as trusts, charitable programs, endowments or related programs, family investment vehicles and other estate planning vehicles) invest in or alongside certain Advisory Clients. Other qualified individuals who generally are not employees of Carlyle, but who have business relationships with Carlyle (including, without limitation, strategic advisors, venture partners, operating advisors, consultants, former employees, senior advisors, operating executives and other similar professionals (including professionals with a variety of titles within the Carlyle organization), which may include former Carlyle employees), also invest in or alongside Advisory Clients. Management fees and performance-based allocations on such investments may be substantially reduced or, as is more typical, waived altogether for these investors. Other AlpInvest and its personnel can be expected to receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of Advisory Clients that will not be subject to the management fee offset or otherwise shared with the Advisory Clients, their investors and/or portfolio companies. For example, airline travel or hotel stays incurred as Advisory Client expenses typically result in “miles” or “points,” rebates, or credit in loyalty/status programs. Such benefits will, whether or not de minimis or difficult to value, inure exclusively to AlpInvest and/or such personnel (and not the Advisory Clients or their investors) even though the cost of the underlying service is borne by the Advisory Clients and/or their investors. Any such benefits, rewards and/or amounts will not reduce any management fees or other compensation due to AlpInvest or otherwise shared with such Advisory Client, its investors and/or the portfolio companies. In addition, airline travel incurred as an Advisory Client expense for AlpInvest personnel travelling for appropriate Advisory Client-related purposes (including, without limitation, travel related to a portfolio company, a prospective portfolio company or other Advisory Client-related matter) may benefit such AlpInvest personnel to the extent the trip also serves a personal purpose. In addition, from time-to-time AlpInvest personnel will receive from third parties such as third-party private equity fund managers and sponsors (“GPs”) and vendors (subject to the Firm’s policies and procedures) meals, refreshments, gifts, and entertainment arising or resulting from their activities on behalf of Advisory Clients, the value of which will not be subject to the management fee offset or otherwise shared with Advisory Clients or their investors. Although very rare, AlpInvest will from time to time receive fees or other compensation from prospective and actual portfolio investments, purchasers, sellers or other parties as compensation for services, such as transaction fees (including broken deal fees), termination or break-up fees, directors’ fees, merchant banking fees, consulting fees, monitoring fees or other similar fees (“Fee Income”) in connection with the purchase, monitoring, or disposition of underlying investments or from unconsummated transactions (excluding, for the avoidance of doubt, fees payable for administrative or portfolio management services
Item 8: Methods of analysis, investment strategies and risk of loss Investment strategies and risks
Methods of Analysis and Investment Strategies General Investment Approach AlpInvest specializes in investing globally across the private equity spectrum, including large and middle market buyout, growth capital, venture capital, distressed, and energy, as well as private subordinated or mezzanine debt. AlpInvest’s long-term objective for each Advisory Client is to provide attractive investment returns through carefully selected investment portfolios within the parameters of the investment mandates for each such Advisory Client. The core investment strategies employed by AlpInvest to meet this objective are primary fund investments, secondary investments, portfolio financings, and coinvestments, as described in more detail below. AlpInvest’s Separate Accounts and Funds may employ a single investment strategy or multiple investment strategies, depending on the particular offering materials (or other governing documents) for the Separate Account mandate or Fund. The managed funds and accounts of AlpInvest’s affiliates, including those funds and accounts managed by AlpInvest BV, follow similar core investment strategies as those described in more detail below. Primary Fund Investments AlpInvest’s primary fund investments (“Primary Investments”) strategy seeks to construct private equity and/or private debt portfolios for its Advisory Clients through the subscription of interests in Underlying Funds. The Primary Investments strategy can also include “purchased primaries,” which are typically characterized by the purchase of an interest in an Underlying Fund from an existing investor in such Underlying Fund where such Underlying Fund has yet to invest a certain amount of its capital in portfolio investments but falls outside of AlpInvest’s Secondary Investment strategy (as defined and described below). AlpInvest can make Primary Investments on a global basis across a broad range of investment strategies. Additionally, AlpInvest works with its Advisory Clients to develop tailored portfolio construction strategies
that can target any combination of geographic exposure (e.g., North America, Europe, Asia-Pacific region, emerging markets and frontier markets) and strategy segment exposure (e.g., large buyout, middle-market buyout, growth capital, venture capital, mezzanine debt and distressed debt for control). AlpInvest follows a deliberate portfolio construction process: top-down segment analysis and bottom-up GP selection. Prior to the commencement of a new Primary Investments mandate and/or vintage for an Advisory Client (including multi-strategy mandates with a Primary Investments component), AlpInvest typically will conduct a market analysis and provide projections to the investment team in order to set targeted exposure for the Advisory Client across the applicable geographies and segments. While AlpInvest typically seeks to invest in line with the medium-term outlook on market size and opportunity by segment in order to remain broadly market-neutral, certain adjustments may be made over time in order to take advantage of opportunities for greater long-term performance. This top-down analysis is supplemented by a bottom-up analysis whereby the Primary Investments team seeks to identify high quality GPs that are expected to fundraise during the deployment period and/or vintage in the respective geographies and segment. Secondary Investments AlpInvest’s secondary investments (“Secondary Investments”) strategy seeks to build a high quality, diversified portfolio principally through both targeted investments in private equity assets and Underlying Funds other than at original issue (from time to time in combination with Primary Investments in Underlying Funds as part of such purchase) and portfolios of direct private equity investments through privately negotiated transactions (typically structured through new investment vehicles) in the secondaries market (mainly consisting of leveraged buyout, growth capital and special opportunity fund interests) in an effort to maximize risk-adjusted returns for its Advisory Clients. Sellers of Secondary Investments are typically banks, insurance companies, pension funds, endowments and family offices. Secondary Investments can also be centered around a GP and assets in an Underlying Fund portfolio (e.g., creating a continuation fund for one or more selected assets in a portfolio). The Secondary Investments team seeks to execute on many types of Secondary Investment transactions, including: the sale of limited partnership interests; spin-outs; combined (or stapled) secondary/primary transactions; portfolio restructuring, including securitizations and joint ventures; commitments to continuation funds; and secondary direct transactions; and on many underlying asset types, including buyout, venture capital, private debt, energy, infrastructure and natural resources, and other specialty fund assets. As part of its Secondary Investments strategy, AlpInvest may also make a limited number of strategic Primary Investments as well as direct investments in a GP, usually in exchange for a minority ownership equity stake or other revenue interest in its business. AlpInvest seeks to leverage its relationships with GPs and the knowledge of Underlying Fund portfolios from its Primary Investments business to better evaluate investment opportunities. There is often significant overlap in GP and Underlying Fund exposure in AlpInvest’s Primary Investments and Secondary Investments portfolios. In general, AlpInvest’s Secondary Investments strategy is focused on building high-quality portfolios with clear value creation and liquidity potential in an effort to achieve attractive cash-on-cash returns with a reduced risk profile for its Advisory Clients. The Secondary Investments team targets Underlying Funds that have invested in portfolio companies that have clear value creation opportunities and identifiable exit potentials, with a preference for a balance between near-term liquidity and long-term value creation potential. AlpInvest generally seeks to build (i) a diversified Secondary Investments portfolio across multiple metrics (e.g., geographies, vintages, industries, GPs, and assets) and (ii) a balanced Secondary Investments portfolio with approximately two-thirds funded assets and one-third remaining unfunded commitments. However, certain Advisory Clients focus on investing only in GP-centered Secondary Investments involving a few assets (typically one portfolio company) in an Underlying Fund’s portfolio.
Historically, AlpInvest has limited the use of leverage utilized by its Advisory Clients in order to facilitate early cash generation returns from the portfolio, thereby shortening the average weighted duration of the underlying investments. However, AlpInvest will elect to use leverage for certain Advisory Clients as part of such Advisory Client’s overall investment strategy. In general, Advisory Clients that make Secondary Investments participate in AlpInvest’s global Secondaries Investments program and participate in all Secondary Investments selected for the program. Portfolio Finance Investments AlpInvest’s portfolio finance (“Portfolio Finance”) strategy seeks to invest in various debt (including both investment grade and non-investment grade debt), preferred equity and structured equity instruments and loans directly or, in certain instances, through Secondary Investments in private credit funds to gain exposure to an underlying pool of quality assets with reduced downside risks. AlpInvest seeks to pursue investment opportunities, exclusively in portfolios, across the full spectrum of the private capital markets, including portfolios of direct investments and portfolios of private equity (e.g., buyout funds, growth funds, credit, and infrastructure) as well as private capital GP holdings with underlying assets owned (directly or indirectly) by the GP. AlpInvest primarily pursues its Portfolio Finance strategy through each of the following three types of financing transactions: (i) financings issued by a single fund issuer and collateralized by its portfolio of private companies; (ii) financings issued by a GP entity that are backed by a combination of assets, including the GP’s commitment to its funds, management fees, and carried interest; and (iii) financings of an LP’s portfolio of interests across various private equity and credit funds. AlpInvest also expects to pursue credit secondary investments, which are typically transactions centered around credit fund managers or captive credit managers within larger institutions, structured as continuation funds, spinouts, cornerstone transactions or other various GP solutions or investments involving acquisition of existing private credit assets via purchases of limited partner interests in existing funds. AlpInvest may seek to utilize a variety of investment structures and types of securities in its financing transactions, including preferred equity, structured equity, as well as more traditional subordinated debt instruments and loans. AlpInvest may also pursue certain financings in which a portfolio of assets is split into multiple tranches to create a customized risk and return exposure, in which the remaining tranches are acquired by other AlpInvest Clients or other investors (which may be affiliates of AlpInvest, including Carlyle-managed funds or client accounts), and can include senior debt investors and/or equity investors. Co-Investments AlpInvest’s co-investment (“Co-Investment”) strategy seeks to create well-diversified private equity portfolios by co-investing alongside leading GPs in private equity leveraged buyouts, growth capital, and subordinated debt transactions across geographies and industry sectors. AlpInvest focuses on maximizing the number of investment opportunities and selecting the most attractive deals with qualified GPs from those investment opportunities. AlpInvest often has the flexibility to either come in early in a deal process to help underwrite a transaction alongside the lead GP or to participate in a broader Co-Investment syndication process. AlpInvest often makes Co-Investments alongside GPs with which it has developed a strong relationship through its Primary Investments, Secondary Investments and Portfolio Finance Investments businesses. As part of its Co-Investments strategy, AlpInvest may also make a limited number of strategy-adjacent tactical investments to the extent they do not conflict with AlpInvest’s Primary Investments and Secondary Investments strategies, which investments may include strategic primary fund commitments, special situation investments (including equity recapitalizations and independent sponsor investments), and investments into a portfolio of assets, including blind pool commitments to multi-asset platforms. Additionally, AlpInvest makes Co-Investments for Separate Accounts that are sourced from such Separate Account investor’s own proprietary private equity investment portfolio and GP relationships
Item 7: Types of clients
AlpInvest currently provides investment advisory services for Separate Accounts in respect of sophisticated institutional investors, including government entities, pension funds, insurance companies, and large family offices. AlpInvest typically structures its Separate Accounts as a “fund of one” where there is a single third-party investor or small number of affiliated third-party investors as limited partners (or equivalent) in an investment vehicle organized and managed by AlpInvest or one of its controlled affiliates. AlpInvest also provides advisory services to Funds and other pooled investment vehicles that are organized or sponsored by AlpInvest or its affiliates. Interests in AlpInvest’s Funds are typically offered only to
For example, if one Advisory Client is in a net loss position and another Advisory Client is in a net gain position, the Advisory Client in the net loss position will either (i) not generate a carried interest from such investment, or (ii) generate less carried interest from such investment to the extent profits are required to make up for previous losses.
institutional and other sophisticated investors, such as government entities (e.g., sovereign wealth funds), pension funds, insurance companies and large endowments, as well as ultra-high-net-worth individuals and family offices. AlpInvest also provides other advisory, sub-advisory and co-advisory services as described above. While AlpInvest does not impose a minimum amount for establishing a client account, generally a $5,000,000 minimum commitment to a Fund or $100,000,000 minimum commitment to a Separate Account is required. However, AlpInvest, in its sole discretion, will (or will cause a Fund’s general partner to) accept commitments that are less than such minimum or require commitments in excess of such minimum. Interests in Funds and Separate Accounts structured as a “fund of one” are offered to U.S. persons through private offerings limited to qualified investors pursuant to exemptions available under the Securities Act of 1933, as amended (the “Securities Act”), and the regulations promulgated thereunder. Such investment vehicles are not registered with the SEC as “investment companies” pursuant to specific exclusions from investment company status under the Investment Company Act of 1940, as amended (the “1940 Act”), and do not have the benefit of the protections afforded by the 1940 Act to investors in registered investment companies or more highly regulated investment funds. Accordingly, AlpInvest typically requires that each third-party investor in a Fund or Separate Account to be an “accredited investor” as defined in Regulation D under the Securities Act, and a “qualified purchaser” as defined in the 1940 Act. See also, “Item 5 - Fees and Compensation - Common Types of Fees”.
Item 6: Performance-based fees and side-by-side management Conflicts of interest
AlpInvest currently acts as an investment adviser to its Advisory Clients, and related persons of AlpInvest typically act as a general partner (or similar managing fiduciary) of such Advisory Clients that are Funds and Separate Accounts structured as a “fund of one.” AlpInvest accepts performance-based fees or allocations (e.g., carried interest or similar profit allocation) from certain of its Advisory Clients. The amount and manner of calculation of such performance-based fee or allocation is negotiated with each Advisory Client. In allocating investment opportunities, there could be incentives to favor Advisory Clients with higher potential performance-based allocations or fees over Advisory Clients with lower potential performancebased allocations or fees (including Advisory Clients that do not make performance-based allocations).1 AlpInvest personnel are similarly incentivized in instances where they are providing services to other AlpInvest Clients, including funds and accounts advised by AlpInvest BV or APEIM (as hereinafter defined). In addition, performance-based allocations or fees may create an incentive for AlpInvest to recommend investments that may be riskier or more speculative than those that would be recommended under different compensatory arrangements. As a control, AlpInvest has adopted written policies and procedures pursuant to which it seeks to allocate investment opportunities that may be appropriate for more than one Advisory Clients in a fair and equitable manner. Each Advisory Client has its own investment guidelines that must be taken into account when making investment allocation determinations. Final allocation decisions are made in accordance with the Firm’s allocation policies and procedures. Please also see Item 12 below regarding trade aggregation, as well as Item 11 below for additional information relating to how conflicts of interest are generally addressed by AlpInvest, including allocation conflicts.
Item 10: Other financial industry activities and affiliations Conflicts of interest
Affiliated Advisers and Other Affiliations AlpInvest’s affiliated advisers currently include (i) AlpInvest BV, which has its principal place of business in Amsterdam, (ii) AlpInvest Partners LLP (“AlpInvest UK”), which has its principal place of business in London, (iii) AlpInvest Partners Limited (“AlpInvest HK”), which has its principal place of business in Hong Kong, and (iv) AlpInvest Partners Pte Ltd. (“AlpInvest SG”), which has its principal place of business in Singapore. Personnel of these affiliated advisers work in conjunction with AlpInvest to provide investment advisory services to its Advisory Clients. Such services are described in Item 4 of this brochure and include investigating, identifying and evaluating investment opportunities, structuring, negotiating and making investments on behalf of AlpInvest’s Advisory Clients, managing and monitoring the performance of such investments and disposing of such investments. In reliance on SEC staff interpretation, AlpInvest UK, AlpInvest HK, and AlpInvest SG are considered “participating affiliates” of AlpInvest. AlpInvest subjects each of its participating affiliates and their respective employees to AlpInvest’s regulatory oversight and the Code of Conduct (see Item 11 below), together with its other compliance policies and procedures, including books and records maintenance, as adopted pursuant to the requirements of the Advisers Act, as applicable (in addition to applicable local laws and regulations). Further, AlpInvest BV and AlpInvest share personnel and resources to provide investment advisory and other services to their respective clients, and AlpInvest personnel and AlpInvest BV personnel are subject to the same Code of Conduct (as well as other global compliance policies and procedures). Certain investor relations professionals based in Hong Kong who are solely focused on AlpInvest’s business are employed by Carlyle Hong Kong Equity Management L.L.C., an affiliated Carlyle entity registered with the Securities and Futures Commission of Hong Kong (the “SFC”). Such personnel are also subject to AlpInvest’s supervision and oversight, including the same Code of Conduct (as well as other global compliance policies and procedures). AlpInvest BV is a separately SEC-registered investment adviser, and it holds a license as an AIFM (with related MiFID II “top-up” permissions) from the Netherlands Authority for Financial Markets. AlpInvest BV also holds a cross-border discretionary investment manager license from the South Korean Financial Supervisory Service. AlpInvest UK is registered with the UK Financial Conduct Authority. AlpInvest HK holds a Type 4 (advising on securities) license issued by the SFC. AlpInvest SG holds a capital markets services license issued by the Monetary Authority of Singapore to operate as a licensed fund management company serving accredited and institutional investors.
AlpInvest is also affiliated with AlpInvest Private Equity Investment Management, LLC (“APEIM”), a separately registered investment adviser under the Advisers Act. APEIM acts as the adviser to Carlyle AlpInvest Private Markets Fund (“CAPM”) and Carlyle AlpInvest Private Markets Secondaries Fund (“CAPS”), each of which is a Delaware statutory trust that is registered under the 1940 Act as a continuously offered, unlisted closed-end investment company that is structured as a tender fund, and which provides periodic liquidity to shareholders through the tender offers, and generally offers retail investors access to certain private equity strategies. AlpInvest and APEIM share personnel and resources to provide investment advisory and other services to their respective clients, and AlpInvest personnel and APEIM personnel are subject to the same Code of Conduct (as well as other global compliance policies and procedures). In addition, AlpInvest is affiliated with each of CIM and CGCIM, each of which are part of Carlyle and are separately registered investment advisers under the Advisers Act. As discussed in Item 4, AlpInvest carries out its investment operations independently of Carlyle (including CIM and CGCIM). TCG Capital Markets L.L.C. (“TCG Capital Markets”) is an affiliated broker-dealer of AlpInvest. TCG Capital Markets conducts U.S.-based marketing and fundraising activities for Carlyle’s Global Private Equity, Global Credit, and Carlyle AlpInvest business segments. TCG Capital Markets acts as a placement agent on a “best efforts” basis with respect to the offer and sale of investment funds and certain interests in private investment vehicles (most of which are affiliated and include Advisory Clients) and interests in special purpose vehicles. Certain AlpInvest professionals are registered as broker-dealer representatives and affiliated with TCG Capital Markets. AlpInvest has entered into arrangements with certain of CIM’s non-U.S. affiliates to provide marketing services in certain non-U.S. jurisdictions. When registered representatives of TCG Capital Markets provide services to AlpInvest, such persons will be subject to the policies and procedures of TCG Capital Markets when engaged in broker-dealer related activities in addition to applicable policies and procedures of CIM, CGCIM and/or AlpInvest (as applicable). Additionally, Carlyle holds, and may acquire, ownership stakes in one or more other broker-dealers. AlpInvest may execute trades through such Carlyle-affiliated broker-dealers. AlpInvest will execute trades in all cases consistent with its duty to seek best execution. See “Item 12 - Brokerage Practices” below for additional information. TCG Capital Markets also operates as part of the Global Capital Markets (“GCM”) platform within Carlyle’s Global Credit business segment. GCM is a loan syndication and capital markets business that Carlyle launched in 2018. The primary focus of GCM is to arrange, place, underwrite, originate and syndicate loans and underwrite securities of third parties and Carlyle portfolio companies including underwriting private offerings and participating in the underwriting syndicate for public offerings, through TCG Capital Markets and TCG Senior Funding L.L.C. (an advisory client of CGCIM established to underwrite, originate, and syndicate loans). GCM may also act as the initial purchaser of such loans and securities. GCM is expected to, from time to time, manage or otherwise participate in underwriting syndicates and/or selling groups with respect to securities, debt instruments and loans issued by AlpInvest controlled entities and non-controlled entities in or through which Advisory Clients, other Carlyle-affiliated advisory clients, and other co-investors have invested or are investing. In addition, GCM may otherwise be involved in the public or private placement of such securities and other instruments, and/or may provide capital markets advisory services to such AlpInvest-controlled and non-controlled entities in or through which Advisory Clients, other Carlyle-affiliated advisory clients, and co-investors invest. GCM may receive fees, including underwriting, placement, transaction and syndication fees, commissions, underwriting discounts, interest payments and other compensation, which may be payable in cash or securities and/or loans, in respect of the activities described above and may elect to waive such fees. TCG Capital Markets is registered as a broker-dealer with the SEC and in 50 states, the District of Columbia, the Commonwealth of Puerto Rico and the Virgin Islands, and is a member of the Financial Industry Regulatory Authority. Additionally, TCG Capital Markets operates under an international dealer
exemption in the Canadian provinces of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Quebec and Saskatchewan. See “Item 5 - Fees and Compensation” above and “Item 12 - Brokerage Practices” below for additional information. Carlyle is a global investment firm with business operations across several business segments. Although AlpInvest is a separately registered investment adviser and carries out its investment operations independently of Carlyle (including CIM and other Carlyle-affiliated investment advisers) as described above, AlpInvest’s status as part of the larger Carlyle organization raises certain actual and potential conflicts of interest. Because Carlyle has many different asset management and advisory businesses and operates on a global basis, AlpInvest may be subject to greater regulatory oversight than it would be absent its relationship with Carlyle. AlpInvest and its Advisory Clients also may be subject to certain legal and other restrictions on their investment activities as a consequence of the Carlyle relationship including, for example, restrictions under the Bank Holding Company Act, the Investment Company Act, or limitations imposed by non-U.S. regulatory authorities, or restrictions on the purchase or sale of, or exercise of voting or other rights with respect to, the debt instruments of a company when a Carlyle advisory client holds the equity of the company and the company is an affiliate of Carlyle. Carlyle and its directors, members, managers, partners, shareholders, officers, employees, agents and affiliates may conduct any other business, including any business within the securities industry, whether or not such business competes with AlpInvest. Without limiting the generality of the foregoing, Carlyle and its affiliated companies and persons act and will continue to act as general partner, investment adviser or investment manager for others, manage funds, separate accounts or capital for others, have, make and maintain investments in their own name or through other entities and may serve as officers, directors, consultants, partners or stockholders of one or more investment funds, partnerships, securities firms or advisory firms. Please see “Conflicts of Interest—Other Potential Conflicts” under Item 11 for more information on potential material conflicts of interest with Carlyle. Other Related Persons Related persons of AlpInvest act as the general partner (or equivalent parties) of certain Advisory Clients or investment vehicles in which Advisory Clients participate and, to the extent not otherwise exempt from registration as an adviser with the SEC, conduct their activities in accordance with the Advisers Act and the rules thereunder and in reliance on AlpInvest’s registration under the Advisers Act as associated persons of AlpInvest.
Item 11: Code of ethics, participation or interest in client transactions and personal trading Conflicts of interest
Code of Ethics AlpInvest has adopted and implemented Carlyle’s Code of Conduct (the “Code”), which sets forth standards of ethical conduct for employees and is designed to address and avoid (among other things) potential conflicts of interest as required under Rule 204A-1 under the Advisers Act. Among other things, the Code prescribes standards for dealing with clients ethically, addresses conflicts of interest issues, and supplements personal trading and operating procedures set forth in Carlyle’s Policies and Procedures Regarding Material, Non-Public Information and the Prevention of Insider Trading. The Code provides guidance in specific areas, including but not limited to, confidentiality of information, personal investments, gifts and entertainment, protection of persons who engage in “whistle blowing” activities from retaliation
and personal political activities. AlpInvest reserves the right to refine and modify the Code and its other policies and procedures over time. The Code is available to Advisory Clients (including their investors and prospective investors) by writing to AlpInvest US Holdings, One Vanderbilt Place, New York, New York 10017, Attn: Investor Relations. For the purposes of this Item 11, references to “AlpInvest” and the “Firm” also include its advisory affiliates, including APEIM, AlpInvest BV, AlpInvest UK, AlpInvest HK, and AlpInvest SG, but do not, unless otherwise noted, include CIM, CGCIM, TCG Capital Markets, or Carlyle. AlpInvest has also adopted Carlyle’s written policies and procedures to account for the pay-to-play regulations promulgated by the SEC and to comply with the Pension Fund Reform Code (the “Pay-to-Play Policy”), which governs Carlyle’s and the Firm’s interactions with U.S. public pension funds. A copy of these policies and procedures will also be provided to current and prospective investors by writing to the address noted above. AlpInvest may take disciplinary measures against any of its personnel who violate the Code or the Pay-toPlay Policy, including, without limitation, imposing penalties or fines, reducing compensation, demotion, requiring unwinding of any applicable trade, requiring disgorgement of trading gains, referral to regulatory authorities, suspending or terminating employment, or any combination of the foregoing. AlpInvest personnel are also required to promptly report any violation of the Code or the Pay-to-Play Policy of which they become aware. AlpInvest has developed and integrated into its investment process a set of responsible investment guidelines that consider the environmental, social and governance implications of its investments. Those guidelines are available to Advisory Clients (including their investors and prospective investors) by writing to the address noted above or by visiting https://www.carlyle.com/carlyle-alpinvest/transparency-anddisclosures. Participation or Interest in Client Transactions AlpInvest, its affiliates and equity owners (including Carlyle), and certain of their respective professionals invest in or alongside certain Advisory Clients. Other qualified individuals who generally are not employees of Carlyle, but who have business relationships with Carlyle (including, without limitation, senior advisors, operating executives, operating advisors, consultants, former employees, and other similar professionals), also may invest in or alongside Advisory Clients. Management fees and performance-based allocations (i.e., carried interest) on such investments may be substantially reduced or, as is more typical, waived altogether for these investors. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Conflicts of Interest AlpInvest and certain of its related entities engage in a broad range of activities, including investment activities for their own account, and providing transaction-related, investment advisory, management and other services to Advisory Clients along with other AlpInvest Clients (including clients of AlpInvest BV). In the ordinary course of conducting its activities, the interests of an AlpInvest Client may conflict with the interests of AlpInvest or other AlpInvest Clients. Descriptions of several of these conflicts of interest, as well as description of how AlpInvest addresses such conflicts of interest, follows below. In addition, other conflicts of interest may also be disclosed in the offering and/or organizational documents of a particular Advisory Client.
Resolution of Conflicts In the case of all real or perceived conflicts of interest, AlpInvest’s determination as to whether an actual conflict of interest exists, which factors are relevant, and the resolution of any such conflicts, will be made using AlpInvest’s best judgment, but in its sole discretion, absent any agreed upon resolution mechanism with the Advisory Client or investor. In resolving conflicts, AlpInvest may consider various factors, including the interests of the applicable Advisory Client with respect to the immediate issue and/or with respect to the Advisory Client’s longer-term courses of dealing as well as the effect of such conflict or such resolution on AlpInvest and its affiliates. While AlpInvest endeavors to resolve all conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions. There can be no assurance that AlpInvest will identify or resolve all conflicts in a manner that is favorable to an Advisory Client and an Advisory Clients’ investors may not be entitled to receive notice or disclosure of the actual occurrence of conflicts or have any right to consent to them as they arise. See also Item 17 for more information regarding voting securities in respect of Advisory Client accounts. Conflicts The material conflicts of interest encountered by AlpInvest with respect to its Advisory Clients include those discussed below, although the discussion below does not necessarily describe all of the conflicts that may be faced by AlpInvest. Other material conflicts may be disclosed throughout this brochure and this brochure should be read in its entirety for other conflicts. In addition, the organizational documents of certain Advisory Clients are designed to protect the interests of its investors in situations where conflicts may exist, although these provisions do not always eliminate such conflicts. In certain instances, some of such conflicts of interest may be resolved in a manner adverse to an Advisory Client and its ability to achieve its investment objectives. Allocations of Investment Opportunities AlpInvest seeks to make all allocations of investment opportunities (including follow-on investments) in a fair and equitable manner, and will not generally favor or disfavor, consistently or consciously, any AlpInvest Client in relation to any other AlpInvest Clients. To this end, the allocation of investment opportunities and certain expenses may not be based, in whole or in part, on (i) the relative fee structure or amount of fees paid by any AlpInvest Client or (ii) the profitability of any AlpInvest Client to AlpInvest or Carlyle. A global allocation committee has been established by AlpInvest to oversee the allocation of investment opportunities among multiple AlpInvest Clients and affiliates (and where applicable, CAPM and CAPS) in accordance with the Firm’s allocation policies and procedures and with applicable regulatory requirements. It is anticipated that AlpInvest Clients will have the same or similar investment objectives as other AlpInvest Clients. Additionally, it is expected that certain opportunities that fall within an AlpInvest Client’s investment objectives will also be appropriate for other AlpInvest Clients (e.g., other AlpInvest Clients that are separate accounts comprising certain investment programs, continuously offered products and registered fund products). Certain opportunities appropriate for an AlpInvest Client under its investment strategy and objectives could be considered appropriate for other strategies and the investment objectives of other AlpInvest Clients within those strategies. In certain cases, this is expected to result in an AlpInvest Client being allocated less than it would otherwise be allocated if AlpInvest and/or its affiliates did not have other advisory clients with overlapping investment objectives. Accordingly, investors should not expect that an AlpInvest Client will have priority access to any suitable investment opportunity or will receive an allocation to every suitable investment opportunity. There can be no assurance that an AlpInvest Client will participate in all investment opportunities that fall within its investment strategy and objectives, or that the application of AlpInvest’s policies and procedures will result in fair or equivalent allocation of, or
participation in, investment opportunities, or comparable performance of investments allocated to one AlpInvest Client as compared to another. When making any allocation decision, AlpInvest will, when appropriate, take into account any number of relevant factors to achieve a reasonable and fair allocation, such as: (i) an AlpInvest Client’s investment objectives and model portfolio targets, including minimum and maximum investment size requirements and the centrality of an investment to an AlpInvest Client’s strategy; (ii) the composition of an AlpInvest Client’s portfolio (including the actual, relative or potential exposure of an AlpInvest Client to the type of investment opportunity in terms of its existing portfolio), each AlpInvest Client’s investment concentration parameters (including, without limitation, parameters such as geography, industry, issuer, volatility, leverage or other similar risk metrics) and the scope of an AlpInvest Client’s investment mandate, including whether the mandate is limited or otherwise restricted to specific types of investments/assets; (iii) the nature of any requirements or constraints placed on such investment opportunity (e.g., the preferences or requirements of, or conditions imposed by, a GP or any third-party sourcing the investment opportunity); (iv) transaction sourcing or a particular AlpInvest Client’s or another investor’s relationship with a GP (and with respect to an investment opportunity originated by a third-party, the relationship of a particular AlpInvest Client or another investor to or with such third-party); (v) the amount of capital available for investment by an AlpInvest Client (including whether it is able to invest all capital required to consummate a particular investment opportunity) and any potential future fluctuation that may occur in the available capital of any such other AlpInvest Client (including whether an AlpInvest Client is able to invest all capital required to consummate a particular investment opportunity); (vi) an AlpInvest Client’s liquidity and reserves (including whether an AlpInvest Client is able to commit to invest all capital required to consummate a particular investment opportunity); (vii) the availability of other suitable investments for an AlpInvest Client and the remainder of an AlpInvest Client’s investment period; (viii) tax and accounting implications and other relevant legal, contractual, or regulatory considerations; (ix) the seniority of an investment, the risk/return profile, and other capital structuring criteria; (x) whether an investment opportunity requires additional consents or authorizations from an AlpInvest Client, other investors or third parties; (xi) whether an investment opportunity would enable the AlpInvest Client to qualify for certain programmatic benefits or discounts that are not readily available to other AlpInvest Clients, including but not limited to the ability to enter into credit arrangements with certain financial or governmental institutions; (xii) the size, liquidity and duration of the investment; (xiii) the use of leverage in the proposed capital structure; and (xiv) any other relevant limitations imposed by, or conditions set forth in, the applicable offering and organizational documents of each Fund or other agreements applicable to an AlpInvest Client. After taking such considerations into account, AlpInvest may conclude that some or all of an investment opportunity is unsuitable for any one AlpInvest Client or exceeds an appropriate amount for any one AlpInvest Client, or otherwise conclude that all or part of the opportunity should be allocated to one or more other AlpInvest Clients, whether or not any other AlpInvest Client is taking up all or part of its allocable share of the investment opportunity or any excess arising as a result of any AlpInvest Client declining all or part of their allocable share of such investment opportunity. In all cases, the consummation of an investment by any given AlpInvest Client is subject to the issuer of the investment agreeing to accept such AlpInvest Client as an investor in the relevant Underlying Fund or investment. AlpInvest makes allocation determinations based solely on AlpInvest’s expectations at the time such investments and dispositions are made, however investments and their characteristics may change and there can be no assurance that an investment or disposition may prove to have been more suitable for another AlpInvest Client in hindsight. In certain instances, investment opportunities available to other AlpInvest Clients are not also available to an AlpInvest Client and accordingly would not be allocated to such AlpInvest Client. For instance, other AlpInvest Clients may enter into a sourcing, placement, distribution or similar agreement with a third party under which transactions sourced by the third party are only available to the contracting other AlpInvest Client(s) and not an AlpInvest Client. These restrictions (including the entitlement of certain AlpInvest
Item 12: Brokerage practices Conflicts of interest
As AlpInvest’s Advisory Clients primarily invest in private equity and private debt investments, AlpInvest trades in publicly traded securities are generally infrequent occurrences. However, to meet its fiduciary duties to its Advisory Clients, AlpInvest has adopted written policies to address issues that might arise with respect to purchasing, holding, and selling publicly traded securities. Selection of Brokers and Dealers In placing a transaction for an Advisory Client involving a broker-dealer, AlpInvest will seek “best execution” of the transaction. In selecting brokers-dealers, AlpInvest’s primary consideration will be to obtain the most favorable net result for the Advisory Client under the circumstances, which may not involve the lowest possible commission cost. In selecting broker-dealers to effect securities transactions, AlpInvest seeks to obtain best execution by considering certain factors, including (but not limited to) the cost or commission rate, the price obtained, the circumstances of the transaction (e.g., experience in liquidating distributions from private equity funds), and the reputability and reliability of the executing broker-dealer. Transactions in publicly traded securities arising from a transaction within AlpInvest’s Primary Investments or Secondary Investments lines of business ordinarily are executed through a third-party investment manager that manages the orderly disposition of distributions of marketable securities from private equity funds and typically selects the brokers through which the sales of such publicly traded securities are executed. To the extent AlpInvest has discretion in selecting a broker-dealer to execute transactions in publicly traded securities arising from a transaction within AlpInvest’s Co-Investment strategy, such transactions are executed through a broker-dealer selected by AlpInvest. The fees and expenses of such third-party investment manager incurred in connection with such dispositions of marketable securities for an Advisory Client will be borne by the Advisory Client. AlpInvest periodically monitors broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of AlpInvest and each Advisory Client. AlpInvest does not engage in any formal soft dollar arrangements with respect to securities transactions for its Advisory Clients; however third-party investment managers engaged by AlpInvest for its Advisory Clients may engage in soft dollar arrangements. Any research services and/or other products or services that are provided to AlpInvest by brokers or dealers may be used for the benefit of all Advisory Clients and may not necessarily benefit solely the Advisory Client from which the commissions were generated. AlpInvest has no commitment or arrangement to provide any specific level of commissions or transactions with respect to any proprietary research received. The receipt of research and/or other products or services is not directly connected to the recommendation of brokerage services to Advisory Clients, but it does create a potential conflict of interest of which investors should be aware in assessing AlpInvest’s choice of brokerdealers. Aggregation of Trades AlpInvest may aggregate (or bunch) the orders of more than one Advisory Client, including other AlpInvest Clients advised by its advisory affiliates, for the purchase or sale of the same publicly traded security.
Investment advisers often employ this practice because larger transactions can enable them to obtain better overall prices, including lower commission costs or mark-ups or mark-downs. In pursuing Advisory Clients’ investment objectives, AlpInvest may cause multiple Advisory Clients to purchase or sell publicly traded securities through brokers. If AlpInvest has determined to sell or purchase a publicly traded security at the same time for more than one Advisory Client, AlpInvest will generally place combined orders for all such Advisory Clients while assigning pre-order allocations. If an order for more than one Advisory Client for a publicly traded security cannot be fully executed, AlpInvest will allocate the investments in accordance with AlpInvest’s procedures for allocation of investment opportunities, as described in Item 11 above. AlpInvest generally seeks to aggregate trade orders for publicly traded securities so that each participating Advisory Client will receive the average price for each execution of a transaction.
Item 14: Client referrals and other compensation Conflicts of interest
For details regarding economic benefits provided to AlpInvest by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Item 5 and 11 above. AlpInvest and its affiliates will, from time to time, enter into cash compensation arrangements with affiliated or unaffiliated placement agents or third parties for introducing investors to AlpInvest. Any sales charge associated therewith will ultimately be borne by AlpInvest or its affiliates, either directly or through an offset of the management fee payable by the relevant Advisory Client. In accordance with AlpInvest’s policies, no Separate Account or Fund investor will bear any portion of any fee paid to any third-party solicitor with respect to such investment (whether in the form of higher
management fees or other types of fees) without prior disclosure to the investor, except to the extent such fees are paid to locally licensed intermediaries, representatives or distributors that an Advisory Client is legally required to engage in order to offer interests in such Advisory Client in particular jurisdictions.
Item 9: Disciplinary information
Except as described below, none of AlpInvest, its executive officers, members of its investment committees or portfolio management committees or other “management persons” as defined in Form ADV have been the subject of any legal or disciplinary matter of an investment-related nature that would be material to an existing or prospective Advisory Client’s evaluation of the AlpInvest’s advisory business or the integrity of its management.
As part of a sweep investigation of financial services and investment advisory firms, in October 2022, Carlyle received from the SEC a request for information related to the preservation of certain types of electronic business communications (e.g., text messages and messages on WhatsApp, WeChat, and similar applications) as part of Carlyle’s books and records. On January 13, 2025, the SEC announced settled charges against several of the financial services and investment advisory firms that were part of the sweep investigation, including AlpInvest BV and two other Carlyle investment advisors, CGCIM and CIM, for failure to maintain and preserve electronic communications and related violations under the Advisers Act. The three Carlyle investment advisors paid a combined civil penalty of $8.5 million, with $1.2 million allocated to AlpInvest BV, and agreed to implement certain limited remedial measures. In the ordinary course of business, Carlyle (inclusive of AlpInvest) is a party to litigation, investigations, inquiries, employment-related matters, disputes and other potential claims. Additional information regarding such matters is available in current public filings with the SEC for the Public Company (see ir.carlyle.com).
Item 13: Review of accounts
Oversight and Monitoring The investment portfolios of AlpInvest’s Advisory Clients are generally private, illiquid and long-term in nature, and accordingly, AlpInvest’s review of them is not directed toward a short-term decision to dispose of securities. However, AlpInvest closely monitors the Advisory Clients’ investments. The portfolios are formally reviewed periodically by the applicable investment team and the Chief Financial Officer, and the results of those reviews are discussed at least semi-annually by AlpInvest’s senior investment professionals. Reporting AlpInvest’s Advisory Clients and investors in Funds typically receive quarterly financial reports and audited annual reports. Any other reports to Advisory Clients and investors in a Fund or Separate Account are based on the terms of the applicable investment advisory agreement and/or partnership agreement (or similar organizational documents) of a Fund. For new Advisory Clients, a copy of this brochure is delivered prior to or at the time of entering into an advisory contract or closing on a new investor’s subscription to a Fund or Separate Account, to the extent required by the Advisers Act. Most existing Advisory Clients and their respective investors are notified electronically when updates to this brochure are available for their review, and a copy is posted to the respective investor reporting site. Certain Advisory Clients and their respective investors will receive a copy of this brochure via e-mail sent to their designated representative(s).
Item 15: Custody
Where required, AlpInvest uses unaffiliated, qualified, third-party custodians to hold the cash and securities of its Advisory Clients for which it has custody in a manner that it believes complies with applicable regulatory requirements, including SEC Staff guidance. For example, these qualified custodians maintain the client assets in a manner that segregates them from assets of other clients of the custodian. AlpInvest will not have physical custody of any assets of any Advisory Client other than certain privately offered securities to the extent permitted by the Advisers Act and SEC Staff guidance. Nevertheless, AlpInvest will generally be deemed to have custody of the assets of the Funds and Separate Accounts structured as “funds-of-one” as a result of its position as an affiliate of the general partner (or similar managing fiduciary) of each such Fund and Separate Account. With respect to its Advisory Clients, AlpInvest relies on an exception available to “pooled investment vehicles” from the reporting and surprise audit obligations imposed by the SEC’s custody rule by causing the Advisory Client’s financial statements to be audited annually by a recognized independent auditor registered with and subject to regular inspection by the Public Company Accounting Oversight Board. The audited financial statements are distributed to the respective investors in a Fund or Separate Account, typically within 180 days (or sooner if required) after the Advisory Client’s fiscal year end. With respect to Separate Accounts that are not treated as “pooled investment vehicles” and a qualified custodian holds cash and securities of such Advisory Client, the qualified custodian provides account statements to the Advisory Client (or independent representative). Advisory Clients should carefully review such statements and compare such statements to any account statements received from AlpInvest. In addition, in connection with the final liquidation of an Advisory Client, AlpInvest will cause the general partner of the Advisory Client to obtain a final audit and distribute the audited financial statements to such Advisory Client’s investors promptly after completion of the audit. Further, to the extent permitted by applicable law, and after considering certain factors like costs of continuing the Advisory Client (e.g., audit expenses), the general partner of an Advisory Client may determine to liquidate the Advisory Client prior to the receipt of tax receivables or other amounts, and if such amounts are received by such general partner (or an affiliate thereof) following the complete liquidation of an Advisory Client, such party will determine in good faith how to dispose of such amounts (e.g., escheat such amounts to the relevant investor(s) state(s), or donate such amounts to charity).
Item 16: Investment discretion
Typically, investment advice is provided directly to Advisory Clients, subject to the direction and control of AlpInvest, and not individually to the investors in any Funds or Separate Accounts. Services are provided to Advisory Clients in accordance with the applicable investment advisory agreement and/or partnership agreement (or similar organizational documents) for an Advisory Client. Investment restrictions for Advisory Clients are generally established in the applicable investment advisory agreement and/or partnership agreement (or similar organizational documents). In the case of a Fund or a Separate Account organized as a “fund-of-one,” an affiliate of AlpInvest will typically act as the general partner of such entity and exercise discretionary investment authority for such it. AlpInvest, in turn, is retained as investment adviser in order to provide advice with respect to the Fund’s or Separate Account’s investments. Generally, this discretion is subject only to the investment guidelines
set forth in the partnership agreement (or similar organizational documents) of the Fund or Separate Account, which generally expressly provide that the general partner has the authority to make all decisions concerning the investigation, evaluation, selection, negotiation, structuring, commitment to, monitoring of and disposition of investments. AlpInvest will, from time to time, provide certain investors in a Fund or an investor in a Separate Account with a veto or opt-out right in respect of certain investments, as set forth in the Fund’s limited partnership agreement, a Fund investor’s side letter agreement, or a Separate Account agreement, as the case may be. Due to the exercise of such opt-out or veto rights, there may be circumstances when investment actions made on behalf of certain discretionary Advisory Clients will differ from the investment recommendations provided to other discretionary Advisory Clients. Additionally, due to differing objectives, differing constraints, and/or differing investment opportunities available to discretionary and non-discretionary Advisory Clients, there may be circumstances when investment actions made on behalf of discretionary Advisory Clients differ from the investment recommendations provided to non-discretionary Advisory Clients. As discussed in Item 4, AlpInvest also provides non-discretionary advisory services.
Item 17: Voting client securities
AlpInvest has established written policies and procedures setting forth the principles and procedures by which AlpInvest votes or gives consent with respect to securities owned by Advisory Clients for which AlpInvest exercises voting authority and discretion. Most often, such voting authority is exercised in the context of providing investor consents or waivers requested by GPs to take an action (or refrain from taking an action) that is prohibited (or required) under the limited partnership agreement of an Underlying Fund (or related side letters), such as amending an Underlying Fund’s limited partnership agreement. The guiding principle by which AlpInvest exercises its voting authority on behalf of Advisory Clients is to vote in the best interests of such Advisory Client by taking into account the relevant Advisory Client’s investment horizon, the contractual obligations under the relevant advisory agreements or comparable documents, and all other relevant facts and circumstances at the time of the vote. AlpInvest reserves the right to abstain on any particular vote or otherwise withhold its vote or consent on any matter if, in the judgment of AlpInvest, the costs associated with exercising a vote outweigh the benefits to the relevant Advisory Client or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the relevant Advisory Client. Further, AlpInvest may be restricted or precluded from exercising any voting or consent rights on behalf of an Advisory Client in respect of a Primary Investment, Secondary Investment or Co-Investment because another Advisory Client holds an interest in the related GP. AlpInvest monitors all voting requests for any conflicts of interest, regardless of whether they are actual or perceived, including whether AlpInvest or any investment professional or other person recommending how to vote and/or AlpInvest’s affiliates and their clients have an interest in how the vote is exercised that may present a conflict of interest. Copies of relevant proxy logs, identifying how proxies were voted in connection with an Advisory Client and copies of proxy voting policies are available to any Advisory Client or Fund investor by writing to: AlpInvest US Holdings, One Vanderbilt Place, New York, New York 10017, Attn: Investor Relations.
Item 18: Financial information
Registered investment advisers are required to provide certain financial information or disclosures about their financial condition. At this time, AlpInvest is not aware of any financial condition that is reasonably
likely to impair its ability to meet its contractual obligations to its Advisory Clients. AlpInvest has not been the subject of any bankruptcy petitions, including in the past 10 years. Additional financial information is also available in current public filings with the SEC for the Public Company (see ir.carlyle.com).
Timeline
- Apr 30, 2014Founded AlpInvest US Holdings, LLC is founded2
Stakes it holds
AlpInvest US Holdings, LLC has told the SEC it owns more than 5% of 1 company, latest first (Schedules 13D and 13G).
- Carlyle Credit Solutions, Inc.SC 13D May 20, 20225
Sources
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