Background
AlpInvest is a private company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) organized under the laws of the Netherlands and is registered with the SEC as an
investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”).
AlpInvest also holds a license as an alternative investment fund manager (“AIFM”) from the Netherlands
Authority for Financial Markets pursuant to the European Union Alternative Investment Fund Managers
Directive (“AIFMD”). 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 US Holdings, LLC (“AlpInvest US”), separately provides investment advisory services to
funds and customized separate accounts (together with Advisory Clients, “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 US 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 by two large Dutch pension funds to provide a separate platform for their
respective private equity investment programs and has been investing in private equity since 2000. In 2011,
AlpInvest 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 US and its other affiliated investment advisory entities) operates
globally with offices in Amsterdam, New York, Singapore, and Hong Kong and has approximately 216
staff members, which includes professionals based in Carlyle offices in London and Tokyo who are
dedicated to AlpInvest.
As of December 31, 2023, AlpInvest managed approximately $38 billion of Advisory Client assets in total,
of which $35.3 billion was managed on a discretionary basis and $2.7 billion was managed on a non-
discretionary basis. AlpInvest (together with AlpInvest US and its other affiliated investment advisory
entities) managed approximately $76.5 billion of AlpInvest Client assets in total, of which $73.6 billion
was managed on a discretionary basis and $2.9 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 the case may be). 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’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 through separately registered investment advisers
Carlyle Investment Management L.L.C. (“CIM”) and Carlyle Global Credit Investment Management
L.L.C. (“CGCIM”), and several other Carlyle-affiliated investment advisers (including AlpInvest), across
three segments: (i) Global Private Equity, (ii) Global Credit, and (iii) Global Investment Solutions.
AlpInvest (together with AlpInvest US and its other affiliated investment advisory entities) is the private
equity arm of Carlyle’s Global Investment Solutions business segment (“Investment Solutions”). AlpInvest
carries out its investment operations independently of Carlyle and its affiliated entities; however, AlpInvest
shares or leverages certain operational functions and resources at Carlyle, such as corporate accounting,
human resources, marketing, investor relations, information technology, legal and compliance. Carlyle
maintains a one-way information barrier between Investment Solutions (which includes AlpInvest), on the
one hand, and the other business segments of Carlyle, on the other hand. The Investment Solutions
information barrier restricts the flow of certain non-public, commercially sensitive information from
Investment Solutions to the other Carlyle business segments, other than for certain limited exceptions.
While Carlyle maintains ultimate control over AlpInvest, the Firm’s senior management team continues to
exercise independent investment authority for its Advisory Clients without involvement by Carlyle.
Various entities affiliated with The Carlyle Group, Inc. (the “Public Company”) (Nasdaq: CG) directly and
indirectly own and control AlpInvest. Carlyle Group Management L.L.C., which is wholly-owned by
Carlyle’s founders and other senior Carlyle professionals, holds an irrevocable voting proxy from certain
senior Carlyle professionals and certain other stockholders of the Public Company that entitles Carlyle
Group Management L.L.C. to vote their shares of common stock of the Public Company until the earlier
of (i) such time as Carlyle Group Management L.L.C. ceases to have voting power over shares of common
stock representing at least 20% of the total voting power of all the then outstanding shares of capital stock
of the Public Company entitled to vote in the election of directors and (ii) January 1, 2025. As of December
31, 2023, Carlyle Group Management L.L.C. held voting power for approximately 41% of the Public
Company’s outstanding common stock. 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, John C. Redett, Carlyle’s Chief Financial Officer, Jeffrey W. Ferguson,
Carlyle’s General Counsel, and Christopher Finn, Carlyle’s Chief Operating Officer, 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 within Investment Solutions. AlpInvest may also act as a sub-advisor to an
advisory client 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.