Carlyle AlpInvest Private Markets Fund

06/09/2025 | Press release | Distributed by Public on 06/09/2025 08:14

Amendment to Annual Report by Investment Company (Form N-CSR/A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number 811-23805
Carlyle AlpInvest Private Markets Fund
(Exact Name of Registrant as Specified In Its Charter)
One Vanderbilt Avenue, Suite 3400
New York, New York 10017
(Address of principal executive offices) (Zip Code)
Cameron Fairall
AlpInvest Private Equity Investment Management, LLC
One Vanderbilt Avenue, Suite 3400
New York, New York 10017
(Name and address of agent for service)
Copy to:
Michael G. Doherty
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036
Gregory C. Davis
Ropes & Gray LLP
Three Embarcadero Center
San Francisco, CA 94111
Registrant's telephone number, including area code: (646) 735-4293
Date of fiscal year end: March 31
Date of reporting period: March 31, 2025
Explanatory Note:
The Registrant is filing this amendment to its Form N-CSR for the year ended March 31, 2025 originally filed with
the U.S. Securities and Exchange Commission on June 2, 2025. The purpose of this amendment is to update Item 4
to include information for fiscal year ended March 31, 2024, and to clarify that certain information required by Items
2 through 19 of Form N-CSR is not applicable to the Fund. For the convenience of the reader, the Fund is refiling its
entire report on Form N-CSR for the year ended March 31, 2025 by means of this amended Form N-CSR.
Item 1.
Reports to Shareholders.
3
Table of Contents
Section
Page
Shareholder Letter
4
Report of Independent Registered Public Accounting Firm
5
Fund Performance
6
Consolidated Schedule of Investments
7
Consolidated Statement of Assets and Liabilities
18
Consolidated Statement of Operations
20
Consolidated Statements of Changes in Net Assets
21
Consolidated Statement of Cash Flows
23
Consolidated Financial Highlights
25
Notes to Consolidated Financial Statements
28
Dividend Reinvestment Plan
43
Management of the Fund
44
Privacy Policy
45
Federal Income Tax Information
46
Additional Information
47
4
CARLYLE ALPINVEST PRIVATE MARKETS FUND
SHAREHOLDER LETTER
Overview
The Carlyle AlpInvest Private Markets Fund ("CAPM" or the "Fund") seeks to provide immediate and streamlined
access to the global private equity buyout market by strategically allocating to secondary, co-investment, and
primary fund opportunities. CAPM seeks long-term capital appreciation and leverages the $89 billion Carlyle
AlpInvest platform to provide access to private equity markets. The Fund is expected to generally invest alongside
the firm's institutional commingled funds.
Performance of the Fund
CAPM has generated a total return of 42.35% since its inception in January 2023, including 17.51% for calendar
year 2023, 16.37% for calendar 2024 and 4.10% for the first quarter of 2025. The Fund's performance since
inception has been driven by appreciation across each of its underlying investment strategies, including capturing
discount in certain secondary LP portfolio transactions and operational value creation in GP centered secondaries,
direct equity co-investments and the primary fund portfolio.
Investment Environment and Portfolio Development
CAPM's investment strategy has focused on acquiring high-quality assets that we believe have differentiated
business models. In navigating a dynamic market environment, we have placed particular importance on investing
with top-tier managers with proven track records in different parts of the business cycle and with a preference for
service focused companies. A key reason for this emphasis has been the resiliency of such managers and companies
in previous cycles. At the same time, the middle market has been prioritized, given its comparatively lower reliance
on financial leverage and the IPO market for exit. With market dynamics expected to remain similar in the
foreseeable future, we anticipate our approach to remain consistent in the coming quarters.
Portfolio construction has played an important role in the design of the fund. We believe the portfolio to be well
diversified across multiple dimensions, including industry, geography, deal size, GP exposure and individual
company exposure. The fund is also diversified across underlying investment strategies with allocations of 28% to
secondary LP transactions, 33% to secondary GP centered transactions, 33% to direct equity co-investments and 6%
to primary funds as of March 31, 2025.
CAPM's portfolio has developed in-line with our portfolio construction objectives. The Fund comprised over 100
transactions including exposure to 85 different private equity managers and over 2,000 individual underlying
portfolio companies as of March 31, 2025. The portfolio was approximately 75% weighted to the U.S. market with
a core focus on middle-market buyout transactions.
Looking forward, we will continue to leverage the investment expertise across the Carlyle AlpInvest platform to
build a portfolio with the potential to achieve robust returns. We will continue to maintain a rigorous and disciplined
investment approach focused on what we consider to be high-quality GPs and assets across secondaries, co-
investments and primary fund investments.
5
CARLYLE ALPINVEST PRIVATE MARKETS FUND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Trustees of Carlyle AlpInvest Private Markets Fund
Opinion on the Financial Statements
We have audited the accompanying consolidated statement of assets and liabilities of Carlyle AlpInvest Private
Markets Fund (the "Fund"), including the consolidated schedule of investments, as of March 31, 2025, and the
related consolidated statements of operations and cash flows for the year then ended, the consolidated
statements of changes in net assets and the consolidated financial highlights for each of the two years in the
period then ended, and the consolidated financial highlights for the period from January 3, 2023
(Commencement of Operations) to March 31, 2023, and the related notes (collectively referred to as the
"financial statements").
In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position
of the Fund at March 31, 2025, the consolidated results of its operations and its cash flows for the year then
ended, the consolidated changes in its net assets and its consolidated financial highlights for each of the two
years in the period then ended, and its consolidated financial highlights for the period from January 3, 2023
(Commencement of Operations) to March 31, 2023, in conformity with U.S. generally accepted accounting
principles.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an
opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with
the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be
independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged
to perform, an audit of the Fund's internal control over financial reporting. As part of our audits, we are required
to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an
opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no
such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our procedures included confirmation of investments owned as of March 31, 2025, by
correspondence directly with custodians, third-party managers, management of the underlying funds, and loan
agents, as applicable; when replies were not received from the custodians, third-party managers, management
of the underlying funds, and loan agents, we performed other auditing procedures. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable
basis for our opinion.
We have served as the Fund's auditor since 2022.
New York, NY
May 30, 2025
6
CARLYLE ALPINVEST PRIVATE MARKETS FUND
FUND PERFORMANCE
Performance of a $50,000 Investment
This graph compares a hypothetical $50,000 investment in the Fund's Class I shares, made at inception, with similar
investments in the MSCI World Index. The Fund's Class I shares results include reinvestment of all dividends and
capital gains. The MSCI World Index does not reflect expenses, fees, or sales charges, which would reduce index
performance.
The MSCI World Index represents large and mid-cap equity performance across ~23 developed markets countries,
covering approximately 85% of the free float-adjusted market capitalization in each. The index is unmanaged and is
not available for investment. The index performance shown is not intended to be indicative of the Fund's investment
strategies, portfolio components or past or future performance.
Returns for the periods ended March 31, 2025 were as follows:
Average Annual Total Returns
1 Year
Since Inception*
Class I
21.74%
17.09%
MSCI World Index
7.53%
18.38%
* Commencement of operations for the Fund was January 3, 2023 following the reorganization of AlpInvest Seed
Fund, L.P. with and into the Fund.
Performance results may include adjustments made for financial reporting purposes in accordance with U.S.
generally accepted accounting principles. Past performance is not an indication of future results.
7
CARLYLE ALPINVEST PRIVATE MARKETS FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2025
Broadly Syndicated Loans (1.1%)
Reference Rate & Spread (1)
Maturity Date
Par / Principal
Amount
Amortized Cost
Fair Value (2)
First Lien (1.1%)
Europe (0.1%)
Anticimex Global AB
SOFR 3M + 3.15%
11/16/2028
$244,318
$243,692
$243,524
Belron Finance 2019, LLC
SOFR 3M + 2.75%
10/16/2031
248,750
248,162
247,974
Chrysaor Bidco S.a r.l. (TLB)
SOFR 1M + 3.50%
10/30/2031
232,202
232,202
232,328
Chrysaor Bidco S.a r.l. (DTL)
SOFR 1M + 3.50%
5/14/2031
17,216
17,216
17,225
Flutter Entertainment
SOFR 3M + 1.75%
11/30/2030
248,741
248,741
247,095
Grifols, S.A.
SOFR 3M + 2.00%
11/15/2027
170,209
168,437
168,380
Hyperion Insurance (HIG Finance)
SOFR 1M + 3.50%
4/18/2030
198,985
199,678
198,682
Jazz Pharmaceuticals Public Limited Company
SOFR 1M + 2.25%
5/5/2028
178,588
178,588
178,454
Minimax (MX Mercury)
SOFR 1M + 2.25%
2/19/2032
250,000
250,000
249,063
Nouryon Fin B.V.
SOFR 3M + 3.25%
4/3/2028
142,769
142,769
142,234
Peer Holding B.V.
SOFR 3M + 3.00%
7/1/2031
249,375
249,375
248,689
ThyssenKrupp Elevator (Vertical Midco)
SOFR 1M + 3.50%
4/30/2030
246,891
246,356
246,054
Total Europe
$2,428,044
$2,425,216
$2,419,702
North America (1.0%)
Advisor Group (OSAIC)
SOFR 1M + 3.50%
8/17/2028
$246,232
$246,232
$244,196
Agiliti Health, Inc.
SOFR 3M + 3.00%
5/1/2030
247,487
245,873
232,844
AlixPartners, LLC
SOFR 1M + 2.50%
2/4/2028
244,274
244,462
244,003
Allied Universal Holdco, LLC
SOFR 1M + 3.75%
5/12/2028
99,485
98,934
99,318
Alterra Mountain Company
SOFR 1M + 2.75%
8/17/2028
245,603
245,603
244,989
American Airlines, Inc.
SOFR 1M + 2.25%
2/15/2028
245,000
245,000
240,835
AmWINS Group, Inc.
SOFR 1M + 2.25%
1/23/2032
99,750
99,996
98,873
APi Group (J2 Acquisition)
SOFR 1M + 1.75%
1/3/2029
238,925
238,925
238,001
Ascensus Group Holdings, Inc.
SOFR 1M + 3.00%
8/2/2028
199,471
199,471
197,788
Atlantic Aviation, Inc.
SOFR 1M + 2.50%
9/23/2031
244,337
244,337
242,275
BCPE Pequod Buyer, Inc.
SOFR 1M + 3.50%
11/25/2031
150,000
149,646
149,411
Beacon Roofing Supply, Inc.
SOFR 1M + 2.00%
5/19/2028
246,875
246,875
246,490
Berlin Packaging, LLC
SOFR 1M + 3.50%
6/7/2031
199,001
199,001
198,155
Blackstone CQP Holdco L.P.
SOFR 3M + 2.00%
12/31/2030
250,000
250,000
249,158
BroadStreet Partners, Inc.
SOFR 1M + 3.00%
5/9/2031
493,061
492,781
488,352
Buyer's Edge Company, Inc.
SOFR 1M + 3.25%
4/25/2031
248,128
248,128
248,128
Chamberlain Group
SOFR 1M + 3.35%
11/3/2028
199,485
198,490
197,448
Clipper Acquisitions Corporation
SOFR 1M + 1.75%
3/3/2028
113,750
113,309
113,181
Clydesdale Acquisition Holdings, Inc. (TLB)
SOFR 1M + 3.25%
4/1/2032
196,564
195,090
195,418
Clydesdale Acquisition Holdings, Inc. (DTL)
SOFR 1M + 3.25%
4/1/2032
3,436
3,410
3,416
8
CARLYLE ALPINVEST PRIVATE MARKETS FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2025
Broadly Syndicated Loans (1.1%)
Reference Rate & Spread (1)
Maturity Date
Par / Principal
Amount
Amortized Cost
Fair Value (2)
Concentra Health Services, Inc.
SOFR 1M + 2.00%
7/25/2031
249,375
249,375
248,752
Cotiviti Holdings, Inc.
SOFR 1M + 2.75%
5/1/2031
247,506
246,416
241,937
Covanta Holding Corporation (TLB)
SOFR 1M + 2.25%
11/30/2028
182,229
182,229
181,644
Covanta Holding Corporation (TLC)
SOFR 1M + 2.25%
11/30/2028
14,035
14,035
13,990
DaVita, Inc.
SOFR 1M + 2.00%
5/9/2031
199,000
198,110
198,610
DRW Holdings, LLC
SOFR 3M + 3.50%
6/26/2031
250,000
249,430
248,908
EMRLD Borrower L.P.
SOFR 6M + 2.50%
5/31/2030
198,492
198,267
196,373
Entain (GVC)
SOFR 3M + 2.75%
10/31/2029
248,125
247,860
248,202
Epicor Software Corporation
SOFR 1M + 2.75%
5/30/2031
301,819
301,819
300,808
ExamWorks, Inc.
SOFR 1M + 2.75%
11/1/2028
196,474
196,307
195,971
FB Income Advisor, LLC
SOFR 1M + 2.25%
4/18/2031
297,750
297,084
297,006
First Advantage Corporation
SOFR 1M + 3.25%
9/19/2031
199,500
199,500
198,129
First Eagle Management, LLC
SOFR 3M + 3.00%
3/5/2029
247,500
244,059
247,228
Fleetcor Technologies Operating Company, LLC
SOFR 1M + 1.75%
4/28/2028
248,752
249,604
247,896
Froneri International, Ltd.
SOFR 1M + 2.00%
9/17/2031
270,064
270,064
268,049
Grant Thornton Advisors, LLC
SOFR 3M + 2.75%
6/2/2031
248,752
248,752
247,274
Grosvenor Cap Mgmt Holdings, LLLP
SOFR 1M + 2.25%
2/25/2030
204,443
204,443
204,341
GTCR Everest Borrower, LLC
SOFR 3M + 3.00%
9/5/2031
249,375
248,796
247,427
Hamilton Projects Acquiror, LLC
SOFR 1M + 3.00%
5/31/2031
240,500
239,955
239,973
Hudson River Trading, LLC
SOFR 1M + 3.00%
10/31/2030
195,455
195,455
194,967
Icon Parent I, Inc.
SOFR 3M + 3.00%
9/12/2031
400,000
398,293
396,656
Jane Street Group, LLC
SOFR 3M + 2.00%
12/11/2031
244,260
244,260
241,182
Johnstone Supply
SOFR 1M + 2.50%
6/9/2031
248,750
248,750
246,496
June Purchaser, LLC (TLB)
SOFR 3M + 3.25%
11/28/2031
171,429
170,594
171,509
June Purchaser, LLC (DTL)
SOFR 3M + 3.25%
9/11/2031
28,571
28,429
28,585
Madison IAQ, LLC
SOFR 1M + 3.25%
3/29/2032
200,000
198,000
198,000
Maravai Intermediate Holdings, LLC
SOFR 3M + 3.00%
10/19/2027
138,480
138,582
133,634
Mavis Tire Express Services Corporation
SOFR 1M + 3.00%
5/4/2028
200,000
199,750
198,526
Medline Borrower, L.P.
SOFR 1M + 2.25%
10/23/2028
267,131
267,131
266,519
MeridianLink, Inc.
SOFR 3M + 2.75%
11/10/2028
247,500
247,500
247,809
Mitchell International, Inc.
SOFR 1M + 3.25%
6/17/2031
149,250
147,488
147,328
MyEyeDr
SOFR 1M + 3.50%
4/15/2031
248,750
248,750
248,193
NAB Holdings, LLC
SOFR 3M + 2.50%
11/23/2028
268,813
268,813
266,461
NRG Energy, Inc.
SOFR 3M + 1.75%
4/16/2031
247,500
246,953
246,842
OneDigital Borrower, LLC
SOFR 1M + 3.00%
7/2/2031
198,998
198,998
197,509
Organon & Co.
SOFR 1M + 2.25%
5/19/2031
498,790
498,790
491,308
Osmosis Buyer Limited
SOFR 1M + 3.00%
7/31/2028
245,616
245,616
243,093
Parexel International Corporation
SOFR 1M + 2.50%
11/15/2028
234,891
234,891
234,236
9
CARLYLE ALPINVEST PRIVATE MARKETS FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2025
Broadly Syndicated Loans (1.1%)
Reference Rate & Spread (1)
Maturity Date
Par / Principal
Amount
Amortized Cost
Fair Value (2)
Plano Holdco, Inc.
SOFR 3M + 3.50%
10/2/2031
250,000
248,820
248,750
Power Solutions (Clarios Global, L.P.)
SOFR 1M + 2.75%
1/15/2032
300,000
299,632
295,125
Project Boost Purchaser, LLC
SOFR 3M + 3.00%
7/16/2031
199,500
199,001
198,221
Proofpoint, Inc.
SOFR 1M + 3.00%
8/31/2028
244,375
244,375
243,383
Quikrete Holdings, Inc.
SOFR 1M + 2.25%
2/10/2032
250,000
249,385
246,938
RealPage, Inc.
SOFR 3M + 3.26%
4/24/2028
195,443
192,935
192,635
Savage Enterprises, LLC
SOFR 1M + 2.75%
9/15/2028
248,728
248,728
248,071
Sedgwick Claims Management Services, Inc.
SOFR 3M + 3.00%
7/31/2031
223,875
223,575
223,035
Signature Aviation
SOFR 1M + 2.75%
7/1/2031
244,703
244,505
243,105
Starwood Property Mortgage, LLC
SOFR 1M + 2.25%
12/12/2029
249,375
248,777
248,285
The Baldwin Insurance Group Holdings, LLC
SOFR 1M + 3.00%
5/26/2031
206,572
206,572
205,798
The Dun & Bradstreet Corporation
SOFR 1M + 2.25%
1/18/2029
245,006
245,006
244,355
The Ultimate Software Group, Inc.
SOFR 3M + 3.00%
2/10/2031
299,247
299,246
298,453
Titan
SOFR 1M + 3.00%
6/14/2030
100,000
99,752
99,375
Trans Union
SOFR 1M + 1.75%
6/24/2031
189,739
189,739
189,048
TransDigm, Inc.
SOFR 3M + 2.50%
2/28/2031
238,797
238,517
237,314
United Pacific
SOFR 3M + 3.75%
7/9/2031
248,750
248,179
247,663
Valvoline, Inc.
SOFR 1M + 2.00%
3/19/2032
200,000
199,002
199,750
Vertiv Group Corporation
SOFR 1M + 1.75%
3/2/2027
248,750
248,750
247,986
Vistra Energy Corporation
SOFR 1M + 1.75%
12/20/2030
244,777
244,777
243,833
Vistra Zero Operating Company, LLC
SOFR 1M + 2.00%
4/30/2031
248,750
247,649
239,656
White Cap Supply Holdings, LLC
SOFR 1M + 3.25%
10/19/2029
249,375
248,250
241,360
WhiteWater DBR Holdco LLC
SOFR 1M + 2.25%
3/3/2031
199,001
199,489
198,005
Zelis Cost Management Buyer, Inc.
SOFR 1M + 2.75%
9/28/2029
248,744
249,030
246,947
Total North America
$18,512,246
$18,482,402
$18,370,741
Rest of World (0.0%)
Ardonagh Midco 3 Limited
SOFR 6M + 2.50%
2/15/2031
$225,000
$223,980
$221,906
Total Rest of World
$225,000
$223,980
$221,906
Total First Lien
$21,165,290
$21,131,598
$21,012,349
Total Broadly Syndicated Loans
$21,165,290
$21,131,598
$21,012,349
Private Equity Investments (93.9%)
Footnotes
Acquisition Date
Cost Value
Fair Value (2)
Direct Investments (30.5%)
(3)(8)(10)
Common Stocks (24.0%)
Europe (6.9%)
10
CARLYLE ALPINVEST PRIVATE MARKETS FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2025
Private Equity Investments (93.9%)
Footnotes
Acquisition Date
Cost Value
Fair Value (2)
ACTE II Grand Co-Invest, L.P.
(6)
8/14/2024
$11,161,253
$11,112,344
Astorg VIII Co-Invest Corden
(4)
8/1/2022
9,355,479
13,409,274
Aurelia Co-Invest SCSp
(6)
5/14/2024
10,139,079
14,477,661
Cinven Isabella, L.P.
(6)
11/26/2024
13,982,612
14,359,390
Cinven Pegasus Limited Partnership
(6)
10/2/2024
8,242,275
7,932,749
Delta Opportunities, L.P.
(6)
3/21/2025
6,527,926
6,382,082
ECI 12 E, L.P.
(6)
1/16/2025
229,533
-
Everest Co-Investment, L.P.
(6)
3/19/2025
10,986,616
10,759,053
HPM Sub-Pooling S.à r.l.
(6)
9/5/2024
504,693
169,999
Indigo Acquisition Holding B.V.
(6)
9/6/2024
1,012,959
477,966
Menrva Co-investment, L.P.
(6)
3/12/2025
15,915,861
15,881,000
PP Food Technologies HoldCo S.p.A
(6)
10/16/2024
8,187,821
8,108,985
PSC Tiger, L.P.
(6)
9/4/2024
3,141,125
3,409,985
SEP EIGER Aggregator, L.P.
(4)
4/25/2022
123,172
-
TSO III Project Olympus Co-Invest, L.P.
(6)
10/23/2024
8,867,089
9,299,757
Vantage RC Holding B.V.
(6)
2/27/2025
12,964,197
13,467,402
Total Europe
$121,341,690
$129,247,647
North America (16.0%)
AHR Parent Holdings, L.P.
(4)
8/3/2022
$129,178
$5,015,757
BarBri Topco L.P.
(6)
12/19/2024
16,071,000
17,594,237
BCPE Polymath Investor, L.P.
(6)
9/25/2024
7,482,096
7,480,153
BCPE Virginia Investor, L.P.
(6)
12/13/2023
5,007,014
5,750,000
BharCap Babylon Acquisition, L.P.
(6)
3/8/2024
7,413,147
8,908,483
BSP-FL Intermediate Inc.
(6)
12/5/2024
12,500,000
12,500,000
Cascade Equity Holding, LLC
(6)
12/27/2024
7,500,000
7,500,000
Cetera Financial Group
(6)
12/18/2023
4,274,216
5,259,345
Corsair Amore Investors, L.P.
(4)
5/25/2022
1,794,269
-
CSC Riviera Co‐Invest, L.P.
(6)
1/30/2025
16,699,773
16,667,000
CSC Tau Co‐Invest Aggregator, L.P.
(6)
1/30/2025
7,153,691
7,143,000
EQT X Co-Investment (A) SCSP
(6)
7/2/2024
10,544,112
11,164,488
GTCR (W-2) Investors L.P.
(6)
1/29/2024
9,605,764
11,966,503
Gula Co-Invest II, L.P.
(6)
10/23/2024
13,410,412
13,333,000
KKR Icon Co-Invest L.P.
(6)
11/13/2024
17,857,000
17,857,000
LM Carpenter Co-Invest-A I L.P.
(6)
12/27/2024
6,210,656
6,153,750
Magnesium Co-Invest SCSp
(4)
5/6/2022
9,454,920
11,865,570
MidOcean Partners QT Co-Invest, L.P.
(6)
8/20/2024
7,068,670
7,489,239
MOP-Arnott Holdings, L.P.
(6)
11/12/2024
2,778,000
2,778,000
NCP MSI Co-Invest, L.P.
(6)
3/20/2025
5,100,307
5,084,666
NS UI A, LLC
(6)
12/27/2024
9,002,973
8,980,183
11
CARLYLE ALPINVEST PRIVATE MARKETS FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2025
Private Equity Investments (93.9%)
Footnotes
Acquisition Date
Cost Value
Fair Value (2)
OEP VIII Project Greenheart Co-investment Partners, L.P.
(4)
10/17/2022
8,098,536
10,985,932
Oscar Holdings, L.P.
(4)
4/27/2022
4,356,463
6,190,704
PC Key Data Holdings, L.P.
(6)
9/20/2024
7,648,502
7,500,000
Plano Co-investment II, L.P.
(6)
9/27/2024
8,228,324
8,167,000
PRETZEL CO-INVEST, L.P.
(6)
12/19/2024
15,989,079
15,823,000
Quad-C Synoptek Holdings, LLC
(5)
8/12/2022
4,228,730
3,050,000
RCR Equity, L.P.
(6)
4/23/2024
56,000
414,882
Rocket Co-Invest, SLP
(6)
3/20/2024
6,744,854
8,003,415
SCP FCA Investments, LLC
(5)
6/7/2024
31,285
-
Sentinel NSI Co-Invest, L.P.
(6)
1/31/2025
5,234,103
5,230,874
SEP Hero Co-Invest I-A, L.P.
(6)
11/1/2024
7,758,311
7,753,000
SkyKnight Financial Holdings, L.P.
(6)
12/24/2024
7,806,379
7,780,149
SkyKnight Insurance Holdings, L.P.
(6)
11/13/2023
2,029,690
2,024,223
STG AV, L.P.
(6)
11/1/2023
5,006,967
5,000,000
Trivest Bright Co-Invest, L.P.
(6)
4/16/2024
7,817,375
5,207,917
Truelink Voltron A, L.P.
(6)
12/27/2024
5,000,000
5,000,000
Victors CCC Aggregator L.P.
(4)
5/31/2022
2,992,681
4,169,446
Webster Cascade Aggregator II, L.P.
(4)
12/21/2022
3,704,247
538,137
Webster Oceans Co-Investment Fund, L.P.
(4)
1/31/2022
3,817,928
6,303,350
WPP Fairway Aggregator B, L.P.
(4)
9/30/2022
107,797
365,600
Total North America
$283,714,449
$299,998,003
Rest of World (1.1%)
Habit Health
(6)
7/25/2024
$5,087,656
$4,784,803
KKR Sirius Co-Invest, L.P.
(6)
8/30/2024
10,598,584
10,360,683
Mason Stevens Co Investment Trust
(6)
3/26/2025
4,830,795
4,748,471
Total Rest of World
$20,517,035
$19,893,957
Total Common Stocks
$425,573,174
$449,139,607
Convertible Preferred Stocks (0.2%)
North America (0.2%)
Webster Cascade Aggregator, L.P.
(4)
12/21/2022
$6,431,818
$3,849,970
Total North America
$6,431,818
$3,849,970
Total Convertible Preferred Stocks
$6,431,818
$3,849,970
Preferred Stocks (5.9%)
Europe (1.4%)
ECI 12 E, L.P.
(6)
1/16/2025
$9,346,370
$9,886,997
HPM Sub-Pooling S.à r.l.
(6)
9/5/2024
4,808,312
5,021,914
12
CARLYLE ALPINVEST PRIVATE MARKETS FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2025
Private Equity Investments (93.9%)
Footnotes
Acquisition Date
Cost Value
Fair Value (2)
Indigo Acquisition Holding B.V.
(6)
9/6/2024
9,003,611
9,252,815
SEP EIGER Aggregator, L.P.
(4)
4/25/2022
1,968,258
2,134,620
Total Europe
$25,126,551
$26,296,346
North America (4.5%)
AHR Parent Holdings, L.P.
(4)
8/3/2022
$7,920,000
$9,786,694
Corsair Amore Investors, L.P.
(4)
5/25/2022
184,283
483,597
GPS Co-Invest (IGI III)-A Feeder, L.P.
(6)
11/27/2024
16,667,000
17,448,289
LJ Shield Co-Invest, L.P.
(6)
6/13/2024
9,853,503
12,387,803
RCR Equity, L.P.
(6)
4/23/2024
5,544,000
5,959,572
SCP FCA Investments, LLC
(5)
6/7/2024
7,550,000
12,149,378
VFF IV Co-Invest 4-C, L.P.
(6)
11/22/2024
15,823,000
15,786,536
WPP Fairway Aggregator B, L.P.
(4)
9/30/2022
7,309,839
9,287,548
Total North America
$70,851,625
$83,289,417
Total Preferred Stocks
$95,978,176
$109,585,763
Shareholder Loans (0.2%)
Europe (0.2%)
ECI 12 E, L.P.
(6)
1/16/2025
$2,789,308
$3,018,947
Total Europe
$2,789,308
$3,018,947
Total Shareholder Loans
$2,789,308
$3,018,947
Warrants (0.2%)
North America (0.2%)
GPS Co-Invest (IGI III)-A Feeder, L.P.
(6)
11/27/2024
$-
$4,575,733
Total North America
$-
$4,575,733
Total Warrants
$-
$4,575,733
Total Direct Investments
$530,772,476
$570,170,020
Primary Investments (5.9%)
(3)(7)(8)(10)
Europe (0.5%)
Advent International GPE X-D SCSp
(4)
1/31/2022
$2,576,697
$3,113,433
PSG Europe (Lux) II S.C.Sp.
(4)
3/1/2022
1,311,223
1,710,376
TowerBrook Investors VI (892), L.P.
(6)
6/27/2024
3,482,668
3,700,109
Total Europe
$7,370,588
$8,523,918
North America (5.4%)
BharCap Partners II-B, L.P.
(6)
12/18/2024
$10,728,175
$12,083,155
CenterOak Equity Fund III-EF, L.P.
(6)
6/14/2024
5,104
(305,821)
Francisco Partners VII-A, L.P.
(4)
2/15/2022
1,568,877
1,579,093
13
CARLYLE ALPINVEST PRIVATE MARKETS FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2025
Private Equity Investments (93.9%)
Footnotes
Acquisition Date
Cost Value
Fair Value (2)
Lee Equity Partners Fund IV(A), L.P.
(6)
6/28/2024
2,771,987
2,329,265
Nautic Partners XI, L.P.
(6)
6/21/2024
12,888
(68,956)
OceanSound Partners Fund II (A), L.P.
(6)
7/2/2024
6,535,179
8,167,208
One Equity Partners VIII-A, L.P.
(4)
2/15/2022
8,777,325
12,565,621
Sole Source Capital III
(6)
3/31/2025
-
-
Trivest Growth Investment Fund III-A, L.P.
(6)
9/12/2024
7,353
(18,407)
Truelink Capital I-A, L.P.
(6)
6/7/2024
11,793,698
14,740,157
Valeas Capital Partners Fund I-A L.P.
(6)
8/30/2024
23,464,671
41,853,115
Webster Capital V, L.P.
(4)
6/30/2022
7,463,644
8,943,560
Total North America
$73,128,901
$101,867,990
Total Primary Investments
$80,499,489
$110,391,908
Secondary Investments (57.5%)
(3)(7)(8)(10)
Europe (10.8%)
Advent Global Technology
(5)
3/31/2025
$2,159,675
$2,564,243
Advent Global Technology II
(5)
3/31/2025
3,105,596
3,295,804
Advent International GPE IX
(5)
3/31/2025
11,986,264
12,396,063
Advent International GPE IX (EUR)
(5)
12/31/2023
1,008,950
1,201,292
Advent International GPE VIII
(5)
3/31/2025
2,961,169
3,157,574
Advent International GPE X
(5)
3/31/2025
6,038,297
6,352,886
Barley (No.1) Limited Partnership
(6)
4/17/2024
2,457,374
2,100,634
Barley Institutional Co-Invest Limited Partnership
(6)
4/17/2024
350,980
305,900
Bridgepoint Europe VI
(5)
12/31/2023
1,011,132
1,375,244
Bridgepoint Europe VII
(6)
1/31/2024
208,908
222,683
CVC Capital Partners Strategic Opportunities II
(5)
12/31/2023
960,836
1,145,286
CVC Capital Partners VI
(5)
12/31/2023
235,313
309,859
CVC Capital Partners VII
(5)
12/31/2023
350,305
459,181
CVC Capital Partners VIII
(5)
12/31/2023
657,360
642,127
CVC Capital Partners VIII (A) L.P.
(5)
12/31/2024
36,751,856
37,781,439
DPE Continuation Fund I geschlossene Spezial-Investment GmbH & Co. KG
(4)
9/19/2022
12,181,959
15,616,841
Elysium Acquisition L.P.
(6)
12/2/2024
30,440,806
36,417,613
Equistone SP I SCSp
(4)
6/23/2022
4,834,796
6,423,716
Gamma Co-invest, L.P.
(6)
6/28/2024
4,153,404
4,196,260
IK SC Strategic Opportunities I Fund
(6)
4/4/2024
13,078,582
16,867,437
TowerBrook Investors V
(6)
6/28/2024
32,124,675
49,903,343
Total Europe
$167,058,237
$202,735,425
North America (45.6%)
Apollo Overseas Partners (Delaware 892) IX, L.P.
(4)
3/31/2022
$6,818,294
$7,010,803
Apollo Overseas Partners (Delaware 892) X, L.P.
(4)
7/21/2022
179,805
184,758
14
CARLYLE ALPINVEST PRIVATE MARKETS FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2025
Private Equity Investments (93.9%)
Footnotes
Acquisition Date
Cost Value
Fair Value (2)
Audax Private Equity Fund VI
(5)
12/31/2023
748,242
786,370
Bain Capital Beacon Holdings, L.P.
(6)
3/14/2025
88,857,117
87,316,215
CB Offshore CF I, Limited Partnership
(6)
12/10/2024
51,646,599
105,953,236
CF24XB SCSp
(6)
3/19/2025
30,000,000
55,359,152
Clayton, Dubilier & Rice Fund XI, L.P.
(5)
6/30/2023
23,720,809
25,649,861
Excellere Partners III
(6)
3/31/2024
5,993,938
9,793,643
Excellere Partners IV
(6)
3/31/2024
7,204,509
10,804,756
Frontier Opportunity Fund A
(5)
12/31/2023
178,652
253,120
GA Continuity Fund II, L.P.
(6)
3/4/2025
68,151,776
95,723,752
GA Continuity I (AM) Fund
(5)
6/30/2023
129,853
226,175
GA Continuity I (HG) Fund
(5)
6/30/2023
233,727
374,472
GA Continuity I (SNF) Fund
(5)
6/30/2023
156,413
178,133
Green Equity Investors Side CF III - C, L.P.
(6)
12/4/2023
8,298,379
10,356,651
Green Equity Investors VIII, L.P.
(5)
12/31/2024
17,321,970
21,568,445
Hellman & Friedman Capital Partners IX
(5)
12/31/2023
897,849
1,095,566
Hellman & Friedman Capital Partners X
(5)
12/31/2023
467,925
469,404
Investcorp North American Private Equity Parallel Fund I, L.P.
(4)
2/17/2023
3,631,402
4,605,218
Investcorp North American Private Equity Realization Fund 2022, L.P.
(4)
2/17/2023
8,559,317
12,112,223
Kinderhook GME Equity
(6)
6/14/2024
404,219
406,440
Kinderhook PMQ Reinvestment Fund V-A, L.P.
(4)
3/3/2022
4,337,766
7,011,822
Kinderhook Reinvestment Fund IV2, L.P.
(6)
11/13/2023
9,412,534
9,793,481
Lindsay Goldberg V L.P.
(5)(9)
12/31/2024
15,837,771
15,995,216
Littlejohn Fund V, L.P.
(4)
3/31/2022
2,343,193
1,546,825
Littlejohn Fund VI
(4)
12/31/2022
2,887,462
3,106,823
Littlejohn Fund VI
(5)
12/31/2023
728,808
957,431
Littlejohn Fund VI-A, L.P.
(4)
3/31/2022
3,639,664
3,839,266
Madison Dearborn Capital Partners VIII, L.P.
(5)
12/31/2024
39,900,432
44,276,601
Manulife PE Partners II Cayman, L.P.
(6)
6/1/2024
79,765,325
96,884,189
New Mountain Partners VI, L.P.
(5)
12/31/2024
20,552,061
26,319,068
Norwest Equity Partners IX, L.P.
(5)
9/30/2023
3,626,467
6,068,486
Norwest Equity Partners X, L.P.
(5)
9/30/2023
5,805,396
11,516,557
Norwest Equity Partners XI, L.P.
(5)
9/30/2023
2,738,339
2,514,575
Odyssey Investment Partners Fund V
(4)
12/31/2022
989,838
672,185
Odyssey Investment Partners Fund VI
(4)
12/31/2022
1,697,639
2,088,800
OEP Neptune Fund I, SCSP
(4)
4/24/2023
10,079,310
13,005,416
One Equity Partners VI
(5)(9)
12/31/2023
50,202
150,925
One Equity Partners VII
(5)
12/31/2023
541,174
481,923
One Equity Partners VIII
(5)
12/31/2023
641,760
799,785
Quad-C Partners IX, L.P.
(5)
12/31/2022
1,377,229
1,612,034
15
CARLYLE ALPINVEST PRIVATE MARKETS FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2025
Private Equity Investments (93.9%)
Footnotes
Acquisition Date
Cost Value
Fair Value (2)
Quad-C Partners X, L.P.
(4)
12/31/2022
1,451,944
1,706,347
Roark Capital Partners CF L.P.
(4)
8/17/2022
5,784,902
7,633,092
Sentinel MCA AV, L.P.
(6)
10/13/2023
2,366,894
2,719,234
TA Associates XIII
(5)
12/31/2023
343,131
428,386
TA Associates XIV
(5)
12/31/2023
369,502
350,439
The Resolute III Continuation Fund, L.P.
(6)
9/20/2024
91,431,473
96,403,307
Thoma Bravo Fund XV, L.P.
(5)
12/31/2024
22,633,502
26,024,876
Thoma Bravo Oasis Fund A, L.P.
(4)
1/21/2022
3,869,800
6,242,762
TPG Healthcare Partners II, L.P.
(4)
8/5/2022
102,115
117,092
TPG Partners IX, L.P.
(4)
8/5/2022
517,218
629,521
TPG Partners VII, L.P.
(4)
3/31/2022
1,280,400
1,014,012
TPG Partners VIII, L.P.
(4)
3/31/2022
8,712,789
9,318,978
Wind Point Partners IX
(5)
12/31/2023
636,582
654,726
Wind Point Partners VIII
(5)
12/31/2023
168,347
131,615
Wind Point Partners X-B, L.P.
(6)
1/23/2024
181,973
237,972
Total North America
$670,403,737
$852,482,160
Rest of World (1.0%)
Affinity Asia Pacific Fund V
(5)
12/31/2023
$433,197
$582,333
Ping An Global Equity Selection Fund III
(6)
11/25/2024
7,118,206
12,044,960
TPG Asia VII (B), L.P.
(4)
4/20/2022
7,514,119
5,738,892
TPG Asia VIII (B), L.P.
(4)
7/1/2022
991,349
1,091,562
Total Rest of World
$16,056,871
$19,457,747
Total Secondary Investments
$853,518,845
$1,074,675,332
Total Private Equity Investments
$1,464,790,810
$1,755,237,260
Total Investments (95.0%)
$1,485,922,408
$1,776,249,609
Cash Equivalents (11.6%)
North America (11.6%)
UMB Money Market II Special (4.19%)
(4)(5)(6)
$216,967,510
$216,967,510
Total Cash Equivalents
$216,967,510
$216,967,510
Total Investments and Cash Equivalents (106.6%)
$1,702,889,918
$1,993,217,119
Other Assets and Liabilities, Net (-6.6%)
$(122,800,184)
Net Assets (100.0%)
$1,870,416,935
Investment Abbreviations:
SOFR - Secured Overnight Financing Rate
(1) As of March 31, 2025, the below reference rates were in effect:
1M SOFR - 1 Month SOFR as of March 31, 2025 was 4.33%
3M SOFR - 3 Month SOFR as of March 31, 2025 was 4.35%
6M SOFR - 6 Month SOFR as of March 31, 2025 was 4.55%
16
CARLYLE ALPINVEST PRIVATE MARKETS FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2025
(2) The Fair Value is estimated by management using significant unobservable inputs and as such may not necessarily reflect the current or expected future performance of such Direct Investment, Primary
Investment or Secondary Investment or the Fair Value of the Fund's interest in such Direct Investment, Primary Investment or Secondary Investment. Furthermore, the Fair Value has not been calculated,
reviewed, verified or in any way approved by such Direct Investment, Primary Investment or Secondary Investment or its general partner, manager or sponsor (including any of its affiliates). Please see Notes
to Consolidated Financial Statements for further details regarding the valuation policy of the Fund.
(3) Direct Investments are private investments directly into the equity of selected operating companies, often together with the management of the company. Primary Investments are investments in newly
established private equity partnerships where underlying portfolio companies are not known as of the time of investment. Secondary Investments are portfolios of assets acquired on the secondary market.
(4) Investments held in AlpInvest Seed Fund L.P.
(5) Investments held in ACP 2022 Marvel Blocker LLC.
(6) Investments held in AlpInvest CAPM Holdings, LLC.
(7) Investment does not issue shares.
(8) Non-income producing security.
(9) Investment that exceeded 5% of net assets.
(10) Private Equity Investments are generally issued in private placement transactions and as such are generally restricted as to resale. Each investment may have been purchased on various dates and for different
amounts. The date of the first purchase is reflected under Acquisition Date as shown in the Consolidated Schedule of Investments. Total fair value of restricted investments as of March 31, 2025 was
$1,755,237,260, or 93.9% of net assets.
See accompanying Notes to Consolidated Financial Statements.
17
CARLYLE ALPINVEST PRIVATE MARKETS FUND
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2025
SUMMARY OF INVESTMENTS BY STRATEGY (AS A PERCENTAGE OF TOTAL INVESTMENTS)
Direct Investments
32.10%
Primary Investments
6.20%
Secondary Investments
60.50%
Broadly Syndicated Loans
1.20%
Total Investments
100.00%
See accompanying Notes to Consolidated Financial Statements.
18
CARLYLE ALPINVEST PRIVATE MARKETS FUND
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
ASSETS:
March 31, 2025
Investments, at fair value (cost $1,485,922,408)
$1,776,249,609
Cash and cash equivalents
216,967,510
Cash denominated in foreign currency (cost $823,683)
840,353
Receivable for investments sold
2,018,113
Interest receivable
1,328,752
Deferred offering cost
186,872
Prepaid expenses and other assets
215,020
Other receivables
4,726
Total assets
$1,997,810,955
LIABILITIES:
Payable for investments purchased
$76,763,810
Tenders payable
26,818,267
Incentive fee payable
11,035,024
Deferred tax liability
7,065,681
Management fee payable
3,705,829
Accrued line of credit interest and commitment fee payable
625,625
Professional fees payable
286,587
Legal fees payable
205,579
Fund accounting and administration fees payable
200,821
Audit fees payable
129,000
Due to investment adviser
105,545
Accrued trustees' fees payable
27,049
Financing cost payable
23,861
Other payables and accrued expenses
401,342
Total liabilities
$127,394,020
Commitment and Contingencies (See Note 11)
Net Assets Attributable to Common Shareholders
$1,870,416,935
COMPOSITION OF NET ASSETS ATTRIBUTABLE TO COMMON SHARES:
Paid-in capital
$1,617,763,869
Total distributable earnings
252,653,066
Net Assets Attributable to Common Shareholders
$1,870,416,935
19
CARLYLE ALPINVEST PRIVATE MARKETS FUND
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
NET ASSET VALUE PER SHARE
Class I
Net Assets
$1,578,808,884
Shares of Beneficial Interest
109,207,969
Net Asset Value per share of Beneficial Interest
$14.46
NET ASSET VALUE PER SHARE
Class A
Net Assets
$291,597,706
Shares of Beneficial Interest
20,376,249
Net Asset Value per share of Beneficial Interest
$14.31
NET ASSET VALUE PER SHARE
Class W
Net Assets
$10,345
Shares of Beneficial Interest
723
Net Asset Value per share of Beneficial Interest
$14.31
See accompanying Notes to Consolidated Financial Statements.
20
CARLYLE ALPINVEST PRIVATE MARKETS FUND
CONSOLIDATED STATEMENT OF OPERATIONS
INVESTMENT INCOME:
For the year ended March 31,
2025
Interest income
$13,026,300
Dividend income
600,979
Total Investment Income
$13,627,279
EXPENSES:
Incentive fees
$23,884,948
Management fees
13,226,507
Interest expense and fees on credit facility
1,319,028
Professional fees
990,252
Fund accounting and administration fees
914,925
Legal fees
905,000
Transfer agent fees
577,710
Distribution fees
516,034
Insurance expense
279,930
Amortization of debt financing costs
260,589
Audit fees
213,131
Trustees' fees and expenses
207,073
Offering costs
180,798
Printing expense
148,992
Custodian fees
138,658
Tax advisory expense
63,865
Other expenses
783,267
Total expenses before waiver
$44,610,707
Less fees reimbursed by Investment Adviser
-
Total Expenses
44,610,707
Net Investment Loss
$(30,983,428)
NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain on investments and foreign currency
$8,242,851
Net change in unrealized appreciation on investments and foreign currency
243,322,841
Net Realized and Unrealized Gain on Investments and Foreign Currency before taxes
251,565,692
Net change in deferred income tax expense
(5,617,747)
Net Realized and Unrealized Gain on Investments and Foreign Currency after taxes
245,947,945
Net Increase in Net Assets Attributable to Common Shares from Operations
$214,964,517
See accompanying Notes to the Consolidated Financial Statements.
21
CARLYLE ALPINVEST PRIVATE MARKETS FUND
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
Year Ended March
31, 2025
Year Ended March
31, 2024
FROM OPERATIONS:
Net investment loss
$(30,983,428)
$(8,387,914)
Net realized gain on investments and foreign currency
8,242,851
4,663,325
Net change in unrealized appreciation on investments and foreign
currency
243,322,841
40,547,517
Net change in deferred income tax asset/(liability)
(5,617,747)
(1,602,383)
Net Increase in Net Assets Attributable to Common Shares
from Operations
$214,964,517
$35,220,545
DISTRIBUTABLE EARNINGS:
Class I
$(2,006,988)
$(499,983)
Class A
(243,012)
(18)
Class W
-
-
Total Distributions from Distributable Earnings
$(2,250,000)
$(500,001)
CAPITAL SHARE TRANSACTIONS:
Class I
Proceeds from shares sold
$988,472,223
$205,261,480
Class I shares exchanged for Class W shares
(10,000)
-
Class A shares exchanged for Class I shares
318,117
(10,000)
Reinvestment of distributions
1,731,174
498,614
Repurchase of shares
(32,955,388)
-
Redemption fees
4,348
-
Class A
Proceeds from shares sold
$270,293,829
$-
Class A shares exchanged for Class I shares
(318,117)
10,000
Reinvestment of distributions
243,009
18
Repurchase of shares
(57,121)
-
Redemption fees
1,142
-
Class W
Proceeds from shares sold
$-
$-
Class W shares received for Class I shares
10,000
-
Reinvestment of distributions
-
-
Repurchase of shares
-
-
Redemption fees
-
-
Net Increase from Capital Share Transactions
1,227,733,216
205,760,112
Net Increase in Net Assets Attributable to Common Shares
$1,440,447,733
$240,480,656
NET ASSETS ATTRIBUTABLE TO COMMON SHAREHOLDERS
Beginning of period
$429,969,202
$189,488,546
End of period
$1,870,416,935
$429,969,202
SHARE ACTIVITY
Class I
Shares sold
75,218,495
17,671,398
22
CARLYLE ALPINVEST PRIVATE MARKETS FUND
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
Shares tendered
(2,305,395)
-
Shares reinvested
130,753
-
Class I shares exchanged for Class W shares
(716)
-
Class I shares exchanged for Class A shares
-
(865)
Class I shares received for Class A shares
23,735
-
Class A
Shares sold
20,384,805
-
Shares tendered
(3,992)
-
Shares reinvested
18,508
-
Class A shares exchanged for Class I shares
(23,938)
-
Class A shares received for Class I shares
-
865
Class W
Shares sold
-
-
Shares tendered
-
-
Shares reinvested
-
-
Class W shares received for Class I shares
723
-
See accompanying Notes to Consolidated Financial Statements.
23
CARLYLE ALPINVEST PRIVATE MARKETS FUND
CONSOLIDATED STATEMENT OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES:
For the year ended March
31, 2025
Net increase in net assets resulting from operations
$214,964,517
Adjustments to reconcile net increase in net assets from operations to net cash Used in
operating activities:
Cost of investments purchased and change in payable for investments purchased
(1,192,069,668)
Proceeds from sales of and paydowns from investments and change in receivable for
investments sold
30,485,358
Return of capital
32,116,423
Net premium amortization/(discount accretion)
(12,666)
Net realized gain on investments and foreign currency
(8,242,851)
Net change in unrealized appreciation on investments and foreign currency
(243,322,841)
(Increase)/Decrease in assets:
Interest receivable
(772,229)
Deferred offering cost
(186,872)
Other receivables
(4,726)
Prepaid expenses and other assets
(139,923)
Increase/(Decrease) in liabilities:
Deferred tax liability
5,617,747
Incentive fee payable
10,491,929
Management fee payable
2,835,164
Legal fees payable
(19,835)
Professional fees payable
83,087
Audit fees payable
(49,000)
Due to Investment Adviser
78,901
Financing cost payable
20,194
Accrued trustees' fees payable
19,049
Fund accounting and administration fees payable
118,035
Accrued line of credit interest and commitment fee payable
548,125
Other payables and accrued expenses
211,236
Net Cash Used in Operating Activities
$(1,147,230,846)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shares issued
$1,258,766,052
Distributions
(275,817)
Cost of shares redeemed
(6,194,242)
Redemptions fees
5,490
Amortization of financing costs
(260,589)
Net Cash Provided by Financing Activities
1,252,040,894
Net increase in cash and cash equivalents
104,810,048
Cash and cash equivalents, beginning balance
112,997,815
Cash and cash equivalents, ending balance
$217,807,863
24
CARLYLE ALPINVEST PRIVATE MARKETS FUND
CONSOLIDATED STATEMENT OF CASH FLOWS
Supplemental disclosure of cash flow information
Cash paid for interest on borrowings
$-
Reinvestment of dividends and distributions
1,974,183
Reconciliation of cash, cash equivalents and foreign currency, ending balance:
Cash and cash equivalents
$216,967,510
Cash denominated in foreign currencies
840,353
Total cash, cash equivalents and foreign currency, ending balance
$217,807,863
See accompanying Notes to Consolidated Financial Statements.
25
CARLYLE ALPINVEST PRIVATE MARKETS FUND
CONSOLIDATED FINANCIAL HIGHLIGHTS
CLASS I
Year Ended
March 31, 2025
Year Ended
March 31, 2024
Period Ended
March 31, 2023
(g)
PER SHARE OF BENEFICIAL INTEREST OPERATING PERFORMANCE
Net asset value, beginning of period
$11.90
$10.28
$10.00
INCOME/(LOSS) FROM INVESTMENT OPERATIONS
Net investment loss (a)
(0.36)
(0.35)
(0.10)
Net realized and unrealized gain on investments and foreign currency
2.95
1.99
0.38
Total Income from Investment Operations
2.59
1.64
0.28
Dividends and/or distributions to shareholders:
Dividends to shareholders
(0.03)
(0.02)
-
Total Dividends and/or distributions to shareholders:
(0.03)
(0.02)
-
Net asset value per common share - end of period
$14.46
$11.90
$10.28
Total Return (c)
21.74%
15.93%
2.83%
Ratios/Supplemental Data
Net assets attributable to common shares, end of period (000s)
$1,578,809
$429,959
$189,489
Ratio of expenses to average net assets attributable to common shares, excluding fee waiver (d)
4.13%
4.43%
3.73%
Ratio of expenses to average net assets attributable to common shares, including fee waiver (d)
4.13%
4.43%
2.51%
Ratio of net investment gain (loss) to average net assets attributable to common shares (b)
(0.66)%
(1.66)%
(1.64)%
Interest and fees from borrowings (e)
-%
0.18%
-%
Portfolio turnover rate (f)
2.69%
3.30%
0.38%
(a) Calculated using average common shares outstanding.
(b) Net investment loss ratio is annualized and calculated excluding Incentive Fees for the year ended March 31, 2025 and the year ended
March 31, 2024. Net investment loss ratio is annualized except for organizational fees, which are one time expenses, and calculated
excluding Incentive Fees for the period ended March 31, 2023. If Incentive Fees were included, the ratios would have been lowered by
2.21%, 1.45%, and 0.31% for the year ended March 31, 2025, year ended March 31, 2024 and period ended March 31, 2023, respectively.
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying funds in which
the Fund invests. Ratios do not include net investment income of the funds in which the Fund invests.
(c) Total investment return is calculated assuming a purchase of common share at the opening on the first day and a sale at closing on the last day
of each period reported. Dividends and distributions are assumed for purposes of this calculation to be reinvested at prices obtained under the
Fund's dividend reinvestment plan. Total investment return does not reflect sales load or brokerage commissions, if any, and is not
annualized.
(d) Expense ratios have been annualized, except for organizational fees which are one time expenses, and Incentive Fees which are not
annualized. If Incentive Fees had been excluded, the expense ratios would have decreased by 2.21%, 1.45% and 0.31% for the year ended
March 31, 2025, year ended March 31, 2024 and period ended March 31, 2023, respectively. Expenses do not include expenses from
underlying funds in which the Fund is invested.
(e) Interest and fees from borrowings is calculated based on the average net assets for the period.
(f) Percentage represents the results for the period and is not annualized.
(g) The Fund commenced operations on January 3, 2023.
See accompanying Notes to Consolidated Financial Statements.
26
CARLYLE ALPINVEST PRIVATE MARKETS FUND
CONSOLIDATED FINANCIAL HIGHLIGHTS (Continued)
CLASS A
Year Ended
March 31, 2025
Period Ended
March 31, 2024
(g)
PER SHARE OF BENEFICIAL INTEREST OPERATING PERFORMANCE
Net asset value, beginning of period
$11.85
$11.56
INCOME/(LOSS) FROM INVESTMENT OPERATIONS
Net investment loss (a)
(0.64)
(0.23)
Net realized and unrealized gain on investments and foreign currency
3.13
0.54
Total Income from Investment Operations
2.49
0.31
Dividends and/or distributions to shareholders:
Dividends to shareholders
(0.03)
(0.02)
Total Dividends and/or distributions to shareholders:
(0.03)
(0.02)
Net asset value per common share - end of period
$14.31
$11.85
Total Return (c)
20.99%
2.68%
Ratios/Supplemental Data
Net assets attributable to common shares, end of period (000s)
$291,598
$10
Ratio of expenses to average net assets attributable to common shares, excluding fee waiver (d)
7.30%
4.73%
Ratio of expenses to average net assets attributable to common shares, including fee waiver (d)
7.30%
4.73%
Ratio of net investment gain (loss) to average net assets attributable to common shares (b)
(1.16)%
(2.12)%
Interest and fees from borrowings (e)
-%
0.11%
Portfolio turnover rate (f)
2.69%
3.30%
(a) Calculated using average common shares outstanding.
(b) Net investment gain (loss) ratio is annualized and calculated excluding Incentive Fees for the year ended March 31, 2025 and the period
ended March 31, 2024. If Incentive Fees were included, the ratio would have been lowered by 3.91% and 0.92% for the year ended
March 31, 2025 and the period ended March 31, 2024, respectively. Recognition of net investment income by the Fund is affected by the
timing of the declaration of dividends by the underlying funds in which the Fund invests. Ratios do not include net investment income of the
funds in which the Fund invests.
(c) Total investment return is calculated assuming a purchase of common share at the opening on the first day and a sale at closing on the last day
of each period reported. Dividends and distributions are assumed for purposes of this calculation to be reinvested at prices obtained under the
Fund's dividend reinvestment plan. Total investment return does not reflect sales load or brokerage commissions, if any, and is not
annualized.
(d) Expense ratios have been annualized except for Incentive Fees which are not annualized. If Incentive Fees had been excluded, the expense
ratio would have decreased by 3.91% and 0.92% for the year ended March 31, 2025 and the period ended March 31, 2024, respectively.
Expenses do not include expenses from underlying funds in which the Fund is invested.
(e) Interest and fees from borrowings is calculated based on the average net assets for the period.
(f) Percentage represents the results for the period and is not annualized.
(g) For the period October 2, 2023 (inception of offering) through March 31, 2024.
See accompanying Notes to Consolidated Financial Statements.
27
CARLYLE ALPINVEST PRIVATE MARKETS FUND
CONSOLIDATED FINANCIAL HIGHLIGHTS (Continued)
CLASS W
Period Ended
March 31, 2025
(g)
PER SHARE OF BENEFICIAL INTEREST OPERATING PERFORMANCE
Net asset value, beginning of period
$13.83
INCOME/(LOSS) FROM INVESTMENT OPERATIONS
Net investment loss (a)
(0.24)
Net realized and unrealized gain on investments and foreign currency
0.72
Total Income from Investment Operations
0.48
Dividends and/or distributions to shareholders:
Dividends to shareholders
-
Total Dividends and/or distributions to shareholders:
-
Net asset value per common share - end of period
$14.31
Total Return (c)
3.47%
Ratios/Supplemental Data
Net assets attributable to common shares, end of period (000s)
$10
Ratio of expenses to average net assets attributable to common shares, excluding fee waiver (d)
15.48%
Ratio of expenses to average net assets attributable to common shares, including fee waiver (d)
15.48%
Ratio of net investment gain (loss) to average net assets attributable to common shares (b)
(4.86)%
Interest and fees from borrowings (e)
-%
Portfolio turnover rate (f)
2.69%
(a) Calculated using average common shares outstanding.
(b) Net investment gain (loss) ratio is annualized and calculated excluding Incentive Fees for the period ended March 31, 2025. If Incentive Fees
were included, the ratio would have been lowered by 1.30% for the period ended March 31, 2025. Recognition of net investment income by
the Fund is affected by the timing of the declaration of dividends by the underlying funds in which the Fund invests. Ratios do not include net
investment income of the funds in which the Fund invests.
(c) Total investment return is calculated assuming a purchase of common share at the opening on the first day and a sale at closing on the last day
of each period reported. Dividends and distributions are assumed for purposes of this calculation to be reinvested at prices obtained under the
Fund's dividend reinvestment plan. Total investment return does not reflect sales load or brokerage commissions, if any, and is not
annualized.
(d) Expense ratios have been annualized except for Incentive Fees which are not annualized. If Incentive Fees had been excluded, the expense
ratio would have decreased by 1.30% for the period ended March 31, 2025. Expenses do not include expenses from underlying funds in
which the Fund is invested.
(e) Interest and fees from borrowings is calculated based on the average net assets for the period.
(f) Percentage represents the results for the period and is not annualized.
(g) For the period March 1, 2025 (inception of offering) through March 31, 2025.
See accompanying Notes to Consolidated Financial Statements.
28
CARLYLE ALPINVEST PRIVATE MARKETS FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
Carlyle AlpInvest Private Markets Fund (the "Fund") was organized as a Delaware statutory trust on December 7, 2021.
The Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a non-diversified,
closed-end management investment company. The Fund commenced operations on January 3, 2023 ("Commencement
of Operations").
The Fund's Board of Trustees (the "Board") provides broad oversight over the Fund's investment program and its
management and operations. AlpInvest Private Equity Investment Management, LLC serves as the Fund's investment
adviser ("AlpInvest"). AlpInvest oversees the management of the Fund's day-to-day activities including structuring,
governance, distribution, reporting and oversight. AlpInvest entered into a sub-advisory agreement with Carlyle Global
Credit Investment Management L.L.C., who serves as the Fund's sub-adviser ("Sub-Adviser" and together with
AlpInvest, the "Advisers") and is responsible for the broadly syndicated loans investment strategy of the Fund's assets.
Each Adviser is registered as an investment adviser with the Securities and Exchange Commission (the "SEC") under
the Investment Advisers Act of 1940, as amended. Each Adviser is also an indirect, wholly-owned subsidiary of The
Carlyle Group Inc.
The Fund's investment objective is to seek long-term capital appreciation. The Fund opportunistically allocates its assets
across a global portfolio of private markets investments ("Private Markets Investments"). Under normal circumstances,
the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in Private
Markets Investments. Private Markets Investments include, without limitation:
•as part of the Fund's "Direct Investments" strategy, direct investments in individual portfolio companies
alongside third party private equity funds ("Underlying Funds");
•as part of the Fund's "Secondary Investments" strategy, secondary purchases of interests in Underlying Funds
and portfolio companies;
•as part of the Fund's "Primary Investments" strategy, direct subscriptions for interests in Underlying Funds;
and
•investments in privately placed bank loans and other debt instruments and loans to private companies.
As part of its principal investment strategies, the Fund invests in underlying funds and portfolio companies organized
both within and outside of the United States. The Fund invests in broadly syndicated term loans and other fixed income
investments in order to manage its cash and liquidity needs while earning an incremental return.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The consolidated financial statements have been prepared in conformity with accounting
principles generally accepted in the United States of America ("U.S. GAAP"). The Fund is considered an investment
company and therefore applies the guidance of Financial Accounting Standards Board ("FASB") Accounting Standards
Codification ("ASC") Topic 946, Financial Services - Investment Companies. The consolidated financial statements
reflect all adjustments and reclassifications, which, in the opinion of management, are necessary for the fair presentation
of the results of operations and financial condition as of and for the periods presented. All significant intercompany
balances and transactions have been eliminated. The consolidated financial statements include the accounts of the Fund
and its wholly owned subsidiaries ("Subsidiaries"). The following is a summary of significant accounting policies used
in preparing the consolidated financial statements.
Consolidation of a Subsidiary - The Fund may make investments through its Subsidiaries. Such Subsidiaries will not be
registered under the 1940 Act. The Board has oversight responsibility for the investment activities of the Fund,
including its investment in any Subsidiary. To the extent applicable to the investment activities of a Subsidiary, the
Subsidiary will follow the same compliance policies and procedures as the Fund. The Fund would "look through" any
such Subsidiary to determine compliance with its investment policies.
The consolidated financial statements of the Fund include AlpInvest CAPM Holdings, LLC, AlpInvest Seed Fund GP,
LLC, AlpInvest Seed Fund Limited Partner, LLC, AlpInvest Seed Fund, L.P., and ACP 2022 Marvel Blocker LLC, all
wholly-owned subsidiaries of the Fund.
29
CARLYLE ALPINVEST PRIVATE MARKETS FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Use of Estimates - The preparation of the consolidated financial statements in accordance with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. The Fund believes that these estimates utilized in preparing the
consolidated financial statements are reasonable and prudent; however, actual results could differ from these estimates.
Income Taxes - The Fund has elected to be treated, and intends to continue to comply with the requirements to qualify
annually, as a regulated investment company ("RIC") by complying with the requirements of Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"), applicable to regulated investment companies, and by
distributing substantially all of its taxable earnings to its shareholders. Accordingly, no provision for federal income or
excise tax is necessary. See Note 9 for additional information.
In accounting for income taxes, the Fund follows the guidance in FASB ASC 740, Accounting for Uncertainty in
Income Taxes. FASB ASC 740 prescribes the minimum recognition threshold a tax position must meet in connection
with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being
measured and recognized in the consolidated financial statements. There were no material uncertain tax positions
requiring recognition in the Fund's consolidated financial statements as of March 31, 2025.
The Fund's tax year is the 12-month period ending September 30 and the Fund's income and federal excise tax returns
and all financial records supporting returns will be subject to examination by the federal and Delaware revenue
authorities.
ACP 2022 Marvel Blocker LLC is treated as a corporation for U.S. federal income tax purposes. U.S. corporations are
subject to U.S. federal income tax on their worldwide income and state tax rates will vary by state, if any. ACP 2022
Marvel Blocker LLC files federal, state and local tax returns as required.
With respect to ACP 2022 Marvel Blocker LLC, income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss
and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statement of Operations
in the period that includes the enactment date.
Management has reviewed the Fund's tax positions for the open tax year and has concluded that as of March 31, 2025,
the Fund has a deferred tax liability of $7,065,681 which is included in the consolidated financial statements. At
March 31, 2025, the Fund did not have a deferred tax asset.
The Organization for Economic Co-operation and Development ("OECD") introduced a 15% global minimum tax
under the Pillar Two Global Anti-Base Erosion ("GloBE") model rules. Several OECD member countries have enacted
tax legislation based on certain elements of these rules that became effective on January 1, 2024. Other jurisdictions
have announced the intent to implement these rules, but the rules remain subject to significant negotiation, potential
change, and phase-in periods.
Management has concluded that the Fund falls outside the scope of the Pillar Two rules but will continue to monitor
potential future applicability and changes to these rules.
Cash and Cash Equivalents - Cash and cash equivalents consist of monies held in a non-interest bearing account at
UMB Bank, N.A, who serves as the Fund's custodian, and money market funds. Such cash, at times, may exceed
federally insured limits. The money market funds invest primarily in government issued securities and other short-term,
highly liquid instruments. As of March 31, 2025, the Fund had cash equivalents of $216,967,510 (cost of $216,967,510
representing 216,967,510 shares) in money market funds held with UMB Bank, N.A. Institutional Banking Money
Market II. Cash equivalents are classified as Level 1 assets. The Fund is subject to credit risk should a financial
institution be unable to fulfill its obligations. The Fund has not experienced any losses in such accounts and does not
believe it is exposed to any significant credit risk on such accounts. There are no restrictions on the cash and cash
equivalents held by the Fund.
30
CARLYLE ALPINVEST PRIVATE MARKETS FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Valuation - Portfolio securities are valued at market value determined on the basis of market quotations or, if market
quotations are not readily available or are unreliable, at fair value as determined in accordance with the policies and
procedures approved by and under the oversight of the Board. Pursuant to these policies and procedures, AlpInvest, as
the Fund's investment adviser, serves as the Fund's valuation designee pursuant to Rule 2a-5 of the 1940 Act. In this
capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to all of the
Fund's investments, subject to the Board's oversight.
The Fund values its Private Markets Investments at fair value consistent with the principles of ASC Topic 820, Fair
Value Measurements ("ASC 820"). For Liquid investments that are publicly traded or for which market quotations are
available, including broadly syndicated term loans, valuations are generally based on the closing sales prices as of the
valuation date. See Note 3 for additional information.
Investment Income - The Fund's primary sources of income are investment income and gains recognized upon
distributions from portfolio investments and unrealized appreciation in the fair value of its portfolio investments. The
classification of distributions received, including return of capital, realized gains and dividend income, is based on
information received from the investment manager of the Private Markets Investment. The Fund seeks to record income
earned from its investments in underlying funds in a manner that most closely follows the character of income as
reported by those underlying funds. The change in unrealized appreciation on investments within the Consolidated
Statement of Operations includes the Fund's share of unrealized gains and losses, realized undistributed gains and
losses, and the undistributed net investment income or loss on investments for the relevant period.
Interest income, including amortization of premium or discount using the effective interest method, is recorded on an
accrual basis. Dividend income is recorded on the ex-dividend date or the date the Fund becomes aware of the dividend.
Other income from portfolio investments, which represents operating income from investment partnerships or other
flow through entities received by the Fund, is recorded on the date received.
Fund Expenses - The Fund bears all expenses incurred in the course of its operations, including, but not limited to, the
following: all fees and expenses of Private Markets Investments in which the Fund invests, management fees, fees and
expenses associated with the credit facility, legal fees, administrator fees, audit and tax preparation fees, custodial fees,
transfer agency fees, registration expenses, expenses of the Board and other administrative expenses. Certain of these
operating expenses are subject to an expense limitation agreement (the "Expense Limitation Agreement" as further
discussed in Note 4). Expenses are recorded on an accrual basis. Closing costs associated with the purchase of Primary,
Secondary and Direct Investments are included in the cost of the investment.
Transfer Agent and Custodian Expenses - SS&C Global Investor & Distribution Solutions, Inc. (the "Transfer Agent")
serves as the Fund's transfer agent. Under the Services Agreement with the Fund, the Transfer Agent is responsible for
maintaining all shareholder records of the Fund. The Transfer Agent is a wholly-owned subsidiary of SS&C
Technologies Holdings, Inc., a publicly traded company listed on the NASDAQ Global Select Market.
UMB Bank, N.A. ("UMB'') serves as custodian to the Fund. Under a Custody Agreement with the Fund, UMB is
responsible for the holding and safekeeping of the Fund's assets.
Shareholders' Allocation - The Fund currently offers Class A, Class I and Class W shares (See Note 7). Realized and
unrealized gains and losses and net investment income, excluding class specific expenses, if any, are allocated to each
class of common shares based upon the relative proportion of net assets of each class. Differences in per share
distributions by class are generally due to differences in class specific expenses.
Dividends and Distributions - Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date.
Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may
differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such
amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do
not require such reclassification.
Foreign Currency - Assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the
rate of exchange of such currencies against U.S. dollars on the date of valuation. Purchases and sales of investments and
income and expenses are translated at the rate of exchange quoted on the respective date that such transactions are
recorded. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange
31
CARLYLE ALPINVEST PRIVATE MARKETS FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
rates on investments from the fluctuations arising from changes in market prices of investments held. Such fluctuations
are included with the net realized and unrealized gain or loss from investments in the Consolidated Statement of
Operations.
Recent Accounting Pronouncements - In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic
820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this
update clarify the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual sale
restrictions and introduce new disclosure requirements related to such equity securities. The amendments are effective
for fiscal years beginning after December 15, 2023, with early adoption permitted. The Fund does not expect this
guidance to impact its consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), which improves reportable
segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU
2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years
beginning after December 15, 2024. The Fund has adopted ASU 2023-07 effective March 31, 2025 and concluded that
the application of this guidance did not have any material impact on its consolidated financial statements. Refer to Note
12, Segment Reporting, to these consolidated financial statements for further information.
In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740) Improvements to Income Tax Disclosures.
The amendments were issued to enhance the transparency and decision usefulness of income tax disclosures primarily
related to rate reconciliation and income taxes paid information. The amendments are effective for annual periods
beginning after December 15, 2024, with early adoption permitted. The Fund expects that the adoption of the
amendments will not have a material impact on its financial statements.
3. FAIR VALUE MEASUREMENTS
The Fund follows the provisions of ASC 820-10, Fair Value Measurements and Disclosures, which among other
matters, requires enhanced disclosures about investments that are measured and reported at fair value. ASC 820-10
defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosure
of fair value measurements. ASC 820-10 determines fair value to be the price that would be received for an investment
in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC
820-10 requires the Fund to assume that the portfolio investment is sold in its principal market to market participants or,
in the absence of a principal market, the most advantageous market, which may be a hypothetical market. Market
participants are defined as buyers and sellers in the principal or most advantageous market that are independent,
knowledgeable, and willing and able to transact. In accordance with ASC 820-10, the Fund has considered its principal
market as the market in which the Fund exits its portfolio investments with the greatest volume and level of activity.
ASC 820-10 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are
observable or unobservable. In accordance with ASC 820-10, these inputs are summarized in the three broad levels
listed below:
The three-tier hierarchy of inputs is summarized below:
Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical financial instruments that
the reporting entity has the ability to assess at the measurement date.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the financial
instrument, either directly or indirectly. Level 2 inputs also include quoted prices for similar assets and liabilities
in active markets, and quoted prices for identical or similar assets and liabilities in markets that are not active.
Level 3 - Significant unobservable inputs for the financial instrument (including management's own
assumptions in determining the fair value of investments).
Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. During the
year ended March 31, 2025, there were transfers of $375,569 into Level 3 and transfers of $246,819 out of Level 3.
Transfers into and out of Level 3 within the broadly syndicated loans were primarily due to decreased or increased price
transparency, respectively, and are based on the Fund's policy to determine the fair value hierarchy utilizing available
quoted prices in active markets, the bid-ask spread and the liquidity of the investment.
32
CARLYLE ALPINVEST PRIVATE MARKETS FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Underlying Funds - Investments in Underlying Funds are recorded at fair value, using the Underlying Funds' net asset
value as a "practical expedient," in accordance with ASC 820-10.
Investments in Underlying Funds generally are restricted securities that are subject to substantial holding periods and
are not traded in public markets. Accordingly, the Fund may not be able to resell some of its investments for extended
periods, which may be several years. The types of Underlying Funds that the Fund may make investments in include
Primary and Secondary Investments. Primary Investments are investments in newly established private equity funds.
Secondary Investments are investments in existing private equity funds that are acquired in privately negotiated
transactions.
The fair value relating to certain underlying investments of these Underlying Funds, for which there is no public
market, has been estimated by the respective Underlying Funds' management and is based upon available information
in the absence of readily ascertainable fair values and does not necessarily represent amounts that might ultimately be
realized. Due to the inherent uncertainty of valuation, those estimated fair values may differ significantly from the
values that would have been used had a public market for the investments existed. These differences could be material.
AlpInvest will adjust the fair value provided by the Underlying Funds' management for subsequent cash flows received
from or distributed to the Underlying Funds and for any changes in the market prices of public securities held by the
Underlying Funds and may also apply a market adjustment to reflect the estimated change in the fair value of the
Underlying Funds non-public investments from the date of the most recent net asset value provided by the Underlying
Funds' management.
Direct Investments - The Fund may also make Direct Investments, which may include debt and/or equity securities
issued by operating companies and are typically made as investments alongside a private equity fund.
AlpInvest determines comparable public companies based on industry, size, developmental stage, strategy, etc., and
then calculates a trading multiple for each comparable company identified by dividing the enterprise value of the
comparable company by its earnings before interest, taxes, depreciation and amortization (EBITDA). The trading
multiple may then be discounted for considerations such as differences between the comparable companies and the
subject company based on company specific facts and circumstances. The combined multiple is then applied to the
subject company to calculate the value of the subject company.
Broadly Syndicated Loans - The Fund may also make investments in broadly syndicated loans. The broadly syndicated
loans are fair valued using pricing services and broker quotes. Pricing for the broadly syndicated loans is provided by
the Sub-Adviser who obtains marks from Markit, a third-party pricing service. The Sub-Adviser checks the valuations
and determines if price overrides or challenges are needed before final pricing is provided to the Adviser. Accordingly,
the inputs used to measure fair value may fall into different levels of the fair value hierarchy.
The following table is a summary of information about the levels within the fair valuation hierarchy at which the Fund's
investments are measured as of March 31, 2025:
Investments
Level 1
Level 2
Level 3
Total
Broadly Syndicated Loans
$-
$18,311,408
$2,700,941
$21,012,349
Cash Equivalents
216,967,510
-
-
216,967,510
Direct Investments
-
-
570,170,020
570,170,020
Total
$216,967,510
$18,311,408
$572,870,961
$808,149,879
The Fund held Primary Investments and Secondary Investments with a fair value of $1,185,067,240, which are
excluded from the fair value hierarchy as of March 31, 2025, in accordance with Subtopic 820-10 as investments in
Underlying Funds valued at net asset value, as a "practical expedient'' are not required to be included in the fair value
hierarchy.
The following table shows a reconciliation of Level 3 investments during the period.
33
CARLYLE ALPINVEST PRIVATE MARKETS FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Broadly Syndicated Loans
Direct Investments
Balance as of March 31, 2024
$246,202
$124,887,058
Transfers into Level 3
375,569
-
Purchases
2,345,443
419,882,236
Distributions
-
-
Net Realized Gains (Losses)
(71)
-
Net Change in Unrealized Appreciation (Depreciation)
(19,383)
25,400,726
Transfers out of Level 3
(246,819)
-
Balance
$2,700,941
$570,170,020
Net Change in Unrealized Appreciation/(Depreciation) on
investments held at March 31, 2025
$(19,383)
$25,400,726
A listing of Private Markets Investment types held by the Fund which use unobservable inputs in deriving their
valuation, along with related attributes, as of March 31, 2025, are shown in the below table:
Reporting
Security Type
Valuation
Techniques
Significant
Unobservable
Inputs
Fair Value as
of March 31,
2025
Single Input or Range
(Weighted Average by
Fair Value)
Impact to
Valuation from
an Increase in
Input (2)
Common Stocks
Comparable Company
Multiple
LTM EBITDA Multiple
$166,207,046
5.04x - 33.08x (16.68x)
Increase
Common Stocks
Comparable Company
Multiple
LTM EBITDA Multiple
Comparable Transaction
Multiple
13,409,274
21.70x - 21.70x
(21.70x)
22.50x-22.50x (22.50x)
Increase
Common Stocks
Comparable Company
Multiple
Forward Revenue
Multiple
538,137
1.24x - 1.24x (1.24x)
Increase
Common Stocks
Comparable Company
Multiple
Comparable Transaction
Multiple
5,230,874
10.32x - 10.32x
(10.32x)
Increase
Common Stocks
At Cost
N/A
263,754,276
N/A
N/A
Preferred Stocks
Comparable Company
Multiple
LTM EBITDA Multiple
76,755,696
5.04x - 31.08x (13.37x)
Increase
Preferred Stocks
Comparable Company
Multiple
LTM Revenue Multiple
2,134,620
7.83x - 7.83x (7.83x)
Increase
Preferred Stocks
At Cost
N/A
30,695,447
N/A
N/A
Convertible
Preferred Stocks
Comparable Company
Multiple
LTM EBITDA Multiple
Comparable Transaction
Multiple
3,849,970
18.80x - 18.80x
(18.80x)
19.00x - 19.00x
(19.00x)
Increase
Shareholder Loan
At Cost
N/A
3,018,947
N/A
N/A
Warrants
Comparable Company
Multiple
LTM EBITDA Multiple
4,575,733
10.51x - 10.51x
(10.51x)
Increase
Broadly Syndicated
Loans
Consensus Pricing
Indicative Quotes
2,700,941
96.50 - 100.00 (99.12)
Increase
Total Level 3
Investments
$572,870,961
(1)The investments were acquired shortly before period end. AlpInvest assessed and considered cost to be the best estimate of fair value.
(2)This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the
corresponding unobservable input.
4. RELATED PARTY TRANSACTIONS
The Fund entered into an investment management agreement with AlpInvest (the "Investment Management
Agreement"), the Fund's investment adviser. The Adviser entered into a sub-advisory agreement with the Sub-Adviser.
In consideration of the advisory services provided by the Adviser, the Fund pays the Adviser a monthly management
fee equal to 1.25% on an annualized basis of the Fund's net asset value (including assets held in a Subsidiary) as of the
last day of the month (the "Management Fee"). For purposes of determining the Management Fee payable to the
Adviser for any month, the net asset value is calculated after any subscriptions but prior to any repurchases occurring in
that month and prior to any reduction for any fees and expenses of the Fund for that month, including, without
34
CARLYLE ALPINVEST PRIVATE MARKETS FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
limitation, the Management Fee and the Incentive Fee (as defined below) payable to the Adviser for that month. The
Management Fee is payable in arrears within 30 business days after the end of the month. The Fund bears all other costs
and expenses of its operations and transactions as set forth in the Investment Management Agreement. For the year
ended March 31, 2025, the Fund incurred Management Fees of $13,226,507.
At the end of each calendar quarter of the Fund (and at certain other times), the Adviser (or, to the extent permitted by
applicable law, an affiliate of the Adviser) will be entitled to receive an Incentive Fee equal to 10% of the excess, if any,
of (i) the net profits of the Fund for the relevant period over (ii) the then balance, if any, of the Loss Recovery Account
(as defined below) at the start of the relevant period (the "Incentive Fee"). For the purposes of the Incentive Fee, the
term "net profits" means (i) the amount by which the net asset value of the Fund on the last day of the relevant period
exceeds the net asset value of the Fund as of the commencement of the same period, including any net change in
unrealized appreciation or depreciation of investments and realized income and gains or losses and expenses (including
offering and organizational expenses) plus (ii) the aggregate distributions accrued during the period.
The services of all investment professionals and staff of the Adviser, when and to the extent engaged in providing
investment advisory and management services, and the compensation and routine overhead expenses of such personnel
allocable to such services, are provided and paid for by the Adviser.
In addition to the fees and expenses to be paid by the Fund under the Investment Management Agreement, AlpInvest
provides certain administrative and other services necessary for the Fund to operate pursuant to an administration
agreement between the Fund and AlpInvest (the "Administration Agreement"). The Fund reimburses the administrator
for its costs, expenses and allocable portion of overhead (including compensation of personnel performing
administrative duties) in connection with the services performed for the Fund pursuant to the terms of the
Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Administrator may
delegate its obligations under the Administration Agreement to an affiliate or to a third party, and the Fund will
reimburse the Administrator for any services performed for the Fund by such affiliate or third party. The Administrator
has hired ALPS Fund Services, Inc. to serve as sub-administrator to assist in the provision of administrative services.
The sub-administrator receives compensation for its provision of sub-administrative services under a sub-administration
agreement; such compensation is paid directly or indirectly by the Fund. For the year ended March 31, 2025, the Fund
incurred fund accounting and administration fees of $914,925.
The Adviser and the Fund have entered into an Amended and Restated Expense Limitation Agreement in respect of
each of Class A Shares, Class I Shares and Class W Shares under which the Adviser has agreed contractually from
August 1, 2024 through July 31, 2025 to waive its Management Fee as well as the Fund's operating expenses on a
monthly basis to the extent that the Fund's total annualized fund operating and ongoing offering expenses on a monthly
basis (excluding (i) expenses directly related to the costs of making investments, including interest and structuring costs
for borrowings and line(s) of credit, taxes, brokerage costs, acquired fund fees and expenses, the Fund's proportionate
share of expenses related to direct investments, litigation and extraordinary expenses, (ii) Incentive Fees and (iii) any
distribution fees) in respect of the relevant month exceed 2.25% of the month-end net asset value of such Class (the "
2025 Expense Cap") (the "Amended and Restated Expense Limitation Agreement"). The Adviser and the Fund
previously entered into an Expense Limitation Agreement in respect of each of Class A Shares, Class I Shares and Class
W Shares under which the Adviser has agreed contractually from July 28, 2023 through July 31, 2024 to waive its
Management Fee and/or reimburse the Fund's initial organizational and offering costs incurred prior to launch, as well
as the Fund's operating expenses on a monthly basis to the extent that the Fund's total annualized fund operating and
ongoing offering expenses on a monthly basis (excluding (i) expenses directly related to the costs of making
investments, including interest and structuring costs for borrowings and line(s) of credit, taxes, brokerage costs,
acquired fund fees and expenses, the Fund's proportionate share of expenses related to direct investments, litigation and
extraordinary expenses, (ii) Incentive Fees and (iii) any distribution fees) in respect of the relevant month exceed 3.00%
of the month-end net asset value of such Class (the "2024 Expense Cap," and with the 2025 Expense Cap, the "Expense
Cap") (the "Original Expense Limitation Agreement").
In consideration of the Adviser's agreement to waive its Management Fee (and under the terms of the Original Expense
Limitation Agreement, and reimburse the Fund expenses incurred prior to commencement of operations), the Fund has
agreed to repay the Adviser in the amount of any waived Management Fees and Fund expenses reimbursed in respect of
each of Class A Shares, Class I Shares and Class W Shares subject to the limitation that a reimbursement (an "Adviser
Recoupment") will be made only if and to the extent that: (i) it is payable not more than three years from the date on
which the applicable waiver or expense payment was made by the Adviser; and (ii) the Adviser Recoupment does not
35
CARLYLE ALPINVEST PRIVATE MARKETS FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
cause the Fund's total annual operating expenses (on an annualized basis and net of any reimbursements received by the
Fund during such fiscal year) during the applicable quarter to exceed the Expense Cap of such Class. The Adviser
Recoupment for a class of Shares will not cause Fund expenses in respect of that class to exceed any Expense Cap in
place either (i) at the time of the waiver or (ii) at the time of recoupment. The Amended and Restated Expense
Limitation Agreement will remain in effect from August 1, 2024 through July 31, 2025, unless and until the Board
approves its modification or termination. The Adviser Recoupment will survive the termination of the Amended and
Restated Expense Limitation Agreement. For the year ended March 31, 2025, the Adviser did not reimburse fees
subject to recoupment.
The Adviser has paid certain expenses on behalf of the Fund, including offering costs, organizational expenses, and
other expenses. As of March 31, 2025, the Fund has recorded $105,545 as due to the Adviser in the accompanying
Consolidated Statement of Assets and Liabilities.
TCG Capital Markets L.L.C. (the "Distributor") serves as the Fund's principal underwriter and acts as the distributor of
the Shares on a best efforts basis, subject to various conditions. The Shares are offered for sale through the Distributor
at net asset value plus any applicable sales load. The Distributor also may enter into broker-dealer selling agreements
with other broker-dealers for the sale and distribution of the Shares.
Related parties owned approximately 6% of the Fund's total outstanding shares as of March 31, 2025. Related parties
may include, but are not limited to, the Adviser and its affiliates, affiliated broker dealers, fund of funds, and directors
or employees.
The Fund commenced quarterly repurchase offers for valuation dates December 31, 2024 and March 31, 2025. In
connection with the repurchase offers, an affiliate of the Fund, CG Subsidiary Holdings LLC, redeemed 377,074 Class I
shares and 1,800,000 Class I shares, respectively, for total considerations of $4,992,459 and $25,578,000, respectively.
These transactions were effected at the NAV price on the Repurchase Pricing Dates, as defined by the quarterly
repurchase offers.
5. REVOLVING CREDIT FACILITY
The Fund has a revolving credit agreement, as amended from time to time (the "Credit Facility"), with Barclays Bank
PLC (the "Lender") that can be increased with the consent of the Lender with at least 12 business days' prior notice.
The Credit Facility currently permits borrowings up to $225 million and has a scheduled availability period end date
that extends by one day each day unless either the Lender has delivered written notice to not extend at which point the
commitment terminates 270 days following date of such notice or the Fund has delivered written notice to not extend at
which point the commitment terminates 60 days following date of such notice. The final maturity date of the Credit
Facility is March 9, 2028. The purpose of the Credit Facility is to provide working capital to the Fund to manage its
liquidity needs, including acting as warehouse financing for the Fund's acquisition of Private Markets Investments. The
Credit Facility has an interest rate equal to the SOFR plus a 2.90% applicable margin, plus a 0.10% term SOFR credit
spread adjustment, per annum and a commitment fee of 1.10% per annum on the average daily unused balance. The
Fund's borrowing capacity is subject to the ability of the lender to fulfill its respective obligations under the Credit
Facility. As of March 31, 2025, there were no borrowings outstanding. For the year ended March 31, 2025, there were
no borrowings and no repayments under the Credit Facility. For the year ended March 31, 2025, expenses charged to
the Fund related to the Credit Facility were $1,319,028.
Deferred financing costs include capitalized expenses related to the closing or amendments of the Credit Facility.
Amortization of deferred financing costs for the Credit Facility is computed on the straight-line basis over its term. The
Fund paid and capitalized $60,000, $99,556 and $80,848 of deferred financing costs during the renewal and upsizes of
the Credit Facility on March 8, 2024, June 24, 2024 and December 20, 2024, respectively. For the year ended March
31, 2025, amortization of $260,589 is included in the accompanying Consolidated Statement of Operations. As of
March 31, 2025, there are $23,861 of accrued financing costs in the accompanying Consolidated Statement of Assets
and Liabilities.
6. OFFERING COSTS
Offering costs incurred by the Fund are treated as deferred charges until operations commence and thereafter are
amortized over a 12-month period using the straight line method. Examples of these costs are registration fees, legal
36
CARLYLE ALPINVEST PRIVATE MARKETS FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
fees, and fees relating to the initial and supplemental registration statement and updates to the registration statement.
These costs will be subject to recoupment in accordance with the Fund's Expense Limitation Agreement, as discussed in
Note 4. As of March 31, 2025, there are $186,872 of deferred offering costs in the accompanying Consolidated
Statement of Assets and Liabilities.
7. CAPITAL SHARE TRANSACTIONS
The Fund offers three separate classes of common shares of beneficial interest ("Shares") designated as Class A ("Class
A Shares"), Class I ("Class I Shares") and Class W ("Class W Shares"). All classes of Shares have identical voting,
dividend, liquidation and other rights and will be subject to the same terms and conditions, except each class of Shares
is subject to different fees and expenses. The Fund may offer additional classes of Shares in the future. The Fund has
received an exemptive order from the SEC with respect to the Fund's multi-class structure. The purchase price of the
Shares at the Commencement of Operations was $10.00 per Share. Thereafter, the purchase price per Shares was based
on the net asset value ("NAV") per Share as of the date such Shares were purchased. Fractions of Shares are issued to
one one-thousandth of a Share. As of March 31, 2025 outstanding shares of Class A, Class I and Class W were
20,376,249, 109,207,969, and 723, respectively.
For the Year Ended March 31, 2025
Proceeds from Sales
Reinvestment of Distributions
Shares
Dollar Amounts
Shares
Dollar Amounts
Carlyle AlpInvest
Private Markets Fund -
Class I
75,218,495
$988,472,223
130,753
$1,731,174
Carlyle AlpInvest
Private Markets Fund -
Class A
20,384,805
$270,293,829
18,508
$243,009
Carlyle AlpInvest
Private Markets Fund -
Class W
-
$-
-
$-
Increase in Shares and
Net Assets
95,603,300
$1,258,766,052
149,261
$1,974,183
The Fund accepts initial and additional purchases of Shares as of the first business day of each calendar month at the
Fund's then-current net asset value per Share of each respective share class (determined as of the close of business on
the last business day of the immediately preceding month). The minimum initial investment in the Fund by any investor
is $50,000 with respect to Class A Shares, Class I Shares and Class W Shares. The minimum additional investment in
the Fund by any investor is $10,000, except for additional purchases pursuant to the dividend reinvestment plan. Class
A Shares are sold at the public offering price, which is the net asset value of a Class A Share plus an initial maximum
3.00% sales charge. Class A shares are subject to a 0.50% distribution fee through June 30, 2027, thereafter the
distribution fee will increase to 0.75%. Class W Shares are sold at the public offering price, which is the net asset value
of a Class W Share plus an initial maximum 2.00% sales charge. Class W shares are subject to a distribution fee of
0.75%. Class I Shares are not subject to any initial sales charge or a distribution fee. The Fund reserves the right to
reject any subscription for shares.
No shareholder has the right to require the Fund to repurchase his, her or its shares. To provide a limited degree of
liquidity to shareholders, at the sole discretion of the Adviser and subject to the Board's approval, the Fund may from
time to time offer to repurchase shares pursuant to written tenders by shareholders. The Adviser expects that it will
recommend to the Board (subject to its discretion) that the Fund offer to repurchase shares from shareholders on a
quarterly basis in an amount expected to be approximately 5% of the Fund's net asset value.
A 2.00% early repurchase fee will be charged by the Fund with respect to any repurchase of shares from a shareholder
at any time prior to the day immediately preceding the one-year anniversary of the shareholder's purchase of the Shares.
During the year ended March 31, 2025, 2,305,395 Class I shares and 3,992 Class A shares were tendered, and no Class
W shares were tendered.
8. INVESTMENT TRANSACTIONS
37
CARLYLE ALPINVEST PRIVATE MARKETS FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended March 31, 2025, total purchases and total sales or paydowns from investments amounted to
$1,230,726,187 and $23,956,725, respectively.
9. FEDERAL AND OTHER TAX INFORMATION
The Fund intends to qualify annually as a RIC under Subchapter M of the Code. To qualify for and maintain RIC tax
treatment, the Fund must, among other things, distribute at least 90% of its net ordinary income and realized net short-
term capital gains in excess of realized net long-term capital losses, if any. The Fund has adopted a tax-year end of
September 30. The Fund's initial tax year was September 30, 2023. The Fund files tax returns as prescribed by the tax
laws of the jurisdictions in which it operates. In the normal course of business, the Fund is subject to examination by
U.S. federal, state, local and foreign jurisdictions, where applicable.
For the tax year ended September 30, 2024, permanent differences between book and tax basis of $1,643,575 are
attributable to certain non-deductible expenses for tax purposes and investments in partnerships. These reclassifications
have no effect on total NAV or NAV per Share. For the tax year ended September 30, 2024, the following amounts
were reclassified:
Paid-in Capital
$(1,643,575)
Total distributable earnings (or loss)
1,643,575
The tax character of Subchapter M distributions for the tax year ended September 30, 2024, were as follows:
Ordinary Income
Long-Term Capital
Gains
2023
$-
$500,001
2024
$-
$2,250,000
For the tax year ended September 30, 2024, the Fund's tax components of distributable earnings on a tax basis are as
follows:
Undistributed ordinary income
$-
Accumulated capital gains (losses)
538,076
Unrealized appreciation (depreciation)
128,128,625
Late year loss deferrals
(11,342,705)
Total distributable earnings
$117,323,996
As of March 31, 2025, the federal tax cost of investments and unrealized appreciation (depreciation) are as follows:
Gross unrealized appreciation
$325,939,955
Gross unrealized depreciation
(33,652,958)
Net unrealized appreciation
$292,286,997
Tax costs of investments
$1,483,472,299
Consolidation of Subsidiary: The consolidated financial statements of the Fund include AlpInvest CAPM Holdings,
LLC, AlpInvest Seed Fund GP, LLC, AlpInvest Seed Fund Limited Partner, LLC, AlpInvest Seed Fund, L.P., and ACP
2022 Marvel Blocker LLC, all wholly-owned subsidiaries of the Fund. ACP 2022 Marvel Blocker LLC has the same
investment objective as the Fund. ACP 2022 Marvel Blocker LLC is taxed as a corporation and used when the Fund has
determined that owning certain investment funds within a domestic limited liability company structure would not be
beneficial. As of March 31, 2025, the total value of investment held by the ACP 2022 Marvel Blocker LLC is
$275,346,896, or approximately 14.97%, of the Fund's net assets.
38
CARLYLE ALPINVEST PRIVATE MARKETS FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ACP 2022 Marvel Blocker LLC has elected to be treated as a C-corporation for federal and state income tax purposes
and is required to account for its estimate of income taxes through the establishment of a deferred tax asset or liability.
The Fund recognizes deferred income taxes for temporary differences in the basis of assets and liabilities for financial
and income tax purposes. Deferred tax assets are recognized for deductible temporary differences, tax credit
carryforwards or net operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary
differences. To the extent ACP 2022 Marvel Blocker LLC has a deferred tax asset, consideration is given to whether or
not a valuation allowance is required.
For the period ended March 31, 2025, ACP 2022 Marvel Blocker LLC recorded a $26,383 provision for income tax
expense. For the period ended March 31, 2025, there is a change in the deferred portion of the income tax benefit/
(expense) included in the Consolidated Statement of Operations of $(5,617,747). As of March 31, 2025, ACP 2022
Marvel Blocker LLC has a deferred tax liability of $7,065,681 due to estimated future tax expense pertaining to
unrealized gains and no deferred tax asset.
Management evaluates the tax positions taken or expected to be taken in the course of preparing the Fund's tax returns
to determine whether the tax positions will "more-likely-than-not" be sustained upon examination by the applicable tax
authority. Tax positions deemed to meet the more-likely-than-not threshold that would result in a tax benefit or expense
to the Fund would be recorded as a tax benefit or expense in the current year. The Fund has not recognized any tax
liability for unrecognized tax benefits or expenses as of March 31, 2025. The Fund recognizes interest and penalties, if
any, related to unrecognized tax benefits as income tax expense in the Consolidated Statement of Operations. During
the year ended March 31, 2025, the Fund did not incur any interest or penalties. The Fund's tax return filed for the year
ended September 30, 2023, can be subject to examination by the Internal Revenue Service.
The March 31, 2025, book cost has been adjusted for book/tax basis differences. The difference between book basis and
tax basis distributable earnings and unrealized appreciation/(depreciation) is primarily attributable to investments in
partnerships.
10. RISK FACTORS
Investing in the Fund involves risks, including the risk that a shareholder may receive little or no return on their
investment or that a shareholder may lose part or all of their investment. Before making an investment decision, a
prospective shareholder should (i) consider the suitability of this investment with respect to the shareholder's
investment objectives and personal situation and (ii) consider factors such as the shareholder's personal net worth,
income, age, risk tolerance and liquidity needs.
Below is a summary of some of the principal risks of investing in the Fund. Shareholders should consider carefully the
following principal risks before investing in the Fund:
Illiquidity of the Shares - Unlike many closed-end funds, the Shares will not be listed on any securities exchange.
Although the Adviser expects that it will recommend to the Board that the Fund offer to repurchase shares from
shareholders on a quarterly basis in an amount expected to be approximately 5% of the Fund's net asset value, no
assurances can be given that the Fund will do so. Additionally, there is no guarantee that an investor will be able to sell
all of the Shares in a repurchase offer that the investor desires to sell. The Fund should therefore be considered to offer
limited liquidity.
Limited Operating History - The Fund has a limited operating history upon which potential investors can evaluate its
performance. Therefore, its operating expenses may be significant and typically higher than expenses of similarly
situated established funds.
Highly Competitive Market - The activity of identifying, completing and realizing upon attractive investments is
highly competitive and involves a high degree of uncertainty. The Fund will be competing for investments with other
private equity investors having similar investment objectives. It is possible that competition for appropriate investment
opportunities may increase, thus reducing the number of investment opportunities available to the Fund and adversely
affecting the terms upon which investments can be made.
39
CARLYLE ALPINVEST PRIVATE MARKETS FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Potential for Limited Investment Opportunities - There can be no assurance that the Fund will be able to identify,
structure, complete and realize upon investments that satisfy its investment objective, or that it will be able to fully
invest its offering proceeds.
Management Risk - The Adviser cannot provide any assurance that it will be able to choose, make or realize
investments in any particular investment, asset or portfolio. There can be no assurance that investments effected through
the Fund will be able to generate returns or that the returns will be commensurate with the risks of investing in the type
of transactions described herein.
Direct Investments Risks - The market for Direct Investments may be very limited and the Direct Investments to
which the Fund wishes to allocate capital may not be available at any given time. Direct Investments may be heavily
negotiated and may incur additional transactions costs for the Fund. Direct Investments are more concentrated than
investments in Underlying Funds, which hold multiple portfolio companies. There is a risk that a sponsor of an
Underlying Fund may choose not to make the most attractive Direct Investments available to the Fund and may instead
reserve such investments for higher fee funds or its own accounts.
Secondary Investments Risks - The Fund may acquire Secondary Investments from existing investors in such
Secondary Investments, but also in certain cases from the issuers of such interests or other third parties. In many cases,
the economic, financial and other information available to and utilized by the Adviser in selecting and structuring
Secondary Investments may be incomplete or unreliable. The Fund will also not have the opportunity to negotiate the
terms of the Secondary Investments, including any special rights or privileges.
Primary Investments Risks - The Fund's interest in Primary Investments will consist primarily of capital
commitments to, and investments in, private investment funds managed by sponsors unaffiliated with the Fund or the
Advisers. Identifying, selecting and investing in Primary Investments involves a high level of risk and uncertainty. The
underlying investments made by Primary Investments may involve highly speculative investment techniques, including
extremely high leverage, highly concentrated portfolios, workouts and startups, control positions and illiquid
investments.
Portfolio Companies Risks - The portfolio companies in which the Fund invests, either directly or indirectly through
an Underlying Fund, may involve a high degree of business and financial risk. Portfolio companies may be in early
stages of development, may have operating losses or significant variations in operating results and may be engaged in
rapidly changing businesses with products subject to a substantial risk of obsolescence. Portfolio companies may also
include companies that are experiencing or are expected to experience financial difficulties, which may never be
overcome. In addition, they may have weak financial conditions and may require substantial additional capital to
support their operations, to finance expansion or to maintain their competitive positions.
Underlying Fund Risks - Investments in Underlying Funds entail a variety of risks. Sponsors of Underlying Funds
may invest such funds' assets in securities of non-U.S. issuers, including those in emerging markets, and the Fund's
assets may be invested in Underlying Funds that may be denominated in non-U.S. currencies, thereby exposing the
Fund to various risks that may not be applicable to U.S. securities. A sponsor of an Underlying Fund may focus on a
particular industry or sector (e.g., energy, utilities, financial services, healthcare, consumer products, industrials and
technology), which may subject the Underlying Fund, and thus the Fund, to greater risk and volatility than if
investments had been made in issuers in a broader range of industries. A sponsor of an Underlying Fund may also focus
on a particular country or geographic region, which may subject the Underlying Fund, and thus the Fund, to greater risk
and volatility than if investments had been made in issuers in a broader range of geographic regions.
An Underlying Fund's assets may be invested in a limited number of securities or portfolio companies which may
subject the Underlying Fund, and thus the Fund, to greater risk and volatility than if investments had been made in a
larger number of securities. An Underlying Fund's investments, depending upon strategy, may be in companies whose
capital structures are highly leveraged. Such investments involve a high degree of risk in that adverse fluctuations in the
cash flow of such companies, or increased interest rates, may impair their ability to meet their obligations, which may
accelerate and magnify declines in the value of any such portfolio company investments in a down market.
Fund shareholders will bear two layers of fees and expenses: asset-based fees, incentive fees and expenses at the Fund
level, and asset-based fees, carried interests, incentive allocations or fees and expenses at the Underlying Fund level. In
40
CARLYLE ALPINVEST PRIVATE MARKETS FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
addition, to the extent that the Fund invests in an Underlying Fund that is itself a "fund of funds," the Fund will bear a
third layer of fees.
"Cash Drag" Risk - The Fund may maintain a sizeable cash position in anticipation of funding capital calls. The Fund
will generally not contribute the full amount of its commitment to an Underlying Fund at the time of its admission to the
Underlying Fund. Instead, the Fund will be required to make incremental contributions pursuant to capital calls issued
from time to time by the Underlying Funds. In addition, Underlying Funds may not call all the capital committed to
them. The overall impact on performance due to holding a portion of the investment portfolio in cash or cash
equivalents could be negative.
"Over-Commitment" Risk - In order to help ensure that a greater amount of the Fund's capital is invested, the Fund
expects to pursue an "over-commitment" strategy whereby it commits more than its available capital. However,
pursuing such a strategy presents risks to the Fund, including the risk that the Fund is unable to fund capital
contributions when due, pay for repurchases of Shares tendered by shareholders or meet expenses generally. If the Fund
defaults on its commitment to an Underlying Fund or fails to satisfy capital calls to an Underlying Fund in a timely
manner then, generally, it will be subject to significant penalties, possibly including the complete forfeiture of the
Fund's investment in the Underlying Fund. Any failure (or potential failure) by the Fund to make timely capital
contributions in respect of its commitments may also (i) impair the ability of the Fund to pursue its investment program,
(ii) force the Fund to borrow through a credit facility or other arrangements (which would impose interest and other
costs on the Fund), or (iii) otherwise impair the value of the Fund's investments (including the devaluation of the Fund).
Risks of Liquidity Management Strategy - The Fund invests in broadly syndicated term loans and other fixed income
investments in order to manage its cash and liquidity needs while earning an incremental return. During periods of
limited liquidity and higher price volatility, the Fund's ability to acquire or dispose of broadly syndicated term loans
and similar investments at a price and time that the Adviser deems advantageous may be severely impaired, which may
impair its ability to dispose of investments in a timely fashion and for a fair price, as well as its ability to take advantage
of market opportunities. To the extent the Fund obtains exposure to these investments through exchange-traded funds
and other pooled vehicles, the Fund will bear its share of the expenses of such funds. The Fund's liquidity management
strategy involves more risk than investing solely in cash and cash equivalents.
Private Markets Investments - The Fund is subject to, and indirectly invests in Underlying Funds and Direct
Investments that are subject to, risks associated with legal and regulatory changes applicable to private equity funds.
Valuation Risk - The value of the Fund's investments will be difficult to ascertain, and the valuations determined in
respect of investments in the Underlying Funds and other private markets investments, including Direct Investments,
will likely vary from the amounts the Fund would receive upon withdrawal from or disposition of its investments.
Similarly, the valuations determined by the Fund are likely to differ, potentially substantially, from the valuations
determined by other market participants for the same or similar investments. The Fund's investments in Underlying
Funds will be priced in the absence of a readily available market and may be valued in significant part based on
determinations of fair value provided by an investment's sponsor, which may prove to be inaccurate. Neither the
Adviser nor the Board will be able to confirm independently the accuracy of such valuations (which are unaudited,
except at year-end). With respect to the valuations of Underlying Funds, this risk is exacerbated to the extent that
Underlying Funds generally provide valuations only on a quarterly basis, and such valuations may incorporate inputs
that are up to several months old, whereas the Fund will provide valuations, and will issue Shares, on a monthly basis.
This means that the Underlying Fund information used by the Fund to issue and repurchase shares will typically be
several months old when used by the Fund. Because of this, the Fund's net asset value for financial reporting purposes
may differ from the net asset value used to process subscription and repurchase transactions as of the same date. To the
extent that the Fund does not receive timely or accurate information from the Underlying Funds regarding their
valuations, the Fund's ability to accurately calculate its net asset value may be further impaired. Additionally, any
adjustments the Fund makes to valuations received from an Underlying Fund to reflect timing differences or other
factors may result in such investment's fair value differing from the value ultimately realized by the Fund.
Fixed-Income Securities Risks - Fixed income securities risks include interest-rate and credit risk. Typically, when
interest rates rise, there is a corresponding decline in bond values. Credit risk refers to the possibility that the bond
issuer will not be able to make principal and interest payments.
41
CARLYLE ALPINVEST PRIVATE MARKETS FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cash and Cash Equivalents - The Fund may maintain a sizeable cash position in anticipation of funding capital calls.
As a result, the Fund generally will not contribute the full amount of its commitment to an Underlying Fund at the time
of its admission to the Underlying Fund. Instead, the Fund will be required to make incremental contributions pursuant
to capital calls issued from time to time by the Underlying Fund. The overall impact on performance due to holding a
portion of the investment portfolio in cash, cash equivalents and other fixed-income investments could be negative.
Market Disruption and Geopolitical Risk - The Fund may be materially adversely affected by market, economic and
political conditions globally and in the jurisdictions and sectors in which the Fund invests. The Fund is subject to the
risk that war, geopolitical tensions, such as a deterioration in the bilateral relationship between the U.S. and China or
conflicts, such as those in the middle east and between Russia and Ukraine, terrorism, natural and environmental
disasters, such as, for example, the spread of infectious illness or other public health issues, including widespread
epidemics or pandemics, systemic market dislocations and other geopolitical events may lead to increased short-term
market volatility and have adverse long-term effects on world economies and markets generally, as well as adverse
effects on issuers of securities and the value of the Fund's investments. Furthermore, events involving limited liquidity,
defaults, non-performance or other adverse developments that affect financial institutions or the financial services
industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and
may in the future lead to market-wide liquidity problems.
Additionally, the Fund is exposed to the risk of trade disputes, tariffs, sanctions, embargoes and other protectionist or
retaliatory measures that may be imposed by the US or other countries, which could adversely affect global trade,
economic activity and market confidence. Trade conflicts may also escalate into military or diplomatic confrontations,
which could further increase market volatility and geopolitical risk. The Fund may not be able to anticipate or
effectively manage the impact of these events, which could result in losses to the Fund.
Leverage; Borrowings Risk - The Fund may borrow money, which magnifies the potential for gain or loss on
amounts invested, subjects the Fund to certain covenants with which it must comply and may increase the risk of
investing with the Fund.
Risks Relating to Fund's RIC Status - To qualify and remain eligible for the special tax treatment accorded to RICs
and their shareholders under the Code, the Fund must meet certain source-of-income, asset diversification and annual
distribution requirements, and failure to do so could result in the loss of RIC status. The Fund's ability to satisfy the
foregoing tax requirements will generally depend in large part on the activities of, and information provided by, the
Underlying Funds, which the Fund does not control. In addition, the Fund is generally required each December to make
certain "excise tax" calculations based on income and gain information that must be obtained from the Underlying
Funds. The risks of not receiving timely or accurate information from the Underlying Funds include failing to satisfy
the RIC qualification tests and incurring excise tax on undistributed income and gain.
11. COMMITMENTS AND CONTINGENCIES
Under the Fund's organizational documents, its officers and trustees are indemnified against certain liabilities arising
out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into
contracts that contain a variety of representations which provide general indemnifications. The Fund's maximum
exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund
that have not yet occurred. However, the Fund expects the risk of loss to be remote.
As of March 31, 2025, the Fund had unfunded capital commitments to the Private Markets Investments totaling
$43,869,685 for Direct Investments, $128,492,535 for Primary Investments and $501,359,093 for Secondary
Investments.
12. SEGMENT REPORTING
The Fund operates through a single operating and reporting segment with an investment objective to seek long-term
capital appreciation. The Fund opportunistically allocates its assets across a global portfolio of Private Markets
Investments. The chief operating decision maker ("CODM") is the Fund's President. The CODM assesses the
performance of the Fund and makes operating decisions on a consolidated basis, primarily based on the Fund's Net
Increase in Net Assets Resulting Attributable to Common Shares from Operations ("Net Income") as reported on the
accompanying Consolidated Statement of Operations. The CODM utilizes Net Income as a key metric in determining
the amount of dividends to be distributed to the Fund's shareholders, implementing investment policy decisions,
42
CARLYLE ALPINVEST PRIVATE MARKETS FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
strategic initiatives, and managing and assessing the Fund's portfolio. The CODM assesses performance for the
segment and determines how to allocate resources based on Net Income. As the Fund's operations are comprised of a
single reporting segment, the segment assets are reflected on the accompanying Consolidated Statement of Assets and
Liabilities as Total Assets and the significant segment expenses are listed on the accompanying Consolidated Statement
of Operations.
13. SUBSEQUENT EVENTS
Subsequent events after March 31, 2025, have been evaluated through the date the consolidated financial statements
were issued. Management has determined that there were no subsequent events to report through the issuance of these
consolidated financial statements.
43
CARLYLE ALPINVEST PRIVATE MARKETS FUND
DIVIDEND REINVESTMENT PLAN (UNAUDITED)
Carlyle AlpInvest Private Markets Fund (the "Fund") operates under the dividend reinvestment plan ("DRP")
administered by SS&C Global Investor & Distribution Solutions, Inc. as the Fund's transfer agent (the "Transfer
Agent"). Pursuant to the DRP, the Fund's distributions, net of any applicable U.S. withholding tax, are reinvested in
the same class of common shares of beneficial interest of the Fund ("Shares").
The Fund's shareholders (the "Shareholders") automatically participate in the DRP, unless and until an election is
made to withdraw from the plan on behalf of such participating Shareholder. A Shareholder who does not wish to
have distributions automatically reinvested may terminate participation in the DRP by written instructions to that
effect to the Transfer Agent. Shareholders who elect not to participate in the DRP will receive all distributions in
cash paid to the Shareholder of record (or, if the Shares are held in street or other nominee name, then to such
nominee). Such written instructions must be received by the Transfer Agent at least 5 days prior to the record date of
the distribution or the Shareholder will receive such distribution in Shares through the DRP. Under the DRP, the
Fund's distribution to Shareholders are automatically reinvested in full and fractional Shares as described below.
When the Fund declares a distribution, the Transfer Agent, on the Shareholder's behalf, will receive additional
authorized Shares from the Fund either newly issued or repurchased from Shareholders by the Fund and held as
treasury stock. The number of Shares to be received when distributions are reinvested will be determined by
dividing the amount of the distribution by the Fund's net asset value per Share.
The Transfer Agent will maintain all Shareholder accounts and furnish written confirmations of all transactions in
the accounts, including information needed by Shareholders for personal and tax records. The Transfer Agent will
hold Shares in the account of the Shareholders in non-certificated form in the name of the participant, and each
Shareholder's proxy, if any, will include those Shares purchased pursuant to the DRP. Each participant,
nevertheless, has the right to request certificates for whole and fractional Shares owned. The Fund will issue
certificates in its sole discretion. The Transfer Agent will distribute all proxy solicitation materials, if any, to
participating Shareholders.
In the case of Shareholders, such as banks, brokers or nominees, that hold Shares for others who are beneficial
owners participating under the DRP, the Transfer Agent will administer the DRP on the basis of the number of
Shares certified from time to time by the record Shareholder as representing the total amount of Shares registered in
the Shareholder's name and held for the account of beneficial owners participating under the DRP.
Neither the Transfer Agent nor the Fund shall have any responsibility or liability beyond the exercise of ordinary
care for any action taken or omitted pursuant to the DRP, nor shall they have any duties, responsibilities or liabilities
except such as expressly set forth herein. Neither shall they be liable hereunder for any act done in good faith or for
any good faith omissions to act, including, without limitation, failure to terminate a participant's account prior to
receipt of written notice of his or her death or with respect to prices at which Shares are purchased or sold for the
participants account and the terms on which such purchases and sales are made, subject to applicable provisions of
the federal securities laws.
The automatic reinvestment of distributions will not relieve participants of any federal, state or local income tax that
may be payable (or required to be withheld) on such distributions.
The Fund reserves the right to amend or terminate the DRP upon 90 days notice to Shareholders. There is no direct
service charge to participants with regard to purchases under the DRP; however, the Fund reserves the right to
amend the DRP to include a service charge payable by the participants.
A Shareholder holding Shares that participate in the DRP in a brokerage account may not be able to transfer the
Shares to another broker and continue to participate in the DRP.
All correspondence concerning the DRP should be directed to the Transfer Agent at Carlyle AlpInvest Private
Markets Fund, c/o SS&C Global Investor & Distribution Solutions, Inc., 430 W 7th Street, Suite 219537, Kansas
City, MO 64105-1407. Certain transactions can be performed by calling the toll free number (844) 417-4186.
44
CARLYLE ALPINVEST PRIVATE MARKETS FUND
MANAGEMENT OF THE FUND
NAME AND
YEAR OF
BIRTH (1),(2)
POSITION(S)
WITH THE
FUND
LENGTH OF
SERVICE
PRINCIPAL
OCCUPATION(S)
DURING PAST 5
YEARS
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
OTHER
DIRECTORSHIP
S HELD BY
TRUSTEE
INTERESTED TRUSTEES
Joseph O'Connor
(1981)
Trustee; Chair of
the Board;
President;
Principal
Executive Officer
Since February
2023
Managing Director
(2019 to present),
Principal (2015 to
2019), involved with
the Carlyle Group since
2008.
1
None
INDEPENDENT TRUSTEES
Victoria Ivashina
(1974)
Trustee;
Nominating and
Governance
Committee Chair
Since Inception
Professor of Finance
Harvard Business
School (2015 to
present); on Harvard
Business School faculty
since 2006.
1
None
Marc B. Moyers
(1955)
Trustee; Audit
Committee Chair
Since Inception
Clinical Professor of
Accounting, College of
William & Mary (2018
to present); Partner,
KPMG (1986 to 2015).
1
None
David Sylvester
(1956)
Trustee;
Independent
Trustee Committee
Chair
Since Inception
Partner, 3rd Gen Law
Group LLP (2012 to
present); Partner,
WilmerHale (1989 to
2005)
1
None
(1)Each Trustee serves an indefinite term until his or her successor is elected.
(2)The business address for each Trustee is One Vanderbilt Avenue, Suite 3400, New York, New York 10017.
In addition to Mr. O'Connor, other officers of the Fund are shown below:
NAME AND
YEAR OF
BIRTH (1)
POSITION(S)
WITH THE
FUND
LENGTH OF
SERVICE
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
Parker Hooper
(1985)
Treasurer;
Principal Financial
Officer
Since Inception
Principal and Regulated Funds Controller, AlpInvest Partners
(2022 to present); Vice President (2019 to 2022), Senior
Accounting Manager (2017 to 2022), Sixth Street Partners.
Cameron Fairall
(1977)
Secretary; Chief
Legal Officer
Since Inception
Managing Director, The Carlyle Group and Chief Compliance
Officer, AlpInvest Partners (2011 to present).
Jennifer Juste
(1980)
Chief Compliance
Officer
Since November
2023
Principal and Regulated Funds Attorney (2022 to Present);
Natixis Investment Managers 2019-2022 (Deputy Chief
Compliance Officer/Deputy General Counsel Mirova US LLC
2020-2022 and Chief Compliance Officer/ General Counsel
Ostrum US LLC 2019-2020).
Elizabeth Pelgrift
(1989)
Assistant
Secretary; Anti-
Money Laundering
Compliance
Officer
Since Inception
Compliance Officer, The Carlyle Group (2014 to present).
(1)The business address for each Officer is One Vanderbilt Avenue, Suite 3400, New York, New York 10017.
The Fund's Statement of Additional Information includes additional information about directors of the Registrant
and is available, without charge, upon request, by calling (844) 417-4186 or by referring to the SEC's website at
https://www.sec.gov.
45
CARLYLE ALPINVEST PRIVATE MARKETS FUND
PRIVACY POLICY (UNAUDITED)
As a Carlyle AlpInvest Private Markets Fund shareholder, you are entitled to know how we protect your personal
information and how we limit its disclosure.
Information Sources
We obtain nonpublic personal information about our shareholders from the following sources:
•The Subscription Agreement and other applications and forms.
•Your transactions with us, our affiliates or others.
Protection of Information
We do not disclose any nonpublic personal information (such as names on a customer list) about current or former
customers to anyone, except as permitted by law.
Disclosure of Information
We may use details about you and your investments to help us, our financial service affiliates, or firms that jointly
market their financial products and services with ours, to better serve your investment needs or suggest educational
material that may be of interest to you. If this requires us to provide you with an opportunity to "opt in" or "opt out"
of such information sharing with a firm not affiliated with us, you will receive notification on how to do so, before
any such sharing takes place.
Right of Refusal
We will not disclose your personal information to unaffiliated third parties (except as permitted by law), unless we
first offer you a reasonable opportunity to refuse or "opt out" of such disclosure.
Other Security Measures
We maintain physical, electronic and procedural safeguards to protect your personal account information. Our
employees and agents have access to that information only so that they may offer you products or provide services,
for example, when responding to your account questions.
Who We Are
This notice describes the privacy policy of the Carlyle AlpInvest Private Markets Fund. This notice was last updated
as of December 19, 2022. In the event it is updated or changed, we will post an updated notice on our website at
www.carlyle.com/capm. If you have any questions about this privacy policy write to us at PO Box 219537 Kansas
City, MO 64121-9537, or call us at 844-417-4186.
46
CARLYLE ALPINVEST PRIVATE MARKETS FUND
FEDERAL INCOME TAX INFORMATION (UNAUDITED)
In early 2025, if applicable, shareholders of record received information regarding a distribution paid to them by the
Fund during calendar year 2024.
The foregoing information is presented to assist shareholders in reporting distributions received from the Fund to the
Internal Revenue Service. Because of the complexity of the federal regulations which may affect your individual tax
return and the many variations in state and local tax regulations, we recommend that you consult your tax advisor for
specific guidance.
CARLYLE ALPINVEST PRIVATE MARKETS FUND
ADDITIONAL INFORMATION
PROXY VOTING POLICY
Information regarding how the Fund voted proxies relating to portfolio securities for the most recent twelve month
period ended June 30 as well as a description of the policies and procedures that the Fund uses to determine how to vote
proxies is available without charge, upon request, by calling (844) 417-4186 or by referring to the SEC's website at
https://www.sec.gov.
PORTFOLIO HOLDINGS
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal
year on Form N-PORT. Form N-PORT is available on the SEC's website at https://www.sec.gov and may be reviewed
and copied at the SEC's Public Reference Room in Washington, DC (1-800-SEC-0330). The information on Form N-
PORT is available without charge, upon request, by calling (844) 417-4186.
Item 2.
Code of Ethics.
(a)As of the end of the period covered by this report, Carlyle AlpInvest Private Markets Fund (the "Fund" or
"Registrant") has adopted a code of ethics (the "Code of Ethics") that applies to the Registrant's principal executive
officer, principal financial officer, principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the Registrant or a third party.
(c)During the period covered by this report, there have not been any amendments to the provisions of the
Code of Ethics.
(d)During the period covered by this report, the Registrant had not granted any express or implicit waivers
from the provisions of the Code of Ethics.
(e)Not applicable.
(f)The Registrant's Code of Ethics is incorporated by reference. See Item 19(a)(1).
Item 3.
Audit Committee Financial Expert.
(a)(1)The Board of Trustees (the "Board") of the Registrant has determined that the Registrant has at least one
Audit Committee Financial Expert serving on its audit committee (the "Audit Committee").
(a)(2)The Board of the Registrant has designated Mr. Marc B. Moyers as the Registrant's Audit Committee
Financial Expert. Marc B. Moyers is "independent" as defined in paragraph (a)(2) of Item 3 to Form N-CSR.
(a)(3)Not applicable.
Item 4.
Principal Accountant Fees and Services.
(a)Audit Fees: For the years ended March 31, 2025, and March 31, 2024, the Registrant's aggregate fees
billed for professional services rendered by the principal accountant for the audit of the Registrant's annual financial
statements or services that are normally provided by the principal accountant in connection with statutory and
regulatory filings or engagements were $213,131 and $282,100, respectively.
(b)Audit-Related Fees: For the years ended March 31, 2025, and March 31, 2024, no fees were billed for
assurance and related services by the principal accountant that were reasonably related to the performance of the
audit of the Registrant's financial statements and are not otherwise reported under paragraph (a) of this Item 4.
(c)Tax Fees: For the years ended March 31, 2025, and March 31, 2024, the aggregate fees billed for
professional services rendered by the Fund's tax adviser, PricewaterhouseCoopers LLP, for tax compliance, tax
advice and tax planning, which were comprised of the preparation of federal and state income tax returns, assistance
with calculation of required income, capital gain and excise distributions and preparation of Federal excise tax
returns, were $63,865 and $88,283, respectively.
(d)All Other Fees: For the years ended March 31, 2025, and March 31, 2024, no fees were billed for products
and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of
this Item 4.
(e)(1)The Audit Committee has adopted, and the Board has approved, pre-approval policies and procedures,
which are intended to comply with Rule 2-01 of Regulation S-X and sets forth guidelines and procedures to be
followed by the Fund when retaining an auditor to perform audit, audit-related, tax and other services for the Fund.
The Audit Committee must pre-approve the audit and non-audit services of the auditors prior to the auditor's
engagement.
(2)No services described in paragraphs (b) through (d) of this Item 4 were approved by the Registrant's audit
committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f)During the audit of Registrant's financial statements for the reporting period, less than 50 percent of the
hours expended on the principal accountant's engagement were attributed to work performed by persons other than
the principal accountant's full-time, permanent employees.
(g)For the years ended March 31, 2025, and March 31, 2024, no fees were billed for services by the
Registrant's accountant for services rendered to the Registrant, the Registrant's investment adviser (not including
any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another
investment adviser) and any entity controlling, controlled by, or under common control with the adviser that
provides ongoing services to the Registrant.
(h)The Audit Committee and Board have considered whether the provision of non-audit services to the
Registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is
subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under
common control with the investment adviser that provides ongoing services to the Registrant, that were not pre-
approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the
principal accountant's independence.
(i)Not applicable.
(j)Not applicable.
Item 5.
Audit Committee of Listed Registrants.
Not applicable to the Registrant.
Item 6.
Investments
(a) The Consolidated Schedule of Investments is included as part of the Report to Shareholders filed under Item 1(a)
of this report.
(b) Not applicable to the Registrant.
Item 7.
Financial Statements and Financial Highlights for Open-End Management
Investment Companies.
(a) Not applicable to closed-end investment companies.
(b) Not applicable to closed-end investment companies.
Item 8.
Changes in and Disagreements with Accountants for Open-End Management Investment
Companies.
Not applicable to closed-end investment companies.
Item 9.
Proxy Disclosures for Open-End Management Investment Companies.
Not applicable to closed-end investment companies.
Item 10.
Remuneration Paid to Directors, Officers, and Others of Open-End Management
Investment Companies.
Not applicable to closed-end investment companies.
Item 11.
Statement Regarding Basis for Approval of Investment Advisory Contract.
Not applicable for this annual report.
Item 12.
Disclosure of Proxy Voting Policies and Procedures for Closed-End Management
Investment Companies.
The Fund has delegated its proxy voting responsibility to the adviser. The proxy voting policies and procedures of
the adviser are set forth below. These guidelines are reviewed periodically by the adviser and the independent
trustees, and, accordingly, are subject to change.
An investment adviser registered under the Advisers Act has a fiduciary duty to act solely in the best interests of its
clients. As part of this duty, the adviser recognizes that it must vote portfolio securities in a timely manner free of
conflicts of interest and in the best interests of its clients. These policies and procedures for voting proxies are
intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.
The adviser will vote proxies relating to the Fund's portfolio securities in what it perceives to be the best interest of
the Fund's shareholders. The adviser will review on a case-by-case basis each proposal submitted to a shareholder
vote to determine its impact on the portfolio securities held by the Fund. Although the adviser will generally vote
against proposals that may have a negative impact on the Fund's portfolio securities, it may vote for such a proposal
if there exist compelling long-term reasons to do so.
The adviser's proxy voting decisions are made by its investment committee. To ensure that the vote is not the
product of a conflict of interest, the adviser will require that: (1) anyone involved in the decision making process
disclose to the adviser's investment committee, and independent trustees, any potential conflict that he or she is
aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (2) employees
involved in the decision making process or vote administration are prohibited from revealing how the adviser
intends to vote on a proposal in order to reduce any attempted influence from interested parties.
The Fund is required to file Form N-PX, with its complete proxy voting record for the twelve months ended June 30,
no later than August 31 of each year. The Fund's Form N-PX filing is available: (i) without charge, upon request, by
calling the Fund at Carlyle AlpInvest Private Markets Fund, c/o SS&C Global Investor & Distribution Solutions,
Inc., 430 W 7th Street, Suite 219537, Kansas City, MO 64105-1407, or (ii) by visiting the SEC's website at http://
www.sec.gov.
Item 13.
Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) As of the date of filing this report, the personnel of the investment adviser who currently have primary
responsibility for the management of the Registrant (the "Portfolio Managers") are:
Joseph O'Connor
Mr. O'Connor is an interested Trustee, the Chair of the Board and the President and Principal Executive Officer of
the Fund. He has been a Portfolio Manager since its inception. Mr. O'Connor is a Managing Director in the Primary
Fund Investments team focusing on U.S. transactions and also serves on the firm's Investment Committee. He
joined AlpInvest Partners in 2008 from Cambridge Associates, where he was a Senior Associate in the U.S. private
equity research team covering U.S. buyout, distressed and private credit GPs. Mr. O'Connor received a BS in
Business Administration from Northeastern University and is a CFA ® Charterholder. He represents AlpInvest
Partners on a number of advisory boards of fund partnerships.
Sid Murdeshwar
Mr. Murdeshwar became a Portfolio Manager in February 2023. He is a Managing Director in the Co-Investment
team where he is responsible for transactions in North America. Mr. Murdeshwar joined AlpInvest Partners in 2012
from Wafra Partners, where he was a Vice President in the private equity group based in New York. Mr.
Murdeshwar received a BS in Finance and Information Services from the Stern School of Business at New York
University and an MS in Accounting from the McIntire School of Commerce at the University of Virginia, and is a
licensed CPA in the state of New York.
Eric Anton
Mr. Anton became a portfolio manager of the Fund in February 2024. He is a Managing Director in the Secondary
and Portfolio Finance team where he is responsible for transactions in North America. Mr. Anton joined AlpInvest
Partners in 2011 from Jefferies, where he was an investment banker focused on healthcare. Prior to Jefferies, Mr.
Anton was with Ziegler, where he focused on M&A. Mr. Anton received a B.A. from Colgate University. He
represents AlpInvest Partners on a number of advisory boards of fund partnerships.
Matthew Romanczuk
Mr. Romanczuk became a portfolio manager of the Fund in February 2024. He is a Managing Director in the
Secondary and Portfolio Finance team where he is responsible for transactions in North America. Mr. Romanczuk
joined AlpInvest Partners in 2011 from Peter J. Solomon Company, where he was an investment banking analyst
focused on M&A. Mr. Romanczuk received an A.B. in Economics, magna cum laude, from Harvard University. He
represents AlpInvest Partners on a number of advisory boards of fund partnerships.
(a)(2) In addition to the Fund, the Portfolio Managers manage, or are affiliated with, other accounts, including other
pooled investment vehicles. The table below identifies the number of accounts for which the Portfolio Managers
have day-to-day management responsibilities and the total assets in such accounts, within each of the following
categories: registered investment companies, other pooled investment vehicles and other accounts, as of March 31,
2025. The accounts included within the categories "other pooled investment vehicles" and "other accounts" consist
of accounts that invest primarily in U.S. primary fund investments.
Registered Investment
Companies
Other Pooled Investment
Vehicles
Other Accounts
Portfolio Manager
Number of
Accounts (1)
Total Assets
Number of
Accounts
Total Assets
Number of
Accounts
Total Assets
Joseph O'Connor
0
$-
41
$11,766,051,639
4
$17,835,923,895
Sid Murdeshwar
0
$-
58
$29,019,373,814
5
$18,300,901,427
Eric Anton
0
$-
100
$40,587,081,445
16
$21,059,748,951
Matthew Romanczuk
0
$-
100
$40,587,081,445
16
$21,059,748,951
(1)Does not include Fund.
The table below identifies the number of accounts for which the Portfolio Managers have day-to-day management
responsibilities and the total assets in such accounts with respect to which the advisory fee is based on the
performance of the account, within each of the following categories: registered investment companies, other pooled
investment vehicles, and other accounts, as of March 31, 2025. The accounts included within the categories "other
pooled investment vehicles" and "other accounts" consist of accounts that invest primarily in U.S. primary fund
investments.
Registered Investment
Companies for which
AlpInvest receives a
performance-based fee
Other Pooled Investment
Vehicles managed for
which AlpInvest receives a
performance-based fee
Other Accounts managed for
which AlpInvest
receives a performance-
based fee
Portfolio Manager
Number of
Accounts (1)
Total Assets
Number of
Accounts
Total Assets
Number of
Accounts
Total Assets
Joseph O'Connor
0
$-
25
$9,065,417,858
3
$17,301,295,433
Sid Murdeshwar
0
$-
56
$28,983,612,924
5
$18,300,901,427
Eric Anton
0
$-
69
$37,591,927,434
5
$18,300,901,427
Matthew Romanczuk
0
$-
69
$37,591,927,434
5
$18,300,901,427
(1)Does not include Fund.
Conflicts of Interest
The Portfolio Managers may manage separate accounts or other pooled investment vehicles that may have materially
higher or different fee arrangements than the Registrant and may also be subject to performance-based fees. The
side-by-side management of these separate accounts and pooled investment vehicles may raise potential conflicts of
interest relating to cross-trading and the allocation of investment opportunities. The adviser has a fiduciary
responsibility to manage all client accounts in a fair and equitable manner. The adviser seeks to provide best
execution of all securities transactions and to allocate investments to client accounts in a fair and reasonable manner.
To this end, the adviser has developed policies and procedures designed to mitigate and manage the potential
conflicts of interest that may arise from side-by-side management.
(a)(3) Portfolio Manager Compensation
The discussion below describes the Portfolio Managers' compensation as of March 31, 2025.
Compensation packages at the firm are structured such that key professionals have a vested interest in the continuing
success of the firm. Portfolio managers' compensation is comprised of base salary and a discretionary, performance-
driven annual bonus. Certain key individuals may also receive a long-term incentive award and/or a performance fee
award. As part of the firm's continuing effort to monitor retention, the adviser participates in annual compensation
surveys of investment management firms and subsidiaries to ensure that the adviser's compensation is competitive
with industry standards. The base salary component is generally positioned at mid-market. Increases are tied to
market, individual performance evaluations and budget constraints. Portfolio Managers may receive a yearly bonus.
Factors impacting the potential bonuses include but are not limited to: i) investment performance of funds/accounts
managed by a Portfolio Manager, ii) financial performance of the adviser, iii) client satisfaction, and iv) teamwork.
Long-term incentives are designed to share the long-term success of the firm and take the form of deferred cash
awards, which may include an award that resembles restricted stock.
(a)(4) Disclosure of Securities Ownership
The following table sets forth the dollar range of equity securities beneficially owned by each Portfolio Manager in
the Registrant as of March 31, 2025:
Name of Portfolio Manager
Dollar Range of Equity Securities in the Fund
Joseph O'Connor
None
Sid Murdeshwar
None
Eric Anton
None
Matthew Romanczuk
None
(b) Not applicable.
Item 14.
Purchases of Equity Securities by Closed-End Management Investment Company and
Affiliated Purchasers.
Not Applicable to the Registrant.
Item 15.
Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which the Registrant's shareholders may recommend
nominees to the Board that would require disclosure herein.
Item 16.
Controls and Procedures.
(a)The Registrant's principal executive and principal financial officers have concluded that the Registrant's
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as
amended (the "1940 Act")) are effective as of a date within 90 days of the filing date of this Form N-CSR that
includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures
required by Rule 30a-3(b) under the 1940 Act) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act
of 1934, as amended.
(b)There were no changes in the Registrant's internal control over financial reporting (as defined in Rule
30a-3(d) under 1940 Act) that occurred during the period covered by this report that has materially affected, or is
reasonably likely to materially affect, the Registrant's internal control over financial reporting.
Item 17.
Disclosure of Securities Lending Activities for Closed End Management Investment
Companies.
(a) Not applicable to the Registrant.
(b) Not applicable to the Registrant.
Item 18.
Recovery of Erroneously Awarded Compensation.
Not applicable.
Item 19.
Exhibits.
(a)(1) The Registrant's Code of Ethics is incorporated by reference to the Registrant's Form N-CSR filed June 7,
2023
(a)(2)Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17
CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon
which the registrant's securities are listed - Not applicable.
(a)(3) The certifications required by Rule 30a-2(a) of the 1940 Act are attached hereto.
(a)(4)Not applicable.
(a)(5)Not applicable.
(b) The certifications required by Rule 30a-2(b) of the 1940 Act and Section 906 of the Sarbanes Oxley Act of
2002 are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CARLYLE ALPINVEST PRIVATE MARKETS FUND
By:/s/ Joseph O'Connor
Joseph O'Connor
President (Principal Executive Officer)
Date:June 9, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has
been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By:/s/ Joseph O'Connor
Joseph O'Connor
President (Principal Executive Officer)
Date: June 9, 2025
By:/s/ Parker Hooper
Parker Hooper
Treasurer (Principal Financial Officer)
Date:June 9, 2025
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