Common use of Other Certifications Clause in Contracts

Other Certifications. The undersigned understands that it may be a violation of state and federal law for the undersigned to provide this certification if it knows that it is not true. The undersigned has read the Fund s most recently updated prospectus, statement of additional information and any appendices thereto, including the investor qualification and investor suitability provisions, as contained therein. The undersigned understands that an investment in the Fund involves a considerable amount of risk and that some or all of the investment may be lost. The undersigned understands that an investment in the Fund is suitable only for investors who can bear the risks associated with the limited liquidity of the investment and should be viewed as a long-term investment. The undersigned is aware of the Fund s limited provisions for transferability and withdrawal and has carefully read and understands the “Repurchases and Transfers of Shares” provision in the prospectus. If the undersigned is a fiduciary executing this application on behalf of an employee benefit plan subject to ERISA (a “Fiduciary”), the undersigned represents and warrants that the undersigned has considered the following with respect to the Benefit Plan s investment in the Fund and has determined that, in review of such considerations, the investment is consistent with the Fiduciary s responsibilities under ERISA: (i) the fiduciary investment standards under XXXXX in the context of the plan s particular circumstances; (ii) the permissibility of an investment in the Fund under the documents governing the plan and the Fiduciary; and (iii) the risks associated with an investment in the Fund and the fact that the plan may be unable to redeem the investment, although the Fund may repurchase the investment at certain times and under certain conditions set forth in the prospectus. The undersigned is not a retirement, pension or similar plan or trust (collectively, a “Pension Plan”) which is established by a state, or a municipality of such state, that prohibits the use of placement agents or finders in connection with investments by such state s or municipality s Pension Plans. If the undersigned is signing on behalf of an entity, the undersigned represents and warrants that the undersigned is duly authorized to execute this account application and to conduct transactions in this account on behalf of that entity. The undersigned is purchasing shares for its own account, and not with a view to the distribution, assignment, transfer or other disposition of the shares. The undersigned authorizes the Fund to use other sources of information, including obtaining a credit report or other financial responsibility report about the undersigned, at any time to verify the information provided herein and to determine the identity of the owners of the account. The undersigned understands that, upon written request, the Fund will provide the undersigned the name and address of any such credit agency used. All information provided herein is true, accurate and complete, and may be relied upon by the Fund until otherwise notified. The undersigned agrees to (1) notify AlpInvest Private Equity Investment Management, LLC (the “Adviser”) by calling [(000)-000-0000] and (2) promptly contact the Adviser in writing whenever there has been a change that would affect the representations or account information provided herein. If the undersigned is purchasing Shares to be held within a brokerage account, any proceeds from future tenders for repurchase will generally need to be returned to that brokerage account. In any event, the undersigned understands that the tender offer documents will provide further detail of any options that may be available to the undersigned in connection with such repurchase offers. The undersigned understands that your Financial Advisor may receive compensation with respect to clients that have invested in the Fund for as long as such clients remain invested in the Fund. Please contact your Financial Advisor for details. By signing below, the undersigned understands that the Fund and its affiliates are relying on the certification and agreements made herein in determining the undersigned's qualification and suitability as an investor in the Fund. The undersigned understands that an investment in the Fund is not appropriate for, and may not be acquired by, any person who cannot make the certifications herein, and agrees to indemnify the Fund, AlpInvest Private Equity Investment Management, LLC, Carlyle Global Credit Investment Management L.L.C. (“CGCIM”), the Trustees of the Fund and/or any of their affiliates and hold harmless from any liability that the Fund, the Adviser, CGCIM, the Trustees of the Fund and/or any of their affiliates may incur as a result of this certification being untrue in any respect. By signing below, the undersigned hereby executes as a shareholder and agrees to be bound by the Fund s policies as disclosed in the Fund s organizational and disclosure documents.

Other Certifications. The undersigned Subscriber understands that it may be a violation of state and federal law for the undersigned Subscriber to provide this certification if it Subscriber knows that it is not true. The undersigned Subscriber has read the Fund s Fund’s most recently updated prospectus, statement of additional information and any appendices thereto, including the investor qualification and investor suitability provisions, as contained therein. The undersigned Subscriber understands that an investment in the Fund involves a considerable amount of risk and that some or all of the investment may be lost. The undersigned Subscriber understands that an investment in the Fund is suitable only for investors who can bear the risks associated with the limited liquidity of the investment and should be viewed as a long-term investment. The undersigned Subscriber is aware of the Fund s Fund’s limited provisions for transferability and withdrawal and has carefully read and understands the “Repurchases and Transfers of Shares” provision provisions in the prospectus. The Subscriber agrees to indemnify and hold harmless the Fund, the Trustees of the Fund, Blackstone Real Estate Income Advisors L.L.C., each other shareholder of the Fund and their respective affiliates against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which those persons may become subject by reason of or arising from any transfer of the Shares made by the Subscriber in violation of the provisions described under “Repurchases and Transfers of Shares” in the prospectus or any misrepresentation made by undersigned in connection with any transfer of the Shares. If the undersigned Subscriber is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA” and such plan a fiduciary “Benefit Plan”) and is executing this application on behalf of an employee benefit plan subject to ERISA a Benefit Plan fiduciary as defined in section 3(21) of such act (a “Fiduciary”)) , the undersigned Subscriber represents and warrants that the undersigned Subscriber has considered the following with respect to the Benefit Plan s Plan’s investment in the Fund and has determined that, in review of such considerations, the investment is consistent with the Fiduciary s Fiduciary’s responsibilities under ERISA: (i) the fiduciary investment standards under XXXXX ERISA in the context of the plan s Benefit Plan’s particular circumstances; (ii) the permissibility of an investment in the Fund under the documents governing the plan Benefit Plan and the Fiduciary; and (iii) the risks associated with an investment in the Fund and the fact that the plan Benefit Plan may be unable to redeem the investment, although the Fund may repurchase the investment at certain times and under certain conditions set forth in the prospectus. The undersigned is not a retirement, pension or similar plan or trust (collectively, a “Pension Plan”) which is established by a state, or a municipality of such state, that prohibits the use of placement agents or finders in connection with investments by such state s or municipality s Pension Plans. If the undersigned is signing on behalf of an entity, the undersigned Subscriber represents and warrants that it is not a current or former senior political figure1 or politically exposed person.2 1 A “senior foreign political figure” is defined as (a) a current or former senior official in the undersigned is duly authorized to execute this account application and to conduct transactions in this account on behalf executive, legislative, administrative, military or judicial branches of that entity. The undersigned is purchasing shares for its own accounta non-U.S. government (whether elected or not), and not with a view to the distributioncurrent or former senior official of a major non-U.S. political party, assignmentor a current or former senior executive of a non-U.S. government-owned commercial enterprise; (b) a corporation, transfer business, or other disposition of entity that has been formed by, or for the shares. The undersigned authorizes the Fund to use other sources of informationbenefit of, including obtaining a credit report or other financial responsibility report about the undersigned, at any time to verify the information provided herein and to determine the identity of the owners of the account. The undersigned understands that, upon written request, the Fund will provide the undersigned the name and address such individual; (c) an immediate family member of any such credit agency used. All information provided herein individual; and (d) a person who is true, accurate widely and complete, and may be relied upon publicly known (or is actually known by the Fund until otherwise notified. The undersigned agrees to (1Subscriber) notify AlpInvest Private Equity Investment Management, LLC (the “Adviser”) by calling [(000)-000-0000] and (2) promptly contact the Adviser in writing whenever there has been a change that would affect the representations or account information provided herein. If the undersigned is purchasing Shares to be held within a brokerage account, any proceeds from future tenders for repurchase will generally need to be returned to that brokerage accountclose associate of such individual. In any event, the undersigned understands that the tender offer documents will provide further detail of any options that may be available to the undersigned in connection with such repurchase offers. The undersigned understands that your Financial Advisor may receive compensation with respect to clients that have invested in the Fund for as long as such clients remain invested in the Fund. Please contact your Financial Advisor for details. By signing below, the undersigned understands that the Fund and its affiliates are relying on the certification and agreements made herein in determining the undersigned's qualification and suitability as an investor in the Fund. The undersigned understands that an investment in the Fund is not appropriate for, and may not be acquired by, any person who cannot make the certifications herein, and agrees to indemnify the Fund, AlpInvest Private Equity Investment Management, LLC, Carlyle Global Credit Investment Management L.L.C. (“CGCIM”), the Trustees of the Fund and/or any of their affiliates and hold harmless from any liability that the Fund, the Adviser, CGCIM, the Trustees of the Fund and/or any of their affiliates may incur as a result For purposes of this certification being untrue in any respect. By signing belowdefinition, a “senior official” or “senior executive” means an individual with substantial authority over policy, operations, or the undersigned hereby executes as use of government-owned resources; and “immediate family member” means a shareholder spouse, parents, siblings, children and agrees to be bound by the Fund s policies as disclosed in the Fund s organizational and disclosure documentsspouse’s parents or siblings.

Other Certifications. The undersigned Subscriber understands that it may be a violation of state and federal law for the undersigned Subscriber to provide this certification if it Subscriber knows that it is not true. The undersigned Subscriber has read the Fund s Fund’s most recently updated prospectus, statement of additional information and any appendices thereto, including the investor qualification and investor suitability provisions, as contained therein. The undersigned Subscriber understands that an investment in the Fund involves a considerable amount of risk and that some or all of the investment may be lost. The undersigned Subscriber understands that an investment in the Fund is suitable only for investors who can bear the risks associated with the limited liquidity of the investment and should be viewed as a long-term investment. The undersigned Subscriber is aware of the Fund s Fund’s limited provisions for transferability and withdrawal and has carefully read and understands the “Repurchases and Transfers of Shares” provision provisions in the prospectus. The Subscriber agrees to indemnify and hold harmless the Fund, the Trustees of the Fund, Blackstone Real Estate Income Advisors L.L.C., each other shareholder of the Fund and their respective affiliates against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which those persons may become subject by reason of or arising from any transfer of the Shares made by the Subscriber in violation of the provisions described under “Repurchases and Transfers of Shares” in the prospectus or any misrepresentation made by undersigned in connection with any transfer of the Shares. If the undersigned Subscriber is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA” and such plan a fiduciary “Benefit Plan”) and is executing this application on behalf of an employee benefit plan subject to ERISA a Benefit Plan fiduciary as defined in section 3(21) of such act (a “Fiduciary”)) , the undersigned Subscriber represents and warrants that the undersigned Subscriber has considered the following with respect to the Benefit Plan s Plan’s investment in the Fund and has determined that, in review of such considerations, the investment is consistent with the Fiduciary s Fiduciary’s responsibilities under ERISA: (i) the fiduciary investment standards under XXXXX ERISA in the context of the plan s Benefit Plan’s particular circumstances; (ii) the permissibility of an investment in the Fund under the documents governing the plan Benefit Plan and the Fiduciary; and (iii) the risks associated with an investment in the Fund and the fact that the plan Benefit Plan may be unable to redeem the investment, although the Fund may repurchase the investment at certain times and under certain conditions set forth in the prospectus. The undersigned is not a retirement, pension or similar plan or trust (collectively, a “Pension Plan”) which is established by a state, or a municipality of such state, that prohibits the use of placement agents or finders in connection with investments by such state s or municipality s Pension Plans. If the undersigned is signing on behalf of an entity, the undersigned Subscriber represents and warrants that the undersigned is duly authorized to execute this account application and to conduct transactions in this account on behalf of that entity. The undersigned is purchasing shares for its own account, and not with a view to the distribution, assignment, transfer or other disposition of the shares. The undersigned authorizes the Fund to use other sources of information, including obtaining a credit report or other financial responsibility report about the undersigned, at any time to verify the information provided herein and to determine the identity of the owners of the account. The undersigned understands that, upon written request, the Fund will provide the undersigned the name and address of any such credit agency used. All information provided herein is true, accurate and complete, and may be relied upon by the Fund until otherwise notified. The undersigned agrees to (1) notify AlpInvest Private Equity Investment Management, LLC (the “Adviser”) by calling [(000)-000-0000] and (2) promptly contact the Adviser in writing whenever there has been a change that would affect the representations or account information provided herein. If the undersigned is purchasing Shares to be held within a brokerage account, any proceeds from future tenders for repurchase will generally need to be returned to that brokerage account. In any event, the undersigned understands that the tender offer documents will provide further detail of any options that may be available to the undersigned in connection with such repurchase offers. The undersigned understands that your Financial Advisor may receive compensation with respect to clients that have invested in the Fund for as long as such clients remain invested in the Fund. Please contact your Financial Advisor for details. By signing below, the undersigned understands that the Fund and its affiliates are relying on the certification and agreements made herein in determining the undersigned's qualification and suitability as an investor in the Fund. The undersigned understands that an investment in the Fund it is not appropriate for, and may not be acquired by, any person who cannot make the certifications herein, and agrees to indemnify the Fund, AlpInvest Private Equity Investment Management, LLC, Carlyle Global Credit Investment Management L.L.C. (“CGCIM”), the Trustees of the Fund and/or any of their affiliates and hold harmless from any liability that the Fund, the Adviser, CGCIM, the Trustees of the Fund and/or any of their affiliates may incur as a result of this certification being untrue in any respect. By signing below, the undersigned hereby executes as a shareholder and agrees to be bound by the Fund s policies as disclosed in the Fund s organizational and disclosure documents.current or former senior political figure1 or politically exposed person.2