Carlyle AlpInvest Private Markets Fund Sample Contracts

CUSTODY AGREEMENT Dated September 1, 2022 Between UMB BANK, N.A. and CARLYLE ALPINVEST PRIVATE MARKETS FUND
Custody Agreement • October 5th, 2022 • Carlyle AlpInvest Private Markets Fund

This agreement (the “Agreement”) made as of the date first set forth above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter “Custodian”) and Carlyle AlpInvest Private Markets Fund, a Delaware statutory trust (the “Fund”).

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CARLYLE ALPINVEST PRIVATE EQUITY OPPORTUNITIES FUND AGREEMENT AND DECLARATION OF TRUST December 7, 2021
Agreement and Declaration of Trust • May 16th, 2022 • Carlyle AlpInvest Private Equity Opportunities Fund

This AGREEMENT AND DECLARATION OF TRUST is made on December 7, 2021 by and among, on the one hand, the individuals executing this Declaration as Trustees and those who may in the future be duly elected or appointed, qualified and serving as Trustees on the Board of Trustees and, on the other hand, the holders from time to time of the shares of beneficial interest issued hereunder.

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CREDIT AGREEMENT dated as of March 9, 2023 by and among CARLYLE ALPINVEST PRIVATE MARKETS FUND as Borrower ALPINVEST CAPM HOLDINGS, LLC, ALPINVEST SEED FUND LIMITED PARTNER, LLC and ALPINVEST SEED FUND, L.P. and ACP 2022 MARVEL BLOCKER LLC as Holding...
Credit Agreement • July 26th, 2024 • Carlyle AlpInvest Private Markets Fund • New York

WHEREAS, the Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein;

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Services Agreement
Services Agreement • October 5th, 2022 • Carlyle AlpInvest Private Markets Fund • New York

SS&C Tech, SS&C DST, SS&C ALPS, SS&C, Fund and Investment Manager each may be referred to individually as a “Party” or collectively as “Parties.”

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 26th, 2024 • Carlyle AlpInvest Private Markets Fund

This AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT (the “Agreement”), dated as of July 17, 2024, is between AlpInvest Private Equity Investment Management, LLC, a Delaware limited liability company (the “Adviser”), and Carlyle AlpInvest Private Markets Fund, a Delaware statutory trust (the “Fund”).

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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • July 26th, 2024 • Carlyle AlpInvest Private Markets Fund

This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of June 24, 2024 (this “Amendment”) by and among CARLYLE ALPINVEST PRIVATE MARKETS FUND (the “Borrower”), ALPINVEST CAPM HOLDINGS, LLC (“Holding I”), ALPINVEST SEED FUND LIMITED PARTNER, LLC (“Holding II”), ALPINVEST SEED FUND, L.P (“Holding III”), ACP 2022 MARVEL BLOCKER LLC (“Holding IV” and, together with the Borrower, Holding I, Holding II and Holding III, the “Credit Parties”) and BARCLAYS BANK PLC (the “Initial Lender” and the “Agent”), amends certain provisions of the Credit Agreement, dated as of March 9, 2023, by and among each Credit Party, the Initial Lender and the Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

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ADMINISTRATIVE AND SHAREHOLDER SERVICES AGREEMENT for Carlyle AlpInvest Private Markets Fund and any Subsidiary of the Fund set forth on Appendix A hereto
Administrative and Shareholder Services Agreement • October 5th, 2022 • Carlyle AlpInvest Private Markets Fund • Delaware

This ADMINISTRATIVE AND SHAREHOLDER SERVICES AGREEMENT (the “Agreement”), dated as of the [__] day of [_______] 2022 (the “Effective Date”) is entered into by and between Carlyle AlpInvest Private Markets Fund (the “Fund”) and AlpInvest Private Equity Investment Management, LLC (the “Manager”).

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CARLYLE ALPINVEST PRIVATE MARKETS FUND FORM OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 5th, 2022 • Carlyle AlpInvest Private Markets Fund • Delaware

This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of [_____________], 2022, is between AlpInvest Private Equity Investment Management, LLC, a Delaware limited liability company (the “Manager”), and Carlyle AlpInvest Private Markets Fund, a Delaware statutory trust (the “Fund”), and any wholly-owned and controlled subsidiary of the Fund from time to time (each, a “Subsidiary”).

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CARLYLE ALPINVEST PRIVATE MARKETS FUND FORM OF INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • October 5th, 2022 • Carlyle AlpInvest Private Markets Fund • Delaware

This INVESTMENT SUBADVISORY AGREEMENT (the “Subadvisory Agreement”), dated as of [___________], 2022, is between Carlyle Global Credit Investment Management L.L.C., a Delaware limited liability company (the “Subadviser”) and AlpInvest Private Equity Investment Management, LLC, a Delaware limited liability company (the “Adviser”), for Carlyle AlpInvest Private Markets Fund, a Delaware statutory trust (the “Fund”), and any wholly-owned and controlled subsidiary of the Fund that may be formed by the Fund from time to time (each, a “Subsidiary”).

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AMENDMENT ONE
Services Agreement • October 5th, 2022 • Carlyle AlpInvest Private Markets Fund

This amendment (the “Amendment”) between the parties signing below (the “Parties”) amends the Existing Agreement as of September 30, 2022:

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AMENDMENT to the AGREEMENT AND DECLARATION OF TRUST of CARLYLE ALPINVEST PRIVATE EQUITY OPPORTUNITIES FUND
Agreement and Declaration of Trust • May 16th, 2022 • Carlyle AlpInvest Private Equity Opportunities Fund

This AMENDMENT to the Agreement and Declaration of Trust of Carlyle AlpInvest Private Equity Opportunities Fund (the “Trust”), dated December 7, 2021 (the “Declaration”), is made on May 12, 2022 by the Trustees hereunder. Capitalized terms not defined herein have the meanings given to such terms in the Declaration.

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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • August 1st, 2024 • Carlyle AlpInvest Private Markets Fund

This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of June 24, 2024 (this “Amendment”) by and among CARLYLE ALPINVEST PRIVATE MARKETS FUND (the “Borrower”), ALPINVEST CAPM HOLDINGS, LLC (“Holding I”), ALPINVEST SEED FUND LIMITED PARTNER, LLC (“Holding II”), ALPINVEST SEED FUND, L.P (“Holding III”), ACP 2022 MARVEL BLOCKER LLC (“Holding IV” and, together with the Borrower, Holding I, Holding II and Holding III, the “Credit Parties”) and BARCLAYS BANK PLC (the “Initial Lender” and the “Agent”), amends certain provisions of the Credit Agreement, dated as of March 9, 2023, by and among each Credit Party, the Initial Lender and the Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

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AMENDMENT NO. 2 to the AGREEMENT AND DECLARATION OF TRUST of CARLYLE ALPINVEST PRIVATE EQUITY OPPORTUNITIES FUND
Agreement and Declaration of Trust • October 5th, 2022 • Carlyle AlpInvest Private Markets Fund

This AMENDMENT NO. 2 (the “Amendment”) to the Agreement and Declaration of Trust of Carlyle AlpInvest Private Equity Opportunities Fund (the “Trust”), dated December 7, 2021 (the “Declaration”), is made on August 30, 2022 by the Trustees hereunder. Capitalized terms not defined herein have the meanings given to such terms in the Declaration.

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FORM OF PRINCIPAL UNDERWRITER AGREEMENT
Principal Underwriter Agreement • October 5th, 2022 • Carlyle AlpInvest Private Markets Fund • Delaware

This PRINCIPAL UNDERWRITER AGREEMENT (this “Agreement”) is entered into on and effective as of [___________ ___], 2022 by and between Carlyle AlpInvest Private Markets Fund (the “Fund”), a Delaware statutory trust, and TCG Capital Markets L.L.C. (“TCG”), a Delaware limited liability company having its principal place of business at 1 Vanderbilt Avenue, Suite 3400, New York, New York 10017.

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