AlpInvest US Holdings LLC

Item 5. Fees and Compensation

With respect to any Advisory Client, AlpInvest or one of its affiliates is typically paid a management fee.
Further, AlpInvest typically receives performance-based fees or allocations (e.g., carried interest or similar
profit allocations) from most Advisory Clients. Certain Advisory Clients also pay an administration fee to
AlpInvest or one of its affiliates. The specific legal and/or organizational documents of the relevant
Advisory Client (which may include limited partnership or other similar agreements, subscription
agreements and side letters) or the investment advisory agreement between AlpInvest and such Advisory
Client set forth the fee structure relevant to such Advisory Client.

Advisory Clients also typically bear certain out-of-pocket expenses incurred by AlpInvest and its affiliates
in connection with the services provided to such Advisory Clients. Details about such fees and expenses
are contained in the organizational documents of an Advisory Client. The following sections discuss the
most common fees and expenses in more detail.

For the purposes of this Item 5, references to “AlpInvest” and the “Firm” also include its advisory affiliates,
including AlpInvest BV, AlpInvest UK, AlpInvest HK and AlpInvest SG, but do not, unless otherwise
noted, include APEIM (as hereinafter defined), CIM, CGCIM, TCG Capital Markets (as hereinafter
defined), or Carlyle. For additional information regarding any of CIM or CGCIM, including persons related
to such advisers that may act as investment advisers or sub-advisers or commodity pool operators please
see Part 2 of Form ADV of such particular investment adviser, available at:
http://www.adviserinfo.sec.gov/.

Common Types of Fees

Management Fees and Administration Fees

Typically, every Advisory Client is required to pay AlpInvest (or an affiliate) an asset management fee
quarterly in advance. Management fees are generally calculated at an annual rate ranging from 0.1% to
1.6% of either available capital commitments or committed capital to investments for a period of one to
five (or more) years, and thereafter the basis for the management fee typically changes to either net invested
capital, net asset value, or the lower of cost and net asset value of underlying investments; however, certain
Advisory Clients are charged a management fee for the entire duration of the Advisory Client relationship
based on either the net asset value of underlying investments, the net invested capital of underlying
investments or the sum of (i) either (a) net invested capital or (b) net asset value in respect of each
underlying investment and (ii) any amounts committed to underlying investments but are not yet funded.
Certain Advisory Clients will also be subject to a minimum fee per active investment. Additionally,
differing fee rates may be applied to different strategies employed within a single Advisory Client’s
mandate which will typically result in a blended overall fee load. Fees, costs and expenses allocated to a
portfolio investment at the time of investment or otherwise incurred in connection with the investment
transaction are, in certain instances (and typically temporarily), included in the net asset value with respect
to such portfolio company. Transaction-related fees, costs and expenses can include amounts paid to
AlpInvest or its affiliates, and a portfolio investment may use capital invested by an Advisory Client to
fund transaction-related or other fees, costs and expenses. In addition, the annual management fee may be
increased for certain investors in a Fund by a servicing fee (generally 0.1 percent for investors with
aggregate capital commitments that are less than or equal to the minimum set forth in the Fund’s governing
documents), which fee can be waived in the discretion of the Fund’s general partner. For certain Advisory
Clients, borrowings will also be taken into account for purposes of calculating the management fee, as
provided in an Advisory Client’s governing documents. When a new investor is admitted to a Fund
following the date on which the Fund first begins calling capital to pay management fees to AlpInvest, the
new investor will generally be charged a management fee retroactive to such date. If management fees with

AlpInvest US Holdings | Form ADV Part 2A

respect to an Advisory Client are assessed in advance, they are generally required to be returned to such
Advisory Client should AlpInvest’s management services to the Advisory Client be terminated prior to the
end of the period in respect of which the fees have been paid (unless otherwise agreed to by the requisite
holders of interest in a Fund or Separate Account as set forth in such Advisory Client’s governing
agreements). In general, the amount of such fees to be returned is calculated based on the number of days
remaining in the applicable period. Unless otherwise agreed with an Advisory Client’s investors,
management fees will continue to be payable during any term extensions.

Management fees are generally paid by or on behalf of an Advisory Client by (i) requiring investors in such
Advisory Client to make capital contributions in respect of such fees, or (ii) withholding the amount of such
fees from investment proceeds that would otherwise be distributable to the investors of such Advisory
Client. The management fee is typically deducted from an Advisory Client investor’s capital account,
although certain Advisory Clients pay their management fee directly to the Firm. In addition, AlpInvest or
one of its affiliates often has the ability to cause an Advisory Client to borrow money to bridge capital
drawdowns from investors. Such borrowed funds can then be used (in part) for the payment of such fees,
in which case the Advisory Client will bear any interest expense and other borrowing costs incurred in
respect of such borrowed funds.
...

Item 7. Types of Clients

AlpInvest currently provides investment advisory services for Separate Accounts in respect of sophisticated
institutional investors, including government entities, pension funds, insurance companies, and large family
offices. AlpInvest typically structures its Separate Accounts as a “fund of one” where there is a single
third-party investor or small number of affiliated third-party investors as limited partners (or equivalent) in
an investment vehicle organized and managed by AlpInvest or one of its controlled affiliates. AlpInvest
also provides advisory services to Funds and other pooled investment vehicles that are organized or
sponsored by AlpInvest or its affiliates. Interests in AlpInvest’s Funds are typically offered only to

  For example, if one Advisory Client is in a net loss position and another Advisory Client is in a net gain position, the Advisory Client in the net
loss position will either (i) not generate a carried interest from such investment, or (ii) generate less carried interest from such investment to the
extent profits are required to make up for previous losses.

AlpInvest US Holdings | Form ADV Part 2A

institutional and other sophisticated investors, such as government entities (e.g., sovereign wealth funds),
pension funds, insurance companies and large endowments, as well as ultra-high-net-worth individuals and
family offices. AlpInvest also provides other advisory, sub-advisory and co-advisory services as described
above.

While AlpInvest does not impose a minimum amount for establishing a client account, generally a
$5,000,000 minimum commitment to a Fund or $100,000,000 minimum commitment to a Separate Account
is required. However, AlpInvest, in its sole discretion, will (or will cause a Fund’s general partner to)
accept commitments that are less than such minimum or require commitments in excess of such minimum.

Interests in Funds and Separate Accounts structured as a “fund of one” are offered to U.S. persons through
private offerings limited to qualified investors pursuant to exemptions available under the Securities Act of
1933, as amended (the “Securities Act”), and the regulations promulgated thereunder. Such investment
vehicles are not registered with the SEC as “investment companies” pursuant to specific exclusions from
investment company status under the Investment Company Act of 1940, as amended (the “1940 Act”), and
do not have the benefit of the protections afforded by the 1940 Act to investors in registered investment
companies or more highly regulated investment funds. Accordingly, AlpInvest typically requires that each
third-party investor in a Fund or Separate Account to be an “accredited investor” as defined in Regulation
D under the Securities Act, and a “qualified purchaser” as defined in the 1940 Act. See also, “Item 5 - Fees
and Compensation - Common Types of Fees”.