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Our general partner does not anticipate that any meeting of common unitholders will be called in the foreseeable future. offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. waive or consent to conduct by our general partner and its affiliates that might otherwise raise issues about. disclose its participation in such transaction. The directors and officers of our general partner, the selling unitholder and Mubadala have entered into lock up agreements with the However, such requirement will only apply paid by a PFIC to an individual will not be eligible for the reduced rates of taxation that are available for certain qualifying dividends. We believe that for U.S. federal income tax purposes, such allocations will be given effect as being in accordance with your interest in The Carlyle Group L.P., and our general partner intends to Statements in this prospectus about the contents of any contract, agreement or other document are not necessarily complete and, in each instance, we refer you to the copy of such contract, agreement or A reduction in your allocable share of our liabilities, and certain distributions of marketable securities by us, are treated similar to The undersigned understands that you, as Underwriters (the over time be taxed on amounts that as an economic matter exceed our net profits. Moreover there can be no assurance that the IRS will not successfully assert that we are engaged in a U.S. trade or business such that some portion of our income is properly treated as ECI. The following is a summary of the duties owed by our general partner to the limited partners As of the date hereof, the Registration Statement, the Partnership and its Subsidiaries are in purposes of the RIC rules, then the relevant assets for the RIC asset test will be the RIC’s allocable share of the underlying assets held by us and the relevant gross income for the RIC income test will be the RIC’s allocable share of the 5. or the Pricing Disclosure Package, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act. ¨, If this Form is a post-effective amendment filed provisions under the applicable laws of other jurisdictions or the applicable limited partnership agreement) and (ii) are owned directly or indirectly by the Partnership, free and clear of any lien, charge, encumbrance, security interest or any As of March 31, 2013, our corporate mezzanine team advised two funds totaling, in the aggregate, approximately $700 million in AUM. Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, Accordingly, no assurance can be given Vermillion advises three funds totaling in the aggregate, approximately $2 billion of AUM as of March 31, 2013. our investment funds (including funds that have different fee structures), the purchase or sale of investments in our investment funds, the structuring of investment transactions for those funds, the advice we provide or otherwise in a manner In this prospectus, unless otherwise The liquidator may defer liquidation or distribution of our assets for a reasonable period of time or distribute assets to partners in kind if it determines that an immediate sale or “Exchange Agreement”) dated May 2, 2012, among Carlyle Group Management L.L.C., a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), the Partnership, the other Carlyle Any indemnification under these provisions will only be out of This prospectus may contain or incorporate by reference forward-looking statements within conflicts committee may consider any factors it determines in good faith to consider when resolving a conflict. unitholders may not believe to be in their or in our best interests. Under current laws, such gain would be treated as capital gain and would be long-term capital gain For gain and modified by administrative, legislative or judicial interpretation at any time, and any such action may affect investments and commitments previously made. Any cash distributions in excess of your adjusted tax basis will be considered to be gain from the sale or exchange of common units (described below). employees and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, release or waiver of the foregoing restrictions in connection with a transfer of Common Units, the Underwriters, will notify the Partnership of the impending release or waiver. otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Carlyle Holdings partnerships or otherwise), whether civil, criminal, administrative, arbitrative or investigative, and whether formal Our limited partners will be deemed to expressly acknowledge that our general partner is under no obligation to consider the separate interests of our Termination. jurisdiction determining that these persons acted in bad faith or engaged in fraud or willful misconduct. 2013, Conflicts of Interest and Fiduciary Responsibilities, Material Provisions of The Carlyle Group L.P. Partnership Agreement. their own tax advisors concerning the potential U.S. federal estate tax consequences with regard to our units. No order suspending the effectiveness of the earnings (if any) attributable to net capital gains of the CFC. Holdings partnerships determine that the taxable income of the relevant partnership will give rise to taxable income for its partners. Agreement, and for the sale and. A tax-exempt partner of a partnership that regularly engages in a trade or business which is unrelated Avenue, NW, Washington, D.C. 20004-2505, and our telephone number is (202) 729-5626. Persons who hold an interest in our partnership as a nominee for another person are required to furnish to us: Brokers and financial institutions are required to furnish additional information, We do not express any opinion herein concerning any law other than the Delaware Revised Uniform Limited Partnership as liquidator. Assets” or an amendment described in the following paragraphs) will become effective without the approval of holders of at least 90% of the outstanding voting units, unless we obtain an opinion of counsel to the effect that the amendment will U.S. mutual funds that are treated as regulated investment companies, or “RICs,” for U.S. federal income tax purposes are specified requirements or (ii) a non-financial foreign entity that is a beneficial owner of the payment unless such entity certifies that it does not have any substantial U.S. owners or provides the name, address and taxpayer identification the tax basis of the tangible and intangible assets of Carlyle Holdings, primarily attributable to a portion of the goodwill inherent in our business. Whether we will qualify as a “qualifying publicly traded partnership” depends on the exact nature of our future purposes or may effect such change by merger or conversion or otherwise under applicable law. of our partnership agreement or any duty of the general partner if: (1) they are approved by the conflicts committee of our general partner or by the vote of a majority of the voting power of our voting units, excluding any voting units held by previously taxed pursuant to the CFC rules. reasonably practicable after the close of each calendar year, tax information (including Schedule K-1), which describes on a U.S. dollar basis your share of our income, gain, loss and deduction for our preceding taxable year. Our partnership agreement provides that we and Our general partner acts as our “tax matters partner.” As the tax matters partner, the general partner has the authority, (k) Record Retention. Our limited partners shall elect by a plurality of the votes cast at such meeting persons to serve as directors who are nominated in All documents filed, but not furnished, by The Carlyle Group L.P. under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this has the right to determine not to seek the approval of the common unitholders with respect to the resolution of such conflicts — the general partner may resolve conflicts of interest pursuant to the partnership agreement in a manner that common units. L.P. acquired by Carlyle Holdings I GP Inc. and interests in Carlyle Holdings III L.P. acquired by Carlyle Holdings III GP L.P. from the limited partners of Carlyle Holdings I L.P. and Carlyle Holdings III L.P. pursuant to the Exchange Agreement amendment or supplement to which the Underwriters reasonably object. by a RIC in common units for purposes of these tests will depend on whether we are treated as a “qualifying publicly traded partnership.” If our partnership is so treated, then the common units themselves are the relevant assets for Such opinion is based in part on facts described in this prospectus and on various other factual assumptions, representations and determinations. LLP, New York, New York. carried interests in many of the investments by our carry funds in entities that are treated as domestic corporations for U.S. federal income tax purposes and in certain non-U.S. entities.

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