Private company
Carlyle Investment Management LLC
American company, incorporated in Delaware. Summary from the record
Last updated Oct 21, 2026.
Overview
- HeadquartersDE1
Corporate structure
Carlyle Investment Management LLC is part of a group headed by Tc Group, L.L.C.. 42 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Carlyle Investment Management LLC
- Carlyle Holdings I, L.P. Owns 50% to 75% of Cg Subsidiary, since 01/2020 (Form ADV)
- Carlyle Holdings I Gp Sub L.L.C. Owns control (general partner, trustee or manager) of Carlyle, since 11/2011 (Form ADV)
- Carlyle Holdings I Gp Inc. Owns 75% or more of Carlyle, since 11/2011 (Form ADV)
- Carlyle Holdings II L.L.C. Owns 25% to 50% of Cg Subsidiary, since 01/2020 (Form ADV)
- Carlyle Holdings II Gp L.L.C. Owns 75% or more of Carlyle, since 11/2011 (Form ADV)
- Carlyle Group Owns 50% to 75% of Carlyle, since 01/2020 (Form ADV)
- Tc Group, L.L.C.
- Carlyle Investment Management LLC DE
- AlpInvest US Holdings, LLC Subsidiary · WILMINGTON, New Castle, Delaware, United States
- ACP 2025 Puma I, L.P Fund · Delaware Wilmington, Delaware, United States
- ACP 2026 Advantage I, L.P. Fund · Delaware Wilmington, Delaware, United States
- ACP 2026 Advantage II, L.P. Fund · Delaware, Delaware, United States
- ACP 2026 Kilo II, L.P. Fund · Wilmington, Delaware, United States
- ACP 2026 Lagoon II, L.P. Fund · Delaware, United States
- ACP 2026 Magic II, L.P. Fund · Delaware, United States
- ACP 2026 Relate I, L.P. Fund · Delaware, United States
- Alp Kenco Blocker (EUR), LLC Fund · Delaware Wilmington, Delaware, United States
- Alp Stratum II, LLC Fund · Delaware Wilmington, Delaware, United States
- AlpInvest AH PSMA CV, L.P Fund · Delaware Wilmington, Delaware, United States
- AlpInvest AH SSMA CV, L.P. Fund · Delaware Wilmington, Delaware, United States
- AlpInvest Mesquite Fund, L.P. Fund · Delaware Wilmington, Delaware, United States
- AlpInvest Pinnacle Euro Co-Investment Fund, L.P. Fund · New Castle, Delaware, United States
- AlpInvest Private Equity Investment Management, LLC Fund · Delaware Wilmington, Delaware, United States
- AlpInvest Rover Fund, L.P. Fund · Delaware Wilmington, Delaware, United States
- AlpInvest Secondaries Fund (Onshore) IX, L.P. Fund · Wilmington, Delaware, United States
- ALPINVEST SISS FUND I REL SUSTAINABLE, LLC Fund · WILMINGTON, New Castle, Delaware, United States
- AlpInvest Spire Fund, L.P. Fund · New York, New York, United States
- ASF IX Sidecar (Cayman), L.P. Fund · Wilmington, Delaware, United States
- ASF IX Sidecar A (Cayman), L.P Fund · Wilmington, Delaware, United States
- ASF IX Sidecar A, L.P. Fund · Delaware, United States
- ASF IX Sidecar, L.P. Fund · Delaware Wilmington, Delaware, United States
- ASP 2025 Bull II, L.P. Fund · Amsterdam, Delaware, Netherlands
- ASP 2026 LUNAR I, L.P. Fund · Delaware Wilmington, Delaware, United States
- ASP 2026 LUNAR II, L.P. Fund · Delaware Wilmington, Delaware, United States
- and 13 more
- Carlyle Credit Solutions, Inc. Stake · New York, New York
- AlpInvest US Holdings, LLC Subsidiary · WILMINGTON, New Castle, Delaware, United States
- Carlyle Investment Management LLC DE
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G; stakes of 5% or more it reported on Schedules 13D and 13G (1 companies); owners and owned firms from Form ADV, the registration investment advisers file with the SEC. Each entity in the chart links to its source.
Investment adviser
Carlyle Investment Management LLC is registered with the SEC as an investment adviser. This is what it reports on Form ADV, the registration every adviser files and keeps current.
- Assets it manages$283.8B2 612 accounts, $200.8B with discretion
- Employees1,040 317 in investment advice or research
- ClientsPooled investment vehicles (other than investment companies and: 595 ($203.4B); Insurance companies: 15 ($80.4B); Other: LIQUIDATING TRUSTS: 1 ($20.9M)
- How it is paidA percentage of assets under its management; Fixed fees (other than subscription fees); Performance-based fees
- What it doesPortfolio management for pooled investment vehicles (other than investment companies); Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)
- Holds client assetsYes: cash and securities
- RegistrationSEC 801-52462, CRD 111128 IAPD record
Who owns it
Owners of 5% or more as the firm lists them (Schedule A), and the owners of those owners up the chain (Schedule B).
- TC GROUP, L.L.C.owns 75% or more, since 12/2000
- CARLYLE HOLDINGS I GP SUB L.L.C.owns general partner, trustee or manager of CARLYLE, since 11/2011
- CARLYLE HOLDINGS I GP INC.owns 75% or more of CARLYLE, since 11/2011
- CARLYLE HOLDINGS II GP L.L.C.owns 75% or more of CARLYLE, since 11/2011
- CARLYLE HOLDINGS I, L.P.owns 50% to 75% of CG SUBSIDIARY, since 01/2020
- THE CARLYLE GROUP INC. (public company)owns 50% to 75% of CARLYLE, since 01/2020
- CARLYLE HOLDINGS II L.L.C.owns 25% to 50% of CG SUBSIDIARY, since 01/2020
Disciplinary record
The firm answered yes to 4 of the disciplinary questions on Form ADV (Item 11). A yes can concern the firm itself or an affiliate.
- The SEC or the CFTC has found the firm or an advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes.
- The SEC or the CFTC has entered an order against the firm or an advisory affiliate in connection with investment-related activity.
- The SEC or the CFTC has imposed a civil money penalty on the firm or an advisory affiliate, or ordered the firm or an advisory affiliate to cease and desist from any activity.
- Any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority has found the firm or an advisory affiliate to have been involved in a violation of investment-related regulations or statutes.
Each event as the firm describes it on its Disclosure Reporting Pages:
BANK OF ITALY · May 28, 2018 · fine $60,000 · final about CARLYLE REAL ESTATE SGR
Allegations: THE BANK OF ITALY RAISED THE BELOW TECHNICAL ALLEGATIONS AGAINST CARLYLE REAL ESTATE SGR S.P.A., A NON-U.S. ADVISORY AFFILIATE THAT CURRENTLY MANAGES ONE REAL ASSETS-RELATED FUND VEHICLE: - CERTAIN PROCEDURAL SHORTCOMINGS IN CARRYING OUT THE REVIEW OF CERTAIN BENEFICIAL OWNERS UP CERTAIN INVESTORS' OWNERSHIP CHAINS (NONE OF WHICH RESULTED IN THE ADMISSION OF ANY DISQUALIFIED INVESTORS) AND - IN CONNECTION WITH THE SALE TO A THIRD PARTY OF A CONDOMINIUM UNIT OF A RESIDENTIAL PROPERTY OWNED BY A FUND VEHICLE, THE LATE FILING OF A SUSPICIOUS ACTIVITY REPORT (I.E., REPORT NOT MADE AT THE TIME OF DEPOSIT, BUT RATHER IN CONNECTION WITH THE TRANSACTION CLOSING).
Sanction: Civil and Administrative Penalt(ies) /Fine(s)
How it ended: Other
Detail: FINE OF 60,000 EUROS WAS PAID BY CARLYLE REAL ESTATE SGR S.P.A ON JANUARY 9, 2020
Summary: CARLYLE REAL ESTATE SGR S.P.A VOLUNTARILY AGREED TO RESOLVE THE MATTER BY PAYING A FINE OF 60,000 EUROS IN THE AGGREGATE. THERE WAS NO FURTHER ACTION REQUIRED TO RESOLVE THE MATTER ONCE PAYMENT WAS MADE ON JANUARY 9, 2020.
Resolved: Nov 26, 2019
SECURITIES AND EXCHANGE COMMISSION · Jan 13, 2025 · fine $5,600,000 · final
Allegations: IN JANUARY 2025, CARLYLE INVESTMENT MANAGEMENT L.L.C., CARLYLE GLOBAL CREDIT INVESTMENT MANAGEMENT L.L.C., AND ALPINVEST PARTNERS B.V. (TOGETHER, THE "CARLYLE ADVISERS") ENTERED INTO A SETTLEMENT WITH THE SEC AND CONSENTED TO THE ENTRY OF AN ORDER (THE "ORDER") FINDING THAT THE CARLYLE ADVISERS DID NOT ADHERE TO APPLICABLE RECORDKEEPING PROVISIONS OF THE FEDERAL SECURITIES LAWS BY FAILING TO MAINTAIN AND PRESERVE CERTAIN COMMUNICATIONS ON UNAPPROVED WRITTEN COMMUNICATIONS PLATFORMS ("OFF-CHANNEL COMMUNICATIONS"), AND THAT ITS FAILURE TO IMPLEMENT ITS PROCEDURES REASONABLY EXPECTED TO PROHIBIT THESE OFF-CHANNEL COMMUNICATIONS LED TO A FAILURE TO REASONABLY SUPERVISE ITS PERSONNEL. THE VIOLATIONS FELL UNDER SECTION 203(E)(6) OF THE ADVISERS ACT, SECTION 204 OF THE ADVISERS ACT, AND RULE 204-2(A)(7) THEREUNDER. THE ORDER REQUIRED THE CARLYLE ADVISERS TO CEASE AND DESIST FROM COMMITTING OR CAUSING FUTURE VIOLATIONS OF SECTION 204 OF THE ADVISERS ACT AND RULE 204-2 THEREUNDER, CENSURED THE CARLYLE ADVISERS, AND REQUIRED THE CARLYLE ADVISERS TO PAY A CIVIL MONETARY PENALTY, NO PORTION OF WHICH WAS BORNE BY THE CARLYLE ADVISERS' CLIENTS. THE CARLYLE ADVISERS ALSO AGREED TO CERTAIN UNDERTAKINGS.
Sanction: Civil and Administrative Penalt(ies) /Fine(s)
How it ended: Order
Detail: CARLYLE INVESTMENT MANAGEMENT L.L.C. PAID A CIVIL MONETARY PENALTY IN THE AMOUNT OF $5,600,000 ON JANUARY 16, 2025.
Summary: ON JANUARY 13, 2025, THE SEC ANNOUNCED THE SETTLED ADMINISTRATIVE ORDER ENTERED INTO BY THE CARLYLE ADVISERS, WHICH IS SIMILAR IN FORM AND CONTENT TO THOSE PREVIOUSLY ENTERED INTO BY NUMEROUS OTHER BROKER-DEALERS AND INVESTMENT ADVISERS AS PART OF THE SEC'S SWEEP OF FIRMS' USE OF OFF-CHANNEL COMMUNICATIONS. THE ORDER REQUIRED THE CARLYLE ADVISERS TO CEASE AND DESIST FROM COMMITTING OR CAUSING FUTURE VIOLATIONS OF SECTION 204 OF THE ADVISERS ACT AND RULE 204-2 THEREUNDER, CENSURED THE CARLYLE ADVISERS, AND REQUIRED THE CARLYLE ADVISERS TO PAY A CIVIL MONETARY PENALTY. THE CARLYLE ADVISERS ALSO AGREED TO CERTAIN UNDERTAKINGS. IN THE ORDER, THE SEC RECOGNIZED THE CARLYLE ADVISERS' COOPERATION WITH THE SEC STAFF AND THE REMEDIAL EFFORTS TAKEN PRIOR TO AND AFTER BEING APPROACHED BY SEC STAFF, INCLUDING BEGINNING TO ROLL OUT TO EMPLOYEES ON-CHANNEL MESSAGING PLATFORMS FOR EXTERNAL COMMUNICATIONS. No Information Filed
Resolved: Jan 13, 2025
In its own words: the client brochure
Form ADV Part 2A, the plain-English document an adviser must give its clients, quoted as filed 7/7/2026.3 It covers the firm’s services, fees, investment strategies and their risks, and its conflicts of interest.
Item 4: Advisory business Services
The Carlyle Group Carlyle, founded in 1987, is a global investment firm offering specialized investment funds and other investment vehicles that invest private capital across a range of industries, geographies, asset classes and investment strategies. Carlyle operates its business, through CIM and several other Carlyle-affiliated investment advisers, across three segments: (i) Global Private Equity, (ii) Global Credit and (iii) Carlyle AlpInvest. Various entities affiliated with the Public Company (Nasdaq: CG), an affiliate of CIM, directly and indirectly own and control CIM. The Carlyle Group Inc. was formed in Delaware as a limited partnership on July 18, 2011. On January 1, 2020, The Carlyle Group, L.P. completed its conversion from a Delaware limited partnership into a Delaware corporation named The Carlyle Group Inc. (together with related restructuring steps and transactions, the “Conversion”). In connection with the Conversion, senior Carlyle professionals and certain of the other former limited partners of Carlyle Holdings I L.P., Carlyle Holdings II L.P., and Carlyle Holdings III L.P. (collectively, “Carlyle Holdings”) became holders of shares of common stock of the Public Company (“Common Stock”) in connection with the Conversion. CIM does not hold any economic interest in the Public Company, although certain of its officers and supervised persons hold Common Stock. From and after the consummation of the Conversion, the Public Company holds directly and indirectly all of the outstanding equity interests in Carlyle Holdings, whose subsidiaries operate and control all of the business and affairs of Carlyle and its affiliates. As of April 4, 2025, Carlyle’s co-founders, executive officers and directors held approximately 26% of the voting power of the Common Stock. A group of senior management professionals establishes the management structures and policies and procedures for the operation and development of the firm, guided by the strategic direction set by the Board of Directors of the Public Company. Harvey M. Schwartz, Chief Executive Officer, Justin Plouffe, Chief Financial Officer, Kate E. Heinzelman, General Counsel, Lindsay LoBue, Chief Operating Officer, and Mark Jenkins, Jeff Nedelman and John Redett, each a Co-President, comprise this group of executives. Additional information about the Public Company is available in its current public filings with the SEC. Unless specifically stated otherwise, references in this Brochure to CIM do not include Carlyle, the Public Company or any of Carlyle’s other affiliated entities. Carlyle Investment Management L.L.C. CIM, a Delaware limited liability company formed in 1996, is registered with the SEC as an investment adviser. It provides investment advisory services, either directly or through co- and sub-advisory arrangements, to various Carlyle-sponsored investment vehicles and managed
accounts (each an “Advisory Client” 1 ). In the context of Carlyle’s liquid credit investment activities, CIM, through its relying advisers Carlyle CLO Management L.L.C. and Carlyle CLO Partners Manager L.L.C. (together, “Carlyle CLO”), CBAM CLO Management, LLC (“CBAM CLO”) and Carlyle CLO Management Europe, LLC (f/k/a CBAM CLO Management Europe, LLC, “Carlyle CLO Europe”), generally provides advisory services directly to the investment vehicle as collateral/investment manager. As of December 31, 2025, CIM managed approximately $200.8 billion of assets in respect of which CIM has full investment discretion (subject to the Advisory Client’s established investment guidelines). As of December 31, 2025, CIM also managed approximately $83.1 billion of assets in respect of which CIM does not have full investment discretion. Although CIM is a separately-registered investment adviser that generally operates independently of other Carlyle-affiliated investment advisers, CIM acts as a co-investment adviser with certain affiliated investment advisers (e.g., AlpInvest, as defined below). Further, its status as part of the larger Carlyle organization raises certain actual and potential conflicts of interest, as discussed more fully in Items 8 and 10. CIM also acts as a sub- or co-investment adviser with unaffiliated investment advisers for certain investment vehicles that are joint ventures between Carlyle and unaffiliated entities, for example, its joint ventures with Riverstone Holdings, LLC (“Riverstone”) with respect to certain legacy energy and renewables funds. Through a series of delegation agreements, CIM provides portfolio management services with respect to certain private investment funds that are managed by CIM Europe S.à r.l. (the “CIM AIFM”), an affiliated alternative investment fund manager authorized and regulated by the regulator of the Financial Sector in the Grand Duchy of Luxembourg (Commission de Surveillance du Secteur Financier) (the “CSSF”) under the AIFMD (as defined below). In providing its services to each Advisory Client, CIM and its related persons provide advice with respect to the investment and reinvestment of each Advisory Client’s assets, and may assist in coordinating reports to investors. CIM manages the assets of each Advisory Client in accordance with the terms of the governing documents (or investment management agreement in the case of a separately managed account) applicable to such Advisory Client. Interests in Carlyle-sponsored investment vehicles advised by CIM are privately offered only to eligible investors pursuant to exemptions available under the United States Securities Act of 1933, as amended (the “Securities Act”), and the regulations promulgated thereunder. Such investment vehicles, including parallel and co-investment vehicles, are not registered with the SEC as investment companies based on specific exclusions from the United States Investment Company “Advisory Client” means any fund, pooled investment vehicle or account for which CIM directly or indirectly provides investment advice and/or places trades on a discretionary or nondiscretionary basis. The investors and other persons who invest in CIM’s Advisory Clients are generally referred to herein as “investors.” Unless otherwise expressly stated herein, the term “Advisory Clients” does not include “investors”, and the term “investors” does not reference stockholders or debtholders, as applicable, of the Public Company.
Act of 1940, as amended (the “1940 Act”). Typically, interests in such investment vehicles are offered to institutional investors, high net worth individuals as well as non-U.S. investors investing in a non-U.S. investment vehicle. Additionally, Carlyle, its affiliates and equity owners, and certain of their respective professionals typically invest in or alongside Advisory Clients. Other qualified individuals who generally are not employees of Carlyle, but who have or had business relationships with Carlyle or industry expertise in the sector in which a particular Advisory Client may be investing (including, without limitation, operating executives, operating advisors, consultants, former employees, senior advisors, and other similar professionals) are also expected to invest in or alongside Advisory Clients. Some of these outside investors and industry experts are current or former executives of portfolio companies in which an investment vehicle will invest. The Carlyle Group Business Segments As noted above, Carlyle operates its business, through CIM and several other Carlyle-affiliated investment advisers, across three segments: (i) Global Private Equity, (ii) Global Credit and (iii) Carlyle AlpInvest. Global Private Equity Carlyle’s Global Private Equity (“GPE”) segment includes Carlyle’s buyout, growth, real estate, and infrastructure and natural resources funds (including infrastructure and energy). Across the GPE funds, as of December 31, 2025, Carlyle had investments in approximately 275 active portfolio companies. Carlyle’s GPE teams have the following areas of focus: Corporate Private Equity Carlyle established its private equity business in 1990 with its first U.S. buyout fund and continues to pursue a wide variety of corporate investments of different sizes and growth potentials. Outside of the U.S., Carlyle primarily sponsors corporate private equity funds in Europe, Asia, and Japan. Within Carlyle’s Global Private Equity segment, its corporate private equity Advisory Clients (which include funds advised by CIM) are advised by teams of local professionals who typically live and work in the markets where they invest. These teams closely analyze investment opportunities in a wide range of companies, from small-cap growth companies to market-leading, large-cap companies across their core industries (including aerospace, defense and government services, consumer, media and retail, financial services, healthcare, life sciences, industrials and technology). •
Buyout and Growth Capital. Carlyle’s corporate private equity teams advise a diverse group of Advisory Clients that focus either on a particular geography or strategy. Certain of Carlyle’s corporate private equity Advisory Clients invest in buyout transactions, including corporate buyouts and strategic minority investments. Carlyle’s buyout platform also includes a core strategy, seeking longer duration private equity opportunities, targeting stable businesses with sustainable market leadership. Carlyle’s growth capital Advisory Clients are advised by regionally-focused teams in the United States, Europe and Asia,
with each team seeking private equity investments in middle market investment opportunities consistent with specific regional investment criteria. The investment mandate for Carlyle’s growth capital funds is to seek out companies exhibiting significant growth characteristics. Carlyle also advises legacy middle-market buyout funds. •
Life Sciences. Carlyle completed its acquisition of Abingworth LLP (“ALLP”), a life sciences investment firm, on August 1, 2022, to offer investors broader-based investment management services in life sciences and healthcare investing, which complement Carlyle’s existing product set and investments in the space. ALLP is a relying adviser of CIM. ALLP is wholly owned by Carlyle and provides investment advisory services to pooled investment vehicles investing in companies and financing of late-stage clinical assets in the life sciences and healthcare sectors across all stages of company development including seed, early- and late-stage venture financing, clinical co-development and public companies.
CIM (including ALLP), either directly or indirectly, advises the corporate private equity Advisory Clients within its Global Private Equity segment. Real Estate Carlyle’s Real Estate investment program, established in 1997 with Carlyle’s first U.S. real estate fund, focuses on real estate investments in the U.S. and Europe, with a focus on a broad range of opportunities including residential properties (including, without limitation, multifamily and single-family rental properties and manufactured housing), active adult facilities, industrial properties, and self-storage properties. Carlyle’s real estate funds may also acquire office buildings, hotels and retail properties, though such properties are generally not targeted. Carlyle’s real estate investment team generally focuses on acquiring single-property assets (rather than large-cap companies with real estate portfolios) or smaller portfolios and has historically pursued primarily an opportunistic real estate investment strategy. Carlyle’s activities also include a core-plus real estate investment strategy, seeking more stable, relatively low volatility equity investments in the U.S. as compared to its opportunistic investment strategy. In the U.S., Carlyle continues to focus on single asset transactions in its opportunistic and coreplus investment strategies. Outside the U.S., Carlyle continues to invest opportunistically in the European market, often focusing on multiple transactions involving smaller portfolios, and assembling platforms or operating businesses. CIM, either directly or indirectly, advises the real estate Advisory Clients within its Global Private Equity segment. Infrastructure & Natural Resources Carlyle’s infrastructure and natural resources funds focus on infrastructure and energy investing. •
Infrastructure. Carlyle’s infrastructure group is comprised of teams that invest in
renewables, energy infrastructure, water and waste, transportation, digital infrastructure, and power generation, and includes our global infrastructure opportunities fund, our North American power fund and our renewable and sustainable energy funds. •
Item 5: Fees and compensation Fees
CIM or its affiliates 4 generally receive management fees, incentive fees, carried interest or similar profit allocations from Advisory Clients. Advisory Clients frequently also indirectly incur or generate other fees payable to CIM or its affiliates, depending on the nature of their portfolio activities. CIM or its affiliates, for example, earn fees and other compensation from prospective and actual portfolio companies, purchasers, sellers and other parties as compensation for services (collectively, “Service Fees”). These Service Fees can include project, structuring, topping, termination, break-up, directors’, organizational, set-up, investment banking, underwriting, syndication, closing, commitment, advisory, consulting, amendment, servicing, and other similar fees in connection with the purchase, monitoring, or disposition of underlying investments (including warrants, options, derivatives and other rights in respect of securities) or from unconsummated transactions. In general, the specific legal and/or organizational documents of the relevant Advisory Client, the investment management agreement between CIM (or an affiliate) and such Advisory Client or the agreements in respect of the portfolio investments describe the basic fee structure relevant to the investors in such Advisory Client. To the extent provided in such organizational documents or investment management agreement, CIM’s management fees from Advisory Clients generally are reduced (offset) by a specified portion of the Service Fees that arise out of such Advisory Client’s investment activities. The Service Fees can be and often are substantial, and if not fully offset pursuant to organizational documents will be indirectly borne by investors. Certain fees are excluded from the definition of “Service Fees” and not subject to a management fee offset. For certain Advisory Clients, capital markets fees earned by GCM (which includes a broker-dealer affiliate of CIM that is a U.S.-registered broker-dealer and other affiliates providing similar services with respect to loans) for conducting a financial services, loan origination, structuring, placement or other similar business, including, for example, as a broker, dealer, distributor, syndicator, arranger, servicer or originator of securities or loans, are not considered “Service Fees” subject to any management fee offset. As described in more detail below, these capital markets fees include offering, placement, financing, syndication, capital structure advisory, turnaround, workout, underwriting, solicitation, investment banking, currency, hedging, structuring, loan agent, loan servicing, rating advisory or similar fees in connection with the activities of an Advisory Client and its portfolio companies, including with respect to an initial public offering or private placement, the arranging or provision of credit facilities (including any related extensions or refinancing) for an Advisory Client or one of its portfolio companies and other vehicles managed or controlled by Carlyle, the placing of co-investment, the distribution or For the purposes of this Brochure, references to “CIM or its affiliates” or “CIM and its affiliates” do not include references to Carlyle-affiliated advisers, such as CGCIM, AlpInvest, CASP and CAPDP, unaffiliated advisers, such as Atlas NV, NGP and Riverstone, or any Carlyle portfolio companies, including portfolio companies that are investment advisers registered with the SEC (e.g., Content Partners LLC, or the separately registered investment advisers affiliated with TCW Group, Inc.).
placement of loans or equity securities of an Advisory Client portfolio company or otherwise arranging or providing financing for such portfolio company alone or with other lenders, which could include other vehicles managed or controlled by Carlyle (any such fees, “GCM Fees”). GCM may manage or otherwise participate in underwriting syndicates and/or selling groups with respect to the securities and/or loans and debt instruments of portfolio companies and other non-controlled entities in or through which certain Advisory Clients invest, including in respect of securities or other instruments of such portfolio companies in which Advisory Clients have not invested. GCM also manages or otherwise participates in underwriting syndicates and/or selling groups with respect to securities and/or loans and other instruments held directly or indirectly by certain coinvestment vehicles. Further, GCM will be involved in the public offering or private placement of such securities and/or loans and other instruments, and/or sometimes provide capital markets advisory services to portfolio companies and other non-controlled entities in or through which Advisory Clients invest, including in connection with mergers, acquisitions, and restructurings; and will alone, or with other counterparties, provide acquisition financing, lines of credit and other corporate lending or financing products and services to such entities in addition to financing provided through an Advisory Client’s investment. In addition, certain of Carlyle’s investment advisory professionals will be involved in such activities of GCM, and their activities are expected to give rise to GCM Fees that are not subject to any management fee offset, even though such persons are involved in investment-related activities on behalf of one or more Advisory Clients. In addition, fees attributable to co-investors or internal or external co-investment vehicles and fees eligible to be treated as expenses of an Advisory Client are expected to also be retained by Carlyle and its affiliates, including GCM, and excluded from “Service Fees” and not subject to a management fee offset. Other than transactions expressly permitted by the governing agreements of the relevant Advisory Client, any fees paid to CIM or its affiliates by a portfolio company or an Advisory Client are generally assessed on an arm’s-length basis on terms that are no less favorable to the Advisory Client or portfolio company than would be obtained in a transaction with an unaffiliated party, are generally no less favorable than market terms, or such fees may be subject to approval by the relevant members of a committee of third-party investors with Carlyle (an “Investor Advisory Committee”). Among the measures CIM uses to mitigate such conflict is involving outside counsel to review and advise on such agreements and provide insights into commercially reasonable terms. Moreover, Carlyle and its personnel can be expected to receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of Advisory Clients that will not be subject to the management fee offset or otherwise shared with the Advisory Clients, investors and/or portfolio companies. For example, airline travel or hotel stays incurred as Advisory Client expenses typically result in “miles” or “points” or credit in loyalty/status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to Carlyle and/or such personnel (and not the Advisory Clients, investors and/or portfolio companies) even though the cost of the underlying service is borne by the Advisory Clients, investors and/or portfolio companies. On occasion, Carlyle employees have been and are expected in the future to be asked to serve on the boards of directors of companies in which an Advisory Client has fully exited its ownership interest. Such companies are not portfolio companies and therefore, to the extent the Carlyle
employee is offered standard board compensation for his or her services post-exit, such standard board compensation is not considered a Service Fee subject to the management fee offset or otherwise shared with the Advisory Clients, investors and/or portfolio companies. On occasion, former Carlyle employees have been, and are expected in the future to be, asked to serve on the boards of directors of companies in which an Advisory Client continues to have an ownership interest. To the extent the former Carlyle employee is offered standard board compensation for his or her services, depending on the facts and circumstances, including the duration of the separation from Carlyle, such standard board compensation is not expected to be considered a Service Fee subject to the management fee offset or otherwise shared with the Advisory Clients, investors and/or portfolio companies. On occasion, Carlyle has in the past and may be expected to in the future hire a former employee of a company in which an Advisory Client has or had an ownership interest. To the extent the former portfolio company employee continues to vest in compensation from or related to the portfolio company, such compensation is not expected to be subject to the management fee offset or otherwise shared with the Advisory Clients, investors and/or portfolio companies. Additionally, on occasion, a current portfolio company has in the past and may be expected to in the future hire a former Carlyle employee. To the extent the former Carlyle employee continues to vest in compensation from Carlyle, such compensation is not expected to be subject to the management fee offset or otherwise shared with the Advisory Clients, investors and/or portfolio companies. In addition, compensation for the role at the portfolio company is not expected to be subject to the management fee offset or otherwise shared with the Advisory Clients, investors and/or portfolio companies. Any fees that accrue to the benefit of former Carlyle employees or other persons who are or become unaffiliated with Carlyle, or any fees that accrue to the benefit of a Carlyle employee prior to their association with Carlyle (even if any fee received in-kind is realized or otherwise converted to cash during their tenure with Carlyle), will not benefit the Advisory Clients or their investors. Advisory Clients also typically bear certain out-of-pocket expenses incurred by CIM or its affiliates in connection with the services provided to such Advisory Clients. The following sections discuss the most common fees and expenses in more detail. Common Types of Fees Management Fees and Administration Fees For most Advisory Clients that are pooled investment funds, the annual management fee is typically in the range of 0.80 to 2.0 percent of third-party investors’ committed capital during the relevant Advisory Client’s investment period, however certain Advisory Clients may charge annual management fees of less than 0.80 percent of third-party investors’ committed capital for certain investors, as described below. In addition, the annual management fee may be increased for certain investors by a servicing fee (generally 0.1 to 0.15 percent for investors with aggregate capital commitments that are less than or equal to the minimum set forth in an Advisory Client’s
Item 8: Methods of analysis, investment strategies and risk of loss Investment strategies and risks
Methods of Analysis and Investment Strategies CIM uses a range of methods to research, identify, analyze and assess potential and existing investment opportunities, descriptions of which generally are included in the applicable offering documents and other governing documents. This may include arrangements with affiliated or unaffiliated advisers for purposes of obtaining research and analyses that would assist the applicable investment committees in their investment decision-making process. More specific descriptions are provided below regarding the investment strategies and investment processes, as they pertain to each investment group within CIM. As a general matter, analytical methods used by the investment teams can include gain/loss forecast models, cash-flow models, other financial modeling and simulation, risk sensitivity analyses, charting, and fundamental, technical and cyclical analysis. Such financial models often include results created by data analysts and data scientists who rely on various analytical techniques including running artificial intelligence models and machine learning technologies which incorporate large amounts of external data as inputs to their models. Global Private Equity Corporate Private Equity Within the Global Private Equity segment, CIM corporate private equity Advisory Clients seek to make privately-negotiated equity or equity-related investments, focusing on buyout and growth capital transactions in a specified geographic region or industry. To a lesser extent, CIM corporate private equity Advisory Clients may also be permitted to make certain debt investments, including debt investments in portfolio companies. In its leveraged buyout transactions, the Advisory Clients seek to (i) acquire portfolio companies primarily in Carlyle’s core industries; (ii) finance
acquisitions using leverage from debt incurred by such companies; (iii) motivate and incentivize management of such portfolio companies in an effort to increase shareholder value; and (iv) sell their interests in each portfolio company when the value of the business has significantly increased. In its growth capital transactions, the Advisory Clients seek out companies with the potential for growth, strategic redirection and operational improvements. In its life sciences transactions, the Advisory Clients seek to make investments in life sciences and healthcare companies and late-stage clinical and other therapeutic assets in a range of geographies, sectors and stages of development, including seed, early-stage, late-stage venture, venture growth, clinical co-development and investments in public equities. Potential investments include biopharmaceuticals, drug discovery and development, and vaccines, clinical co-development partnerships, platform technologies, devices and delivery, and other areas (e.g., diagnostics, informatics and databases, instrumentation, and specialty pharmaceutical companies). In considering potential investment opportunities in the corporate private equity setting, a number of analytical methods are utilized in an effort to achieve a thorough and in-depth assessment of the potential investment. Typically, these analyses focus on the (i) reputation of shareholders and management; (ii) company size and sensitivity of cash flow generation; (iii) operational, marketing, legal, tax, labor, environmental and accounting factors; (iv) business sector and competitive risks; (v) industry competition, both domestically and abroad; (vi) portfolio fit; (vii) exit alternatives; and (viii) other key factors highlighted by the investment team. These analyses also often include financial modeling which may utilize artificial intelligence models and machine learning technologies to collect and analyze data. Where appropriate, third-party consultants will be engaged to assess business and market conditions, competition, physical and environmental concerns, and other factors deemed to be relevant to the evaluation of the investment. Real Estate Within the Global Private Equity segment, CIM’s real estate investment focus is on opportunities in real assets, such as residential properties (including, without limitation, multifamily and singlefamily rental properties and manufactured housing), active adult facilities, industrial properties, and self-storage properties. Office buildings, hotels and retail properties generally are not the focus of CIM’s real estate investment strategies. The principal features of the real estate investment strategy are: to seek to identify predictable, deep and growing sources of tenant demand, and correspondingly, seek to invest in assets that are expected to capture their fair share of those sources of demand; to seek to limit both systematic and unsystematic risk through diversification, sector selection and asset-level business plans and to enhance the current yield through new management, operational strategy, reversionary income growth or improving the physical attributes or capital structure of such assets; to seek to capitalize on secular and cyclical trends that contribute to changes in the relevant market; and to seek operating partners with significant operational expertise or deal sourcing capability. CIM’s platform also includes a core-plus real estate investment strategy, seeking what CIM identifies as more stable, relatively low volatility equity investments in North America as compared to its opportunistic investment strategy. Within real estate in the U.S., the investment approach includes pursuing single-asset transactions, working with joint venture partners or managers, sourcing deals directly, focusing on sectorspecific strategies, actively managing the investments and timing of exits, across its opportunistic
and core-plus strategies. Outside the U.S., Carlyle continues to invest opportunistically in the European real estate market under similar investment strategy principles as the U.S., often focusing on multiple transactions involving smaller portfolios, and assembling platforms or operating businesses and focusing on sectors that Carlyle views as logistics- and demographic-driven, including single-family rental, non-care senior living, self-storage, urban logistics and warehouse sectors. Investments in operating companies are pursued after completing analyses that typically include evaluating: (i) reputation of the target’s management team; (ii) industry and/or market dynamics; (iii) physical and environmental concerns; (iv) competitors and competing technologies; (v) the quality of the target’s underlying assets, products and services; (vi) the target’s competitive position and strategy; (vii) the target’s financial statements, off-balance sheet and contingent liabilities, debt capacity and financing needs; (viii) equity and debt market perspectives; (ix) environmental, political and regulatory risks; and (x) economic risk, exit alternatives and return potential. Where appropriate, third-party consultants, industry experts and/or other advisors will be engaged to assist with aspects of the diligence process, or to assist with other areas relevant to the potential transaction and/or evaluation of the potential investment. Infrastructure and Natural Resources Within the Global Private Equity segment, CIM’s infrastructure and natural resources investment activities focus on renewables, energy infrastructure, water and waste, transportation, digital infrastructure, power generation, international energy, and North America energy (including through NGP). Within CIM’s energy/infrastructure, the investment approach includes investing opportunistically, often focusing on multiple transactions involving smaller portfolios, and assembling platforms or operating businesses. More specifically, energy investment activities focus on buyouts, growth capital investments, strategic joint ventures and platform companies in the midstream, upstream, downstream, energy and oilfield services sectors around the world. The international energy investment team focuses on investments across the energy value chain outside of North America. Investments are pursued after completing analyses that typically include evaluating: (i) reputation of the target’s management team and shareholders; (ii) industry and/or market dynamics and other business sector risks; (iii) physical and environmental concerns; (iv) competitors and competing technologies; (v) company size, sensitivity of cash flow generation and the quality of the target’s underlying assets, products and services; (vi) the target’s competitive position and strategy; (vii) the target’s financial statements, off-balance sheet and contingent liabilities, debt capacity and financing needs; (viii) equity and debt market perspectives; (ix) environmental, political and regulatory risks; (x) economic risk, exit alternatives and return potential; (xi) operational, marketing, legal, tax, labor, and accounting factors; and (xii) portfolio fit and other key factors highlighted by the investment team. Where appropriate, third-party consultants, industry experts and/or other advisors will be engaged to assist with aspects of the diligence process, or to assist with other areas relevant to the potential transaction and/or evaluation of the potential investment. Global Credit
Those Global Credit investments managed by CIM or its relying advisers, Carlyle CLO, CBAM CLO and Carlyle CLO Europe, primarily focus on credit opportunities in loans, structured credit and liquid credit. CIM’s investment goals through Global Credit include generating attractive current income, risk-adjusted returns, and capital appreciation, while avoiding defaults, maximizing recoveries, and preserving principal. Each of CIM’s Global Credit teams seeks to use its specialized expertise to identify investment opportunities by employing fundamental and technical analysis subject to eligibility criteria, Advisory Client objectives and investment guidelines. The liquid credit Advisory Clients primarily invest in loans. The investment decisions for these Advisory Clients are overseen by a credit committee comprising senior investment professionals of Carlyle. The credit committee reviews credit, liquidity, interest rate risk and compliance with the conditions of the funds’ underlying indentures (such as concentration limitations, collateral quality and collateral obligations). The credit committee also reviews general economic and market conditions, political events, industry trends and changes in interest rates. The liquid credit team closely monitors investments through regular meetings and communication with management and equity sponsors. The liquid credit team also conducts internal ongoing reviews of individual credits, market activity and the current trading environment. The direct lending, opportunistic credit, infrastructure credit, asset-backed finance and certain other liquid investment teams primarily manage advisory clients for CIM’s affiliated investment adviser, CGCIM. For additional information regarding the methods of analysis, investment strategies and risk of loss of CGCIM, please see Part 2 of Form ADV for CGCIM, available at: http://www.adviserinfo.sec.gov/. Carlyle AlpInvest AlpInvest seeks to provide attractive investment returns through carefully selected portfolios of private equity and mezzanine investments within the parameters of its investment mandates. The core investment strategies employed by AlpInvest are primary fund investments, secondary investments, portfolio financing investments and co-investments. Investments for AlpInvest’s advisory clients are typically managed on a discretionary basis and are selected opportunistically by and among the aforementioned affiliated investment advisers from the range of investment strategies appropriate for the particular advisory client. For additional information regarding the methods of analysis, investment strategies and risk of loss of AlpInvest, please see Part 2 of Form ADV for AlpInvest, available at: http://www.adviserinfo.sec.gov/. Investment Risks An investment in any Advisory Client involves a high degree of risk and is suitable only for those investors who have the financial sophistication and expertise to evaluate the merits and risks of an investment in such Advisory Client and for which such Advisory Client does not represent a complete investment program. There can be no assurance that the investment objective or targeted returns of any Advisory Client will be achieved, that any Advisory Client will otherwise be able to successfully carry out its investment program, or that an investor will receive a return of its capital contributed to any Advisory Client. The discussion below enumerates certain, but not all,
Item 7: Types of clients
The vast majority of CIM’s Advisory Clients are pooled investment vehicles. CIM also provides advisory services on a separately managed account basis to, among others, entities associated with non-U.S. and U.S. state and local governments and their instrumentalities. CIM also provides other advisory, sub-advisory and co-advisory services as described above. CIM and its affiliates typically require that each third-party investor in an Advisory Client be an “accredited investor” as defined in Regulation D under the Securities Act and a “qualified purchaser” as defined in the 1940 Act. Typically, a minimum investment amount is imposed on third parties investing in the investment vehicles for which CIM acts as investment adviser or collateral manager (through its relying advisers, including ALLP, Carlyle CLO, CBAM CLO and Carlyle CLO Europe). This minimum often is set at $5-10 million, but can be subject to a reduction upon prior agreement by CIM or an affiliate (subject to applicable legal requirements) and is often much lower for investment vehicles targeted at high-net worth individuals. A minimum investment amount can also be established pursuant to the laws of the jurisdiction in which the investment vehicle was established.
Item 6: Performance-based fees and side-by-side management Conflicts of interest
CIM currently acts as investment adviser or collateral manager (through its relying advisers, including ALLP, Carlyle CLO, CBAM CLO and Carlyle CLO Europe) to Advisory Clients, and related persons typically act as general partners (or similar managing fiduciaries) with respect to such Advisory Clients. As discussed in Item 5, CIM and its affiliates will receive carried interest allocations and management, incentive and other fees in connection with advisory and other services provided to certain Advisory Clients. The relationship of CIM, the manner of calculation and application of management fees and carried interest profit allocations, incentive fees or other performance-based fees, as applicable, with respect to CIM, the affiliated general partner (or similar managing fiduciary) or other affiliates and known or reasonably anticipated conflicts of interest involving CIM or its affiliates, are disclosed in the offering documents of the applicable Advisory Client provided to potential investors prior to their investment. Each Advisory Client typically has a specified investment objective defined by geography, industry, type of investment, investment strategy, investment size, risk/reward profile, projected hold period and/or other parameters. Investment opportunities that satisfy the investment objective of a particular Advisory Client typically will be allocated to that particular Advisory Client, although they often will be allocated among multiple Advisory Clients with overlapping investment objectives in accordance with Carlyle’s investment allocation policies. The investment or credit committee of the relevant Advisory Client has the discretion to construct what, in their business judgment, constitutes an appropriate investment portfolio for that Advisory Client. As
such, in determining what they believe to be an appropriate portfolio for a particular Advisory Client, they will often give consideration to factors in addition to those outlined herein. As a result, it may not be desirable for an Advisory Client to participate in an investment opportunity or acquire all of an investment opportunity. Generally, external co-investment vehicles are only allocated investment opportunities if CIM determines there is excess capacity in respect of a particular investment opportunity. In certain cases, however, an investment opportunity will be appropriate for more than one Advisory Client. As discussed in more detail in Item 11 below, these investment opportunities are allocated in accordance with Carlyle’s written policies and procedures, taking into account the applicable provisions of the Advisory Client’s investment advisory agreement, collateral management agreement or other governing document as well as regulatory restrictions applicable to the Advisory Client. In allocating investment opportunities, there could be incentives to favor Advisory Clients with higher potential management or performance fees, incentive fees or carried interest allocations over Advisory Clients with lower potential performance fees, incentive fees or carried interest allocations. 6 Additionally, as described in Item 8, performance fee, incentive fee or carried interest allocations may create an incentive for the general partner (or similar managing fiduciary) of a Carlyle-sponsored investment vehicle advised by CIM to make riskier or more speculative investments on behalf of an Advisory Client than would be the case in the absence of this arrangement. To seek to reduce the effect of such incentives, CIM and its affiliates have adopted written policies and procedures pursuant to which they seek to allocate investment opportunities that may be appropriate for more than one Advisory Client in a fair and equitable manner, bearing in mind, among other things, the size of the investment, available capital, investment objectives, focus, mandate or policies (including any related contractual restrictions), risk tolerance, return targets, projected hold periods, portfolio construction and diversification considerations, permissible and preferred asset classes, and liquidity needs of each Advisory Client. The policies seek to provide consistent treatment of such Advisory Clients with similar investment objectives and guidelines to the extent possible, consistent with legal, regulatory and contractual restrictions. CIM’s and its affiliates’ policies prohibit the allocation of investment opportunities based solely on anticipated compensation or profits to Carlyle, CIM, any affiliates or their professionals, and require the review and approval of CIM’s Allocation Committee (comprising senior CIM personnel) for allocations of opportunities that are appropriate for multiple Advisory Clients (or advisory clients). Each Advisory Client typically has its own investment guidelines, governing agreements and geographical and industry focus that must be taken into account when making investment allocation determinations.
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.
Item 10: Other financial industry activities and affiliations Conflicts of interest
The following discussion enumerates certain potential conflicts of interest arising from certain of the financial industry activities and affiliations of CIM and its affiliates. Affiliated Broker-Dealers TCG Capital Markets TCG Capital Markets L.L.C. (“TCG Capital Markets”) is Carlyle’s affiliated U.S. broker-dealer entity. An affiliate of CIM, TCG Capital Markets is registered as a broker-dealer with the SEC and in 50
states, the District of Columbia, the Commonwealth of Puerto Rico and the Virgin Islands, and is a member of the Financial Industry Regulatory Authority (“FINRA”). Additionally, TCG Capital Markets operates under an international dealer exemption in the Canadian provinces of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Quebec and Saskatchewan. TCG Capital Markets conducts U.S.-based marketing and fundraising activities for our Global Private Equity, Global Credit, and Carlyle AlpInvest business lines, and houses our anti-money laundering compliance function. TCG Capital Markets acts as a placement agent, on a best-efforts basis, with respect to the offer and sale of investment funds and certain interests in private investment vehicles (most of which are affiliated, and include Advisory Clients), interests in special purpose vehicles (including debt and equity tranches of CLOs for which CIM serves as collateral manager through its relying advisers, including Carlyle CLO and CBAM CLO) and underwriting or sponsoring mutual funds in a wholesaler capacity. Certain registered representatives of TCG Capital Markets also may be providing investment advisory services to Advisory Clients and to advisory clients of Carlyle-affiliated investment advisers. These individuals are subject to the policies and procedures of TCG Capital Markets when engaging in securities-related transactional activities in addition to CIM’s (or the relevant Carlyle-affiliated advisers’) policies and procedures. TCG Capital Markets also operates as part of the GCM platform within Global Credit, and engages in the underwriting, syndication and placement of securities of corporate issuers in private transactions, underwriting, syndication of corporate issuers in public offerings (including IPOs) and/or participating in the underwriting syndicate for public offerings, among other related activities. The GCM platform also includes TCG Senior Funding, L.L.C., an affiliate of TCG Capital Markets, which has been established to arrange, place underwrite, originate and syndicate loans, and may act as the initial purchaser of such loans. GCM is expected to collect a variety of fees including the fees discussed in Item 5. Certain registered representatives of TCG Capital Markets also are expected to be providing investment advisory services to Advisory Clients and to advisory clients of Carlyle-affiliated investment advisers. These individuals are subject to the policies and procedures of TCG Capital Markets when engaging in securities-related transactional activities in addition to CIM’s (or the relevant Carlyle-affiliated investment advisers’) policies and procedures. Also see “Carlyle Global Capital Markets Provider” in Item 8. A GCM Provider may, from time to time, manage or otherwise participate in underwriting syndicates and/or selling groups with respect to the securities, debt instruments and loans of portfolio companies and other non-controlled entities in or through which Advisory Clients and other Carlyle-affiliated advisory clients have invested including in respect of securities or other instruments of such portfolio companies in which Advisory Clients and other Carlyle-affiliated advisory clients have invested, and with respect to securities and other instruments held directly or indirectly by certain co-investment vehicles. In addition, a GCM Provider may otherwise be involved in the public or private placement of such securities and other instruments, and/or may provide capital markets advisory services to portfolio companies and other noncontrolled entities in or through which Advisory Clients or other Carlyle-affiliated advisory clients invest, including
in connection with mergers and acquisitions, and may provide acquisition financing and other corporate lending services to such entities in addition to financing provided through investments of Advisory Clients or other Carlyle-affiliated advisory clients. A GCM Provider may also provide syndication services to such entities including in respect of co-investments in transactions participated in by Advisory Clients or other Carlyle-affiliated advisory clients. A GCM Provider may receive GCM Fees, including underwriting, placement, transaction and syndication fees, commissions, underwriting discounts, interest payments and other compensation, which may be payable in cash or securities and/or loans, in respect of the activities described above and may elect to waive such fees. A GCM Provider may, as a consequence of such activities, from time to time hold positions in instruments or securities and/or loans issued by portfolio companies, including, for example, where a GCM Provider commits to fund the shortfall amount, if any, resulting from the incomplete syndication of debt, including loans, or equity. Under such circumstances, the GCM Provider may commit to provide capital support for the syndication on a short-term basis (i.e., to provide certainty to Advisory Clients or other Carlyle-affiliated advisory clients that there will be sufficient capital to complete the proposed transaction) or fund a different instrument or security in the portfolio company than that held by Advisory Clients or other Carlyle-affiliated advisory clients to facilitate the syndication. In either scenario, the GCM Provider typically will sell its holdings prior to Advisory Clients or other Carlyle-affiliated advisory clients disposing of their respective investments in the portfolio company. A GCM Provider also may act as placement agent or underwriter of securities and/or loans of a third party that Advisory Clients or other Carlyle-affiliated advisory clients may purchase. A GCM Provider may act as the placement agent, generally on a best-efforts basis, with respect to the offer and sale of certain interests in private investment vehicles and special purpose vehicles for Advisory Clients or other Carlyle-affiliated advisory clients in certain jurisdictions. A GCM Provider does not generally receive compensation for such service; however, if compensation is received, such compensation would be made on a fully disclosed basis. A GCM Provider does not otherwise execute transactions on behalf of Advisory Clients or other Carlyle-affiliated advisory clients. While GCM Fees, including commissions, upfront placement fees, interest payments and other compensation paid to a GCM Provider are generally believed to be reasonable and charged at rates that are market rates for the relevant activities, there may be substantial limitations in obtaining market rates as described more fully herein. Under certain circumstances, such compensation could be determined through negotiation with related parties. Advisory Clients or other Carlyle-affiliated advisory clients generally do not have the right to share in the compensation received by a GCM Provider for its role in any transaction, unless specifically required (e.g., Exemptive Relief). The relationship CIM has with a GCM Provider may give rise to a potential conflict of interest between CIM and Advisory Clients or other Carlyle-affiliated advisory clients that have an interest in any portfolio companies or investment vehicles with respect to which a GCM Provider provides services. In particular, CIM may be seen as incentivized to seek to influence the decision to retain a GCM Provider, or transact with a GCM Provider, instead of other unaffiliated broker-dealers or other service providers or counterparties that may be more appropriate or offer better terms. Where a GCM Provider acts as a lender to a portfolio company in which Advisory Clients or other Carlyle-affiliated advisory clients hold investments in the same or different levels of the capital
structure, the arrangement may lead to a conflict between such GCM Provider and the Advisory Clients or other Carlyle-affiliated advisory clients in the event of a default by, or the liquidation of, the portfolio company or a restructuring or renegotiation of the terms of the loan. In certain circumstances, including without limitation, where a portfolio company becomes distressed and the participants in the relevant offering have a valid claim against the underwriter, the participating Advisory Clients or other Carlyle-affiliated advisory clients may have a conflict in determining whether to seek recourse or sue such GCM Provider. CIM could also be seen as incentivized to structure portfolio company transactions, including related co-investment opportunities, so that they require the use of a broker-dealer (and consequently provide an opportunity for the GCM Provider to be retained by a portfolio company or acquisition company established for the relevant transaction and generate fees, including underwriting, placement, transaction and syndication fees, commissions, underwriting discounts, interest payments or other compensation for such an affiliated broker). A GCM Provider also provides financing and capital markets services to third parties that are not portfolio companies, including to Competitor Companies, and may act as placement agent in respect of investment funds that are sponsored and managed by other third-party investment managers, including funds that may compete with Advisory Clients or other Carlyle-affiliated advisory clients. In addition, a GCM Provider may also be engaged to provide financing or other capital markets services to third parties in connection with transactions that may also be appropriate for Advisory Clients or other Carlyle-affiliated advisory clients. In some cases, these services offered to third parties in connection with a transaction may be provided concurrently with services being provided in a similar manner to Advisory Clients or other Carlyle-affiliated advisory clients even if the Advisory Clients or other Carlyle-affiliated advisory clients has a competing interest with the third party. In providing such services to third parties, including to Competitor Companies, a GCM Provider may come into possession of information that they are prohibited from acting on (including on behalf of an Advisory Client or other Carlyle-affiliated advisory clients) or disclosing to CGCIM or CIM or its affiliates as a result of applicable confidentiality requirements or applicable law, even though such action or disclosure would be in the best interests of Advisory Clients or other Carlyle-affiliated advisory clients. A GCM Provider’s ability to receive commissions or other transactional compensation in certain capital markets transactions on the basis of an Advisory Clients’ or other Carlyle-affiliated advisory clients’ participation may be limited in certain circumstances. As a result, in the event that such services are provided to an issuer that is or becomes a potential investment opportunity for Advisory Clients or other Carlyle-affiliated advisory clients, this limit on compensation may create a conflict of interest with such Advisory Clients or other Carlyle-affiliated advisory clients. Where a GCM Provider serves as underwriter with respect to a security or loan in which an Advisory Client or other Carlyle-affiliated advisory client invests, such Advisory Client or other Carlyle-affiliated advisory client may be subject to a “lock-up” period during which time the investment may not be sold, and may prejudice the Advisory Clients’ or other Carlyle-affiliated advisory clients’ ability to dispose of such investment at an opportune time. A GCM Provider may have access to confidential and/or material, non-public information regarding Advisory Clients, other Carlyle-affiliated advisory clients or their portfolio companies and, subject to applicable law and confidentiality agreements, may use such information in connection with financing and other
Item 11: Code of ethics, participation or interest in client transactions and personal trading Conflicts of interest
Trading Codes of Conduct CIM has adopted and implemented a Code of Conduct that sets forth standards of ethical conduct for employees and is designed to address and avoid potential conflicts of interest as required under Rule 204A-1 of the Advisers Act. Among other things, the Code of Conduct prescribes standards for dealing with clients ethically, addresses conflicts of interest issues, and supplements personal trading and operating procedures, including Carlyle’s Policies and Procedures Regarding Material, Non-Public Information and the Prevention of Insider Trading. The Code of Conduct provides guidance in specific areas, including but not limited to, confidentiality of Carlyle information, personal investments, gifts and entertainment, protection of persons who engage in “whistle blowing” activities from retaliation and personal political activities. This Code of Conduct is available to Advisory Clients, investors or prospective clients or investors by writing to Carlyle Investment Management L.L.C., 1001 Pennsylvania Avenue, NW, Washington, DC, 20004, Attn: Investor Relations. Further, Carlyle has adopted additional written policies and procedures to account for the pay-toplay regulations promulgated by the SEC, and to comply with the New York Attorney General’s
Public Pension Fund Reform Code of Conduct 7, which governs Carlyle’s interactions with U.S. public pension funds. Carlyle has developed and integrated into its investment process a set of responsible investment guidelines that consider the environmental, social and governance implications of its controloriented investments. Those guidelines are available to clients, investors or prospective clients or investors by writing to the address noted above or by visiting Carlyle’s website (www.carlyle.com). Principal Transactions CIM, as investment manager, or an affiliate engages in principal transactions (i.e., transactions in which CIM or an affiliate is deemed to be acting for its own account by buying a security from, or selling a security to, an Advisory Client). These transactions introduce a potential conflict of interest between its own interests and those of the Advisory Client. CIM has established policies and procedures to comply with the Advisers Act when engaging in principal transactions with Advisory Clients. Additionally, investment guidelines and an Advisory Client’s charter documents may limit principal transactions on a more restrictive basis than the Advisers Act. In general, CIM avoids secondary market transactions in which it knowingly transacts, directly or through a broker-dealer, with advisory clients of CGCIM or Carlyle Aviation Partners. Transactions between an affiliated broker-dealer and an Advisory Client may constitute a principal transaction. Accordingly, prior to any potential principal transaction involving an Advisory Client, CIM will determine whether or not the trade would constitute a principal transaction, and if so, that all required notice and consent requirements have been satisfied. In connection with Carlyle’s AlpInvest business, transactions involving the purchase (or sale) of securities by an advisory client of one of the AlpInvest managers from (or to) an affiliate of Carlyle may constitute a cross-trade or a principal transaction in certain circumstances. Accordingly, prior to any potential cross-trade or principal transaction involving an AlpInvest manager’s advisory client, such manager will determine whether or not the trade would constitute a cross trade or principal transaction, and if so, that all required notice and consent requirements have been satisfied. Fund Notice and Consent Details of any such transaction typically are disclosed in the offering documents of an Advisory Client. In other cases, principal transactions may occur after an Advisory Client has held an initial closing. In those cases (other than certain Global Credit advisory clients), either the Advisory Client or an independent representative of the Advisory Client must receive notice of the transaction and consent to the transaction prior to CIM or an affiliate settling the principal This code of conduct is available to clients, investors or prospective clients or investors by writing to Carlyle Investment Management L.L.C., 1001 Pennsylvania Avenue, NW, Washington, DC, 20004, Attn: Investor Relations.
transaction. An Investor Advisory Committee (or a board of directors, if applicable) is typically established for each Advisory Client to, among other things, receive notice of, advise on and provide consent to certain conflicts of interest matters, such as principal transactions. Certain Global Credit advisory clients may follow a different procedure because of the absence of a separate Investor Advisory Committee. In the case of a principal transaction, typically a qualified independent agent is engaged to review and approve of such transactions (where the independent agent determines, in its sole judgment, that the monetary or business consideration arising therefrom would be substantially as advantageous to the Advisory Client as the monetary or business consideration which the Advisory Client would obtain in a comparable arm’s-length transaction with a person who is not an affiliate of the Advisory Client). In the case of Global Credit advisory clients, principal transactions generally require that the price reflect the average of the midpoints of the then-prevailing related bid and ask quotations of at least two independent brokers and/or pricing services as a condition to the engaging in the transaction. If two market or pricing service quotations are not available, the instrument will be fair valued in accordance with CIM’s valuation policies and procedures. Separate Account Notice and Consent In the case of an Advisory Client that is a separately managed account, CIM will notify the Advisory Client itself or a duly appointed, independent representative of the Advisory Client to obtain consent for any principal transaction. Other Notice and Consent Considerations In general, CIM will not engage in principal transactions with accounts of a retirement plan subject to ERISA unless approved by Carlyle’s General Counsel, Chief Compliance Officer, and, if necessary, competent ERISA counsel. Cross Transactions CIM from time to time allows Advisory Clients to engage in cross transactions, which occur when a transaction is effected directly between two or more of CIM’s Advisory Clients. Cross transactions may benefit advisory clients because they can avoid certain transaction fees. They also create conflicts of interest because, by not exposing buy and sell transactions to market forces, advisory clients may not receive the benefits of best price, or, an adviser might seek to prop up the performance of one advisory client by selling under-performing assets to another advisory client in order, for example, to earn higher fees. CIM has established policies and procedures that address permissible cross transactions. Subject to the terms of the Advisory Client’s (other than certain Advisory Clients managed by Global Credit) organizational documents (which may exclude certain follow-on investments and other transactions from any applicable consent requirements) as well as applicable law and regulations, typically: (i) notice must be provided to each Advisory Client or an independent representative of each such Advisory Client prior to proceeding with the cross transaction; (ii) if an Investor
Advisory Committee of a particular Advisory Client has been established under the Advisory Client’s charter and organizational documents, it must provide consent (generally by majority of the Investor Advisory Committee’s members) prior to engaging in such cross transaction; and (iii) records of such notices and consents must be maintained as part of CIM’s books and records. Typically, the governing agreements for each of the Advisory Clients address permissible cross transactions. In the case of a separately managed account, the investment management agreement or similar documentation addresses cross transactions. See also Item 8 – “Co-Investments” regarding transfers of an investment from an Advisory Client to an entity formed to hold coinvestment. Global Credit follows separate procedures when a cross transaction involves liquid credit Advisory Clients. CIM has established the following procedures in such context: (i) unless otherwise preapproved by Carlyle’s Chief Compliance Officer or General Counsel, no consideration should be paid (aside from customary fees for advice and management) other than the current market price of the instrument (including brokerage commissions); (ii) generally, the execution price reflects the average of the midpoints of the then-prevailing related bid and ask quotations of at least two independent brokers and/or pricing services (and if two market or pricing service quotations are not available, the instrument will be fair valued in accordance with CIM’s valuation policies and procedures, and in certain instances involving CLO Advisory Clients where a loan is represented by a sole agent bank, and the loan is performing (i.e., not distressed) and trading at volumes and actionable levels that demonstrate sufficient market liquidity, the execution price for such loan may be established based on a single quote obtained from such agent bank); (iii) settled cross transactions are reviewed by the Global Credit Compliance and Regulatory Committee, a committee comprising senior personnel from Carlyle’s compliance department and Global Credit, to determine compliance with CIM’s procedures; (iv) internal documentation of the cross transaction must be established and maintained, including (among other things) internal transaction reports that contain material transaction information, such as independent pricing of the investment crossed between Advisory Clients; (v) Advisory Clients will receive notification of cross transactions in periodic reports; and (vi) Carlyle’s Chief Compliance Officer or designee must pre-approve the cross transaction. ERISA accounts generally will not participate in cross trades absent the written consent of Carlyle’s Chief Compliance Officer, General Counsel, and/or competent ERISA counsel. Financial Interests in Advisory Client Recommendations As described in more detail in Item 5 – “Fees and Compensation”, in addition to management fees payable, incentive fees payable and carried interest allocable to CIM and its affiliates, with regards to certain Advisory Clients, including Global Private Equity Advisory Clients, CIM and its affiliates receive acquisition, monitoring, disposition and certain other fees with respect to advisory and related services provided in connection with investments by Advisory Clients. CIM generally has a conflict of interest to the extent that it has an opportunity to earn such a fee in connection with investments by Advisory Clients. However, CIM believes that applicable management fee offset provisions described in Item 5 and the substantial equity commitment by
Item 12: Brokerage practices Conflicts of interest
Broker Selection CIM has discretion to select brokers and dealers to execute transactions in securities and other instruments for Advisory Clients. CIM is obligated by law and under its investment management agreements to seek to obtain the best prices and executions for orders executed for Advisory Clients, taking into account quantitative and qualitative factors affecting the execution quality of portfolio transactions. In particular, CIM reviews factors, such as the experience of the broker or the dealer, its ability to handle the order to the best advantage of the Advisory Client, the nature of the investments to be bought or sold, special circumstances affecting the instrument (e.g., redemption features), and the overall price of the order. As a result, although CIM will seek competitive commissions and spreads, it may not necessarily obtain the most competitive price/commission/spread for portfolio transactions. From time to time, brokerage firms may provide services to CIM in addition to order execution. As discussed in Item 8, certain large investment banks that may act as service providers to CIM and its affiliates, Advisory Clients and Carlyle portfolio companies may also invest in an Advisory Client (directly, or by sponsoring a feeder fund). From time to time CIM selects brokers and dealers who are owned in part by an Advisory Client to execute transactions in securities and other instruments for another Advisory Client. Certain other Advisory Clients, CIM affiliates or affiliated investment advisers may utilize an affiliate for
execution of transactions in securities and other instruments, or other investment-related services. In addition, please see “Affiliated Broker Dealer” in Item 10 above with respect to conflicts involved in the selection of a broker-dealer affiliated with CIM. Portfolio trades of certain investment vehicles, generally within Global Credit, can be expected to generate commissions, mark-ups/mark-downs, and other transaction charges that each Advisory Client is responsible for paying. CIM has complete discretion in deciding the brokers and dealers to execute Advisory Client transactions and the fees that will be paid to selected broker-dealers for their services. CIM seeks to obtain best execution of Advisory Client transactions based on a number of factors that include net price for the order, experience of the broker-dealer, order handling ability (particularly block orders), and the nature of the investments to be bought or sold. From time to time, CIM engages in transactions with broker-dealers that also have other dealings with Carlyle or its affiliates, including investor referrals and investments in Advisory Clients. Such business relationships could present a potential conflict of interest for CIM. However, CIM maintains approved broker-dealer lists and the Global Credit Compliance and Regulatory Committee meets periodically to review and analyze trades executed by approved broker-dealers as part of its requirement to seek best execution for its respective Advisory Client transactions. In assessing the quality of execution for Advisory Client transactions, the Global Credit Compliance and Regulatory Committee will consider the full range of services available from and the characteristics of each broker-dealer, including, but not limited to execution capabilities, responsiveness, trading experience, reputation and integrity, overall reliability, access to underwritten offerings and secondary market trades, and the value of any “research” services provided to CIM. Typically, trade allocations are made to full-service broker-dealers that provide research reports (typically on an unsolicited basis), services related to settlement and clearance, trade seminars, or access to certain professionals in connection with portfolio transactions. From time to time, depending on the certain circumstances, brokerage firms may pay for trade seminars, travel to such seminars, and lodging and entertainment of Carlyle professionals. Because these benefits, while providing Carlyle employees opportunities for education and fostering of business relationships, can create potential conflicts of interest, the compliance department assesses the types of research or other services that are provided (whether solicited or unsolicited) to determine if they are appropriate under the circumstances and if the provision of such research or services appears to have had any effect on the execution quality for client accounts. For Advisory Clients that trade derivatives and other over‑the‑counter instruments, Carlyle typically effects such transactions bilaterally with a limited number of approved ISDA counterparties and is not obligated to use a minimum number of counterparties or to allocate trades pro rata among them. In selecting and utilizing these counterparties, Carlyle considers factors such as creditworthiness, regulatory status, operational capabilities, documentation and collateral terms, product access and pricing, and seeks what it believes, in its good‑faith judgment, to be a best overall result for the Advisory Client rather than focusing solely on the lowest available price. Concentrating derivative activity with a limited number of counterparties may increase an Advisory Client’s exposure to those counterparties’ credit, liquidity and operational risks, particularly in stressed market conditions. CIM does not currently participate in any soft dollar relationships with brokers for research or any
other service. From time to time, Global Credit will engage in transactions with broker-dealers that also have other dealings with Carlyle or its affiliates, including investor referrals and investments in Advisory Clients. Such business relationships could present a potential conflict of interest for CIM. However, Global Credit performs an analysis and review of each broker-dealer’s trading and execution capabilities as part of its requirement to seek best execution. That analysis and review is presented to the Global Credit Compliance and Regulatory Committee for assessment. In the context of investment activity outside of these groups, CIM periodically reviews its relationships and levels of business allocated to key service providers, especially investment banks. Bunching or Aggregating Trades Liquid Credit Advisory Client trades may be aggregated if aggregation is believed to benefit the Advisory Client and to be consistent with CIM’s obligation to seek best execution. CIM is not obligated to aggregate Advisory Client trades, however, and there may be reasons, such as Advisory Client specifications or logistics of the trade itself, where aggregation is not possible. In such situations, the inability to aggregate the trade could result in an increase in transaction costs for the Advisory Client. CIM may trade the same instruments for multiple Advisory Clients with a particular broker throughout the day. Where possible, the price at which that particular broker handles these multiple orders generally will be averaged among the multiple Advisory Client accounts during a trading day. Trades with a particular broker that occur in the same instruments for multiple Advisory Clients on the same day may be averaged across multiple Advisory Client accounts if determined by CIM to be fair, reasonable and appropriate under the circumstances. All exceptions to CIM’s policy on the aggregation of trades must be approved by Carlyle’s Chief Compliance Officer or designee. Trade Errors Carlyle seeks to detect and correct trade errors. Should a trade error occur and be detected before the trade has been settled in the Advisory Client account, Carlyle will reverse the trade or reallocate, as necessary and appropriate. In any event, the Advisory Client account will be made whole (put in a position as if the error had not been made), with Carlyle absorbing any loss, where Carlyle’s conduct does not meet the standard for exculpation set forth in the governing documentation for the relevant Advisory Client(s), and not in other cases. Advisory Clients regulated under the 1940 Act will be made whole with Carlyle absorbing losses any time a trade error cannot be reversed or reallocated. An Advisory Client is subject to the risk that its trading orders may not be executed in a timely and efficient manner due to various circumstances, including, without limitation, systems failure or human error. As a result, an Advisory Client could be unable to achieve the market position selected by CIM or might incur a loss in liquidating its positions. Since some of the markets in which an Advisory Client may effect transactions are over-the-counter or interdealer markets, the participants in such markets are typically not subject to credit evaluation or regulatory oversight
comparable to that which members of exchange based markets are subject. An Advisory Client is also exposed to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions, thereby causing an Advisory Client to suffer a loss. Carlyle or its affiliates will be biased when determining whether losses resulting from such an error will be borne by the Advisory Client.
Item 14: Client referrals and other compensation Conflicts of interest
As described in more detail in Item 5 – “Fees and Compensation”, in addition to management fees payable, incentive fees and carried interest allocable to CIM and its affiliates, CIM and its affiliates are expected to receive acquisition, monitoring, disposition and certain fees with respect to advisory and related services provided in connection with investments by Advisory Clients. CIM and its affiliates have and may in the future enter into cash compensation arrangements with its affiliated broker-dealers, including TCG Capital Markets and affiliates, CHKEM, CAEM, CJEM, CSIAL, CAL, certain portfolio companies of Advisory Clients or affiliates thereof, unaffiliated placement agents or third parties for introducing investors to Carlyle in respect of an Advisory Client. Any fees associated therewith will ultimately be payable by CIM or its affiliates, either directly or through an offset of the management fee payable by the relevant Advisory Client. In accordance with CIM’s policies, no investor will bear any portion of any fee paid to any thirdparty solicitor with respect to such investment (whether in the form of higher management fees or other types of fees) without the consent of Carlyle’s General Counsel and Carlyle’s Head of Investor Relations.
Item 9: Disciplinary information
Except as described below, none of CIM, its executive officers, members of its investment committees or portfolio management committees or other “management persons” as defined in Form ADV have been the subject of any legal or disciplinary matter of an investment-related nature that would be material to an existing or prospective Advisory Client’s evaluation of CIM’s advisory business or the integrity of its management. As part of a sweep investigation of financial services and investment advisory firms, in October 2022, Carlyle received from the SEC a request for information related to the preservation of certain types of electronic business communications (e.g., text messages and messages on WhatsApp, WeChat, and similar applications) as part of Carlyle’s books and records. On January 13, 2025, the SEC announced settled charges against several of the financial services and investment advisory firms that were part of the sweep investigation, including CIM and two other Carlyle investment advisors, CGCIM and AlpInvest Partners B.V., for failure to maintain and preserve electronic communications and related violations under the Advisers Act. The three Carlyle investment advisors paid a combined civil penalty of $8.5 million, with $5.6 million allocated to CIM, and agreed to implement certain limited remedial measures. In the ordinary course of business, Carlyle is a party to litigation, investigations, inquiries, employment-related matters, disputes and other potential claims. Additional information regarding such matters is available in current public filings with the SEC for the Public Company (see ir.carlyle.com).
Item 13: Review of accounts
Oversight and Monitoring The portfolio investments of certain Advisory Clients are regularly reviewed by a team of investment professionals. Depending on the Advisory Client, the team generally includes regional or segment heads, Managing Directors and other investment professionals. These professionals monitor operations, overall performance, financial performance, and strategic direction of each portfolio company owned by the Advisory Clients. The specific parameters relating to the oversight and monitoring of the portfolio investments of the Advisory Clients for which there is shared oversight (i.e., joint ventures) are set forth in the related offering or other governing documents. The portfolio investments in leveraged bank loans made by certain of the Advisory Clients are monitored by professionals at CIM under an organizational structure deemed appropriate to provide oversight. The portfolio assets are reviewed and monitored consistent with trading guidelines and events in the capital markets. Reports to Advisory Clients and Investors Investors in CIM-advised (and co-advised) Advisory Clients typically receive quarterly financial reports and audited annual reports. Investors have the ability to access these reports via a passwordprotected website. Each of the Global Credit advisory clients is required to fulfill reporting obligations to investors based on the terms and conditions of the particular Advisory Client organizational documents (or investment management agreement in the case of a separately managed account). Certain of the Global Credit advisory clients deliver annual audited financial statements to investors. Depending on the particular Advisory Client, investors may receive monthly reports or letters, quarterly financial and capital account statements. Reports to separately managed account Advisory Clients are based on the terms of the particular investment management agreement. Certain investors are expected to have the right to obtain information relating to an Advisory Client. Accordingly, such investors may possess information regarding the business and affairs of an Advisory Client that may not be known to other investors. As a result, certain investors will be able to take actions on the basis of such information which, in the absence of such information, other investors do not take. CIM, its affiliates and their employees have made, and may in the future make, oral and written
statements or expressions of intent or expectation to investors in an Advisory Client or have acknowledged or may acknowledge statements made by such persons (“Outside Statements”) regarding such Advisory Client or Carlyle’s activities pertaining thereto. These may include, for example, the anticipated or expected allocation of investment opportunities to the Advisory Client generally and other topics often addressed in legally binding side letters. Although such Outside Statements are not legally binding, such Outside Statements may influence decisions of Carlyle and employees with respect to the operations and activities of the Advisory Client and may influence a prospective investor’s decision as to whether to invest in the Advisory Client. Such Outside Statements will not be disclosed to investors in the Advisory Client. There can be no assurance that any such arrangements will not have an adverse effect on the Advisory Client or its investors. For new Advisory Clients, a copy of this Brochure is delivered prior to or at the time of entering into an advisory contract. Existing investors are notified electronically when updates to this Brochure are available for their review, and a copy is posted to the respective investor reporting site.
Item 15: Custody
CIM uses unaffiliated, qualified, third-party custodians to hold the assets of its Advisory Clients for which it has custody in a manner that it believes complies with SEC standards and guidance. For example, these qualified custodians maintain the client assets in a manner that segregates them from assets of other clients of the custodian. CIM is deemed to have custody of the underlying assets of many of its Advisory Clients. In addition to holding client assets with an unaffiliated, qualified, third party custodian, these client assets (where CIM is deemed to have custody) are generally also subject to a year-end audit by a
major accounting firm that is a member of, and examined by, the Public Company Accounting Oversight Board (“PCAOB”), and the audited financial statements are then provided to the underlying investors of these Advisory Clients within 120 days (or 180 days, as applicable) of the end of the fiscal year. For client assets that are pooled investment vehicles (and subject to such financial audits and reporting delivery qualifications), CIM relies on an exception from the notification, account statement delivery obligations, and is deemed compliant with the surprise audit obligations imposed by the SEC’s custody rule. To the extent that CIM is deemed to have custody of the underlying assets of an Advisory Client that is not deemed to be a “pooled investment vehicle”, CIM engages a PCAOB major accounting firm to subject such assets to a surprise audit and requests requisite reporting to the Advisory Client. Such Advisory Clients may also have a statutory obligation to perform a year-end audit.
Item 16: Investment discretion
Typically, CIM provides investment advice to its Advisory Clients on a discretionary basis, either directly or indirectly through sub-advisory arrangements. An affiliate of CIM, typically the general partner of the applicable Advisory Client, accepts discretionary investment authority for each Advisory Client. CIM, in turn, is retained as investment adviser in order to provide advice with respect to Advisory Client investments. Generally, this discretion is subject only to the investment guidelines set forth in the governing agreements (or investment management agreement in the case of a separately managed account) of an Advisory Client. Such governing agreements generally expressly provide that the applicable general partner (or similar managing fiduciary) has the authority to make all decisions concerning the investigation, evaluation, selection, negotiation, structuring, commitment to, monitoring of and disposition of investments.
Item 17: Voting client securities
Because CIM has, or will accept, authority to vote public company securities, other debt instruments (e.g., loans) and equity and debt instruments issued by CLOs held by an Advisory Client, it has adopted policies and procedures (the “Proxy Voting Policies and Procedures”) that it believes are reasonably designed to comply with the requirements of the Advisers Act. The Proxy Voting Policies and Procedures reflect CIM’s commitment to vote such instruments in a manner consistent with the best interests of the Advisory Clients. Under the Proxy Voting Policies and Procedures, unless faced with a conflict of interest between or among Advisory Clients, CIM will vote proxies in a manner that serves the best interest of its Advisory Clients, as determined by CIM in its discretion, taking into account relevant factors, including (i) the impact on the value of the securities owned by the Advisory Client and the returns on those securities; (ii) alignment of portfolio company management’s interest with the Advisory Client’s interest, including establishing appropriate incentives for management; (iii) the ongoing relationship between the Advisory Client and the portfolio companies in which it invests, including the continued or increased availability of portfolio information; (iv) industry business and practices; and (v) the requirements imposed on CIM and its affiliates in the Advisory Client operating agreements.
CIM reviews each proposal submitted for a vote on a case-by-case basis to determine whether it is in the best interest of the applicable Advisory Client. As a result, depending on the Advisory Client’s particular circumstances, CIM may vote one Advisory Client’s securities differently than it votes those of another Advisory Client, or may vote differently on various proposals, even though the securities or proposals are similar (or identical). In some instances, CIM may determine that it is in the Advisory Client’s best interest for CIM to “abstain” from voting or not to vote at all, and will do so accordingly. At times, conflicts may arise between the interest of an Advisory Client, on the one hand, and the interest of either another Advisory Client or Carlyle or its affiliates on the other hand in consideration of a proxy vote. For example, a vote could arise in relation to a single company that (i) has issued stock to an Advisory Client with a buyout investment mandate, and (ii) has issued bonds or other debt instruments that are owned, in part, by an Advisory Client that is permitted to invest in debt instruments. To address such potential conflicts, CIM follows the procedures outlined in the Proxy Voting Policies and Procedures, which include the potential involvement of Carlyle’s General Counsel, the Chief Compliance Officer and/or the Conflicts Committee, a committee comprising senior management to help manage conflicts of interest that may arise including during the conduct of Carlyle’s business. The Proxy Voting Policies and Procedures require that in all situations involving a potential conflict between two Advisory Clients, the vote will be made without regard to Carlyle’s actual or anticipated compensation. Certain Advisory Clients within Global Credit business segment utilize a third-party service provider to assist with the processing of proxy votes. Proxy voting reports, identifying how proxies were voted where Carlyle has been delegated proxy voting authority, and CIM’s Proxy Voting Policies and Procedures are available upon written request to Carlyle Investment Management L.L.C., 1001 Pennsylvania Avenue, NW, Washington, DC, 20004, Attn: Investor Relations.
Item 18: Financial information
At this time, CIM is not aware of any financial condition that is reasonably likely to impair CIM’s ability to meet its contractual obligations to its clients. CIM has not been the subject of any bankruptcy petitions, including in the past ten years. Additional financial information is also available in current public filings with the SEC for the Public Company (see ir.carlyle.com).
Filings
23 filings to the SEC since October 2021: 23 other. The latest 20:
- Aug 14, 2026N-PX EDGAR
- Aug 7, 202613F-NT EDGAR
- May 8, 202613F-NT EDGAR
- Feb 13, 202613F-NT EDGAR
- Nov 7, 202513F-NT EDGAR
- Aug 22, 2025N-PX EDGAR
- Aug 8, 202513F-NT EDGAR
- May 9, 202513F-NT EDGAR
- Feb 13, 202513F-NT EDGAR
- Nov 8, 202413F-NT EDGAR
- Aug 30, 2024N-PX EDGAR
- Aug 9, 202413F-NT EDGAR
- May 3, 202413F-NT EDGAR
- Feb 2, 202413F-NT EDGAR
- Nov 3, 202313F-NT EDGAR
- Aug 4, 202313F-NT EDGAR
- May 5, 202313F-NT EDGAR
- Feb 10, 202313F-NT EDGAR
- Nov 10, 202213F-NT EDGAR
- Aug 12, 202213F-NT EDGAR
The 23 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Stakes it holds
Carlyle Investment Management LLC has told the SEC it owns more than 5% of 1 company, latest first (Schedules 13D and 13G).
- Carlyle Credit Solutions, Inc.SC 13D May 13, 20224
Sources
The numbers on this page point here. Each one links to the record it came from.
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