SecProbe.io

October 3, 2011

Via E-mail
Jeffrey W. Ferguson, General Counsel  The Carlyle Group L.P.  1001 Pennsylvania Avenue, NW  Washington, D.C. 20004-2505
Re: The Carlyle Group L.P.
Registration Statement on Form S-1
  Filed September 6, 2011    File No. 333-176685

Dear Mr. Ferguson:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
  General

1. Please provide us with any pict ures or graphics you intend to use in the prospectus.  We
may have further comments upon review.
 2. We note that you have yet to file a number of exhibits, including the legality and tax
opinions.  Please file these exhibits as soon as  possible so that we have adequate time to
review them.  We may have comments after we review these materials.
 3. Please provide all information required except that allowed to be excluded under Rule
430A of the Securities Act of 1933.  As this  information impacts disclosure throughout
your filing, we will need adequate time to review it and may have additional comments
once you provide the information.

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. October 3, 2011  Page 2

 4. Prior to the effectiveness of the registrati on statement, please arrange for FINRA to call
us or provide us with a letter indicating that FINRA has cleared your underwriter’s
compensation.
 5. We note that you do not believe that The Carl yle Group L.P. is an investment company
for purposes of sections 3(a )(1)(A) and 3(a)(1)(C) of the Investment Company Act of
1940 (“Company Act”).  Please provide further information necessary to conduct an analysis under section 3(a)(1)(A) and 3(a )(1)(C) of the Company Act for The Carlyle
Group L.P., including, but not limited to, each of The Carlyle Group L.P.’s intermediate holdings companies, Carlyle Holdings and the Parent Entities (as those terms are defined
in the registration statement).  Please provide this informati on prior to, and giving effect
to, the proposed transaction.  In particular, list all a ssets held by each entity and the value
you assign to each.  In addition:
 (a)  Please identify and explain any inte rests in the Carlyl e investment funds
held by or through Carlyle Holdings.  For instance, pl ease explain if
interests in the investment funds are limited to general partnerships or if
there are additional limited partnership interests, and the values of each.
Do Carlyle Holdings and/or Parent Entities make contributions to the
capital of the investment funds in  connection with or apart from the
general partner interests?  What ar e the values with regard to each
investment fund?  Please describe the methodology used to value these
interests and explain why that methodology was chosen.

(b)   Please explain why an investme nt in The Carlyle Group L.P. is not
equivalent to an investment in a fund of funds.

6. We note that your statement that The Carlyle Group L.P. is not an investment company
under section 3(b)(1) of the Company Act.  Pleas e explain your belief in light of certain
prior Commission statements ( see, e.g., Paribas Corp., 40 S.E.C. 487, 490 n. 5 (1961);
Exemption from the Investment Company Act of 1940 for the Offer or Sale of Debt
Securities and Non-Voting Preferred Stock by Foreign Banks or Foreign Bank Finance
Subsidiaries, Investment Company Act Re lease No. 15314 (Sept. 17, 1986)) relating to
the use of section 3(b)(1) by fi nancial services companies.

7. Please explain whether the offering by The Ca rlyle Group L.P. should be considered an
indirect offering of the Carlyle investment funds .  In this context, pl ease address rule 140
under the Securities Act of 1933 as  well as section 48(a) of the Company Act as applied
to the registration requirement s for investment companies.

Prospectus cover page

8. In addition to the significant risks you include on the cover page and on page 9, please
briefly note your intention to  rely on the exemption from the requirement of the

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. October 3, 2011  Page 3

 applicable exchange or market relating to  the makeup of your nominating, corporate
governance and compensation committees.
Summary, page 1

The Carlyle Group, page 1

9. Please revise your disclosure to briefly st ate how you generate revenues and income.
Please briefly describe each type of fee, car ried interest and othe r source of revenue, and
briefly explain what the fee is based upon, or  how it is structured or calculated.  As
indicated in the first paragra ph on page 195, please disclose th at your ability to generate
carried interest is a significant factor in your business and has historically accounted for a
significant portion of your income.  While we  note that disclosure s about your fees are
made at various points throughout the prospect us, we believe it would be helpful for
investors to be provided with this informati on at the outset of your summary in order to
better understand disclosures that follow.
Our Business, page 2

10. We note your presentation of to tal segment revenues, total ENI and total distributable
earnings.  Please balance these disclosures with  your most directly financial measures
calculated in accordance with GAAP.  Refer to Item 10(e)(1)(i) of Regulation S-K.
 Fund of Funds Solutions, page 4

11. We note your disclosure in the last paragr aph on page 11 regarding the allocation of
carried interest with resp ect your arrangements with th e historical owners and
management team of AlpInvest.  Since this acquisition resulted in a substantial increase
in your AUM and represents a significant percentage of your Total AUM and Fee-earning AUM, please include a cross-referen ce to the discussion on page 11 so that
investors can immediately realize your ability to benefit from historical commitments and
future investments to your f und of funds vehicles.

12. In the second bulleted paragraph of your fund of funds risk factor on page 57, you
indicate that AlpInvest’s management team  will manage operations without any day-to-
day input from Carlyle personnel.  Please revise the first paragr aph in your disclosure to
clearly indicate that you do not currently advise or otherwise participate in the
management of the AlpInvest funds.  Also cl arify, if true, that you have not yet begun
advising separate accounts and further indicat e your anticipated timeline for commencing
such activity.

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. October 3, 2011  Page 4

 Demonstrated Record of Investment Performance, page 6

13. In addition to presenting gross internal rates of retu rn and net internal rates of return, you
present realized/partially real ized gross internal rate of  returns.  Please expand your
disclosures to clarify how these rates are determined and why you believe it provides
useful information in addition to  the gross internal rates of return and net internal rates of
return.  Please address any risk associated with using these rates as an indicator of
investment performance.  Address this commen t as it relates to your presentation of this
fund performance metric within Management ’s Discussion and Analysis as well.
 14. We note your disclosure in the first paragra ph in smaller font immediately following the
investment performance chart.  Please revise to restore the larger font size as this
disclaimer should be prominently displayed to potential investor s in your company.

Financial Strength, page 7

15. We note your presentation of ENI, a non-GAAP performance measure.  Please balance
this disclosure with your most directly financial meas ure calculated in accordance with
GAAP.  Refer to Item 10(e)(1 )(i) of Regulation S-K.

Investment risks, page 9

16. Please revise the third bullet point to further explain that the potential volatility of your
revenue, income and cash flow is in fluenced by the following factors:
 You  receive carried interest only when inve stments are realized and receive a certain
level of return;
 The amount of your tr ansaction fees;
 Changes in the carrying values and performa nce of the investments of the investment
funds you advise; and
 The timing and receipt of carried interest de pends on the life cycle of the carry funds.
 17. Please revise the second paragraph to clearly st ate the current status of the legislation and
provide a cross-reference to th e risk factor on page 31 to pr ovide appropriate context so
that investors are fully inform ed of the level of support the legislation received.  Please
also consider describing each of the signifi cant tax-related risks you discuss in this
paragraph after its own bullet point  in order to better highlight  and distinguish these risks.

Organizational Structure, page 10

18. Given the density of information disclosed in  this section, please  revise to provide
appropriate subheadings to focus investors on key areas.  For example, we note that the
second paragraph on page 13 provides a brief discussion of material U.S. federal tax
considerations.

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. October 3, 2011  Page 5

19. In the diagram provided on page 12, please s how the estimated pe rcentages that TCG
Carlyle Global Partners L.L. C., Carlyle Group Management L.L.C and Public Investors
will each own in Carlyle Group L.P. immediatel y following this offering.  In this regard,
also disclose the percentage economic right s the Existing Owners will have in Carlyle
Holdings.
The Offering, page 16

Cash Distribution Policy, page 17

20. Where you discuss quarterly and annual dist ributions that you will cause Carlyle
Holdings to make, please clarify, if true, th at these distributions will be made to the
limited partners as well as The Carlyle Group L.P.
 21. Where you discuss the tax distributions to pa rtners of Carlyle Holdings partnerships,
please clarify, whether distribut ions from the partnerships to your subsidiaries are
required to be passed along to holders of  common units.  We note your disclosure
elsewhere that while you intend to make annua l distributions in an amount sufficient to
cover anticipated taxes, it is possible that ta x liabilities will exceed th e cash distributions
that holders of common units receive from you.

Exchange rights of holders of Carlyle Holdings partnership units, page 18

22. Please revise to disclose that investors in common units will experience immediate
dilution of their common units as a result of  the exchange and provi de a cross-reference
to the risk factor on page 70.
 23. We assume that exchanges of Carlyle Holdi ngs partnership units reduce the number of
votes that TCG Carlyle Global Pa rtners L.L.C. is entitled to vote as the holder of the
special voting unit.  If true, please describe this in this section.
 Risk Factors, page 24

Risks Related to Our Company, page 24

Adverse economic and market conditions could negatively impact our business . . .  page 24

24. Please revise your disclosure in  the second paragraph here or in the next risk factor to
also address how the recent speculation rega rding the potential inability of European
countries to pay their national debt may impact  your ability to secure debt financing.  We
note your disclosure in the last senten ce of the third paragraph on page 97.

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. October 3, 2011  Page 6

 Changes in the debt financing markets could negativ e impact the ability of certain . . . , page 25

25. If you are aware that any of your portfolio co mpanies, or group of portfolio companies,
are unable to repay or refinance debt, and if  this may have a material impact on your
financial condition, results of operations or liquidity, or th at of any segment, please
discuss this, providing quantifying info rmation where available, in MD&A.

Regulatory changes in the United States could adversely affect our business . . . , page 34

26. We note your disclosure in the second bulleted paragraph.  If any bank holding
companies, insured depositary institutions or other entities subject to the “Volcker Rule”
are invested in your funds to a material exte nt, please revise your disclosure here to
explain your exposure in this regard.
We may need to pay “giveback” obligations if and when they are triggered  . . . , page 52

27. We note your disclosure here and in the last  paragraph on page 101 that realized carried
interest may be clawed-back if  the fund’s investment values decline below certain levels.
Given that any distributions to common unit holders will be made on a quarterly basis
and the fact that carried interest is determin ed on a deal-by-deal basis, please disclose
how the giveback obligation will impact pr ior cash distributions made to common unit
holders.  If you will seek rec overy of all or a portion of those cash distributions, please
state so.  Please also revise  your disclosure in the Cash Distribution Policy section on
page 87 accordingly.
28. Please disclose the amount of accrued give back obligations as of June 30, 2011, as
disclosed in the last paragraph on page 145.  Pl ease also disclose the estimated amount of
cash you intend to reserve for repayment of any giveback obligations.  Please also
consider whether your intent in  this regard impacts your Use of Proceeds disclosure on
page 86.
We may hold or acquire certain investment s through an entity  . . . , page 76

29. Please revise your disclosure to provide more  specific disclosure regarding the adverse
U.S. tax consequences to U.S. holders of comm on units who indirectly  own an interest in
a PFIC or CFC, or include a cross reference to  a more complete discussion elsewhere in
the prospectus.
Organizational Structure, page 78

 Reorganization, page 82

30. Please revise the second paragraph to briefl y state why you are making one or more cash
distributions to the owners of the Parent En tities prior to the date  of the offering.

Jeffrey W. Ferguson, Esq. The Carlyle Group L.P. October 3, 2011  Page 7

 Holding Partnership Structure, page 84

31. Please ensure that you avoid unnecessarily vague referenc es here and throughout your
disclosures.  For example, in the penultimate paragraph of this section, you refer to “certain wholly-owned subsidiaries of The Carlyle Group L.P.” that must pay taxes,
rather than refer to the affected subsidiari es by name.  Please revise this paragraph and
other disclosures to simplify and cl arify disclosures where possible.

Use of Proceeds, page 86

32. Please revise the second paragraph to state the interest rate maturity date of the
indebtedness.  To the extent that any of  the borrowings you are repaying were incurred
within a year, please ensure that you describe  their purpose.  See Instruction 4 to Item
504 of Regulation S-K.
33. We note that you intend to use a portion of th e proceeds to fund acquisitions and strategic
investments.  Please revise to comply with In structions 5 and 6 to Item 504 of Regulation
S-K or otherwise advise us accordingly.
Cash distribution policy, page 87

34. Please revise the last paragraph on page 88 to  provide the frequency and amount of cash
distributions for the two  most recent fiscal years. See It em 201(c) of Regulation S-K.

Management’s Discussion and Analysis, page 95

Trends Affecting our Business, page 96

35. Please revise the second bulleted paragra ph to identify the segments particularly
impacted during the 2008 and 2009 economic dow nturn.  In this regard, we note your
disclosure in the second paragr aph