facilitate the recruitment and retention of high caliber professionals. Each Fund will have a general partner, managing member or other such similar entity (a General Partner)
that manages, operates and controls such Fund. Carlyle will control each Fund within the meaning of Section 2(a)(9) of the 1940 Act.
All potential investors in a Fund (the Investors) will be informed that, among other things, (i) interests and shares
in the Funds (Interests) will be sold in transactions exempt under Section 4(a)(2) of the Securities Act of 1933, as amended (the 1933 Act), or Regulation D or Regulation S promulgated thereunder and thus
offered without registration under, and without the protections afforded by the 1933 Act, and (ii) the Funds will be exempt from most provisions of the 1940 Act and from the protections afforded thereby.
Eligible Employees given the opportunity to invest in the Funds will include Carlyle employees who are engaged in various aspects of the
investment management or financial services businesses, or in administrative, financial, accounting, legal, marketing or operational activities related to such businesses. Eligible Employees and certain of their family members will be individuals
who (i) satisfy certain financial and sophistication standards and will not need the protection of the regulatory safeguards intended to protect the public, and (ii) will be accredited investors under Rule 501(a) of Regulation
D under the 1933 Act, except that a limited number of Eligible Employees who invest in a Fund (not to exceed 35) may not be accredited investors.
The Applicants believe that, in view of the facts described below and the conditions contained in this Application, and in view of the access
to information, investment sophistication and financial capacity of the Investors, the concerns regarding overreaching and abuse of investors that the 1940 Act was designed to prevent will not be present.
A statement of the facts relied upon as the basis for the action of the Commission herein requested is as follows:
Carlyle is one of the worlds largest global investment firms that originates, structures, and acts as lead equity investor in management-led buyouts, strategic minority equity investments, equity private placements, consolidations and buildups, growth capital financings, real estate opportunities, bank loans, high-yield debt, distressed
assets, mezzanine debt, and other investment opportunities. Carlyle provides investment management services to, and has transactions with, various private equity funds, real estate funds, private credit funds, collateralized loan obligations, and
other investment products sponsored by the Company for the investment of client assets in the normal course of business. Carlyle typically serves as the general partner, investment manager or collateral manager, making
day-to-day investment decisions concerning the assets of these products.
The initial Fund, CP VIII Coinvestment B, L.P., was formed as a Delaware limited partnership on February 25, 2021. A Carlyle entity is the
general partner of CP VIII Coinvestment B, L.P.
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