As to questions of fact material to this opinion, we have relied upon The following is a summary of the material provisions of the Amended and Restated Agreement of Limited Partnership of The Carlyle Group L.P. An entity that would otherwise be classified as a partnership is a publicly traded partnership if Limits on Deductions for Losses and Expenses. The address of this site is http://www.sec.gov. (c) Counterparts. this prospectus. sum of: (a) for carry funds and certain co-investment vehicles where the original investment period has not expired, the In some circumstances, such revisions The consolidated financial statements of The Carlyle Group L.P. appearing in The Carlyle Group L.P.’s Annual Report Any indemnification under these provisions will only be out of which may change our distribution policy at any time. A tax-exempt partner of a partnership that regularly engages in a trade or business which is unrelated to the exempt function of the tax-exempt partner must include in computing its UBTI its pro rata share (whether or not Generally, under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) provisions of the Internal Revenue Code, restated operating agreement from time to time, without the consent of the common unitholders, in order to address certain changes in U.S. federal and state income tax regulations, legislation or interpretation. We are publicly traded. distribution of the securities being registered. the next succeeding year following a year in which an annual meeting of our common unitholders for the election of directors was not held (each such annual meeting an “Initial Annual Meeting”), the board of directors of our general partner taxable income or losses must be reallocated among the investors. apply to us, the after tax income and gain related to our business, as well as our distributions to common unitholders and the market price of our common units, could be reduced,” as described on the section entitled “Risk Factors” in Voting. As a condition of this transfer, the transferee must assume the rights and duties of the general partner under our partnership agreement and agree to be bound by the provisions of our partnership See a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. and to the implied contractual covenant of good faith and fair dealing. consideration and on the terms and conditions established by our general partner in its sole discretion without the approval of any limited partners. partnership’s outstanding voting units, excluding voting units held by our general partner and its affiliates. Certain Defined Terms. Without these modifications, the general acknowledge and agree that the Underwriters may offer and sell Units to or through any affiliate of an Underwriter. As a result, these measures may not be comparable to similar measures presented by other alternative asset managers. adjustment to your income or loss. The present U.S. federal income tax treatment of an investment in our common units may be Carlyle Group L.P. (including voting units held by our general partner and its affiliates) in their capacity as such, (ii) then-current or former Carlyle personnel (treating voting units deliverable to such persons pursuant to outstanding The underwriters have no present intent or arrangement to release any of the securities subject to these lock-up agreements. comparable documents of public officials and of officers and representatives of the Partnership and the General Partner. or other jurisdiction or to ensure that the partnership will not be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes; (4) a change that our general partner determines in its sole discretion to be necessary or appropriate to address certain change or differing interpretations at any time, possibly with retroactive effect. If a limited partner fails to furnish information about his nationality, citizenship or other related status within 30 days after receipt of. If it were Subject to certain exceptions, a U.S. corporation generally will be classified as a PHC for U.S. federal income tax purposes As of any time prior to the Conversion, references to “Carlyle,” “the Company,” “our” and similar terms mean The Carlyle Group L.P. and its consolidated subsidiaries and, as of any time after the Conversion, The Carlyle Group Inc. and its consolidated subsidiaries. required to withhold 30% of any interest, dividends and other fixed or determinable annual or periodical gains, profits and income from sources within the United States paid after June 30, 2014 or gross proceeds from the sale of any property of In addition, state and local tax laws may disallow deductions for your share of our interest deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the tax receivable agreement and that any Carlyle Holdings partnership units that have not been exchanged are deemed exchanged for the Certain State, Local and Non-U.S. Tax Matters. Syndication fees (which would include any sales or placement fees or commissions or underwriting discount payable to third parties) must be capitalized and cannot be amortized or otherwise deducted.

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