Daniel Harris - IR David Rubenstein - Co CEO Curt Buser - CFO Bill Conway - Co CEO

Brennan Hawken - UBS Michael Cyprys - Morgan Stanley Robert Lee - KBW Craig Siegenthaler - Credit Suisse Michael Kim - Sandler O'Neill Bill Katz - Citi Glenn Schorr - Evercore ISI

Good day, ladies and gentlemen. And welcome to The Carlyle Group Third Quarter 2015 Earnings Call. At this time, all participants' are in a listen-only mode. Later we will conduct a question-and-answer session and instructions will follow at that time. [Operator Instructions] As a reminder this conference may be recorded. I would now like to turn the conference over to your host, Mr. Daniel Harris, Head of Investor Relations. Sir, you may begin.

Thank you, Amanda. Good morning and welcome to Carlyle's third quarter 2015 earnings call. In the room with me on the call today is our Co-Chief Executive Officers, David Rubenstein; and our Chief Financial Officer, Curt Buser, while our other Co-Chief Executive Officer Bill Conway is on the call from Asia. Earlier this morning, we issued a press release and detailed earnings presentation with our third quarter results, a copy of which is available on the Investor Relations portion of our website. Following our remarks, we will hold a question-and-answer session for analysts and institutional investors. To ensure participation by all those on the call, please limit yourself to one question and return to the queue for any follow-ups. Please contact Investor Relations following this call with additional questions. This call is being webcast and a replay will be available on our website. We will refer to certain non-GAAP financial measures during today's call. These measures should not be considered in isolation from or as a substitute for, measures prepared in accordance with Generally Accepted Accounting Principles. We have provided reconciliations of these measures to GAAP in our earnings release. Any forward-looking statements made today do not guarantee future performance, and undue reliance should not be placed on them. These statements are based on current management expectations and involve inherent risks and uncertainties, including those identified in the Risk Factors section of our Annual Report on Form 10-K, that could cause actual results to differ materially from those indicated. Carlyle assumes no obligation to update any forward-looking statements at any time. With that, let me turn it over to our Co-Chief Executive Officer, David Rubenstein.

Thank you, Dan. Notwithstanding the turmoil in the markets during the quarter, Carlyle continue to again produce attractive levels of distributable earnings which we have consistently said is the metric which best reflects our performance and our value. For the third quarter we produced $244 million of distributable earnings up 55% from $157 million in the third quarter of 2014. For the first three quarters of 2015, we have produced $777 million in distributable earnings up 17% from the same period last year. Our third quarter distribution per unit will be $0.56. With a nine months year-to-date, we will have distributed $1.78 per unit up 25% compared to the same period in 2014 when normalized for the change to our distribution policy this year. To place this level of distribution in some perspective over the trailing four quarters, a 75% payout target would have represented in almost 13% yield on yesterday's closing price. In short, we believe we have proven that in up markets and in down markets we have the ability to produce attractive levels of distributable earnings and we are indeed well-positioned to continue to do so going forward. In addition to our solid production of distributable earnings during the quarter, we also continue to raise funds at a strong pace. In the third quarter we raised $5.6 billion of gross new fund commitments or $4.6 billion in net inflows for the quarter after redemptions in open-ended funds. These amounts will raise for both new funds and for follow-on funds principally in corporate private equity and real assets. We continue to believe that we have a corporate private equity business for this 28 year track record, current scale and global reach is without peer. And we also see many areas of growing strength in the number of other parts of the firm for instance, our powder and energy continues to grow at a time when new investments in the energy sector are becoming more attractive. Our U.S. real estate business continues to thrive and recently closed its latest fund at $4.2 billion which is our largest real estate fund today. Some of our newer funds, power, our BDCs and Asian structured credit are also off to a great starts and we continue to be one of the tough global issuers of CLOs. Despite all of this mid and longer term positives, the valuation of our portfolio was not immune from a short term volatile moments in global markets during the quarter. As a result, our overall carry fund portfolio deeply shaded by 4% in the quarter, though declines in our portfolio marks were actually less than those of comparable public market industries and I should note that our public portfolio has already recovered a substantial amount of this value since October 1. These declines not surprisingly adversely affected our economic net income and produced an E&I loss of $128 million for the quarter. The quarterly declined is not however impacted the real strength and growth potential of our firm, does not impact our ability to raise new funds and does not impact our ability to invest these funds or our ability to produce attractive levels of DE going forward. And that is why we do not focus our energies on E&I on a quarter-to-quarter basis. Let me now drill down on a few issues which have been the focus of our energies. We realize proceeds of $3.7 billion for the quarter and $14 billion year-to-date consistent with our realization pace over the last four years, and we have a number of significant sales or liquidity events already announced that should close over the next few quarters including Freescale and Landmark Aviation, as well as a number of exits in the Asian funds. In fund raising we had another strong quarter hitting our hard cap on funds we closed and demonstrating strong progress on other funds. Specifically, we closed our seventh generation U.S. real estate fund hitting as mentioned earlier our hard cap at $4.2 billion. We closed our third Japan buyout fund at 119.5 billion yen or about $1 billion also hitting the hard cap. We closed our fourth European buyout fund at €3.75 billion its hard cap. We raised one U.S. and one European CLO together totaling almost $1 billion in assets and we continue to make progress towards our goals for our second mid market buyout fund, our second power fund and our first U.S. core plus real estate fund and our second Energy Mezzanine fund among other funds. As a result of this and earlier fund raising activity, we now have approximately $48 billion in carry fund dry powder which places us in a strong position to deliver an attractive level of future distributable earnings. Let me now address two matters of obvious interest of late to our unit holders, our energy capabilities and our common unit value. On energy, our exposure to energy investments made before the decline of oil prices is deminimus. To remind everyone, our incremental E&I downside risk for our energy legacy assets is limited to $8 million, which is obviously modest compared to the upside we see in having $12.3 billion of dry powder. Indeed, we believe that we are as well positioned to take advantage of low prices in the energy market has anyone of our private equity peers. To be specific, we currently have within our four energy teams approximately 65 investment professionals available to deploy that capital because we have been exceptionally well disciplined with our deployment we’re now in excellent position to invest opportunistically moving forward. Our four teams operating in equity and credit are employing differentiated strategies in various segments of the industry. In NGP we have poised a capitalized or new North American E&P and midstream investment opportunities with our recently raised $5.3 billion NGP 11 fund and now have over $6 billion in dry powder of NGP. Carlyle Power Partners, our first power fund is performing well and has recently moved in the cash carry. We are currently raising with clear success $1.5 billion for our second power fund. In international energy, we are deploying a $2.5 billion fund for energy investments outside North America. We have invested heavily in midstream assets and continue to see this as a promising part of the market. CMA our energy credit business house within our GMS business has so far raised over $2.4 billion in its latest vintage fund nearly all of which we have yet to deploy. In sum, we have a large and diversified energy platform whose existing investments are performing well indeed exceedingly well given the market and in a strong position to deploy a substantial dry powder. Let me close by making some comments on the markets view of our common units. Clearly we are disappointed with the current price of our units, consider of few facts comparing where Carlyle was today to where it was in the time of IPO in May of 2012. At the time of our IPO we have produced trailing 12 months pretax distributable earnings of approximately $2.37 per unit on pro forma basis. Today, our trailing 12 month distributable earnings is $3.26 per unit an increase of 38%. Fee related earnings have nearly doubled since our IPO, our trailing 12 months pretax FRE at the time of our IPO was approximately $0.39 per unit on a pro forma basis. Today, our trailing 12 months pretax FRE per unit is $0.69 per unit, an increase of 77%. Our firm is larger, more diverse and has greater earning potential then was the case in 2012. We have raised over $70 billion since the second quarter of 2012, introduced new funds strategies in energy, credit, real estate and private equity and have developed and recruited experience teams to invest these funds well into the future. Of course not every investment has gone as planned and not every business line has grown as initially hope but if everything works perfectly in a business that business is probably not taking the risk needed to build for the future. In our view, we have proven since going public and indeed over our 28 year history that we can raise new and follow-on funds, create new strategies, invest well, create value and produce attractive levels of cash for our limited partners and our public investors and to repeat what I said at the outset, producing these attractive levels of cash is the best way to measure our progress and our success. Assuming global markets remain relatively healthy, we believe we will continue to be able to produce for the foreseeable future, high levels of cash distributions for our investors and for our unit holders. With that let me turn it over Bill Conway. Bill?

Thank you, David. Last quarter we said that we were been in cautious with respect to new investments for a variety of reasons. High asset prices, uncertainty over China, the significant downturn in commodity and energy prices, the strong dollar and low growth. These trends remain largely intact during the third quarter and continued to persist today. Recent market turbulence has reaffirmed our view to cautious investment pace during the first half of the year was warranted. The widespread decline in assets during the third quarter revealed that today’s markets are extremely sensitive to risks. While these periods of volatility can create pockets of opportunity for us in order to do so we must focus on the factors that we can control, the businesses we buy, the prices we pay and the management teams we hire. Despite our caution we continued to find suitable opportunities for our fund investor. During the third quarter we invested close to $500 million on three companies in China focused on the logistics, technology, and consumer sectors. While the macro environment in China has slowed, certain sectors continue to grow rapidly and we are backing leading players in those sectors. For example, the IT, software and business services sectors are growing more than 30% annually and healthcare sector in China is growing about 13%. Overall the Chinese services sector grew 8.6% in the third quarter. We invested in two new companies in India, Metropolis Healthcare a leading chain of pathology laboratories and DEE Piping, an engineering firm that source the power and energy sectors. We made 16 new and 56 follow on investments in U.S. real estate assets totaling almost $400 million in equity and we invested in several mid-market companies including Coalfire Systems and cyber defense firm and Cap Vert Finance, a Paris-based firm that manages IT lifecycles for corporate users. In total, we invested $1.6 billion for the quarter and have invested $4.6 billion for the first nine months of the year down from $8.2 billion in the same period last year. Since June 30, we have announced or agreed to investments totaling if they close as we expect more than $4 billion in equity commitments. We expect these transaction to close during the balance of 2015 or early in 2016. The largest of these transactions is our investment in Veritas, an information management software provider for a total acquisition price of $8 billion. In the past and executing such a large transaction would have required us to partner with other private equity firms. Now we are able to move independently, thanks to improved scale and relationships with key fund investors. This autonomy combined with our expertise and corporate carve-outs allowed us act decisively in a complex situation that aligned well with our core strengths. In addition to Veritas and subsequent to the end of the third quarter, we have closed or announced several other transactions. Specifically we recently closed the acquisition of Novetta, a provider of advanced analytics services in the intelligence and defense industry. We agreed to acquire a global platform of leases and loans on corporate aircraft from GE to our portfolio company Global Jet Capital. We agreed to acquired Rhode Island State Energy Center, a large natural gas fired power plant. We agreed to take private Blyth Inc., a U.S. based home fragrance business and we agreed to invest approximately $300 million in several businesses in the financial institution sector including the launch of Athena, an innovative financing platform for fine arts. We also continue to fund opportunities in the real estate and energy sectors. Our access realized through both the public and private markets totaled $3.7 billion for the third quarter. These transactions included sales of publicly traded holdings in Axalta, Healthscope, and Central Pacific, access of our investments in Telecable, a Spanish cable TV company, ETC Group in East Africa, Cedar Bay a power plant in Florida and sales of almost $600 million in real estate assets. We continue to have positions in over 200 companies across corporate private equity, real assets and global market strategies. As David mentioned, the valuation of our carry portfolio fell about 4% during the third quarter of 2015. In total, the carry funds are up approximately 6% over the past year, not surprisingly to me at least there has been a wide variation across the segments with corporate private equity up 16% over the past year while real assets driven by commodity prices and global markets driven by commodity prices and credit markets were down 10% and 6% respectively over the past year. Rather than be troubled by these desperate valuation changes, we consider this diversification one of our core strengths. Turning to a few additional comments on our business segments. Our corporate private equity business remains the core strength of the firm and our funds continue to perform well in challenging markets. For example, our latest fully deployed U.S. buyout fund Carlyle Partners 5 is up 12% over the past year even after decline of 6% in the third quarter. Our third European buyout fund is up 26% over the past year even after a modest third quarter decline and our third Asia buyout fund is up 20% over the past year and was flat during the quarter. For the past three quarters, we've emphasized that we need and expect to see increasing contributions from business segments other than corporate private equity. This quarter, our real asset segments showed solid momentum. We had strong quarter in real assets with distributable earnings of $47 million, fund raising of almost $1 billion and realizations of slightly over $1 billion. Our U.S. real estate funds are performing very well with our fifth and sixth U.S. real estate funds up 34% over the past year. Our power fund recently generated its first cash carry distribution. Overall, we deployed approximately the same amount of capital in real assets as we did in corporate private equity. In global market strategies, we priced two CLOs totaling almost $1 billion in assets. We've now raised more than $2.4 billion for our nest Energy Mezzanine fund and we've started to raise our fourth distressed investing fund. Each of the three previous distressed funds is a top quartile performer and we've a strong team in the United States and a recently expanded team in Europe. Our significant hedge funds were down about 4% in the quarter and as previously reported, our credit hedge funds had redemption requests of $1.9 billion during the third quarter, which will be paid out over the next several quarters beginning in the fourth quarter. We believe that we're doing the right things to build our business for the long term selectively putting money to work, aggressively taking advantage of excess opportunities, taking good care of our fund investors and creating value for our unit holders. Let me now turn it over to Curt Buser.

Thank you, Bill. Our business continues to produce solid cash earnings and our long term outlook remains positive for our business. Our portfolio was in good shape and we had several large investments in staging for leader this year and in early 2016. Let's begin with fee related earnings. Fee related earnings of $57 million were $10 million greater than our second quarter and $5 million below the third quarter of 2014. The decrease from a year ago is due largely to a $17 million decrease in transaction fees. Catch-up management fees in the current quarter were approximately $34 million for the second quarter in a row, primarily driven from final fund closings in our Europe and Japan buyout funds and our latest vintage U.S. real estate fund as well as additional closings in our latest power funds. Catch-up management fees were approximately $9 million higher than a year ago. Lower hedge fund related assets and foreign exchange drove the management fee declines in global market strategies and solution, while strong fund raising contributed to the management fee growth in real assets. We continue to remain focused on managing our cost structure and this quarter reflects those efforts. Direct and indirect cash compensation of $164 million was down $11% compared to the third quarter of 2014 and is down 8% year-to-date, a change which in part reflects the downward adjustments we made to compensation accruals in the fourth quarter of last year. General and administrative expenses of $78 million were down $4 million from the year ago and $16 million from the second quarter of this year. The decrease from the second quarter reflects a lower level of external feeder fund cost as well as foreign exchange fluctuations. Fee earnings assets under management of $128 million was down from $130 million at the beginning of the quarter due principally to distributions in our funds and fund to fund vehicles if on invested equity. Foreign exchange had a nominal impact in the quarter, but still accounts for $4.5 million of the decrease in fee earning assets under management over the last 12 months. We have approximately $12.6 billion in new capital commitments that do not yet show up in fee earning assets under management, up from $11.5 billion in the prior quarter. About two thirds of this capital return on fees between now and early 2016 with the balance commencing largely as we deploy capital. As we mentioned last quarter, even though we have not turned on fees for these funds, we still expense fund raising cost upon each closing. This is just one example of how we invest in our business today to generate earnings opportunities in the future. Now turning to our business segments, corporate private equity had another solid quarter producing distributable earnings of $178 million up $61 million from $117 million in 2014, reflecting higher realized net performance fees as compared to a year ago. Fee related earnings in corporate private equity were $29 million, down $9 million from $38 million a year ago despite a $16 million decrease in transaction fees over the same period. Catch-up management fees were approximately $21 million in the current quarter, consistent with the same period a year ago. at this stage in our fund raising cycle, the vast majority of our significant corporate private equity funds have been raised and we expect catch-up management fees beginning the fourth quarter to slow from their current level. Compensation expense was $11 million below the third quarter of 2014 partially offsetting the effect of the lower transaction fees in the quarter. Global market strategies produced distributable earnings of $15 million in the quarter, down from $23 million in the third quarter of 2014. The decrease in the distributable earnings from last year primarily reflects an $8 million decline in fee related earnings. We expect GMS management fees to move higher in the next several quarters as we turn on fees from our new Energy Mezzanine and distressed funds and continue to raise additional capital to fund our fund expense to raise that capital. Our significant hedge funds remain below their high water marks and are not contributing any material accrued performance fees in 2015 through certain smaller niche strategies are performing better. We record a charge in our GAAP results to reduce our unamortized intangible assets related to our investment in Claren Road by $162 million, net of a reduction in related earn-out liabilities and before the related tax benefit. This charge is consistent with the range we estimated in our 8-K filing in August. Turning to real asses, a segment which we believe is well positioned for continued growth. Fee-related earnings increased to $20 million in the third quarter from $3 million a year ago due to higher management fees reflecting fund raising in our new U.S. real estate and power funds and generally flat compensation expense. Catch-up management fees were $30 million in the quarter largely driven by two funds. The final close of our seventh U.S. real estate fund and an incremental close on our new power fund compared to catch-up management fees of $4 million a year ago. Net realized performance fees increased to $32 million in the quarter as compared to $19 million a year ago. U.S. real estate continue to perform well and our first power fund generated its first realized carry this quarter. Investment solutions generated $3 million in distributable earnings in the quarter, lower than the $9 million generated in the third quarter of 2014. Management fees decreased $8 million in the quarter from a year ago due to the impact of foreign exchange and lower fee earning assets under management. One final comment on economic net income, which can change materially based on which day the quarter closes and which makes me scratch my head as to the utility of E&I as a valuation measure. For instance, as we close our books today rather than on September 30, E&I will be much higher given the significant improvement in our public portfolio and global equity valuations in the last four weeks. Yet there is no fundamental difference in the health of our business today versus September 30. Accordingly, we continue to believe that distributable earnings is the best way to measure our business since that metric reports the cash generated and available for distribution to our unit holders. With that let me turn it back to David for some closing comments.

In sum, we believe that we continue to demonstrate during the quarter that our global franchise is quite strong as evidenced by our ability to raise significant amounts of new capital to find attractive investments across many of our sectors and around the world and to exit our early investments at levels which produce appealing returns for both our fund investors and our unit holders. We remain optimistic about the firm's forged global franchise and our ability to continue to generate attractive returns for common unit holders. Now we're pleased to take your questions.

[Operator Instructions] Our first question comes from Brennan Hawken of UBS. Your line is open. Q – Brennan Hawken: Thanks and good morning. I actually just wanted to follow-up on some of David's comments on valuation. I agree it's pretty confusing, I am not completely sure I get it, but given that are you guys planning on making any changes to capital deployment, polices, are you looking at may be being opportunistic. I know that floating your stock is somewhat thin, but given how remarkably cheap the stock works maybe I thought that there might be a shift there.

Well, I think what you're referring to is some type of either stock buyback or some other type of change in our basic policy. I guess that’s what you are mean. We have looked at every possible options, but we continue to believe that the best thing we can do is produce very good distributable earnings for our investors, let people know about how cheap the stock is relatively speaking and in time we do suspect that the market will catch up with where we think it should be. We do not have any current plans to do a stock buyback. In our view our capital is best deployed in creating new funds for investors and for deploying our capital in our investment activities which was a principal investment activity as well. We do not plan on any imminent change or anything like that though we have obviously considered these things, but right now we are comfortable with where we are. I should also point out as you do, that our flow is relatively modest and if were to do a stock buyback that would reduce the flow and if anything exacerbate the problem that we already have, which is relatively modest flow. So we are currently quite pleased with where we are. We just think that the market should recognize the value of the franchise more than it does and the value of distributable earnings that we are producing.

Okay, thanks. I will requeue.

Thank you. Our next question comes from Ken Worthington of JPMorgan. Your line is open. Q – Unidentified Analyst: Hi, good morning. This is Amanda filling in for Ken. Can you expand your view on energy Carlyle has brought a tremendous amount of energy dry powder, how is the market shaping up for investments here given the current asset value should investors expect to see an accelerated investment pace for energy funds.

Bill

I will take that one. Well I think that for a long time Amanda there has been a disconnect between the buyers and sellers of energy properties, be the energy loans are excellent producing properties and I am really referring now not so much as the midstream in the refineries, but rather to the exploration part of the business. In that part of the business, I think people have either because of the four curves of energy prices or for whatever reason hope perhaps expectations of the prices we are going to bounce back of the energy and therefore they had some expectations that they are acreage or whatever was worth more than the market set it out to be worth. And so there was a good enough of time for which there weren’t have many energy transactions occurring. I think gradually now with the continued fall in energy prices and having stayed down for a while, I think buyers and sellers are getting closer together in terms of ability to find good transactions to do. I suspect we will be announcing some soon across the platform as prices are more in line with where we think they ought to be. I think its good time to have dry powder, but it’s not like we know whether or not energy prices are going to up or down. Obviously, if we don’t know prices were going to from 100 to 40, over the last 18 months everybody on the planet would be short energy and made a lot of money. And I didn’t think many people saw that coming. So we are not predicting where they are going to go, they feel low to me and to us because they are below the price at which sustainable development will occur and energy quanta would serve the demand on a long term basis, but that's not the prediction going up from here anytime soon. Q – Unidentified Analyst: Thank you. And can you also talk about fund raising potential in GMS. Where do you see the near term areas of opportunity?

Let me address that.

Go ahead David.

Thank you. On GMS we have number of products in the market now that are doing quite well and that we are very optimistic about. For example, our CSP fund, which is our distressed debt fund is in the market now and has a very good track record as Bill has mentioned upward in each of its previous three funds and so that is off I think for good start and we expect that will do quite well. Our Energy Mezzanine fund is also in GMS that has as I mentioned raised $2.4 billion already and we think there is still fair amount of interest in that fund. So those are two products in that GMS sector that we think are going to do quite well. We also are continuing to raise CLOs and as we noted we are the second largest I think CLO operator in the world at the moment and we continue to be quiet privileged in our ability to raise new funds there. So those are three areas in GMS where we are quite optimistic about our ability to raise funds in the future. Q – Unidentified Analyst: Thank you.

Thank you. Our next question comes from Michael Cyprys of Morgan Stanley. Your line is open.

Hi, good morning thanks for taking the question. I was just hoping you could just share an update on some of the new product initiatives at Carlyle such as the core plus, real estate, and some of the longer dated private equity fund structures. Just curious how much you raised so far in those sort of structures. How you're thinking about structuring them in terms of the economic to Carlyle and just more probably on those two structures in particular what sort of the expectation in terms of those kind of ramping from a fund raising and also deployment of expectation over the next Carlyle 12 months or so.

Let me address those two funds. As you know, we hadn't for many years an opportunistic real estate business that’s been quiet successful and we just closed our seventh opportunistic U.S. real estate fund. We have another product that's a core plus product designed to get slightly lower returns and therefore you might say slightly lower risk in the profile. That is now in the market, I would expect we will have a closing probably early next year for our first closing on that. It's going quiet well, we have a very large real estate team in the United States and part of that team is now focused on core plus. It's a very large market, I suspect core plus may be even a large market than opportunistic in the end because they are more products that you can buy with core plus type of return. So we are very optimistic that we can raise a target there that will be pretty attractive now. It's structured somewhat differently than our typical private equity kinds of funds, it’s more of an open ended type of vehicle and we’ll trade in NAV basis. But it's different and its similar to other core plus funds in the market. It's one that can continue to grow all the time. It does not really require a seriatim of fund raising. On Carlyle Global Partners, we haven’t really said what we have raised to today and I don’t think I am going to do that now. I would just say that, that is a product that I think has great potential for us, it’s a longer term investment we might hold on to assets anywhere from 5 to 10 or longer years. It’s one designed to get a current yield, as well as some capital appreciation. We are only talking to a limited number of investors, because we only want a limited number of investors in it and so far the progress has been quite good. I would expect we will have some announcement about the size of that fund probably in the next quarter or beyond, but we are quite happy with it. We have already made number of investments in that fund that's now being raised. And I would also add that we probably will do something new in the infrastructure area. We have a track record in infrastructure. We also like the energy infrastructure business than we might well do something new that area, but the key point I would like to convey is that we are always looking at new opportunities where we think we can get a pretty good rate of return for our investors. We can raise the funds and recruit a good team. So we have three new ones that I have just mentioned infrastructure is not yet in the market, but will be at some point next year. Core plus is in the market and our global fund is in the market and we continually looking for things like that, we think we can do a good job there. So those are just three of them.

Thanks. And since you mentioned infrastructure, let me just ask a follow up on that. Just curious how you are thinking about the economics and infrastructures that lower returns, lower fees, and just more broadly how do you think about the infrastructure opportunity. It's done well outside the U.S. but in the U.S. it has been a slow go.

There are different types of infrastructure funds in the market. Some are fee oriented when they are getting very low rates return. Some have a more modest carry and some have a full 20% carry. We do think that there is market for our full 20% carry but it depends on the type of assets you are pursuing. We haven’t decided yet fully how to structure that fund but I do think it's one where you can have a very global business. In another words, you can focus on the U.S. and you can focus on a Europe a bit, and that’s a pretty attractive market, emerging markets a little more complicated but I do think the market is pretty large and increasingly when I talk to investors about what we're doing, they say do you have an infrastructure fund, do you have an energy infrastructure fund. There is a lot of interest in it because a lot of the large institutional investors now have a category our infrastructure and they are looking to find people who can invest in the category for them.

Great. Thank you.

[Operator Instructions] Our next question comes from Robert Lee of KBW. Your line is open. Q – Robert lee: Thanks. Good morning. I guess I’m just kind of curious if I look at the - it's not a big contributor to DE or FRE but if I think on the solutions business I know there has been some FX impact but the last over the past year but you had fee paying AUM has been declining, the minimus contributor to FRE and DEVELOPMENT. So can you may be update us on kind of – that's a still big chunk of assets so can you may be update us on kind of your thoughts on that business, let me anything on the horizon of – size FX or that may be could start driving, higher contributions from that business. A – Curt Buser: Sure Robert, this is Curt. So you're right that the business has incurred some decreases and we pointed that out in terms of drops and fee in AUM, a lot of that has been from foreign exchange to the big piece of that’s really year nominated so that’s really what's kind of contributed there and that has direct impact on management fees. We were very excited as really in the secondary business that we will have a large secondary fund that – is over seen that will come online here next year believe that will continue to add value and then well - so number of smaller products that we are looking at but in the short term I think it will be probably 12 months or so before you will see an uptick in that space but we're excited about the secondary business. Q – Robert lee: Thanks for taking my question.

Thank you. Our next question comes from Craig Siegenthaler with Credit Suisse. Your line is open.

Hi, good morning guys. So fee earning AUM continues to trend lower cost of the company and I know there is a lot of puts and takes here but, do you think a lot of plan where the earning AUM can base the start to build here.

So the key thing to remember on fee earning AUM is, there is a $12.5 billion or $12.6 to be exact of AUM what we have not yet turned on. So it's excluded from the number. The other thing to keep in mind again is the $4.5 billion impact of foreign exchange which impacted as negatively over the last 12 months. So the way I was kind of thinking about is, we have actually increased the earning AUM when you factor in those two points over the last 12 months. And you’ll really then start to see that kick in, in really in Q1 as those fees will turn on but the other piece that come in the place here is really the rate at which we are able to exit and it's been a strong exit environment and don’t really see that changing. We have four years, we have been executing assets at $18 billion to $20 billion a year which has really been driving the very strong performance fees we’ve enjoyed. So those are the big things to think about I think over the long term you will see an increase in fee earning AUM. A – Bill Conway: And I would add that if we had a problem raising funds because our investors weren’t happy with what we are doing or our new products, you should be concerned about fee related AUM but the truth is our products are pretty well received that anything we are hitting caps are pretty consistently our fund raising. So I think our ability to generate new funds and relatively we have fees related to them is pretty good.

And Craig one last thing to keep in mind is in our legacy energy business, that's going to naturally just going run off so there is I think the numbers like $8 billion or so remaining fee earning AUM there and that's going to sell down. So that’s how the fees to keep in mind as you look at the total fees where look at the ongoing business.

Great. Very helpful.

Thank you. Our next question comes from Michael Kim of Sandler O'Neill. Your line is open.

Hi guys, good morning. So obviously the level and pace of fund raising remains quite strong but just given your evolving LP mix assuming commodities prices remain under pressure for an extended period of time, just curious to get your thoughts on how that sort of environment could potentially impact the fund raising trajectory over time specifically as it relates to maybe sovereign wealth funds?

Yes let me address that if I could. Sovereign wealth funds are increasingly an important investor for us and we are getting more money from sovereign wealth funds than historically we have done. But the sovereign wealth funds where we’re getting most of our money now are actually based in Asia. So we probably get about - of our sovereign wealth fund money probably about two-thirds is coming from Asia and about one third coming from the Middle East and that’s a percentage that we’re quite comfortable with because we think the Asian ones are not just in one country, they are across the Asian Continent and therefore we’re not dependent on anyone or two investors there. The Middle East has been very strong for us over the years and we haven’t honestly seen any diminution in their interest in alternative investments if anything it has increased because they recognize that given lower oil price they have to do something to get higher rates of return. And therefore some of the largest sovereign wealth funds in the Gulf are now actually quite bullish in their commitment to lease to us in funds that we’re presenting to them. So I’m not that worried about the Middle East, I do think in the end we will probably continue to raise a fair amount of money there but probably for the future I expect more great deal of more money will come from the sovereign wealth funds in Asia.

Great. Thanks for taking my question.

Thank you. Our next question comes from Mike Carrier of Bank of America. Your line is open. Q – Unidentified Analyst: Hi, thanks guys. This is [Mike Newman] [ph] for Mike Carrier. So another strong quarter for the cash distribution and just focusing on the private equity business and thinking about the cash generation from that business, say the next year versus last 12 months. As we look at the mix of season capital that has been roughly flat year-over-year, the incentive accruals down a bit guessing there has been some recoveries, markets rebound on the fourth quarter and just assuming an okay market backdrop where you can keep up the pace of secondary's. Is it fair to say that the next 12 months can look pretty similar to the last 12 months for the PE business distribution and if not could you give us some color on your private pipeline, thanks.

Okay. This is Bill, I will take that one. First of all, it's hard in our business and we really don’t make forecast about how much we might be able to distribute or how much our realizations are going to be over any particular period of time. Clearly, over some long period of time if we don’t put more money to work, we’re not going to have the distribution. So for example in the first nine months of this year, we only invested $4.6 billion and obviously we like to do more than that if we could find good deals to do at it. We’re not willing to lower our standards don’t feel any need to do so but I would like to invest more in first part of this year. However the amount still remaining as capital underground, I think is $57 billion. And if you think about our ability to be selling assets over a period of time and the type of turnover we have, I don’t know next year is going to be as much as this year or not but I think it will continue to be another pretty good year assuming markets are strong or at least remain roughly at where they are, they don’t have to get any stronger than this. Q – Unidentified Analyst: Okay, thanks.

Thank you. Our next question comes from Bill Katz of Citi. Your line is open.

Okay, thanks. Good morning everyone. I appreciate taking the question. I was hoping you answering part of some of your other Q&A, as we sit back and think about allocation and demand for the business obviously just address on the sovereign wealth fund, more broadly where you think we are in terms of the institutional allocation and then maybe an update on the retail strategy?

First on the indications that we have from our investors and from our overall data from the industry, is that investors are interested in increasing their allocation to private equity, not decreasing and in fact I would say about half of the investors who were surveyed have said that they would like to increase their allocation private equity, this is a frequent survey. So, I’m not that worried about the diminution in interest of anything. I think our problem is making sure we can accommodate the interest in the fund capacity we have. In terms of retail, let me just address the retail that we consider retail with respect to feeder funds. Feeder funds business is very strong for us and I believe it’s probably strong for some of our peers. Right now we have a number of products that are in line with the feeder funds to be launched in early next year. Some are already in the work. We think that high network individuals around the world and in United States are really interested in private equity kind of products and therefore we don’t see any diminishing interest in the that area right now. And so our focus is to really work closely with the feeder fund organizations that are often doing these kind of things and also work directly with some of the legislative investment organizations that are not quite as large as the largest people that do feeder funds for us but we have a pretty robust business there now and I expect will probably grow. Remember, we are focused on in our business on high net worth of credit investors. Our focus is not been on the non credit investors largely, so, it’s really on the high net worth investors who are credited whether we’d do something beyond that is not something we’re ready to talk about now.

Okay. Thank you very much.

Thank you. Our next question comes from Alex [indiscernible] of Goldman Sachs. Your line is open. Q –Unidentified Analyst: Great. Good morning, everybody. Question for you guys on the CLO market. You guys are obviously very big participator in that space. So just curious to see what you guys seen on the ground from both the fund raising perspective looking ahead, as well as just some of the underperformance of the underlying credits because the public have got a little bit tougher in that space but trying to see if there is any actual cracks in credit profiles you guys trying to see. Thanks.

I’d say no cracks clearly in the loan market. You’ve seen some price decreases in the day of loans that have been relatively small and we see this in the buyout business where the prices we pay, I think the markets are little choppier and I think spreads went out a little bit on the credit, it's not significantly yet but it is noticeable I would say. We have about 40 CLOs and I’d say that the CLO structure proved in the 2007, 2008, 2009 timeframe that it is enormously resilient. If you’re assuming you have a good manager, and assuming have a great diversification of credits, they are not mark-to-market type of vehicles and it designed to withstand lot of problems. So, I would say, I think in all that period of time, I think our lowest CLO under return of about 4% and virtually all the others are over double digit returns. So, it was a good business to see through that time frame. At various point in times in the market however, it becomes difficult to raise the CLO and that can be for one of really I'd say three reasons. One reason is, you can't get people who are willing to invest on the equity of the CLOs summaries. That's usually lesser our problem than it maybe other people, we can usually get the money to be raised for that although there are going to be coming in the next year or so significantly higher capital requirements on the CLO business that may cause that be a bigger problem for some people. The second problem can be can you raise the other part of the capital structure on the liability side of the CLO. The biggest part of those is usually the so called AAAs. They represent often times like 70% of the total size of the CLO. Their pricing is ranged from under 100 basis points over LIBOR 2 over 200 basis points of LIBOR. And just by the mathematics, when it gets up to the higher level there unless spreads on loans really blow out to a big extent, the CLO can’t make - that makes sense mathematically. And the third eliminating factor is, do you have the product in terms of the number of assets to put in the asset side of the CLO business. I'd say in the United States market today that's not a problem. You can get enough credits and enough size and quality with enough diversification to be able to raise CLO. In Europe generally it’s a little tougher to find enough credits of enough credit quality to raise CLOs there. The European market was a little slower to come back then the U.S. market after 2009 when we're able to get CLOs done in the U.S. where the - you can raise the equity, the spread in the AAAs made sense and you could get enough credits at the right price with the right diversifications scores to make those CLO work and it was tougher in Europe for may be an extra 12 to 18 months. Right now well it's always a fight to make - to make them to work, to raise the AAA at the right rates and get the equity and get the loans, I still think we can do it. You're right to point out though that in the recent month or so last month or so I think there has been some drop in the prices of loans which will have us so far at least relatively smaller impact on the business. A – David Rubenstein: One macro point to add what Bill just said, there are CLOs have a relatively low exposure to the energy assets. Q –Unidentified Analyst: Understood, great. Thanks so much for all the color there.

Thank you. Our next question comes from Glenn Schorr of Evercore ISI. Your line is open.

Thanks. So I heard your earlier comments and I think everyone appreciates the patience on the investing side but still it is there is investing at slower pace then you realize again like you said eventually that has the flip, so I’m curious on the third quarter specifically if it's just wasn't enough time, markets got the enough lot in know if the things have bounced back to quickly to put money the work and then energy specifically, where a long food chain is the most value and may be in what part of the capital structure? A – David Rubenstein: Well, okay well first of all, although the pace was only at the rate of about $1.5 billion per quarter in the first three quarters of the year on average, clearly it did pick up in the third quarter and it agreed to deal then actually get closed right away so it takes a while. So I would say the pace has picked up to some extent whether that’s a function of buyers and seller just being more reasonable with each other prices or whatever I don’t know, but it is certainly picked up the Veritas is an example of that, so is Novetta and some of the other deals that I mentioned in my prepared remarks. I think in the energy space there are two areas that strike me as particularly interesting now from going to work. One is in the energy lending space, Energy Mezzanine where we have a big team, we have our first fund is still marked above the cost despite what’s happened already to returned to lot of capital to our investors, although it's called Energy Mezzanine, a lot of the loans being done in that are actually senior loans. You’ve had a reduction in the so called reserve based loans that the banks make to energy producers, and I think that will create opportunities for our Energy Mezzanine fund. So I think energy lending could be a pretty interesting space. Now having said that, there were a lot of loans made to the energy business in the first half of 2015 when people thought the same thing, prices fell and those loans are well underwater fortunately we won't be busy then but we’re busy raising fund rather than putting money to work may be that’s with good thing for us. The other spot I would say that that strikes me is interesting today is power. We have made push through our infrastructure funds and our power funds into investing in power plans, most of this has been in gasified power plants in the United States scattered around among various number the grids. We think that the economics are pretty good. We’ve got some real operating talent that we have there and we have a business called good Genetics its able to take power plants and have them run better and more efficiently that’s had about 70 people. It’s a real asset for us so I like the power business as well and the energy space. I think also we're big player in the backend and refinery business and our refineries for long time this year was really benefiting from the increase in spreads, between the price of crude and the price of the refined products and that’s been a good business for us. So I think those businesses can get over priced from time-to-time but you can see the number of transactions for example that happened in the pipeline business in other places were. People don’t - sometimes the whole energy space gets beaten up. Everybody says I hate energy all energy get sold and sometimes the good is thrown up with bad. So you might find some opportunities there are as well.

Yes, I find the same thing and asked the management these days. Thanks a lot.

Also on the pace of the investing I would say, if you may be over simplified the model of it, we might invest roughly $10 billion a year and we might return roughly $20 billion here. So, it isn’t the same 20 that was related to that same 10, it just takes a few years for us to grow the value of that and it doesn’t work always that way and sometimes it works better than others. Clearly it's the case, if we were only investing at a pace of 6 billion rather than a pace of 10 billion that the distributions would have an issue, but I think we will find suitable investments for our investors. We've got 700 investment professionals around the world across the number of asset categories looking for good deals to do and I am confident we will find them over time.

Okay. Thanks very much.

[Operator Instructions] Our next question comes from Robert Lee of KBW. Your line is open. Q – Robert Lee: Great. Thanks for taking my follow-up question. I guess I was curious looking at the hedge front part of GMS, I mean clearly last couple of years I guess certainly been disappointment between performance and flows and I am just curious how your thoughts about building out those types of strategies may have changed in terms of whether its pursuing additional acquisitions and may be a little bit of kind of lessons learned from that how - if you want to grow that business adding new strategies or not anything at this point given your experience, have much interest in adding beyond what you have.

Well I would say, first of all, over the last year it hasn't been a couple of years, over the last year the performance of the hedge funds has been what we had hoped it to be in either our emerging market funds or in Claren Road. That capital in hedge front business is not sticky capital. It depends usually on performance. A year or year and a half ago in Claren Road, they were turning money away, then you get down and you have a couple of bad quarters and some people want their money back and that’s part of the model. You give them money back as best as you can when that happens. I would say that we are not planning on existing the business or anything like that. We can prove everything we can to help our hedge fronts be continuing business and be successful, but it’s not a business right now I feel like we are anxious to expand. Q – Robert Lee: Okay. Appreciate you taking my questions.

Thank you. I am showing no additional questions. I would like to turn the call back to Daniel Harris for closing remarks.

This is David Rubenstein. Let me just conclude by saying, I think this is our 15th earnings call that we had and all of them we tried it to be as honest as we could forthright. We try to answer your questions as best we could and obviously some people ask us questions afterwards. Clearly if you have additional questions please let us know. In everyone of our call's, we tried to say that we are a business which is focused on the distributable earnings and producing consistent distributable earnings for our investors over a period of time. We think we are pretty good at investing. We think we are pretty good at fund raising. We think we are pretty good overseeing for the assets and adding value and we think we are pretty good at delivering returns for our investors and our unit holders. We don’t have a message today that’s different than that. We just wanted to convey to you that we are able to do in this bad times or good times are pretty much what we always said we can do which is produced returns that we think are good for our investors and we don’t have anything exciting or to say other than we are pretty good what we think we are doing well and we are going to do it in the future and that’s what our focus really is, is distributable earnings and that’s how we think we should be best measured and we are quite happy with the distributable earnings that we announced this quarter. Dan?

Thank you everyone for your time and attention. As David mentioned, should you have any questions, please feel free to follow up with me and we look forward to speaking with you next quarter. Thank you.

Ladies and gentlemen, thank you for participating in today's conference. This does conclude today's program. You may all disconnect. Everyone have a great day.