Good day, ladies and gentlemen, and welcome to The Carlyle Group's Second Quarter 2014 Earnings Conference Call. [Operator Instructions] As a reminder, this conference call is being recorded. I would now like to turn the conference over to Daniel Harris, Head of Investor Relations. Please begin..

Thank you, Latoya. Good morning, and welcome to Carlyle's second quarter of 2014 earnings call. With me on the call today are our Co-Chief Executive Officers, Bill Conway and David Rubenstein; and our interim Chief Financial Officer, Curt Buser.

Earlier this morning, we issued a press release and earnings presentation with our second 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.

[Operator Instructions] Contact Investor Relations after the call with any 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 Factor 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..

Our first international energy fund, our second U.S. power fund, and NGP's XI fund. In the first half of 2014, because of the appeal of these 3 Energy funds and our seventh U.S.

opportunistic real estate fund, we have raised almost $4.4 billion in new equity capital for our Real Assets segment, which is actually more than we raised for any of our other segments during this period. Finally, let me address fundraising in some detail during the quarter.

The substantial capital raised during the quarter reflected 2 trends that we currently see in the fundraising market. First, while fundraising for the private equity industry is still below the record levels of 2007, fundraising levels have been consistently increasing every quarter.

And second, it should be pointed out that fundraising is increasing especially for the large diversified alternate investment firms. The largest, most diversified firms are raising an increasing percentage of the dollars now being invested in alternative strategies. We expect these 2 trends to continue.

During this quarter, $5.5 billion of the $7.4 billion in capital we raised was in our carry funds. This past quarter, we had a final closing of our second global financial services fund, and also closings on 9 other carry funds, as well as in our business development company.

We also saw net inflows into our hedge funds and into our Solutions business. We expect to have final closings during the third quarter on our fourth Asian buyout fund and our first international energy fund, with both funds expected to have closings at levels above our initial target sizes.

The initial -- the international energy fund will be the largest first fund raised in Carlyle's history. Finally, we closed 2 CLOs, one in Europe and one in the U.S. this quarter for a total of $1.2 billion. We also raised $400 million for a new commodities financing vehicle that is part of our Vermillion platform.

In sum, we had a successful fundraising quarter and we expect reasonably strong fundraising performance for the remainder of the year. Now, let me turn it over to Bill..

Ortho-Clinical Diagnostics, formerly a division of Johnson & Johnson; Signode Industrial Group, formerly a division of Illinois Tool Works; ADT CAPS, the Korea-based security business we acquired from ADT, which is the first deal in our new Asia buyout fund; Oyatsu, the Japan-based snack maker; Talent Partners, a firm that provides payroll and other services to the advertising industry; and investments in 2 Energy Mezzanine transactions, both related to the development of upstream oil and gas assets; and a number of real estate investments.

Looking forward, we announced a number of other investments during and right after the quarter, transactions which should close before the end of the year.

These include the acquisition of Traxys, a metal trading company, by our equity opportunities fund and our sub-Saharan Africa fund; the acquisition of Acosta, a full-service consumer packaged goods sales and marketing agency by our U.S.

buyout fund; the take private of SBI Mortgage; and the acquisition of Sunsho Pharmaceutical by our Japan buyout fund; and the acquisition with a European partner of Custom Sensors & Technologies from Schneider Electric, our first deal in our new Europe buyout fund, Carlyle Europe Partners IV.

The investment environment remains similar to that which I described last quarter, which is to say competitive and challenging. For large-scale buyout, almost on a global basis, equity valuations remain high, caused at least in part by the very low global interest rate environment.

That said, we do continue to find attractive investment opportunities selectively in the large buyout area, in the energy and real estate sectors, in small to midsize companies, in our hedge funds and in our business development company. Well, let me conclude with a few points about each of our segments.

Our Corporate Private Equity business is in great shape. It continues to be our largest business and contributed to earnings. We are raising large amounts of new commitments, creating value in our portfolio, taking advantage of opportunities to realize proceeds, and deploying capital in transactions we find attractive despite high market valuations.

Our performance fees are becoming more diversified in private equity, a trend we expect to continue as more of our funds move into cash carry. We continue to see opportunities to scale our Global Market Strategies segment. We continue to issue new CLOs.

Our hedge funds, which had flat to modestly higher performance in the quarter, saw new inflows, and our business development company continues to attract capital and invest in good yielding assets. Our GMS carry funds continue to perform exceptionally well.

Our Real Assets segment is in a position to be a larger positive contributor to our overall results for the reasons we discussed earlier. As the earnings release shows, our most recent U.S. real estate fund, Carlyle Realty Partners VI, has a 1.5x MOIC, which is a strong performance for a young fund.

Carlyle Realty VI is in accrued carry and could soon be in position to produce cash carry. Overall, our U.S. real estate business has been investing approximately $700 million per year, a trend we think can continue if not grow.

Our Solutions segment is successfully integrating Metropolitan Real Estate and diversified global asset management alongside AlpInvest. Solutions launched several new products in the first half of the year and is becoming a larger contributor to fee-related earnings.

In conclusion, I am pleased with our investment performance and results for the quarter and first half. Going forward, we expect that interest rates will remain low, debt financing will be abundant and that asset prices will mean high.

Under these conditions, we will continue to aggressively realize gains in our portfolio and be selective on new deals. If we are wrong in our expectations, I believe our portfolio of companies are generally well positioned to withstand tougher capital market conditions.

Let me now turn it over to Curt Buser, who has been with Carlyle for 10 years, and who assumed the role of interim CFO during the second quarter.

Curt?.

Applus, CommScope, Sermeta, Moncler and Numericable. As we have discussed previously, we generally defer taking carry on funds that recently move into a carry position until certain internal criteria met to minimize potential claw-back.

Consistent with this approach, we took less carry on the Europe III assets than otherwise allowed under the partnership agreement to manage potential claw-back exposure. Specifically, we took approximately 10% on the transaction gains for the 3 of 5 exits we did take carry on this quarter.

By the end of Europe III's fund cycle, assuming continued strong performance of the fund, Carlyle will have received or realized a full 20% carry rate.

Realized investment income is the final component of distributable earnings, and Carlyle generated $12 million in realized investment income this quarter, including a $17 million pretax gain on a European real estate investment.

The tax associated with this real estate gain is approximately $7 million, which increased our tax provision in the quarter. Shifting to economic net income. Pretax ENI was $318 million in the quarter and $1.4 billion over the last year. The 5% carry fund appreciation helped drive approximately $262 million in net performance fees in the quarter.

These strong performance fees and solid fee-related earnings were partially offset by unrealized investment losses, primarily related to Urbplan and certain other European real estate investments, which may persist throughout the remainder of 2014 due to the expectation for continuing Urbplan losses.

In addition, our European real estate business continues to contribute to our unrealized investment losses as we continue to work through the challenges in this portfolio. The tax provision on economic net income was $80 million -- $81 million in the second quarter, which was higher than our recent trend.

The reason for this -- the reason for the higher tax provision outside the $7 million in tax I mentioned earlier relating to the real estate investment income is there was a larger component of ENI from the Solutions segment, which pays corporate taxes.

Post-IPO equity-based compensation is included in ENI, and it increased to $20 million from $14 million last quarter and $5 million in the fourth quarter of 2013, largely driven by the $170 million in equity compensation granted in February of this year.

Looking forward, in the event that Carlyle grants additional equity awards in connection with new hires, or pursuant to annual grants in early 2015, we would expect another increase in equity compensation expense. As we have said throughout this call, this was a solid quarter for Carlyle.

And the metrics that underpin our business point to continued strength going forward. With that, let me turn it back over to David for some closing remarks..

Thank you, Curt. As we have just tried to convey, Carlyle had an excellent quarter in all of our key metrics. We are especially pleased that our focus of late in Europe has shown strong results in producing new investments and enhancing the value of existing longer-term investments.

Of course, we recognize that a strong quarter's results in Europe, and overall, does not guarantee strong results every quarter. But we are pleased with the second quarter's results and believe preliminary signs for our fundraising and investment activity in the future are looking positive as well. Now, we would be pleased to take your questions..

[Operator Instructions] And the first question comes from Michael Kim of Sandler O'Neill..

So it seems like U.S.

buyout and your hedge fund businesses have really driven an outsized proportion of performance fees more recently, so I was just thinking, looking forward as the real estate and Asian and European buyout platforms increasingly come online, just wondering if you could talk about sort of the potential trajectory in terms of carry and/or distributable earnings as you look forward..

Okay, this is Bill. Let me -- first of all, a little bit of the premise isn't quite right. I would say that in the most recent quarter, the performance fees were driven by the 2 big U.S. buyout funds and by the European buyout fund, with the 2 U.S. funds contributing more than half of all the performance fees. I would say that, that trend in U.S.

buyout has actually been in existence for quite a while. Although the U.S. buyout funds seem to becoming less important than they were, still big and the biggest, but not as the -- high a percentage. The hedge fund performance fees, we tend to book those in the -- we do book those in the fourth quarter.

So once we know what the results for the year are, we're then able to calculate the hedge fund performance fee and realize that performance fee. Obviously, we're accruing based upon the results earlier in the year, but it's not until the fourth quarter that we really know what those performance fees are going to be. Last year, they were strong.

This year -- we're only halfway through the year. We'll have to see what they turn out to be for the year as a whole.

Going forward, one of our goals is to make sure that we get more and more of our funds into carry, both from the Corporate Private Equity segment, where we want to move funds like our equity opportunities fund, our Energy Mezzanine fund, both of our Asia buyout funds -- to the extent they aren't into cash carry and more and more of that.

Hard to comment on a trajectory going forward other than I'm fairly hopeful for more of the same in the Corporate Private Equity business.

Now, in the Real Assets business and in the GMS Business, the GMS Business is actually down from the last year, but I consider that really just episodic in nature, it's kind of thing that last year's second quarter had some fund closings and had some significant gains in our distress business that didn't repeat in this year's second quarter.

I look at the GMS business over the last couple of years going from making $20 million to making a couple of hundred million dollars a year. So I see it in -- through the lens of that type of long-term performance, and our goal is, obviously, to continue that going forward.

I think the big opportunity, frankly, is in the Real Assets business, where real estate businesses other than our U.S. Real Estate business have struggled and we're working to improve that performance dramatically. And then, as David mentioned in his remarks, we're building the energy segment.

It's already a great segment, but if you take our Energy Mezzanine business, NGP, our power business, our international energy business and the residue of Riverstone, and it's a great business. And there, we have -- a lot of those funds are beginning to get raised.

As David mentioned, our international energy fund will be the largest first fund we've ever had..

The next question is from Ken Worthington of JPMorgan..

First, on NGP X.

I don't think you were in a position to share metrics last quarter, but given the purchase of carry, would you share MOIC and IRR information for the fund now? And then were there any restrictions in the timing of the exercise of your option? My assumption is you try to exercise the option as close to the fund going into cash carry as possible, unless there were some restriction.

So I'm trying to figure out, if the exercise of the option, means we should be expecting some cash carry shortly?.

Ken, this is Curt Buser, thanks for your question. We're very excited about the opportunity with NGP, and just to kind of recap where we are, we currently have a 47.5% management fee interest in NGP for all their funds. We exercised our options to acquire 40% of the Fund X carry and all future NGP funds.

At the completion of NGP's investment period, we'll actually acquire an additional 7.5% stake in management fees from NGP, giving us a total of 55% of their management fee revenues. In July 1, that was really the key date for exercising NGP X. By the end of June, we exercised NGP XI. We're very excited about our relationship.

NGP's historical performance has been very good. We don't like to comment upon future performance, but we would expect the future performance hopefully to be in line with what they have done to date..

Yes, this is, Bill. I would just add that NGP I through IX all earned carry, and for somebody to put 9 funds in a row into carry, I think, that is a spectacular performance, and it's a performance we expect to continue on X and XI..

Okay. In terms of expenses, you had both [indiscernible] leave and Mike came on board this quarter, potentially creating some noise in compensation for either 2Q or 3Q.

Any extent you can tell us if compensation or the run rate was a little high or a little low in 2Q given those dynamics?.

So as I said in my script, Ken, we were about $6 million higher than in Q1, but really, it had nothing to do with either of those factors. And I don't believe that those factors will have a material impact on our quarterly compensation..

Perfect. And then lastly, Carlyle has a number of investments made in conjunction with other private equity firms.

In these situations, how do you think about the timing of an exit? Do you prefer to exit together? Do you prefer to go it alone? I'm sure it's situation-specific, but at this point, you've got a number of investments that seem right for harvesting where you're in it with 1 to 2 other sponsors. Some color about exits would be great..

Okay, Ken, I would say that generally, you go into a buyout deal and at the front end, hopefully, you and your partner are aligned, and you have the same vision for what's going to happen and what you're going to do in a certain situation. And of course, the first thing that happens is what you expect doesn't occur.

And hopefully, the partnership is strong through that process. Usually, in our deals, we agree for some period of time that we're going to stay in sync with our partner. And then after some period of time, we can go our separate ways.

Obviously, nobody really likes kind of a rush to the exit or a rush for -- even for the entrance, because it can really skew things and hurt your limited partners. We've never been a firm, by the way, Ken, that likes to distribute even marketable securities to our LPs. Generally, they don't want them.

And also that can also lead [ph] kind of for a very unruly market situation. I would say that generally, we want to stay in sync with our partners.

For example, last week, when we took Healthscope public in Australia, we and TPG sold equal amounts of the stock, we were very much in sync in that secondary -- in that primary offering, that Initial Public Offering. I'd say that is more typical.

Later on, in some deals, particularly if you've got more than one partner, you can occasionally have a situation where there's some majority rules that are in effect that 3 out of the 5 or some number can determine what the partners are going to do. But even that tends to fall away, and people are not required to sell together or anything else.

They can go their own separate way if they have different views of value..

[Operator Instructions] And the next question comes from Brian Bedell of Deutsche Bank..

Just if you can -- sort of you can just touch on the CEP III dynamics for the carry -- like you said you took 10% of the gains, just given the variance to the internal benchmarks that you mentioned, should we be expecting that to move up to a higher catch-up rate going forward? And then, just on fundraising, I asked this on the first quarter as well, you're tracking further ahead of your $15 billion to $20 billion annual target on the fundraising side.

Should we expect that to pull back in? Or are you definitively sort of ahead of the $20 billion mark?.

Brian, I will take the first part of that, and David will answer on the fundraising. So with respect to Carlyle Europe Partners III, there were 5 exits in the quarter. We took carry on 3 of those, and again, that's 10%. We did that really -- as funds that initially move into carry, we want to be very careful about managing our claw-back exposure.

So really, what we do is we look at a number of factors. We first obviously have to have an underlying deal that are -- an exit from a profitable transaction.

And make sure we return the cost to our limited partner investors and make sure they've been reimbursed, and make sure that the funds' cumulative returns are exceeding the preferred return or hurdle rate. And we have to really look at kind of the amounts that we've paid back to date and their respective embedded gain in the fund.

That fund is at about a 12% net IRR versus a hurdle rate of about 8%, so it made sense to take carry at this stage. And as I said on my script, over the life of this fund, assuming things work out well, in total, of taking a 20% carry..

On fundraising, fundraising for the entire industry is up for the first half of 2014 compared to 2013. It's up about 4% or so, and 2013 was up over 2012.

Assuming global macroeconomic factors continue to be roughly what they seem to be now and what most people project [ph], it would appear that fundraising probably will continue to be fairly robust for the remainder of 2014. You are correct that our numbers appear to be higher than we once thought they would be.

We are a little nervous about saying that you can extrapolate the first 6 months to the second 6 months and add the 2 up and will be higher than we were projecting. We don't want anybody to think we were below expectations, and so we don't want expectations to get too high.

But we're very comfortable that our fundraising products in the market are quite attractive to investors, and we don't think that there's going to be any diminution in fundraising generally around the world and in our own products. So we're quite comfortable with where we are, but we don't want to have anybody raise expectations unduly.

Is that carefully stated enough?.

Yes, that makes complete sense..

The next question is from Craig Siegenthaler of Crédit Suisse..

Given that you will receive 40% of future carry in NGP Fund X, I believe you're also fundraising for the new agricultural fund.

So maybe you can talk about the investing opportunities you see across the agricultural and energy verticals here? And I know you also attack energy from several different points, including both PE and Mezz, maybe you can talk about how your effort here is really differentiated from some of your large competitors?.

So the Energy business, we are very excited about that business. And it's an area where we think we can put enormous amounts to work throughout the whole energy stream and up and down the capital structure of the businesses in which we invest.

By some measures, the amount of additional capital that the energy businesses in the United States alone need the raise are just staggering numbers. It begins with a T instead of a B in terms of the sheer size of the investment required for the energy businesses in the U.S. and around the world.

I think we are differentiated because we have a number of pieces and our success will be determined by our extent to knit them together a bit. In the U.S.

business, which is frankly the best place to be in this business, they don't change the rules on you too much, and you know what the laws are, both the environmental laws and the tax laws and the like. We -- NGP is a great business. I mentioned about it going into carry on its first 9 funds.

The International Energy business, we've got a great leader there. We've done business with him for more than 10 years, very high expectations and hopes there. In Energy Mezz, which is primarily focused on the United States, that's the lending business. But it can really move up and down the capital structure.

It's called the Energy Mezzanine, but most of its deals have actually been senior loans, kind of an example of the banks being intermediated or intermediating themselves, frankly, by not pursuing that particular business.

And then of course, we have the power business and the United States is making an enormous conversion from coal, and to some extent, nuclear, to natural gas.

David?.

NGP raised an agribusiness fund, as you point out, and it closed above what they thought they would raise. They raised about $400 billion -- $400 million -- $402 million. It's hard to say that there is any one area in the world where there aren't enough private equity funds, but agribusiness might be one of them.

It's not a business where there are very many private equity funds to be honest. And just think about this, there are 7 billion people on the face of the earth today. When I was born, 2.5 billion people. Now there's 7 billion, but there is half the arable land.

So the amount of land available for agricultural product harvesting is reduced, and the demand, particularly among emerging markets for food supplies, is much greater. As the emerging markets emerge and become wealthier as they all obviously are in China, in India, Sub-Saharan Africa, the demand for Western-type food is increasing dramatically.

So we think that, that is one of the great growth areas in private equity world, agribusiness, and NGP is out with a very good fund in that area and have a very good person running it..

The next question is from Mike Carrier of Bank of America..

I think when we look at the private equity business, that business, it's running well and it's relatively easy to look at the outlook.

I think when I look at the global market strategies, Real Assets, the Solutions, based on some of the acquisitions, and then the interest that you're buying up, just trying to understand if you can provide any insight when we think about maybe next year, whether it's the amount of the assets that could be generating carry? Just trying to get some color on the dynamics on over the next couple of years, those other 3 segments, what's the potential on the performance fee side?.

Obviously, we don't give guidance as you know for what we think our financial performance might be next quarter or next year. We wouldn't be spending the time and money we're spending to try and build those businesses if we didn't think we could make them successful.

How successful they'll be will be determined by our execution and I have confidence in our ability to do that, and hope that over time, our Private Equity business grows and yet its share of our business goes down..

The next question is from Brennan Hawken of UBS..

So even though deployment picked up this quarter, it remains low looking at it, especially vis-à-vis dry powder.

So maybe some thoughts and comments on how you guys are thinking about investment opportunities? And if there's any difference in how you're approaching different geographies or asset classes, any color on that front?.

Well, I could give you a lot of color on that front. First of all, I think our investment pace has been pretty good, particularly in the United States. As you know, we did Signode and Ortho-Clinical. We did Vogue, we did ADT, which is part U.S., part Asia, and then we announced yesterday or the day before, Acosta.

Those businesses will be between $4 billion, $4.5 billion of equity in those businesses that haven't been invested, which is a lot more I think than most other people. I'd say the prices we are paying are not cheap, but we continue to think we can earn very attractive IRRs for our fund investors.

And so the United States is a very good place in which to invest. No question that the low interest rates and the abundant amount of credit have raised valuations. If you do some simple analysis on what the impact would be of financing at one rate compared to financing at a rate 200 or 300 basis points lower, the numbers can be staggering.

An extra 15% or 20% of a purchase price can be paid and earn the same IRR under those set up assumptions. I think it would be fair to say that the current world is a world of United States economy adding about 200,000 jobs a month, growing about 2% a year, very cheap credit and abundant.

Federal Reserve's saying we're going to keep it that way and high asset prices that have been moving higher. In my view, I don't think that anything is going to happen to change that. I don't see the catalyst in the United States or in China or even the X Factor that's going to cause that to change. I know it will change eventually.

For now, we're taking advantage of it. But I think that type -- that view of the world is likely to continue.

If you then say, well, around the world, what's going on? Europe is about -- Europe and Japan are both priced about 20% lower than the United States, at least, in their public markets, which translates pretty closely to what's going on in the private markets as well. And I would say that is too big a discount.

I think that the relative -- I know they are going to grow a less slowly -- more slowly than America, and I think they have other issues, in Europe particularly. But those discounts versus prices in America make it worthwhile taking a hard look at investments in Europe and in Japan. And then of course, Asia is part of the fast-growing global markets.

So I think that I'm satisfied with our investment pace to date. No question that prices are high, but I feel satisfied with the investment pace..

I would just add 2 things that have changed over the last, let's say, 5 to 10 years in the private equity world that we're now seeing. Number one, there's greater acceptability by potential sellers of private equity as a source of capital. It used to be in Europe or Japan, people thought that private equity people were not really appropriate buyers.

But I think that's really changed, and therefore, there is more opportunities that we're seeing in Europe and Japan than we were years ago, and that's an important factor. Also, secondary buyouts have had their ups and downs in terms of the way people look at them.

But the results of secondary buyouts have been pretty robust for investors in recent years. And I think, therefore, you're likely to see more secondary buyouts.

And while we haven't done as many of them as we have done carve-outs, we do recognize that you can make a fair amount of money if you have a very good management approach and a very good -- and a plan when you're buying a secondary buyout, and therefore, I think you're going to see a fair number of those continue as well in Europe and the United States..

The next question is from Ann Dai of KBW..

I'm calling in for Rob Lee. I just want to go back to Real Assets quickly.

As we're starting to see performance turn to the corner a bit, I was wondering if you guys could provide some color on what proportion of that improvement in returns is due to general market conditions, as opposed to improvement of fundamentals at the portfolio companies? And are there any examples you can provide there?.

Or our skill set, you forgot that..

And the skill set..

Okay. [indiscernible].

Well, I distinguish Real Assets are the big -- it's a big business for us. It goes from real estate all over the world through the various parts of the energy platform. In Real Assets, it's interesting. We continue -- we've continued for the last 4 or 5 years to kind of invest at the same pace.

We haven't changed our underwriting standards or return expectations. So it doesn't strike me that it's either of the factors that you cited or maybe it's all of them combined. In global real estate, it's been a tough business for us and we're fixing it. In energy, each of the energy businesses is a little bit different, frankly.

In Energy Mezzanine, which is a fund that we hope to move into carry in the next year or so, there, there just is enormous opportunity because the banks, particularly the foreign banks that used to finance energy projects in the United States or around the world, have withdrawn a lot from that business, and it's been a void into which we've moved.

NGP, they've done a great job in good markets and bad markets. Energy prices up or down, crises around the world, frac-ing or prefrac-ing, they've just done a wonderful job, and I think that, I would say there that is the skill set perhaps in that case..

Okay, appreciate the color.

And quickly moving to your comments on the opportunities to scale GMS further, do you guys see that happening through acquisitions and lift outs? Or is it your intention to grow it more organically, raise larger funds, upside some funds there? I'm just trying to get a sense of what you see driving growth and providing some leverage within that business?.

The organizations or the parts of GMS that we have today, we think, are in pretty good shape, and we expect to see a fair amount of organic growth. We're quite happy with the performance of most of the things we have in GMS. A couple of things could grow a little bit faster than maybe they currently are and we're working on that.

We're pretty happy with where things are there. But we do get opportunities all the time that people present to us because the things that have gone on our platform from an acquisition have done pretty well, and a lot of people like working in our firm or I guess heard good things about it.

And therefore, we do see a lot of opportunities and I wouldn't be surprised if we made some other acquisitions at some point or made some new businesses there.

Very often, we're looking at starting businesses really by putting a team together that might not have a large amount of capital under management now, but will be after they get on our platform. So we are opportunistic, we haven't precluded anything, but I suspect we'll probably have a little of everything.

Growth of some of our existing things, some startups that we'll kind of fund and then some acquisitions of things that have some assets under management already..

The next question is from Glenn Schorr of ISI..

Maybe just a bit backwards before forwards, I appreciate the comments on the growth outlook for GMS.

In the -- just looking at the previous period whether it be the quarter or the last 12 months, just ENI and some of the drivers are down, and I'm just trying to separate, is that just a function of low rates, tight spreads, less opportunity? I'm just trying to get at what you think is the main headwinds in GMS? Because I'm a believer in the growth drivers you just mentioned..

This is Bill, but Curt may fill in after me. I'd say that the rates and lack of volatility can, over time, affect the hedge funds, which is a big part of the GMS business. And the whole hedge fund industry for the last couple of years has had a tough time. Our funds have done pretty well.

But there's no question that when you have interest rates at 0 and no volatility, it's hard for hedge funds to make money. Returning to kind of some of the other questions we're talking about, if you thought about what we're doing there, in the CLO business, we continue to issue a couple of CLOs quarterly.

And some of them are kind of replacing CLOs that are running off that we issued 5 or 6 or 7 years ago. Some of it is expanding the size of the business. We built the BDC really from scratch. 1.5 years or so, it had no assets. Now it's got over $1 billion in assets.

CEMOF was a business we started and built from scratch, which is also in the GMS business as well. Today, it's got over $1 billion in loans outstanding or assets outstanding are roughly in that range.

I think that the fact that it's down versus a year ago is really, as I try to say in my remarks, a function of a couple of things that happened a year ago. I know we had big gains on a couple of deals in our distressed business, and they did not recur in the second quarter of 2014. They did occur in 2013.

And then I think Curt mentioned the fact that we had some fund closings in -- and people say, what does it mean that there is a fund closing? Why is there some more management fees that comes in? Well suppose you have a fund closing and there's $300 million committed and everybody commits to pay a fee of 1%.

Well, then when you have -- and those people pay, well, then when you have a subsequent closing, the people who close on the subsequent closing usually go back and pay fees to Day 1. So you have a real catch up on the management fee. And that's what tends to happen in some of our businesses. It's been throughout our discussion today..

And that's what happened in 2013 with our Energy Mezzanine fund as well as with one of our Carlyle Strategic Partners III of our distress funds..

Okay, I think I got all that. Maybe just one quick follow-up on the regulatory side, I personally don't see that many big inquiries on anything to be super scared about, but there does seem to be more inquiries, more suits.

I'm just curious on how you can categorize it? Maybe in the context of should we expect a pickup in regulatory-related expenses? Any color would be great. I know it's a touchy subject to comment on..

Well, let me let Curt deal with the expense issue, but we obviously recognize that there are people in regulatory positions that do raise questions from time to time about certain things in the industry, but we don't really see any ongoing problem that we have to worry about.

Obviously, the government can always come in and ask questions, but we have a regular dialogue with the SEC, for example, as other firms that are registered with the SEC do. And we don't anticipate any problems there of any note or anything worth commenting on now.

We don't think that Congress is likely to do anything in the near future that is going to adversely affect private equity as opposed to anything else in the society.

So we don't have any real concerns in this area right now that I think are worth noting, but Curt, on the expense issue?.

I mean, I would just say, David, I would echo your comments, we are pleased with our compliance efforts to date. We need to invest in both people and systems to support compliance, regulatory and reporting matters, and we'll continue to do that to make sure that not only we're keeping pace, but hopefully, we're really kind of exceeding expectations..

The next question is from Marc Irizarry of Goldman Sachs..

David, can you talk about fundraising and in particular, I guess there is a sort of a different economics between raising funds internally versus maybe having to go external? Can you -- as you look at the mix of fundraising, what you're in the market with today and going forward? As you shift maybe to more high net worth or global clients, is that sort of what's impacting the internal versus the external? And do asset classes maybe play into that as well?.

Well, first, most of the money we are raising is being raised by our internal fundraising group. We've got about 85 people in that group. Not everyone is a fundraiser, but in the whole group, people do various functions for the group, about 85 people or so. And most of the money we raise comes from our internal fundraises.

However, we don't have the capacity, nor does any organization like ours, to do retail investing in-house, really. So we do rely on external people from time to time. And sometimes, they charge higher upfront fees than we would prefer. Your own organization is pretty good at that as well.

And we'd all wish that they would lower their fees, but they don't seem to be lowering them. So for the time being, I expect the market will be that we will probably pay some fees.

However, one point that is very important to note, when we raise money today from large institutional investors, very often they would like co-investment, very often they would like ancillary services, all kinds of conferences and other things that we might provide for them and information and all kinds of other things that costs money for us to do.

We don't usually have the same thing from retail investors. So while you might pay an upfront fee that might be higher, we don't usually have the same co-investment requirements, and co-investment, obviously, is something we're giving away more or less for free. So we usually don't have those kinds of things with the retail investors so far.

And therefore, we're quite attracted to retail investors, even though the upfront costs might appear to be higher at the outset, over a longer period of time, it probably will be cheaper for us to raise money that way.

But we'll have a mix, and I suspect other firms like ours will have a mix, probably though, for the foreseeable future, the vast bulk of the money we're going to raise is going to still come from our internally generated fundraiser team..

The next question is from Patrick Davitt of Autonomous..

Could you, and I apologize if you said this at the beginning of the call, I wasn't on, but could you give us a little bit more color on how the portfolio of companies are performing from a revenue and EBITDA standpoint, maybe globally, and by industry?.

How long do you have? I would say this, remember, we own about 200 portfolio companies around the world. And we have very good data that we're able to track from those portfolio companies and compare it and analyze it versus what's coming out in the public estimates of industry performances and economic performances.

Generally, I'd say in the last few months, that's been maybe a little weaker than the trend line had been. But I say that in the context of when the United States reported a decline of 2.9% in the GDP in the first quarter, we just thought that number was flat out wrong.

I'm sure it was the correct number, but it really did not reflect what was going on in the economy as we saw it. I think that the United States still continues to grow. Europe is growing about 1%, Japan maybe a little better than that. As I mentioned, the U.S.

economy continues to chug along, and any month to month, it's almost really noise in the data before you can really say that you've got long-term trends in what's going on. I do think that the economic situation that exists now is going to persist for a while, because I think the central banks have such power over what's going on.

They have suppressed volatility and they've made money abundant and cheap..

The next question is from William Katz of Citi..

First, rising allocations; second share gains.

Within the allocations, where is the incremental interest coming from? And then secondly, is there any particular asset class or segment that you're seeing greater allocations to?.

First, let me give you some numbers. Historically, Carlyle gets about 30% of our money from public pension funds in the United States. In this last quarter, we got about 20% of our money there. So in other words, the U.S. public pension funds, last quarter at least, were less significant for us.

And where is the increase occurring? Well, it's incurring -- occurring from sovereign wealth funds. Historically, we raised about 14% of our money from sovereign wealth funds. The last quarter, about 25% of our money came from sovereign wealth funds. So that's a big area of pick up. We're also seeing some pick up in fund-to-funds.

Historically, we get about 17% of our money from fund-to-funds -- various fund-to-funds around the world. Last quarter, we got about 23% from that source. So, I'd say you're seeing more fund-to-funds activity, you're seeing more sovereign wealth activity. And we are seeing a pickup from high net worth.

We didn't particularly see it last quarter, but we were seeing it -- or previous quarters in high net worth. So I would say the 2 biggest trends that I think are worth noting are more and more high net worth individuals.

You can call them retail, you can call them high net worth, whatever you might use as the nomenclature, more and more of them are coming in either through feeder funds or other ways into alternate investments. And secondly, the growth of the sovereign wealth funds is hard to overstate. They just have so much money and they don't pay it out. Unlike U.S.

public pension funds, which are paying out money to pensioners, sovereign wealth funds typically don't need to do that, and so because oil prices have been high for 10 years plus, because the Chinese economy and Southeast Asian economies have been high and attractive for a while, these Southeast Asian and Chinese sovereign wealth funds and the Middle East sovereign wealth funds are doing quite well and have a fair amount of cash.

In terms of the things that they're looking for, everybody is looking for something that somebody else doesn't have. In other words, they all want something that's fresh, different, unusual. They're more willing to be first in the line than last in the line.

It used to be a lot of the large investors said call me at the end of the -- when you finally got the fund ready to close and I will come in and take a look at it and let you know what I think. Now a lot of them want to be at the beginning with sometimes special terms.

Historically, all investors in the funds paid the same terms whenever you came in and whatever your size was. Now the world has changed. If you're bigger, you get a discount. Typically, you come in earlier, you get a discount.

And so a lot of the sovereign wealth funds or other large investors now want to come in earlier, get a discount and willing to pay in size. Last, high rates of return are less important to some investors than the steadiness of rates of return.

So getting 30%, 25% rates of return is honestly less appealing to people now than having a steady, steady, let's say, 12%, 14%, 15% rate of return over a longer period of time. So we're seeing more and more demand for more steady products and a lot of current income kind of products, too. So that's a big change from years ago..

There are no further questions at this time. I'll turn the call back over to Daniel for closing remarks..

Thank you for your participation today. Please contact Investor Relations with any further questions you may have, and we certainly look forward to speaking with you again next quarter..

Ladies and gentlemen, this concludes today's conference. You may now disconnect. Good day..