In re Carlyle Investment

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
INVESTMENT ADVISERS ACT OF 1940  
Release No. 6816 / January 13, 2025 
ADMINISTRATIVE PROCEEDING  
File No. 3-22403 
In the Matter of 
   
Carlyle Investment 
Management L.L.C., 
Carlyle Global Credit 
Investment Management 
L.L.C., and AlpInvest 
Partners B.V., 
Respondents. 
ORDER INSTITUTING 
ADMINISTRATIVE AND CEASE-AND-
DESIST PROCEEDINGS, PURSUANT TO 
SECTIONS 203(e) AND 203(k) OF THE 
INVESTMENT ADVISERS ACT OF 1940, 
MAKING FINDINGS, AND IMPOSING 
REMEDIAL SANCTIONS AND A 
CEASE-AND-DESIST ORDER 
I. 
The Securities and Exchange Commission (“Commission”) deems it appropriate 
and in the public interest that public administrative and cease-and-desist proceedings be, 
and hereby are, instituted pursuant to Sections 203(e) and 203(k) of the Investment 
Advisers Act of 1940 (“Advisers Act”) against Carlyle Investment Management L.L.C., 
Carlyle Global Credit Investment Management L.L.C., and AlpInvest Partners B.V. 
(collectively, the “Carlyle Advisers” or “Respondents”). 
II.  
In anticipation of the institution of these proceedings, Respondents have 
submitted Offers of Settlement (“Offers”) that the Commission has determined to accept. 
Respondents admit the facts set forth in Section III below, acknowledge that their 
conduct violated the federal securities laws, admit the Commission’s jurisdiction over 
them and the subject matter of these proceedings, and consent to the entry of this Order 
Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 203(e) 
and 203(k) of the Investment Advisers Act of 1940, Making Findings, and Imposing 
Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth below. 

 
2 
III. 
On the basis of this Order and Respondents’ Offers, the Commission finds
1
 that 
Summary 
1. The federal securities laws impose recordkeeping requirements on 
registered investment advisers to ensure that they responsibly discharge their crucial role 
in our markets. The Commission has long said that compliance with these requirements is 
essential to investor protection and the Commission’s efforts to further its mandate of 
protecting investors, maintaining fair, orderly, and efficient markets, and facilitating 
capital formation. 
2. These proceedings arise out of the failure of Carlyle Advisers’ personnel, 
including at senior levels, to adhere to certain of these essential requirements and the 
firm’s own policies and procedures. Using their personal devices, these personnel 
communicated both internally and externally by text messages and/or other unapproved 
written communications platforms (“off-channel communications”). 
3. From at least December 2019 (the “Relevant Period”), personnel at the 
Carlyle Advisers sent and received off-channel communications that, among other things, 
related to the investment adviser’s receipt, disbursement or delivery of funds or 
securities, or the performance or rate of return of Carlyle Advisers’ managed accounts, 
portfolios, or securities recommendations. Respondents did not maintain or preserve the 
substantial majority of these written communications. Respondents’ failures were firm 
wide and involved personnel at various levels of authority. As a result, Respondents 
violated Section 204 of the Advisers Act and Rule 204-2(a)(7) thereunder. 
4. Respondents’ failure to implement procedures reasonably expected to 
prevent such communications led to their failure to reasonably supervise their personnel 
within the meaning of Section 203(e)(6) of the Advisers Act. 
5. During the Relevant Period, The Carlyle Group Inc. (“Carlyle Group”) 
and its investment adviser affiliates received and responded to Commission records 
requests in Commission investigations. The recordkeeping failures of the Carlyle Group’s 
investment adviser affiliates may have impacted the Commission’s ability to carry out its 
regulatory functions and investigate violations of the federal securities laws.  
6. The Commission staff found the Carlyle Advisers’ recordkeeping failures 
after commencing a risk-based initiative to investigate the use of off-channel and 
                                                      
1
 The findings herein are made pursuant to Respondents’ Offers of Settlement and are not 
binding on any other person or entity in this or any other proceeding. 

 
3 
unpreserved communications at registered investment advisers. Respondents have 
initiated a review of their recordkeeping failures and begun a program of remediation. 
Respondents  
7. Carlyle Investment Management L.L.C. (“Carlyle”) is a Delaware limited 
liability company, with its principal office in Washington, D.C. during the Relevant Period, 
that has been registered with the Commission as an investment adviser since 1996. The 
Carlyle Group, a Delaware corporation with its principal office in Washington, D.C. 
during the Relevant Period, is the parent of Carlyle. 
8. Carlyle Global Credit Investment Management L.L.C. (“Carlyle Credit”) 
is a Delaware limited liability company, with its principal office in New York, New 
York, that has been registered with the Commission as an investment adviser since 2013. 
Carlyle is the parent of Carlyle Credit. 
9. AlpInvest Partners B.V. (“AlpInvest”) is a Dutch private company with 
limited liability, with its principal office in Amsterdam and additional offices worldwide, 
including in New York, New York. It has been registered with the Commission as an 
investment adviser since 2011. The Carlyle Group is the parent of AlpInvest. 
Recordkeeping Requirements Under the Advisers Act 
10. Section 204 of the Advisers Act authorizes the Commission to issue rules 
requiring investment advisers to make and keep for prescribed periods, and furnish copies 
of, such records as necessary or appropriate in the public interest or for the protection of 
investors. 
11. The Commission adopted Rule 204-2 pursuant to this authority. This rule 
specifies the manner and length of time that the records made in accordance with 
Commission rules, and certain other records made by investment advisers, must be 
maintained and produced promptly to Commission representatives. 
12. The rules adopted under Section 204 of the Advisers Act, including Advisers 
Act Rule 204-2(a)(7), require that investment advisers preserve for at least five years in an 
easily accessible place, the first two years in an appropriate office of the investment adviser, 
originals of all communications received and copies of all written communications sent 
relating to, among other things: (a) any recommendation made or proposed to be made and 
any advice given or proposed to be given; (b) any receipt, disbursement or delivery of funds 
or securities; (c) the placing or execution of any order to purchase or sell any security; or (d) 
predecessor performance and the performance or rate of return of any or all managed 
accounts, portfolios, or securities recommendations. 
 

 
4 
Respondents’ Policies and Procedures 
13. The Carlyle Advisers adopted substantially the same compliance policies 
and procedures, including the same policies and procedures designed to ensure the 
retention of business-related records, including electronic communications, in compliance 
with the relevant recordkeeping provisions. 
14. Personnel of the Carlyle Advisers were advised that the use of unapproved 
electronic communications methods, including on their personal devices, was not 
permitted, and that they should not use personal email, chats or text messaging 
applications for business purposes. 
15. Messages sent through firm-approved communications methods were 
monitored, subject to review, and archived. Messages sent through unapproved 
communications methods, such as unapproved applications on personal devices, were not 
monitored, subject to review or archived on firm systems. 
16. Personnel of the Carlyle Advisers received training, which was designed to 
address the Carlyle Advisers’ supervision of their personnel and adherence to the Carlyle 
Advisers’ books and recordkeeping requirements. The policies and related trainings notified 
personnel that electronic communications on approved platforms were subject to 
surveillance. The Carlyle Advisers had procedures for all personnel requiring annual self-
attestations of compliance. 
17. The Carlyle Advisers failed to implement systems reasonably expected to 
determine whether personnel were following their policies and procedures regarding 
electronic communications. While permitting their personnel to use approved 
communications methods, including on personal phones and/or firm-issued devices, for 
business communications, the Carlyle Advisers failed to implement sufficient monitoring 
to ensure that their recordkeeping and communications policies were being followed. 
Respondents’ Recordkeeping Failures 
18. In October 2022, the Commission staff commenced a risk-based initiative 
to investigate whether investment advisers were properly maintaining communications 
that they were required to preserve as records under the Advisers Act. The Carlyle 
Advisers cooperated with the investigation by proactively gathering and reviewing 
communications from the personal devices of certain of their personnel and responding to 
the staff’s requests for additional information. The Carlyle Advisers also produced, at the 
request of the Commission staff, off-channel communications of a subset of these 
personnel relating to their investment advisory businesses. These personnel included 
senior leadership such as managing directors and firm partners of the Carlyle Advisers. 

 
5 
19. The Commission staff’s investigation found off-channel communications 
by Respondents’ personnel, including at senior levels. The majority of Respondents’ 
personnel whose communications were reviewed in the course of the investigation had sent 
or received multiple off-channel communications that were records required to be 
preserved by the Carlyle Advisers under the Advisers Act. These off-channel 
communications were sent among colleagues at Carlyle Advisers investment adviser 
affiliates as well as to external market participants. 
20. During the Relevant Period, personnel at the Carlyle Advisers sent and 
received off-channel text messages subject to the recordkeeping requirements of Advisers 
Act Rule 204-2. 
21. These off-channel communications included records required to be 
preserved under the Advisers Act because they related to the investment adviser’s receipt, 
disbursement or delivery of funds or securities, or because they related to the performance 
or rate of return of Carlyle managed accounts, portfolios, or securities recommendations. 
For example, a managing director affiliated with Carlyle Credit exchanged several 
messages with an insurance company regarding the disbursement of funds related to a 
transaction. In another example, a partner associated with Carlyle exchanged messages 
with another partner about the performance of a Carlyle investment vehicle. 
Respondents’ Failure to Preserve Required Records Potentially Compromised and 
Delayed Commission Matters 
 
22. During the Relevant Period, the Carlyle Group and its investment adviser 
affiliates received and responded to Commission subpoenas for documents and records 
requests in Commission investigations. By failing to maintain and preserve required 
records relating to its investment advisory businesses, the Carlyle Group’s investment 
adviser affiliates may have deprived the Commission of these off-channel 
communications in investigations. 
Respondents’ Violations and Failure to Supervise 
23. As a result of the conduct described above, the Carlyle Advisers willfully
2
 
violated Section 204 of the Advisers Act and Rule 204-2(a)(7) thereunder.  
24. As a result of the conduct described above, the Carlyle Advisers failed 
reasonably to supervise their personnel, with a view to preventing or detecting certain of 
                                                      
2
 “Willfully,” for purposes of imposing relief under Section 203(e) of the Advisers Act, 
‘means no more than that the person charged with the duty knows what he is doing.’“ See 
Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir 2000) (quoting Hughes v. SEC, 174 F.2d 
969, 977 (D.C. Cir. 1949)). 

 
6 
their supervised persons’ aiding and abetting violations of Section 204 of the Advisers 
Act and Rule 204-2(a)(7) thereunder, within the meaning of Section 203(e)(6) of the 
Advisers Act. 
Respondents’ Efforts to Comply 
25. In determining to accept the Offer, the Commission considered steps 
undertaken promptly by the Carlyle Advisers prior to and after being approached by the 
Commission staff, as well as cooperation afforded the Commission staff. Beginning in 
2024, the Carlyle Group and its investment adviser affiliates began to roll out on-channel 
messaging platforms for external communications. 
Undertakings  
Respondents have undertaken to: 
26. Internal Audit. Within one hundred eighty (180) days of the entry of this 
Order, the Carlyle Advisers shall require that their Internal Audit function(s) initiate a 
separate audit(s), to be completed within three hundred sixty-five (365) days of the entry 
of this Order, consisting of the following: 
a. A comprehensive review of the Carlyle Advisers’ supervisory, 
compliance, and other policies and procedures designed to ensure that 
the Carlyle Advisers’ electronic communications, including those 
found on personal electronic devices, including without limitation, 
cellular phones (“Personal Devices”), are preserved in accordance with 
the requirements of the federal securities laws. This review should 
include, but not be limited to, a review of Carlyle Advisers’ policies 
and procedures to ascertain if they provide for any significant 
technology and/or behavioral restrictions that help prevent the risk of 
the use of unapproved communications methods on Personal Devices 
in work conditions, (e.g., traveling, site visits).  
b. A comprehensive review of training conducted by the Carlyle Advisers 
designed to ensure personnel are complying with the requirements 
regarding the preservation of electronic communications, including 
those found on Personal Devices, in accordance with the requirements 
of the federal securities laws, as well as a review of Carlyle Advisers’ 
requirement that their personnel certify in writing on a periodic basis 
that they are complying with preservation requirements. 
c. An assessment of the surveillance program measures implemented by 
the Carlyle Advisers designed to ensure compliance, on an ongoing 
basis, with the requirements found in the federal securities laws to 

 
7 
preserve electronic communications, including those found on 
Personal Devices. 
d. An assessment of the technological solutions that the Carlyle Advisers 
have begun implementing to meet the record retention requirements of 
the federal securities laws, including an assessment of the likelihood 
that Carlyle Advisers personnel will use the technological solutions 
going forward and a review of the measures employed by Carlyle 
Advisers to track personnel usage of new technological solutions. 
e. A comprehensive review of the framework adopted by the Carlyle 
Advisers to address instances of non-compliance by the Carlyle 
Advisers’ personnel with the Carlyle Advisers’ policies and 
procedures concerning the use of Personal Devices to communicate 
about the Carlyle Advisers’ business. This review shall include a 
survey of how the Carlyle Advisers determined which personnel 
failed to comply with the Carlyle Advisers’ policies and procedures, 
the corrective action carried out, an evaluation of who violated the 
policies and procedures and why, what penalties were imposed, and 
whether penalties were handed out consistently across business lines 
and seniority levels. 
 
27. Recordkeeping. The Carlyle Advisers shall preserve any record of 
compliance with these undertakings, including any materials supporting the certification 
made pursuant to Paragraph 28, in an easily accessible place for a period of not less than 
five (5) years from the end of the fiscal year during which the last entry was made on 
such record, the first two (2) years in an appropriate office of the Carlyle Advisers. 
 
28. Certification. The Carlyle Advisers shall certify, in writing, compliance 
with the undertakings set forth above. The certification shall identify the undertakings 
and provide written evidence of compliance in the form of a narrative. The Commission 
staff may make reasonable requests for further evidence of compliance, and Respondents 
agree to provide such evidence. The certification shall be submitted to Thomas P. Smith, 
Jr., Associate Regional Director, Division of Enforcement, Securities and Exchange 
Commission, New York Regional Office, 100 Pearl Street, Suite 20-100, New York, NY 
10004, or such other person as the Commission staff may request, with a copy to the 
Office of Chief Counsel of the Enforcement Division, no later than sixty (60) days from 
the date of the completion of the undertakings. 
 
 
 
 

 
8 
In determining whether to accept the Offers, the Commission has considered these 
undertakings. 
IV. 
In view of the foregoing, the Commission deems it appropriate and in the public 
interest to impose the sanctions agreed to in Respondents’ Offers. 
Accordingly, pursuant to Sections 203(e) and 203(k) of the Advisers Act, it is 
hereby ORDERED that: 
A. Respondents cease and desist from committing or causing any violations 
and any future violations of Section 204 of the Advisers Act and Rule 204-2 thereunder. 
B. Respondents are censured. 
C. Respondent Carlyle shall, within fourteen (14) days of the entry of this 
Order, pay a civil money penalty in the amount of $5.6 million to the Securities and 
Exchange Commission for transfer to the general fund of the United States Treasury, 
subject to Exchange Act Section 21F(g)(3). If timely payment is not made, additional 
interest shall accrue pursuant to 31 U.S.C. § 3717. 
D. Respondent Carlyle Credit shall, within fourteen (14) days of the entry of 
this Order, pay a civil money penalty in the amount of $1.7 million to the Securities and 
Exchange Commission for transfer to the general fund of the United States Treasury, 
subject to Exchange Act Section 21F(g)(3). If timely payment is not made, additional 
interest shall accrue pursuant to 31 U.S.C. § 3717. 
E. Respondent AlpInvest shall, within fourteen (14) days of the entry of this 
Order, pay a civil money penalty in the amount of $1.2 million  to the Securities and 
Exchange Commission for transfer to the general fund of the United States Treasury, subject 
to Exchange Act Section 21F(g)(3). If timely payment is not made, additional interest 
shall accrue pursuant to 31 U.S.C. § 3717. 
Payment must be made in one of the following ways: 
(1) Respondents may transmit payment electronically to the 
Commission, which will provide detailed ACH transfer/Fedwire 
instructions upon request; 
(2) Respondents may make direct payment from a bank account via 
Pay.gov through the SEC website at 
http://www.sec.gov/about/offices/ofm.htm; or 

 
9 
(3) Respondents may pay by certified check, bank cashier’s check, or 
United States postal money order, made payable to the Securities 
and Exchange Commission and hand-delivered or mailed to: 
Enterprise Services Center 
Accounts Receivable Branch  
HQ Bldg., Room 181, AMZ-341  
6500 South MacArthur Boulevard  
Oklahoma City, OK 73169 
Payments by check or money order must be accompanied by cover letters 
identifying the paying Respondent as a Respondent in these proceedings, and the file 
number of these proceedings; a copy of the cover letter and check or money order must be 
sent to Thomas P. Smith, Jr., Associate Regional Director, Division of Enforcement, 
Securities and Exchange Commission, New York Regional Office, 100 Pearl Street, Suite 
20-100, New York, NY 10004. 
F. Amounts ordered to be paid as civil money penalties pursuant to this 
Order shall be treated as penalties paid to the government for all purposes, including all 
tax purposes. To preserve the deterrent effect of the civil penalty, Respondents agree that 
in any Related Investor Action, they shall not argue that they are entitled to, nor shall 
they benefit by, offset or reduction of any award of compensatory damages by the 
amount of any part of Respondents’ payment of a civil penalty in this action (“Penalty 
Offset”). If the court in any Related Investor Action grants such a Penalty Offset, 
Respondents agree that they shall, within thirty (30) days after entry of a final order 
granting the Penalty Offset, notify the Commission’s counsel in this action and pay the 
amount of the Penalty Offset to the Securities and Exchange Commission. Such a 
payment shall not be deemed an additional civil penalty and shall not be deemed to 
change the amount of the civil penalty imposed in this proceeding. For purposes of this 
paragraph, a “Related Investor Action” means a private damages action brought against 
Respondents by or on behalf of one or more investors based on substantially the same 
facts as alleged in the Order instituted by the Commission in this proceeding. 
By the Commission. 
Vanessa A. Countryman 
Secretary 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

INVESTMENT ADVISERS ACT OF 1940  

Release No. 6816 / January 13, 2025 

ADMINISTRATIVE PROCEEDING  

File No. 3-22403 

In the Matter of 
   

Carlyle Investment 

Management L.L.C., 

Carlyle Global Credit 

Investment Management 

L.L.C., and AlpInvest 

Partners B.V., 

Respondents. 

ORDER INSTITUTING 

ADMINISTRATIVE AND CEASE-AND-

DESIST PROCEEDINGS, PURSUANT TO 

SECTIONS 203(e) AND 203(k) OF THE 

INVESTMENT ADVISERS ACT OF 1940, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS AND A 

CEASE-AND-DESIST ORDER 

I. 

The Securities and Exchange Commission (“Commission”) deems it appropriate 

and in the public interest that public administrative and cease-and-desist proceedings be, 

and hereby are, instituted pursuant to Sections 203(e) and 203(k) of the Investment 

Advisers Act of 1940 (“Advisers Act”) against Carlyle Investment Management L.L.C., 

Carlyle Global Credit Investment Management L.L.C., and AlpInvest Partners B.V. 

(collectively, the “Carlyle Advisers” or “Respondents”). 

II.  

In anticipation of the institution of these proceedings, Respondents have 

submitted Offers of Settlement (“Offers”) that the Commission has determined to accept. 

Respondents admit the facts set forth in Section III below, acknowledge that their 

conduct violated the federal securities laws, admit the Commission’s jurisdiction over 

them and the subject matter of these proceedings, and consent to the entry of this Order 

Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 203(e) 

and 203(k) of the Investment Advisers Act of 1940, Making Findings, and Imposing 

Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth below. 



 

2 

III. 

On the basis of this Order and Respondents’ Offers, the Commission finds1 that 

Summary 

1. The federal securities laws impose recordkeeping requirements on 

registered investment advisers to ensure that they responsibly discharge their crucial role 

in our markets. The Commission has long said that compliance with these requirements is 

essential to investor protection and the Commission’s efforts to further its mandate of 

protecting investors, maintaining fair, orderly, and efficient markets, and facilitating 

capital formation. 

2. These proceedings arise out of the failure of Carlyle Advisers’ personnel, 

including at senior levels, to adhere to certain of these essential requirements and the 

firm’s own policies and procedures. Using their personal devices, these personnel 

communicated both internally and externally by text messages and/or other unapproved 

written communications platforms (“off-channel communications”). 

3. From at least December 2019 (the “Relevant Period”), personnel at the 

Carlyle Advisers sent and received off-channel communications that, among other things, 

related to the investment adviser’s receipt, disbursement or delivery of funds or 

securities, or the performance or rate of return of Carlyle Advisers’ managed accounts, 

portfolios, or securities recommendations. Respondents did not maintain or preserve the 

substantial majority of these written communications. Respondents’ failures were firm 

wide and involved personnel at various levels of authority. As a result, Respondents 

violated Section 204 of the Advisers Act and Rule 204-2(a)(7) thereunder. 

4. Respondents’ failure to implement procedures reasonably expected to 

prevent such communications led to their failure to reasonably supervise their personnel 

within the meaning of Section 203(e)(6) of the Advisers Act. 

5. During the Relevant Period, The Carlyle Group Inc. (“Carlyle Group”) 

and its investment adviser affiliates received and responded to Commission records 

requests in Commission investigations. The recordkeeping failures of the Carlyle Group’s 

investment adviser affiliates may have impacted the Commission’s ability to carry out its 

regulatory functions and investigate violations of the federal securities laws.  

6. The Commission staff found the Carlyle Advisers’ recordkeeping failures 

after commencing a risk-based initiative to investigate the use of off-channel and 

                                                      
1 The findings herein are made pursuant to Respondents’ Offers of Settlement and are not 

binding on any other person or entity in this or any other proceeding. 



 

3 

unpreserved communications at registered investment advisers. Respondents have 

initiated a review of their recordkeeping failures and begun a program of remediation. 

Respondents  

7. Carlyle Investment Management L.L.C. (“Carlyle”) is a Delaware limited 

liability company, with its principal office in Washington, D.C. during the Relevant Period, 

that has been registered with the Commission as an investment adviser since 1996. The 

Carlyle Group, a Delaware corporation with its principal office in Washington, D.C. 

during the Relevant Period, is the parent of Carlyle. 

8. Carlyle Global Credit Investment Management L.L.C. (“Carlyle Credit”) 

is a Delaware limited liability company, with its principal office in New York, New 

York, that has been registered with the Commission as an investment adviser since 2013. 

Carlyle is the parent of Carlyle Credit. 

9. AlpInvest Partners B.V. (“AlpInvest”) is a Dutch private company with 

limited liability, with its principal office in Amsterdam and additional offices worldwide, 

including in New York, New York. It has been registered with the Commission as an 

investment adviser since 2011. The Carlyle Group is the parent of AlpInvest. 

Recordkeeping Requirements Under the Advisers Act 

10. Section 204 of the Advisers Act authorizes the Commission to issue rules 

requiring investment advisers to make and keep for prescribed periods, and furnish copies 

of, such records as necessary or appropriate in the public interest or for the protection of 

investors. 

11. The Commission adopted Rule 204-2 pursuant to this authority. This rule 

specifies the manner and length of time that the records made in accordance with 

Commission rules, and certain other records made by investment advisers, must be 

maintained and produced promptly to Commission representatives. 

12. The rules adopted under Section 204 of the Advisers Act, including Advisers 

Act Rule 204-2(a)(7), require that investment advisers preserve for at least five years in an 

easily accessible place, the first two years in an appropriate office of the investment adviser, 

originals of all communications received and copies of all written communications sent 

relating to, among other things: (a) any recommendation made or proposed to be made and 

any advice given or proposed to be given; (b) any receipt, disbursement or delivery of funds 

or securities; (c) the placing or execution of any order to purchase or sell any security; or (d) 

predecessor performance and the performance or rate of return of any or all managed 

accounts, portfolios, or securities recommendations. 

 



 

4 

Respondents’ Policies and Procedures 

13. The Carlyle Advisers adopted substantially the same compliance policies 

and procedures, including the same policies and procedures designed to ensure the 

retention of business-related records, including electronic communications, in compliance 

with the relevant recordkeeping provisions. 

14. Personnel of the Carlyle Advisers were advised that the use of unapproved 

electronic communications methods, including on their personal devices, was not 

permitted, and that they should not use personal email, chats or text messaging 

applications for business purposes. 

15. Messages sent through firm-approved communications methods were 

monitored, subject to review, and archived. Messages sent through unapproved 

communications methods, such as unapproved applications on personal devices, were not 

monitored, subject to review or archived on firm systems. 

16. Personnel of the Carlyle Advisers received training, which was designed to 

address the Carlyle Advisers’ supervision of their personnel and adherence to the Carlyle 

Advisers’ books and recordkeeping requirements. The policies and related trainings notified 

personnel that electronic communications on approved platforms were subject to 

surveillance. The Carlyle Advisers had procedures for all personnel requiring annual self-

attestations of compliance. 

17. The Carlyle Advisers failed to implement systems reasonably expected to 

determine whether personnel were following their policies and procedures regarding 

electronic communications. While permitting their personnel to use approved 

communications methods, including on personal phones and/or firm-issued devices, for 

business communications, the Carlyle Advisers failed to implement sufficient monitoring 

to ensure that their recordkeeping and communications policies were being followed. 

Respondents’ Recordkeeping Failures 

18. In October 2022, the Commission staff commenced a risk-based initiative 

to investigate whether investment advisers were properly maintaining communications 

that they were required to preserve as records under the Advisers Act. The Carlyle 

Advisers cooperated with the investigation by proactively gathering and reviewing 

communications from the personal devices of certain of their personnel and responding to 

the staff’s requests for additional information. The Carlyle Advisers also produced, at the 

request of the Commission staff, off-channel communications of a subset of these 

personnel relating to their investment advisory businesses. These personnel included 

senior leadership such as managing directors and firm partners of the Carlyle Advisers. 



 

5 

19. The Commission staff’s investigation found off-channel communications 

by Respondents’ personnel, including at senior levels. The majority of Respondents’ 

personnel whose communications were reviewed in the course of the investigation had sent 

or received multiple off-channel communications that were records required to be 

preserved by the Carlyle Advisers under the Advisers Act. These off-channel 

communications were sent among colleagues at Carlyle Advisers investment adviser 

affiliates as well as to external market participants. 

20. During the Relevant Period, personnel at the Carlyle Advisers sent and 

received off-channel text messages subject to the recordkeeping requirements of Advisers 

Act Rule 204-2. 

21. These off-channel communications included records required to be 

preserved under the Advisers Act because they related to the investment adviser’s receipt, 

disbursement or delivery of funds or securities, or because they related to the performance 

or rate of return of Carlyle managed accounts, portfolios, or securities recommendations. 

For example, a managing director affiliated with Carlyle Credit exchanged several 

messages with an insurance company regarding the disbursement of funds related to a 

transaction. In another example, a partner associated with Carlyle exchanged messages 

with another partner about the performance of a Carlyle investment vehicle. 

Respondents’ Failure to Preserve Required Records Potentially Compromised and 

Delayed Commission Matters 

 

22. During the Relevant Period, the Carlyle Group and its investment adviser 

affiliates received and responded to Commission subpoenas for documents and records 

requests in Commission investigations. By failing to maintain and preserve required 

records relating to its investment advisory businesses, the Carlyle Group’s investment 

adviser affiliates may have deprived the Commission of these off-channel 

communications in investigations. 

Respondents’ Violations and Failure to Supervise 

23. As a result of the conduct described above, the Carlyle Advisers willfully2 

violated Section 204 of the Advisers Act and Rule 204-2(a)(7) thereunder.  

24. As a result of the conduct described above, the Carlyle Advisers failed 

reasonably to supervise their personnel, with a view to preventing or detecting certain of 

                                                      
2 “Willfully,” for purposes of imposing relief under Section 203(e) of the Advisers Act, 

‘means no more than that the person charged with the duty knows what he is doing.’“ See 

Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir 2000) (quoting Hughes v. SEC, 174 F.2d 

969, 977 (D.C. Cir. 1949)). 



 

6 

their supervised persons’ aiding and abetting violations of Section 204 of the Advisers 

Act and Rule 204-2(a)(7) thereunder, within the meaning of Section 203(e)(6) of the 

Advisers Act. 

Respondents’ Efforts to Comply 

25. In determining to accept the Offer, the Commission considered steps 

undertaken promptly by the Carlyle Advisers prior to and after being approached by the 

Commission staff, as well as cooperation afforded the Commission staff. Beginning in 

2024, the Carlyle Group and its investment adviser affiliates began to roll out on-channel 

messaging platforms for external communications. 

Undertakings  

Respondents have undertaken to: 

26. Internal Audit. Within one hundred eighty (180) days of the entry of this 

Order, the Carlyle Advisers shall require that their Internal Audit function(s) initiate a 

separate audit(s), to be completed within three hundred sixty-five (365) days of the entry 

of this Order, consisting of the following: 

a. A comprehensive review of the Carlyle Advisers’ supervisory, 

compliance, and other policies and procedures designed to ensure that 

the Carlyle Advisers’ electronic communications, including those 

found on personal electronic devices, including without limitation, 

cellular phones (“Personal Devices”), are preserved in accordance with 

the requirements of the federal securities laws. This review should 

include, but not be limited to, a review of Carlyle Advisers’ policies 

and procedures to ascertain if they provide for any significant 

technology and/or behavioral restrictions that help prevent the risk of 

the use of unapproved communications methods on Personal Devices 

in work conditions, (e.g., traveling, site visits).  

b. A comprehensive review of training conducted by the Carlyle Advisers 

designed to ensure personnel are complying with the requirements 

regarding the preservation of electronic communications, including 

those found on Personal Devices, in accordance with the requirements 

of the federal securities laws, as well as a review of Carlyle Advisers’ 

requirement that their personnel certify in writing on a periodic basis 

that they are complying with preservation requirements. 

c. An assessment of the surveillance program measures implemented by 

the Carlyle Advisers designed to ensure compliance, on an ongoing 

basis, with the requirements found in the federal securities laws to 



 

7 

preserve electronic communications, including those found on 

Personal Devices. 

d. An assessment of the technological solutions that the Carlyle Advisers 

have begun implementing to meet the record retention requirements of 

the federal securities laws, including an assessment of the likelihood 

that Carlyle Advisers personnel will use the technological solutions 

going forward and a review of the measures employed by Carlyle 

Advisers to track personnel usage of new technological solutions. 

e. A comprehensive review of the framework adopted by the Carlyle 

Advisers to address instances of non-compliance by the Carlyle 

Advisers’ personnel with the Carlyle Advisers’ policies and 

procedures concerning the use of Personal Devices to communicate 

about the Carlyle Advisers’ business. This review shall include a 

survey of how the Carlyle Advisers determined which personnel 

failed to comply with the Carlyle Advisers’ policies and procedures, 

the corrective action carried out, an evaluation of who violated the 

policies and procedures and why, what penalties were imposed, and 

whether penalties were handed out consistently across business lines 

and seniority levels. 

 

27. Recordkeeping. The Carlyle Advisers shall preserve any record of 

compliance with these undertakings, including any materials supporting the certification 

made pursuant to Paragraph 28, in an easily accessible place for a period of not less than 

five (5) years from the end of the fiscal year during which the last entry was made on 

such record, the first two (2) years in an appropriate office of the Carlyle Advisers. 

 

28. Certification. The Carlyle Advisers shall certify, in writing, compliance 

with the undertakings set forth above. The certification shall identify the undertakings 

and provide written evidence of compliance in the form of a narrative. The Commission 

staff may make reasonable requests for further evidence of compliance, and Respondents 

agree to provide such evidence. The certification shall be submitted to Thomas P. Smith, 

Jr., Associate Regional Director, Division of Enforcement, Securities and Exchange 

Commission, New York Regional Office, 100 Pearl Street, Suite 20-100, New York, NY 

10004, or such other person as the Commission staff may request, with a copy to the 

Office of Chief Counsel of the Enforcement Division, no later than sixty (60) days from 

the date of the completion of the undertakings. 
 

 

 

 



 

8 

In determining whether to accept the Offers, the Commission has considered these 

undertakings. 

IV. 

In view of the foregoing, the Commission deems it appropriate and in the public 

interest to impose the sanctions agreed to in Respondents’ Offers. 

Accordingly, pursuant to Sections 203(e) and 203(k) of the Advisers Act, it is 

hereby ORDERED that: 

A. Respondents cease and desist from committing or causing any violations 

and any future violations of Section 204 of the Advisers Act and Rule 204-2 thereunder. 

B. Respondents are censured. 

C. Respondent Carlyle shall, within fourteen (14) days of the entry of this 

Order, pay a civil money penalty in the amount of $5.6 million to the Securities and 

Exchange Commission for transfer to the general fund of the United States Treasury, 

subject to Exchange Act Section 21F(g)(3). If timely payment is not made, additional 

interest shall accrue pursuant to 31 U.S.C. § 3717. 

D. Respondent Carlyle Credit shall, within fourteen (14) days of the entry of 

this Order, pay a civil money penalty in the amount of $1.7 million to the Securities and 

Exchange Commission for transfer to the general fund of the United States Treasury, 

subject to Exchange Act Section 21F(g)(3). If timely payment is not made, additional 

interest shall accrue pursuant to 31 U.S.C. § 3717. 

E. Respondent AlpInvest shall, within fourteen (14) days of the entry of this 

Order, pay a civil money penalty in the amount of $1.2 million  to the Securities and 

Exchange Commission for transfer to the general fund of the United States Treasury, subject 

to Exchange Act Section 21F(g)(3). If timely payment is not made, additional interest 

shall accrue pursuant to 31 U.S.C. § 3717. 

Payment must be made in one of the following ways: 

(1) Respondents may transmit payment electronically to the 

Commission, which will provide detailed ACH transfer/Fedwire 

instructions upon request; 

(2) Respondents may make direct payment from a bank account via 

Pay.gov through the SEC website at 

http://www.sec.gov/about/offices/ofm.htm; or 



 

9 

(3) Respondents may pay by certified check, bank cashier’s check, or 

United States postal money order, made payable to the Securities 

and Exchange Commission and hand-delivered or mailed to: 

Enterprise Services Center 

Accounts Receivable Branch  

HQ Bldg., Room 181, AMZ-341  

6500 South MacArthur Boulevard  

Oklahoma City, OK 73169 

Payments by check or money order must be accompanied by cover letters 

identifying the paying Respondent as a Respondent in these proceedings, and the file 

number of these proceedings; a copy of the cover letter and check or money order must be 

sent to Thomas P. Smith, Jr., Associate Regional Director, Division of Enforcement, 

Securities and Exchange Commission, New York Regional Office, 100 Pearl Street, Suite 

20-100, New York, NY 10004. 

F. Amounts ordered to be paid as civil money penalties pursuant to this 

Order shall be treated as penalties paid to the government for all purposes, including all 

tax purposes. To preserve the deterrent effect of the civil penalty, Respondents agree that 

in any Related Investor Action, they shall not argue that they are entitled to, nor shall 

they benefit by, offset or reduction of any award of compensatory damages by the 

amount of any part of Respondents’ payment of a civil penalty in this action (“Penalty 

Offset”). If the court in any Related Investor Action grants such a Penalty Offset, 

Respondents agree that they shall, within thirty (30) days after entry of a final order 

granting the Penalty Offset, notify the Commission’s counsel in this action and pay the 

amount of the Penalty Offset to the Securities and Exchange Commission. Such a 

payment shall not be deemed an additional civil penalty and shall not be deemed to 

change the amount of the civil penalty imposed in this proceeding. For purposes of this 

paragraph, a “Related Investor Action” means a private damages action brought against 

Respondents by or on behalf of one or more investors based on substantially the same 

facts as alleged in the Order instituted by the Commission in this proceeding. 

By the Commission. 

Vanessa A. Countryman 

Secretary 


	I.
	II.
	III.
	1. The federal securities laws impose recordkeeping requirements on registered investment advisers to ensure that they responsibly discharge their crucial role in our markets. The Commission has long said that compliance with these requirements is ess...
	2. These proceedings arise out of the failure of Carlyle Advisers’ personnel, including at senior levels, to adhere to certain of these essential requirements and the firm’s own policies and procedures. Using their personal devices, these personnel co...
	3. From at least December 2019 (the “Relevant Period”), personnel at the Carlyle Advisers sent and received off-channel communications that, among other things, related to the investment adviser’s receipt, disbursement or delivery of funds or securiti...
	4. Respondents’ failure to implement procedures reasonably expected to prevent such communications led to their failure to reasonably supervise their personnel within the meaning of Section 203(e)(6) of the Advisers Act.
	5. During the Relevant Period, The Carlyle Group Inc. (“Carlyle Group”) and its investment adviser affiliates received and responded to Commission records requests in Commission investigations. The recordkeeping failures of the Carlyle Group’s investm...
	6. The Commission staff found the Carlyle Advisers’ recordkeeping failures after commencing a risk-based initiative to investigate the use of off-channel and unpreserved communications at registered investment advisers. Respondents have initiated a re...
	7. Carlyle Investment Management L.L.C. (“Carlyle”) is a Delaware limited liability company, with its principal office in Washington, D.C. during the Relevant Period, that has been registered with the Commission as an investment adviser since 1996. Th...
	8. Carlyle Global Credit Investment Management L.L.C. (“Carlyle Credit”) is a Delaware limited liability company, with its principal office in New York, New York, that has been registered with the Commission as an investment adviser since 2013. Carlyl...
	9. AlpInvest Partners B.V. (“AlpInvest”) is a Dutch private company with limited liability, with its principal office in Amsterdam and additional offices worldwide, including in New York, New York. It has been registered with the Commission as an inve...
	10. Section 204 of the Advisers Act authorizes the Commission to issue rules requiring investment advisers to make and keep for prescribed periods, and furnish copies of, such records as necessary or appropriate in the public interest or for the prote...
	11. The Commission adopted Rule 204-2 pursuant to this authority. This rule specifies the manner and length of time that the records made in accordance with Commission rules, and certain other records made by investment advisers, must be maintained an...
	12. The rules adopted under Section 204 of the Advisers Act, including Advisers Act Rule 204-2(a)(7), require that investment advisers preserve for at least five years in an easily accessible place, the first two years in an appropriate office of the ...
	13. The Carlyle Advisers adopted substantially the same compliance policies and procedures, including the same policies and procedures designed to ensure the retention of business-related records, including electronic communications, in compliance wit...
	14. Personnel of the Carlyle Advisers were advised that the use of unapproved electronic communications methods, including on their personal devices, was not permitted, and that they should not use personal email, chats or text messaging applications ...
	15. Messages sent through firm-approved communications methods were monitored, subject to review, and archived. Messages sent through unapproved communications methods, such as unapproved applications on personal devices, were not monitored, subject t...
	16. Personnel of the Carlyle Advisers received training, which was designed to address the Carlyle Advisers’ supervision of their personnel and adherence to the Carlyle Advisers’ books and recordkeeping requirements. The policies and related trainings...
	17. The Carlyle Advisers failed to implement systems reasonably expected to determine whether personnel were following their policies and procedures regarding electronic communications. While permitting their personnel to use approved communications m...
	18. In October 2022, the Commission staff commenced a risk-based initiative to investigate whether investment advisers were properly maintaining communications that they were required to preserve as records under the Advisers Act. The Carlyle Advisers...
	19. The Commission staff’s investigation found off-channel communications by Respondents’ personnel, including at senior levels. The majority of Respondents’ personnel whose communications were reviewed in the course of the investigation had sent or r...
	20. During the Relevant Period, personnel at the Carlyle Advisers sent and received off-channel text messages subject to the recordkeeping requirements of Advisers Act Rule 204-2.
	21. These off-channel communications included records required to be preserved under the Advisers Act because they related to the investment adviser’s receipt, disbursement or delivery of funds or securities, or because they related to the performance...
	22. During the Relevant Period, the Carlyle Group and its investment adviser affiliates received and responded to Commission subpoenas for documents and records requests in Commission investigations. By failing to maintain and preserve required record...
	23. As a result of the conduct described above, the Carlyle Advisers willfully  violated Section 204 of the Advisers Act and Rule 204-2(a)(7) thereunder.
	24. As a result of the conduct described above, the Carlyle Advisers failed reasonably to supervise their personnel, with a view to preventing or detecting certain of their supervised persons’ aiding and abetting violations of Section 204 of the Advis...
	25. In determining to accept the Offer, the Commission considered steps undertaken promptly by the Carlyle Advisers prior to and after being approached by the Commission staff, as well as cooperation afforded the Commission staff. Beginning in 2024, t...
	26. Internal Audit. Within one hundred eighty (180) days of the entry of this Order, the Carlyle Advisers shall require that their Internal Audit function(s) initiate a separate audit(s), to be completed within three hundred sixty-five (365) days of t...
	a. A comprehensive review of the Carlyle Advisers’ supervisory, compliance, and other policies and procedures designed to ensure that the Carlyle Advisers’ electronic communications, including those found on personal electronic devices, including with...
	b. A comprehensive review of training conducted by the Carlyle Advisers designed to ensure personnel are complying with the requirements regarding the preservation of electronic communications, including those found on Personal Devices, in accordance ...
	c. An assessment of the surveillance program measures implemented by the Carlyle Advisers designed to ensure compliance, on an ongoing basis, with the requirements found in the federal securities laws to preserve electronic communications, including t...
	d. An assessment of the technological solutions that the Carlyle Advisers have begun implementing to meet the record retention requirements of the federal securities laws, including an assessment of the likelihood that Carlyle Advisers personnel will ...
	e. A comprehensive review of the framework adopted by the Carlyle Advisers to address instances of non-compliance by the Carlyle Advisers’ personnel with the Carlyle Advisers’ policies and procedures concerning the use of Personal Devices to communica...

	28. Certification. The Carlyle Advisers shall certify, in writing, compliance with the undertakings set forth above. The certification shall identify the undertakings and provide written evidence of compliance in the form of a narrative. The Commissio...
	In determining whether to accept the Offers, the Commission has considered these undertakings.

	IV.
	A. Respondents cease and desist from committing or causing any violations and any future violations of Section 204 of the Advisers Act and Rule 204-2 thereunder.
	B. Respondents are censured.
	C. Respondent Carlyle shall, within fourteen (14) days of the entry of this Order, pay a civil money penalty in the amount of $5.6 million to the Securities and Exchange Commission for transfer to the general fund of the United States Treasury, subjec...
	D. Respondent Carlyle Credit shall, within fourteen (14) days of the entry of this Order, pay a civil money penalty in the amount of $1.7 million to the Securities and Exchange Commission for transfer to the general fund of the United States Treasury,...
	E. Respondent AlpInvest shall, within fourteen (14) days of the entry of this Order, pay a civil money penalty in the amount of $1.2 million  to the Securities and Exchange Commission for transfer to the general fund of the United States Treasury, sub...
	(1) Respondents may transmit payment electronically to the Commission, which will provide detailed ACH transfer/Fedwire instructions upon request;
	(2) Respondents may make direct payment from a bank account via Pay.gov through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or
	(3) Respondents may pay by certified check, bank cashier’s check, or United States postal money order, made payable to the Securities and Exchange Commission and hand-delivered or mailed to:
	F. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be treated as penalties paid to the government for all purposes, including all tax purposes. To preserve the deterrent effect of the civil penalty, Respondents agree t...